Pteris RTOCir (Clean) PDF

CIRCULAR DATED 24 JUNE 2014
THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

IF YOU ARE IN ANY DOUBT AS TO THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT YOUR LEGAL, FINANCIAL, TAX OR OTHER PROFESSIONAL ADVISER IMMEDIATELY.
If you have sold or transferred all your ordinary shares (the “Shares”) in the capital of Pteris Global Limited (the “Company”) held through The Central Depository (Pte) Limited (the “CDP”), you need not forward
this Circular to the purchaser or transferee as arrangements will be made by CDP for a separate Circular to be sent to the purchaser or transferee. If you have sold or transferred all your Shares represented by
physical share certificate(s), you should immediately forward this Circular and the Proxy Form to the purchaser or to the transferee or to the bank, stockbroker or other agent through whom the sale or transfer
was effected, for onward transmission to the purchaser or transferee.
Neither the Monetary Authority of Singapore (the “Authority”) nor Singapore Exchange Securities Trading Limited (the “SGX-ST”) has examined or approved the contents of this Circular. Neither the Authority
nor the SGX-ST assumes any responsibility for the contents of this Circular, including the correctness or accuracy of any statements or opinions made or reports contained in this Circular. The lodgement of this
Circular by the SGX-ST does not imply that the Securities and Futures Act, Cap. 289 (the “SFA”) or any other legal or regulatory requirements, or requirements under the SGX-ST’s listing rules, have been
complied with.
An application has been made to the SGX-ST for the transfer of the Company from the SGX-ST Main Board to the Catalist, and for permission for the listing of and quotation of the Post-Consolidation Shares,
the CIMC Aggregate Consideration Shares, the CIMC Additional Shares, the Management Co Aggregate Consideration Shares, the Management Co Additional Shares, the AM Conversion Shares and the
Canaccord Shares on the Catalist. The listing and quotation notice, if issued by the SGX-ST, is not to be taken as an indication of the merits of the Proposed Transactions, the Enlarged Group, the Post-
Consolidation Shares, the CIMC Aggregate Consideration Shares, the CIMC Additional Shares, the Management Co Aggregate Consideration Shares, the Management Co Additional Shares, the AM
Conversion Shares and the Canaccord Shares.
Companies listed on the 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 the Catalist
without a track record of profitability and there is no assurance that there will be a liquid market in the Shares traded on the 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).
INVESTING IN THE COMPANY’S SHARES INVOLVES RISKS WHICH ARE DESCRIBED IN SECTION 22 ENTITLED “RISK FACTORS” OF THIS CIRCULAR. SHAREHOLDERS SHOULD ALSO
CAREFULLY REVIEW THE RISK FACTORS RELATING TO THE TIANDA GROUP SET OUT IN SECTION B10 ENTITLED “RISK FACTORS RELATING TO THE TIANDA GROUP” OF THE LETTER TO
SHAREHOLDERS FROM THE DIRECTORS OF SHENZHEN CIMC-TIANDA AIRPORT SUPPORT LTD.
SHAREHOLDERS SHOULD NOTE THAT AS, AMONGST OTHER THINGS, PRC GOVERNMENT APPROVALS AND REGISTRATIONS ARE REQUIRED TO BE OBTAINED AND/OR FULFILLED UNDER
THE RELEVANT PRC LAWS IN ORDER FOR THE TIANDA TRANSFER (IN CONNECTION WITH THE PROPOSED CIMC ACQUISITION) AND THE PROPOSED MANAGEMENT CO ACQUISITION TO BE
COMPLETED, IN THE EVENT SUCH PRC GOVERNMENT APPROVALS AND REGISTRATIONS ARE NOT AND/OR UNABLE TO BE OBTAINED, THE PROPOSED CIMC ACQUISITION AND/OR THE
PROPOSED MANAGEMENT CO ACQUISITION WILL NOT BE COMPLETED. IN ADDITION, AS THE PROPOSED MANAGEMENT CO ACQUISITION IS CONTINGENT UPON THE COMPLETION OF THE
PROPOSED CIMC ACQUISITION, IF THE PROPOSED CIMC ACQUISITION IS NOT COMPLETED, THE PROPOSED MANAGEMENT CO ACQUISITION WILL ALSO NOT BE COMPLETED.
Terms appearing on the cover of this Circular have the same meanings as defined in this Circular.
harmonyinmotion
PTERIS GLOBAL LIMITED

(Company Registration No.: 197900230M)
(Incorporated in the Republic of Singapore on 25 January 1979)
CIRCULAR TO SHAREHOLDERS
in relation to
1. THE PROPOSED ACQUISITION OF 70% EQUITY INTERESTS (THE “PROPOSED CIMC ACQUISITION”) IN SHENZHEN CIMC-TIANDA AIRPORT SUPPORT LTD
(深圳中集天达空港设备有限公司) (“TIANDA”) FROM CHINA INTERNATIONAL MARINE CONTAINERS (HONG KONG) LTD (INDIRECTLY BY WAY OF THE
ACQUISITION OF 100% SHAREHOLDING INTEREST IN TECHMAN (HONG KONG) LIMITED) (“TECHMAN”);
2. THE PROPOSED ACQUISITION OF 30% EQUITY INTERESTS IN TIANDA (THE “PROPOSED MANAGEMENT CO ACQUISITION”) FROM SHENZHEN TGM LTD.
(深圳市特哥盟科技有限公司) (THE “MANAGEMENT CO”);
3. THE PROPOSED SHARE CONSOLIDATION OF EVERY FIVE (5) PRE-CONSOLIDATION SHARES INTO ONE (1) POST-CONSOLIDATION SHARE;
4. THE PROPOSED ALLOTMENT AND ISSUANCE OF UP TO 162,779,074 POST-CONSOLIDATION SHARES (THE “CIMC AGGREGATE CONSIDERATION SHARES”)
TO CIMC-HK (OR ITS NOMINEES) IN SATISFACTION OF THE CIMC CONSIDERATION (AS HEREINAFTER DEFINED) FOR THE PROPOSED CIMC ACQUISITION;
5. THE PROPOSED ALLOTMENT AND ISSUANCE OF 37,047,372 POST-CONSOLIDATION SHARES (THE “CIMC ADDITIONAL SHARES”) TO CIMC-HK (OR ITS
NOMINEES) PURSUANT TO THE PROPOSED CIMC ACQUISITION;
6. THE PROPOSED ALLOTMENT AND ISSUANCE OF UP TO 69,762,458 POST-CONSOLIDATION SHARES TO THE MANAGEMENT CO IN SATISFACTION OF THE
MANAGEMENT CO CONSIDERATION (AS HEREINAFTER DEFINED) FOR THE PROPOSED MANAGEMENT CO ACQUISITION;
7. THE PROPOSED ALLOTMENT AND ISSUANCE OF 15,877,445 POST-CONSOLIDATION SHARES (THE “MANAGEMENT CO ADDITIONAL SHARES”) TO THE
MANAGEMENT CO PURSUANT TO THE PROPOSED MANAGEMENT CO ACQUISITION;
8. THE PROPOSED ALLOTMENT AND ISSUANCE OF 1,846,153 AM CONVERSION SHARES TO CIMC-HK (OR ITS NOMINEES);
9. THE PROPOSED ALLOTMENT AND ISSUANCE OF UP TO 1,100,000 CANACCORD SHARES TO CANACCORD;
10. THE PROPOSED WHITEWASH RESOLUTION FOR THE WAIVER OF THE RIGHT OF INDEPENDENT SHAREHOLDERS (BEING SHAREHOLDERS OTHER THAN
THE VENDOR CONCERT PARTY GROUP (AS HEREINAFTER DEFINED) AND THEIR CONCERT PARTIES) TO RECEIVE A MANDATORY GENERAL OFFER FOR
ALL THE ISSUED SHARES IN THE CAPITAL OF THE COMPANY NOT ALREADY OWNED, CONTROLLED OR AGREED TO BE ACQUIRED BY THEM;
11. THE PROPOSED APPOINTMENT OF THE PROPOSED DIRECTOR TO THE ENLARGED BOARD ON THE PROPOSED ACQUISITION COMPLETION DATE;
12. THE PROPOSED IPT MANDATE SUBSEQUENT TO THE PROPOSED ACQUISITION COMPLETION;
13. THE PROPOSED LISTING TRANSFER; AND
14. THE PROPOSED ADOPTION OF THE NEW ARTICLES OF ASSOCIATION OF THE COMPANY.
Financial Adviser and Proposed Sponsor to the Company upon the Proposed Listing Transfer
CANACCORD GENUITY SINGAPORE PTE. LTD.

(Incorporated in the Republic of Singapore)
(Company Registration Number: 200713620D)
Independent Financial Adviser to the Recommending Directors (Whitewash) in respect of the Proposed Whitewash Resolution
ASIAN CORPORATE ADVISORS PTE. LTD.
(Company Registration No. 200310232R)
Independent Financial Adviser to the Recommending Directors (IPT) in respect of the Proposed IPT Mandate
Asiasons WFG Capital Pte Ltd

(Company Registration No. 200002789M)
IMPORTANT DATES AND TIMES
Last date and time for lodgement of Proxy Form : 21 July 2014 at 3.00 p.m.
Date and time of Extraordinary General Meeting : 23 July 2014 at 3.00 p.m.
Place of Extraordinary General Meeting : 28 Quality Road, Singapore 618828
CONTENTS
CORPORATE INFORMATION............................................................................................................ 7
DEFINITIONS...................................................................................................................................... 10
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS .................................... 27
EXCHANGE RATES .......................................................................................................................... 29
GLOSSARY OF TECHNICAL TERMS................................................................................................ 30
LETTER TO SHAREHOLDERS FROM THE DIRECTORS OF PTERIS GLOBAL LIMITED ............ 31
1. INTRODUCTION ...................................................................................................................... 32
1.1 Background .................................................................................................................. 32
1.2 Purpose of this Circular ................................................................................................ 33
2. THE PROPOSED ACQUISITION ............................................................................................ 33
2.1 Details of the Proposed Acquisition .............................................................................. 33
2.2 Rationale for the Proposed Acquisition ........................................................................ 35
2.3 Information on the Target Group Companies................................................................ 36
2.4 Financial information of the Tianda Group.................................................................... 38
2.5 Independent Valuation of the Tianda Group ................................................................ 38
2.6 Information on the CIMC Group.................................................................................... 38
2.7 Information on the Management Co ............................................................................ 38
2.8 The Proposed Acquisition as a “Reverse-Takeover” .................................................... 39
3. THE PROPOSED CIMC ACQUISITION .................................................................................. 40
3.1 The CIMC Consideration .............................................................................................. 40
3.2 Issue of the CIMC Additional Shares............................................................................ 44
3.3 Conditions Precedent to the Proposed CIMC Acquisition ............................................ 45
3.4 The CIMC Completion .................................................................................................. 46
3.5 Other Salient Terms of the CIMC SPA .......................................................................... 46
3.6 Appointment of the Proposed Director to the Post-Completion Board ........................ 47
4. THE PROPOSED MANAGEMENT CO ACQUISITION............................................................ 47
4.1 The Management Co Consideration ............................................................................ 47
4.2 Issue of the Management Co Additional Shares .......................................................... 51
4.3 Conditions Precedent to the Proposed Management Co Acquisition .......................... 52
4.4 The Management Co Completion ................................................................................ 53
4.5 Other Salient Terms of the Management Co Agreements............................................ 53
5. MORATORIUM.......................................................................................................................... 54
5.1 Moratorium in relation to the Proposed CIMC Acquisition............................................ 54
5.2 Moratorium in relation to the Proposed Management Co Acquisition .......................... 56
6. THE PROPOSED SHARE CONSOLIDATION ........................................................................ 57
6.1 Rationale for the Proposed Share Consolidation.......................................................... 58
6.2 Conditions Precedent for the Proposed Share Consolidation ...................................... 58
6.3 Effect on share options under the Scheme .................................................................. 58
6.4 Updating of Register of Members and Depository Register for the Shares ................ 58
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CONTENTS
6.5 Deposit of Share Certificates with CDP........................................................................ 58

6.6 Issue of New Share Certificates .................................................................................. 59
6.7 Share Certificates not valid for settlement of trades on Catalist .................................. 59
6.8 Trading arrangements for the Post-Consolidation Shares ............................................ 59
6.9 Trading arrangements for odd lots ................................................................................ 59
7. THE PROPOSED ALLOTMENT AND ISSUANCE OF THE AM CONVERSION SHARES .... 60
8. THE PROPOSED ALLOTMENT AND ISSUANCE OF THE CANACCORD SHARES............ 61
9. LISTING AND QUOTATION OF THE SHARES TO BE ISSUED IN CONNECTION WITH
THE PROPOSED TRANSACTIONS ........................................................................................ 61
10. THE DILUTION SCENARIOS .................................................................................................. 62
11. THE PROPOSED WHITEWASH RESOLUTION ...................................................................... 64
11.1 Mandatory General Offer requirement under the Code................................................ 64
11.2 Conditional waiver of the Mandatory General Offer requirement by the SIC .............. 65
11.3 Proposed Whitewash Resolution .................................................................................. 66
12. THE PROPOSED IPT MANDATE ............................................................................................ 67
12.1 Chapter 9 of the Catalist Rules .................................................................................... 67
12.2 Rationale for the Proposed IPT Mandate .................................................................... 69
12.3 Benefits of the Proposed IPT Mandate ........................................................................ 69
12.4 Classes of Interested Persons ...................................................................................... 70
12.5 Scope of and categories of Interested Person Transactions ........................................ 70
12.6 Review Procedures for the Interested Person Transactions ........................................ 71
12.7 Disclosure .................................................................................................................... 75
12.8 Expiry and Renewal of the Proposed IPT Mandate .................................................... 76
12.9 IFA for the Proposed IPT Mandate .............................................................................. 76
13. INTERESTED PERSON TRANSACTIONS AFTER THE PROPOSED ACQUISITION
COMPLETION .......................................................................................................................... 76
13.1 Interested Person Transactions of the Pteris Group .................................................... 76
13.2 Interested Person Transactions of the Tianda Group.................................................... 77
13.3 Interested Person Transactions of the Enlarged Group ................................................ 77
14. THE PROPOSED LISTING TRANSFER .................................................................................. 77
15. THE PROPOSED ADOPTION OF THE NEW ARTICLES OF ASSOCIATION ...................... 79
15.1 Background .................................................................................................................. 79
15.2 Summary of Principal Provisions in the New Articles .................................................. 79
16. PRO FORMA FINANCIAL EFFECTS OF THE PROPOSED ACQUISITION .......................... 85
17. COMPLIANCE PLACEMENT .................................................................................................. 88
18. INFORMATION ON THE ENLARGED GROUP ...................................................................... 88
18.1 Principal Business ........................................................................................................ 88
18.2 Group Structure ............................................................................................................ 89
18.3 Shareholding Structure ................................................................................................ 92
18.4 Management Structure ................................................................................................ 93
2
CONTENTS
18.5 Directors, Proposed Director, Executive Officers, Proposed Executive Officers

and Staff........................................................................................................................ 94
18.6 Prospects, Trend Information, Strategy and Future Plans ............................................ 103
18.7 Dividend Policy.............................................................................................................. 107
18.8 Exchange Control ........................................................................................................ 108
19. SELECTED FINANCIAL INFORMATION ................................................................................ 108
19.1 Pro forma financial information of the Enlarged Group ................................................ 109
19.2 Financial information of the Pteris Group .................................................................... 112
19.3 Financial information of the Tianda Group.................................................................... 114
20. MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND FINANCIAL POSITION OF THE ENLARGED GROUP .................................................. 116
20.1 Overview ...................................................................................................................... 117
20.2 Review of past operating performance ........................................................................ 127
20.3 Review of financial position .......................................................................................... 138
20.4 Liquidity and capital resources .................................................................................... 143
20.5 Capitalisation and Indebtedness .................................................................................. 144
20.6 Capital expenditures and divestments .......................................................................... 148
20.7 Commitments ................................................................................................................ 149
20.8 Contingent liabilities ...................................................................................................... 150
20.9 Working Capital ............................................................................................................ 151
20.10 Foreign Exchange Management .................................................................................. 153
21. CORPORATE GOVERNANCE ................................................................................................ 156
21.1 Board Practices ............................................................................................................ 156
21.2 Audit and Risk Committee ............................................................................................ 157
21.3 Nomination and Remuneration Committee .................................................................. 160
21.4 Information and Technology Committee........................................................................ 161
21.5 Information Disclosure .................................................................................................. 162
21.6 Legal Representative(s) ................................................................................................ 162
21.7 Term of Office of the Directors...................................................................................... 165
21.8 Potential Conflict of Interests ........................................................................................ 165
22. RISK FACTORS ........................................................................................................................ 166
22.1 Risks relating to the Business and Industry of the Pteris Group.................................. 166
22.2 Risks relating to the Business and Industry of the Tianda Group ................................ 173
22.3 Risks relating to Investment in the Shares of the Enlarged Group .............................. 173
22.4 Risks relating to Non-completion of the Proposed Acquisition .................................... 176
23. GENERAL AND STATUTORY INFORMATION........................................................................ 177
23.1 Information on Directors and Executive Officers .......................................................... 177
23.2 Share Capital ................................................................................................................ 179
23.3 Past and Present Directorships .................................................................................... 180
23.4 Material Contracts ........................................................................................................ 183
23.5 Material Litigation.......................................................................................................... 184
3
CONTENTS
24. ADVICE OF THE INDEPENDENT FINANCIAL ADVISERS IN RELATION TO THE

PROPOSED WHITEWASH RESOLUTION AND THE PROPOSED IPT MANDATE .............. 184
24.1 The Proposed Whitewash Resolution .......................................................................... 184
24.2 The Proposed IPT Mandate.......................................................................................... 195
25. INTERESTS OF THE DIRECTORS AND SUBSTANTIAL SHAREHOLDERS........................ 195
25.1 As at the Latest Practicable Date ................................................................................ 195
25.2 Last three (3) years prior to the Latest Practicable Date.............................................. 196
26. STATEMENT FROM THE AUDIT AND RISK COMMITTEE .................................................... 198
27. DIRECTORS’ RECOMMENDATIONS ...................................................................................... 198
27.1 The Proposed Transactions .......................................................................................... 198
27.2 The Proposed Adoption of the New Articles of Association of the Company .............. 199
28. ABSTENTION FROM VOTING ................................................................................................ 199
29. EXTRAORDINARY GENERAL MEETING .............................................................................. 199
30. ACTION TO BE TAKEN BY SHAREHOLDERS ...................................................................... 200
30.1 Appointment of Proxies ................................................................................................ 200
30.2 When Depositor Regarded as Shareholder.................................................................. 200
31. CONSENTS .............................................................................................................................. 200
32. RESPONSIBILITY STATEMENT BY DIRECTORS.................................................................. 201
33. RESPONSIBILITY STATEMENT BY TIANDA’S DIRECTORS ................................................ 201
34. FINANCIAL ADVISER’S RESPONSIBILITY STATEMENT .................................................... 202
35. INTERESTS OF FINANCIAL ADVISER, INDEPENDENT VALUER AND IFAS...................... 202
36. EXPERTS.................................................................................................................................. 202
37. DOCUMENTS AVAILABLE FOR INSPECTION ...................................................................... 202
38. ADDITIONAL INFORMATION .................................................................................................. 203
LETTER TO SHAREHOLDERS FROM THE DIRECTORS OF TIANDA............................................ 204
A. INTRODUCTION ...................................................................................................................... 204
B. INFORMATION ON THE TIANDA GROUP .............................................................................. 204
B1. BACKGROUND ........................................................................................................................ 204
B2. GROUP STRUCTURE .............................................................................................................. 205
B3. SHARE CAPITAL .................................................................................................................... 207
B4. PRINCIPAL SHAREHOLDERS ................................................................................................ 208
B5. HISTORY OF THE TIANDA GROUP ........................................................................................ 209
B6. TIANDA GROUP’S BUSINESS ................................................................................................ 210
B6.1 Business Overview........................................................................................................ 210
B6.2 Business Process ........................................................................................................ 211
B6.3 Awards and Accreditations............................................................................................ 214
B6.4 Business Development ................................................................................................ 216
B6.5 Major Suppliers ............................................................................................................ 216
B6.6 Major Customers .......................................................................................................... 217
B6.7 Credit Management ...................................................................................................... 218
4
CONTENTS
B6.8 Inventory Management ................................................................................................ 220

B6.9 Insurance ...................................................................................................................... 221
B6.10 Intellectual Property ...................................................................................................... 221
B6.11 Quality Assurance ........................................................................................................ 224
B6.12 Research and Development.......................................................................................... 224
B6.13 Licences, Permits, Certificates and Approvals.............................................................. 225
B6.14 Competition .................................................................................................................. 226
B6.15 Competitive Strengths .................................................................................................. 227
B6.16 Staff and Training .......................................................................................................... 228
B6.17 Properties, Plant and Equipment .................................................................................. 229
B6.18 Seasonality.................................................................................................................... 232
B6.19 Order Book.................................................................................................................... 232
B7. SELECTED FINANCIAL INFORMATION ................................................................................ 232
B7.1 Results of operations of the Tianda Group .................................................................. 233
B7.2 Financial Position of the Tianda Group ........................................................................ 233
B8. MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION OF THE TIANDA GROUP ...................................................... 234
B8.1 Overview ...................................................................................................................... 235
B8.2 Review of Past Performance ........................................................................................ 240
B8.3 Review of Financial Position ........................................................................................ 245
B8.4 Liquidity and Capital Resources .................................................................................. 247
B8.5 Capitalisation and Indebtedness .................................................................................. 249
B8.6 Capital Expenditures and Divestments ........................................................................ 251
B8.7 Commitments ................................................................................................................ 252
B8.8 Contingent Liabilities .................................................................................................... 253
B9. DIRECTORS, MANAGEMENT AND EMPLOYEES ................................................................ 253
B9.1 Directors........................................................................................................................ 253
B9.2 Management ................................................................................................................ 254
B9.3 Management Reporting Structure ................................................................................ 255
B9.4 Arrangement or Understanding .................................................................................... 255
B9.5 Legal Representative .................................................................................................... 255
B9.6 Material Background Information on the Proposed Director, Proposed Executive
Officers and the Controlling Shareholders of the Tianda Group .................................. 257
B10. RISK FACTORS RELATING TO THE TIANDA GROUP .......................................................... 258
B10.1 Risks Relating to our Industry and Business ................................................................ 259
B10.2 Risks Relating to the PRC ............................................................................................ 267
B11. INTERESTED PERSON TRANSACTIONS .............................................................................. 270
B11.1 Past Interested Person Transactions ............................................................................ 270
B11.2 Present and Ongoing Interested Person Transactions ................................................ 274
5
CONTENTS
B12. DIVIDEND POLICY .................................................................................................................. 280

B13. MATERIAL CONTRACTS ........................................................................................................ 280
B14. MATERIAL LITIGATION .......................................................................................................... 280
B15. THE TIANDA DIRECTORS’ RESPONSIBILITY STATEMENT ................................................ 281
APPENDIX A – ACA IFA LETTER IN RELATION TO THE PROPOSED WHITEWASH
RESOLUTION ...................................................................................................... A-1
APPENDIX B – AWFG IFA LETTER IN RELATION TO THE PROPOSED IPT MANDATE ........ B-1
APPENDIX C – VALUATION REPORT.......................................................................................... C-1
APPENDIX D – INDEPENDENT AUDITORS’ REPORT ON THE CONSOLIDATED
FINANCIAL STATEMENTS OF SHENZHEN CIMC-TIANDA AIRPORT
SUPPORT LTD AND ITS SUBSIDIARIES FOR THE FINANCIAL YEARS
ENDED 31 DECEMBER 2011, 2012, AND 2013 ................................................ D-1
APPENDIX E – REPORT ON THE UNAUDITED PRO FORMA CONSOLIDATED
FINANCIAL INFORMATION OF THE ENLARGED GROUP FOR THE
FINANCIAL YEARS ENDED 31 DECEMBER 2011, 2012, AND 2013 .............. E-1
APPENDIX F – TAXATION AND EXCHANGE CONTROLS ........................................................ F-1
APPENDIX G – SUMMARY OF RELEVANT PRC LAWS AND REGULATIONS ........................ G-1
APPENDIX H – SUMMARY OF MEMORANDUM AND ARTICLES OF ASSOCIATION OF
THE COMPANY .................................................................................................. H-1
APPENDIX I – THE PROPOSED NEW ARTICLES OF ASSOCIATION OF THE COMPANY.... I-1
NOTICE OF EXTRAORDINARY GENERAL MEETING .................................................................... N-1
PROXY FORM
6
CORPORATE INFORMATION
Existing Board : Mr. Lim Joo Boon (Non-Executive Chairman and

Independent Director)
Mr. Low Kok Hua (Non-Executive Director)
Mr. Yu Yuqun (Non-Executive Director)
Dr. Soon Kong Ann (Non-Executive Director)
Ms. Gan Siok Loon (Independent Director)
Mr. Fong Heng Boo (Independent Director)
Mr. Robert Chew (Independent Director)
Mr. Zheng Zuhua (Executive Director and Chief Executive
Officer)
Enlarged Board upon the completion : Mr. Li Yinhui (Non-Executive Chairman)

of the Proposed Acquisition Mr. Low Kok Hua (Non-Executive Director)
Dr. Soon Kong Ann (Independent Director)
Mr. Fong Heng Boo (Lead Independent Director)
Mr. Zheng Zuhua (Executive Director and Group Chief
Executive Officer)
Company Secretaries : Ong Beng Hong, LLB (Hons)

Tan Swee Gek, LLB (Hons)
Registered Office of the Company : 28 Quality Road

Singapore 618828
Telephone Number: (65) 6861 2828
Fax Number: (65) 6266 5516
Share Registrar : KCK CorpServe Pte Ltd

333 North Bridge Road #08-00 KH KEA Building
Singapore 188721
Financial Adviser to the Company in : Canaccord Genuity Singapore Pte. Ltd.

respect of the Proposed Transactions 77 Robinson Road #21-02
and Proposed Sponsor to the Singapore 068896
Company in respect of the Proposed
Listing Transfer
Financial Adviser to CIMC-HK in : ING Bank N.V., Singapore Branch

respect of the Proposed Transactions 9 Raffles Place
#19-02, Republic Plaza
Singapore 048619
Auditors to the Company and : KPMG LLP

Reporting Accountants of the 16 Raffles Quay #22-00
Enlarged Group Hong Leong Building
Singapore 048581
Partner-in-charge: Mr. Gerald Low

(a practising member of the Institute of Singapore
Chartered Accountants)
Registered Office of Tianda : Shenzhen CIMC-Tianda Airport Support Ltd

(深圳中集天达空港设备有限公司)
4 Gongye Fourth Road,
Shekou, Nanshan District,
Shenzhen City (深圳市南山区蛇口工业四路四号), PRC
7
Auditors to the Tianda Group : KPMG LLP

16 Raffles Quay #22-00
Hong Leong Building
Singapore 048581
Partner-in-charge: Mr. Gerald Low

(a practising member of the Institute of Singapore
Chartered Accountants)
Legal Adviser to the Company in : Messrs. Lee & Lee

respect of the Proposed 50 Raffles Place
Transactions and on Singapore Law #06-00 Singapore Land Tower
Singapore 048623
Legal Adviser to CIMC-HK on : WongPartnership LLP

Singapore Law 12 Marina Boulevard Level 28
Marina Bay Financial Centre Tower 3
Singapore 018982
Legal Adviser to the Company on : GFE Law Office

PRC Law 18th Floor, Guangdong Holdings Tower,
No.555, Dongfeng East Road,
Guangzhou, PRC
Legal Adviser to the Company on : Iu, Lai & Li

Hong Kong Law Rooms 2201, 2201A & 2202, 22nd Floor, Tower I, Admiralty
Centre,
No. 18 Harcourt Road, HKSAR
Legal Adviser to the Company on : Taj - Société d’avocats

French Law 181 avenue Charles de Gaulle
F- 92524 Neuilly-sur-Seine Cedex, France
Legal Adviser to the FA : ATMD Bird & Bird LLP

and Proposed Sponsor 2 Shenton Way
#18-00 SGX Centre 1
Singapore 068804
Independent Valuer : Jones Lang LaSalle Corporate Appraisal and Advisory

Limited
6th Floor, Three Pacific Place
1 Queen’s Road East
HKSAR
Independent Financial Adviser in : Asian Corporate Advisors Pte. Ltd.

relation to the Proposed 112 Robinson Road
Whitewash Resolution Singapore 068902
Independent Financial Adviser in : Asiasons WFG Capital Pte Ltd

relation to the Proposed IPT 22 Cross Street
Mandate #03-54/61 China Square Central
Singapore 048421
8
Principal Bankers of the Company : DBS Bank Limited

Australia and New Zealand Banking Group Limited
Standard Chartered Bank
ING Bank N.V.
Principal Bankers of the Tianda : Bank of China

Group China Merchants Bank
Nanyang Commercial Bank
9
DEFINITIONS
For the purpose of this Circular, the following definitions apply throughout unless the context otherwise
requires or unless otherwise stated:
Companies within the Enlarged Group

“CIMC-Langfang” : Langfang CIMC Airport Support Ltd (廊坊中集空港设备有限公司)
“CIMC Kunshan” : Kunshan CIMC Logistics Automation Equipment Co., Ltd. (昆山中
集物流自动化设备有限公司)
“CIMC Longyan” : CIMC-Tianda (Longyan) Investment Development Co., Ltd. (中集

天达（龙岩）发展有限公司)
“Company”, “Pteris” or : Pteris Global Limited

“Purchaser”
“Enlarged Group” : The group comprising the Pteris Group and the Target Group
Companies, after the Proposed Acquisition Completion
“Pteris Group” : Pteris and its subsidiaries (namely Inter-Roller Investments Pte.
Ltd., Inter-Roller Engineering Services Pte. Ltd., Pteris Pte Ltd,
AeroMobiles Pte. Ltd., Pteris Global Sdn. Bhd., IR (Middle East)
LLC, Pteris Global (Beijing) Ltd, Pteris Global (Suzhou) Ltd,
Pteris Global (India) Pvt Ltd, Pteris Global (Thailand) Pte Ltd,
CDG Systems Ltd, Pteris Global (USA) Inc. and Pteris Global
(Canada) Inc.)
“Techman” : Techman (Hong Kong) Limited
“Target Group Companies” : Techman, the Tianda Group and any other subsidiary, associated
company, branch office and/or representative office which
Techman or its existing subsidiaries may incorporate, establish,
or acquire from time to time (each as applicable)
“Tianda” : Shenzhen CIMC-Tianda Airport Support Ltd (深圳中集天达

空港设备有限公司)
“Tianda Group” : Tianda, its subsidiaries (namely Xinfa, Tianda Logistics, Tianda
Hong Kong, CIMC-Langfang, CIMC Kunshan and CIMC
Longyan), branch offices (namely Shenzhen CIMC-Tianda
Airport Support Ltd. French branch office (深圳中集天达空港设备
有限公司法国分公司), Shenzhen CIMC-Tianda Airport Support
Ltd Hefei Branch (深圳中集天达空港设备有限公司合肥分公司),
the Shenzhen CIMC-Tianda Airport Support Ltd. French Liaison
Office (深圳中集天达空港设备有限公司法国代表处) and any other
subsidiary, associated company, branch office and/or
representative office which Tianda or its existing subsidiaries may
incorporate, establish, or acquire from time to time (each as
applicable)
“Tianda Hong Kong” : CIMC-Tianda Airport Support (Hong Kong) Limited (中集天达空
港设备(香港)有限公司)
“Tianda Logistics” : Shenzhen CIMC-Tianda Logistics System Engineering Co., Ltd.

(深圳中集天达物流系统工程有限公司)
“Xinfa” : Xinfa Airport Equipment Ltd (民航协发机场设备有限公司)
10
DEFINITIONS
Other agencies, corporations and organisations

“ACRA” : Accounting and Corporate Regulatory Authority
“ACA” : Asian Corporate Advisors Pte. Ltd.
“Authority” or “MAS” : The Monetary Authority of Singapore
“AWFG” : Asiasons WFG Capital Pte Ltd
“Canaccord Genuity”, “FA” or : Canaccord Genuity Singapore Pte. Ltd.

“Proposed Sponsor”
“CDP” : The Central Depository (Pte) Limited
“CIMC” : China International Marine Containers (Group) Ltd, the 100%

holding company of CIMC-HK
“CIMC Finance” : CIMC-Finance Company Ltd., a wholly-owned subsidiary of

CIMC
“CIMC Group” : CIMC and its associated companies and subsidiaries, collectively
“CIMC-HK” : China International Marine Containers (Hong Kong) Ltd
“Crisplant” : Crisplant A/S
“IFA” or “Independent Financial : ACA or AWFG, as applicable

Adviser”
“Management Co” : Shenzhen TGM Ltd. (深圳市特哥盟科技有限公司)
“SGX-ST” : Singapore Exchange Securities Trading Limited
“Share Registrar” : KCK CorpServe Pte Ltd
“Sharp Vision” or “SVHL” : Sharp Vision Holdings Limited, a wholly-owned subsidiary of

CIMC-HK
“SIC” : Securities Industry Council
“Valuer” : Jones Lang LaSalle Corporate Appraisal and Advisory Limited,

the independent valuer appointed by the Company to determine
the market value of the Tianda Group
General
“ACA IFA Letter” : ACA’s letter to the Recommending Directors (Whitewash) dated
24 June 2014, in relation to the Proposed Whitewash Resolution,
as set out in Appendix A entitled “ACA IFA Letter in relation to
the Proposed Whitewash Resolution” of this Circular
“Additional Costs” : All such costs incurred by the Company arising out of, or
otherwise in connection with the Crisplant Arbitration or the
Prolongation Claims (which shall include, but is not limited to,
legal costs, accounting costs and all other applicable costs)
11
DEFINITIONS
“Additional Shares : The announcement made by the Company on 26 March 2014

Announcement” relating to, inter alia, the CIMC Supplemental Deed, the
Management Co Share Issuance Agreement Supplemental
Deed, the amendments to the Management Co SPA and the
Management Co SPA Clarification Letter
“AM Conversion Shares” : Such integer number of Post-Consolidation Shares which is

equivalent to 9,230,769 Pre-Consolidation Shares, subject to
adjustments for Capital Changes in accordance with the terms of
the CIMC SPA and rounded down to the nearest whole number,
to be allotted and issued by the Purchaser to CIMC (or its
nominee) at the Issue Price on the CIMC Completion Date
pursuant to a conversion of the Advanced Monies
“Advanced Monies” : The S$1.2 million convertible loan which was advanced by CIMC-
HK to the Company (on an interest free basis), for the purposes
of, on the terms and to be used in the manner set out in Section
7 entitled “The Proposed Allotment and Issuance of the AM
Conversion Shares” of this Circular, and does not form part of the
CIMC Consideration
“Arbitral Conclusion Date” : The date of the arbitral award or settlement of the Crisplant
Arbitration
“Articles” : The articles of association of the Company, as may be amended,

varied or supplemented from time to time
“Associate” : (a) in relation to any director, chief executive officer,

substantial shareholder or controlling shareholder (being
an individual) means:
(i) his immediate family;
(ii) the trustees of any trust of which he or his

immediate family is a beneficiary, or in the case of a
discretionary trust, is a discretionary object; or
(iii) any company in which he and his immediate family

together (directly or indirectly) have an interest of
thirty per cent. (30%) or more; or
(b) in relation to a substantial shareholder or a controlling

shareholder (being a company), means any company
which is its subsidiary or holding company or is a
subsidiary of such holding company; or one in the equity of
which it and/or such other company or companies taken
together (directly or indirectly) have an interest of thirty per
cent. (30%) or more
“Associated Company” : A company in which at least twenty per cent. (20%) but not more
than fifty per cent. (50%) of its shares are held by the listed
company or group
“Audit and Risk Committee” : The Audit and Risk Committee of the Company, which as at the
date of this Circular, comprises Mr. Fong Heng Boo, Ms. Gan
Siok Loon, Dr. Soon Kong Ann and Mr. Robert Chew
12
DEFINITIONS
“AWFG IFA Letter” : AWFG’s letter to the Recommending Directors (IPT) dated 24
June 2014, in relation to the Proposed IPT Mandate, as set out in
Appendix B entitled “AWFG IFA Letter in relation to the Proposed
IPT Mandate” of this Circular
“Base Case Dilution Scenario” : Has the meaning ascribed to it in Section 10 entitled “The
Dilution Scenarios” of this Circular
“Book Value” : (a) in respect of the Crisplant Arbitration, the relevant costs
capitalised in the accounts of the Company for FY2012; or
(b) in respect of the Prolongation Claims, the relevant costs

capitalised in the accounts of the Company for FY2012, for
costs incurred for work done leading to the Prolongation
Claims
“Books Closure Date” : Subject to Shareholders’ approval for the Proposed Transactions,
the time and date to be determined by the Directors, at and on
which the Register of Members and the share transfer books of
the Company will be closed to determine the entitlements of
Post-Consolidation Shares of Shareholders pursuant to the
Proposed Share Consolidation
“Business” : The business of the Tianda Group, being the business of design,
development, manufacture, installation and maintenance of
passenger boarding bridges, ground support equipment,
materials handling systems and automated carpark systems
“Business Day” : A day (other than Saturday, Sunday or gazetted public holidays)
on which banks are open for business in Singapore, the PRC and
the HKSAR
“Canaccord Completion Date” : Such date which is as soon as reasonably practicable after the
CIMC Completion Date, but in any event no later than seven (7)
days thereafter
“Canaccord Shares” : Such integer number of Post-Consolidation Shares (rounded

down to the nearest whole number) to be allotted and issued to
Canaccord Genuity in satisfaction of the Canaccord Shares
Amount, on such terms and in the manner set out in Section 8
entitled “The Proposed Allotment and Issuance of the Canaccord
Shares” of this Circular
“Canaccord Shares Amount” : An amount of S$550,000
“Capital Changes” : Any capital changes of the Company, including but not limited to,
any rights issues, share consolidation (excluding the Proposed
Share Consolidation), share splits, any subsequent share
placements, any dilution caused by any employee share option
plan or employee share plan (including but not limited to the
Scheme) and any analogous transactions, provided always that
such capital changes shall exclude such capital changes of the
Company in connection with the allotment and issuance of the
Shares in respect of (a) the Proposed CIMC Acquisition and (b)
the Proposed Management Co Acquisition
“Catalist” : The Catalist Board of the SGX-ST
13
DEFINITIONS
“Catalist Rules” : The SGX-ST Listing Manual Section B: Rules of Catalist, as

amended, varied or supplemented from time to time
“CIMC Additional Shares” : Such integer number of Post-Consolidation Shares which is

adjustments for Capital Changes (if any) and rounded down to
the nearest whole number, to be allotted and issued by the
Purchaser to CIMC-HK (or its nominees) for nil consideration on
the CIMC Completion Date
“CIMC Aggregate Consideration : The CIMC Consideration Shares, the CIMC Deferred
Shares” Consideration Shares, the CIMC Crisplant Shares and the CIMC
Prolongation Claims Shares, collectively
“CIMC Completion” : The completion of the sale and purchase of the CIMC Sale
Shares under the CIMC SPA in the manner set out in Section 3.4
entitled “The CIMC Completion” of the Circular
“CIMC Completion Date” : The date of the CIMC Completion
“CIMC Consideration” : An amount of S$96.3032 million (being the equivalent of

approximately RMB486.331 million at the Exchange Rate)
“CIMC Consideration Shares” : Such integer number of Post-Consolidation Shares which is

Purchaser to CIMC-HK (or its nominees) at the Issue Price on
the CIMC Completion Date in satisfaction of the CIMC
Consideration Shares Amount
“CIMC Consideration Shares : An aggregate amount of S$70.000 million (being the equivalent
Amount” of approximately RMB353.500 million at the Exchange Rate)
“CIMC Crisplant Arbitration : An aggregate amount of S$7.000 million (being the equivalent of
Amount” approximately RMB35.350 million at the Exchange Rate)
“CIMC Crisplant Arbitration : Has the meaning ascribed to it in Section 3.1 of this Circular
Shares Adjustment”
“CIMC Crisplant Shares” : Such integer number of Post-Consolidation Shares, subject to

Purchaser to CIMC-HK (or its nominees) at the Issue Price in
satisfaction of the CIMC Crisplant Arbitration Amount
“CIMC Crisplant Shares : 53,846,153 Pre-Consolidation Shares CIMC Litigation Share

Calculation Formula” (subject to adjustment for the Proposed -
Share Consolidation and any Capital Issue Price
Changes (if applicable))
“CIMC Crisplant Shares : (a) the CIMC Completion Date (in the event that the Arbitral
Completion Date” Conclusion Date falls on such date before the CIMC Completion
Date); (b) the earlier of ninety (90) days from the Arbitral
Conclusion Date or the Fifth Anniversary Date; or (c) such other
date as the Company and CIMC-HK may agree to in writing
14
DEFINITIONS
“CIMC Deferred Consideration : The CIMC Deferred Consideration Tranche 1 Shares and the
Shares” CIMC Deferred Consideration Tranche 2 Shares, collectively
“CIMC Deferred Consideration : An aggregate amount of S$16.800 million (which is equivalent to

Shares Amount” approximately RMB84.840 million at the Exchange Rate), being
the aggregate amount of the CIMC Deferred Consideration
Shares Tranche 1 Amount and CIMC Deferred Consideration
Shares Tranche 2 Amount
“CIMC Deferred Consideration : (a) in respect of the CIMC Deferred Consideration Tranche 1
Shares Completion Date” Shares, not later than thirty (30) days from the date of the
Tianda Group’s FY2013 signed audited accounts or such
later date as may be agreed to by CIMC-HK and the
Company in writing; or
(b) in respect of the CIMC Deferred Consideration Tranche 2

Shares, not later than ninety (90) days after the CIMC
Deferred Consideration Tranche 2 Shares Calculation Date
“CIMC Deferred Consideration : Such integer number of Post-Consolidation Shares which is

Tranche 1 Shares” equivalent to 13,461,538 Pre-Consolidation Shares, subject to
Purchaser to CIMC-HK (or its nominee) at the Issue Price on the
CIMC Deferred Consideration Shares Completion Date, in
satisfaction of the CIMC Deferred Consideration Tranche 1
Shares Amount
“CIMC Deferred Consideration : Such integer number of Post-Consolidation Shares, subject to

Tranche 2 Shares” adjustments for Capital Changes (if any) and rounded down to
Purchaser to CIMC-HK (or its nominee) at the Issue Price on the
CIMC Deferred Consideration Shares Completion Date, in
satisfaction of the CIMC Deferred Consideration Tranche 2
Shares Amount
“CIMC Deferred Consideration : An amount of S$1.750 million (being the equivalent of

Tranche 1 Shares Amount” approximately RMB8.8375 million at the Exchange Rate)
“CIMC Deferred Consideration : An amount of S$15.050 million (being the equivalent of

Tranche 2 Shares Amount” approximately RMB76.0025 million at the Exchange Rate)
“CIMC Deferred Consideration : As soon as reasonably practicable, but in any event not later than
Tranche 2 Shares Calculation thirty (30) days after the date of signoff of the auditors of the
Date“ Target Group Companies’ audited accounts for FY2015
“CIMC Deferred Consideration : 0.65 X [Target Company’s PATMI for FY2014 + (0.7 x Tianda
Tranche 2 Shares Formula” Group’s PATMI for FY2014)]
Issue Price
0.90 X [Target Company’s PATMI for FY2015 + (0.7 x Tianda

Group’s PATMI for FY2015)]
Issue Price
15
DEFINITIONS
“CIMC Litigation Share” : (Recovery Amount – Additional Costs – Book Value) x 0.659 x
0.7
“CIMC Prolongation Claims : (a) the CIMC Completion Date (in the event that the Prolongation
Completion Date” Claims Conclusion Date falls on such date before the CIMC
Completion Date); (b) the earlier of the Prolongation Claims
Conclusion Date or ninety (90) days from the Third Anniversary
Date; or (c) such other date as CIMC-HK and the Company may
agree to in writing
“CIMC Prolongation Claims : 19,255,384 Pre-Consolidation CIMC Prolongation

Formula” Shares (subject to adjustment Claims Portion
for the Proposed Share -
Consolidation and any Capital Issue Price
“CIMC Prolongation Claims : An amount of S$2.5032 million (being the equivalent of

Payment Amount” approximately RMB12.641 million at the Exchange Rate)
“CIMC Prolongation Claims : (Recovery Amount – Additional Costs – Book Value) x 0.659 x
Portion” 0.7
“CIMC Prolongation Claims : Such integer number of Post-Consolidation Shares, subject to

Shares” adjustments for Capital Changes (if any) and rounded down to
Purchaser to CIMC-HK (or its nominee) at the Issue Price in
satisfaction of the CIMC Prolongation Claims Payment Amount
“CIMC Prolongation Claims : Has the meaning ascribed to it in Section 3.1 of this Circular
Shares Adjustment“
“CIMC Sale Shares” : One hundred per cent. (100%) of the entire issued and paid-up
share capital of Techman
“CIMC Side Letter : The announcement made by the Company on 6 January 2014
Announcement” relating to the CIMC SPA Side Letter entered into between the
Company and CIMC-HK to amend, vary and supplement the
terms of the CIMC SPA
“CIMC SPA” : The conditional sale and purchase agreement dated 29 July
2013 entered into between the Company and CIMC-HK in
relation to the Proposed CIMC Acquisition, as may be amended,
varied and supplemented from time to time (including, but not
limited to, the amendments and modifications made pursuant to
the CIMC SPA Side Letter and the CIMC Supplemental Deed)
“CIMC SPA Announcement” : The announcement made by the Company on 29 July 2013 in
relation to, inter alia, the Proposed CIMC Acquisition and the
Proposed Whitewash Resolution
“CIMC SPA Side Letter” : The side letter entered into between the Company and CIMC-HK
on 6 January 2014 to amend, vary and supplement the terms of
the CIMC SPA
“CIMC Supplemental Deed” : The supplemental deed entered into between the Company and
CIMC-HK on 26 March 2014 to amend, vary and supplement the
terms of the CIMC SPA
16
DEFINITIONS
“Circular” : This circular to Shareholders dated 24 June 2014
“Code” : The Singapore Code on Take-overs and Mergers, as amended or

modified from time to time
“Code of Corporate Governance” : The Code of Corporate Governance 2012, as may be amended
or modified from time to time
“Companies Act” or the “Act” : The Companies Act, Chapter 50, of Singapore, as amended or
modified from time to time
“Concert Parties” : As defined in paragraph 1 of the Definitions sections of the Code,

being parties acting in concert with each of CIMC-HK (including
SVHL, which is a wholly-owned subsidiary of CIMC-HK and is
thus considered as a party acting in concert with CIMC-HK) and
the Management Co
“Controlling Shareholder” : A person who (i) holds directly or indirectly fifteen per cent. (15%)
or more of the total number of voting Shares of the Company; or
(ii) in fact exercises control over the Company; or (iii) such other
definition as the SGX-ST may from time to time determine
“Crisplant Arbitration” : The ongoing arbitration proceedings between the Company and
Crisplant in relation to the baggage handling systems works for
the New Doha International Airport (now known as the Hamad
International Airport)
“Deferred Consideration Tranche : (a) the aggregate Target Group Companies’ Revised PATMI for
2 Shares Conditions” FY2014 and FY2015 being a positive number; and
(b) if the Target Group Companies’ Revised PATMI for any of

FY2014 or FY2015 is a negative number, such negative
number shall not exceed S$5 million
“Directors”, “Board” or “Existing : The directors of the Company as at the Latest Practicable Date
Board”
“EGM” : The extraordinary general meeting of the Company to be held on

23 July 2014 (or any adjournment thereof), notice of which is set
out in this Circular, in respect of the Proposed Transactions and
the proposed adoption of the New Articles
“Enlarged Share Capital” : The enlarged issued share capital of the Company after the
allotment and issuance of the CIMC Aggregate Consideration
Shares, the CIMC Additional Shares, the Management Co
Aggregate Consideration Shares, the Management Co Additional
Shares, the AM Conversion Shares and the Canaccord Shares
“Exchange Rate” : S$1.00 to RMB5.05, being the average exchange rate for
FY2012
“Executive Officer” : The existing executive officer of the Company as at the Latest
Practicable Date
“Existing Articles” : The existing Articles
17
DEFINITIONS
“Existing Options” : The share options outstanding under the Scheme granted to 11
option holders which are exercisable into 1,002,671 Shares as at
the Latest Practicable Date
“Existing Share Capital” : The existing issued and paid-up Share capital of the Company of
S$65,160,582 divided into 548,488,257 Pre-Consolidation
Shares as at the Latest Practicable Date
“Fifth Anniversary Date” : The fifth anniversary of the CIMC Completion Date
“Final Completion Date” : Following the Proposed Acquisition Completion, the later of the
dates whereby any of the following tranches of Shares are issued
and allotted in connection with the Proposed Acquisition (being,
the CIMC Aggregate Consideration Shares, CIMC Additional
Shares, AM Conversion Shares, Canaccord Shares,
Management Co Aggregate Consideration Shares and
Management Co Additional Shares)
“FRS” : Singapore Financial Reporting Standards
“FY” : Financial year ending or ended 31 December as the case may

be
“GDP” : Gross Domestic Product
“HKSAR” : The Hong Kong Special Administrative Region
“Independent Shareholders” : Shareholders who are considered independent for the purpose of
the Proposed Whitewash Resolution
“Initial Warranty” : The undertaking in the CIMC SPA stating, inter alia, that the
Pteris Group’s net asset value as at 31 December 2013 shall be
not less than S$50 million.
“Interested Persons” : The persons referred to in Section 12.4 of this Circular
“Interested Person Transactions” : The transactions referred to in Section 12.5 of this Circular
“Issue Price” : Such Post-Consolidation Share issue price of S$0.65 (based on

a Pre-Consolidation Share issue price of S$0.13) as may be
further adjusted for Capital Changes (if applicable)
“Latest Practicable Date” : 10 June 2014, being the latest practicable date prior to printing of
this Circular
“Listing Manual” : The Listing Manual of the SGX-ST
“Long Stop Date” : 31 August 2014 or such further date as CIMC-HK, the
Management Co and the Company may agree in writing
“Main Board” : The main board of the SGX-ST
“Management Co Additional : Such integer number of Post-Consolidation Shares which is

Shares” equivalent to 79,387,226 Pre-Consolidation Shares, subject to
Purchaser to the Management Co for nil consideration on the
Management Co Completion Date
18
DEFINITIONS
“Management Co Aggregate : The Management Co Consideration Shares, the Management Co

Consideration Shares” Deferred Consideration Shares, the Management Co Crisplant
Shares and the Management Co Prolongation Claims Shares,
collectively
“Management Co Agreements” : The Management Co SPA and the Management Co Share

Issuance Agreement, as may be amended, modified or
supplemented from time to time, both of which shall be read
severally and not jointly
“Management Co Agreements : The announcement made by the Company on 12 November

First Announcement” 2013 in relation to, inter alia, the finalisation of the principal terms
of the Management Co SPA
“Management Co Agreements : The announcement made by the Company on 28 November

Second Announcement” 2013 in relation to, inter alia, the execution formalities being
fulfilled for the Management Co SPA and the execution by the
Company of the Management Co Agreements
“Management Co Completion” : The completion of the sale and purchase of the Management Co
Sale Shares under the Management Co Share Issuance
Agreement in the manner set out in Section 4.4 of the Circular
“Management Co Completion : The date of the Management Co Completion

Date”
“Management Co Consideration” : An amount of S$41.2728 million (being the equivalent of

approximately RMB208.4276 million at the Exchange Rate)
“Management Co Consideration : Such integer number of Post-Consolidation Shares which is

Shares” equivalent to 230,769,230 Pre-Consolidation Shares, subject to
Purchaser to the Management Co at the Issue Price on the
Management Co Completion Date in satisfaction of the
Management Co Consideration Shares Amount
“Management Co Consideration : An aggregate amount of S$30.000 million (being the equivalent

Shares Amount” of approximately RMB151.500 million at the Exchange Rate)
“Management Co Crisplant : The aggregate amount of S$3.000 million (being the equivalent
Arbitration Amount” of approximately RMB15.150 million at the Exchange Rate)
“Management Co Crisplant : Has the meaning ascribed to it in Section 4.1 of this Circular
Arbitration Shares Adjustment”
“Management Co Crisplant : Such integer number of Post-Consolidation Shares, subject to

Shares” adjustments for Capital Changes (if any) and rounded down to
Purchaser to the Management Co at the Issue Price in
satisfaction of the Management Co Crisplant Arbitration Amount
“Management Co Crisplant : 23,076,922 Pre-Consolidation Management Co

Shares Calculation Formula” Shares (subject to adjustment Litigation Share
for the Proposed Share -
Consolidation and any adjustment Issue Price
for Capital Changes (if applicable))
19
DEFINITIONS
“Management Co Crisplant : The CIMC Crisplant Shares Completion Date or such later date
Shares Completion Date” as the Management Co and the Company may agree in writing
“Management Co Deferred : The Management Co Deferred Consideration Tranche 1 Shares

Consideration Shares” and the Management Co Deferred Consideration Tranche 2
Shares, collectively
“Management Co Deferred : An aggregate amount of S$7.200 million (which is equivalent to

Consideration Shares Amount” approximately RMB36.360 million at the Exchange Rate), being
the aggregate amount of the Management Co Deferred
Consideration Shares Tranche 1 Amount and Management Co
Deferred Consideration Shares Tranche 2 Amount
“Management Co Deferred : (a) in respect of the Management Co Deferred Consideration

Consideration Shares Tranche 1 Shares, the CIMC Deferred Consideration
Completion Date” Shares Completion Date (applicable to the CIMC Deferred
Consideration Tranche 1 Shares) or such later date as may
be agreed to by the Management Co and the Company in
writing; or
(b) in respect of the Management Co Deferred Consideration

Tranche 2 Shares, the CIMC Deferred Consideration
Shares Completion Date (applicable to the CIMC Deferred
Consideration Tranche 2 Shares) or such later date as may
be agreed to by the Management Co and the Company in
writing
“Management Co Deferred : Such integer number of Post-Consolidation Shares which is

Consideration Tranche 1 Shares” equivalent to 5,769,230 Pre-Consolidation Shares, subject to
Management Co Deferred Consideration Shares Completion
Date, in satisfaction of the Management Co Deferred
Consideration Tranche 1 Shares Amount
“Management Co Deferred : Such integer number of Post-Consolidation Shares, subject to

Consideration Tranche 2 Shares” adjustments for Capital Changes (if any) and rounded down to
Management Co Deferred Consideration Shares Completion
Date, in satisfaction of the Management Co Deferred
Consideration Tranche 2 Shares Amount
“Management Co Deferred : The amount of S$0.750 million (being the equivalent of

Consideration Tranche 1 approximately RMB3.7875 million at the Exchange Rate)
Shares Amount”
“Management Co Deferred : An amount of S$6.450 million (being the equivalent of

Consideration Tranche 2 approximately RMB32.5725 million at the Exchange Rate)
Shares Amount”
20
DEFINITIONS
“Management Co Deferred : 0.65 X (0.3 x Tianda Group’s PATMI for FY2014)

Consideration Tranche 2
Shares Formula” Issue Price
0.90 X (0.3 x Tianda Group’s PATMI for FY2015)
Issue Price
“Management Co Litigation : (Recovery Amount – Additional Costs – Book Value) x 0.659 x

Share” 0.3
“Management Co Prolongation : (a) the Management Co Completion Date (in the event that the
Claims Completion Date” Prolongation Claims Conclusion Date falls on such date before
the Management Co Completion Date); (b) the earlier of the
Prolongation Claims Conclusion Date or ninety (90) days from
the Third Anniversary Date; or (c) such other date as the
Management Co and the Company may agree to in writing.
“Management Co Prolongation : 8,252,307 Pre-Consolidation Management Co

Claims Formula” Shares (subject to adjustment Prolongation Claims
for the Proposed Share Portion
Consolidation and any adjustment -
for Capital Changes (if applicable)) Issue Price
“Management Co Prolongation : An amount of S$1.0728 million (being the equivalent of

Claims Payment Amount” approximately RMB5.4176 million at the Exchange Rate)
“Management Co Prolongation : (Recovery Amount – Additional Costs – Book Value) x 0.659 x

Claims Portion” 0.3
“Management Co Prolongation : Such integer number of Post-Consolidation Shares, subject to

Claims Shares” adjustments for Capital Changes (if any) and rounded down to
Purchaser to the Management Co at the Issue Price in
satisfaction of the Management Co Prolongation Claims Payment
Amount
“Management Co Prolongation : Has the meaning ascribed to it in Section 4.1 of this Circular
Claims Shares Adjustment”
“Management Co Sale Shares” : Thirty per cent. (30%) equity interest in Tianda
or “30% Equity Interests”
“Management Co SPA” : The conditional share purchase agreement dated 28 November

2013 entered into between the Company and the Management
Co (as may be amended, modified or supplemented from time to
time) in relation to the Proposed Management Co Acquisition
“Management Co SPA : The announcement made by the Company on 29 April 2014 in

Amendment Announcement” relation to, inter alia, the execution formalities being fulfilled for
the amendments to the Management Co SPA
“Management Co SPA : The clarification letter entered into between the Company and the
Clarification Letter” Management Co on 26 March 2014 to clarify the terms of the
Management Co SPA
21
DEFINITIONS
“Management Co Share : The conditional share issuance agreement dated 28 November

Issuance Agreement” 2013 entered into between the Company and the Management
Co (as may be amended, modified or supplemented from time to
time (including, but not limited to, the amendments and
modifications made pursuant to the Management Co Share
Issuance Agreement Supplemental Deed)) in relation to, inter
alia, the allotment and issuance of the Management Co
Aggregate Consideration Shares and the Management Co
Additional Shares to the Management Co
“Management Co Share : The supplemental deed entered into between the Company and
Issuance Agreement the Management Co on 26 March 2014 to amend, vary and
Supplemental Deed” supplement the terms of the Management Co Share Issuance
Agreement for the purposes of, inter alia, the allotment and
issuance of the Management Co Additional Shares to the
Management Co
“Market Day” : A day on which the SGX-ST is open for trading in securities
“Maximum Dilution Scenario” : Has the meaning ascribed to it in Section 10 of this Circular
“Minimum Dilution Scenario” : Has the meaning ascribed to it in Section 10 of this Circular
“New Articles” : The new Articles proposed to be adopted by the Company, the
full text of which is contained in Appendix I entitled “The
Proposed New Articles of Association of the Company” of this
Circular
“Non-Compete Undertaking” : Has the meaning ascribed to it in Section 21.8 of this Circular
“NTA” : Net tangible assets
“PATMI” : Net profit after taxation and minority interests
“Placement Agreement” : Has the meaning ascribed to it in Section 23.4 of this Circular
“Post-Completion Board” or : The board of directors of the Enlarged Group, upon the Proposed
“Enlarged Board” Acquisition Completion
“Post-Consolidation Shares” : The issued Shares subsequent to the Proposed Share

Consolidation, and each “Post-Consolidation Share” shall be
construed accordingly
“Pre-Consolidation Share” : The issued Shares prior to the Proposed Share Consolidation,
and each “Pre-Consolidation Share” shall be construed
accordingly
“Prolongation Claims” : Such claims made by the Purchaser against certain third parties
“Prolongation Claims : Such date whereby the last of the outstanding claims under the
Conclusion Date” Prolongation Claims have been settled and/or recoverable from
the respective third parties
“PRC” : The People’s Republic of China
“Proposed Acquisition” : The Proposed CIMC Acquisition and the Proposed Management
Co Acquisition, collectively
22
DEFINITIONS
“Proposed Acquisition : The CIMC Completion and the Management Co Completion,

Completion” collectively
“Proposed Acquisition : The date of the CIMC Completion and the Management Co
Completion Date” Completion, collectively
“Proposed CIMC Acquisition” : The proposed acquisition of the CIMC Sale Shares by the
Company from CIMC-HK
“Proposed Management Co : The proposed acquisition of the Management Co Sale Shares by

Acquisition” the Company from the Management Co
“Proposed Director” : Mr. Li Yinhui, the new director proposed to be appointed to the
Post-Completion Board as the Non-Executive Chairman upon the
Proposed Acquisition Completion
“Proposed Executive Officers” : The new executive officers proposed to be appointed to the
Company upon the Proposed Acquisition Completion
“Proposed IPT Mandate” : The proposed grant of a general mandate by Shareholders for
recurring Interested Person Transactions to be entered into by the
Enlarged Group subsequent to the Proposed Acquisition
Completion, details as set out in Section 12 entitled “Proposed
IPT Mandate” of this Circular
“Proposed Listing Transfer” : The proposed transfer of the quotation and listing of the Shares
from the Main Board of the SGX-ST to the Catalist and the
admission of the Company to the Catalist
“Proposed Share Consolidation” : The proposed consolidation of five (5) Pre-Consolidation Shares
in the capital of the Company into one (1) Post-Consolidation
Share in the capital of the Company, whereby an odd lots counter
will be set up to facilitate trading in odd lots
“Proposed Transactions” : The Proposed Share Consolidation, the Proposed CIMC

Acquisition, the proposed allotment and issuance of the CIMC
Aggregate Consideration Shares and the CIMC Additional
Shares, the Proposed Management Co Acquisition, the proposed
allotment and issuance of the Management Co Aggregate
Consideration Shares and the Management Co Additional
Shares, the proposed allotment and issuance of the AM
Conversion Shares, the proposed allotment and issuance of the
Canaccord Shares, the Proposed Whitewash Resolution, the
proposed appointment of the Proposed Director, the Proposed
IPT Mandate and the Proposed Listing Transfer
“Proposed Whitewash Resolution” : The resolution to be approved by way of a poll by a majority of

the Independent Shareholders present and voting at the EGM to
waive their rights to receive a mandatory general offer from the
Vendors and their Concert Parties for all the Shares in issue not
already owned, controlled, or agreed to be acquired by the
Vendors and their Concert Parties following the Proposed
Acquisition Completion
“Proxy Form” : The proxy form in respect of the EGM set out in this Circular
23
DEFINITIONS
“Recommending Directors (IPT)” : The Directors who are deemed independent for the purposes of
the Proposed IPT Mandate, which comprise all the existing
Directors of the Company, save for Mr. Yu Yuqun (who is deemed
to be interested in the Proposed IPT Mandate)
“Recommending Directors : The Directors who are deemed independent for the purposes of
(Whitewash)” the Proposed Whitewash Resolution, which comprise all the
existing Directors of the Company, save for Mr. Yu Yuqun and Mr.
Zheng Zuhua (who are deemed to be interested in the Proposed
Whitewash Resolution)
“Record Date” : In relation to any dividends, rights, allotments or other

distributions, the date as at the close of business (or such other
time as may have been notified by the Company) on which
Shareholders must be registered with the Company or CDP or
the Securities Accounts of Shareholder must be credited with
Shares, as the case may be, in order to participate in such
dividends, rights, allotments or other distributions
“Recovery Amount” : (a) in respect of the Crisplant Arbitration, such amount being
the difference between: (i) the amount received by the
Company from Crisplant arising out of any arbitral award
or settlement from the Crisplant Arbitration; and (ii) any
amount payable by the Company to Crisplant (if
applicable), but excluding the Additional Costs; or
(b) in respect of the Prolongation Claims, such amount being

the difference between: (i) the amount received by the
Company from the relevant third parties arising out of such
Prolongation Claims; and (ii) any amount payable by the
Company to such third parties (if applicable), but excluding
the Additional Costs
“Register of Members” : Register of members of the Company
“Scheme” : The Inter-Roller Share Option Scheme 2001 (as amended,

modified or supplemented from time to time)
“Securities Account” : A securities account maintained by a Depositor with CDP but

does not include a securities sub-account maintained with a
Depository Agent
“SFA” : The Securities and Futures Act, Chapter 289, of Singapore, as

amended or modified from time to time
“SGXNET” : The SGXNET Corporate Announcement System
“Share” : An ordinary share in the share capital of the Company and

“Shares” shall be construed accordingly
“Shareholders” : Registered holders of Shares in the Register of Members of the

Company, except that where the registered holder is CDP, the
term “Shareholders” shall, in relation to such Shares and where
the context so admits, mean the Depositors whose Securities
Accounts are credited with those Shares
24
DEFINITIONS
“SIC Conditions” : Conditions imposed by the SIC to which the Whitewash Waiver is
subject, details of which are set out in Section 11.2 entitled the
“Conditional waiver of the Mandatory General Offer requirement
by the SIC” of this Circular
“Substantial Shareholder” : Has the meaning ascribed to it under Section 81 of the

Companies Act
“Target Group Companies’ : The aggregate of the Tianda Group’s PATMI and the Target
Revised PATMI” Company’s PATMI
“Target Company’s PATMI” : The profit after tax and minority interests for Techman (based on
the unconsolidated financial statements of Techman, whether
audited or not) after adjusting for inter-group transactions
“Tianda Group’s PATMI” : The audited profit after tax and minority interest for the Tianda
Group after adjusting for inter-group transactions
“Tianda Directors” : The directors of Tianda as at the Latest Practicable Date
“Tianda Dividend” : The one-off dividend of an aggregate amount of RMB60 million

to be distributed by Tianda to its shareholders, being (a) CIMC-
HK or Techman (as applicable); and (b) the Management Co,
prior to the CIMC Completion Date
“Tianda Restructuring” : The internal restructuring undertaken by CIMC-HK pursuant to

which Techman shall hold as its sole asset, the legal and
beneficial ownership of a seventy per cent. (70%) equity interest
in Tianda on or before the CIMC Completion Date
“Tianda Transfer” : The transfer of a seventy per cent. (70%) equity interest in Tianda
by CIMC-HK to Techman pursuant to the Tianda Restructuring
“Third Anniversary Date” : The third anniversary of the CIMC Completion Date
“Valuation Report” : The independent valuation report on the Tianda Group issued by
the Valuer dated 17 June 2014 as set out in Appendix C entitled
“Valuation Report” of this Circular
“Vendors” : CIMC-HK and the Management Co collectively, and each a

“Vendor”
“Vendors Concert Party Group” : In relation to the Proposed Whitewash Resolution, the Vendors
and their Concert Parties
“Whitewash Waiver” : The waiver granted by the SIC of the requirements for the
Vendors and their Concert Parties to make a mandatory general
offer for the Company under Rule 14 of the Code from their
acquisition of (a) the CIMC Aggregate Consideration Shares, the
Management Co Aggregate Consideration Shares and the AM
Conversion Shares pursuant to a letter of waiver from SIC dated
19 November 2013; and (b) the CIMC Additional Shares and the
Management Co Additional Shares pursuant to the SIC’s
response to an update letter by the Company to the SIC dated
16 May 2014, pursuant to the Proposed Acquisition, subject to
the approval of the Independent Shareholders for the Proposed
Whitewash Resolution at the EGM and such other conditions that
SIC had or may impose
25
DEFINITIONS
Currencies, units of measurement and others

“AED” : United Arab Emirates Dirham, representing the lawful currency of
United Arab Emirates
“CAD” : Canadian dollars, representing the lawful currency of Canada
“EUR” : Euro, representing the lawful currency of the European Union
“GBP” : British Pound Sterling, representing the lawful currency of the

United Kingdom
“HKD” : Hong Kong dollars, representing the lawful currency of HKSAR
“INR” : Indian Rupee, representing the lawful currency of India
“MYR” : Malaysian Ringgit, representing the lawful currency of Malaysia
“QAR” : Qatari Rial, representing the lawful currency of the State of Qatar
“RMB” : Renminbi, representing the lawful currency of PRC
“SGD” or “S$” and “cents” : Singapore dollars and cents respectively, representing the lawful
currency of the Republic of Singapore
“THB” : Thai Baht, representing the lawful currency of Thailand
“TWD” : New Taiwan dollars, representing the lawful currency of Taiwan
“USD” or “US$” : US dollars, representing the lawful currency of the United States
of America
“%” or “per cent.” : Percentage or per centum
The expressions “associate”, “group”, “subsidiary” and “substantial shareholder” shall have the meanings
ascribed to them respectively in the Fourth Schedule of the Securities and Futures (Offers of
Investments) (Shares and Debentures) Regulations 2005 and the Companies Act.
The terms “Depositor”, “Depository Agent” and “Depository Register” shall have the meanings
ascribed to them respectively in Section 130A of the Companies Act.
The terms “acting in concert”, “concert parties”, “associates” and “Whitewash Resolution” shall have the
meanings ascribed to them respectively in the Code.
Words importing the singular shall, where applicable, include the plural and vice versa. Words importing
the masculine gender shall, where applicable, include the feminine and neuter genders. References to
persons shall include corporations.
Any reference to a time of day in this Circular is made by reference to Singapore time unless otherwise
stated.
Any reference in this Circular to any enactment is a reference to that enactment as for the time being
amended or re-enacted. Any term defined under the Code, the Act, the SFA, the Listing Manual, the
Catalist Rules or any modification thereof and not otherwise defined in this Circular shall, where
applicable, have the same meaning ascribed to it under the Code, the Act, the SFA, the Listing Manual,
the Catalist Rules or such modification thereof, as the case may be.
All discrepancies in the tables in this Circular between the sum of listed amounts and the totals thereof
are due to rounding. Accordingly, figures shown as totals in this Circular may not be an arithmetic
aggregation of the figures which precede them.
26
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
All statements contained in this Circular, statements made in the press releases and oral statements that
may be made by the Company or its respective Directors or key executives or employees acting on the
Company’s behalf, and/or the Vendors, the directors or key executives or employees acting on behalf of
the Target Group Companies that are not statements of historical fact constitute “forward-looking
statements”. Some of these statements can be identified by words that are biased or by forward-looking
terms such as “anticipate”, “believe”, “could”, “estimate”, “expect”, “forecast”, “if”, “intend”, “may”,
“possible”, “probable”, “project”, “plan”, “should”, “will”, “would” and or similar words. However, these words
are not the exclusive means of identifying forward-looking statements. All statements regarding the
expected financial position, business strategy, plans and prospects of the Company, the Pteris Group, the
Target Group Companies and/or the Enlarged Group are forward-looking statements. These forward-
looking statements, including but not limited to, statements as to:
(a) revenue and profitability;
(b) any expected growth;
(c) expected industry trends;
(d) future expansion plans; and
(e) other matters discussed in this Circular regarding matters that are not historical facts,
are only predictions. These forward-looking statements involve known and unknown risks, uncertainties
and other factors that may cause the actual results, performance or achievements of the Company, the
Pteris Group, the Target Group Companies and/or the Enlarged Group to be materially different from any
future results, performance or achievements expected, expressed or implied by such forward-looking
statements. These risk factors and uncertainties are discussed in more detail in this Circular.
Given the risks and uncertainties that may cause the actual future results, performance or achievements
of the Company, the Pteris Group, the Target Group Companies and/or the Enlarged Group to be
materially different than expected, expressed or implied by the forward-looking statements in this Circular,
you are advised not to place undue reliance on those statements.
None of the Company, the Vendors, the Target Group Companies, their respective directors and executive
officers, or any other person represents or warrants to you that the actual future results, performance or
achievements of the Company, the Pteris Group, the Target Group Companies or the Enlarged Group will
be as discussed in those statements. The actual results of the Company, the Pteris Group, the Target
Group Companies or the Enlarged Group may differ materially from those anticipated in these forward-
looking statements. Further, the Company, the Vendors, the Target Group Companies and their respective
related corporations disclaim any responsibility to update any of those forward-looking statements or
publicly announce any revisions to those forward-looking statements to reflect future developments,
events or circumstances for any reason, even if new information becomes available or other events occur
in the future, subject to compliance with all applicable laws and regulations and/or rules of the SGX-ST
and/or any regulatory or supervisory body or agency. The Company, the Vendors, the Target Group
Companies and their respective related corporations are, however, subject to the provisions of the
Securities and Futures Act, the Listing Manual and the Catalist Rules (each as applicable) regarding
corporate disclosure.
Market and Industry Information

The Company, the Vendors, the Target Group Companies and their respective directors and executive
officers have derived certain facts and statistics in this Circular relating to the Business from various
publicly-available industry, government and research publications. This Circular also includes industry
data and forecasts that the Company, the Vendors, the Target Group Companies and their respective
directors and executive officers have obtained from industry publications and surveys, reports of
governmental agencies and internal company surveys. The Company, the Vendors, the Target Group
Companies and their respective directors and executive officers have taken reasonable action to ensure
that the facts and statistical data used in this Circular have been extracted from their respective sources
27
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
in their proper form and context. However, the Company, the Vendors, the Target Group Companies and
their respective directors and executive officers have not verified the accuracy of the information extracted
and do not make any representation as to its accuracy. None of the Company, the Vendors, the Target
Group Companies and their respective directors and executive officers have obtained the specific consent
of these sources for the inclusion of such information in this Circular unless otherwise specified. The
Company, the Vendors, the Target Group Companies and their respective directors and executive officers
are also not aware of any disclaimers made by these sources in relation to reliance on such information.
28
EXCHANGE RATES
The following table sets out the highest and lowest exchange rates for S$ and RMB, for each of the past
six (6) calendar months prior to the Latest Practicable Date. The table indicates the amount of RMB it
would take to buy one (1) Singapore dollar:-
RMB/S$
Highest Lowest
May 2014 4.996 4.972

Apr 2014 4.993 4.915
Mar 2014 4.944 4.825
Feb 2014 4.848 4.751
Jan 2014 4.794 4.731
Dec 2013 4.868 4.783
The following table sets forth, for each of the financial periods indicated, the average and closing
exchange rates. The average exchange rate has been calculated using the average of the exchange rates
on the last day of each month during each year or period.
RMB/S$
Closing Average
FY2011 4.8478 5.1642

FY2012 5.0956 5.0104
FY2013 4.8209 4.9442
As at the Latest Practicable Date, the closing exchange rate between RMB and S$ is RMB4.981 to S$1.
The exchange rates quoted in the tables above are quoted from Bloomberg L.P., Oversea-Chinese
Banking Corporation Limited and http://www.oanda.com and are provided solely for information and
should not be construed as representations that the RMB amounts actually represent such S$ amounts
or could be converted into S$ at the rates indicated, or at any other rate, or at all.
Each of Bloomberg L.P., Oversea-Chinese Banking Corporation Limited and http://www.oanda.com has
not consented to the inclusion of the exchange rates quoted in this Section and it is therefore not liable
for these statements under Sections 253 and 254 of the SFA. While reasonable actions have been taken
to ensure that the information attributed to the abovementioned sources is reproduced in its proper form
and context, and that the information is extracted accurately, there is no independent review of the
information extracted or verification of the accuracy of such information.
Where applicable, the exchange rates in these tables are used for translation of financial information
disclosed elsewhere in this Circular. In certain parts of this Circular, RMB amounts have been converted
into S$ amounts for the convenience of Shareholders, where appropriate.
29
GLOSSARY OF TECHNICAL TERMS
aircraft cargo loader : Used to transport cargo to the cabin of the airplane
aircraft de-icing vehicles : Vehicles which spray de-icing liquid at the aircraft’s body to remove any
ice formed on the surface
airport apron buses : Used to transport passengers between terminal buildings and remote
aircraft stands
airport catering truck : Multi-purpose vehicle used primarily to transport food and beverage,
luggage and other items
airport equipment : The products offered in the airport equipment segment include
passenger boarding bridges and ground support equipment
automated parking systems : Comprises parking systems that are used to efficiently utilise and
maximise car parking spaces
ground support equipment : Comprises various types of special vehicles including aircraft de-icing
vehicles, airport catering trucks, airport apron buses and aircraft cargo
loader
materials handling systems : Comprises products that are principally used by airports and seaports to
handle and transport different types of cargo and baggage
passenger boarding bridges : Used to connect airport terminals to commercial aircraft, providing direct
access for passengers from the terminal to the aircraft and vice versa
30
LETTER TO SHAREHOLDERS FROM THE DIRECTORS OF PTERIS GLOBAL LIMITED

Board of Directors: Registered Office:

Mr. Lim Joo Boon (Non-Executive Chairman and Independent Director) 28 Quality Road
Mr. Low Kok Hua (Non-Executive Director) Singapore 618828
Dr. Soon Kong Ann (Non-Executive Director)
Mr. Fong Heng Boo (Independent Director)
Mr. Zheng Zuhua (Executive Director and Chief Executive Officer)
24 June 2014
To: The Shareholders of Pteris Global Limited
Dear Sir / Madam,
(1) THE PROPOSED ACQUISITION OF 70% EQUITY INTERESTS IN SHENZHEN CIMC-TIANDA

AIRPORT SUPPORT LTD (深圳中集天达空港设备有限公司) (“TIANDA”) (THE “PROPOSED
CIMC ACQUISITION”) FROM CHINA INTERNATIONAL MARINE CONTAINERS (HONG KONG)
LTD (“CIMC-HK”) (INDIRECTLY BY WAY OF THE ACQUISITION OF 100% SHAREHOLDING
INTEREST IN TECHMAN (HONG KONG) LIMITED);
(2) THE PROPOSED ACQUISITION OF 30% EQUITY INTERESTS IN TIANDA (THE “PROPOSED
MANAGEMENT CO ACQUISITION”) FROM SHENZHEN TGM LTD. (深圳市特哥盟科技有限公司)
(THE “MANAGEMENT CO”);
(3) THE PROPOSED SHARE CONSOLIDATION OF EVERY FIVE (5) PRE-CONSOLIDATION

SHARES INTO ONE (1) POST-CONSOLIDATION SHARE;
(4) THE PROPOSED ALLOTMENT AND ISSUANCE OF UP TO 162,779,074 POST-

CONSOLIDATION SHARES TO CIMC-HK (OR ITS NOMINEES) IN SATISFACTION OF THE
CIMC CONSIDERATION FOR THE PROPOSED CIMC ACQUISITION;
(5) THE PROPOSED ALLOTMENT AND ISSUANCE OF 37,047,372 POST-CONSOLIDATION

SHARES TO CIMC-HK (OR ITS NOMINEES) PURSUANT TO THE PROPOSED CIMC
ACQUISITION;
(6) THE PROPOSED ALLOTMENT AND ISSUANCE OF UP TO 69,762,458 POST-

CONSOLIDATION SHARES TO THE MANAGEMENT CO IN SATISFACTION OF THE
MANAGEMENT CO CONSIDERATION FOR THE PROPOSED MANAGEMENT CO
ACQUISITION;
(7) THE PROPOSED ALLOTMENT AND ISSUANCE OF 15,877,445 POST-CONSOLIDATION

SHARES TO THE MANAGEMENT CO PURSUANT TO THE PROPOSED MANAGEMENT CO
ACQUISITION;
(8) THE PROPOSED ALLOTMENT AND ISSUANCE OF 1,846,153 AM CONVERSION SHARES TO

CIMC-HK (OR ITS NOMINEE);
(9) THE PROPOSED ALLOTMENT AND ISSUANCE OF UP TO 1,100,000 CANACCORD SHARES

TO CANACCORD;
31
(10) THE PROPOSED WHITEWASH RESOLUTION FOR THE WAIVER OF THE RIGHT OF
INDEPENDENT SHAREHOLDERS (BEING SHAREHOLDERS OTHER THAN THE VENDORS
CONCERT PARTY GROUP) TO RECEIVE A MANDATORY GENERAL OFFER FOR ALL THE
SHARES IN THE CAPITAL OF THE COMPANY NOT ALREADY OWNED, CONTROLLED OR
AGREED TO BE ACQUIRED BY THEM;
(11) THE PROPOSED APPOINTMENT OF THE PROPOSED DIRECTOR TO THE POST-

COMPLETION BOARD;
(12) THE PROPOSED IPT MANDATE;
(13) THE PROPOSED LISTING TRANSFER; AND
(14) THE PROPOSED ADOPTION OF THE NEW ARTICLES OF ASSOCIATION OF THE COMPANY.
1. INTRODUCTION
1.1 Background
On 29 July 2013, the Board announced that the Company had entered into the CIMC SPA with
CIMC-HK in relation to the Proposed CIMC Acquisition (the “CIMC SPA Announcement”),
pursuant to which the Company had agreed to acquire and CIMC-HK had agreed to sell a
seventy per cent. (70%) equity interest in Tianda. It was set out in the CIMC SPA Announcement
that the Proposed CIMC Acquisition formed part of the intended acquisition by the Company of
the entire equity interests in Tianda, and that the Company was in negotiations to finalise a sale
and purchase agreement with the Management Co to acquire the remaining thirty per cent. (30%)
equity interests in Tianda from the Management Co. On 6 January 2014, the Company
announced that it had entered into the CIMC Side Letter with CIMC-HK to amend, vary and
supplement the terms of the CIMC SPA in the manner set out in the CIMC Side Letter
Announcement, including but not limited to, extending the Longstop Date to 31 August 2014. On
26 March 2014, the Company further announced that it had entered into the CIMC Supplemental
Deed with CIMC-HK to amend, vary and supplement the terms of the CIMC SPA in the manner
set out in the Additional Shares Announcement, including but not limited to, issuing the CIMC
Additional Shares to CIMC-HK for nil consideration in the manner stated therein.
Subsequent to the CIMC SPA Announcement, the Company had on 12 November 2013 made the
Management Co Agreements First Announcement that it had, inter alia, finalised the principal
terms of the Management Co SPA (subject to, inter alia, fulfilment of the relevant execution
formalities in the PRC and Singapore) in relation to the Proposed Management Co Acquisition.
On 28 November 2013, the Company made the Management Co Agreements Second
Announcement that, inter alia, the relevant execution formalities had been fulfilled and it had
entered into the Management Co Agreements with the Management Co. On 26 March 2014, the
Company further announced that (a) it had entered into the Management Co Share Issuance
Agreement Supplemental Deed with the Management Co to amend, vary and supplement the
terms of the Management Co Share Issuance Agreement in the manner set out in the Additional
Shares Announcement, including but not limited to, issuing the Management Co Additional
Shares to the Management Co for nil consideration in the manner stated therein; (b) subject to the
fulfilment of execution formalities, the Management Co SPA shall be amended to include the
Management Co Additional Shares in the total number of Post-Consolidation Shares (and
consequentially, the minimum and maximum number of Post-Consolidation Shares) to be allotted
and issued thereunder; and (c) it had entered into the Management Co SPA Clarification letter to
clarify that the Management Co Additional Shares shall be allotted and issued under the
Management Co SPA (as amended) for nil consideration. On 29 April 2014, the Company made
the Management Co SPA Amendment Announcement that pursuant to the fulfilment of the
relevant execution formalities, the Management Co SPA had been amended in the manner stated
in the Additional Shares Announcement.
32
In connection with the Proposed CIMC Acquisition and the Proposed Management Co
Acquisition, the Company will also be seeking the approval of Shareholders for the other
Proposed Transactions at the EGM to be held at 28 Quality Road, Singapore 618828 on 23 July
2014 at 3.00 p.m..
In addition to the Proposed Transactions, the Company will also be seeking the approval of
Shareholders for the proposed adoption of the New Articles at the abovementioned EGM.
1.2 Purpose of this Circular

The purpose of this Circular is to provide Shareholders with information pertaining to the
Proposed Transactions and the proposed adoption of the New Articles for which the approval of
the Shareholders will be sought at the EGM.
Shareholders should note that the Proposed Share Consolidation, the Proposed CIMC
Acquisition, the proposed allotment and issuance of the CIMC Aggregate Consideration
Shares, the CIMC Additional Shares, the AM Conversion Shares and the Canaccord Shares,
the Proposed Whitewash Resolution, the proposed appointment of the Proposed Director,
the Proposed IPT Mandate and the Proposed Listing Transfer are subject to and
conditional upon each other being approved at the EGM. Accordingly, if one resolution is
not passed, the other resolutions will not be passed. For the avoidance of doubt, the
aforementioned resolutions are not contingent upon Shareholders’ approval of the
resolutions relating to the Proposed Management Co Acquisition, the allotment and
issuance of the Management Co Aggregate Consideration Shares and the allotment and
issuance of the Management Co Additional Shares.
Furthermore, the Tianda Transfer (in connection with the Proposed CIMC Acquisition) is
conditional upon the relevant PRC governmental approvals and registrations under the
relevant PRC laws. Accordingly, if the aforementioned relevant PRC governmental
approvals and registrations under the relevant PRC laws are not obtained and/or fulfilled,
the CIMC Completion will also not take place.
In addition, Shareholders should also note that the Management Co Completion under the
Management Co Share Issuance Agreement is conditional upon, inter alia, the CIMC
Completion and the receipt of the relevant PRC governmental approvals and registrations
under the relevant PRC laws. Accordingly, if the CIMC Completion does not take place
and/or such aforementioned relevant PRC governmental approvals and registrations under
the relevant PRC laws are not obtained and/or fulfilled, the Management Co Completion
will also not take place.
This Circular has been prepared solely for the aforesaid purposes and may not be relied
upon by any persons (other than Shareholders to whom this Circular is despatched to by
the Company) or for any other purpose.
The SGX-ST assumes no responsibility for the accuracy of any of the statements made, reports
contained or opinions expressed in this Circular.
2. THE PROPOSED ACQUISITION

2.1 Details of the Proposed Acquisition
On 29 July 2013, the Company entered into the CIMC SPA with CIMC-HK, providing inter alia for
the sale by CIMC-HK and the purchase by the Company, of a seventy per cent. (70%) equity
interest in Tianda for the CIMC Consideration of S$96.3032 million (being the equivalent of
approximately RMB486.331 million at the Exchange Rate). The CIMC Consideration is subject to
adjustments under certain circumstances, in accordance to the terms and subject to the
conditions of the CIMC SPA, and shall be satisfied in full by the allotment and issuance of the
CIMC Aggregate Consideration Shares.
33
On 26 March 2014, the Company entered into the CIMC Supplemental Deed with CIMC-HK,
providing that the CIMC Additional Shares shall be allotted to CIMC-HK pursuant to the Proposed
CIMC Acquisition for nil consideration, as a full and final settlement in respect of the outstanding
liabilities arising from or in connection with the Initial Warranty not being true and accurate in all
material respects, and all claims and rights that CIMC-HK has or may have against the Company
arising from or in connection with the Initial Warranty not being true and accurate in all material
respects.
The Proposed CIMC Acquisition will be carried out by way of the acquisition by the Company of
the entire issued and paid-up share capital of Techman. As at the date of the CIMC SPA, CIMC-
HK had entered into an agreement with the shareholders of Techman, pursuant to which CIMC-
HK shall acquire the entire issued share capital of Techman. In connection with the foregoing,
CIMC-HK shall also undertake the Tianda Restructuring (which is expected to take place after the
date of the EGM but before the CIMC Completion), pursuant to which Techman, which is an
investment holding company, shall hold as its sole asset, the legal and beneficial ownership of a
seventy per cent. (70%) equity interest in Tianda.
On 28 November 2013, the Company entered into the Management Co Agreements with the
Management Co for, inter alia, the sale by the Management Co and the purchase by the
Company of the remaining thirty per cent. (30%) equity interest in Tianda for the Management Co
Consideration of S$41.2728 million (being the equivalent of approximately RMB208.4276 million
at the Exchange Rate). The Management Co Consideration is subject to adjustments under
certain circumstances, in accordance with the terms and subject to the conditions of the
Management Co Share Issuance Agreement, and shall be satisfied in full by the allotment and
issuance of the Management Co Aggregate Consideration Shares.
On 26 March 2014, the Company entered into the Management Co Share Issuance Agreement
Supplemental Deed with the Management Co, providing that the Management Co Additional
Shares shall be allotted to the Management Co pursuant to the Proposed Management Co
Acquisition for nil consideration, as a full and final settlement in respect of the outstanding
material respects, and all claims and rights that the Management Co has or may have against the
Company arising from or in connection with the Initial Warranty not being true and accurate in all
material respects.
On 29 April 2014, pursuant to the fulfilment of the relevant execution formalities, the Company
announced that the Management Co SPA was amended on 10 April 2014 to include the
Management Co Additional Shares in the total number of Post-Consolidation Shares (and
consequentially, the minimum and maximum number of Post-Consolidation Shares) to be allotted
and issued thereunder. On 26 March 2014, the Company had entered into the Management Co
SPA Clarification Letter with the Management Co to clarify that the Management Co Additional
Shares shall be allotted and issued under the Management Co SPA (as amended) for nil
consideration.
Each of the Proposed CIMC Acquisition and the Proposed Management Co Acquisition forms
part of the intended acquisition by the Company of the entire equity interests in Tianda. Further
details on the Proposed CIMC Acquisition and the Proposed Management Co Acquisition are set
out in Sections 3 and 4 of this Circular respectively.
Shareholders should note that the Tianda Transfer (which forms part of the Tianda
Restructuring, the completion of which is a condition to the CIMC Completion under the
CIMC SPA) and the Management Co Completion under the Management Co Share Issuance
Agreement are conditional upon, inter alia, the receipt of the relevant PRC governmental
approvals and registrations under the relevant PRC laws.
34
For the avoidance of doubt, Shareholders should note that while the CIMC Completion
under the CIMC SPA is not conditional upon the Management Co Completion, the
Management Co Completion under the Management Co Share Issuance Agreement is
conditional upon, inter alia, the CIMC Completion and the receipt of the relevant PRC
governmental approvals and registrations under the relevant PRC laws. Accordingly, if the
CIMC Completion does not take place and/or such aforementioned relevant PRC
governmental approvals and registrations under the relevant PRC laws are not obtained
and/or fulfilled, the Management Co Completion will also not take place.
2.2 Rationale for the Proposed Acquisition

The Proposed Acquisition would allow the Enlarged Group to: (a) receive the continued financial
support that it requires for its operations; (b) gain access to the CIMC Group’s global network
which may allow the Enlarged Group to secure more airport projects around the world; and (c)
increase the range of airport products and services that it can provide for its airport customers.
The Pteris Group suffered net losses of S$29.6 million and S$29.7 million for FY2012 and
FY2013 respectively. As the business of the Pteris Group involves bidding for overseas airport
projects, such major losses have resulted in the Pteris Group being unable (on its own) to obtain
additional trade financing and bank facilities to support its overseas projects and ongoing working
capital requirements.
In connection with the above, on 2 April 2014, the Company announced that the auditor’s report
for the financial statements of the Pteris Group for FY2013 contains an emphasis of matter
whereby, inter alia, the auditors have indicated:
“The net losses exceed the Group’s net current assets at 31 December 2013 of $6,629,000. The
Company’s remaining equity may not be sufficient to support its day-to-day operations. … These
conditions indicate the existence of a material uncertainty which may cast significant doubt on the
Company’s ability to continue as a going concern, and therefore, its ability to realise its assets
and discharge its liabilities in the normal course of business.”
Over the last few years, the Board has undertaken a strategic review of the Pteris Group and
apart from reducing costs by implementing several technology initiatives to increase productivity, it
believes that any turnaround of the Pteris Group’s financial health would have to start with
increased revenue.
To increase the revenue of the Pteris Group and to obtain additional financial support for the
Pteris Group, the Board has over a period of several years, been searching for a strategic investor
that can add value to the Pteris Group. The criteria for such a strategic investor that the Board
was looking for included, an investor with a long investment horizon, with a strong financial ability
to provide financial support to the Pteris Group to secure more overseas airport projects and
having a wide global sales and distribution network. The Board believes that the CIMC Group
(further details on the CIMC Group are set out in Section 2.6 entitled “Information on the CIMC
Group” of this Circular) fulfils all of the above criteria.
Furthermore, the Company has on 27 November 2013 entered into a revolving credit facility of
S$52.0 million (the “Revolving Credit Facility”), whereby, in connection with the Revolving Credit
Facility, CIMC and CIMC-HK have undertaken, as the Company’s largest Shareholders, to ensure
that the Revolving Credit Facility is fully repaid by the payment date (being, November 2014). In
addition, in connection with the Company’s outstanding trade facilities of S$32.0 million (the
“Trade Facility”) as of 20 November 2013, CIMC and CIMC-HK have also undertaken, as the
Company’s largest Shareholders, to ensure that the Trade Facility is fully repaid on demand, in the
event that the Company is unable to meet its obligations to the bank pursuant to the terms of the
Trade Facility. In light of the rapidly deteriorating financial situation of the Pteris Group and the
continued financial support of the Pteris Group by CIMC, the Board believes that the Proposed
Acquisition would bring to the Pteris Group continued availability of funds to support the
Company’s day-to-day operations.
35
The Board believes that the Proposed Acquisition would create meaningful synergies between the
principal activities of the Pteris Group and the Target Group Companies, and potentially enhance
Shareholder value due to, among other things, the provision of complementary services to their
combined customer base and sharing of global marketing and sales channels, technologies and
management expertise.
Subsequent to the Proposed Acquisition Completion, the Pteris Group and the Target Group
Companies envisage a broadened suite of solutions offerings to airports globally, greater
operational efficiency arising from supply chain collaboration, mutually beneficial synergies in
research and development, and a strengthened balance sheet. Moreover, the Company may tap
into the CIMC Group’s global supply chain network to access new business opportunities across
international markets, as well as capitalise on the financial strengths and facilities of the CIMC
Group. The Proposed Acquisition is part of the Company’s strategic move to expand its business
and strengthen its foothold globally.
2.3 Information on the Target Group Companies

Techman
Techman is an investment holding company incorporated in Hong Kong on 23 May 2013. The
current shareholders of Techman are Tianda Holding Limited and Techman Holding Limited. After
the date of the EGM but prior to the CIMC Completion, the entire issued share capital of Techman
shall be acquired by CIMC-HK (the “Techman Transfer”). Upon the completion of the Techman
Transfer, Techman will be a wholly-owned subsidiary of CIMC-HK. Upon completion of the Tianda
Restructuring (which is expected to take place around the same time as the Techman Transfer),
Techman will hold as its sole asset, the legal and beneficial ownership of a seventy per cent.
(70%) equity interest in Tianda.
The Tianda Group

Tianda is a company established in Shenzhen, the PRC on 18 July 1992. As at the Latest
Practicable Date, the shareholders of Tianda are CIMC-HK (70%) and the Management Co
(30%), and its legal representative is Mr. Li Yinhui (李胤辉). Mr. Li Yinhui is a Proposed Director
and is proposed to be the Non-Executive Chairman of the Enlarged Board. As the legal
representative of Tianda, Mr. Li Yinhui is required to perform his duties and obligations within the
scope of PRC laws, regulations and articles of Tianda, and acts on behalf of Tianda. He is
authorised to perform all acts regarding the general administration of Tianda, including executing
any legal transactions that are within the nature and scope of Tianda’s business. For more
information on his duties and obligations as the legal representative of Tianda, please refer to
Section 21.6.2 entitled “Legal Representative(s) – The Tianda Group” of this Circular.
The Tianda Group is principally involved in three (3) main business segments, namely airport
equipment, materials handling systems and automated parking systems. The airport equipment
segment is the division that currently contributes the bulk of its revenue and profits, and largely
consists of the manufacture and sale of passenger boarding bridges and ground support
equipment.
36
Details of the Tianda Group as at the Latest Practicable Date are as follows:
Effective equity interest

held by Tianda
Name of entities Principal activities (%)
Tianda Manufacture and sale of airport equipment, –

materials handling systems and automated
parking systems
Tianda Logistics Planning, consultancy, development, design, 100.0

production and integration of materials
handling systems
Tianda Hong Kong Sale and distribution of passenger boarding 100.0

bridge and ground support equipment
Xinfa Manufacture and sale of ground support 70.0(1)

equipment
Shenzhen CIMC-Tianda Installation and after-sales services for N.A.(2)

Airport Support Ltd Hefei automated parking systems and equipment,
Branch operation and management of automated
parking systems
Shenzhen CIMC-Tianda Project management and market development N.A.(2)

Airport Support Ltd.
French Branch Office
Shenzhen CIMC-Tianda On behalf of Tianda, the sale and distribution N.A.(2)

Airport Support Ltd. of passenger boarding bridges and other
French Liaison Office(3) airport equipment
CIMC-Langfang Manufacture and sale of airport equipment, 100.0

automated parking systems, materials handling
systems and ground support equipment;
rental of factories and property management
CIMC Longyan Investment and asset management in the 60.0(4)

parking lot business
CIMC Kunshan Design, development, integration, information 100.0

consultation, systems engineering and
equipment planning of materials handling
systems
Notes:
(1) The remaining 30.0% of the issued share capital of Xinfa Airport Equipment Ltd is held by a third party,
Beijing Bowei Airport Support Ltd. (“Beijing Bowei”). The shareholders of Beijing Bowei are not related
to any of the directors or controlling shareholders of the Company or CIMC-HK.
(2) Not applicable as these are branch and/or liaison offices.
(3) As at the Latest Practicable Date, the Tianda Group has the intention of winding up this liaison office
and will be commencing winding up procedures in France.
(4) The remaining 40.0% of the issued share capital of CIMC-Tianda (Longyan) Investment Development
Co., Ltd is held by a third party, Xiamen Xuanhe Real Estate Investment Co., Ltd (“Xiamen Xuanhe”).
The shareholders of Xiamen Xuanhe are not related to any of the directors or controlling shareholders
of the Company or CIMC-HK.
37
2.4 Financial information of the Tianda Group

As Techman was only incorporated on 23 May 2013, no audited or unaudited financial statements
of Techman have been prepared to-date.
The Tianda Group achieved PATMI of RMB45.2 million, RMB73.1 million and RMB70.9 million in
FY2011, FY2012 and FY2013 respectively.
The audited net asset value and audited NTA of the Tianda Group (excluding non-controlling
interests) amounted to RMB379.6 million and RMB368.2 million respectively, as at 31 December
2013.
Please refer to the Section entitled “Management’s Discussion and Analysis of Results of
Operations and Financial Condition of the Tianda Group” in Section B8 of the Letter to
Shareholders from the Directors of Tianda for further information on the results of operations and
financial condition of the Tianda Group, as well as Appendix D entitled “Independent Auditors’
Report on the Consolidated Financial Statements of Shenzhen CIMC-Tianda Airport Support Ltd
and its subsidiaries for the financial years ended 31 December 2011, 2012, and 2013”.
2.5 Independent Valuation of the Tianda Group

The Company has commissioned Jones Lang LaSalle Corporate Appraisal and Advisory Limited
to undertake an independent valuation of the Tianda Group. Based on the Valuation Report, the
valuation of the Tianda Group as at 31 December 2013, using the discounted cash flow method
under the income approach, is approximately S$197.6 million.
Please refer to Appendix C entitled “Valuation Report” for further details on the independent
valuation of the Tianda Group.
2.6 Information on the CIMC Group

CIMC-HK, an investment holding company incorporated in Hong Kong on 30 July 1992, is a
wholly-owned subsidiary of CIMC, which is listed on the Hong Kong and Shenzhen Stock
Exchanges, with a market capitalisation of approximately US$5.2 billion as at the Latest
Practicable Date. With annual sales of approximately US$10 billion and PATMI of US$350 million
in 2013, CIMC is a leading player in the manufacture and supply of containers, special purpose
vehicles and heavy trucks, equipment for the energy, chemicals and liquid food industries and
offshore engineering. Its other businesses include the manufacture of railway trucks and
equipment, real estate development and financial leasing. The CIMC Group’s operations spread
across over 200 subsidiaries with over 57,000 staff across the PRC, North America, Europe, Asia
and Australia.
2.7 Information on the Management Co

The Management Co is an investment holding company incorporated in the PRC and is owned by
the employees and trade union of Tianda. As at the Latest Practicable Date, the Management Co
has a registered and paid-up capital of approximately RMB9.4 million. The Tianda Employees
Trade Union holds 36.9% of the equity interest in the Management Co. Mr. Zheng Zuhua (who is
an Executive Director and Chief Executive Officer of the Pteris Group) is the legal representative
and sole director of the Management Co. He is also a shareholder of the Management Co,
holding a 7.2% equity interest in the Management Co. The remaining 55.9% equity interest in the
Management Co is held by other employees of Tianda who each have shareholdings not
exceeding 5.0%.
38
2.8 The Proposed Acquisition as a “Reverse-Takeover”

Based on the audited consolidated financial statements of the Pteris Group for FY2013 and the
audited consolidated financial statements of the Tianda Group for FY2013, the relative figures of
the Proposed Acquisition (on the assumption that both the Proposed CIMC Acquisition and the
Proposed Management Co Acquisition are completed at the same time) computed on the bases
set out in Rule 1006 of the Listing Manual are as follows:-
Rule 1006(a)
Not applicable to an
Net asset value of the assets to be disposed of acquisition of assets
Net asset value of the Pteris Group
Relative figure
Rule 1006(b)
Net profits(1) attributable to the Tianda Group for FY2013 S$16.9 million(2)
Net (loss) attributable to the Pteris Group for FY2013 (S$29.7 million)
Relative figure Not meaningful
Rule 1006(c)
Aggregate value of consideration given S$151.2 million(3)
Market capitalisation of the Company S$72.0 million(4)
Relative figure 210.0%
Rule 1006(d)
Number of equity securities to be issued by the Company as consideration for
the Proposed Acquisition 285,466,349(5)
Number of equity securities in issue 109,697,651(6)
Relative figure 260.0%
Rule 1006(e)
Aggregate volume or amount of proved and probable reserves to be disposed of
Aggregate volume or amount of the Tianda Group’s proved and probable reserves
Relative figure Not applicable
Notes:
(1) Under Rule 1002(3), “net profits” is defined as profit or loss before income tax, minority interests and extraordinary
items.
(2) Being the equivalent of approximately RMB83.5 million based on the average exchange rate of RMB4.944:S$1.
(3) The aggregate value of the consideration has been computed based on the Maximum Dilution Scenario but
excluding the effect of the allotment and issuance of: (a) the AM Conversion Shares; and (b) the Canaccord Shares,
which do not form part of the CIMC Consideration and/or the Management Co Consideration.
(4) The market capitalisation of the Company is derived by multiplying the number of Shares in issue of 548,488,257 by
the volume-weighted average traded price of S$0.1312 on 28 November 2013 (being the last market day preceding
the signing of the Management Co Agreements (Source: Bloomberg L.P.)). For the purposes of calculating the
market capitalisation of the Company herein in relation to the Proposed Acquisition, it is assumed that the CIMC
SPA and the Management Co Agreements had been entered into on the same date, being 28 November 2013.
(5) This base is calculated assuming the Maximum Dilution Scenario, but excluding the effect of the allotment and
issuance of the AM Conversion Shares and the Canaccord Shares which do not form part of the CIMC
Consideration and/or the Management Co Consideration. For the avoidance of doubt, although the CIMC Additional
Shares and the Management Co Additional Shares have been included within the computation of this Rule 1006
table, they do not form part of the consideration for the Proposed CIMC Acquisition and/or the Management Co
Consideration.
(6) Based on 109,697,651 Post-Consolidation Shares after the Proposed Share Consolidation.
39
On the Final Completion Date and assuming the Maximum Dilution Scenario, the total
shareholding interests of CIMC and CIMC-HK in the share capital of the Company will increase
from 14.99% to 54.79%, and the Management Co’s total direct equity interest in the share capital
of the Company will increase from 0% to 21.51% of the Enlarged Share Capital of the Company.
Accordingly the Proposed Acquisition will result in a change in control of the Company.
As the relative figures under Rule 1006(c) and (d) of the Listing Manual exceed 100%, and given
that the Proposed Acquisition will result in a change in control of the Company, the Proposed
Acquisition constitutes a “Reverse Takeover” as defined in Chapter 10 of the Listing Manual.
Accordingly, the Proposed Acquisition shall be conditional upon, inter alia, the approval of
Shareholders and the listing and quotation notice from the SGX-ST being obtained.
3. THE PROPOSED CIMC ACQUISITION

This Section of the Circular contains summarised descriptions of various provisions from
the CIMC SPA. The CIMC SPA, the CIMC SPA Side Letter and the CIMC Supplemental Deed
are documents that are available for inspection and should be read in their entirety.
Accordingly, the summarised descriptions contained herein are qualified in their entirety
by, and should be read in conjunction with, the terms of the CIMC SPA, the CIMC SPA Side
Letter and the CIMC Supplemental Deed.
3.1 The CIMC Consideration

The CIMC Consideration for the Proposed CIMC Acquisition is S$96.3032 million (being the
equivalent of RMB486.331 million at the Exchange Rate). This was arrived at after negotiations,
based on a willing-buyer, willing-seller basis, taking into account, inter alia, the audited profit after
tax and minority interests of the Tianda Group for FY2012, the management experience, track
record and the business prospects of the Tianda Group, and expected synergies between the
Pteris Group and the Tianda Group.
The Directors (save for Mr. Yu Yuqun and Mr. Zheng Zuhua who are deemed interested in the
Proposed CIMC Acquisition) are of the view that the CIMC Consideration for the Proposed CIMC
Acquisition is reasonable for the following reasons:-
(a) pursuant to the CIMC SPA, the CIMC Consideration amounts to S$96.3032 million. Based
on the valuation report issued by the Valuer, the value of 70% of the equity of the Tianda
Group would be S$138.3 million, which represents an excess of 43.6% over the CIMC
Consideration;
(b) the Proposed CIMC Acquisition would allow the Enlarged Group to: (i) receive the
continued financial support that it requires for its operations; (ii) gain access to the CIMC
Group’s global network which may allow the Enlarged Group to secure more airport
projects around the world; and (iii) increase the range of airport products and services that
it can provide for its airport customers;
(c) the Board believes that the Proposed Acquisition would create meaningful synergies
between the principal activities of the Pteris Group and the Target Group Companies, and
potentially enhance Shareholder value due to, among other things, the provision of
complementary services to their combined customer base and sharing of global marketing
and sales channels, technologies and management expertise;
(d) subsequent to the Proposed Acquisition Completion, the Pteris Group and the Target Group
operational efficiency rising from supply chain collaboration, mutually beneficial synergies in
research and development, and a strengthened balance sheet. Moreover, the Company
may tap into the CIMC Group’s global supply chain network to access new business
opportunities across international markets, as well as capitalise on the financial strengths
and facilities of CIMC. The Proposed Acquisition is part of the Company’s strategic move to
expand its business and strengthen its foothold globally; and
40
(e) CIMC has provided ongoing financial support for the Pteris Group and is expected to
provide additional future support for the Enlarged Group, as disclosed in this Circular.
The CIMC Consideration will be satisfied in full by the allotment and issuance of the CIMC
Aggregate Consideration Shares to CIMC-HK (or its nominees) at the Issue Price. The Pre-
Consolidation Share Issue Price represents a 1.1% discount to the weighted average price of the
Shares of S$0.1315 as of 29 July 2013, being the full Market Day preceding the signing of the
CIMC SPA, and a 1.1% discount to the weighted average price of the Company’s Shares of
S$0.1315 for the period of one (1) month preceding the signing of the CIMC SPA.
The CIMC Consideration shall be apportioned in the following manner:
(a) CIMC Consideration An aggregate amount of S$70.000 million (being the equivalent of
Shares Amount approximately RMB353.500 million at the Exchange Rate)
(b) CIMC Deferred An amount of S$1.750 million (being the equivalent of approximately
Consideration Tranche 1 RMB8.8375 million at the Exchange Rate)
Shares Amount
(c) CIMC Deferred An amount of S$15.050 million (being the equivalent of approximately
Consideration Tranche 2 RMB76.0025 million at the Exchange Rate)
Shares Amount
(d) CIMC Crisplant An aggregate amount of S$7.000 million (being the equivalent of
Arbitration Amount approximately RMB35.350 million at the Exchange Rate)
(e) CIMC Prolongation An amount of S$2.5032 million (being the equivalent of approximately
Claims Payment Amount RMB12.641 million at the Exchange Rate)
CIMC Consideration Shares Amount

The CIMC Consideration Shares Amount shall be satisfied by the allotment and issuance of such
integer number of Post-Consolidation Shares which is equivalent to 538,461,538 Pre-
Consolidation Shares subject to adjustments for any Capital Changes and rounded down to the
nearest whole number to be allotted and issued by the Company to CIMC-HK (or its nominees) at
the Issue Price on the CIMC Completion Date.
CIMC Deferred Consideration Tranche 1 Shares Amount

The CIMC Deferred Consideration Tranche 1 Shares Amount shall be satisfied by the allotment
and issuance of such integer number of Post-Consolidation Shares which is equivalent to
13,461,538 Pre-Consolidation Shares subject to adjustments for Capital Changes (if any) and
rounded down to the nearest whole number to be allotted and issued by the Company to CIMC-
HK (or its nominees) at the Issue Price on the CIMC Completion Date (as applicable to the CIMC
Deferred Consideration Tranche 1 Shares).
CIMC Deferred Consideration Tranche 2 Shares Amount

The CIMC Deferred Consideration Tranche 2 Shares Amount shall be payable as follows:
(A) In the event that the Deferred Consideration Tranche 2 Shares Conditions set out below are
satisfied:
(I) the aggregate Target Group Companies’ Revised PATMI for FY2014 and FY2015 is a
positive number; and
(II) if the Target Group Companies’ Revised PATMI for any of FY2014 or FY2015 is a
negative number, such negative number shall not exceed S$5 million,
41
then CIMC-HK (or its nominees) shall receive such number of Post-Consolidation Shares
(the “CIMC Deferred Consideration Tranche 2 Shares”) as calculated in accordance with
the formula below:
0.65 X [Target Company’s PATMI for FY2014 + (0.7 x Tianda Group’s PATMI for FY2014)]
Issue Price
0.90 X [Target Company’s PATMI for FY2015 + (0.7 x Tianda Group’s PATMI for FY2015)]
Issue Price
Such CIMC Deferred Consideration Tranche 2 Shares shall be issued to CIMC-HK (or its
nominees) on the CIMC Deferred Consideration Shares Completion Date (as applicable to
the CIMC Deferred Consideration Tranche 2 Shares); and
(B) in the event that the Deferred Consideration Tranche 2 Shares Conditions are not satisfied,
no CIMC Deferred Consideration Tranche 2 Shares shall be issued to CIMC-HK (or its
nominees) and the Company shall have no further liability or obligation in relation to the
CIMC Deferred Consideration Tranche 2 Shares,
provided always that the number of CIMC Deferred Consideration Tranche 2 Shares to be allotted
and issued to CIMC-HK (or its nominees) (subject to adjustment for any Capital Changes (if
applicable)) shall be: (a) a minimum of zero; or (b) up to a maximum of such number of Post-
Consolidation Shares (rounded down to the nearest whole number) equivalent to 115,769,230
Pre-Consolidation Shares.
CIMC Crisplant Arbitration Amount

It is uncertain whether the Company will be successful in its ability to recover monies in relation to
the Crisplant Arbitration. Given such uncertainty, CIMC-HK and the Company have (through the
CIMC Crisplant Arbitration Shares Adjustment (as set out below)) agreed that if the Company is
successful in its claims and is able to receive a net positive amount from the Crisplant Arbitration
above the Book Value, then given that the Company becomes more valuable, it will issue fewer
shares to CIMC-HK. Conversely, if the Company is not successful in its claims and suffers a net
loss from the Crisplant Arbitration compared to the Book Value, then given that the Company
becomes less valuable, it will issue more shares to CIMC-HK.
The CIMC Crisplant Arbitration Amount shall be satisfied by the allotment and issuance of such
integer number of Post-Consolidation Shares which is equivalent to 53,846,153 Pre-Consolidation
Shares subject to adjustments for Capital Changes (if any) and rounded down to the nearest
whole number to be allotted and issued by the Company to CIMC-HK (or its nominees) at the
Issue Price. Shareholders should note that the CIMC Crisplant Arbitration Amount represents a
portion of the CIMC Consideration which has been attributed to the CIMC Crisplant Shares
Amount to facilitate the mechanics of the CIMC Crisplant Shares Adjustment (as set out below).
Based on the result of ongoing arbitration proceedings between the Company and Crisplant in
relation to the Crisplant Arbitration, the CIMC Crisplant Arbitration Amount may be adjusted as
follows:
(A) If the CIMC Litigation Share is equivalent to:
(I) a positive number higher than or equal to positive S$1 million; or
(II) a negative number lower than or equal to negative S$1 million,
42
the CIMC Crisplant Arbitration Amount shall be adjusted and the number of CIMC Crisplant
Shares to be allotted and issued to CIMC-HK (or its nominees) shall be the number of
Post-Consolidation Shares (rounded down to the nearest whole number) calculated in
accordance with the CIMC Crisplant Shares Calculation Formula as follows:
53,846,153 Pre-Consolidation CIMC Litigation Share

Shares (subject to adjustment -
for the Proposed Share Consolidation Issue Price
and any Capital Changes (if applicable))
provided always that the number of CIMC Crisplant Shares to be allotted and issued to
CIMC-HK (or its nominees) (subject to adjustment for any Capital Changes (if applicable))
shall be: (a) a minimum of zero; or (b) up to a maximum of such number of Post-
Consolidation Shares (rounded down to the nearest whole number) equivalent to
107,692,306 Pre-Consolidation Shares (the “CIMC Crisplant Arbitration Shares
Adjustment”).
(B) There shall be no adjustments to the CIMC Crisplant Arbitration Amount under either of the
following scenarios:
(i) if the CIMC Litigation Share is a number of between (but not equal to):
(I) negative S$1 million; and
(II) positive S$1 million; or
(ii) in the event that as of the fifth anniversary of the CIMC Completion Date, there is no
arbitral award or settlement between the Company and Crisplant.
CIMC Prolongation Claims Payment Amount

the Prolongation Claims. Given such uncertainty, CIMC-HK and the Company have (through the
CIMC Prolongation Claims Shares Adjustment (as set out below)) agreed that if the Company is
successful in its claims and is able to receive a net positive amount from the Prolongation Claims
above the Book Value, then given that the Company becomes more valuable, it will issue fewer
shares to CIMC-HK. Conversely, if the Company is not successful in its claims and suffers a net
loss from the Prolongation Claims compared to the Book Value, then given that the Company
becomes less valuable, it will issue more shares to CIMC-HK.
The CIMC Prolongation Claims Payment Amount shall be satisfied by the allotment and issuance
of such integer number of Post-Consolidation Shares which is equivalent to 19,255,384 Pre-
Consolidation Shares subject to adjustments for Capital Changes (if any) and rounded down to
the nearest whole number to be allotted and issued by the Company to CIMC-HK (or its
nominees) at the Issue Price. Shareholders should note that the CIMC Prolongation Claims
Payment Amount represents a portion of the CIMC Consideration which has been attributed to
the CIMC Prolongation Claims Payment Amount to facilitate the mechanics of the CIMC
Prolongation Claims Shares Adjustment (as set out below).
43
The CIMC Prolongation Claims Payment Amount may be adjusted for the result of settlement of
claims relating to outstanding payments due and owing from third parties to the Company in
respect of projects previously carried out (the “Prolongation Claims”), as follows:
(A) If, on the third anniversary of the CIMC Completion Date (the “Third Anniversary Date”) or
such earlier date as may be determined by the Board, the CIMC Prolongation Claims
Portion is equivalent to:
(I) a positive number higher than or equal to positive S$300,000; or
(II) a negative number lower than or equal to negative S$300,000,
the CIMC Prolongation Claims Payment Amount shall be adjusted and the number of CIMC
Prolongation Claims Shares to be allotted and issued to CIMC-HK (or its nominees) shall
be the number of Post-Consolidation Shares (rounded down to the nearest whole number)
calculated in accordance with the CIMC Prolongation Claims Formula as follows:
19,255,384 Pre-Consolidation CIMC Prolongation Claims Portion

Shares (subject to adjustment -
for the Proposed Share Issue Price
Consolidation and any Capital
provided always that the number of CIMC Prolongation Claims Shares to be allotted and
issued to CIMC-HK (or its nominees) (subject to adjustment for any Capital Changes (if
applicable)) shall be: (a) a minimum of zero; or (b) up to a maximum of such number of
Post-Consolidation Shares (rounded down to the nearest whole number) equivalent to
38,510,768 Pre-Consolidation Shares (the “CIMC Prolongation Claims Shares
Adjustment”).
(B) There shall be no adjustments to the CIMC Prolongation Claims Payment Amount if, on the
Third Anniversary Date, or such earlier date as may be determined by the Board the CIMC
Prolongation Claims Portion is a number of between (but not equal to):
(I) negative S$300,000; or
(II) positive S$300,000.
3.2 Issue of the CIMC Additional Shares

As the Company was unable to fulfil the undertaking in the CIMC SPA stating, inter alia, that the
Group’s net asset value as at 31 December 2013 shall not be less than S$50 million, the CIMC
Additional Shares shall be allotted and issued by the Purchaser to the Vendor (or its nominee) for
nil consideration on the CIMC Completion Date.
Subject to and in consideration of the allotment and issuance of the CIMC Additional Shares in
accordance with the terms of the CIMC Supplemental Deed, CIMC-HK agreed that (i) it shall
irrevocably release and discharge the Purchaser from all liabilities arising from or in connection
with the Initial Warranty not being true and accurate in all material respects; and (ii) it shall not
have any further claim against the Purchaser arising from or in connection with the Initial
Warranty not being true and accurate in all material respects; and CIMC-HK irrevocably agreed
that the allotment and issuance of the CIMC Additional Shares from the Purchaser to CIMC-HK in
accordance with the terms of the CIMC Supplemental Deed shall be a full and final settlement in
respect of the outstanding liabilities arising from or in connection with the Initial Warranty not
being true and accurate in all material respects, and all claims and rights that CIMC-HK has or
may have against the Purchaser arising from or in connection with the Initial Warranty not being
true and accurate in all material respects. For the avoidance of doubt, the allotment and issuance
of the CIMC Additional Shares shall not constitute satisfaction of any part of the CIMC
Consideration.
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3.3 Conditions Precedent to the Proposed CIMC Acquisition

The Proposed CIMC Acquisition is subject to, inter alia, the following:
(a) approval by the Shareholders at the EGM of, inter alia:
(i) the Proposed CIMC Acquisition;
(ii) the Proposed Share Consolidation;
(iii) the Proposed Whitewash Resolution;
(iv) the allotment and issuance of the CIMC Consideration Shares;
(v) the allotment and issuance of the CIMC Additional Shares;
(vi) the allotment and issuance of the CIMC Deferred Consideration Shares;
(vii) the allotment and issuance of the CIMC Crisplant Shares;
(viii) the allotment and issuance of the CIMC Prolongation Claims Shares;
(ix) the allotment and issuance of the AM Conversion Shares;
(x) the allotment and issuance of the Canaccord Shares;
(xi) the proposed appointment of the Proposed Director to the Post-Completion Board;
and
(xii) the Proposed Listing Transfer;
(b) the Company receiving the Valuation Report from the Valuer that will report on the valuation
of the Tianda Group and the valuation of the Tianda Group set out therein not being lower
than S$137.576 million;
(c) the approval of the SGX-ST for the Proposed CIMC Acquisition, the Proposed Management
Co Acquisition (if applicable) and the Proposed Share Consolidation having been obtained
where necessary and such approval not having been withdrawn or revoked as at the CIMC
Completion Date, and if such approval is subject to any condition or restriction imposed by
the SGX-ST, such condition and restriction being reasonably acceptable to CIMC-HK and
the Company, provided that the Company shall provide CIMC-HK with all copies of the
correspondence with the SGX-ST in respect of the application for such approval;
(d) the listing and quotation notice being received and not having been withdrawn from the
SGX-ST for the admission of the Company to the Catalist, and the dealing in, listing of and
quotation for the CIMC Consideration Shares, the CIMC Additional Shares, the CIMC
Deferred Consideration Shares, the CIMC Crisplant Shares, the CIMC Prolongation Claims
Shares, such Shares to be allotted and issued pursuant to the Proposed Management Co
Acquisition (if applicable), the AM Conversion Shares and the Canaccord Shares on the
Catalist and where such listing and quotation notice is obtained subject to any conditions,
such conditions being reasonably acceptable to CIMC-HK;
(e) the completion of the Tianda Restructuring;
(f) the SIC having granted the Whitewash Waiver; and
45
(g) the fulfilment and satisfaction of, inter alia, all necessary requirements under the Listing
Manual, the Catalist Rules (as applicable) and all necessary consents, approvals and
waivers (if any) being granted (whether in Singapore, the PRC, HKSAR and any other
applicable jurisdiction) by third parties or governmental or regulatory bodies or competent
authorities having jurisdiction over the acquisition of the CIMC Sale Shares or the
transactions contemplated under the CIMC SPA (including without limitation, the consent or
approval of the SGX-ST (as applicable) in respect of this Circular and where any such
consent or approval is subject to any conditions, such conditions being reasonably
acceptable to the party on which they are imposed; and if such conditions being fulfilled
before the CIMC Completion Date, such consents or approvals not being revoked or
repealed on or before the CIMC Completion Date.
If any of the conditions precedent is not fulfilled or is waived by mutual consent of the Company
and CIMC-HK by 31 August 2014 or such further date as CIMC-HK and the Company may agree
in writing, the party not in default may terminate the CIMC SPA and save for certain clauses
which relate to, among others, confidentiality, the CIMC SPA shall lapse and cease to have effect.
As at the Latest Practicable Date, conditions precedent to the Proposed CIMC Acquisition set out
in (b) and (f) above have been fulfilled.
For the avoidance of doubt, the CIMC Completion under the CIMC SPA is not conditional
upon the Management Co Completion.
3.4 The CIMC Completion

Subject to the above-mentioned conditions precedent to the Proposed CIMC Acquisition being
fulfilled or waived, the CIMC Completion shall take place as soon as reasonably practicable but in
any event no later than one (1) month from the fulfilment or waiver of all the conditions precedent
set out in the CIMC SPA (other than those conditions specifically waived by mutual consent of the
Company and CIMC-HK) or such other date as the Company and CIMC-HK may agree in writing.
3.5 Other Salient Terms of the CIMC SPA

3.5.1 The Company and CIMC-HK agree that notwithstanding the CIMC Completion:
(a) the existing share options which have been validly granted to employees of the Company in
accordance with the rules of the Scheme shall remain valid and exercisable in accordance
with the rules of the Scheme and any new Shares allotted and issued pursuant to the valid
exercise of such options shall rank pari passu with the Post-Consolidation Shares; and
(b) any Shares to be allotted and issued to the key employees (to be identified) pursuant to the
post-CIMC Completion management retention and integration plan stated in Section 3.5.2
below shall rank pari passu with the Post-Consolidation Shares.
3.5.2 The Company and CIMC-HK further undertake that, upon the signing of the CIMC SPA, they will
enter into good faith discussions in relation to the post-CIMC Completion management retention
and integration plan in relation to key employees (to be identified) in the Enlarged Group, whereby
such management retention and integration plan shall include, but shall not be limited to,
incentives to be provided to such key employees, whether by way of Shares and/or cash. As at
the Latest Practicable Date, CIMC-HK and the Company are still negotiating the terms of the
aforementioned retention and integration plan and the Company will make the relevant
announcement(s) and/or obtain approval(s) in due course, as may be necessary pursuant to the
Catalist Rules.
46
3.5.3 Under the CIMC SPA, the Company and CIMC-HK have given to each other certain customary
representations and warranties relating to the Pteris Group and the Target Group Companies, and
the conduct of the business of the Target Group Companies during the period between the
execution of the CIMC SPA and the CIMC Completion Date. If before the CIMC Completion Date,
there is any material breach of the representations, warranties and/or undertakings contained in
the CIMC SPA and such breach is not capable of remedy, or if capable of remedy is not remedied
to the reasonable satisfaction of the non-defaulting party within 21 calendar days of the receipt of
a written notice from the non-defaulting party, the non-defaulting party shall be entitled to
terminate the CIMC SPA by giving notice at any time prior to the CIMC Completion Date.
3.6 Appointment of the Proposed Director to the Post-Completion Board

On the CIMC Completion Date and subject to Shareholders’ approval at the EGM, it is proposed
that Mr. Li Yinhui (who is currently the non-executive chairman and legal representative of Tianda)
be appointed to the Post-Completion Board as the Non-Executive Chairman of the Post-
Completion Board. Further information on Mr. Li Yinhui is set out in Section 18.5.1 entitled “Board
of Directors” of this Circular.
4. THE PROPOSED MANAGEMENT CO ACQUISITION

This Section of the Circular contains summarised descriptions of various provisions from
the Management Co Agreements. The Management Co Agreements, the Management Co
Share Issuance Agreement Supplemental Deed and the Management Co SPA Clarification
Letter are documents that are available for inspection and should be read in their entirety.
Accordingly, the summarised descriptions contained herein are qualified in their entirety
by, and should be read in conjunction with, the terms of the Management Co Agreements,
the Management Co Share Issuance Agreement Supplemental Deed and the Management
Co SPA Clarification Letter.
4.1 The Management Co Consideration

The Management Co Consideration for the Proposed Management Co Acquisition is S$41.2728
million (being the equivalent of approximately RMB208.4276 million at the Exchange Rate). The
Management Co Consideration was arrived at on the same basis as the CIMC Consideration as
set out in Section 3.1 entitled “The CIMC Consideration” of this Circular.
The Directors (save for Mr. Yu Yuqun and Mr. Zheng Zuhua who are deemed interested in the
Proposed Management Co Acquisition) are of the view that the Management Co Consideration for
the Proposed Management Co Acquisition is reasonable for the following reasons:-
(a) pursuant to the Management Co SPA, the Management Co Consideration amounts to

S$41.2728 million. Based on the valuation report issued by the Valuer, the value of 30% of
the equity of the Tianda Group would be S$59.3 million, which represents an excess of
43.6% over the Management Co Consideration; and
(b) as the Management Co is a vehicle for Shares to be held by the employees of the Tianda
Group, the issue of Shares will motivate, reward and maintain employees of the Tianda
Group for their contributions towards the success of the Enlarged Group, engender stronger
ties and dedication to the Enlarged Group through share ownership in the Enlarged Group,
and recognise and acknowledge the achievements of the relevant employees of the
Enlarged Group.
The Management Co Consideration will be satisfied in full by the allotment and issuance of the
Management Co Aggregate Consideration Shares to the Management Co at the Issue Price.
47
The Management Co Consideration shall be apportioned in the following manner:
(a) Management Co An aggregate amount of S$30.000 million (being the equivalent of

Consideration Shares approximately RMB151.500 million at the Exchange Rate)
Amount
(b) Management Co An amount of S$0.750 million (being the equivalent of approximately

Deferred Consideration RMB3.7875 million at the Exchange Rate)
Tranche 1 Shares Amount
(c) Management Co An amount of S$6.450 million (being the equivalent of approximately

Deferred Consideration RMB32.5725 million at the Exchange Rate)
Tranche 2 Shares Amount
(d) Management Co Crisplant An aggregate amount of S$3.000 million (being the equivalent of
Arbitration Amount approximately RMB15.150 million at the Exchange Rate)
(e) Management Co An amount of S$1.0728 million (being the equivalent of approximately

Prolongation Claims RMB5.4176 million at the Exchange Rate)
Payment Amount
Management Co Consideration Amount

The Management Co Consideration Amount shall be satisfied by the allotment and issuance of
such integer number of Post-Consolidation Shares which is equivalent to 230,769,230 Pre-
Consolidation Shares subject to adjustments for any Capital Changes (if applicable) and rounded
down to the nearest whole number to be allotted and issued by the Company to the Management
Co at the Issue Price on the Management Co Completion Date.
Management Co Deferred Consideration Tranche 1 Shares Amount

The Management Co Deferred Consideration Tranche 1 Shares Amount shall be satisfied by the
allotment and issuance of such integer number of Post-Consolidation Shares which is equivalent
to 5,769,230 Pre-Consolidation Shares subject to adjustments for Capital Changes (if any) and
rounded down to the nearest whole number to be allotted and issued by the Company to the
Management Co at the Issue Price on the Management Co Deferred Consideration Shares
Completion Date (applicable to the Management Co Deferred Consideration Tranche 1 Shares).
Management Co Deferred Consideration Tranche 2 Shares Amount

The Management Co Deferred Consideration Tranche 2 Shares Amount shall be payable as
follows:
(A) In the event that the Deferred Consideration Tranche 2 Shares Conditions as set out below
are satisfied:
(I) the aggregate Target Group Companies’ Revised PATMI for FY2014 and FY2015 is a
(II) if the Target Group Companies’ Revised PATMI for any of FY2014 or FY2015 is a
negative number, such negative number shall not exceed S$5 million,
48
then the Management Co shall receive such number of Post-Consolidation Shares (the
“Management Co Deferred Consideration Tranche 2 Shares”) as calculated in
accordance with the formula below:
0.65 x (0.3 x Tianda Group’s PATMI for FY2014)
Issue Price
0.90 x (0.3 x Tianda Group’s PATMI for FY2015)
Issue Price
Such Management Co Deferred Consideration Tranche 2 Shares shall be issued to the

Management Co on the Management Co Deferred Consideration Shares Completion Date
(applicable to the Management Co Deferred Consideration Tranche 2 Shares); and
(B) in the event that the Deferred Consideration Tranche 2 Shares Conditions are not satisfied,
no Management Co Deferred Consideration Tranche 2 Shares shall be issued to the
Management Co and the Company shall have no further liability or obligation in relation to
the Management Co Deferred Consideration Tranche 2 Shares,
provided always that the number of Management Co Deferred Consideration Tranche 2 Shares to
be allotted and issued to the Management Co (subject to adjustment for any Capital Changes (if
applicable)) shall be: (a) a minimum of zero; or (b) up to a maximum of such number of Post-
Consolidation Shares (rounded down to the nearest whole number) equivalent to 49,615,384 Pre-
Consolidation Shares.
Management Co Crisplant Arbitration Amount

the Crisplant Arbitration. Given such uncertainty, Management Co and the Company have
(through the Management Co Crisplant Arbitration Shares Adjustment (as set out below)) agreed
that if the Company is successful in its claims and is able to receive a net positive amount from
the Crisplant Arbitration above the Book Value, then given that the Company becomes more
valuable, it will issue fewer shares to Management Co. Conversely, if the Company is not
successful in its claims and suffers a net loss from the Crisplant Arbitration compared to the Book
Value, then given that the Company becomes less valuable, it will issue more shares to
Management Co.
The Management Co Crisplant Arbitration Amount shall be satisfied by the allotment and
issuance of such integer number of Post-Consolidation Shares which is equivalent to 23,076,922
Pre-Consolidation Shares subject to adjustments for Capital Changes (if any) and rounded down
to the nearest whole number to be allotted and issued by the Company to the Management Co at
the Issue Price. Shareholders should note that the Management Co Crisplant Arbitration Amount
represents a portion of the Management Co Consideration which has been attributed to the
Management Co Crisplant Shares Amount to facilitate the mechanics of the Management Co
Crisplant Shares Adjustment (as set out below).
49
Based on the result of ongoing arbitration proceedings between the Company and Crisplant in
relation to the Crisplant Arbitration, the Management Co Crisplant Arbitration Amount may be
adjusted as follows:
(A) If the Management Co Litigation Share is equivalent to:
(i) a positive number higher than or equal to positive S$428,571; or
(ii) a negative number lower than or equal to negative S$428,571,
the Management Co Crisplant Arbitration Amount shall be adjusted and the number of
Management Co Crisplant Shares to be allotted and issued to the Management Co shall be
the number of Post-Consolidation Shares (rounded down to the nearest whole number)
calculated in accordance with the Management Co Crisplant Shares Calculation Formula
as follows:
23,076,922 Pre-Consolidation Shares Management Co Litigation Share

(subject to adjustment for the Proposed -
provided always that the number of Management Co Crisplant Shares to be allotted and
issued to the Management Co (subject to adjustments for Capital Changes (if applicable))
shall be: (a) a minimum of zero; or (b) up to a maximum of such number of Post-
Consolidation Shares (rounded down to the nearest whole number) equivalent to
46,153,844 Pre-Consolidation Shares (the “Management Co Crisplant Arbitration Shares
Adjustment”).
(B) There shall be no adjustments to the Management Co Crisplant Arbitration Amount under
either of the following scenarios:
(i) if the Management Co Litigation Share is a number of between (but not equal to):
(I) negative S$428,571; and
(II) positive S$428,571; or
(ii) in the event that as at the fifth anniversary of the CIMC Completion Date, there is no
arbitral award or settlement between the Company and Crisplant.
Management Co Prolongation Claims Payment Amount

the Prolongation Claims. Given such uncertainty, the Management Co and the Company have
(through the Management Co Prolongation Claims Shares Adjustment (as set out below)) agreed
that if the Company is successful in its claims and is able to receive a net positive amount from
the Prolongation Claims above the Book Value, then given that the Company becomes more
valuable, it will issue fewer shares to the Management Co. Conversely, if the Company is not
successful in its claims and suffers a net loss from the Prolongation Claims compared to the Book
Value, then given that the Company becomes less valuable, it will issue more shares to the
Management Co.
50
The Management Co Prolongation Claims Payment Amount shall be satisfied by the allotment
and issuance of such integer number of Post-Consolidation Shares which is equivalent to
8,252,307 Pre-Consolidation Shares subject to adjustments for Capital Changes (if any) and
rounded down to the nearest whole number to be allotted and issued by the Company to the
Management Co at the Issue Price. Shareholders should note that the Management Co
Prolongation Claims Payment Amount represents a portion of the Management Co Consideration
which has been attributed to the Management Co Prolongation Claims Payment Amount to
facilitate the mechanics of the Management Co Prolongation Claims Shares Adjustment (as set
out below).
The Management Co Prolongation Claims Payment Amount may be adjusted for the result of
settlement of the Prolongation Claims, as follows:
(A) If, on the Third Anniversary Date, or such earlier date as may be determined by the Board,
the Management Co Prolongation Claims Portion is equivalent to:
(I) a positive number higher than or equal to positive S$128,571; or
(II) a negative number lower than or equal to negative S$128,571,
the Management Co Prolongation Claims Payment Amount shall be adjusted and the
number of Management Co Prolongation Claims Shares to be allotted and issued to the
Management Co shall be the number of Post-Consolidation Shares (rounded down to the
nearest whole number) calculated in accordance with the Management Co Prolongation
Claims Formula as follows:
8,252,307 Pre-Consolidation Shares Management Co Prolongation Claims Portion

(subject to adjustment for the Proposed -
provided always that the number of Management Co Prolongation Claims Shares to be

allotted and issued to the Management Co (subject to adjustments for Capital Changes (if
applicable)) shall be: (a) a minimum of zero; or (b) up to a maximum of such number of
Post-Consolidation Shares (rounded down to the nearest whole number) equivalent to
16,504,614 Pre-Consolidation Shares (the “Management Co Prolongation Claims Shares
Adjustment”).
(B) There shall be no adjustments to the Management Co Prolongation Claims Payment

Amount if, on the Third Anniversary Date, or such earlier date as may be determined by the
Board, the Management Co Prolongation Claims Portion is a number of between (but not
equal to):
(i) negative S$128,571; and
(ii) positive S$128,571.
4.2 Issue of the Management Co Additional Shares

Group’s net asset value as at 31 December 2013 shall not be less than S$50 million, the
Management Co Additional Shares shall be allotted and issued by the Purchaser to the
Management Co for nil consideration on the Management Co Completion Date.
51
Subject to and in consideration of the allotment and issuance of the Management Co Additional
Shares in accordance with the terms of the Management Co Share Issuance Agreement
Supplemental Deed, the Management Co agreed that (i) it shall irrevocably release and discharge
the Purchaser from all liabilities arising from or in connection with the Initial Warranty not being
true and accurate in all material respects; and (ii) it shall not have any further claim against the
Purchaser arising from or in connection with the Initial Warranty not being true and accurate in all
material respects; and the Management Co irrevocably agreed that the allotment and issuance of
the Management Co Additional Shares from the Purchaser to the Management Co in accordance
with the terms of the Management Co Share Issuance Agreement Supplemental Deed shall be a
full and final settlement in respect of the outstanding liabilities arising from or in connection with
the Initial Warranty not being true and accurate in all material respects, and all claims and rights
that the Management Co has or may have against the Purchaser arising from or in connection
with the Initial Warranty not being true and accurate in all material respects. For the avoidance of
doubt, the allotment and issuance of the Management Co Additional Shares shall not constitute
satisfaction of any part of the Management Co Consideration.
4.3 Conditions Precedent to the Proposed Management Co Acquisition

The Proposed Management Co Acquisition is subject to, inter alia, the fulfilment and satisfaction
of the following:
(a) the satisfaction (or waiver) of the conditions precedent set out in the CIMC SPA and the
completion of the sale and purchase of all the ordinary shares in the capital of Techman
under the CIMC SPA at the same time as or prior to the Management Co Completion;
(b) approval by the Shareholders at the EGM of, inter alia:
(i) the Proposed Management Co Acquisition;
(ii) the allotment and issuance of the Management Co Consideration Shares;
(iii) the allotment and issuance of the Management Co Additional Shares;
(iv) the allotment and issuance of the Management Co Deferred Consideration Shares
(being the Management Co Deferred Consideration Tranche 1 Shares and the
Management Co Deferred Consideration Tranche 2 Shares, collectively);
(v) the allotment and issuance of the Management Co Crisplant Shares; and
(vi) the allotment and issuance of the Management Co Prolongation Claims Shares;
(c) the approval of the SGX-ST for the Proposed Management Co Acquisition having been
obtained where necessary and such approval not having been withdrawn or revoked as at
the Management Co Completion Date, and if such approval is subject to any condition or
restriction imposed by the SGX-ST, such condition and restriction being reasonably
acceptable to the Management Co and the Company, provided that the Company shall
provide the Management Co with all copies of the correspondence with the SGX-ST in
respect of the application for such approval;
(d) the listing and quotation notice being received and not having been withdrawn from the
SGX-ST for the admission of the Company to the Catalist, and the dealing in, listing of and
quotation for the Management Co Consideration Shares, the Management Co Additional
Shares, the Management Co Deferred Consideration Shares, the Management Co
Crisplant Shares and the Management Co Prolongation Claims Shares on the Catalist and
where such listing and quotation notice is obtained subject to any conditions, such
conditions being reasonably acceptable to the Management Co; and
52
(e) all necessary requirements under the Listing Manual, the Catalist Rules (as applicable) and
all necessary consents, approvals and waivers (if any) being granted (whether in
Singapore, the PRC and any other applicable jurisdiction) by third parties or governmental
or regulatory bodies or competent authorities having jurisdiction over the acquisition of the
30% Equity Interests (including, but not limited to, the Management Co, Tianda and/or
CIMC-HK obtaining such PRC government approvals and registrations as set out in the
Share Issuance Agreement that the Management Co, Tianda and/or CIMC-HK (as the case
may be), shall be required under the relevant PRC laws to obtain so as to carry out and
consummate the contemplated transactions under the Management Co Agreements, and to
ensure that the Company prior to or on the Management Co Completion Date is registered
as the owner of the 30% Equity Interests in the relevant PRC statutory register) or the
transactions contemplated under the Management Co Agreements (including without
limitation, the consent or approval of the SGX-ST (as applicable) in respect of the circular
prepared in relation to the matters referred to Section 4.3(b) above and/or such other
matters and where any such consent or approval is subject to any conditions, such
conditions being reasonably acceptable to the party on which they are imposed; and if such
conditions being fulfilled before the Management Co Completion Date, such consents or
approvals not being revoked or repealed on or before the Management Co Completion
Date.
If any of the conditions precedent is not fulfilled or is waived by mutual consent of the Company
and the Management Co by 31 August 2014 or such other date as the Company and the
Management Co may agree in writing, the party not in default may terminate the Share Issuance
Agreement and save for certain clauses which relate to, among others, confidentiality, the Share
Issuance Agreement shall lapse and cease to have effect.
As at the Latest Practicable Date, the conditions precedent to the Proposed Management Co
Acquisition set out above have not been fulfilled.
Shareholders should note that the Management Co Completion under the Management Co
Share Issuance Agreement is conditional upon, inter alia, the CIMC Completion and the
receipt of the relevant PRC governmental approvals and registrations under the relevant
PRC laws. Accordingly, if the CIMC Completion does not take place and/or such
aforementioned relevant PRC governmental approvals and registrations under the relevant
PRC laws are not obtained and/or fulfilled, the Management Co Completion will also not
take place.
4.4 The Management Co Completion

Subject to, inter alia, the above-mentioned conditions precedent of the Proposed Management Co
Acquisition being fulfilled or waived, the Management Co Completion shall take place as soon as
reasonably practicable but in any event no later than one (1) month from the fulfilment or waiver of
all the conditions precedent set out in the Management Co Share Issuance Agreement (other
than those conditions specifically waived by mutual consent of the Company and the
Management Co) or such other date as the Company and the Management Co may agree in
writing.
4.5 Other Salient Terms of the Management Co Agreements

4.5.1 The Management Co agrees that it will obtain all necessary registrations and approvals and
comply with and/or observe all other formalities required under PRC laws (for the time being in
force) in order to receive the aforementioned Post-Consolidation Shares.
4.5.2 In the event that as a result of the Management Co’s default: (a) the Company is unable to obtain
and/or complete the share transfer and the Company is unable to be registered as the legal
owner of the 30% Equity Interests; and/or (b) the purpose of the Management Co SPA is
materially and/or substantially unable to be fulfilled, the Management Co shall be in breach of the
Management Co SPA and bear all responsibilities thereto.
53
4.5.3 Neither the Management Co nor the Company shall be in breach of the Management Co SPA if
the Management Co SPA is rendered ineffective or completion of the various parties’ obligations
thereto is not possible as a result of the relevant approving authorities not giving their approval for
the Proposed Management Co Acquisition.
4.5.4 In the event that the Company is unable to allot and issue the aforementioned Post-Consolidation
Shares within the stipulated timeframe which results in the Management Co suffering loss, the
Company shall be in breach of the Management Co SPA and bear all responsibilities thereto.
4.5.5 Under the Management Co Share Issuance Agreement, the Company and the Management Co
have given to each other certain customary representations and warranties relating to the Pteris
Group and the Tianda Group, and the conduct of the business of the Tianda Group during the
period between the execution of the Management Co Share Issuance Agreement and the
Management Co Completion Date. If before the Management Co Completion Date, there is any
material breach of the representations, warranties and/or undertakings in the Management Co
Share Issuance Agreement and such breach is not capable of remedy, or if capable of remedy is
not remedied to the reasonable satisfaction of the non-defaulting party within 21 calendar days of
the receipt of a written notice from the non-defaulting party, the non-defaulting party shall be
entitled to terminate the Management Co Share Issuance Agreement by giving notice at any time
prior to the Management Co Completion Date.
5. MORATORIUM
5.1 Moratorium in relation to the Proposed CIMC Acquisition
To demonstrate their commitment to the Enlarged Group, each of SVHL, CIMC-HK and CIMC has
agreed to restrict each of their rights to deal in the aggregate of:
(a) 149,278,139 Post-Consolidation Shares (comprising 107,692,307 CIMC Consideration

Shares, 37,047,372 CIMC Additional Shares, 2,692,307 CIMC Deferred Consideration
Tranche 1 Shares and 1,846,153 AM Conversion Shares) which it will have an interest,
directly or indirectly, as at the date of listing of such Shares in the Company on the Catalist
(the “CIMC Relevant Listing Date”); and
(b) the CIMC Crisplant Shares and CIMC Prolongation Claims Shares (to the extent that such
CIMC Crisplant Shares or CIMC Prolongation Claims Shares are issued prior to the date
falling 12 months after the CIMC Relevant Listing Date),
(collectively, the “CIMC Locked-up Shares”), provided always that such restrictions shall not
prohibit CIMC, CIMC-HK, SVHL or any Relevant CIMC Entity (as defined herein) from, inter alia,
effecting the transfer of any CIMC Locked-up Shares to and between wholly-owned subsidiaries
of each of CIMC and/or CIMC-HK.
For the purposes of this Section 5.1:
“CIMC First Lock-up Period” shall mean the period from the CIMC Relevant Listing Date until
the date falling six (6) months after the CIMC Relevant Listing Date (both dates inclusive); and
“CIMC Second Lock-up Period” shall mean the period from the day immediately following the
end of the CIMC First Lock-up Period until the date falling 12 months after the CIMC Relevant
Listing Date (both dates inclusive).
54
Specific Undertakings
SVHL has undertaken, inter alia, that it will not without the prior consent of Canaccord Genuity
(such consent not to be unreasonably withheld or delayed):
(a) during the CIMC First Lock-up Period, directly or indirectly offer, pledge, sell, contract to
sell, sell any option or contract to purchase, swap, hedge, grant security over, encumber or
otherwise transfer or dispose of any of the CIMC Locked-up Shares; and
(b) during the CIMC Second Lock-up Period, directly or indirectly offer, pledge, sell, contract to
otherwise transfer or dispose of more than 50.0% of the CIMC Locked-up Shares.
CIMC-HK has undertaken, inter alia, that it will not without the prior consent of Canaccord
Genuity (such consent not to be unreasonably withheld or delayed):
otherwise transfer or dispose of any of its shares in the share capital of any Relevant CIMC
Entity (the “Relevant CIMC Entity Shares”) or any of the CIMC Locked-up Shares;
(b) cause or permit any entity which legally or beneficially owns the CIMC Locked-up Shares
(each, a “Relevant CIMC Entity”), during the CIMC First Lock-up Period, to directly or
indirectly offer, pledge, sell, contract to sell, sell any option or contract to purchase, swap,
hedge, grant security over, encumber or otherwise transfer or dispose of any of the CIMC
Locked-up Shares;
(c) during the CIMC Second Lock-up Period, directly or indirectly offer, pledge, sell, contract to
otherwise transfer or dispose of any of the Relevant CIMC Entity Shares or more than
50.0% of the CIMC Locked-up Shares; and
(d) cause or permit any Relevant CIMC Entity which legally or beneficially owns the CIMC
Locked-up Shares, during the Second Lock-up Period, to directly or indirectly offer, pledge,
sell, contract to sell, sell any option or contract to purchase, swap, hedge, grant security
over, encumber or otherwise transfer or dispose of more than 50.0% of the CIMC Locked-
up Shares.
CIMC has undertaken, inter alia, that it will not without the prior consent of Canaccord Genuity
(such consent not to be unreasonably withheld or delayed):
otherwise transfer or dispose of any of the shares in the share capital of CIMC-HK or the
Relevant CIMC Entity Shares or any of the CIMC Locked-up Shares;
(b) cause nor permit CIMC-HK and/or any Relevant CIMC Entity which legally or beneficially
owns the CIMC Locked-up Shares, during the CIMC First Lock-up Period, to directly or
hedge, grant security over, encumber or otherwise transfer or dispose of any of the CIMC
Locked-up Shares;
(c) during the CIMC Second Lock-up Period, directly or indirectly offer, pledge, sell, contract to
otherwise transfer or dispose of any of the shares in the share capital of CIMC-HK or the
Relevant CIMC Entity Shares or more than 50.0% of the CIMC Locked-up Shares; and
55
(d) cause nor permit CIMC-HK and/or any Relevant CIMC Entity which legally or beneficially
owns the CIMC Locked-up Shares, during the CIMC Second Lock-up Period, to directly or
hedge, grant security over, encumber or otherwise transfer or dispose of more than 50.0%
of the CIMC Locked-up Shares.
5.2 Moratorium in relation to the Proposed Management Co Acquisition

To demonstrate their commitment to the Enlarged Group, each of the Management Co and the
Tianda Employees Trade Union agrees to restrict each of their rights to deal in the aggregate of:
(a) 63,185,137 Post-Consolidation Shares (comprising 46,153,846 Management Co

Consideration Shares, 15,877,445 Management Co Additional Shares and 1,153,846
Management Co Deferred Consideration Tranche 1 Shares) which it will have an interest,
directly or indirectly, as at the date of listing of such Shares in the Company on the Catalist
(the “Management Co Relevant Listing Date“); and
(b) the Management Co Crisplant Shares and Management Co Prolongation Claims Shares (to
the extent that such Management Co Crisplant Shares or Management Co Prolongation
Claims Shares are issued prior to the date falling 12 months after the Management Co
Relevant Listing Date),
(collectively, the “Management Co Locked-up Shares”), provided always that such restrictions
shall not prohibit the Tianda Employees Trade Union, the Management Co or any Relevant
Management Co entity (as defined herein) to, inter alia, effect the transfer of any Management Co
Locked-up Shares to and between wholly-owned subsidiaries of the Management Co.
“Management Co First Lock-up Period” shall mean the period from the Management Co
Relevant Listing Date until the date falling six (6) months after the Management Co Relevant
Listing Date (both dates inclusive); and
“Management Co Second Lock-up Period” shall mean the period from the day immediately
following the end of the Management Co First Lock-up Period until the date falling 12 months after
the Management Co Relevant Listing Date (both dates inclusive).
The Management Co has undertaken, inter alia, that it will not without the prior consent of
Canaccord Genuity (such consent not to be unreasonably withheld or delayed):
(a) during the Management Co First Lock-up Period, directly or indirectly offer, pledge, sell,
contract to sell, sell any option or contract to purchase, swap, hedge, grant security over,
encumber or otherwise transfer or dispose of any of the Management Co Locked-up
Shares; and
(b) during the Management Co Second Lock-up Period, directly or indirectly offer, pledge, sell,
encumber or otherwise transfer or dispose of more than 50.0% of the Management Co
Locked-up Shares.
56
The Tianda Employees Trade Union has undertaken, inter alia, that it will not without the prior
consent of Canaccord Genuity (such consent not to be unreasonably withheld or delayed):
(a) during the Management Co First Lock-up Period, directly or indirectly, offer, pledge, sell,
encumber or otherwise transfer or dispose of any of its shares in Management Co or any
Relevant Management Co entity (collectively, the “Relevant Management Co Shares”) or
any of the Management Co Locked-up Shares;
(b) cause nor permit any entity which legally or beneficially owns the Management Co Locked-
up Shares (each, a “Relevant Management Co entity”), during the Management Co First
Lock-up Period, to directly or indirectly offer, pledge, sell, contract to sell, sell any option or
contract to purchase, swap, hedge, grant security over, encumber or otherwise transfer or
dispose of any of the Management Co Locked-up Shares;
(c) during the Management Co Second Lock-up Period, directly or indirectly offer, pledge, sell,
encumber or otherwise transfer or dispose of any of the Relevant Management Co Shares
or more than 50.0% of the Management Co Locked-up Shares; and
(d) cause nor permit any Relevant Management Co entity which legally or beneficially owns the
Management Co Locked-up Shares, during the Management Co Second Lock-up Period, to
directly or indirectly offer, pledge, sell, contract to sell, sell any option or contract to
purchase, swap, hedge, grant security over, encumber or otherwise transfer or dispose of
more than 50.0% of the Management Co Locked-up Shares.
6. THE PROPOSED SHARE CONSOLIDATION

In connection with the Proposed Acquisition, the Company proposes to undertake the Proposed
Share Consolidation pursuant to which the Company will consolidate every five (5) Pre-
Consolidation Shares into one (1) Post-Consolidation Share.
Shareholders should note that the number of Post-Consolidation Shares which

Shareholders will be entitled to, based on their shareholdings as at the Books Closure
Date, will be rounded down to the nearest whole Post-Consolidation Share and any
fractions thereof arising from the Proposed Share Consolidation will be disregarded. As
the proceeds of the sale of fractions of Post-Consolidation Shares arising from the
Proposed Share Consolidation are likely to be less than the administrative costs and
expenses involved in despatching such proceeds to the Shareholders, fractions of Post-
Consolidation Shares arising from the Proposed Share Consolidation will be aggregated
and dealt with in such manner as the Directors may, in their absolute discretion, deem fit in
the interest of the Company.
Each Post-Consolidation Share will rank pari passu with each other and will be traded in board
lots of 1,000 Post-Consolidation Shares. Please refer to Section 6.9 entitled “Trading
arrangements for odd lots” of this Circular for information on the arrangements made by the
Company in relation to the trading of the Shares and odd lots.
As at the Latest Practicable Date, the Company has a total issued share capital of S$65,160,582
divided into 548,488,257 Pre-Consolidation Shares. Following the implementation of the Proposed
Share Consolidation, the Company will have a total issued share capital of S$65,160,582 divided
into approximately 109,697,651 Post-Consolidation Shares.
The Proposed Share Consolidation will not involve the diminution of any liability in respect of
unpaid capital or the payment to any Shareholder of any paid-up capital of the Company, and has
no effect on the Shareholders’ funds of the Pteris Group. Shareholders will not be required to
make any payment to the Company in respect of the Proposed Share Consolidation.
57
6.1 Rationale for the Proposed Share Consolidation

As the Company is proposing to undergo the Proposed Listing Transfer to transfer its listing to the
Catalist (details of which are set out in Section 14 entitled “The Proposed Listing Transfer” of this
Circular), the Proposed Share Consolidation will enable the Company to meet the Catalist Rules
requirements which require the issue price of the Shares to be at least S$0.20 each.
6.2 Conditions Precedent for the Proposed Share Consolidation

Pursuant to Article 60(1)(a) of the Existing Articles and Article 6 of the New Articles, the
implementation of the Proposed Share Consolidation is subject to the approval of the
Shareholders.
Subject to Shareholders’ approval being obtained for, inter alia, the Proposed Share Consolidation
at the EGM, and the listing and quotation notice from the SGX-ST for the listing and quotation of
the Post-Consolidation Shares on the Catalist (the “L&Q Notice”) being received, Shareholders’
holdings of the Post-Consolidation Shares arising from the Proposed Share Consolidation will be
determined on the Books Closure Date. The Company will in due course make an announcement
to notify Shareholders of the Books Closure Date and the date on which the Shares will be traded
on the SGX-ST in board lots of 1,000 Post-Consolidation Shares (the “Effective Trading Date”).
6.3 Effect on share options under the Scheme

As at the Latest Practicable Date, there are outstanding share options granted under the Scheme
to 11 option holders, exercisable into 1,002,671 new Shares. Pursuant to the terms of the
Scheme, if there is a variation in the issued share capital of the Company (including a share
consolidation), the subscription price for the Shares, the class and/or number of Shares
comprised in an option to the extent unexercised, the maximum entitlement in any one FY and/or
the class and/or number of Shares in respect of which additional options may be granted to
participants may, at the option of the committee overseeing the administration of the Scheme, be
adjusted in such manner as deemed appropriate.
The adjustments (if any) to the exercise price and the number of outstanding share options will
take effect on the date the Proposed Share Consolidation becomes effective. The holders of the
share options will be notified separately on the adjustments and details of the adjustments will be
announced by the Company in due course.
6.4 Updating of Register of Members and Depository Register for the Shares
If, inter alia, the ordinary resolution in the Notice of EGM relating to the Proposed Share
Consolidation is passed at the EGM and the L&Q Notice is received, Shareholders’ holdings of
the Post-Consolidation Shares arising from the Proposed Share Consolidation will be determined
on the Books Closure Date and the Register of Members and the Depository Register will be
updated to reflect the number of Post-Consolidation Shares held by Shareholders and depositors
based on their shareholdings in the Company as at the Books Closure Date. The Post-
Consolidation Shares will trade in board lots of 1,000 Post-Consolidation Shares on the Effective
Trading Date.
No fees will be payable by Shareholders for the update of the Register of Members and
Depository Register for the Post-Consolidation Shares and for the issue of the New Share
Certificates.
6.5 Deposit of Share Certificates with CDP

Shareholders who hold physical share certificates for the Pre-Consolidation Shares in their own
names (“Old Share Certificates”) and who wish to deposit the same with CDP and have their
Post-Consolidation Shares credited to their Securities Accounts maintained with CDP must
deposit their Old Share Certificates, together with duly executed instruments of transfer in favour
of CDP, no later than 12 Market Days prior to the Books Closure Date.
58
After the Books Closure Date, CDP will only accept for deposit new share certificates for Post-
Consolidation Shares (“New Share Certificates”). Shareholders who wish to deposit their share
certificates with CDP after the Books Closure Date must first deliver their Old Share Certificates
to the Share Registrar for cancellation and issue of New Share Certificates in replacement thereof
as described below. Upon receipt of the New Share Certificates in their own names, Shareholders
may proceed to deposit these New Share Certificates with the CDP.
6.6 Issue of New Share Certificates

Shareholders who have deposited their Old Share Certificates with CDP at least 12 Market Days
prior to the Books Closure Date need not take any action. The Company will arrange with CDP to
facilitate the exchange of New Share Certificates pursuant to the Proposed Share Consolidation.
Shareholders who have not deposited their Old Share Certificates as aforesaid or who do not
wish to deposit their Old Share Certificates with CDP are advised to forward all their Old Share
Certificates to the Share Registrar, KCK CorpServe Pte Ltd, 333 North Bridge Road #08-00 KH
KEA Building, Singapore 188721, as soon as possible after they have been notified of the Books
Closure Date, and preferably, not later than five (5) Market Days after the Books Closure Date for
cancellation and exchange for New Share Certificates. No receipt will be issued by the Share
Registrar for the receipt of the physical Old Share Certificates. The New Share Certificates will be
sent by ordinary mail to the registered addresses of the Shareholders at their own risk within 10
Market Days from the Books Closure Date or the date of receipt of the Old Share Certificates,
whichever is later.
Shareholders should note that New Share Certificates will not be issued to Shareholders unless
their Old Share Certificates have been tendered to the Share Registrar for cancellation.
Shareholders should notify the Share Registrar if they have lost any of their existing Old Share
Certificates or if there is any change in their address from that reflected in the Register of
Members of the Company.
Shareholders are to deliver their respective Old Share Certificates to the Share Registrar or CDP
in accordance with the provisions set out above only after the announcement of the Books
Closure Date by the Company.
6.7 Share Certificates not valid for settlement of trades on the Catalist
Shareholders who hold physical share certificates are reminded that their Old Share Certificates
will not be valid for settlement of trading in the Post-Consolidation Shares on the Catalist (as the
Company is under a book-entry (scripless) settlement system) but will continue to be accepted for
cancellation and issue of New Share Certificates in replacement thereof for an indefinite period by
the Share Registrar. The New Share Certificates will not be valid for delivery for trades done on
the Catalist although they will continue to be prima facie evidence of legal title.
6.8 Trading arrangements for the Post-Consolidation Shares

Subject to, inter alia, the approval for the Proposed Share Consolidation by the Shareholders at
the EGM and receipt of the L&Q Notice, with effect from 9.00 a.m. on the Effective Trading Date,
trading in the Post-Consolidation Shares will be in board lots of 1,000 Post-Consolidation Shares.
Trading in the Pre-Consolidation Shares will cease after 5.00 p.m. on the Market Day immediately
preceding the Effective Trading Date.
6.9 Trading arrangements for odd lots

All fractional entitlements arising upon the implementation of the Proposed Share Consolidation
will be aggregated and dealt with in such manner as the Directors (as the case may be) may, in
their absolute discretion, deem fit in the interest of the Company.
59
The Pre-Consolidation Shares are currently traded in board lots of 1,000 Shares in the ready
market. Following the Proposed Share Consolidation, the securities accounts maintained with
CDP of Shareholders (being Depositors) may be credited with odd lots of Post-Consolidation
Shares (that is, lots other than board lots of 1,000 Post-Consolidation Shares). Shareholders who
receive odd lots of Post-Consolidation Shares pursuant to the Proposed Share Consolidation and
who wish to trade in odd lots on the SGX-ST should note that the unit share market allows trading
in odd lots with a minimum size of one (1) Post-Consolidation Share on the SGX-ST. The SGX-
ST’s Unit Share Market will enable trading in odd lots in any quantity less than one (1) board lot of
the underlying Post-Consolidation Shares in the ready market.
The Company will be making an application to the SGX-ST to set up a temporary counter to allow
Shareholders to trade in board lots of 100 Post-Consolidation Shares. This temporary counter will
be maintained for a period of one (1) calendar month commencing from the Effective Trading Date
(the “Concessionary Period”). Thereafter, Shareholders can trade in odd lots of Consolidated
Shares on the SGX-ST Unit Share Market.
The set-up of the temporary odd lot counter is strictly of a provisional nature. Entitled
Shareholders who continue to hold odd lots of less than 1,000 Post-Consolidation Shares after
the Concessionary Period may find difficulty and/or have to bear disproportionate transaction
costs in realising the fair market price of such Post-Consolidation Shares.
Shareholders should note that under the CIMC SPA and the Management Co Share
Issuance Agreement, Shareholders’ approval for the Proposed Share Consolidation is a
condition precedent to the CIMC Completion and the Management Co Completion. If
Shareholders’ approval of the Proposed Share Consolidation is not obtained, the CIMC
Completion and the Management Co Completion will not take place.
7. THE PROPOSED ALLOTMENT AND ISSUANCE OF THE AM CONVERSION SHARES

As at the date of the CIMC SPA, CIMC-HK has advanced and paid to the Company the Advanced
Monies amounting to S$1.2 million, for the Company to pay, inter alia, professionals and other
advisers in relation to the Proposed CIMC Acquisition. For the avoidance of doubt, the Advanced
Monies shall not form part of the CIMC Consideration.
The Company has undertaken to keep the Advanced Monies in a bank account which is separate
from the Company’s operating bank account(s). The Company will further provide written notice to
such representatives of CIMC-HK as they may nominate, in connection with the release of any
Advanced Monies.
The Company and CIMC-HK have further agreed that:-
(a) on the CIMC Completion Date, the Advanced Monies shall be converted into such integer
number of Post-Consolidation Shares which is equivalent to 9,230,769 Pre-Consolidation
Shares subject to adjustments for Capital Changes (if any) and (rounded down to the
nearest whole number) to be allotted and issued by the Company to CIMC-HK (or its
nominees) at the Issue Price pursuant to a conversion of the Advanced Monies (the “AM
Conversion Shares”); and
(b) upon the conversion of the Advanced Monies into the AM Conversion Shares, the
Advanced Monies (and any accrued interest, share of revenue or other benefit thereto,
whether arising out of the deposit of the Advanced Monies with a bank or financial
institution or otherwise) shall:
(i) be deemed to be repaid in full by the Company; and
60
(ii) the Company shall have no further obligation, liability or responsibility in respect of
the Advanced Monies (and any accrued interest, share of revenue or other benefit
thereto, whether arising out of the deposit of the Advanced Monies with a bank or
financial institution or otherwise) to CIMC-HK.
(c) In the event the Proposed CIMC Acquisition is unsuccessful for any reason, including but
not limited to conditions precedent not being fulfilled or Shareholders’ approval not being
obtained for, inter alia, the Proposed CIMC Acquisition, CIMC-HK shall release and
discharge the Company from its liabilities and obligations arising directly in connection with
the repayment of the Advanced Monies (and any accrued interest thereto).
8. THE PROPOSED ALLOTMENT AND ISSUANCE OF THE CANACCORD SHARES

Subject to Shareholders’ approval at the EGM, as part payment of professional fees in respect of
financial advisory services rendered to the Company by Canaccord Genuity in connection with
the Proposed Acquisition, the Company shall, as soon as reasonably practicable after the CIMC
Completion Date, but in any event no later than seven (7) days thereafter, allot and issue the
Canaccord Shares in satisfaction of the Canaccord Shares Amount of S$550,000. The Canaccord
Shares Amount may also be paid in cash, or a combination of such amount of Post-Consolidation
Shares and cash of equivalent aggregate value to the aforesaid amount, as Canaccord Genuity
and the Company may mutually agree in writing.
The issue price of the Canaccord Shares (the “Canaccord Shares Issue Price”) shall be equal
to the average of the volume-weighted average price of the Company’s Shares on the following
two (2) days:
(a) the day of the allotment and issuance of the CIMC Consideration Shares; and
(b) the trading day immediately prior to the day of the allotment and issuance of the CIMC
Consideration Shares,
each as adjusted for the Proposed Share Consolidation, provided always that the maximum
number of Canaccord Shares to be allotted and issued shall not be greater than such integer
number of Post-Consolidation Shares which is equivalent to 5,500,000 Pre-Consolidation Shares.
In the event the Canaccord Shares Issue Price is lower than S$0.50, the Company shall pay
Canaccord Genuity the difference between the Canaccord Shares Amount and the amount
attributable to the allotment and issuance of the Canaccord Shares, in cash.
Canaccord Genuity has undertaken not to sell, contract to sell, realise, transfer, pledge, grant any
option to purchase or otherwise dispose of (i) any part of its shareholdings in the Company for a
period of six (6) months commencing from the listing of the Canaccord Shares on Catalist, and (ii)
more than 50% of its shareholdings in the Company for the next six (6) months thereafter, or such
period as may be required by the SGX-ST (such shareholdings being adjusted for any bonus
issue or subdivision).
9. LISTING AND QUOTATION OF THE SHARES TO BE ISSUED IN CONNECTION WITH THE

PROPOSED TRANSACTIONS
An application has been made to the SGX-ST for permission for the listing and quotation of the
Post-Consolidation Shares, the CIMC Aggregate Consideration Shares, the CIMC Additional
Shares, the Management Co Aggregate Consideration Shares, the Management Co Additional
Shares, the AM Conversion Shares and the Canaccord Shares on the Catalist.
The Proposed Acquisition is conditional upon, inter alia, the listing and quotation notice from the
SGX-ST being obtained. The listing and quotation notice, if issued by the SGX-ST, is not to be
taken as an indication of the merits of the Proposed Transactions, the Enlarged Group, the Post-
Consolidation Shares, the CIMC Aggregate Consideration Shares, the CIMC Additional Shares,
the Management Co Aggregate Consideration Shares, the Management Co Additional Shares,
the AM Conversion Shares and the Canaccord Shares.
61
10. THE DILUTION SCENARIOS

The number of Post-Consolidation Shares to be allotted and issued under the various dilution
scenarios are set out as follows:
Minimum Base Case Maximum

Dilution Dilution Dilution
Scenario Scenario Scenario
CIMC Aggregate Consideration Shares
– CIMC Consideration Shares 107,692,307 107,692,307 107,692,307
– CIMC Deferred Shares Tranche 1 2,692,307 2,692,307 2,692,307
– CIMC Deferred Shares Tranche 2 – 23,153,846 23,153,846
– CIMC Crisplant Shares – 10,769,230 21,538,461
– CIMC Prolongation Claims Shares – 3,851,076 7,702,153
110,384,614 148,158,766 162,779,074
CIMC Additional Shares 37,047,372 37,047,372 37,047,372
Management Co Aggregate Consideration

Shares
– Management Co Consideration Shares 46,153,846 46,153,846 46,153,846
– Management Co Deferred Shares Tranche 1 1,153,846 1,153,846 1,153,846
– Management Co Deferred Shares Tranche 2 – 9,923,076 9,923,076
– Management Co Crisplant Shares – 4,615,384 9,230,768
– Management Co Prolongation Claims Shares – 1,650,461 3,300,922
47,307,692 63,496,613 69,762,458
Management Co Additional Shares 15,877,445 15,877,445 15,877,445
AM Conversion Shares 1,846,153 1,846,153 1,846,153
Canaccord Shares(1) 846,153 846,153 1,100,000
Total 213,309,429 267,272,502 288,412,502
Note:
(1) Based on the assumption that (i) 846,153 Canaccord Shares are issued at the Issue Price under the Minimum
Dilution Scenario and the Base Case Dilution Scenario, and (ii) the maximum number of 1,100,000 Canaccord
Shares are issued under the Maximum Dilution Scenario.
As at the Latest Practicable Date, (a) CIMC-HK (through its wholly-owned subsidiary SVHL) owns
82.22 million Shares in the share capital of the Company representing an equity stake of 14.99%
(the “Current CIMC-HK Equity Interest”); and (b) the Management Co does not hold any Shares
in the Company. As at the Latest Practicable Date, save as set out under the CIMC SPA and the
Management Co Agreements, CIMC-HK and the Management Co (and each of their Concert
Parties) do not hold any instruments convertible into rights to subscribe for and options in respect
of Shares in the Company.
62
Details of the shareholding interests in the Company as at the Latest Practicable Date (prior to
the Proposed Share Consolidation and the Proposed Acquisition Completion) and the dilution
effect to the Shareholders after the Proposed Share Consolidation and the Proposed Acquisition
and on the Final Completion Date is set out below:
As at the Latest
Practicable Date
(before the
Proposed Share
Consolidation and
Proposed After the Proposed Share Consolidation
Acquisition) and the Proposed Acquisition(4)

Dilution Scenario Dilution Scenario Dilution Scenario
No. of No. of No. of No. of

Shares Shares Shares Shares
Shareholder (’000) % (’000) % (’000) % (’000) %
Current 466,268 85.01 93,254 28.87 93,254 24.74 93,254 23.42

Shareholders
(excluding
CIMC-HK and
its Concert
Parties)
CIMC-HK 82,220 14.99 165,722 51.31 203,496 53.98 218,117 54.79

and its
Concert
Parties(1)(2)
Management – – 63,185 19.56 79,374 21.06 85,640 21.51

Co and its
Concert
Parties
Canaccord – – 846 0.26 846 0.22 1,100 0.28

Genuity(3)
Total 548,488 100.00 323,007 100.00 376,970 100.00 398,110 100.00
Notes:
(1) As at the Latest Practicable Date, SVHL holds 82,220,000 shares representing 14.99% of the issued share capital
of the Company before the Proposed Share Consolidation and the Proposed Acquisition. As SVHL is a wholly-
owned subsidiary of CIMC-HK, SVHL is thus considered as a Concert Party with CIMC-HK.
(2) As at the Latest Practicable Date, CIMC-HK (through SVHL) holds only 14.99% of the Shares of the Company and
therefore, is not a Controlling Shareholder.
(3) Based on the assumption that (i) 846,153 Canaccord Shares are issued at the Issue Price under the Minimum
Dilution Scenario and the Base Case Dilution Scenario, and (ii) the maximum number of 1,100,000 Canaccord
Shares are issued under the Maximum Dilution Scenario.
(4) For the purposes of this dilution table, it is assumed that all outstanding employee share options issued under the
Scheme remain unexercised.
(5) Any discrepancies in the table above between the total sum of amounts listed and totals shown are due to rounding
differences.
63
The Minimum Dilution Scenario

Assuming the Minimum Dilution Scenario:
(a) the aggregate equity interests of CIMC-HK and its nominees (including, but not limited to,
SVHL) in the Company will increase from the Current CIMC-HK Equity Interest to
165,722,139 Post-Consolidation Shares representing approximately 51.31% of the
Enlarged Share Capital of the Company; and
(b) the Management Co will hold 63,185,137 Post-Consolidation Shares representing

approximately 19.56% of the Enlarged Share Capital of the Company.
The Base Case Dilution Scenario

Assuming the Base Case Dilution Scenario:

The Maximum Dilution Scenario

Assuming the Maximum Dilution Scenario:

11. THE PROPOSED WHITEWASH RESOLUTION

11.1 Mandatory General Offer requirement under the Code
Upon the allotment and issuance of the CIMC Aggregate Consideration Shares, the CIMC
Additional Shares, the Management Co Aggregate Consideration Shares, the Management Co
Additional Shares, the AM Conversion Shares and the Canaccord Shares, the Vendors Concert
Party Group will hold in aggregate: (a) 228,907,276 Post-Consolidation Shares, representing
approximately 70.87% of the Enlarged Share Capital of the Company (assuming the Minimum
Dilution Scenario); or (b) 303,756,502 Post-Consolidation Shares, representing approximately
76.30% of the Enlarged Share Capital of the Company (assuming the Maximum Dilution
Scenario).
Pursuant to Rule 14 of the Code and Section 139 of the SFA, the Vendors Concert Party Group
will be required to make a mandatory general offer for all the remaining Shares in issue not
already owned, controlled or agreed to be acquired by them.
It is a condition precedent for the Proposed CIMC Acquisition and the Proposed Management Co
Acquisition that, inter alia:
(i) the SIC grants the Vendors Concert Party Group, and not having revoked or repealed such
grant, a waiver of their obligation to make a mandatory general offer under Rule 14 of the
Code for the Shares not owned, controlled or agreed to be acquired by them subject only to
the conditions set out in paragraph 2 of Appendix 1 of the Code; and
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(ii) Shareholders approve at a general meeting of the Company, the Proposed Whitewash
Resolution for the waiver of the rights of the Independent Shareholders to receive a general
offer from the Vendors Concert Party Group, at the highest price paid or agreed to be paid
by them for the Shares in the past six (6) months, for all the Shares not owned, controlled
or agreed to be acquired by the Vendors Concert Party Group under Rule 14 of the Code.
11.2 Conditional waiver of the Mandatory General Offer requirement by the SIC
The Vendors Concert Party Group has sought a waiver from the SIC of their obligation to make a
general offer under Rule 14 of the Code.
The SIC had on 19 November 2013 (and as supplemented by the SIC’s response to an update
letter by the Company to the SIC dated 16 May 2014), granted to the Vendors Concert Party
Group, a waiver from the requirement under Rule 14.1 of the Code to make a mandatory general
offer for the Company in the event the Vendors Concert Party Group incurs an obligation to do so,
as a result of the Proposed Acquisition, subject to, inter alia, the following conditions:
(a) a majority of holders of voting rights of the Company approving at a general meeting,
before the CIMC Completion Date, the Proposed Whitewash Resolution by way of a poll, to
waive their rights to receive a general offer from the Vendors Concert Party Group;
(b) the Proposed Whitewash Resolution is separate from other resolutions;
(c) the Vendors Concert Party Group as well as parties not independent of them abstaining
from voting on the Proposed Whitewash Resolution;
(d) the Vendors Concert Party Group not acquiring or are not to acquire any Shares or
instruments convertible into and options in respect of Shares (other than subscriptions for,
rights to subscribe for, instruments convertible into or options in respect of new Shares
which have been disclosed in this Circular):-
(i) during the period between 29 July 2013 (being the date of the CIMC SPA
Announcement) and the date Shareholders’ approval is obtained for the Proposed
Whitewash Resolution; and
(ii) in the six (6) months prior to 29 July 2013 (being the date of the CIMC SPA
Announcement), but subsequent to negotiations, discussions or the reaching of
understandings or agreements with the Board in relation to the Proposed Acquisition;
(e) the Company appointing an independent financial adviser to advise the Independent
Shareholders on the Proposed Whitewash Resolution;
(f) the Company setting out clearly in this Circular:-
(i) details of the Proposed Acquisition;
(ii) the dilution effect of the Proposed Acquisition to existing Shareholders;
(iii) the number and percentage of voting rights to be issued to the Vendors Concert
Party Group through the Proposed Acquisition as well as the number and percentage
of voting rights in the Company as well as the number of instruments convertible into,
rights to subscribe for and options in respect of Shares held by the Vendors Concert
Party Group as at the Latest Practicable Date;
(iv) specific and prominent reference to the fact that the Proposed Acquisition could
result in the Vendors holding Shares carrying over forty-nine per cent. (49%) of the
voting rights of the Company, and the fact that the Vendors will be free to acquire
further Shares without incurring any obligation under Rule 14 of the Code to make a
general offer;
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(v) that Shareholders, by voting for the Proposed Whitewash Resolution, are waiving
their rights to a general offer from the Vendors Concert Party Group at the highest
price paid by the Vendors Concert Party Group for the Shares in the past 6 months
preceding the commencement of the offer; and
(vi) that the Shareholders by voting for the Proposed Whitewash Resolution, could be
forgoing the opportunity to receive a general offer from another person who may be
discouraged from making a general offer in view of the potential dilution effect of the
issue of the CIMC Aggregate Consideration Shares, the CIMC Additional Shares, the
Management Co Aggregate Consideration Shares, the Management Co Additional
Shares and the AM Conversion Shares;
(g) this Circular stating that the Whitewash Waiver granted by the SIC to the Vendors Concert
Party Group from the requirement to make a general offer under Rule 14 of the Code is
subject to the conditions stated at (a) to (f) above;
(h) the Company obtaining the SIC’s approval in advance for those parts of this Circular that
refer to the Proposed Whitewash Resolution; and
(i) to rely on the Proposed Whitewash Resolution, the acquisition of the CIMC Consideration
Shares, the CIMC Additional Shares, the Management Co Consideration Shares, the
Management Co Additional Shares and the AM Conversion Shares must be completed
within three (3) months of the approval of the Proposed Whitewash Resolution, and the
acquisition of the CIMC Deferred Consideration Shares, the CIMC Crisplant Shares, the
CIMC Prolongation Claims Shares, the Management Co Deferred Consideration Shares,
the Management Co Crisplant Shares and the Management Co Prolongation Claims
Shares must be completed within five (5) years of the CIMC Completion Date.
As at the Latest Practicable Date, save for conditions (a) and (i), all the above conditions imposed
by the SIC have been satisfied.
None of the Vendors Concert Party Group has traded in the Shares during the period
commencing on a date six (6) months prior to the date of the announcement of the Proposed
CIMC Acquisition on 29 July 2013 and up to the Latest Practicable Date.
11.3 Proposed Whitewash Resolution

Independent Shareholders are requested to vote on a poll, the Proposed Whitewash Resolution
set out as an ordinary resolution in the Notice of EGM as set out in the Section entitled “Notice of
EGM” of this Circular, waiving their rights to receive a general offer from the Vendors Concert
Party Group.
Shareholders should note that approval of the Proposed Whitewash Resolution is a

Independent Shareholders do not vote in favour of the Proposed Whitewash Resolution,
the CIMC Completion and the Management Co Completion will not take place.
Independent Shareholders should also note that by voting in favour of the Proposed
Whitewash Resolution, they will be waiving their rights to receive a general offer from the
Vendors Concert Party Group, which the Vendors Concert Party Group would otherwise be
obliged to make at the highest price paid by them for Shares in the six (6) months
preceding the commencement of the offer, in accordance with Rule 14 of the Code and
Section 139 of the SFA.
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Furthermore, Shareholders should also note that, by voting for the Proposed Whitewash
Resolution, they could be forgoing the opportunity to receive a general offer from another
person who may be discouraged from making a general offer in view of the potential
dilution effect of the issue of the CIMC Aggregate Consideration Shares, the CIMC
Additional Shares, the Management Co Aggregate Consideration Shares, the Management
Co Additional Shares and the AM Conversion Shares.
Pursuant to obtaining Shareholders’ approval for the Proposed Whitewash Resolution, the
allotment and issuance of the CIMC Aggregate Consideration Shares, the CIMC Additional
Shares, the Management Co Aggregate Consideration Shares, the Management Co
Additional Shares, and the AM Conversion Shares to the Vendors Concert Party Group
would result in the Vendors Concert Party Group holding Shares carrying more than forty
nine per cent. (49.0%) of the voting rights of the Company and the Vendors Concert Party
Group will thereafter be free to acquire additional new Shares in the Company without
incurring any obligation under Rule 14 of the Code to make a general offer for the
Company.
Asian Corporate Advisors Pte. Ltd. has been appointed as the IFA to the Recommending
Directors (Whitewash) for the Proposed Whitewash Resolution. A summary of the IFA’s opinion is
set out in Section 24.1 of this Circular and a copy of the ACA IFA Letter dated 24 June 2014 in
relation to the Proposed Whitewash Resolution is set out in Appendix A of this Circular.
12. THE PROPOSED IPT MANDATE

The Company wishes to seek Shareholders’ approval for a general mandate for interested person
transactions (the “Proposed IPT Mandate”) pursuant to Part VIII of Chapter 9 of the Catalist
Rules. The Proposed IPT Mandate assumes that the Proposed Acquisition Completion has taken
place, and the Company has been transferred to the Catalist. Subject to Shareholders’ approval,
the Proposed IPT Mandate shall be effective upon the Proposed Acquisition Completion and shall
continue in force until the date on which the next annual general meeting of the Company is held
or is required by law to be held, whichever is the earlier.
12.1 Chapter 9 of the Catalist Rules

Chapter 9 of the Catalist Rules deals with transactions in which a listed company or any of its
subsidiaries or associated companies (that are not listed on the SGX-ST or an approved
exchange and which the listed company and/or any of its subsidiaries (the “listed group”), or the
listed group and its interested person(s) have control over) proposes to enter into transactions
with a party who is an interested person of the listed company, as defined in the Catalist Rules
and reiterated below.
For the purposes of Chapter 9 of the Catalist Rules:
(a) an “interested person” shall mean a director, chief executive officer or Controlling
Shareholder of the listed company, or an associate of such director, chief executive officer
or Controlling Shareholder;
(b) “control” means the capacity to dominate decision-making, directly or indirectly, in relation
to the financial and operating policies of a company;
(c) a “Controlling Shareholder” is a person who holds directly or indirectly 15% or more of the
nominal amount of all voting shares in the listed company (unless otherwise excepted by
the SGX-ST) or in fact exercises control over a company; and
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(d) an “Associate” in relation to any director, chief executive officer, substantial shareholder or
Controlling Shareholder (being an individual) means his immediate family (i.e. spouse,
children, adopted children, step-children, siblings and parents), the trustees of any trusts of
which he or his immediate family is a beneficiary or, in the case of a discretionary trust, is a
discretionary object, and any company in which he and his immediate family together
(directly or indirectly) have an interest of 30% or more. An “Associate” in relation to a
substantial shareholder or Controlling Shareholder (being a company) means any other
company which is its subsidiary or holding company or is a subsidiary of such holding
company or one in the equity of which it and/or such other company or companies taken
together (directly or indirectly) have an interest of 30% or more.
For the purposes of this Section 12:
“Enlarged Group Associated Company” shall mean an associated company (which means any
company in which at least 20% but not more than 50% of its shares are held by the Company or
the Enlarged Group) of the Enlarged Group that is not listed on the SGX-ST or an approved
exchange, provided that the Enlarged Group, or the Enlarged Group and its interested person(s),
has or have control over the associated company.
“Enlarged Group” shall mean the Enlarged Group and all its Enlarged Group Associated
Companies.
Save for transactions that are below S$100,000, an immediate announcement and/or
shareholders’ approval would be required in respect of transactions with interested persons if the
designated financial thresholds are triggered. Specifically, an immediate announcement is
required of transactions where:
(a) the value of the proposed transaction is equal to or more than 3% of the latest audited NTA
of the listed group; or
(b) the aggregate value of all transactions (including the subject transaction) entered into with
the same interested person during the same financial year is equal to or more than 3% of
the latest audited NTA of the listed group.
In addition to an immediate announcement, shareholders’ approval is required where:
(a) the value of the proposed transaction is equal to or more than 5% of the latest audited NTA
of the listed group; or
(b) the aggregate value of all transactions (including the subject transaction) entered into with
the same interested person during the same financial year, is equal to or more than 5% of
the latest audited NTA of the listed group.
The above-mentioned requirement for shareholders’ approval does not apply to interested person
transactions that are below S$100,000 each.
Part VIII of Chapter 9 of the Catalist Rules permits a listed company to seek a general mandate
from its shareholders for recurrent transactions of a revenue or trading nature or those necessary
for its day-to-day operations such as the purchase and sale of supplies and materials, which may
be carried out with interested persons of the listed company. It should be noted that no such
mandate can be sought for the purchase or sale of assets, undertakings or businesses.
Pursuant to the Proposed Acquisition Completion, any transactions between the Enlarged Group
and Interested Persons will be subject to such review procedures as described in Section 12.6 of
this Circular. Details of the Interested Person Transactions which the Company is seeking the
Proposed IPT Mandate for is set out in Section 12.5 of this Circular.
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12.2 Rationale for the Proposed IPT Mandate

CIMC-HK will, through its wholly-owned subsidiary SVHL, be the Controlling Shareholder of the
Enlarged Group upon the Proposed Acquisition Completion. As CIMC-HK is a wholly-owned
subsidiary of CIMC, CIMC will indirectly be the Controlling Shareholder of the Enlarged Group.
Owing to the size of the CIMC Group and being in complementary businesses with the Enlarged
Group, the Enlarged Group may in the ordinary course of business enter into transactions with the
classes of interested persons as set out herein and with some degree of frequency.
In view of the time-sensitive and frequent nature of such Interested Person Transactions, the
obtaining of the Proposed IPT Mandate, will enable the Enlarged Group to enter into Interested
Person Transactions with the classes of interested persons set out in Section 12.4 below, provided
that such transactions are made at (i) arm’s length and on normal commercial terms consistent
with the Enlarged Group’s usual business practices and on terms which are generally not more
favourable than those extended to unrelated third parties; or (ii) in any event on terms no less
favourable to the Enlarged Group than prevailing open market rates, and will not be prejudicial to
the interests of the Enlarged Group and its minority Shareholders.
As such, in view of the benefits of the Proposed IPT Mandate (as further described below), the
Directors are seeking Shareholders’ approval for the Enlarged Group to enter into interested
person transactions with the Interested Persons. The Proposed IPT Mandate is inter-conditional
upon, inter alia, Shareholders’ approval for the Proposed Acquisition.
12.3 Benefits of the Proposed IPT Mandate

The Directors believe that the Proposed IPT Mandate is in the interests of the Enlarged Group for
the following reasons:
(a) As parts of the Enlarged Group’s businesses are complementary to the business of the
CIMC Group and vice versa, there are opportunities for the Enlarged Group and the CIMC
Group to leverage on each other’s business, experience and resources to add value to the
businesses of both;
(b) From the Enlarged Group’s perspective, the Proposed IPT Mandate will enable the
Enlarged Group to take full advantage of the opportunities available in, for instance,
HKSAR and the PRC, and tap on the wide network of contacts and resources established
by the Interested Persons in both the public and private sectors;
(c) The procurement of products and services from Interested Persons and vice versa
pursuant to the Proposed IPT Mandate would enable the Enlarged Group to benefit from
having access to competitive quotes from Interested Persons in addition to obtaining quotes
from, or transacting with non-interested persons;
(d) By having access to management and support services from the Interested Persons, the
Enlarged Group will derive operational and financial leverage through savings in terms of
reduced overheads and greater economies of scale (such as bulk discounts enjoyed by the
Enlarged Group on a group basis). In addition, the Enlarged Group is able to obtain
expertise in the areas of investment risk review, governmental relations and business
development through the extensive global network of its Interested Persons. The ability to
tap on such expertise and experience, especially in relation to matters which are highly
confidential, commercially sensitive or involve historical data, is particularly important for
the Enlarged Group’s ability to respond in a timely manner to take advantage of
opportunities as and when they arise;
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(e) The treasury arrangements with CIMC Finance is beneficial to the Enlarged Group as
CIMC Finance is able to provide competitive interest rates for deposits placed by the
Enlarged Group and loans obtained by the Enlarged Group;
(f) As the Proposed IPT Mandate is subject to annual renewal, this would eradicate the need
for the Enlarged Group to announce, or to announce and convene separate general
meetings from time to time to seek Shareholders’ prior approval as and when potential
interested person transactions with the Interested Persons arises. The Enlarged Group
would be able to save substantial administrative time and costs in arranging for such
separate general meetings, without compromising the corporate objectives and adversely
affecting the business opportunities available to the Enlarged Group. Not only would this
greatly improve administrative efficacy, it would also enable the Enlarged Group to dedicate
its time to other matters; and
(g) The Proposed IPT Mandate is intended to facilitate the Interested Person Transactions in
the ordinary course of business of the Enlarged Group which the Proposed Directors
envisage are likely to be transacted with some frequency from time to time with the
Interested Persons, provided that they are carried out at (i) arm’s length and on normal
commercial terms consistent with the Enlarged Group’s usual business practices and on
terms which are generally not more favourable than those extended to unrelated third
parties; or (ii) in any event on terms no less favourable to the Enlarged Group than
prevailing open market rates, and will not be prejudicial to the interests of the Enlarged
Group and its minority Shareholders.
12.4 Classes of Interested Persons

The Proposed IPT Mandate will apply to the Interested Person Transactions (as described in
Section 12.5 below) to be carried out between the Enlarged Group and the following classes of
Interested Persons:
(a) CIMC and its Associates (as defined in Section 12.1 above); and
(b) CIMC-HK and its Associates (as defined in Section 12.1 above).
12.5 Scope of and categories of Interested Person Transactions

The Proposed IPT Mandate will not cover any Interested Person Transaction which has a value
below S$100,000 as the threshold and aggregate requirements of Chapter 9 of the Catalist Rules
do not apply to such transactions.
Transactions with Interested Persons which do not come within the ambit of the Proposed IPT
Mandate will be subject to applicable provisions of Chapter 9 of the Catalist Rules and/or other
applicable provisions of the Catalist Rules.
The types of transactions with the Interested Persons to which the Proposed IPT Mandate will
apply are set out below:
12.5.1 General Transactions

This category is in respect of the following general transactions (the “General Transactions”) that
may be entered into with Interested Persons in the normal course of business of the Enlarged
Group:
(a) purchase or sale of materials, products and services from or to Interested Persons, arising
in the ordinary course of business operations of the Enlarged Group; and
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(b) the receipt of management and support services in the areas of finance, treasury,
investment risk review, governmental relations, business development, management
information systems, human resources and staff secondment, management and
development, accounting, legal, corporate secretarial, public relations, tax, internal audit,
central purchasing, and other administrative services including computer-based services.
The staff secondment will involve secondment of personnel from Interested Persons to the
Enlarged Group (and not vice versa) from time to time.
More details on past and present and ongoing interested person transactions of the Tianda Group
in respect of this Section 12.5.1 can be found in Section B11 of the “Letter to Shareholders from
the Directors of Tianda”.
12.5.2 Treasury Transactions

Within the ambit of this category are treasury transactions (the “Treasury Transactions”) which
principally comprise:
(a) the placement of deposits with an Interested Person, namely CIMC Finance; and
(b) the borrowing of funds from an Interested Person, namely CIMC Finance.
CIMC Finance was established in 2010 as a wholly-owned subsidiary of CIMC. It is a finance

company licensed by the China Banking Regulatory Commission (Shenzhen Office) in the PRC
and it serves as a centralised cash management and treasury function for companies within the
CIMC Group. The Enlarged Group expects to continue to carry out Treasury Transactions with
CIMC Finance on or after the Proposed Acquisition Completion Date. GFE Law Office, the Legal
Adviser to the Company on PRC Law, has confirmed that CIMC Finance has the necessary
finance licence and business permit to carry out the abovementioned treasury transactions.
More details on past and present and ongoing interested person transactions of the Tianda Group
in respect of this Section 12.5.2 can be found in Section B11 of the “Letter to Shareholders from
the Directors of Tianda”.
12.6 Review Procedures for the Interested Person Transactions

To ensure that the Interested Person Transactions are conducted at: (i) arm’s length and on
normal commercial terms consistent with the Enlarged Group’s usual business practices and on
terms which are generally not more favourable than those extended to unrelated third parties; or
(ii) in any event on terms no less favourable to the Enlarged Group than prevailing open market
rates, and will not be prejudicial to the interests of the Enlarged Group and its minority
Shareholders, the Enlarged Group will, upon the Proposed Acquisition Completion, adopt the
following procedures for the review and approval of Interested Person Transactions under the
Proposed IPT Mandate.
12.6.1 All Interested Person Transactions

The following review and approval procedures will be implemented in relation to all interested
persons transactions (including those which do not come within the ambit of the Proposed IPT
Mandate):
(a) In relation to all interested person transactions, quotations will be obtained from the
interested person and at least two (2) other similar service providers or suppliers who are
unrelated third parties in respect of services and products obtained by the Enlarged Group
from the interested person (or in the case of sales to interested persons, quotation obtained
from such interested person shall be compared against similar past transactions with
unrelated third parties), and at least two (2) principal bankers of the Enlarged Group (who
are not interested persons) in respect of Treasury Transactions. In the comparison of price
and terms, all pertinent factors will be taken into consideration, including but not limited to
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quantity, quality, product requirements and specifications, payment terms and delivery time.
All interested person transactions shall not be approved unless such transactions are: (i) at
arm’s length and on normal commercial terms consistent with the Enlarged Group’s usual
business practices and on terms which are generally not more favourable than those
extended to unrelated third parties; or (ii) in any event on terms no less favourable to the
Enlarged Group than those obtained from unrelated third parties or prevailing open market
rates, and will not be prejudicial to the interests of the Enlarged Group and its minority
Shareholders.
(b) In the event that it is not possible to obtain quotations from unrelated third parties or to
determine whether the terms of the interested person transaction are more or less
favourable than the terms quoted by unrelated third parties, any two members of a
committee comprising the divisional heads, the head of sales and purchasing and the head
of finance of the relevant division of the Enlarged Group for the time being and/or such
other person as the Directors may from time to time appoint (the “Review Committee”) will
evaluate and weigh the benefits of, and rationale for, transacting with the interested person
to determine whether the terms offered to or by the interested person are fair and
reasonable. In the evaluation of price and terms, all pertinent factors will be taken into
consideration, including but not limited to quantity, quality, product requirements and
specifications, payment terms and delivery time. The Review Committee will submit a
written recommendation to such persons responsible for reviewing the interested person
transaction pursuant to the review and approval procedures and/or review and monitoring
procedures (as applicable) as set out in Sections 12.6.2(b) and 12.6.3(b) below.
(c) The Audit and Risk Committee shall have the overall responsibility for determining the
review procedures with the authority to delegate to individuals within the Enlarged Group as
it deems appropriate. If any member of the Review Committee or the Group Chief
Executive Officer or Group Chief Financial Officer of the Enlarged Group has an interest in
an interested person transaction to be reviewed, such member of the Review Committee or
the Group Chief Executive Officer or Group Chief Financial Officer of the Enlarged Group
(as the case may be) will abstain from any decision-making in respect of that transaction,
and the review and approval of that transaction will be undertaken by the remaining
members of the Review Committee. If a member of the Audit and Risk Committee has an
interest in an interested person transaction to be reviewed by the Audit and Risk
Committee, he will abstain from any decision-making in respect of that transaction and the
review and approval of that transaction will be undertaken by the remaining members of the
Audit and Risk Committee. All interested person transactions must be consistent with the
usual practices and policies of the Enlarged Group.
(d) The Enlarged Group will maintain a register (the “IPT Register”) where it will record all
interested person transactions and will document details, including the bases on which the
transactions are entered into, the quotations obtained to support such bases, the rationale
for the transactions as well as the credit terms and actual payment periods applicable to the
transactions. The Group Chief Financial Officer of the Enlarged Group will, on a monthly
basis, review the IPT Register and submit the same to the Enlarged Group’s Audit and Risk
Committee.
(e) Separate from the Audit and Risk Committee’s requirement to approve transactions
submitted to it by the Review Committee, the Audit and Risk Committee will in each
financial year on a quarterly basis review the transactions in the IPT Register, to (i) ensure
that the established review procedures for the interested person transactions have been
complied with and the relevant approvals have been obtained; and (ii) determine if such
review procedures are adequate and/or commercially practicable in ensuring that the
interested person transactions are not prejudicial to the interests of the Company and its
minority Shareholders. As part of its internal control review or its annual review of the
internal audit plan (if applicable) of the Enlarged Group, the Audit and Risk Committee may
(as applicable) also request for the internal auditors of the Company to review such
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interested person transactions to ascertain that the procedures established to monitor the
interested person transactions have been complied with. The Enlarged Group shall grant
the Audit and Risk Committee access and shall furnish such applicable statistics or market
information/rates, as required for such review.
(f) If, during the periodic reviews by the Audit and Risk Committee, the Audit and Risk
Committee is of the view that the established review procedures are inadequate or
inappropriate to ensure that the interested person transactions will not be prejudicial to the
interests of the Company and its minority Shareholders, or in the event of any amendment
to Chapter 9 of the Listing Manual, it will in consultation with the board of directors of the
Company take such action as it deems proper in respect of such procedures and/or modify
or implement such procedures as may be necessary and direct the Company to seek a
fresh mandate from Shareholders based on new guidelines and procedures for transactions
with interested persons.
12.6.2 General Transactions

In addition to the above procedures under Section 12.6.1, the following review and approval
procedures will be implemented to supplement existing internal control procedures in relation to
the General Transactions:
(a) In relation to the General Transactions under Section 12.5.1(b) above, a management fee
based on a cost-reimbursement basis may be levied if relevant services or staff are
provided or seconded (as applicable) from the Interested Persons to the Enlarged Group.
The Review Committee will submit a quarterly report (the “Quarterly Management
Services Report”) which shall set out the fees to be paid to the Interested Person having
regard to the factors set out in Sections 12.6.1(a) and 12.6.1(b), and satisfy itself that the
fees for such transactions provided by any Interested Person shall be: (i) at arm’s length
and on normal commercial terms consistent with the Enlarged Group’s usual business
practices and on terms which are generally not more favourable than those extended to
unrelated third parties; or (ii) in any event on terms no less favourable to the Enlarged
Group than prevailing open market rates, and will not be prejudicial to the interests of the
Enlarged Group and its minority Shareholders. The Quarterly Management Services Report
shall be reviewed by the Group Chief Financial Officer of the Enlarged Group and the Audit
and Risk Committee for services rendered for the preceding quarter. Payment for such
services shall be made after the approval of the Audit and Risk Committee has been
obtained.
(b) The following approval procedures shall be adopted by the Enlarged Group in respect of all
General Transactions entered into by the Enlarged Group:
Cumulative value of General Required approval

Transactions for every FY
Less than S$5 million or the equivalent in The prior approval of the Group Chief Executive
any other foreign currency Officer or the Group Chief Financial Officer of the
Enlarged Group.
Greater than or equal to S$5 million or the The prior approval of (i) the Group Chief Executive
equivalent in any other foreign currency but Officer or the Group Chief Financial Officer of the
less than S$10 million or the equivalent in Enlarged Group; and (ii) any one (1) of the
any other foreign currency Independent Directors of the Enlarged Group (who
shall not be an Interested Person).
Greater than or equal to S$10 million or the The prior approval of the Audit and Risk Committee
equivalent in any other foreign currency of the Enlarged Group.
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12.6.3 Treasury Transactions

In addition to the above procedures under Section 12.6.1, the following review and monitoring
procedures will be implemented to supplement existing internal control procedures in relation to
the Treasury Transactions:
(a) Cash Deposits

In relation to any placement of deposits with CIMC Finance by the Enlarged Group, the
Review Committee will submit a report prior to every quarter which shall set out (the
“Quarterly Deposit Report”): (i) the aggregate amount deposited by the Enlarged Group
with CIMC Finance for the preceding quarter; (ii) the aggregate amount deposited by the
Enlarged Group with CIMC Finance since the start of the FY; (iii) the latest available
interest rate payable from CIMC Finance to the Enlarged Group for deposits received; and
(iv) the latest available interest rate payable from any two (2) principal bankers of the
Enlarged Group (who are not interested persons) to their customers for deposits, to the
Group Chief Financial Officer of the Enlarged Group. The Quarterly Deposit Report shall be
reviewed by the Group Chief Financial Officer of the Enlarged Group and the Audit and
Risk Committee prior to each quarter and shall be approved by the Audit and Risk
Committee prior to further placement of deposits with CIMC Finance for the current quarter.
In determining whether to approve further placement of deposits with CIMC Finance for
each quarter, the Audit and Risk Committee shall assess the counterparty risk in relation to
CIMC Finance, taking into consideration the financial strength of the CIMC Group (based
on its latest publicly available accounts) and the credit rating of the CIMC Group (if any) by
independent credit rating bureaus. For the purposes of the aforementioned assessment by
the Audit and Risk Committee, the Chief Financial Officer of the Tianda Group and the
Group Chief Financial Officer shall keep the Audit and Risk Committee apprised of any
downgrade of credit rating of the CIMC Group on a timely basis.
The Enlarged Group is not obliged to deposit funds with CIMC Finance.
The Enlarged Group will ensure that the cash deposits maintained with CIMC Finance by
the Enlarged Group shall not exceed the quantum of outstanding loans extended by CIMC
Finance to the Enlarged Group at any point in time. In the event the amount of cash
deposits placed with CIMC Finance by the Enlarged Group exceeds the outstanding
amount owing to CIMC Finance by the Enlarged Group at any time (the “Excess Cash
Deposit Scenario”), the Enlarged Group shall not make any further placement of deposits
with CIMC Finance so long as the Excess Cash Deposit Scenario subsists. The Group
Chief Financial Officer shall also inform the Audit and Risk Committee of the occurrence or
potential occurrence of an Excess Cash Deposit Scenario, and the Audit and Risk
Committee shall then assess if there is a necessity to withdraw any of the Enlarged Group’s
subsisting cash deposits maintained with CIMC Finance.
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(b) Loans
In relation to any borrowing of funds from CIMC Finance by the Enlarged Group, the
Review Committee will carry out the following procedures:
(i) In relation to loans with a duration of one (1) year or less (including, but not limited
to, working capital loans), the following approval procedures shall be adopted by the
Enlarged Group:
Interest payable on a cumulative

basis from the Enlarged Group to
CIMC Finance for every FY Required approval
Less than 3% of the Enlarged Group’s latest The prior approval of the Group Chief
audited consolidated NTA(1). Executive Officer and the Group Chief
Financial Officer of the Enlarged Group.
Greater than or equal to 3% of the Enlarged The prior approval of (i) the Group Chief
Group’s latest audited consolidated NTA(1). Executive Officer or the Group Chief
Financial Officer of the Enlarged Group; and
(ii) the Audit and Risk Committee of the
Enlarged Group.
Note:
(1) For the avoidance of doubt, for the period from the Proposed Acquisition Completion Date to the
end of the first FY, the above reference to the latest audited consolidated NTA shall refer to the NTA
of the Enlarged Group as set out in Appendix E entitled “Report on the Unaudited Pro Forma
Consolidated Financial Information of the Enlarged Group for the Financial Years Ended 31
December 2011, 2012, and 2013” of this Circular.
(ii) In relation to long-term loans with a duration of more than one (1) year, such loans
shall require the prior approval of (i) the Group Chief Executive Officer or the Group
Chief Financial Officer of the Enlarged Group; and (ii) the Audit and Risk Committee
of the Enlarged Group.
The Enlarged Group is not obliged to borrow funds from CIMC Finance.
12.7 Disclosure
Pursuant to Chapter 9 of the Catalist Rules, the Enlarged Group will disclose in its annual report
the aggregate value of the Interested Person Transactions conducted under the Proposed IPT
Mandate during the FY, and in the annual reports for the subsequent FYs during which the
Proposed IPT Mandate is in force.
In addition, the Enlarged Group will announce the aggregate value of the Interested Person
Transactions conducted pursuant to the Proposed IPT Mandate for the financial periods which it is
required to report on within the time required for the announcement of such report. These
disclosures will be in the following format:
Name of Interested Person Aggregate value of all interested Aggregate value of all interested
person transactions during the person transactions conducted
financial year under review under the shareholders’ mandate
(excluding transactions less than pursuant to Rule 920 (excluding
$100,000 and transactions transactions less than $100,000)
conducted under the shareholders’
mandate pursuant to Rule 920)
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12.8 Expiry and Renewal of the Proposed IPT Mandate

If approved by the Shareholders, the Proposed IPT Mandate will take effect from the Proposed
Acquisition Completion Date and will (unless revoked or varied by the Enlarged Group in a
general meeting) continue to be in force until the next annual general meeting or the expiration of
the period within which the next general meeting is required by law to be held, whichever is the
earlier, and will apply to Interested Person Transactions entered into from the Proposed
Acquisition Completion Date. Approval from Independent Shareholders will be sought for the
renewal of the Proposed IPT Mandate at each subsequent annual general meeting, subject to
review by the Audit and Risk Committee or its continued application to the Interested Person
Transactions.
12.9 IFA for the Proposed IPT Mandate

Asiasons WFG Capital Pte Ltd has been appointed as the independent financial adviser to advise
the Recommending Directors (IPT) in relation to the Proposed IPT Mandate. A summary of the
IFA’s opinion is set out in Section 24.2 entitled “The Proposed IPT Mandate” of this Circular and
the AWFG IFA Letter dated 24 June 2014 is reproduced in Appendix B entitled “AWFG IFA Letter
of this Circular in relation to the Proposed IPT Mandate”. Shareholders are advised to read the
AWFG IFA Letter carefully.
13. INTERESTED PERSON TRANSACTIONS AFTER THE PROPOSED ACQUISITION

COMPLETION
13.1 Interested Person Transactions of the Pteris Group
It is envisaged that with effect from the CIMC Completion Date, the existing arrangement below
will be considered an interested person transaction.
Letter of comfort for bank borrowings and banking facilities

As at the Latest Practicable Date, CIMC and CIMC-HK have collectively provided letters of
comfort in connection with the Revolving Credit Facility and Trade Facility extended to the Pteris
Group by a consortium of banks as set out below:-
Total Amount in Amount

Party amount of relation to Outstanding
providing facilities letter of as at the Latest
Type of letter of granted comfort Practicable Date
Financial Institution Facilities comfort (S$’000) (S$’000) (S$’000)
- Australia and New Revolving - CIMC 52,000 52,000 52,000

Zealand Banking Group Credit - CIMC-HK
Limited, Singapore Branch Facility
- DBS Bank Ltd
- ING Bank N.V., Singapore
Branch
- Standard Chartered Bank
- DBS Bank Ltd Trade - CIMC 32,000 32,000 30,169

Facility - CIMC-HK
As at the Latest Practicable Date, the aggregate amount in respect of the letter of comfort in
relation to the Revolving Credit Facility was S$52.0 million and the aggregate amount outstanding
was S$52.0 million. The interest rate applicable to the Revolving Credit Facility ranged from 2.47%
to 2.49% per annum from the date of drawdown of the Revolving Credit Facility till the Latest
Practicable Date.
As at the Latest Practicable Date, the aggregate amount in respect of the letter of comfort in
relation to the Trade Facility was S$32 million and the aggregate amount outstanding was
approximately S$30.2 million.
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The above arrangements were beneficial to the Pteris Group, but as no benefit in kind,
commission or interest was paid to CIMC and/or CIMC-HK for the provision of the letter of
comfort, the arrangements were not conducted at arm’s length.
13.2 Interested Person Transactions of the Tianda Group

Following the Proposed Acquisition Completion, the present and ongoing interested person
transactions of the Tianda Group will also be considered as interested person transactions of the
Enlarged Group. Please refer to Section B11 of the “Letter to Shareholders from the Directors of
Tianda” entitled “Interested Person Transactions” for further details on the present and ongoing
Interested Person Transactions of the Tianda Group.
13.3 Interested Person Transactions of the Enlarged Group

All future transactions with interested persons shall comply with the requirements of the Catalist
Rules. Please refer to Section 12.6.1 entitled “Review Procedures for the Interested Person
Transactions – All Interested Person Transactions” of this Circular for further details.
14. THE PROPOSED LISTING TRANSFER

For a reverse takeover, Rule 1015(3)(a) of the Listing Manual read with Rule 210(2) of the Listing
Manual requires that the incoming business and the Enlarged Group must comply with specified
criteria relating to the listing of a company on the SGX-ST Main Board, including one of the
following requirements:
(a) minimum consolidated pre-tax profit (based on full year consolidated audited accounts) of
at least S$30 million for the latest financial year and has an operating track record of at
least three (3) years;
(b) profitable in the latest financial year (pre-tax profit based on the latest full year consolidated
audited accounts), has an operating track record of at least three (3) years and has a
market capitalisation of not less than S$150 million based on the issue price and post-
invitation issued share capital; or
(c) operating revenue (actual or pro forma) in the latest completed financial year and a market
capitalisation of not less than S$300 million based on the issue price and post-invitation
issued share capital.
In view of the pro forma financial performance of the Enlarged Group, the Existing Board believes
that the Enlarged Group does not meet the quantitative criteria for a listing on the SGX-ST Main
Board.
However, the Enlarged Group is expected to meet the requirements for a transfer of listing from
the SGX-ST Main Board to the SGX-ST Catalist pursuant to Rule 410 of the Catalist Rules.
Accordingly, the Company proposes to apply to the SGX-ST in writing for the Proposed Listing
Transfer pursuant to Rule 410 of the Catalist Rules.
A transfer from the SGX-ST Main Board to the Catalist is governed by Rule 410 of the Catalist
Rules. As described below, as at the Latest Practicable Date, the Enlarged Group will meet all the
requirements for a transfer to the Catalist, save for the requirement for Shareholders’ approval,
which is the subject of this Circular.
(a) Rule 410(1) – Compliance with Rules 406(1), (2)(b), (3), (4) and 407(2) and (3)
Based on the shareholding statistics available to the Company as at the Latest Practicable
Date, and after adjusting for the Proposed Acquisition Completion, approximately 24.8% of
the Shares shall be considered as public shareholdings and the number of public
shareholders is more than 3,000, being more than 200 public shareholders, for the purpose
of fulfilling the free float requirement stipulated under the Catalist Rules.
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For more details on the public float, please refer to Section 17 entitled “Compliance
Placement” of this Circular.
The Company has complied with Rule 406(3) of the Catalist Rules as:
(i) the Directors and Executive Officers of the Enlarged Group have the appropriate
experience and expertise to manage the Enlarged Group’s business;
(ii) the Enlarged Group has at least two non-executive directors who are independent
and free of any material business or financial connection with the Enlarged Group;
and
(iii) nothing materially adverse has come to the attention of the Financial Adviser and
Proposed Sponsor to suggest that the Directors, Executive Officers and Controlling
Shareholders of the Enlarged Group do not have the character and integrity
expected of a listed issuer.
Please refer to Section 18.5 entitled “Directors, Proposed Director, Executive Officer,
Proposed Executive Officers and Staff” of this Circular for further details on the directors
and executive officers of the Enlarged Group.
In compliance with Rule 406(4) of the Catalist Rules, Canaccord Genuity has provided the
confirmation required in Appendix 4B of the Catalist Rules that the Enlarged Group is
suitable for listing and complies with the Catalist Rules.
In the reasonable opinion of the Post-Completion Board, and taking into consideration the
factors stated in Section 20.9 entitled “Working Capital”, the working capital available to the
Enlarged Group is sufficient for its present requirements and for at least 12 months after
the Proposed Acquisition Completion Date.
In the reasonable opinion of Canaccord Genuity, and taking into consideration the factors
stated in Section 20.9 entitled “Working Capital”, the working capital available to the
Enlarged Group is sufficient for its present requirements and for at least 12 months after
the Proposed Acquisition Completion Date.
(b) Rule 410(2) – The Company is sponsored and the sponsor provides the SGX-ST with a
completed Appendix 4D under the Catalist Rules
The Post-Completion Board proposes to appoint Canaccord Genuity as the Company’s
continuing Sponsor, subject to the Proposed Listing Transfer taking effect.
Canaccord Genuity has provided the SGX-ST with a completed Appendix 4D of the Catalist
Rules.
(c) Rule 410(3) – The Company provides the SGX-ST with a completed Appendix 4E under
the Catalist Rules
The Company had on 24 June 2014, provided the SGX-ST with a completed Applicant
Listing Agreement agreeing to comply with the SGX-ST’s requirements and policies
applicable to issuers listed on the Catalist.
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(d) Rule 410(4) – The Company’s Shareholders have approved the Proposed Listing Transfer
by special resolution
The Proposed Listing Transfer is subject to the approval of the Shareholders by way of
Special Resolution 1 at the EGM, the notice of which is set out in pages N-1 to N-5 of this
Circular.
(e) Rule 410(5) – The Company is in compliance with all applicable SGX-ST Main Board
Listing Rules
The Existing Board has confirmed that the Company is in compliance with all applicable
SGX-ST Listing Manual rules.
15. THE PROPOSED ADOPTION OF THE NEW ARTICLES OF ASSOCIATION

15.1 Background
The Company has undertaken a review of the Existing Articles and proposes that certain
amendments be made to the Existing Articles to take into account, inter alia, (i) the changes to
the Companies Act, (ii) the prevailing rules of the Listing Manual and (iii) the Code of Corporate
Governance. The Company is also taking this opportunity to streamline and rationalise certain
other provisions in the Existing Articles. As substantial amendments are being made to the
Existing Articles, it is proposed that the New Articles be adopted instead of amending the Existing
Articles.
The proposed adoption of the New Articles is subject to Shareholders’ approval at the EGM by
Special Resolution.
The full text of the proposed New Articles is contained in Appendix I to this Circular.
15.2 Summary of Principal Provisions in the New Articles

A summary of the principal provisions in the New Articles which are significantly different from the
equivalent provisions in the Existing Articles is set out below. Many of the changes proposed are
to reflect provisions in articles of association which are commonly adopted by companies listed on
the SGX-ST or in order to ensure compliance with Appendix 4C of the Catalist Rules regarding
articles of association.
(a) Business activities

Existing Article 3 provides, inter alia, that any branch or kind of business which is expressly
or by implication authorised to be undertaken by the Company may be undertaken by the
directors of the Company at such time or times as they shall think fit. It is proposed that
Existing Article 3 be excluded from the New Articles to take into account the amendments
to Section 23 of the Companies Act.
(b) Preference shares

New Article 4(A) provides that in the event of preference shares being issued, the total
number of issued preference shares shall not exceed the total number of issued ordinary
shares issued at any time.
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(c) Replacement of share certificates

Existing Article 20 provides for the renewal of share certificates which are defaced, worn
out, destroyed, lost or stolen, subject to the due payment of such sum not exceeding S$1
as the directors of the Company may from time to time require. New Article 21 essentially
retains these provisions, but in line with the current requirements under paragraph 1(g) of
Appendix 2.2 to the Mainboard Rules and paragraph 1(f) of Appendix 4C of the Catalist
Rules, allows for directors of the Company to charge a sum not exceeding S$2. It is
proposed that this better reflects current costs.
(d) Renunciation of allotment

Existing Article 18 provides that nothing in the Existing Articles shall preclude the directors
of the Company from recognising a renunciation of the allotment of any share by the
allottee in favour of some other person. New Article 14 clarifies that the directors of the
Company may, at any time after the allotment of any share but before any person has been
entered in the Register of Members as the holder or (as the case may be) before that share
is entered against the name of a Depositor in the Depository Register, recognise a
renunciation thereof by the allottee in favour of some other person and may accord to any
allottee of a share a right to effect such renunciation upon and subject to such terms and
conditions as the directors of the Company may think fit to impose.
(e) Calls on shares

Existing Article 31 deals with payment in advance of calls and provides that the Company
may pay interest at such rate not exceeding without the sanction of the Company in general
meeting ten per cent. (10%) per annum as the member paying such sum and the directors
of the Company agree upon. New Article 31, which is proposed to replace Existing Article
37, reduces the maximum percentage of the interest payable to eight per cent. (8%) and
removes the possibility of the Company approving a higher percentage in general meeting.
(f) Forfeiture and liens

Existing Article 28 in relation to the rights and liabilities of members whose shares have
been forfeited or surrendered provides that such members shall pay interest on such
amount at the rate of ten percent per annum from the day appointed for payment thereof to
the time of actual payment. New Article 35 which is proposed to replace Existing Article 28,
reduces the interest payable by a member in respect of the forfeited or surrendered shares
from ten per cent. (10%) per annum to eight per cent. (8%) per annum consistent with New
Article 31.
Existing Article 22 is proposed to be replaced by New Article 36. New Article 36 clarifies
that the directors of the Company may waive any lien which has arisen and may resolve
that any share shall for some limited period be exempt wholly or partially from the
provisions of the New Articles.
Existing Article 35, which deals with the title to shares forfeited or surrendered to satisfy a
lien, is proposed to be replaced by New Article 39. New Article 39 clarifies that in the case
where the purchaser is a Depositor, the share certificate shall be delivered to the
Depository, as the case may be. In addition, New Article 39, also clarifies that the statutory
declaration that a share has been duly forfeited or surrendered or sold or disposed to
satisfy a lien, which shall be conclusive evidence of the facts therein, can also be made by
the Secretary of the Company (in addition to a director of the Company as provided under
Existing Article 39).
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(g) Quorum
Existing Article 76 provides that no business shall be transacted at any general meeting
unless a quorum is present. New Article 62, which is proposed to replace Existing Article
76, provides that no business other than the appointment of a chairman shall be transacted
at any general meeting unless a quorum is present. In addition, Existing Article 76 provides
that a proxy representing more than one member shall count as one member for the
purposes of determining quorum, and this provision is proposed to be deleted in New
Article 62.
Existing Article 77 deals with the adjournment of a general meeting if a quorum is not
present. It is proposed to replace Existing Article 77 with New Article 63, which clarifies that
the chairman of the meeting may allow a longer interval than half an hour for a quorum to
be formed before a meeting convened on the requisition of members be dissolved. New
Article 63 also clarifies that in any other case, the meeting shall be adjourned for a week
(or if that day is a public holiday, the adjourned meeting shall be held on the next business
day following that public holiday) or such other day, time or place as the directors of the
Company may by not less than ten days’ notice appoint.
(h) Resolutions in writing

Existing Article 85, which provides that a resolution in writing signed by every member of
the Company entitled to vote or being a corporation by its duly authorised corporate
representative shall have the same effect and validity as an ordinary resolution of the
Company passed at a general meeting duly convened, held and constituted, and may
consist of several documents in the like form, each signed by one or more of such
members, is proposed to be deleted as the rights of public shareholders to attend, speak
and debate on resolutions is an expression of shareholder democracy and accountability,
which should not be attenuated.
(i) Adjournment of meetings

Existing Article 69, which deals with adjournment of a meeting at which a quorum is
present, is proposed to be replaced by New Articles 64. New Article 64 provides that no
business shall be transacted at any adjourned meeting except business which might
lawfully have been transacted at the first meeting, and the time and place of the adjourned
meeting may be fixed at the first general meeting or sine die. Where a meeting is adjourned
sine die, the time and place for the adjourned meeting shall be fixed by the directors of the
Company. It is not necessary to give notice of an adjournment, unless the meeting is
adjourned for thirty days or more or sine die, in which case not less than seven days’ notice
of the adjourned meeting shall be given.
(j) Amendments to resolutions at general meetings

It is proposed that a New Article 66 be inserted. New Article 66 provides that if an
amendment shall be proposed to any resolution under consideration but shall in good faith
be ruled out of order by the chairman of the meeting, the proceedings on the substantive
resolution shall not be invalidated by any error in such ruling. In the case of a resolution
duly proposed as a special resolution, no amendment thereto (other than a mere clerical
amendment to correct a patent error) may in any event be considered or voted upon.
(k) Method of voting

Existing Article 80, which deals with the method of voting and who can demand a poll, is
proposed to be replaced with New Articles 67 and 68. New Article 67 provides that a poll
may be demanded by, inter alia, not less than five (5) members having the right to vote at
the meeting (instead of at least three (3) members under Existing Article 80) to be
consistent with Section 178 of the Companies Act.
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New Article 68 provides that a poll may be withdrawn only with the approval of the meeting.
Existing Article 84, which provides that if any votes counted which ought not to have been
counted or might have been rejected, such error shall not vitiate the result of the voting
unless it is pointed out at the same meeting or at any adjournment thereof, and not in that
case unless it shall in the opinion of the chairman of the meeting be of sufficient
importance to vitiate the result of the voting, is proposed to be deleted.
(l) Votes of members

Existing Article 89, which deals with the voting rights of members of unsound mind, is
proposed to be replaced by New Article 76. New Article 76 provides that if a receiver or
other person has been appointed to act on behalf of any member with a mental disorder,
the directors of the Company may in their absolute discretion, upon or subject to production
of such evidence of the appointment as the directors of the Company may require, permit
such receiver or other person on behalf of such member to vote in person or by proxy at
any general meeting or to exercise any other right conferred by membership in relation to
meetings of the Company.
(m) Appointment of proxies

It is proposed that New Article 82(B) be inserted to clarify that the signature on the
instrument of proxy need not be witnessed.
(n) Directors
Existing Article 99, which sets out the names of the first directors of the Company, is
proposed to be deleted.
It is proposed that New Articles 104 and 107 be inserted. New Article 104 provides, inter
alia, that the directors of the Company may from time to time appoint one or more of their
body to the office of, inter alia, Chief Executive Officer(s)/Managing Director(s) of the
Company. New Article 107 provides that the directors of the Company may entrust to and
confer upon any directors of the Company holding the office of, inter alia, Chief Executive
Officer(s)/Managing Director(s) of the Company any of the powers exercisable by them as
directors of the Company upon such terms and conditions and with such restrictions as
they think fit.
(o) Managing directors

Existing Article 112, which deals with the appointment of managing directors, is proposed
to be replaced by New Article 104. New Article 104 provides that the directors of the
Company may from time to time appoint one or more of their body (instead of one of their
body under Existing Article 112).
(p) Appointment and retirement of directors

Existing Article 104, which deals with the vacation of office and removal of directors of the
Company, is proposed to be replaced with New Article 108. New Article 108 provides that
the office of a director of the Company shall be vacated in any of the following events,
namely:
(i) if he shall become prohibited by law from acting as a director of the Company;
(ii) if (not being a director of the Company holding any executive office for a fixed term)
he shall resign by writing under his hand left at the Office or if he shall in writing offer
to resign and the directors of the Company shall resolve to accept such offer;
(iii) if he becomes a bankrupt or shall compound with his creditors generally;
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(iv) if he becomes of unsound mind or if in Singapore or elsewhere, an order shall be

made by any court claiming jurisdiction in that behalf on the ground (however
formulated) of mental disorder for his detention or for the appointment of a guardian
or for the appointment of a receiver or other person (by whatever name called) to
exercise powers with respect to his property or affairs;
(v) if he is removed by the Company in a General Meeting pursuant to these Articles;
(vi) if he is disqualified from acting as a director in any jurisdiction for reasons other than
on technical grounds (as required by paragraph 9(g) of Appendix 2.2 to the
Mainboard Rules and paragraph 9(m) of Appendix 4C of the Catalist Rules);
(vii) if he ceases to be a director of the Company by virtue of any law;
(viii) if he absents himself from meetings of the directors of the Company for a continuous
period of six months without leave from the directors of the Company and the
directors of the Company resolve that his office be vacated;
(ix) subject to the provisions of the Act, at the conclusion of the Annual General Meeting
commencing next after he attains the age of 70 years; or
(x) if he becomes disqualified from acting as director of the Company in any jurisdiction
for any reason.
Existing Article 110, which deals with the deemed re-election of a retiring director of the
Company, is proposed to be replaced by New Article 111. New Article 111 provides that a
retiring director of the Company shall be deemed to have been re-elected except, inter alia,
where the default is due to the moving of a resolution in contravention of New Article 112.
It is proposed that New Article 112 be inserted to provide that a resolution for the
appointment of two or more persons as directors of the Company by a single resolution
shall not be moved at any general meeting unless a resolution that it shall be so moved has
first been agreed to by the meeting without any vote being given against it; and any
resolution moved in contravention of this provision shall be void.
(q) Alternate directors

Existing Article 101 in relation to alternate directors is proposed to be replaced by New
Article 117. New Article 117(C) clarifies that if the principal is for the time being absent from
Singapore or temporarily unable to act through ill health or disability, the signature of the
alternate director of the Company to any resolution in writing of the directors of the
Company shall be as effective as the signature of his principal. To such extent as the
directors of the Company may from time to time determine in relation to any committees of
the directors of the Company, the provisions in New Article 117(C) shall apply mutatis
mutandis to any meeting of such committees of which the principal of the alternate director
of the Company is a member. New Article 117(D) clarifies that an alternate director of the
Company shall be entitled to contract and be interested in and benefit from contracts or
arrangements or transactions and to be repaid expenses and to be indemnified to the same
extent mutatis mutandis as if he were a director of the Company.
(r) Meetings and proceedings of directors

Existing Article 120, which deals with the meetings of directors, is proposed to be replaced
by New Article 118. New Article 118 clarifies that notice of a meeting of directors of the
Company shall be given to each of the directors of the Company in writing at least two days
prior to the day of the meeting but any Director may waive notice of any meeting and any
such waiver may be retroactive, and the presence of a director of the Company at the
meeting shall be deemed to constitute a waiver on his part. In addition, New Article 118
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clarifies that a meeting by telephone conference, video conference, audio visual or other
similar communications equipment shall be deemed to take place where the largest group
of Directors present for the purpose of the meeting is assembled or, if there is no such
group, where the Chairman of the meeting is present.
Existing Article 121, which deals with the quorum necessary for the transaction of the
business of the directors, is proposed to be replaced by New Article 119. New Article 119
provides that the quorum necessary for the transaction of the business of the directors of
the Company may be fixed from time to time by the directors of the Company and unless
so fixed at any other number, shall be two (instead of three directors of the Company under
Existing Article 121).
Existing Article 78, which deals with the appointment of Chairman, is proposed to be
replaced with New Article 123, which generally provides that if no Chairman or Deputy
Chairman shall be present within five minutes after the time appointed for holding the
meeting, the directors of the Company present may choose one of their number to be
chairman of the meeting (instead of fifteen (15) minutes under Existing Article 78).
Existing Article 130, which deals with resolutions of directors of the Company in writing, is
proposed to be replaced by New Article 124, which generally provides that a resolution in
writing signed by the majority of directors of the Company, being not less than are sufficient
to form a quorum, shall be as effective as a resolution duly passed at a meeting of the
directors of the Company (instead of a resolution in writing signed by all directors of the
Company for the time being under Existing Article 130).
Existing Article 122, which deals with the meetings of committees, is proposed to be
replaced with New Article 126, which generally provides that meetings and proceedings of
any such committees shall be governed by the provisions of the New Articles regulating
meetings and proceedings of directors of the Company.
(s) Secretary
Existing Article 133 in relation to the company secretary is proposed to be replaced with
New Article 136, which provides, inter alia, that any company secretary may at any time be
removed from office by the directors of the Company, but without prejudice to any claim for
damages for breach of any contract of service between him and the Company.
(t) Dividends
It is proposed that New Article 150 be inserted to provide that the waiver in whole or in part
of any dividend on any share by any document shall be effective only if such document is
signed by the shareholder (or the person entitled to the share in consequence of the death
or bankruptcy of the holder) and delivered to the Company and if or to the extent that the
same is accepted as such or acted upon by the Company.
In addition, it is proposed that New Article 152, which deals with scrip dividends, be
inserted to provide the Company with the flexibility to pay dividends by issuing shares in
lieu of cash and to enable members to elect to receive new shares credited as fully paid in
lieu of the cash amount of a qualifying dividend in the event the Company decides to
implement a scrip dividend scheme in the future.
It is also proposed that New Article 156 be inserted to provide that any resolution declaring
a dividend on shares of any class may specify that the same shall be payable to the
persons registered as the holders of such shares in the Register of Members or the
Depository Register, as the case may be, at the close of business on a particular date.
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(u) Notices
Existing Article 160 in relation to service of notices for joint holders is proposed to be
replaced by New Article 170, which provides that a joint holder having no registered
address in Singapore and not having supplied an address within Singapore for the service
of notices shall be disregarded.
16. PRO FORMA FINANCIAL EFFECTS OF THE PROPOSED ACQUISITION

The pro forma financial effects of the Proposed Acquisition are for illustrative purposes only and
do not necessarily reflect the actual results and financial position of the Enlarged Group following
the Proposed Acquisition Completion.
The pro forma financial effects of the Proposed Acquisition have been prepared based on the
following assumptions:
(i) the pro forma financial effects of the Proposed Acquisition on the share capital, earnings,
NTA and gearing of the Enlarged Group have been prepared based on the audited
consolidated financial statements of the Tianda Group for FY2013 and the audited
consolidated financial statements of the Pteris Group for FY2013;
(ii) the financial effects on the Enlarged Group’s earnings and earnings per share are
computed assuming that the Proposed Acquisition had been completed on 1 January 2013.
The financial effects on the Enlarged Group’s NTA and gearing are computed assuming
that the Proposed Management Co Acquisition and the Proposed CIMC Acquisition had
been completed on 31 December 2013;
(iii) the fair value adjustments on the net assets of the Enlarged Group (save for the leasehold
property of the Pteris Group) and positive or negative goodwill arising from the Proposed
Acquisition, if any, have not been considered and will be determined on the date of
completion when CIMC-HK and the Management Co have effectively obtained control of
the Company. As the final goodwill or negative goodwill will have to be determined at the
completion of the Proposed Acquisition, the actual amount could be materially different
from the aforementioned assumption. Any goodwill or negative goodwill arising thereon
from the Proposed Acquisition will be accounted for in accordance with the accounting
policies of the Company;
(iv) the issuance of new Shares of the Company pursuant to the Proposed Acquisition are on a
post-Consolidation basis;
(v) 46,153,846 Management Co Consideration Shares and 107,692,307 CIMC Consideration

Shares were issued at the Issue Price on 1 January 2013;
(vi) 37,047,372 CIMC Additional Shares and 15,877,445 Management Co Additional Shares
were issued for nil consideration on 1 January 2013; and
(vii) 1,846,153 AM Conversion Shares were issued at the Issue Price on 1 January 2013.
In addition to the above bases and assumptions, the following assumptions have been assumed
for the Minimum Dilution Scenario and the Maximum Dilution Scenario respectively as follows:

(i) 1,153,846 Management Co Deferred Consideration Shares and 2,692,307 CIMC Deferred
Consideration Shares were issued at the Issue Price on 1 January 2013;
(ii) no Management Co Crisplant Shares and CIMC Crisplant Shares were issued on 1
January 2013;
85
(iii) no Management Co Prolongation Claims Shares and CIMC Prolongation Claims Shares
were issued on 1 January 2013; and
(iv) 846,153 Canaccord Shares were issued at the Issue Price on 1 January 2013.
Maximum Dilution Scenario

(i) 11,076,922 Management Co Deferred Consideration Shares and 25,846,153 CIMC
Deferred Consideration Shares were issued at the Issue Price on 1 January 2013;
(ii) 9,230,768 Management Co Crisplant Shares and 21,538,461 CIMC Crisplant Shares were
issued at the Issue Price on 1 January 2013;
(iii) 3,300,922 Management Co Prolongation Claims Shares and 7,702,153 CIMC Prolongation
Claims Shares were issued at the Issue Price on 1 January 2013; and
(iv) 1,100,000 Canaccord Shares were issued at S$0.50 on 1 January 2013.
Share capital
After the Proposed

Acquisition and on the
Final Completion Date
Before the Minimum Maximum

Proposed Dilution Dilution
(S$’000) Acquisition Scenario Scenario
Issued and paid-up share capital 65,161 65,161 65,161
Add: Issue of the AM Conversion Shares – 1,200 1,200
Add: Issue of the Canaccord Shares – 550 550
Add: Issue of CIMC Consideration Shares – 70,000 70,000
Add: Issue of Management Co Consideration Shares – 30,000 30,000
Add: Issue of the CIMC Additional Shares – – –
Add: Issue of the Management Co Additional Shares – – –
Add: Issue of CIMC Deferred Consideration Shares – 1,750 16,800
Add: Issue of Management Co Deferred Consideration Shares – 750 7,200
Add: Issue of CIMC Crisplant Shares – – 14,000
Add: Issue of Management Co Crisplant Shares – – 6,000
Add: Issue of CIMC Prolongation Claims Shares – – 5,006
Add: Issue of Management Co Prolongation Claims Shares – – 2,146
Total Issued and paid-up share capital 65,161 169,411 218,063
Number of Pre-Consolidation Shares (’000) 548,488 N.A. N.A.
Number of Post-Consolidation Shares (’000) 109,698 323,007 398,110
86
NTA
After the Proposed


NTA of the Pteris Group 34,109 34,109 34,109
Add: Consolidation adjustment(1) – 35,816 35,816
Add: NTA of the Tianda Group attributable to the Pteris Group – 76,374 76,374
Enlarged NTA 34,109 146,299 146,299
Number of Post-Consolidation Shares (’000) 109,698 323,007 398,110
NTA per Post-Consolidation Share (cents) 31.09 45.29 36.75
Note:
(1) This relates mainly to the estimated fair value adjustment (net of tax) in relation to a leasehold property of the Pteris
Group.
Earnings
After the Proposed


Loss for the year (29,685) (29,685) (29,685)
Add: Profit after tax of the Tianda Group attributable to the – 14,343 14,343
Pteris Group
Add: Consolidation adjustment – (4,526) 13,426 (1)
Loss for the year (29,685) (19,868) (1,916)
Weighted average number of Post-Consolidation Shares (’000) 109,698 323,007 398,110
Loss per Post-Consolidation Share (cents) (27.06) (6.15) (0.48)
Note:
(1) This relates mainly to the negative goodwill arising from consolidation and the depreciation expense, mainly
attributable to adjustment to the fair value of a leasehold property of the Pteris Group.
87
Gearing
After the Proposed


Net debt(1) 31,404 41,887 41,887
Total capital(2) 35,530 153,185 152,013
Gearing ratio 88% 27% 28%
Notes:
(1) Net debt is defined as total interest-bearing borrowings, net of cash.
(2) Total capital includes non-controlling interests.
17. COMPLIANCE PLACEMENT

As set out in Section 14 of this Circular, the Company is proposing to undergo the Proposed
Listing Transfer to transfer its listing to the Catalist. Under Rule 724 of the Catalist Rules, the
SGX-ST may suspend trading of the Shares in the Company if less than the required 10% of the
Shares is held in the hands of the public. The SGX-ST may allow the Company a period of three
(3) months, or such longer period as the SGX-ST may agree, to raise the percentage of Shares in
public hands to at least 10%.
In addition, the Company is required to comply with Rule 1015(3)(a) read with Rule 406(1)(a) of
the Catalist Rules, where at least 15% of the issued share capital of the Company must be held in
the hands of at least 200 public Shareholders.
Based on the shareholding statistics available to the Company as at the Latest Practicable Date
and after adjusting for the Proposed Acquisition Completion, approximately 24.8% of the Shares
shall be considered as public shareholdings and the number of public shareholders is more than
3,000, being more than 200 public shareholders, for the purpose of fulfilling the free float
requirement stipulated under the Catalist Rules. As such, the Company does not intend to
undertake any placement of shares.
In the event that the public float falls below the required threshold in the Catalist Rules upon the
Proposed Acquisition Completion, the Company will take the necessary actions to ensure that the
public float is maintained, including, but not limited to, a compliance placement.
18. INFORMATION ON THE ENLARGED GROUP

18.1 Principal Business
Following the completion of the Proposed Acquisition, the principal business of the Enlarged
Group would be that of the Pteris Group and the Tianda Group.
The Pteris Group is engaged in the business of (i) provision of engineering and computer
software solutions for airport logistics and materials, such as baggage and air cargo handling
systems; and (ii) the manufacture and repair of airport ground support equipment, including
aircraft catering vehicles and other service vehicles.
88
The Tianda Group is principally involved in the manufacture and sale of (i) airport equipment,
which comprises mainly passenger boarding bridges and ground support equipment such as
airport apron buses, aircraft catering vehicles and other specialised vehicles; (ii) baggage and
materials handling systems, which comprise systems for the sorting, handling and transportation
of different types of baggage and cargo; and (iii) automated parking systems. The airport
equipment segment is the division that currently contributes the bulk of the revenue and profits of
the Tianda Group.
18.2 Group Structure

The details of each of the subsidiaries, associated companies and branch offices of the Enlarged
Group following the Proposed Acquisition Completion are set out as follows:-
Non-PRC Entities
Effective Equity held

Name of Entity / Date and Issued and by Pteris after the
Principal place Principal Country of Paid Up Proposed Acquisition
of business Activities Incorporation Capital Completion
Inter-Roller Investment holding 29 Jun 1982, S$1,000,002 100%

Investments Singapore
Pte. Ltd. / Singapore
Inter-Roller Infrastructural 12 January 1990, S$1,500,000 100%

Engineering Services engineering and Singapore
Pte. Ltd. / Singapore maintenance
services
Pteris Pte Ltd / Investment holding 2 January 1993, S$300,000 100%

Singapore Singapore
AeroMobiles Pte. Manufacture and 16 April 2003, S$1,000,000 100%

Ltd./ Singapore repair of airport Singapore
ground support
equipment
Pteris Global Sdn. Manufacture of 8 November MYR8,000,000 100%

Bhd./ Malaysia airport logistics 1995,
system and Malaysia
equipment
IR (Middle East) LLC Engineering works 24 August 2004, AED300,000 100%(1)(2)

/ United Arab United Arab
Emirates Emirates
Pteris Global (India) Supply and 22 October 2010, INR100,000 100%

Pvt Ltd / India maintenance of India
airport logistics
system and
equipment
Pteris Global Supply and 15 March 2012, THB10,000,000 100%(1)(2)

(Thailand) Pte Ltd / maintenance of Thailand
Thailand airport logistics
system and
Equipment
CDG Systems Ltd / Design and supply 10 February GBP400,000 100%

United Kingdom of air cargo 2003,
Systems United Kingdom
89

Name of Entity / Date and Issued and by Pteris after the
Principal place Principal Country of Paid Up Proposed Acquisition
of business Activities Incorporation Capital Completion
Pteris Global (USA) Supply and 23 September USD100,000 100%

Inc. / United States of maintenance of 2008,
America airport logistics United States
system and of America
equipment
Pteris Global Supply and 11 August 2008, CAD100 100%

(Canada) Inc. / maintenance of Canada
Canada airport logistics
system and
equipment
Techman / HKSAR Investment holding 23 May 2013, –(3) 100%

company HKSAR
Tianda Hong Kong / Sale and 23 May 2013, HKD1 100%

HKSAR distribution of HKSAR
passenger
boarding bridge
and ground support
equipment
Shenzhen CIMC- Project 15 November USD N.A.(5)

Tianda Airport management and 2011, 13,500,000(4)
Support Ltd. French market France
Branch Office / development
France
Shenzhen CIMC- On behalf of 28 December USD N.A.(5)

Tianda Airport Tianda, the sale 2009, 13,500,000(4)
Support Ltd. and distribution of France
French Liaison passenger boarding
office / France(6) bridge and other
airport equipment
Notes:
(1) Includes equity interest held through nominee shareholders on behalf of the Company.
(2) As this company is dormant, the Company has the intention of winding it up.
(3) The paid-up capital of Techman is nil and is in the process of being increased to HKD 1 million. This will be effected
before the completion of the Proposed Acquisition.
(4) This reflects the registered and paid-up capital of Tianda.
(6) As at the Latest Practicable Date, the Tianda Group has the intention of winding up the liaison office and will be
commencing winding up procedures in France.
PRC Entities
Name of Entity/ Date and Registered by Pteris after the
Principal Place Principal place of and paid-up Proposed Acquisition
of Business business establishment capital Completion
Pteris Global (Beijing) Engineering works 1 April 2005, USD420,000 100%

Ltd / PRC and after sales PRC
services
Pteris Global Design and 17 September USD1,050,000 100%

(Suzhou) Ltd / PRC manufacture of 2007, PRC
airport logistics
system
Tianda/ PRC Manufacture and 18 July 1992, USD 100%

sale of airport PRC 13,500,000
equipment,
materials handling
systems and
automated parking
systems
90

Name of Entity/ Date and Registered by Pteris after the
Principal Place Principal place of and paid-up Proposed Acquisition
of Business business establishment capital Completion
Tianda Logistics/ Planning, 18 April 2013, RMB 100%

PRC consultancy, PRC 60,000,000
development,
design, production
and integration of
automatic logistics
system engineering
and relevant
equipment
CIMC-Langfang / Manufacture and 25 February RMB 100%

PRC sale of airport 2014, PRC 10,000,000
equipment,
materials handling
systems and
automated parking
systems, rental of
factories and
property
management
Xinfa/ PRC Manufacture and 3 December RMB 70%(1)

sale of ground 1997, PRC 10,000,000
support equipment
Shenzhen CIMC- Installation and 19 December N.A. (2) N.A. (2)

Tianda Airport after-sales services 2011, PRC
Support Ltd Hefei for automated
Branch/ PRC parking systems
and equipment,
operation and
management of
automated parking
systems
CIMC-Tianda Investment and 23 April 2014, –(3) 60.0%(4)

(Longyan) asset management PRC
Investment in parking lot
Development business
Co., Ltd. / PRC
Kunshan CIMC Design, development, 7 May 2014, –(5) 100.0%

Logistics integration, PRC
Automation information
Equipment consultation,
Co., Ltd. / PRC systems engineering
and equipment
planning of materials
handling systems
Notes:
(1) The remaining 30.0% of the issued share capital of Xinfa Airport Equipment Ltd is held by a third party, Beijing
Bowei Airport Support Ltd. (“Beijing Bowei”). The shareholders of Beijing Bowei are not related to any of the
directors or controlling shareholders of the Company or CIMC-HK.
(2) Not applicable as this is a branch office.
(3) The registered capital of CIMC Longyan is RMB20 million but the paid-up capital is nil.
(4) 40.0% of the issued share capital of CIMC-Tianda (Longyan) Investment Development Co., Ltd is held by a third
party, Xiamen Xuanhe Real Estate Investment Co., Ltd. (“Xiamen Xuanhe”). The shareholders of Xiamen Xuanhe
are not related to any of the directors or controlling shareholders of the Company or CIMC-HK.
(5) The registered capital of CIMC Kunshan is RMB20 million but the paid-up capital is nil.
91
18.3 Shareholding Structure

The interests of Directors (excluding Mr. Lim Joo Boon, who is resigning from the Board upon
completion of the Proposed Acquisition), the Proposed Director, Substantial Shareholders and
other Shareholders of the Company before and after the Proposed Share Consolidation and
Proposed Acquisition are set out in the table below. The actual number of shares to be allotted
and issued to the Vendors and the percentage of shareholdings held by the various parties are
subject to adjustments in accordance with the terms of the CIMC SPA and the Management Co
Share Issuance Agreement. Please refer to Sections 3 and 4 of the Circular entitled “The
Proposed CIMC Acquisition” and “The Proposed Management Co Acquisition” for further details
on each of the tranches of shares and adjustments.
Direct Interest
Before the
Proposed Share
Consolidation Direct Interest After the Proposed
and Proposed Share Consolidation and the
Acquisition(1) Proposed Acquisition(2)

Dilution Scenario Dilution Scenario Dilution Scenario
No. of No. of No. of No. of

Shares Shares Shares Shares
Shareholder (’000) % (’000) % (’000) % (’000) %
Directors
Mr. Low Kok Hua(3) 34,438 6.28 6,888 2.13 6,888 1.83 6,888 1.73
Mr. Yu Yuqun – – – – – – – –
Dr. Soon Kong 6,800 1.24 1,360 0.42 1,360 0.36 1,360 0.34
Ann(4)
Ms. Gan Siok Loon – – – – – – – –
Mr. Fong Heng Boo – – – – – – – –
Mr. Robert Chew – – – – – – – –
Mr. Zheng Zuhua – – – – – – – –
Proposed Director
Mr. Li Yinhui – – – – – – – –
Other Shareholders
Winmark 55,829 10.18 11,166 3.46 11,166 2.96 11,166 2.80
Investments Pte
Ltd (“Winmark”)(5) (8)
Mr. Tan Tien Hin 2,000 0.37 400 0.12 400 0.11 400 0.10
Winston (“Winston
Tan”)(5) (8)
Mdm. Lee Peck 235 0.04 47 0.01 47 0.01 47 0.01
Huey(3)
Mdm. Cheng Loo 23,700 4.32 4,740 1.47 4,740 1.26 4,740 1.19
Kheng(4)
Sharp Vision 82,220 14.99 165,722 51.31 203,496 53.98 218,117 54.79
Holdings
Limited(6)
Shenzhen TGM – – 63,185 19.56 79,374 21.06 85,640 21.51
Ltd(7)
Canaccord Genuity – – 846 0.26 846 0.22 1,100 0.28
Public (excluding 343,266 62.58 68,653 21.25 68,653 18.21 68,653 17.24
Winmark and
Winston Tan) (8)
Total 548,488 100.00 323,007 100.00 376,970 100.00 398,110 100.00
92
Notes:
(1) Based on the shareholdings of the Company as at the Latest Practicable Date.
(2) For the purposes of this table, it is assumed that all outstanding employee share options issued under the Scheme
remain unexercised.
(3) Mr. Low Kok Hua is deemed to have an interest in the shares held by his spouse, Mdm. Lee Peck Huey, whose
shares are held through nominees accounts.
(4) Dr. Soon Kong Ann is deemed to have an interest in the shares held by his spouse, Mdm. Cheng Loo Kheng, whose
shares are held through nominees accounts.
(5) Mr. Winston Tan Tien Hin and his spouse, Ms. Amy Lim Sioh Tin, hold 100% of the shareholding interest of Winmark
Investments Pte Ltd. Accordingly, they are deemed interested in the Shares held by Winmark Investments Pte Ltd
by virtue of Section 4 of the SFA.
(6) Sharp Vision Holdings Limited (“SVHL”) is a wholly-owned subsidiary of CIMC-HK which in turn is a wholly-owned
subsidiary of China International Marine Containers (Group) Co., Ltd (“CIMC”). Accordingly, CIMC-HK and CIMC are
deemed interested in the Shares held by SVHL by virtue of Section 4 of the SFA.
CIMC is listed on the Shenzhen Stock Exchange and Hong Kong Stock Exchange. China Merchants Group Limited
and China Ocean Shipping (Group) Company each hold approximately 25.5% and 22.8% shareholding interest in
CIMC respectively and are deemed interested in 25.5% and 22.8% of the shares held by CIMC-HK respectively.
Each of China Merchants Group Limited and China Ocean Shipping (Group) Company are wholly-owned by the
State-Owned Assets Supervision and Administration Commission of the State Council, PRC.
(7) The Tianda Employees Trade Union holds 36.9% shareholding interest in the Management Co and is deemed
interested in the Shares held by the Management Co. Mr. Zheng Zuhua holds a 7.2% equity interest in the
Management Co. The remaining equity interest in the Management Co is held by employees of the Tianda Group,
who each hold less than 5.0%.
(8) Upon the Proposed Acquisition Completion, Winmark and Winston Tan will no longer be considered Substantial
Shareholders of the Company. As such, the Shares held by them will be part of the public float and the total public
float will amount to 24.8%, 21.3% and 20.1% under the Minimum Dilution Scenario, Base Case Dilution Scenario
and Maximum Dilution Scenario respectively.
(9) Any discrepancies in the table above between the total sum of amounts listed and totals shown are due to rounding.
18.4 Management Structure
Board of Directors
Group Chief Executive Officer
Zheng Zuhua
Chief Executive General Manager General General Group Chief General Manager
Officer of the of Tianda Manager of Xinfa Manager of Financial Officer of Tianda
Company (Operations) Tianda Logistics (Special Projects)
Zheng Zuhua Chang Shaomin Luan Youjun Yan Fucheng Vince Toh Zhu Wenyuan
Chief Financial
Officer of the
Tianda Group
Zhu Wenyuan
93
18.5 Directors, Proposed Director, Executive Officer, Proposed Executive Officers and Staff
18.5.1 Board of Directors
Details on the members of the Enlarged Board of the Company after the Proposed Acquisition
Completion are as follows:-
Name Age Address Position
Mr. Li Yinhui 46 Room 1602, Unit 3, Building 4, Non-Executive Chairman

Beijingzunfu, No. 9 Naoshikoudajie,
Xicheng District, Beijing, PRC
Mr. Zheng Zuhua 51 69, Jurong West Central 3, #15-11 Executive Director and Group Chief
Singapore 648334 Executive Officer
Mr. Low Kok Hua 73 52 Bendemeer Road, Non-Executive Director

Singapore 339934
Mr. Yu Yuqun 48 16A, Unit 4, Building 2, Non-Executive Director

Hongshuxian Huayuan, Shahe,
Nanshan District, Shenzhen, PRC
Mr. Fong Heng Boo 64 156 Lorong Kismis, Lead Independent Director
Singapore 598079
Dr. Soon Kong Ann 57 28 Jalan Rimau, Singapore 418724 Independent Director
Ms. Gan Siok Loon 60 333 Thomson Road #03-09 Independent Director
Peak Court, Singapore 307675
Mr. Robert Chew 56 1B Palm Avenue, Singapore 456522 Independent Director
Save for Mr. Li Yinhui who is a Proposed Director of the Company, all the other Directors are
existing Directors of the Company. Mr. Lim Joo Boon, an existing Director and the Chairman of the
Company, shall resign from the Board upon completion of the Proposed Acquisition and shall not
form part of the Enlarged Board. The Enlarged Board has, upon the recommendation of the
Nomination and Remuneration Committee, proposed that Mr. Li Yinhui shall replace Mr. Lim Joo
Boon as the non-executive Chairman of the Enlarged Board upon his resignation.
The past working experiences and areas of responsibilities of the Directors and the Proposed
Director of the Company are set out below.
Mr. Li Yinhui will be a Non-Executive Director of the Post-Completion Board. Mr. Li is also the
Chairman and Vice-President of Tianda and the Vice President of CIMC, where he is responsible
for overseeing the operations of these companies. Mr. Li started his career as an officer of the
School Department of Communist Youth League Central in 1991 where he was responsible for
guidance work pertaining to school grassroots. Subsequently, from 1993 to 2004, he accumulated
over 11 years of public sector working experience through working in the State Economic and
Trade Commission and the Ministry of Commerce. Mr. Li Yinhui then joined the CIMC Group in
2004. Mr. Li obtained his Bachelor of Arts (History) from Jilin University in 1991, Master of
Business Administration from Nanjing University in 1997 and Doctorate in World Economics from
Jilin University in 2001. The Enlarged Board has, upon the recommendation of the Nomination
and Remuneration Committee, proposed that Mr. Li Yinhui shall replace Mr. Lim Joo Boon as the
Non-Executive Chairman of the Enlarged Board upon his resignation.
94
Mr. Zheng Zuhua was appointed as an Executive Director and Chief Executive Officer of the
Company on 12 November 2013 and was re-elected on 25 April 2014. Prior to joining the
Company, Mr. Zheng had over two decades of experience in the aviation industry. From 1987 to
1988, he was an engineer with Wuchang Ministry of Railways, where he was responsible for
supervising the design and manufacture of trains. Thereafter, Mr. Zheng was an engineer in the
transportation department of CIMC until 1992. Subsequently, Mr. Zheng joined the Tianda Group
in 1993 as a Manager, rising to the position of General Manager and Executive Director of Tianda
in 2000, a position which he held until 2013. He was instrumental in Tianda’s rise to one of the
world’s top airport support companies. Mr. Zheng graduated from Huazhong University of Science
and Technology in 1983 with a Bachelor of Engineering; obtained his Master of Mechanical
Engineering from Southwest Jiaotong University in 1987; and obtained a Master of Business
Administration from Peking University, Guanghua School of Management in 2002. The Enlarged
Board has, upon the recommendation of the Nomination and Remuneration Committee, proposed
that Mr. Zheng Zuhua shall be re-designated as the Group Chief Executive Officer of the Enlarged
Group upon the Proposed Acquisition Completion.
Mr. Fong Heng Boo joined the Board as an Independent Director in March 2012 and was last
elected to the Board on 25 April 2014. He is the Chairman of the Audit & Risk Committee. Mr.
Fong is a Director (Special Duties) at the Singapore Totalisator Board. Prior to this, he has held
senior positions in the Singapore Auditor-General’s Officer, and in listed companies in Singapore
and Australia. Mr. Fong has over 36 years of working experience in auditing, finance, business
development and corporate governance. Mr. Fong is also currently an Independent Director of
three (3) other listed companies in Singapore. Mr Fong’s other professional experiences includes
membership of Audit Committees of Statutory Boards and Advisory Committees of School of
Accountancy at Ngee Ann Polytechnic in Singapore. Mr. Fong graduated from the former
University of Singapore with an Honours Degree in Accountancy. He is also a Fellow of the
Institute of Singapore Chartered Accountants (ISCA). The Enlarged Board has, upon the
recommendation of the Nomination and Remuneration Committee, proposed that Mr. Fong Heng
Boo shall be re-designated as the Lead Independent Director of the Enlarged Board and shall be
appointed as a member of the Nomination and Remuneration Committee upon the Proposed
Acquisition Completion.
Mr. Low Kok Hua is one of the founding shareholders of the Company. He was last re-elected to
the Board on 24 April 2013. He is a Non-Executive Director and a member of the Nomination and
Remuneration Committee. He chaired the Board of the then Inter-Roller Engineering Ltd until
1991. A well respected entrepreneur in Singapore’s business circle, Mr. Low has more than 40
years of experience in the engineering and hardware industry. He is the Managing Director of
Chuan Seng Heng Hardware Co. Pte Ltd. He sits on the Board of several private companies such
as Inter-Roller Investments Pte Ltd and Wine Network Pte Ltd. Mr. Low is also the Permanent
Honorary President of the Singapore Metal and Machinery Association and Vice President of the
Singapore Hokkien Huay Kuan.
Mr. Yu Yuqun joined the Board as a Non-Executive Director in September 2012 and was last re-
elected to the Board on 24 April 2013. Mr. Yu is currently the Secretary of the Board for CIMC. He
is responsible for investor relations and financing management. He also serves as the Executive
Director of CIMC Enric Holdings Limited and as a Non-Executive Director of TSC Group Holdings
Limited, both of which are listed on the Hong Kong Stock Exchange. Mr. Yu joined CIMC in 1992
and served as its Deputy Manager and Manager of Financial Affairs Department. He was
responsible for the securities affairs and fund raising management at CIMC. Mr. Yu obtained his
Bachelor of Economics and Master of Economics from the Peking University in 1987 and 1992
respectively.
95
Dr. Soon Kong Ann joined the Board as an Independent Director in 2008 and was last re-elected
to the Board as a Non-Executive Director on 25 April 2014. He also serves as a member of the
Audit & Risk Committee since January 2009. Dr. Soon is a Director of Leong Huat Hardware
Group of Companies since 1987. The holding, subsidiaries and associate companies within the
group are Leong Huat Hardware (Pte) Ltd, Leong Huat (Investment) Pte Ltd, Leong Huat Equities
Pte Ltd, Prefab Structures Pte Ltd, LHH Properties (M) Sdn Bhd, LHH Land (M) Sdn Bhd and
Piasim Corporation Pte Ltd. The range of businesses include stocking and distributing structural
steel products in Singapore and the regional markets, property development and maintenance in
Singapore and Malaysia, investment in stocks and other financial instruments in Asian Markets,
as well as involving laser technology, development of mobile applications and embedded wireless
modules for the IT industry. Dr. Soon is currently the Vice-Chairman, Community Relations
Committee of the Singapore Chinese Chamber of Commerce and Industry. He is also the
Permanent Honorary President of the Singapore Metal and Machinery Association, Vice
Chairman of Board of Directors and Board of Governors in Hwa Chong Institution, Vice Chairman
of Mee Toh School Management Committee and Mee Toh School Ltd, and Chairman of the
Building Committee of Kong Meng San Phor Kark See Monastery. Dr. Soon graduated from
McGill University in Canada with a Bachelor Degree in Civil Engineering in 1980. He went on to
obtain a Master Degree in Civil Engineering and a Doctorate Degree in the field of Structural
Engineering from Massachusetts Institute of Technology (MIT), Boston USA, in 1982 and 1987
respectively. The Enlarged Board has, upon the recommendation of the Nomination and
Remuneration Committee, proposed that Dr. Soon Kong Ann shall be re-designated as an
Independent Director of the Enlarged Board after the Proposed Acquisition Completion.
Ms. Gan Siok Loon joined the Board in August 2010 and was last re-elected to the Board on
24 April 2013. She is a member of the Audit & Risk Committee and the Chairperson of the
Nomination and Remuneration Committee. Ms. Gan had a career in banking, with DBS Bank
between 1976 and 2004 and with Merrill Lynch International Bank (Merchant Bank) from 2004 to
2008. At DBS Bank, she held senior roles and her last appointment was Managing Director,
POSB. Between June 2004 and January 2008, she was a Managing Director at Merrill Lynch
International Bank (Merchant Bank) in the Business Management (Asia Pacific Region) unit
before retiring. Ms. Gan obtained her Bachelor of Arts (Economics & Statistics) from the
University of Singapore in 1976.
Mr. Robert Chew joined the Board as an Independent Director in March 2012 and was last
elected to the Board on 25 April 2014. He is a member of the Audit & Risk Committee and the
Nomination & Remuneration Committee. He is also the Chairman of the Information and
Technology Committee. Mr. Chew is a former partner of Accenture where he focused on strategy
work for clients in the infocomm industry. He is a member of the Information Technology
Standards Committee and Singapore Standards Council. Mr. Chew is currently a Director of
several private companies including Alexandra Health System Pte. Ltd. and Integrated Health
Information Systems Pte Ltd and Non-Profit organisations (Dover Park Hospice, Kwong Wai Shiu
Hospital, TOUCH Community Services International, and the National Council of Social Service).
Mr. Chew holds a Master of Science in Computer Science from the University of Auckland and
Honours Degree in Accountancy from National University of Singapore.
There is no shareholding qualification for Directors under the New Articles of the Company.
No sum or benefit has been paid or is agreed to be paid to the Proposed Director or expert, or to
any firm in which such Proposed Director or expert is a partner or any corporation in which such
Proposed Director or expert holds shares or debentures, in cash or shares or otherwise, by any
person to induce him to become, or to qualify him as a Director of the Enlarged Board, or
otherwise for services rendered by him or by such firm or corporation in connection with the
promotion or formation of the Target Group Companies.
Save for Mr. Li Yinhui, who is proposed to be appointed to the Company as a nominee of CIMC-
HK, and Mr. Yu Yuqun, who has been appointed to the Company as a nominee of CIMC-HK, there
is no arrangement or undertaking with any Substantial Shareholder, customer, supplier or others,
pursuant to which any of the Directors of the Enlarged Board is appointed to the Company.
96
Mr. Li Yinhui possesses the relevant experience and expertise to act as a director of the
Company, as evidenced by his business and working experience set out above. He has also
attended the relevant courses to familiarise himself with his role and responsibilities as a director
of the Enlarged Group.
Mr. Zheng Zuhua, who was appointed to the Existing Board on 12 November 2013 as an
Executive Director and Chief Executive Officer of the Company, has attended the relevant courses
to familiarise himself with his role and responsibilities as a Director of the Pteris Group.
Save for the above, the other Directors are currently directors of companies listed on the SGX-ST.
None of the Independent Directors of the Enlarged Board have more than 5 board
representations in companies listed on the SGX-ST.
The list of present and past directorships of the Directors and the Proposed Director over the last
five years, excluding that to be held in the Company pursuant to the Proposed Acquisition
Completion, is set out in Section 23.3 entitled “Past and Present Directorships” of this Circular.
18.5.2 The Executive Officers

The particulars of the executive officers of the Enlarged Group (not being Directors of the
Company) after the Proposed Acquisition Completion are set out below:-
Name Age Address Position
Mr. Vince Toh Yang 44 c/o 28 Quality Road Group Chief Financial Officer
Kang Singapore 618828
Mr. Chang Shaomin 50 c/o No.4 Gongye Fourth Road, General Manager (Operations) of
Shekou, Nanshan District, Tianda
Shenzhen, Guangdong, PRC
Mr. Luan Youjun 49 c/o No.4 Gongye Fourth Road, General Manager of Xinfa
Mr. Yan Fucheng 32 c/o No.4 Gongye Fourth Road, General Manager of Tianda Logistics
Mr. Zhu Wenyuan 56 c/o No.4 Gongye Fourth Road, Chief Financial Officer of the Tianda
Shekou, Nanshan District, Group/ General Manager (Special
Shenzhen, Guangdong, PRC Projects) of Tianda
As disclosed in Section B9.2 of the “Letter to Shareholders from the Directors of Tianda”, as at
the Latest Practicable Date, Mr. Zhu Wenyuan, the Chief Financial Officer of the Tianda Group, is
currently under secondment from CIMC to the Tianda Group, as the cash management and
treasury functions for all companies within the CIMC Group, including the Tianda Group, are
centralised and carried out by CIMC. This secondment arrangement will be terminated upon
completion of the Proposed Acquisition and Mr. Zhu Wenyuan will be employed by the Tianda
Group thereafter. The General Manager of Xinfa, Mr. Luan Youjun is currently under secondment
from the Tianda Group to Albert Ziegler GmbH, However, this secondment arrangement will be
terminated upon the completion of the Proposed Acquisition and he will resume his duties in the
Tianda Group.
97
The working, business experience and areas of responsibility of the executive officers of the
Enlarged Group after the Proposed Acquisition Completion are set out below:
Mr. Vince Toh Yang Kang has been appointed as Chief Financial Officer of the Company with
effect from April 2012. He is responsible for the Pteris Group’s financial and management
accounting, treasury, taxation and other corporate compliance matters. Mr. Vince Toh Yang Kang
is also a Director of Pteris Pte Ltd, a wholly-owned subsidiary of the Company. Mr. Vince Toh Yang
Kang has more than 18 years of experience in finance and accounting, taxation, treasury and
corporate finance gained from various industries. He started his career as an auditor and has
worked in various multinational corporations and public listed companies in Singapore. Prior to
joining the Company, Mr. Vince Toh Yang Kang was Financial Controller for Food Empire Holdings
Limited, a SGX Mainboard-listed company. He holds a Bachelor of Economics (Accountancy)
from Monash University, Australia and is a Certified Public Accountant (CPA) with Australian
Society of CPAs. Mr. Vince Toh Yang Kang will be appointed as Group Chief Financial Officer of
the Enlarged Group upon the Proposed Acquisition Completion.
Mr. Chang Shaomin will be the General Manager (Operations) of Tianda. Mr. Chang Shaomin was
an engineer in various companies including Red Flag Ship Parts Factory and Baolong Automatic
Machinery (Shenzhen) Limited, from 1985 to 1995. Subsequently, from 1995 to the present, he
accumulated over 18 years of managerial experience working in several companies including
Tianda and CIMC-Shac (Xi’An) Special Vehicles Co., Ltd. He is currently the General Manager
cum General Manager of Operations of Tianda, where he is responsible for its general
management and performance indicators. Mr. Chang Shaomin obtained his Bachelor of
Engineering (Mechanical Manufacturing and Automation) from the Inner Mongolia University of
Technology in 1985. He also obtained his Engineering Certification from the State Bureau of
Building Materials Industry on 3 November 1992.
Mr. Luan Youjun is the General Manager of Xinfa. Mr. Luan Youjun started his career in Tianda in
1995 and has been contributing to Tianda in various roles and responsibilities till the present. He
is currently the Deputy General Manager in Tianda, and the General Manager for marketing and
sales in Tianda, where he manages its marketing, sales and after-sales service. Furthermore, he
is currently the General Manager of Xinfa Airport Equipment Ltd and Deputy President of Albert
Ziegler GmbH. Mr. Luan Youjun obtained his Bachelor of Engineering and Master of Engineering
from Dalian University of Technology in 1986 and 1989 respectively. He then obtained his
Executive Master of Business Administration from Tsinghua University in 2006.
Mr. Yan Fucheng is the General Manager of Tianda Logistics. He has accumulated over 10 years
of experience in managerial roles since starting out his career in 2003 till the present, through
working in various companies such as CIMC Vehicles Group Co., Ltd and Tianda. He is currently
the Deputy General Manager of Tianda and General Manager of Tianda Logistics. Mr. Yan
Fucheng obtained his Bachelor of Engineering from Tsinghua University in 2003. He then
obtained his Master of Business Administration from Shanghai Jiaotong University in 2010 and
from Indiana University in 2011.
Mr. Zhu Wenyuan will be the Chief Financial Officer of the Tianda Group and the General
Manager (Special Projects) of Tianda upon the Proposed Acquisition Completion. He has close to
30 years of finance experience since starting out his career in 1984 till the present. He was the
Finance Director of the Ministry of Railways from 1984 to 1988. From 1988 to the present, he took
on various roles such as Head of Finance, Deputy Manager (Finance) and Manager (Finance) in
Tianda. Mr. Zhu Wenyuan is currently the Deputy General Manager and Finance Manager of
Tianda, and is responsible for the management of its financial affairs. Mr. Zhu Wenyuan obtained
his Bachelor of Accountancy from Jinan University in 1995 and Executive Master of Business
Administration from Tsinghua University in 2005.
Save for Mr. Zhu Wenyuan who is seconded from CIMC, none of the executive officers above
have any arrangement or understanding with any of the Enlarged Group’s Substantial
Shareholders, customers, suppliers or any other person pursuant to which they were appointed as
an executive officer of the Enlarged Group.
98
18.5.3 Remuneration
The compensation (including bonuses and benefits in kind) paid or payable by the Pteris Group or
the Tianda Group (as the case may be) to each of the Directors and the executive officers of the
Enlarged Group (as applicable) after the Proposed Acquisition Completion for services rendered
in their current respective capacities for FY2012, FY2013 and estimated for FY2014, in bands(1) of
S$250,000 per annum, are set out as follows:-
FY2012 FY2013 FY2014(4)

(estimated)
Directors
Mr. Lim Joo Boon(2) (3) Band A Band A Band A
Mr. Low Kok Hua (2)
Band A Band A Band A
Mr. Yu Yuqun(2) – – –
Dr. Soon Kong Ann(2) Band A Band A Band A
Ms. Gan Siok Loon (2)
Mr. Fong Heng Boo (2)
Mr. Robert Chew (2)
Mr. Zheng Zuhua Band B Band B Band B
Proposed Director
Mr. Li Yinhui – – –
Executive Officer
Mr. Vince Toh Yang Kang Band A Band B Band B
Proposed Executive Officers
Mr. Chang Shaomin Band A Band A Band A
Mr. Luan Youjun Band A Band A Band A (5)
Mr. Yan Fucheng Band A Band A Band A
Mr. Zhu Wenyuan Band A Band A Band A (6)
Notes:
(1) Remuneration bands:-
“Band A” refers to remuneration of up to S$250,000.
“Band B” refers to remuneration from S$250,001 to S$500,000.
(2) Refer to director’s fees.
(3) Mr Lim Joo Boon, an existing Director and the Chairman of the Company, shall resign from the Board upon
completion of the Proposed Acquisition and shall not form part of the Enlarged Board.
(4) Does not include any bonus or profit-sharing plan or any other profit-linked agreement or arrangement.
(5) Mr. Luan Youjun is currently under secondment from Tianda to Albert Ziegler GmbH and his compensation is paid
by Tianda. This secondment arrangement will be terminated upon the completion of the Proposed Acquisition and
Mr. Luan will resume his duties in the Tianda Group.
(6) Mr. Zhu Wenyuan is currently under secondment from CIMC to the Tianda Group, as the cash management and
treasury functions for all companies within the CIMC Group, including Tianda, are centralised and carried out by
CIMC. As such, Mr. Zhu’s compensation is paid by CIMC and CIMC is subsequently reimbursed by Tianda. This
secondment arrangement will be terminated upon the completion of the Proposed Acquisition and Mr. Zhu will be
employed by the Tianda Group.
Apart from payments which are required to be made by the Enlarged Group under the applicable
laws and regulations for its employees, no amounts are intended to be set aside or accrued by
the Enlarged Group to provide for pension, retirement or similar benefits for the Directors, the
Proposed Director, the Executive Officer and Proposed Executive Officers.
99
As at the Latest Practicable Date, there were outstanding employee share options granted to 11
option holders under the Scheme. Please refer to Section 18.5.5 entitled “Options under the
Scheme” of the Circular for further details on the outstanding employee share options.
Save as disclosed above, none of the employees of the Enlarged Group have been granted any
options to subscribe for shares in any company in the Enlarged Group.
18.5.4 Service Agreements

It is envisaged that following the Proposed Acquisition Completion, Mr. Li Yinhui will be appointed
as a Non-Executive Director of the Company and the Non-Executive Chairman of the Company.
Mr. Li Yinhui is also the non-executive chairman and the legal representative of Tianda. As at the
Latest Practicable Date, the Company does not intend to enter into any service contract with Mr.
Li Yinhui in connection with the Proposed Acquisition.
With reference to paragraph 2.4.7 of the CIMC SPA Announcement, the Board wishes to clarify
that Mr. Zheng Zuhua has been appointed as executive director and Chief Executive Officer on 12
November 2013. The Board wishes to highlight that this appointment was not made pursuant to
any legal obligations under the CIMC SPA. Amongst the various considerations taken by the
Board in appointing Mr. Zheng Zuhua, some of the key considerations include, (a) the Group’s
expansion plans for the PRC and other regional markets; and (b) Mr. Zheng Zuhua’s qualifications
and experience in the aviation industry, in particular in the PRC (further details as set out in the
Company’s news release of 12 November 2013).
There is no service contract entered or to be entered into by the Directors and/or the Proposed
Director of the Enlarged Board with the Enlarged Group which provide for benefits upon
termination of employment.
18.5.5 Options under the Scheme

As at the Latest Practicable Date, there are no outstanding share options granted under the
Scheme to any of the Directors and the Chief Executive Officer of the Enlarged Group.
As at the Latest Practicable Date, details of the options granted under the Scheme on the
unissued ordinary shares of the Company are as follows:
Inter-Roller Share Option Scheme 2001
Number of shares
that may be issued Number
in respect of of option
options outstanding holders as at
Date of grant as at the Latest Exercise price the Latest Exercise period
of options Practicable Date per share Practicable Date
16.02.2006 138,082 $0.639 2 16.02.2007 – 15.02.2016
23.02.2007 396,987 $0.773 8 23.02.2008 – 22.02.2017
19.09.2008 467,602 $0.156 11 19.09.2009 – 18.09.2018
Total 1,002,671
Notes:
(1) For the avoidance of doubt, all the options as set out in the table above are granted to employees of the Enlarged
Group (who are not Directors or the Chief Executive Officer of the Enlarged Group).
(2) Each option holder has pursuant to the scheme paid an aggregate consideration of $1.00 in respect of his
entitlement under the Scheme.
For more details on the Scheme, Shareholders should refer to the Inter-Roller Share Option
Scheme 2001 which has previously been approved by the Shareholders.
100
18.5.6 Employees of the Enlarged Group

The Pteris Group
As at the Latest Practicable Date, the Pteris Group has 190 full-time local employees and 352
overseas staff. The Pteris Group does not employ a significant number of temporary, contract or
part-time staff. The Pteris Group’s employees are not unionized. There has not been any
incidence of work stoppages or labour disputes that affected the Pteris Group’s business.
Accordingly, the Pteris Group considers its relationship with its respective employees to be good.
The following table sets out a functional breakdown of the Pteris Group’s employees as at 31
December 2011, 31 December 2012, 31 December 2013 and the Latest Practicable Date:
As at 31 As at 31 As at 31 As at Latest
December December December Practicable
Function 2011 2012 2013 Date
Human Resource and Corporate Services 24 20 26 20
Finance 30 26 22 23
Research and Development 18 19 13 13
Information Technology 5 3 5 5
System proposal and Costing 12 9 8 1
Logistics and Procurement 19 14 10 11
Sales and marketing 25 36 28 41
System Engineering Design 46 37 34 27
Projects/Operations 690 555 460 399
Management 2 3 3 2
Total 871 722 609 542
The following table sets out a geographical breakdown of the Pteris Group’s employees as at 31
December 2011, 31 December 2012, 31 December 2013 and the Latest Practicable Date:
As at 31 As at 31 As at 31 As at Latest
December December December Practicable
Country 2011 2012 2013 Date
Singapore 304 245 214 190
PRC 156 173 149 112
United Arab Emirates 134 85 35 31
Malaysia 255 193 177 166
Taiwan – 1 4 4
USA 4 4 6 13
India 18 21 24 26
Total 871 722 609 542
101
The reduction in the number of employees in the Pteris Group over the course of FY2011,
FY2012, FY2013 and up to the Latest Practicable Date was pursuant to the completion of certain
projects as well as cost-cutting measures and other measures taken to improve the operational
effectiveness and efficiency of the existing staff in the Pteris Group.
The Tianda Group

the Latest Practicable Date, the Tianda Group has 1,120 full-time employees. The Tianda Group
does not employ a significant number of temporary, contract or part-time staff. The employees of
the Tianda Group are unionised. As disclosed in Section B6.16 of the “Letter to Shareholders from
the Directors of Tianda”, to the best of the Tianda Directors’ knowledge, the relationship between
the management and the labour union has been good and there have been no employee disputes
that have materially affected the Tianda Group’s business and operations.
As disclosed in Section B6.16 of the “Letter to Shareholders from the Directors of Tianda”, the
following table sets out a breakdown of the aggregate number of full-time employees by function:
As at 31 As at 31 As at 31
December December December
Function 2011 2012 2013
Operations and Manufacturing 524 594 583
Finance 12 15 21
Research and Development 128 155 142
Sales and Marketing 42 47 66
Quality Assurance 27 27 31
Strategic Development 7 13 10
Services 73 81 100
Others (including human resource, IT and administration) 16 32 41
Total 829 964 994
31 December 2011, 31 December 2012 and 31 December 2013, all the Tianda Group’s
employees are based in the PRC, except for one employee who is based in the Tianda Group’s
branch office in Paris. From time to time, the Tianda Group’s employees may be deployed
overseas depending on the requirements of our projects.
18.5.7 Related Employees

There are no family relationships (by blood or marriage) between the employees of the Enlarged
Group such as a scientist, researcher or designer, upon whose work the Enlarged Group is
dependent and the directors, key executives and substantial shareholders of the Enlarged Group.
102
18.6 Prospects, Trend Information, Strategy and Future Plans

18.6.1 Prospects
(a) Growth in the civil aviation and airport facility equipment market
One of the Enlarged Group’s key operating segments, airport equipment, is highly
dependent on the growth and development of the global civil aviation industry. Passenger
boarding bridges provide passengers with all-weather dry access between the airport
terminal and the commercial aircraft and enhance the security of terminal operations by
directing passenger flow through a controlled security area. Ground support equipment
comprise various types of special vehicles, including aircraft de-icing vehicles which remove
any ice formed on the surface of the aircraft’s body and aircraft cargo loaders which are
used to transport cargo to the cabin of the airplane. In addition to the products offered
under the airport equipment segment, the Enlarged Group also provides baggage handling
systems for airports, which provide passengers with automated baggage handling and
sorting to facilitate the transportation of baggage to and from the airport terminals and the
airplanes.
The demand for passenger boarding bridges, ground support equipment and baggage
handling systems, which represent the Enlarged Group’s key products, are driven by the
growth of the aviation industry, which is in turn strongly influenced by global and domestic
economic growth rates. With the gradual recovery and growth of the global economy,
especially in developing countries such as the PRC, it is expected that gross air cargo and
passenger volumes will increase. With the increase in passenger volumes, the Enlarged
Board believes that airports in the PRC and internationally will show continued demand for
airport facility equipment.
The global airlines industry has shown steady growth over the last few years with the
exception of 2009. The global airlines industry had total revenue of USD679 billion in 2012,
and is expected to grow at a compounded annual growth rate (“CAGR”) of 6.4% between
2013 and 20171. Airline business confidence remains strong and in line with levels seen
since April 2013 according to IATA’s survey with chief financial officers of airlines and heads
of cargo in April 2014, with a majority (76%) of respondents expecting passenger travel to
expand over the year ahead.2
According to the Civil Aviation Industry Development Plan, the number of airports in the
PRC is expected to increase from 175 in 2010 to more than 230 by 2015.3 Concurrently,
with airports undergoing large-scale upgrading and expansion, the Enlarged Board believes
that there will be increased demand for new passenger boarding bridges and other airport
facility equipment. In addition, the Enlarged Board believes that there will be continued
demand for passenger boarding bridges owing to the fact that the first batch of passenger
boarding bridges requires upgrading and refurbishment in the next five years. With the
construction of new airports and expansion of existing ones, the Enlarged Board believes
that the demand for airport facility equipment is expected to increase.
1 The information has been extracted from the report published by International Airport Transport Association (“IATA”) titled
“FACT SHEET: Industry Statistics March 2014” which is available from the website of IATA at
http://www.iata.org/pressroom/facts_figures/fact_sheets/Documents/industry-facts.pdf. IATA has not consented to the inclusion
of the information for the purposes of Section 249 of the SFA, and is not liable under Sections 253 and 254 of the SFA. While
the Directors have taken reasonable action to ensure that the information is extracted accurately and fairly and has been
included in this Letter in its proper form and context, they have not independently verified the accuracy of the relevant
information.
2 The information has been extracted from the report published by IATA titled “Airline Business Confidence Index April 2014
Survey” which is available from the website of IATA at http://www.iata.org/whatwedo/Documents/economics/bcs-april-14.pdf.
3 The information has been extracted from the report dated 9 May 2011 published by the Civil Aviation Administration of
China (“CAAC”) titled “全国民用航空发展第十二个五年规划” which is available from the website of CAAC at
http://www.caac.gov.cn/I1/I2/201105/t20110509_39615.html. CAAC has not consented to the inclusion of the information for
the purposes of Section 249 of the SFA, and is not liable under Sections 253 and 254 of the SFA. While the Directors have
taken reasonable action to ensure that the information is extracted accurately and fairly and has been included in this Letter
in its proper form and context, they have not independently verified the accuracy of the relevant information.
103
(b) Growth in the materials handling systems market

The materials handling systems market involves the development of products that enable
the storage, transportation, and sorting of various items. As such, the performance of the
materials handling systems industry is closely tied with the growth of the global and
regional economy.
The International Monetary Fund forecasts that real GDP growth in the PRC from 2013 to
2018 would be in excess of 7% per annum and total investment as percentage of GDP is
expected to level off from 47.9% in 2013 to 46.3% in 2018.4 The strong GDP growth,
coupled with high investment rates, would mean that funds should continue to be
channeled towards fixed investments.
In the PRC, the logistics market demand is reliant on, amongst others, economic progress,
the development of the logistics industry, the level of investment in the industry and the
development of manufacturing and commerce.
Together with the need to modernise existing machinery and logistics systems, the
Enlarged Board believes that the PRC would need to invest extensively in materials
handling systems. As labour costs gradually increase in the years ahead, the need to
increase worker productivity would also mean that more capital investments are needed.
(c) Growth in the automated parking systems market

Transportation demand in the PRC is growing rapidly due to economic growth. From 1978
to 2009, the intercity passenger traffic volume per capita in China increased from 190
person-kilometres (pkm) per annum to 1860 pkm per annum, at an average annual growth
rate of 7.5%5. The total number of registered vehicles in China has grown by more than
400% in a decade, increasing from 38.5 million in 2002 to 211.1 million in 2012.6
Given the rapidly growing vehicle population, coupled with increased urbanisation and
space constraints in cities, the supply of parking spaces within the city is unlikely to be able
to meet demand, especially during peak period. As such, the Enlarged Board believes that
there will be demand for technologies that can alleviate this problem. The Enlarged Board
believes that automated parking systems is one of the possible solutions as it would be
able to house a high density of vehicles in a limited amount of space. A fully automated
system would also reduce the time wasted on looking and waiting for available parking
slots. Moreover, these systems can be easily deployed and are relatively cost effective
compared to building a car park.
4 The information has been extracted from the World Economic Outlook Database maintained by the IMF as of 8 April 2014
which is available at the website of IMF at http://www.imf.org/external/ns/cs.aspx?id=28. IMF has not consented to the
inclusion of the information for the purposes of Section 249 of the SFA, and is not liable under Sections 253 and 254 of the
SFA. While the Directors have taken reasonable action to ensure that the information is extracted accurately and fairly and
has been included in this Letter in its proper form and context, they have not independently verified the accuracy of the
relevant information.
5 The information has been extracted from a report published on 4 October 2012 titled “The future demand of transportation in
China: 2030 scenario based on a hybrid model” which is available from the website of ScienceDirect® (“ScienceDirect”) at
http://www.sciencedirect.com/science/article/pii/S1877042812042231. ScienceDirect has not consented to the inclusion of the
information for the purposes of Section 249 of the SFA, and is not liable under Sections 253 and 254 of the SFA. While the
Directors have taken reasonable action to ensure that the information is extracted accurately and fairly and has been included
in this Letter in its proper form and context, they have not independently verified the accuracy of the relevant information.
6 The information has been extracted from statistics published by the China Statistical Yearbook 2013 which is available from
the website of the National Bureau of Statistics of China at http://www.stats.gov.cn/tjsj/ndsj/2013/indexeh.htm. The National
Bureau of Statistics of China has not consented to the inclusion of the information for the purposes of Section 249 of the
SFA, and is not liable under Sections 253 and 254 of the SFA. While the Directors have taken reasonable action to ensure
that the information is extracted accurately and fairly and has been included in this Letter in its proper form and context, they
have not independently verified the accuracy of the relevant information.
104
18.6.2 Trend Information

Barring unforeseen circumstances, the Directors and Proposed Director have observed the
following trends on the revenue and operations of the Enlarged Group for FY2014 as at the Latest
Practicable Date:
(a) As at the Latest Practicable Date, the Pteris Group has an order book amounting to
approximately S$78.5 million, of which approximately S$57.6 million is expected to be
fulfilled in FY2014 and the remaining S$20.9 million is expected to be fulfilled in FY2015
and onwards;
(b) As at the Latest Practicable Date, CIMC-HK has disclosed that the Tianda Group has an
order book amounting to approximately RMB1.49 billion (equivalent to approximately
S$299.7 million, of which approximately RMB977 million (equivalent to approximately
S$196.1 million) is expected to be fulfilled in FY2014 and the remaining RMB516 million
(equivalent to approximately S$103.6 million) is expected to be fulfilled in FY2015 and
onwards;
(c) The order book includes orders from a variety of customers spread across various
geographical regions and does not reflect any particular concentration of risk. The Enlarged
Group expects to continue securing orders while the existing orders are being fulfilled. Such
order books may be subject to cancellation, deferral or rescheduling by customers.
Accordingly, the Enlarged Group’s order books at any particular date may not be indicative
of its revenue for the succeeding period;
(d) In line with general seasonality fluctuations, the Tianda Group was not in a net profit
position for the first five months of FY2014. Further details of the seasonality trend are set
out in Section B6.18 entitled “Seasonality” of the “Letter to Shareholders from the Directors
of Tianda”. Notwithstanding this and barring any unforeseen circumstances, the Directors
and Proposed Director believe that the global market for airport facility equipment will
continue to grow in FY2014 and are optimistic about seeing growth in sales across the
Enlarged Group’s business segments and growth in profitability of the Tianda Group in
FY2014; and
(e) The Enlarged Group’s costs and operating expenditures are expected to increase in line
with growth in sales. Capital expenditure and depreciation is expected to increase in
FY2014 as a result of the addition of a new office and production facility for the Tianda
Group. In addition, the Enlarged Group expects to incur higher professional fees in
connection with the Crisplant Arbitration and the Proposed Transactions in FY2014.
The business environment is expected to continue to remain challenging for the Pteris Group. As
a result of the above, the Enlarged Group may not be in a profit making position in FY2014.
Save as disclosed above, in Section 22 entitled “Risk Factors”, Section 20 entitled “Management’s
Discussion and Analysis of Results of Operations and Financial Condition of the Enlarged Group”,
Section 18.6 entitled “Prospects, Trend Information, Strategy and Future Plans” of this Circular,
Section B6.18 entitled “Seasonality”, Section B8 entitled “Management Discussion and Analysis of
Results of Operations and Financial Condition of the Tianda Group” and Section B10 entitled
“Risk Factors Relating to the Tianda Group” of the Letter, and barring any unforeseen
circumstances, the Directors and the Proposed Director believe that there are no other recent
known trends in production, sales and inventory, and in the costs and prices of the Enlarged
Group’s products and services, or any other known trends, uncertainties, demands, commitments
or events that are reasonably likely to have a material effect on the Enlarged Group’s revenue,
profitability, liquidity or capital resources, or that would cause the financial information disclosed in
this Circular to be not necessarily indicative of the Enlarged Group’s future operating results or
financial condition. Please also refer to the Section entitled “Cautionary Note Regarding Forward
Looking Statements” of the Circular.
105
18.6.3 Strategy and Future Plans

The Enlarged Group aims to strengthen its market position as a leading manufacturer and
supplier of airport facility equipment (passenger boarding bridges and ground support equipment),
and to continue expanding its materials handling systems and automated parking systems by
pursuing the following strategies:
(a) Expanding the Enlarged Group’s current portfolio of products and services
The Enlarged Group intends to expand its baggage handling systems business by
leveraging on its market leading position in the passenger boarding bridges market, and
extending its portfolio of products and services to capture a larger share of its customers’
total spending on airport facility equipment and services.
By offering a more comprehensive and diversified suite of products and services, the
Enlarged Group would be able to better meet the needs of its customers which place
orders for products in its various product segments. A broader product portfolio will also
enable the Enlarged Group’s marketing and business development teams to market and bid
for various types of projects which require a mix of different products, thereby giving the
Enlarged Group access to additional groups of customers and enabling it to offer existing
customers a wider range of product and services.
The Enlarged Group has a strong track record of successfully developing or acquiring
complementary products and technology in the airport facility equipment business.
Capitalising on its initial success in the passenger boarding bridges market, the Enlarged
Group has, over the years, expanded into manufacturing and selling various types of
ground support equipment including catering trucks, special purpose vehicles, de-icing
trucks and passenger transport vehicles.
In addition to growing organically, the Enlarged Group may consider expanding the
business through acquisitions, joint ventures or strategic alliances with parties which are
able to create synergies with its existing business. Through such acquisitions, joint ventures
or strategic alliances, the Enlarged Group aims to strengthen its market position, expand its
network, as well as expand into new businesses complementary to its current businesses.
For example, the Enlarged Group has been granted a call option by CIMC-HK to acquire
Air Marrel S.A.S, which is principally involved in the business of manufacturing loaders and
other airport equipment, such as ground support equipment. Thus, this would complement
the Enlarged Group’s intentions to expand its lines of business including ground support
equipment.
(b) Continue to invest in research and development

The Enlarged Group intends to continue investing substantially in research and
development. Its research and development strategies include the development of new
products and the improvement and optimisation of existing products to ensure that
customers’ expectations are met and surpassed. The Enlarged Group will also carry out
further technical and marketing research to ensure that the products it designs and
develops in the future are in line with the needs of its major customers.
The Enlarged Group will also continually seek to optimise internal processes and various
manufacturing processes to ensure that costs are kept to a level that is as low as possible
whilst maintaining its stringent quality standards, and ensure that it remains competitive in
the global market.
106
(c) Expanding global presence through brand enhancement and strengthening of overseas
operations
The Enlarged Group intends to enhance brand awareness to existing customers and
potential new customers through increased advertising and marketing efforts. The Enlarged
Group will also increase its participation in various industry tradeshows, to enhance
visibility within the industry.
In addition, in order to expand globally, the Enlarged Group also intends to enter into
overseas joint ventures and to continue to open more representative offices around the
world, such as its French branch office which was used to access the European markets, in
order to better serve customers in the various regions and to establish relationships with
other potential customers in those regions.
(d) Expansion of production facilities

The Enlarged Group’s production facilities are utilised to provide a wide variety of products
and services tailored to its customers’ needs. As customers’ needs are getting increasingly
varied and complex, the Enlarged Group intends to expand its production facilities to cater
to their demand for a greater assortment of products and services. In 2012, Tianda
completed the acquisition of land use rights to a plot of land in Shenzhen with a land area
of 132,221 square metres to develop and build an office and a factory in two phases to
increase production capabilities. Completion of the first phase of these buildings is
expected to take place by the end of 2014 and the Proposed Directors believe that after the
completion of the first phase, the new plant is expected to double production capacity.
18.7 Dividend Policy

The Company
The Company has not declared or paid any dividends for FY2011, FY2012 and FY2013. The
Company currently does not have a formal dividend policy. The Company will pay dividends, if
any, only out of its distributable profits as permitted under Singapore law. Any final dividends the
Company declares must be approved by an ordinary resolution of its Shareholders at a general
meeting. The Company is not permitted to pay dividends in excess of the amount recommended
by the Board. The Board may, without the approval of its Shareholders, also declare interim
dividends. All dividends will be paid in accordance with the Companies Act.
Target Group Companies

Please refer to Section B12 of the “Letter to Shareholders from the Directors of Tianda” for further
details on the dividend policy of the Tianda Group.
As at the Latest Practicable Date, RMB71.3 million of dividends declared by the Tianda Group in
prior years have yet to be paid.
Enlarged Group
The declaration and payment of dividends will be determined by the Post-Completion Board,
subject to the approval of Shareholders (where applicable). Future final dividends will be paid as
and when approved by the Shareholders (as recommended by the Post-Completion Board).
In making their dividend recommendation, the Post-Completion Board will take into consideration
the performance of the Enlarged Group, including the operating results, financial condition,
working capital requirements, capital expenditure needs, the terms of borrowing arrangements (if
any), the level of cash and retained earnings, and other factors deemed relevant by the Post-
Completion Board. In addition, in determining the amount of dividends to be paid, consideration
will be given to maximising Shareholders’ value. In the circumstances, there is no assurance that
dividends will be paid in the future or as to the amount or timing of any dividends that will be paid.
107
The Company may, by ordinary resolution, declare final dividends at a general meeting, but it may
not pay dividends in excess of the amount recommended by the Post-Completion Board. The
Post-Completion Board may declare interim dividends without seeking Shareholders’ approval.
The Company must pay all dividends out of its profits pursuant to the Companies Act.
All dividends are paid pro-rata among the Shareholders in proportion to the amount paid up on
each Shareholder’s Shares, unless the rights attaching to an issue of any Share provides
otherwise. Any payment by the Company to the CDP of any dividend payable to a Shareholder
whose name is registered in the depository register shall, to the extent of payment made to the
CDP, discharge the Company from its obligation to that Shareholder in respect of that dividend
payable.
For information relating to taxes payable on dividends, please refer to Appendix F entitled
“Taxation and Exchange Controls” of this Circular.
18.8 Exchange Control

Please refer to Appendix F entitled “Taxation and Exchange Controls” of this Circular for more
information on exchange controls in the PRC.
19. SELECTED FINANCIAL INFORMATION

The following selected financial information of the Enlarged Group, the Pteris Group and the
Tianda Group should be read in conjunction with the full text of this Circular, including the
following:-
(a) Section 20 entitled “Management’s Discussion and Analysis of Results of Operations and
Financial Position of the Enlarged Group”;
(b) the “Independent Auditors’ Report on the Consolidated Financial Statements of Shenzhen
CIMC-Tianda Airport Support Ltd and its subsidiaries for the Financial Years ended 31
December 2011, 2012, and 2013” as set out in Appendix D of this Circular;
(c) the Pteris Group’s respective Audited Financial Statements for the financial years ended 31
December 2011, 2012, and 2013 and the related notes thereto as posted on the SGX-ST
website at http://www.sgx.com under “Listed Companies” – “Annual Reports/Financial
Reports”; and
(d) the “Report on the Unaudited Pro Forma Consolidated Financial Information of the
Enlarged Group for the Financial Years ended 31 December 2011, 2012, 2013” and the
related notes thereto as set out in Appendix E of this Circular.
108
19.1 Pro forma financial information of the Enlarged Group

19.1.1 Results of operations of the Enlarged Group
Unaudited
(S$’000) FY2011 FY2012 FY2013
Revenue 241,656 216,223 223,866

Other income 2,660 5,473 5,838
Materials, subcontract and other direct costs (160,570) (158,114) (159,890)
Staff costs (34,746) (39,387) (43,728)
Depreciation (5,205) (5,381) (5,200)
Foreign exchange differences and net hedging premium 1,030 (804) 90
Other operating expenses (36,884) (31,057) (33,456)
Negative goodwill 13,797 – –
Finance expense (1,209) (1,642) (2,272)
Profit/(Loss) before tax 20,529 (14,689) (14,752)

Tax expense (2,092) (2,149) (2,122)
Net profit/(loss) after tax 18,437 (16,838) (16,874)
Other comprehensive loss

Items that are or may be reclassified subsequently
to profit or loss:
Translation differences relating to financial statements (257) (118) (43)
of foreign subsidiaries
Effective portion of changes in fair value of cash flow (690) – –
hedges, net of tax
Other comprehensive loss for the year, net of tax (947) (118) (43)
Total comprehensive income/(loss) for the year 17,490 (16,956) (16,917)
Profit/(Loss) attributable to
– Owners of the Company 18,437 (16,885) (17,237)
– Non-controlling interests – 47 363
18,437 (16,838) (16,874)
Total comprehensive income/(loss) attributable to

– Owners of the Company 17,490 (17,003) (17,280)
– Non-controlling interests – 47 363
17,490 (16,956) (16,917)
109
19.1.2 Financial position of the Enlarged Group
Unaudited
As at 31
December
(S$’000) 2013
Non-current assets
Property, plant and equipment 96,529
Intangible assets 3,779
Deposit for land use rights 1,743
Land use rights 12,354
Other financial assets 169
Deferred tax assets 3,077
Long-term prepaid expenses 28
117,679
Current assets
Inventories 46,951
Contracts work-in-progress 38,063
Trade and other receivables 146,893
Cash and cash equivalents 28,021
260,621
Total assets 378,300
Equity
Share capital 81,682
Reserves 68,396
Equity attributable to owners of the Company 150,078

Non-controlling interests 1,935
Total equity 152,013
Non-current liabilities
Deferred tax liabilities 7,903
Financial liabilities 61
Deferred income 6,346
14,310
Current liabilities
Trade and other payables 119,651
Excess of progress billing over contract work-in-progress 7,520
Financial liabilities 69,847
Provisions 11,878
Provision for taxation 3,081
211,977
Total liabilities 226,287
Total equity and liabilities 378,300
110
19.1.3 Statement of Cash Flows for the Enlarged Group
Unaudited
(S$’000) FY2013
Operating activities
Loss before tax (3,585)
Adjustments for:
Depreciation of property, plant and equipment 5,200
Bad debts written off 796
Allowance for doubtful receivables 881
Amortisation of intangible assets 333
Amortisation of long-term prepaid expenses 31
Negative goodwill (13,797)
Dividend income (104)
Rental income (2,834)
Interest expense 2,039
Interest income (366)
Net gain on disposal of property, plant and equipment (12)
Provisions for warranty and liquidated damages 5,302
Gain from change in fair value of financial derivatives (644)
Gain in fair value of financial asset at fair value through profit or loss (9)
Share-based payment expense 1,750
(5,019)
Changes in working capital:
Trade and other receivables (29,430)
Inventories and contract work-in-progress 25,558
Provisions (1,917)
Taxes paid (2,447)
Cash flows from operating activities 661
Investing activities
Dividend received 104
Interest received 366
Rental income received 2,834
Proceeds from sale of property, plant and equipment 29
Purchase of property, plant and equipment (14,423)
Deposit paid for land use rights (1,742)
Acquisition of long-term prepaid expenses (14)
Cash flows used in investing activities (12,846)
Financing activities
Proceeds of new loans from related parties 55,384
Proceeds of new loans from banks 30,760
Interest paid (2,265)
Repayment of short-term borrowings from related parties (61,192)
Repayment of bank borrowings (833)
Payment of finance lease liabilities (146)
Cash and deposits pledged (3,550)
Cash flows from financing activities 18,158
Net increase in cash and cash equivalents 5,973

Cash and cash equivalents at beginning of year 21,312
Effects of exchange rate fluctuations 530
Cash and cash equivalents at end of year 27,815
111
19.2 Financial information of the Pteris Group

19.2.1 Results of operations of the Pteris Group
Audited
(S$’000) FY2011 FY2012 FY2013
Revenue 132,179 65,674 50,350

Other income 1,349 2,041 3,070
Staff costs (22,718) (21,534) (19,480)
Depreciation (2,953) (3,005) (2,757)
Foreign exchange differences and net hedging premium 489 (1,292) (150)
Finance expense (991) (1,139) (1,383)
Profit/(Loss) before tax 822 (29,680) (29,741)

Tax (expense)/credit (399) 94 56
Profit/(Loss) for the year and attributable to owners 423 (29,586) (29,685)
of the Company

Items that are or may be reclassified subsequently
to profit or loss:
Translation differences relating to financial statements (257) (118) (43)
of foreign subsidiaries
Effective portion of changes in fair value of cash flow (690) – –
hedges, net of tax
Other comprehensive loss for the year, net of tax (947) (118) (43)
Total comprehensive loss for the year (524) (29,704) (29,728)
112
19.2.2 Financial position of the Pteris Group
Audited
As at 31
December
(S$’000) 2013
Non-current assets
Deferred tax assets 451
29,349
Current assets
Inventories 2,554
Contract work-in-progress 38,063
89,012
Equity attributable to owners of the Company

Reserves (29,631)
Total equity 35,530
Deferred tax liabilities 387
Loans and borrowings 61
448
Current liabilities
Loans and borrowings 52,142
Provisions 3,977
Provision for taxation 190
82,383
113
19.3 Financial information of the Tianda Group

19.3.1 Results of operations of the Tianda Group(1)
Audited
(S$’000) FY2011 FY2012 FY2013
Revenue 109,477 150,549 173,516

Other income 1,311 3,432 2,768
Staff costs (12,028) (17,853) (24,248)
Depreciation (357) (481) (548)
Foreign exchange differences 541 488 240
Finance expense (218) (503) (889)
Profit before tax 10,436 16,886 16,884

Tax expense (1,693) (2,243) (2,178)
Profit for the year, representing total comprehensive 8,743 14,643 14,706
income for the year
Profit/Total comprehensive income attributable to

Owners of the Company 8,743 14,596 14,343
Non-controlling interests – 47 363
8,743 14,643 14,706
Note:
(1) The financial information presented in S$ has been translated for the convenience of Shareholders and has not
been audited. These translations are made with reference to the RMB:S$ exchange rates as shown in the
“Exchange Rates” Section of the Circular and should not be construed as representations that the RMB amounts
represent such S$ amounts or could be converted into S$ at the rate indicated or any other rate.
114
19.3.2 Financial position of the Tianda Group(1)
Audited
As at 31
December
(S$’000) 2013
Non-current assets
44,116
Current assets
Inventories 44,397
172,327
Equity
Paid-in capital 21,503
Reserves 57,229

Total equity 80,667
6,346
Current liabilities
Provisions 7,901
129,430
Note:
(1) The financial information presented in S$ has been translated for the convenience of Shareholders and has not
been audited. These translations are made with reference to the RMB:S$ exchange rates as shown in the
“Exchange Rates” Section of the Circular and should not be construed as representations that the RMB amounts
represent such S$ amounts or could be converted into S$ at the rate indicated or any other rate.
115
20. MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND

FINANCIAL POSITION OF THE ENLARGED GROUP
The following discussion of the results of operations and financial position of the Enlarged Group
should be read in conjunction with the following:-
(i) the “Independent Auditors’ Report on the Consolidated Financial Statements of Shenzhen
CIMC-Tianda Airport Support Ltd and its subsidiaries for the Financial Years ended 31
December 2011, 2012, and 2013” as set out in Appendix D of this Circular;
(ii) the Pteris Group’s respective Audited Financial Statements for the financial years ended 31
December 2011, 2012, and 2013 and the related notes thereto as posted on the SGX-ST
website at http://www.sgx.com under “Listed Companies” – “Annual Reports/Financial
Reports”; and
(iii) the “Report on the Unaudited Pro Forma Consolidated Financial Information of the
Enlarged Group for the Financial Years ended 31 December 2011, 2012, 2013” and the
related notes thereto as set out in Appendix E of this Circular.
This discussion contains certain forward-looking statements that involve risks and uncertainties.
The actual results may differ significantly from those projected in the forward-looking statements.
Factors that might cause future results to differ significantly from those projected in the forward-
looking statements include, but are not limited to, those discussed below and elsewhere in this
Circular, particularly in Section 22 entitled “Risk Factors” of this Circular. Under no circumstances
should the inclusion of such forward-looking statements herein be regarded as a representation,
warranty or prediction with respect to the accuracy of the underlying assumptions by the
Company or any other person. Shareholders are cautioned not to place undue reliance on these
forward-looking statements that speak only as of the date hereof. Please refer to the “Cautionary
Note Regarding Forward-looking Statements” Section of this Circular.
For the purpose of the Management’s Discussion and Analysis of Results of Operations and
Financial Position of the Enlarged Group, the term “Period Under Review” herein refers to the
period which comprises FY2011, FY2012, and FY2013.
Basis of presentation
(a) The unaudited pro forma financial information of the Enlarged Group has been prepared for
illustrative purposes only, and is based on certain assumptions and after making certain
adjustments to show what:
(i) the unaudited pro forma statement of financial position of the Enlarged Group as at
31 December 2013 would have been if the Proposed Transactions had taken place
on 31 December 2013;
(ii) the unaudited pro forma financial results of the Enlarged Group for the years ended
31 December 2011, 2012, and 2013 would have been if the Proposed Transactions
had taken place on 1 January 2011; and
(iii) the unaudited pro forma cash flows of the Enlarged Group for the year ended 31
December 2013 would have been if the Proposed Transactions had taken place on 1
January 2013.
The unaudited pro forma consolidated financial information, because of their nature, may
not give a true picture of the actual financial position, financial results and cash flows of the
Enlarged Group.
Please refer to Note 3 to the Unaudited Pro Forma Consolidated Financial Information of
the Enlarged Group for the details and explanation of the basis of preparation of the
unaudited pro forma financial information of the Enlarged Group.
116
(b) The unaudited pro forma consolidated financial information of the Enlarged Group has
been compiled based on the following:-
(i) the audited consolidated financial statements of the Pteris Group for the years ended
31 December 2011, 2012, and 2013, which were prepared in accordance with FRS;
and
(ii) the audited consolidated financial statements of the Tianda Group for the years
ended 31 December 2011, 2012, and 2013, which were prepared in accordance with
FRS.
The consolidated financial statements of Tianda Group and the Pteris Group for the
financial years ended 31 December 2011, 2012, and 2013 have been audited by KPMG
LLP. The auditors’ reports on the abovementioned audited financial statements do not
contain any qualification.
Please refer to Note 4 to the Unaudited Pro Forma Consolidated Financial Information of the
Enlarged Group for the details and explanation of the adjustments made in arriving at the pro
forma financial information of the Enlarged Group.
Discussions of the results of operations and financial position of the Enlarged Group are set out
below in this Section 20, while that of the Tianda Group are set out in Section B8 entitled
“Management’s Discussion and Analysis of Results of Operations and Financial Position of the
Tianda Group” in the Letter To Shareholders from the Directors Of Tianda.
In this section, for the purposes of clarity, the results of operations and financial position of the
Enlarged Group have been analysed for each of the Pteris Group and the Tianda Group as their
businesses were separate and distinct, with no inter-group transactions, during the Period Under
Review. Financial information of the Tianda Group have been converted from RMB amounts into
S$ amounts for the convenience of Shareholders. These translations were made with reference to
the RMB:S$ exchange rates as shown in the “Exchange rates” Section of the Circular and should
not be construed as representations that the RMB amounts represent such S$ amounts or could
be converted into S$ at the rate indicated or any other rate.
20.1 Overview
The Enlarged Group comprises:
(a) the Pteris Group, which is principally engaged in the provision of engineering and computer
software solutions of airport logistics and materials handling as well as the manufacture
and repair of ground support equipment for the airline industry. These include engineering,
design, manufacture, installation and maintenance works; and
(b) the Tianda Group, which is principally engaged in the manufacture of (i) airport equipment,
which comprises passenger boarding bridges and ground support equipment; (ii) materials
handling systems; and (iii) automated parking systems.
20.1.1 Revenue
Pteris Group
The Pteris Group derives revenue mainly from the following business segments:
(i) Baggage Handling Systems, which includes the provision of engineering and computer
software solutions for airport logistics and materials, such as baggage and air cargo
handling systems; and
(ii) Ground Support Equipment, which comprises the manufacture and repair of airport ground
support equipment, including aircraft catering vehicles, aircraft passenger stairs and other
service vehicles.
117
Revenue from construction contracts is generally recognised based on the percentage of

completion method, measured by reference to the percentage of contract costs incurred to-date to
estimated total contract costs for the contract. Billings are generally made in accordance with
agreed milestones. The duration of such projects may range from between a few months to a few
years. Revenue from sale of goods is recognised when significant risks and rewards of ownership
have been transferred to the customer.
For major projects which the Pteris Group undertakes, its customers in general may require
retention fees of 5% to 10% of the contract value, and a one-year to two-year warranty. The
retention amounts will be released at the end of the warranty period.
As the Pteris Group’s revenue is largely project-based, its revenue may experience significant
fluctuations year-on-year. The main factors affecting the Pteris Group’s revenue include, inter alia,
the following:-
(i) overall growth of the civil aviation and airport industries, and in turn the availability of airport
development projects, including upgrading and expansion of existing airports and
construction of new airports;
(ii) its ability to expand its existing range of products for its customers and adapt to their
changing requirements;
(iii) its ability to retain existing customers and to secure new orders. Demand for its products
and services is determined by its product quality, price competitiveness, service quality and
timely installation of its products;
(iv) its ability to claim for variation orders for additional work required;
(v) its ability to compete effectively in the markets that it operates in. The main markets in
which the Pteris Group currently operate are Singapore, Malaysia, Middle East, China and
United States of America; and
(vi) its ability to manage exposure to fluctuations in foreign exchange rates in relation to its
revenue.
Please refer to Section 22 entitled “Risk Factors” and Section 18.6 entitled “Prospects, Trend
Information, Strategy and Future Plans” of this Circular for further information on the factors that
may affect the Pteris Group’s revenue.
A breakdown of the Pteris Group’s revenue, according to its business segments and geographical
segments for FY2011, FY2012 and FY2013 are as follows:
(A) Breakdown of revenue by business segments
FY2011 FY2012 FY2013

S$’000 % S$’000 % S$’000 %
Baggage Handling Systems 132,179 100.0 56,915 86.7 41,196 81.8

Ground Support Equipment – – 8,759 13.3 9,154 18.2
Total 132,179 100.0 65,674 100.0 50,350 100.0
118
(B) Breakdown of revenue by geographical segments
FY2011 FY2012 FY2013

S$’000 % S$’000 % S$’000 %
Singapore 102,871 77.8 37,794 57.6 28,757 57.1

Malaysia 130 0.1 37 0.1 14 0.1
China 20,332 15.4 23,741 36.1 15,430 30.6
India 8,296 6.3 4,102 6.2 190 0.4
United States of America (USA) 550 0.4 – – 5,959 11.8
Total 132,179 100.0 65,674 100.0 50,350 100.0
The Pteris Group’s revenue is mainly derived from operations in Singapore and China,
which collectively represented 93.2%, 93.7% and 87.7% of its total revenue for FY2011,
FY2012 and FY2013 respectively. For the purposes of geographical segmentation, revenue
is classified according to the geographical location of the Pteris Group’s facilities.
Tianda Group
The Tianda Group derives revenue mainly from the following business segments:
(i) Airport Equipment, which mainly comprises the design and manufacture of passenger
boarding bridges and ground support equipment such as airport catering trucks and airport
apron buses;
(ii) Materials Handling Systems, which include the provision of products such as unit air cargo
handling systems, automatic conveying systems and automatic sorting systems which are
principally used to handle and transport cargo and baggage;
(iii) Automated Parking Systems, which includes the design and manufacture of different types
of parking systems for automobiles; and
(iv) Services and Others, which comprise the maintenance and repair services for products
sold in the various business segments above and the training of personnel to operate the
various equipment.
Revenue from the sale of goods is mainly recognised when significant risks and rewards of
ownership have been transferred to the customer. Revenue from rendering of maintenance and
installation services and operation services for Automated Parking Systems is recognised upon
the delivery of such services. Billings are generally made in accordance with agreed milestones
as described in section B6.2 titled “Business Process” of the Letter to Shareholders from the
Directors of Tianda. The duration of the Tianda Group’s projects may range from between a few
weeks to a few years due to the different scale of projects.
The Tianda Group’s customers may require retention fees or a warranty bond of approximately
3% to 5% of the contract value, and a 1 year warranty. The retention amounts or warranty bond
will be released at the end of 1 year.
As the Tianda Group’s revenue is largely project-based, its revenue may experience significant
fluctuations year-on-year. The main factors affecting the Tianda Group’s revenue include the
following:
development projects, including upgrading and expansion of existing airports as well as
(ii) overall growth of the domestic materials handling and logistics industry;
119
(iii) pace of urbanisation and resulting demand for automated parking systems;
(iv) its ability to maintain technological and cost competitiveness in the markets that it operates
in;
(v) its ability to retain existing customers and secure new orders. Demand for its products is
determined by its product quality, price competitiveness and service quality; and
(vi) its ability to recruit and retain key staff, who are instrumental to the strong engineering,
product development and management capabilities of the Tianda Group.
Please refer to the Sections 22 and 18.6 of this Circular titled “Risk Factors” and “Prospects, Trend
Information, Strategy and Future Plans” respectively for further information on the factors that may
affect the Tianda Group’s revenue.
A breakdown of the Tianda Group’s revenue, according to its business segments and
geographical segments for FY2011, FY2012 and FY2013 are as follows:
FY2011 FY2012 FY2013

S$’000 % S$’000 % S$’000 %
Airport Equipment 97,991 89.5 124,889 83.0 141,937 81.8

Material Handling Systems 3,183 2.9 7,522 5.0 16,901 9.7
Automated Parking Systems 4,071 3.7 12,359 8.2 8,785 5.1
Services and Others 4,783 4.4 6,811 4.5 7,132 4.1
Business tax and surcharges (551) (0.5) (1,032) (0.7) (1,239) (0.7)
Total 109,477 100.0 150,549 100.0 173,516 100.0
FY2011 FY2012 FY2013

S$’000 % S$’000 % S$’000 %
PRC 39,313 35.9 104,325 69.3 94,322 54.3

Asia(1) 2,221 2.0 379 0.3 37,525 21.6
Europe 35,175 32.1 37,223 24.6 22,528 13.0
South America 13,338 12.2 8,367 5.6 15,731 9.1
Africa 13,533 12.4 – – 1,905 1.1
Australia 5,897 5.4 255 0.2 1,504 0.9
Total 109,477 100.0 150,549 100.0 173,515 100.0
Note:
(1) Excluding revenue from PRC
The Tianda Group’s revenue is mainly derived from customers located in PRC, Asia, Europe and
South America, collectively representing in aggregate 82.2%, 99.8% and 98.0% of total revenue
for FY2011, FY2012 and FY2013 respectively. For the purposes of geographical segmentation,
revenue is classified according to the location of the Tianda Group’s projects.
120
20.1.2 Materials, subcontract and other direct cost (“MSO”)

MSO of the Enlarged Group amounted to S$160.6 million, S$158.1 million and S$159.9 million in
FY2011, FY2012 and FY2013 respectively, representing 66.4%, 73.1% and 71.4% of the
Enlarged Group’s revenue in the respective years.
Pteris Group
The main component of MSO for the Pteris Group is the cost of materials, which it purchases
from suppliers primarily in Singapore, Malaysia, Middle East, China, India and the United States
of America, comprising mainly steel, aluminium and copper.
MSO also comprises subcontracting cost. The Pteris Group may subcontract manufacturing of
components and the provision of product installation services at customers’ sites at times, in order
to improve operating flexibility and ensure timely completion of its projects.
Other direct cost comprises mainly transportation charges, as well as travelling and
accommodation expenses for staff that are assigned to overseas projects. Other direct labour
costs such as wages and salaries are accounted for under Staff Costs.
The main factors affecting the Pteris Group’s MSO include the following:-
(i) fluctuations in prices of steel, aluminium and copper materials, which are the main raw
material used in the manufacturing of its products;
(ii) its ability to manage projects and avoid cost overruns;
(iii) global inflation, especially for longer projects which are implemented for periods of more
than 12 months; and
(iv) its ability to manage exposure to fluctuations in foreign exchange rates in relation to its
purchases.
Please refer to Section 22 entitled “Risk Factors” and Section 18.6 entitled “Prospects, Trend
Information, Strategy and Future Plans” of this Circular for further information on the factors that
may affect the Pteris Group’s MSO.
The breakdown of the Pteris Group’s MSO during the Period Under Review by business segment
is set out as follows:
MSO FY2011 FY2012 FY2013

S$’000 % S$’000 % S$’000 %
Baggage Handling Systems 97,323 100.0 54,204 87.7 41,953 83.5

Ground Support Equipment – – 7,601 12.3 8,310 16.5
Total 97,323 100.0 61,805 100.0 50,263 100.0
Tianda Group
The main component of MSO for the Tianda Group is the cost of materials, comprising electrical
and mechanical components, electrical control components, steel and aluminium. MSO also
comprises subcontracting cost, where the Tianda Group provides the specifications for specific
components to be produced by its subcontractors.
Other direct cost comprises ancillary costs associated with the on-site installation process,
including fees and expenses in relation to electrical power and utilities, rental of the factory,
transportation, logistics and product inspection. Other direct labour costs such as wages and
salaries are accounted for under Staff Costs.
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The main factors affecting MSO of the Tianda Group include the following:
(i) fluctuations in prices of steel and aluminium, which are the main raw materials used in the
manufacturing of its products;
(ii) its ability to manage projects and avoid cost overruns; and
(iii) its ability to manage and control subcontracting costs.
affect the Tianda Group’s MSO.
The breakdown of the Tianda Group’s MSO during the Period Under Review by business segment
(S$’000) FY2011 FY2012 FY2013
Airport Equipment 55,430 78,397 89,586

Material Handling Systems 2,736 5,801 10,417
Automated Parking Systems 3,441 8,798 5,919
Service & Others 1,640 3,313 3,705
Total 63,247 96,309 109,627
20.1.3 Other income

Other income of the Enlarged Group amounted to S$2.7 million, S$5.5 million and S$5.8 million in
FY2011, FY2012 and FY2013 respectively, representing 1.1%, 2.5% and 2.6% of the Enlarged
Group’s revenue in the respective years.
Pteris Group
Other income of the Pteris Group comprises mainly rental income, dividend income, interest
income, as well as gain on disposal of property, plant and equipment and others. Dividend income
is derived from unquoted equity investments. Rental income is derived from the Pteris Group’s
leasehold building at 28 Quality Road, Singapore 618828 (“28 Quality Road”), where part of the
premises is sublet to an unrelated third party.
In FY2011, the Pteris Group also recorded other income of S$0.6 million in relation to
compensation received for a delay in construction of the Company’s leasehold building at 28
Quality Road.
Other income of the Pteris Group amounted to S$1.3 million, S$2.0 million and S$3.1 million in
FY2011, FY2012 and FY2013 respectively, representing 1.0%, 3.1% and 6.1% of the Pteris
Group’s revenue in the respective years.
Tianda Group
Other income of the Tianda Group comprises mainly government grants, gain from change in fair
value of financial derivatives arising from the revaluation of foreign currency forward contracts,
interest income and rental income.
Interest income refers to interest received on cash balances with commercial banks and with
CIMC Finance. Rental income is derived from the fees on renting out fully depreciated containers.
Government grants comprise funding for research and development, technical innovation,
incentive grants and tax refunds. Upon receipt of the government grants and when there is
reasonable assurance that the company can comply with the conditions associated with the grant,
the Tianda Group will record such amounts as deferred income (in the statements of financial
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position). The government grants are then recognised as other income (in the statements of
comprehensive income) over the useful life of the related asset. As for government grants which
are of a compensatory nature for expenses incurred, they are recognised as other income during
the same periods in which the relevant expenses are recognised.
In addition, the Tianda Group also recorded a gain of S$1.1 million in FY2012 from the write-back
of provisions for guarantees for third parties. This was in relation to a contract which was entered
into between the American Houston Airport (the “Houston Airport”), the American Home
Assurance Company (“AHA”) and the Tianda Group on 14 November 1997, for the purchase of
13 PBBs from the Tianda Group. AHA served as the guarantor of the contract. On 2 November
1998, the Houston Airport issued a notice to terminate the contract with the Tianda Group, and on
26 May 1999, requested AHA to compensate it for approximately USD1.5 million incurred to
purchase the PBBs from other suppliers as the Tianda Group was unable to deliver the PBBs on
time to meet the airport’s demand. The amount of approximately USD1.5 million was recorded as
a provision and recognised in the profit or loss. Consequentially, the Tianda Group provided a
banker’s guarantee of USD2.0 million to AHA. As at 31 December 2012, AHA’s guarantee had not
been called by the Houston Airport, and the Tianda Group reduced the banker’s guarantee to
USD0.6 million, with the excess of USD0.9 million being recognised as other income in FY2012.
As at the Latest Practicable Date, AHA’s guarantee remained uncalled by the Houston Airport.
Other income of the Tianda Group amounted to S$1.3 million, S$3.4 million and S$2.8 million in
FY2011, FY2012 and FY2013 respectively, representing 1.2%, 2.3% and 1.6% of the Tianda
Group’s revenue for the respective financial years.
20.1.4 Staff costs

Staff costs of the Enlarged Group amounted to S$34.7 million, S$39.4 million and S$43.7 million
in FY2011, FY2012 and FY2013 respectively, representing 14.4%, 18.2% and 19.5% of the
Pteris Group
Staff costs of the Pteris Group comprise wages, salaries and bonuses, contributions to defined
contribution plan and other benefits. Staff costs amounted to S$22.7 million, S$21.5 million and
S$19.5 million in FY2011, FY2012 and FY2013 respectively, representing 17.2%, 32.8% and
38.7% of the Pteris Group’s revenue in the respective years.
Tianda Group
Staff costs of the Tianda Group comprise wages and salaries, bonus, housing fund, social
insurance and other benefits. Staff costs amounted to S$12.0 million, S$17.9 million and S$24.2
million in FY2011, FY2012 and FY2013 respectively, representing 11.0%, 11.9% and 14.0% of
the Tianda Group’s revenue in the respective years.
20.1.5 Depreciation
Depreciation costs of the Enlarged Group amounted to S$5.2 million, S$5.4 million and S$5.2
million in FY2011, FY2012 and FY2013 respectively, representing 2.2%, 2.5% and 2.3% of the
Enlarged Group’s revenue in the respective years. The adjustments made in arriving at the pro
forma results of operations of the Enlarged Group included an increase in depreciation expense
by S$1.9 million in each of FY2011, FY2012 and FY2013, arising from the fair valuation of the
Pteris Group’s leasehold building, assumed to be incurred if the Proposed Transactions had taken
place on 1 January 2011.
Pteris Group
Depreciation costs of the Pteris Group relates to its freehold and leasehold properties, motor
vehicles, plant and machinery, computer systems and other assets. Depreciation costs amounted
to S$3.0 million, S$3.0 million and S$2.8 million in FY2011, FY2012 and FY2013 respectively,
representing 2.2%, 4.6% and 5.5% of the Pteris Group’s revenue in the respective years.
123
Tianda Group
Depreciation costs of the Tianda Group relates to its property, plant and equipment and amounted
to S$0.4 million, S$0.5 million and S$0.5 million in FY2011, FY2012 and FY2013 respectively,
representing 0.3% of the Tianda Group’s revenue in each of the respective years.
20.1.6 Foreign exchange differences and net hedging premium

Foreign exchange differences and net hedging premium of the Enlarged Group amounted to a
gain of S$1.0 million, a loss of S$0.8 million and a gain of S$0.1 million in FY2011, FY2012 and
FY2013 respectively, representing 0.4%, (0.4%) and 0.1% of the Enlarged Group’s revenue in the
respective years.
Pteris Group
A majority of the projects that the Pteris Group secures are denominated in USD or USD-pegged
currencies. The Pteris Group typically manages its foreign currencies exposures arising from
revenue and costs which are denominated in foreign currencies, using simple forward contracts.
Foreign exchange differences and net hedging premium of the Pteris Group amounted to a gain
of S$0.5 million, a loss of S$1.3 million and a loss of S$0.2 million in FY2011, FY2012 and
FY2013 respectively, representing 0.4%, (2.0%) and (0.3%) of the Pteris Group’s revenue in the
respective years.
Foreign exchange differences comprises (i) unrealised foreign exchange gains or losses arising
from the revaluation of foreign currency denominated current assets and current liabilities; and (ii)
realised foreign exchange gains or losses arising from the settlement of foreign currency
denominated receivables and payables.
Tianda Group
In addition to projects denominated in RMB, the Tianda Group also secures projects denominated
in other foreign currencies, and typically manages its foreign currencies exposures arising from
revenue and costs denominated in foreign currencies, using forward contracts.
Foreign exchange differences of the Tianda Group amounted to gains of S$0.5 million, S$0.5
million and S$0.2 million in FY2011, FY2012 and FY2013 respectively, representing 0.5%, 0.3%
and 0.1% of the Tianda Group’s revenue in the respective years.
Foreign exchange differences comprise (i) unrealised foreign exchange gains or losses arising
from the revaluation of foreign currency denominated monetary assets and liabilities; and (ii)
realised foreign exchange gains or losses arising from the settlement of foreign currency forward
contracts.
20.1.7 Other operating expenses

Other operating expenses of the Enlarged Group amounted to S$36.9 million, S$31.1 million and
14.9% of the Enlarged Group’s revenue in the respective years. The adjustments made in arriving
at the pro forma results of operations of the Enlarged Group included an increase in other
operating expenses by S$2.6 million in FY2011, as a result of acquisition related costs assumed
to be incurred if the Proposed Transactions had taken place on 1 January 2011.
Pteris Group
Other operating expenses of the Pteris Group comprises mainly manufacturing overheads, selling
and promotional expense, rental expense, property upkeep and tax expense, professional fees,
insurance expense and other general and administrative expenses. It amounted to S$9.2 million,
S$8.6 million and S$9.1 million in FY2011, FY2012 and FY2013 respectively, representing 7.0%,
13.1% and 18.1% of the Pteris Group’s revenue in the respective years.
124
Tianda Group
Other operating expenses of the Tianda Group amounted to S$25.0 million, S$22.4 million and
14.0% of the Tianda Group’s revenue in the respective years.
Other operating expenses comprises mainly general and administrative expenses, marketing
expenses, impairment loss and losses from fair value changes.
General and administrative expenses comprise mainly research and development expenses,
travel expense, entertainment expenses, agency fees, consulting fees, audit fees, legal fees and
other miscellaneous expenses. Impairment losses are primarily related to bad debts from
accounts receivables and provision for inventory impairment. Losses from fair value changes are
mainly due to the revaluation of foreign currency forward contracts.
20.1.8 Finance expenses

Finance expenses of the Enlarged Group amounted to S$1.2 million, S$1.6 million and S$2.3
million in FY2011, FY2012 and FY2013 respectively, representing 0.5%, 0.8% and 1.0% of the
Pteris Group
Finance expenses of the Pteris Group relate mainly to bank borrowings. It amounted to S$1.0
million, S$1.1 million and S$1.4 million in FY2011, FY2012, and FY2013 respectively,
representing 0.7%, 1.7% and 2.7% of the Pteris Group’s revenue in the respective years.
Tianda Group
Finance expenses of the Tianda Group relate mainly to interest expense and bank charges. It
amounted to S$0.2 million, S$0.5 million and S$0.9 million in FY2011, FY2012 and FY2013
respectively, representing 0.2%, 0.3% and 0.5% of the Tianda Group’s revenue in the respective
years. These expenses mainly related to interest payments for amounts owing to CIMC and
borrowings from CIMC Finance and transaction fees relating to securing projects bonds from
banks.
20.1.9 Income tax expense

The effective tax rate for the Enlarged Group was 10.2% in FY2011, and not meaningful during
FY2012 and FY2013 as a result of the overall loss before tax position of the Enlarged Group in
the respective years.
Pteris Group
Pteris and its subsidiaries are subject to income tax at the applicable statutory tax rates in
Singapore, Malaysia and China.
The statutory corporate tax rates in Singapore, Malaysia and China were 17%, 25% and 25%
respectively during the Period Under Review.
The following table sets forth the effective tax rates of the Pteris Group for the Period Under
Review:
S$’000 FY2011 FY2012 FY2013
Income tax expense/(credit) 399 (94) (56)

Profit/(Loss) before tax 822 (29,680) (29,741)
Effective tax rate (%) 48.5 NA NA
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The Pteris Group recorded income tax credits in FY2012 and FY2013 due mainly to losses before
tax amounting to S$29.7 million for FY2012 and S$29.7 million for FY2013, partially offset by
deferred tax benefits not recognised. The effective tax rate in FY2011 was higher than the
statutory corporate tax rates, due mainly to under provision of income tax in prior years, deferred
tax benefits not recognised and expenses which were non-deductible for tax purposes, partially
offset by the effect of tax rates in foreign jurisdictions.
Tianda Group
The Tianda Group is subject to income tax at the applicable statutory tax rate in the PRC, which
was 25.0% during the Period Under Review. However, during the Period Under Review, the
Tianda Group enjoyed a preferential tax rate of 15.0% which was extended to enterprises with
advanced and new technology.
FY2011 FY2012 FY2013

S$’000 S$’000 S$’000
Income tax expense 1,693 2,243 2,178

Effective tax rate (%) 16.2% 13.3% 12.9%
The effective tax rate in FY2011 was higher than 15.0% due to non-deductible business
entertainment expenses and commission expenses, while the effective tax rate in each of FY2012
and FY2013 was lower than 15.0% due to tax incentives in relation to research and development
expenses.
20.1.10 Inflation
For the Period Under Review, the performance of the Enlarged Group was not materially
impacted by inflation.
20.1.11 Changes in accounting policies

Pteris Group
In FY2012 and FY2013, the Pteris Group adopted new or amended FRS and interpretations to
FRS (“INT FRS”). Changes to the Pteris Group’s accounting policies have been made as required
in accordance with the transitional provisions in the respective FRS and INT FRS. The adoption of
these new or amended FRS and INT FRS did not result in substantial changes to the Pteris
Group’s accounting policies and had no material effect on the Pteris Group’s financial statements.
Save for the above, accounting policies have been consistently applied by the Pteris Group for the
Period Under Review.
Emphasis of matter
An emphasis of matter was stated in the auditors’ report for the Pteris Group’s financial
statements for FY2013. Without qualifying its opinion, the auditors drew attention to Note 2 to the
financial statements which indicate that the financial statements have been prepared on a going
concern basis notwithstanding that the net losses of S$29.7 million for FY2013 exceed the net
current assets of S$6.6 million as at 31 December 2013 and the Company’s remaining equity may
not be sufficient to support its day-to-day operations.
Included in the net current assets of both the Company and the Pteris Group as at 31 December
2013 is a revolving credit facility of S$52.0 million that is required to support the Company’s day-
to-day operations. In connection with the Proposed Acquisition, CIMC and CIMC-HK have
undertaken, as the Company’s largest shareholders, to ensure that the facility is fully repaid by
the repayment date of November 2014. The written undertaking by CIMC and CIMC-HK expires
automatically when the facility expires.
The CIMC Group’s continued support of the Pteris Group, and the continued availability of funds
to support the Company’s day-to-day operations, after expiry of the aforesaid undertaking by
CIMC, will be affected by the outcome of the EGM at which the Proposed Acquisition will be put
to vote by Shareholders.
126
These conditions indicate the existence of a material uncertainty which may cast significant doubt
on the Company’s ability to continue as a going concern, and therefore, its ability to realise its
assets and discharge its liabilities in the normal course of business.
Tianda Group
In FY2013, the Tianda Group adopted new or amended FRS and INT FRS. Changes to the
Tianda Group’s accounting policies have been made as required in accordance with the
transitional provisions in the respective FRS and INT FRS. The adoption of these new or
amended FRS and INT FRS did not result in substantial changes to the Tianda Group’s
accounting policies and had no material effect on the Tianda Group’s financial statements. Save
for the above, accounting policies have been consistently applied by the Tianda Group for the
Period Under Review.
20.2 Review of past operating performance

20.2.1 FY2011 vs FY2012
Revenue
Revenue of the Enlarged Group decreased by S$25.4 million or 10.5%, from S$241.7 million in
FY2011 to S$216.2 million in FY2012. This was due to a decrease in revenue of the Pteris Group,
which declined by S$66.5 million or 50.0%, from S$132.2 million in FY2011 to S$65.7 million in
FY2012, partially offset by an increase in revenue of the Tianda Group, which increased by
S$41.1 million or 37.5%, from S$109.5 million in FY2011 to S$150.5 million in FY2012.
Pteris Group
Revenue of the Pteris Group had declined by S$66.5 million or 50.0%, from S$132.2 million in
FY2011 to S$65.7 million in FY2012. This was attributable to a decrease in revenue contribution
of S$75.3 million from the Baggage Handling Systems segment, partially offset by an increase in
revenue contribution of S$8.8 million from the Ground Support Equipment segment.
(A) Review of revenue by business segments

Revenue from the Baggage Handling Systems segment decreased by S$75.3 million or
56.9%, from S$132.2 million in FY2011 to S$56.9 million in FY2012. This was due mainly
to lower level of business activities and project delays encountered in FY2012.
In FY2011, the Baggage Handling Systems segment recorded revenue of S$132.2 million
which was contributed by several major projects, including Mumbai International Airport
(India), Changi International Airport (Singapore), Tocumen International Airport (Panama),
Queen Alia International Airport (Jordan), New Doha International Airport (Qatar), Winnipeg
James Armstrong Richardson International Airport (Canada) and Nay Pyi Taw International
Airport (Myanmar). Of the abovementioned projects, the projects with Winnipeg James
Armstrong International Airport (Canada) and Nay Pi Taw International Airport (Myanmar)
were successfully completed in FY2011.
In FY2012, the Pteris Group continued to recognise revenue from the other major projects
above which had not been completed, as well as some new but smaller projects, including
Hangzhou Xiaoshan Airport (China) and Hambantota International Airport (Sri Lanka).
However, challenges presented by a volatile global economy, intense competition and a soft
business environment resulted in limited business opportunities in FY2012. In addition, the
Pteris Group also encountered operational issues arising from unforeseeable delays for two
(2) projects in the Middle East and a key project in India which had an adverse impact on
its revenue and net profit in FY2012.
The decrease in revenue from Baggage Handling Systems was partially offset by an
increase in revenue contribution of S$8.8 million from the Ground Support Equipment
segment. Following the Pteris Group’s acquisition of the entire interest of Aeromobiles Pte
Ltd (“Aeromobiles”), a company involved in the design, manufacture and maintenance of
127
ground support equipment for the aviation industry, on 3 January 2012 (the “Aeromobiles
Acquisition”) in FY2012, the Pteris Group began to record revenue from the Ground
Support Equipment segment.
(B) Review of revenue by geographical segments

Geographically, the decrease in revenue of the Pteris Group was mainly attributable to a
decrease in revenue for the Pteris Group’s operations in Singapore and India and partially
offset by an increase in revenue in China.
Revenue for the Singapore and India operations decreased by S$69.3 million, due to
unforeseeable delays for two (2) projects in the Middle East and a project in India, for which
revenue is recognised under the Pteris Group’s Singapore and India operations.
The above was partially offset by an increase in revenue from customers in China
amounting to S$3.4 million, due to substantial progress and corresponding increase in
revenue recognised from the Group’s project for Hangzhou Xiaoshan Airport (China).
Tianda Group
Revenue of the Tianda Group increased by S$41.1 million or 37.5%, from S$109.5 million in
FY2011 to S$150.5 million in FY2012. This was attributable to an increase in revenue contribution
from all business segments.

Revenue from the Airport Equipment segment increased by S$26.9 million or 27.4%, from
S$98.0 million in FY2011 to S$124.9 million in FY2012, due to increased revenue
contribution from the sale of both passenger boarding bridges and ground support
equipment. This was due mainly to the completion of more passenger boarding bridges
projects in FY2012, including major projects for Shenzhen International Airport, Hangzhou
Xiaoshan International Airport and Shijiazhuang International Airport in PRC. In addition, on
5 January 2012, the Tianda Group acquired 70% equity interests in Xinfa (the “Xinfa
Acquisition”), a company engaged in the manufacture and sale of ground support
equipment for the aviation industry. The consolidation of revenue from the acquisition of
Xinfa Airport Equipment Ltd. helped to bolster revenue within the Airport Equipment
segment by S$9.1 million.
The Materials Handling System segment experienced an increase in revenue of S$4.3

million or 136.3%, from S$3.2 million in FY2011 to S$7.5 million in FY2012. This was
primarily attributable to successful completion of projects in FY2012 which had been
delayed in FY2011. The revenue from these projects was recognised in FY2012 upon the
successful completion of user acceptance testing.
The Automated Parking Systems segment experienced a growth in revenue of S$8.3 million
or 203.6%, from S$4.1 million in FY2011 to S$12.4 million in FY2012. Due to the price
competitiveness of its products, the Tianda Group was able to capitalise on the growth of
the Chinese car park industry, selling automated parking systems catering to more than
2,500 parking lots in FY2012, as compared to automated parking systems catering to
approximately 900 parking lots in FY2011. During FY2012, Tianda also increased the
number of distribution channels, built up brand equity with customers and improved its
ability to deliver quality projects on time and within budget.
Revenue from the Services and Others segment increased by S$2.0 million or 42.4%, from
S$4.8 million in FY2011 to S$6.8 million in FY2012, due to an expansion of its business
and increased need for maintenance services.
128

Revenue from customers in PRC increased by S$65.0 million or 165.4% in FY2012, due
mainly to the completion of several contracts to provide passenger boarding bridges to
airports in PRC, including Shenzhen International Airport, Shijiazhuang International
Airport, and Hangzhou Xiaoshan International Airport, as well as an increase in domestic
contracts for the provision of materials handling systems and automated parking systems
which were completed in FY2012.
The above increase in revenue from PRC was partially offset by:
(i) a decrease in revenue from customers in Africa from S$13.5 million in FY2011 to nil
in FY2012, due mainly to the completion of contracts with Tunis–Carthage
International Airport in Tunisia, Léopold Sédar Senghor International Airport in
Senegal and Bamako-Senou International Airport in Mali in FY2011;
(ii) a decrease in revenue from customers in Australia by S$5.6 million or 95.7% in

FY2012, due mainly to the completion of contracts with Melbourne Airport and Perth
Airport in FY2011; and
(iii) a decrease in revenue from customers in South America by S$5.0 million or 37.3% in
FY2012, due mainly to the completion of a contract with Tocumen International
Airport in Panama in FY2011.
Materials, subcontract and other direct cost

MSO of the Enlarged Group decreased by S$2.5 million or 1.5%, from S$160.6 million in FY2011
to S$158.1 million in FY2012. This was due to a decrease in the Pteris Group’s MSO by S$35.5
million or 36.5%, from S$97.3 million in FY2011 to S$61.8 million in FY2012, partially offset by an
increase in the Tianda Group’s MSO by S$33.1 million or 52.3%, from S$63.2 million in FY2011
to S$96.3 million in FY2012.
Pteris Group
The Pteris Group’s MSO decreased by S$35.5 million or 36.5%, from S$97.3 million in FY2011 to
S$61.8 million in FY2012. MSO as a percentage of revenue for each business segment in each of
FY2011 and FY2012 is set out as follows:
MSO FY2011 FY2012

S$’000 % of Revenue S$’000 % of Revenue
Baggage Handling Systems 97,323 73.6% 54,204 95.2%
Ground Support Equipment – – 7,601 86.8%
Total 97,323 73.6% 61,805 94.1%
For the Baggage Handling Systems segment, MSO as a percentage of revenue increased from
73.6% for FY2011 to 95.2% for FY2012. This was mainly attributable to provision for foreseeable
losses resulting from the delay of three (3) key projects in Middle East and India. As it is uncertain
as to when negotiations with respect to contractual claims for delays and associated prolongation
costs will be finalised, provisions were made with respect to these cost over-runs. Save for the
aforementioned provisions, the decline in MSO was in tandem with the decrease in the level of
business activities.
129
Tianda Group
The Tianda Group’s MSO increased by by S$33.1 million or 52.3%, from S$63.2 million in
FY2011 to S$96.3 million in FY2012. MSO as a percentage of revenue increased from 57.5% in
FY2011 to 63.5% in FY2012, due to increase in materials and other direct costs as a percentage
of revenue.
MSO as a percentage of revenue for each business segment in each of FY2011 and FY2012 is
set out as follows:
FY2011 FY2012
S$’000 % of revenue S$’000 % of revenue
Airport Equipment 55,429 56.6% 78,398 62.8%

Materials Handling Systems 2,736 86.0% 5,801 77.1%
Automated Parking Systems 3,441 84.5% 8,798 71.2%
Services and Others 1,641 34.3% 3,312 48.6%
Total 63,247 57.5% 96,309 63.5%
The increase in MSO as a percentage of revenue from 57.5% in FY2011 to 63.5% in FY2012 was
mainly due to (i) the Airport Equipment segment arising primarily from higher materials costs as a
percentage of revenue, and partially offset by (ii) decreases in MSO as a percentage of revenue
from the Materials Handling Systems and Automated Parking Systems segments, as the Tianda
Group grew its track record in these segments and increased its margins. In general, MSO as a
percentage of revenue for each business segment may fluctuate from year to year as a result of
different margins contributed by different projects.
Other income
Other income of the Enlarged Group increased by S$2.8 million or 105.8%, from S$2.7 million in
FY2011 to S$5.5 million in FY2012, due to an increase in other income of the Pteris Group and
the Tianda Group.
Pteris Group
Other income of the Pteris Group increased by S$0.7 million or 53.8%, from S$1.3 million in
FY2011 to S$2.0 million in FY2012. The increase was due mainly to rental income from the lease
of unused space at 28 Quality Road to an unrelated third party, which had commenced in June
2012.
Tianda Group
Other income of the Tianda Group increased by S$2.1 million or 161.8%, from S$1.3 million in
FY2011 to S$3.4 million in FY2012. The increase was mainly due to an increase in government
grants for the high-tech industries and the write back of provisions for guarantees to third parties
as described in Section 20.1.3.
Staff costs
Staff costs of the Enlarged Group increased by S$4.7 million or 13.4%, from S$34.7 million in
FY2011 to S$39.4 million in FY2012. This was due to an increase in staff costs of the Tianda
Group, partially offset by a decrease in staff costs of the Pteris Group.
Pteris Group
Staff costs of the Pteris Group decreased by S$1.2 million or 5.3%, from S$22.7 million in
FY2011 to S$21.5 million in FY2012, as a result of project completions and decreased business
activities in FY2012. While lower, the decrease in staff costs is not in tandem with the decrease in
business activities as a minimum staff strength needs to be maintained to ensure smooth
operations.
130
Tianda Group
Staff costs of the Tianda Group increased by S$5.9 million or 48.4%, from S$12.0 million in
FY2011 to S$17.9 million in FY2012. The increase was largely due to increase in wages of the
domestic Chinese labour force, as well as the increase in staff headcount resulting from the Xinfa
Acquisition.
Depreciation
Depreciation costs of the Enlarged Group increased by S$0.2 million or 3.4%, from S$5.2 million
in FY2011 to S$5.4 million in FY2012. This was due mainly to an increase in depreciation costs of
the Tianda Group.
Pteris Group
Depreciation costs of the Pteris Group remained relatively stable at S$3.0 million in FY2011 and
FY2012.
Tianda Group
Between FY2012 and FY2011, depreciation increased by S$0.1 million or 34.7%, from S$0.4
million in FY2011 to S$0.5 million in FY2012. The increase was largely due to purchase of
machinery and other equipment as well as due to the Xinfa Acquisition.
Foreign exchange differences and net hedging premium

Foreign exchange differences and net hedging premium of the Enlarged Group decreased from a
gain of S$1.0 million in FY2011 to a loss of S$0.8 million in FY2012, due mainly to losses
recorded by the Pteris Group.
Pteris Group
Foreign exchange differences and net hedging premium of the Pteris Group decreased by S$1.8
million, from a gain of S$0.5 million in FY2011 to a loss of S$1.3 million in FY2012. This was
mainly due to the marked to market losses arising from the foreign exchange forward contracts,
mainly denominated in USD and other USD-pegged currencies such as United Arab Emirates
Dirham and Qatar Riyals, which the Pteris Group entered into.
Tianda Group
Foreign exchange differences of the Tianda Group decreased by S$0.1 million or 9.8%, from a
gain of S$0.6 million in FY2011 to a gain of S$0.5 million in FY2012, mainly due to the weakening
of EUR against the RMB.
Other operating expenses

Other operating expenses of the Enlarged Group decreased by S$5.8 million or 15.8%, from
S$36.9 million in FY2011 to S$31.1 million in FY2012. This was due to decreases in other
operating expenses of the Pteris Group and the Tianda Group by S$0.6 million and S$2.6 million
respectively, as well as a pro forma adjustment in FY2011 of S$2.6 million for acquisition related
costs assumed to be incurred in FY2011.
Pteris Group
Other operating expenses decreased by S$0.6 million or 6.4%, from S$9.2 million in FY2011 to
S$8.6 million in FY2012, mainly due to a decrease in selling and promotional expenses. In
FY2011, the Pteris Group incurred significant business development expenses as part of its plans
to expand the geographical coverage of its customer base.
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Tianda Group
Other operating expenses decreased by S$2.6 million or 10.4%, from S$25.0 million in FY2011 to
S$22.4 million in FY2012, due mainly to a decrease in marketing expenses and a decrease in
losses from fair value changes arising from foreign exchange forward contracts entered into by
the Tianda Group to manage its foreign currency exposure. The decrease in marketing expenses
was due mainly to a decrease in provisions for warranties, as well as a decrease in commissions
paid to sales agents. In FY2011, 12.4% of total revenue was derived from the Africa market,
where the Tianda Group had to rely on distributors and agents to help market its products and
increase its presence, resulting in higher sales commission expenses. These expenses decreased
in FY2012 as the projects in Africa had been completed.
The above was partially offset by an increase in allowance for impairment losses on receivables,
allowance for impairment loss on property plant and equipment, and allowance for provision in
diminution in inventories, as well as an increase in general and administrative expenses mainly as
a result of increase in research and development expenses, agency fees and entertainment
expenses.
Finance expenses
Finance expenses of the Enlarged Group increased by S$0.4 million or 35.8% from S$1.2 million
in FY2011 to S$1.6 million in FY2012. This was due to an increase in finance expenses of both
the Pteris Group and the Tianda Group.
Pteris Group
Finance expenses of the Pteris Group increased by S$0.1 million or 10.0%, from S$1.0 million in
FY2011 to S$1.1 million in FY2012, due to higher borrowing costs in FY2012.
Tianda Group
Finance expenses of the Tianda Group increased by S$0.3 million or 130.7%, from S$0.2 million
in FY2011 to S$0.5 million in FY2012, due to an increase in borrowings to finance the
construction of the Tianda Group’s new factory and transaction fees relating to securing project
bonds from banks and settlement charges for payments and receipts.
Profit before income tax

The Enlarged Group reported a net loss before income tax of S$14.7 million in FY2012 as
compared to a net profit before income tax of S$20.5 million in FY2011, representing a decrease
of S$35.2 million from FY2011 to FY2012. This was due mainly to net loss before tax reported by
the Pteris Group, representing a decrease of S$30.5 million, as well as the absence of negative
goodwill upon consolidation amounting to S$13.8 million which was assumed to be recognised in
FY2011, partially offset by an increase in net profit before income tax reported by the Tianda
Group amounting to S$6.5 million, as well as the absence of acquisition related costs of S$2.6
million which were assumed to be incurred in FY2011.
Pteris Group
The Pteris Group reported a net loss before income tax of S$29.7 million in FY2012, as
compared to a net profit before tax of S$0.8 million in FY2011. The net loss was mainly
attributable to lower level of activities and less than proportionate reduction in direct costs and
operating costs contributed by the delays in projects in the Middle East and India.
Tianda Group
Profit before income tax of the Tianda Group increased by S$6.5 million or 61.8%, from S$10.4
million in FY2011 to S$16.9 million in FY2012. This was mainly attributable to higher revenue, an
increase in other income and a decrease in other operating expenses.
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20.2.2 FY2012 vs FY2013

Revenue
Revenue of the Enlarged Group increased by S$7.7 million or 3.5%, from S$216.2 million in
FY2012 to S$223.9 million in FY2013. This was due to an increase in revenue of the Tianda
Group, which increased by S$23.0 million or 15.3%, from S$150.5 million in FY2012 to S$173.5
million in FY2013, partially offset by a decrease in revenue of the Pteris Group, which declined by
S$15.3 million or 23.3%, from S$65.7 million in FY2012 to S$50.4 million in FY2013.
Pteris Group
Revenue of the Pteris Group declined by S$15.3 million or 23.3%, from S$65.7 million in FY2012
to S$50.4 million in FY2013. This was mainly attributable to a decrease in revenue contribution of
S$15.7 million from the Baggage Handling Systems segment.

Revenue from the Baggage Handling Systems segment decreased by S$15.7 million or
27.6%, from S$56.9 million in FY2012 to S$41.2 million in FY2013. This was due to lower
level of business activities, in the absence of major projects secured for the year. This was
a result of various factors, including intensified market competition in the aviation logistics
sector as well as a softened business environment.
The decrease in revenue from the Baggage Handling Systems segment was partially offset
by an increase in revenue from the Ground Support Equipment segment, which increased
by S$0.4 million or 4.5%, from S$8.8 million in FY2012 to S$9.2 million in FY2013. This
was due to an increase in orders secured and delivered for this segment in FY2013.

Geographically, the decrease in revenue of the Pteris Group was mainly attributable to a
decrease in revenue for the Pteris Group’s operations in Singapore, China and India and
partially offset by an increase in revenue in USA.
In the absence of major projects secured and hence the resulting lower level of business
activities, revenue contribution from the Pteris Group’s operations in Singapore, China and
India decreased by an aggregate of S$21.3 million, from S$65.6 million in FY2012 to
S$44.4 million in FY2013.
The above was partially offset by an increase in revenue from customers in USA amounting
to S$6.0 million, due to the progress and hence corresponding increase in revenue
recognised from the Pteris Group’s projects for Charlotte Douglas International Airport and
Will Rogers World Airport in USA.
Tianda Group
Revenue of the Tianda Group increased by S$23.0 million or 15.3%, from S$150.5 million in
FY2012 to S$173.5 million in FY2013. This was attributable to an increase in revenue from the
Airport Equipment, Materials Handling Systems and Services and Others segments, partially
offset by a decrease in revenue from the Automated Parking Systems segment.
(A Review of revenue by business segments

Revenue from the Airport Equipment segment increased by S$17.0 million or 13.7%, from
S$124.9 million in FY2012 to S$141.9 million in FY2013. This was due to an increase in
projects completed during the year, including major projects for Shenyang Taoxian
International Airport, Viracopos International Airport and Kuala Lumpur International
Airport.
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The Materials Handling Systems segment continued to experience significant increase in

revenue by S$9.4 million or 124.7%, from S$7.5 million in FY2012 to S$16.9 million in
FY2013, due to the continued strong growth in the domestic market arising from emphasis
on capital expenditures to increase productivity.
Revenue from the Services and Others segment increased by S$0.3 million or 4.7%, from
S$6.8 million in FY2012 to S$7.1 million in FY2013, due to the increase in business
activities across other segments and the corresponding increase in maintenance and after-
sales services provided.
The above was partially offset by lower revenue contribution from the Automated Parking
Systems segment which decreased by S$3.6 million or 28.9%, from S$12.4 million in
FY2012 to S$8.8 million in FY2013 as the Tianda Group experienced some projects delays
arising from customer and user acceptance testing which could not be completed on time.

Geographically, the increase in revenue of the Tianda Group was mainly attributable to the
increase in revenue contribution from customers in Asia (excluding PRC) and South
America, partially offset by a decrease in revenue contribution from customers in Europe
and the PRC.
The increase in revenue was due mainly to the following:
(i) an increase in revenue from customers in Asia (excluding the PRC), from S$0.4
million in FY2012 to S$37.5 million in FY2013, due mainly to the completion of a
major contract to provide PBBs to the Kuala Lumpur International Airport in Malaysia
in FY2013; and
(ii) an increase in revenue from customers in South America by S$7.3 million, from
S$8.4 million in FY2012 to S$15.7 million in FY2013, due mainly to the completion of
a contract to provide PBBs to Viracopos International Airport in Brazil.
The above increase in revenue was partially offset by:
(iii) a decrease in revenue from customers in Europe by S$14.7 million, from S$37.2
million in FY2012 to S$22.5 million in FY2013, due mainly to the completion of
projects in Europe in FY2012, including Aéroports De Paris; and
(iv) a decrease in revenue from customers in the PRC by S$10.0 million, from S$104.3
million in FY2012 to S$94.3 million in FY2013, due mainly to the completion of
contracts for Shenzhen International Airport and Hangzhou Xiaoshan International
Airport.
Materials, subcontract and other direct cost

MSO of the Enlarged Group increased by S$1.8 million or 1.1%, from S$158.1 million in FY2012
to S$159.9 million in FY2013. This was due to an increase in the Tianda Group’s MSO by S$13.3
million or 13.8%, from S$96.3 million in FY2012 to S$109.6 million in FY2013, partially offset by a
decrease in the Pteris Group’s MSO by S$11.5 million or 18.6%, from S$61.8 million in FY2012 to
S$50.3 million in FY2013.
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Pteris Group
The Pteris Group’s MSO decreased by S$11.5 million or 18.6%, from S$61.8 million in FY 2012
to S$50.3 million in FY2013. MSO as a percentage of revenue for each business segment in each
of FY2012 and FY2013 is set out as follows:
MSO FY2012 FY2013

S$’000 % of Revenue S$’000 % of Revenue
Baggage Handling Systems 54,204 95.2% 41,953 101.8%
Ground Support Equipment 7,601 86.8% 8,310 90.8%
Total 61,805 94.1% 50,263 99.8%
Overall, MSO as a percentage of revenue across both the Baggage Handling Systems and
Ground Support Equipment segments increased from 94.1% for FY2012 to 99.8% for FY2013, as
a result of higher costs arising from (i) revisions to certain project budgets to reflect current pricing
and specification changes; (ii) provision for liquidated claims by customers in relation to which
negotiations are on-going; and (iii) on-going negotiations on certain projects for variation orders
and prolongation claims being lower than what was expected.
Tianda Group
MSO of the Tianda Group increased by S$13.3 million or 13.8%, from S$96.3 million in FY2012
to S$109.6 million in FY2013, in line with the increase in revenue. MSO as a percentage of
revenue decreased slightly from 63.5% for FY2012 to 62.7% in FY2013. MSO as a percentage of
revenue for each business segment in each of FY2012 and FY2013 is set out as follows:
FY2012 FY2013
S$’000 % of revenue S$’000 % of revenue

Total MSO 96,309 63.5% 109,627 62.7%
The decrease in MSO as a percentage of revenue from 63.5% in FY2012 to 62.7% in FY2013
was mainly due to the Materials Handling Systems and Automated Parking Systems segments,
as the Tianda Group continued to grow its track record in these segments and increased its
margins. In general, MSO as a percentage of revenue for each business segment may fluctuate
from year to year as a result of different margins contributed by different projects.
Other income
Other income of the Enlarged Group increased by S$0.3 million or 6.7%, from S$5.5 million in
FY2012 to S$5.8 million in FY2013, due to an increase in other income of the Pteris Group,
partially offset by a decrease in other income of the Tianda Group.
Pteris Group
Other income of the Pteris Group increased by S$1.1 million or 55.0%, from S$2.0 million in
FY2012 to S$3.1 million in FY2013. This was mainly attributable to full year recognition of rental
income from the leasing of unused space at 28 Quality Road to an unrelated third party, which
commenced in June 2012.
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Tianda Group
Other income decreased by S$0.6 million or 19.4%, from S$3.4 million in FY2012 to S$2.8 million
in FY2013. This was due mainly to (i) the absence of a write-back of provisions for guarantees for
third parties of S$1.1 million which was recognised in FY2012, in relation to the contract entered
into with the Houston Airport and AHA, and (ii) a decrease in government grants by S$0.5 million.
The above was partially offset by (i) a gain of S$0.6 million arising from change in fair value of
foreign currency forward contracts entered into by the Tianda Group to manage its foreign
currency exposure, as the RMB continued to strengthen against foreign currencies during FY2013
and (ii) an increase in rental income by S$0.2 million, as more fees were received from the
leasing out of fully depreciated containers.
Staff costs
Staff costs of the Enlarged Group increased by S$4.3 million or 11.0%, from S$39.4 million in
FY2012 to S$43.7 million in FY2013. This was due to an increase in staff costs of the Tianda
Group, partially offset by a decrease in staff costs of the Pteris Group.
Pteris Group
Staff costs of the Pteris Group decreased by S$2.0 million or 9.3%, from S$21.5 million in
FY2012 to S$19.5 million in FY2013. This was mainly due to a reduction in staff headcount after
completion of major projects, as well as cost savings resulting from the Pteris Group’s strategic
relocation of its manufacturing operations to Malaysia and China where staff costs are lower.
While lower, the decrease in staff costs is not in tandem with the decrease in business activities
as a minimum staff strength needs to be maintained to ensure smooth operations.
Tianda Group
Staff costs of the Tianda Group increased by S$6.3 million or 35.8%, from S$17.9 million in
FY2012 to S$24.2 million in FY2013. The increase was largely due to the continued increase in
wages of the domestic Chinese labour force and the increased scale of the Tianda Group’s
operations.
Depreciation
Depreciation costs of the Enlarged Group decreased by S$0.2 million or 3.4%, from S$5.4 million
in FY2012 to S$5.2 million in FY2013. This was due mainly to a decrease in depreciation costs of
the Pteris Group.
Pteris Group
Depreciation costs of the Pteris Group decreased by S$0.2 million or 6.7%, from S$3.0 million in
FY2012 to S$2.8 million in FY2013, as part of the Pteris Group’s assets had been fully
depreciated in FY2013.
Tianda Group
Depreciation of the Tianda Group remained relatively stable at S$0.5 million in FY2012 and
FY2013.
Foreign exchange differences and net hedging premium

Foreign exchange differences and net hedging premium of the Enlarged Group increased from a
loss of S$0.8 million in FY2012 to a gain of S$0.1 million in FY2013, due mainly to gains
recorded by the Pteris Group, partially offset by a decrease in gains recorded by the Tianda
Group.
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Pteris Group
Foreign exchange differences and net hedging premium improved by S$1.1 million, from a loss of
S$1.3 million in FY2012 to a loss of S$0.2 million in FY2013. This was due mainly to the
appreciation of USD against SGD during FY2013, as a majority of the Pteris Group’s project
revenues are denominated in USD or USD pegged currencies.
Tianda Group
Foreign exchange differences decreased by S$0.3 million or 50.8%, from a gain of S$0.5 million
in FY2012 to a gain of S$0.2 million in FY2013, mainly due to less fluctuations in foreign
exchange rates.

Other operating expenses of the Enlarged Group increased by S$2.4 million or 7.7%, from S$31.1
million in FY2012 to S$33.5 million in FY2013. This was due to increases in other operating
expenses of the Pteris Group and the Tianda Group by S$0.5 million and S$1.9 million
respectively.
Pteris Group
Other operating expenses of the Pteris Group increased by S$0.5 million or 5.8%, from S$8.6
million in FY2012 to S$9.1 million in FY2013. This was mainly due to (i) provision for doubtful
receivables amounting to S$0.9 million; (ii) bad debts written off amounting to S$0.8 million,
partially offset by (iii) a credit adjustment of S$1.0 million in relation to government grants.
Tianda Group
Other operating expenses of the Tianda Group increased by S$1.9 million or 8.4%, from S$22.4
million in FY2012 to S$24.3 million in FY2013. This was due mainly to an increase in marketing
expenses as a result of higher provision for warranties, and an increase in general and
administrative expenses which was in line with the increase in revenue. The above was partially
offset by a decrease in allowance for impairment loss due mainly to a decrease in allowance for
impairment loss on receivables and the absence of losses from fair value changes which was
recognised in FY2012, arising from forward contracts entered into to manage its foreign currency
exposure.
Finance expenses
Finance expenses of the Enlarged Group increased by S$0.7 million or 38.4%, from S$1.6 million
in FY2012 to S$2.3 million in FY2013. This was due to an increase in finance expenses of both
the Pteris Group and the Tianda Group.
Pteris Group
Finance expenses of the Pteris Group increased by S$0.3 million or 27.3%, from S$1.1 million in
FY2012 to S$1.4 million in FY2013, due mainly to higher interest costs resulting from higher
borrowings in FY2013.
Tianda Group
Finance expenses of the Tianda Group increased by S$0.4 million or 76.7%, from S$0.5 million in
FY2012 to S$0.9 million in FY2013. This was due to an increase in borrowings to finance the
construction of the Tianda Group’s new factory and for working capital requirements.
Profit before income tax

Net loss before income tax of the Enlarged Group remained relatively stable at S$14.7 million and
S$14.8 million in FY2012 and FY2013 respectively.
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Pteris Group
The Pteris Group’s net loss before income tax remained at S$29.7 million in FY2012 and FY2013.
The net loss for FY2013 was mainly attributable to lower level of activities and less than
proportionate reduction in direct costs as well as higher operating costs contributed mainly by (i)
revisions to projects budgets to reflect current pricing and specification changes; (ii) ongoing
negotiations on certain projects for variation orders and prolongations being lower than what was
expected; (iii) provision for certain receivables which were assessed not to be recoverable; and
(iv) provision for liquidated claims by customers in relation to which negotiations are on-going.
Tianda Group
The Tianda Group’s profit before income tax remained at S$16.9 million in FY2012 and FY2013.
This was mainly attributable to an increase in revenue, offset by a reduction in other income,
increased staff costs, other operating expenses and finance expenses.
20.3 Review of financial position

20.3.1 Current assets
Current assets of the Enlarged Group comprise (i) inventories, (ii) contract work-in-progress, (iii)
trade and other receivables, (iv) cash and cash equivalents and (v) other financial assets. Current
assets of the Enlarged Group amounted to S$260.6 million, accounting for 68.9% of total assets
as at 31 December 2013.
Pteris Group
Current assets of the Pteris Group comprise (i) inventories, (ii) contract work-in-progress, (iii)
trade and other receivables, (iv) cash and cash equivalents, and (v) other financial assets. Current
assets amounted to S$89.0 million, and accounted for 75.2% of the Pteris Group’s total assets as
at 31 December 2013.
Inventories
Inventories, which comprises mainly raw materials and finished goods amounted to S$2.6 million
and accounted for 2.2% of total assets as at 31 December 2013.
Contract work-in-progress
Contract work-in-progress, which comprises costs incurred and attributable profits, net of progress
billings and allowance for foreseeable losses, amounted to S$38.1 million and accounted for
32.2% of its total assets as at 31 December 2013.
Trade and other receivables

Trade and other receivables, which comprises trade and retention receivables net of allowance for
doubtful receivables, prepayments, deposits and miscellaneous receivables, amounted to S$27.5
million and accounted for 23.2% of total assets as at 31 December 2013.
Cash and cash equivalents

Cash and cash equivalents amounted to S$20.8 million and accounted for 17.6% of total assets
Other financial assets

Other financial assets, which comprises quoted equity securities, amounted to S$0.1 million and
accounted for 0.1% of total assets as at 31 December 2013.
138
Tianda Group
Current assets of the Tianda Group comprise (i) inventories, (ii) trade and other receivables, (iii)
other financial assets, and (iv) cash and cash equivalents. As at 31 December 2013, the Tianda
Group’s current assets amounted to S$172.3 million, and accounted for 79.6% of the Tianda
Group’s total assets.
Inventories
Inventories, which comprise mainly raw materials, work-in-progress, finished goods and spares,
amounted to S$44.4 million and accounted for 20.5% of total assets as at 31 December 2013.

Trade and other receivables, which comprises mainly trade receivables, advances to and non-
trade amounts due from CIMC, prepayments, deposits and other receivables, amounted to
S$119.4 million and accounted for 55.1% of total assets as at 31 December 2013.

Other financial assets, which comprises foreign currency forward contracts entered into to
manage foreign currency exposure, amounted to S$0.6 million and accounted for 0.3% of total
assets as at 31 December 2013.

Cash and cash equivalents amounted to S$7.9 million and accounted for 3.7% of total assets as
20.3.2 Non-current Assets

Non-current assets of the Enlarged Group comprise (i) property, plant and equipment, (ii)
intangible assets, (iii) land use rights and deposit, (iv) other financial assets, (v) deferred tax
assets, and (vi) long-term prepaid expenses. Included in the non-current assets of the Enlarged
Group is an adjustment to property, plant and equipment amounting to S$44.2 million, mainly
relating to fair value adjustment for the Pteris Group’s leasehold building, assumed to be recorded
if the Proposed Transactions had taken place on 31 December 2013.
The Enlarged Group’s non-current assets amounted to S$117.7 million and accounted for 31.1%
of total assets as at 31 December 2013.
Pteris Group
Non-current assets of the Pteris Group comprise (i) property, plant and equipment, (ii) intangible
assets, (iii) other financial assets and (iv) deferred tax assets. The Pteris Group’s non-current
assets amounted to S$29.3 million and accounted for 24.7% of the Pteris Group’s total assets as
Property, plant and equipment

Property, plant and equipment, which comprise mainly leasehold and freehold land and buildings,
plant and machinery, computer systems, assets under construction and motor vehicles, amounted
to S$27.3 million and accounted for 23.1% of total assets as at 31 December 2013.
Intangible assets
Intangible assets, which comprise goodwill on acquisition through business combinations,
139
On 3 January 2012, the Pteris Group acquired 100% of the issued share capital of Aeromobiles
for S$4.6 million. The fair value of net identifiable assets was calculated at S$3.1 million and
intangible assets, which mainly comprised customer contracts, of S$46,000 was recognised. The
intangible assets was fully amortised during FY2012. The excess of purchase consideration over
the net identifiable assets of S$1.4 million was recorded as goodwill.

Other financial assets, which comprises unquoted equity securities and club memberships,
Deferred tax assets

Deferred tax assets amounted to S$0.5 million and accounted for 0.4% of total assets as at 31
December 2013.
Tianda Group
Non-current assets of the Tianda Group comprise (i) property, plant and equipment, (ii) intangible
assets, (iii) land use rights and deposit, (iv) deferred tax assets and (v) long-term prepaid
expenses. As at 31 December 2013, the Tianda Group’s non-current assets amounted to S$44.1
million and accounted for 20.4% of the Tianda Group’s total assets.

Property, plant and equipment, which comprise factory under construction, plant and buildings,
machinery and equipment, motor vehicles, office and other equipment, amounted to S$25.0
Intangible assets
Intangible assets, which comprises software and operating rights for an automated parking
system project whereby Tianda has the right to continue to charge users of the automated
parking system, and goodwill in relation to the Xinfa Acquisition, amounted to S$2.4 million and
accounted for 1.1% of total assets as at 31 December 2013.
Land use rights and deposit

Land use rights held by the Tianda Group at Baoan District for the new factory, amounted to
S$12.4 million and accounted for 5.7% of total assets as at 31 December 2013. The land use
rights are amortised over the lease term of 50 years and recognised under other operating
expenses. As at 31 December 2013, the Tianda Group also recorded deposit for land use rights
amounting to S$1.7 million, which accounted for 0.8% of total assets, for the purchase of land use
rights at Hua Bei region. The land has an approximate area of 80,000 square metres and will be
used for the Ground Support Equipment business.
Deferred tax assets

Deferred tax assets amounted to S$2.6 million and accounted for 1.2% of total assets as at 31
December 2013.
20.3.3 Current liabilities

Current liabilities of the Enlarged Group comprise mainly (i) trade and other payables, (ii) excess
of progress billing over contract work-in-progress, (iii) loans and borrowings, (iv) provisions, and
(v) provisions for taxation. The Enlarged Group’s current liabilities amounted to S$212.0 million
and accounted for 93.7% of total liabilities as at 31 December 2013.
140
Pteris Group
Current liabilities comprise mainly (i) trade and other payables, (ii) excess of progress billing over
contract work-in-progress, (iii) loans and borrowings, (iv) provisions, and (v) provisions for
taxation. The Pteris Group’s current liabilities amounted to S$82.4 million and accounted for
99.5% of the Pteris Group’s total liabilities as at 31 December 2013.
Trade and other payables

Trade and other payables, which comprises mainly trade payables, accrued operating expenses,
accrual for compensated absence, rental deposit and miscellaneous payables, amounted to
S$18.6 million and accounted for 22.5% of total liabilities as at 31 December 2013.
Excess of progress billing over contract work-in-progress

Excess of progress billing over contract work-in-progress amounted to S$7.5 million and
accounted for 9.1% of total liabilities as at 31 December 2013.
Loans and borrowings

Loans and borrowings, which comprises mainly secured term loans and finance lease liabilities,
amounted to S$52.1 million and accounted for 62.9% of total liabilities as at 31 December 2013.
The term loans are secured by a mortgage against 28 Quality Road and a debenture over the
assets of the Pteris Group. The finance lease liabilities are secured by property, plant and
equipment under the leases.
Provisions
Provisions, which comprises allowances for warranty and liquidated damages net of utilization,
Provision for warranties is made in respect of defect liabilities and claims from customers and/or
main contractors against the Pteris Group. The provision is based on management’s expectation
and estimates of claims arising, based on the assessment of various factors, including past
experience with the third party and the complexity of work performed. Based on the final outcome
of each of these warranty claims, adjustments are made when the provisions are inadequate or
excessive. The Pteris Group expects to incur the liability over the defect liability period of up to
two years. Provision for liquidated damages is made in accordance with specific clauses of the
construction contracts, which set out the obligations of the Pteris Group to compensate customers
and/or main contractors for any project delays caused by the Pteris Group. The provision is based
on formal claims received from customers and/or main contractors.
Provisions for taxation

Current tax liabilities amounted to S$0.2 million and accounted for 0.2% of total liabilities as at 31
December 2013.
Tianda Group
Current liabilities comprise (i) financial liabilities, (ii) trade and other payables, (iii) provisions, and
(iv) provision for taxation. As at 31 December 2013, the Tianda Group’s current liabilities
amounted to S$129.4 million and accounted for 95.3% of the Tianda Group’s total liabilities.
Financial liabilities
Financial liabilities, which comprises term loans, amounted to S$17.7 million and accounted for
13.0% of total liabilities as at 31 December 2013.

Trade and other payables amounted to S$100.9 million and accounted for 74.3% of total liabilities
as at 31 December 2013. This comprised mainly accruals and other payables of S$47.9 million,
trade payables of S$35.7 million, dividends payable to CIMC-HK of S$14.6 million, trade amounts
due to related companies of S$1.3 million, and amounts due to Beijing Bowei of S$1.3 million.
141
Accruals and other payables relate to advance payments from customers which will be recognised
as revenue upon commissioning and handover of products to customers, and amounts payable to
suppliers.
Provisions
Provisions, which comprise warranties for product quality and guarantees for third parties,
Guarantee for third parties were in relation to the contract entered into between the Houston
Airport, AHA and the Tianda Group.
Provision for taxation

Provision for taxation amounted to S$2.9 million and accounted for 2.1% of total liabilities as at 31
December 2013.
20.3.4 Non-current liabilities

Non-current liabilities of the Enlarged Group comprise (i) deferred tax liabilities, (ii) loans and
borrowings, and (iii) deferred income. Included in the deferred tax liabilities of the Enlarged Group
is an adjustment to reflect an increase in deferred tax liabilities by S$7.5 million, mainly relating to
the fair value adjustment for the Pteris Group’s leasehold building, assumed to be recorded if the
Proposed Transactions had taken place on 31 December 2013.
The Enlarged Group’s non-current liabilities amounted to S$14.3 million and accounted for 6.3%
of total liabilities as at 31 December 2013.
Pteris Group
Non-current liabilities of the Pteris Group comprise (i) deferred tax liabilities, and (ii) loans and
borrowings. The Group’s non-current liabilities amounted to S$0.5 million and accounted for 0.6%
of the Pteris Group’s total liabilities as at 31 December 2013.
Deferred tax liabilities

Deferred tax liabilities amounted to S$0.4 million and accounted for 0.5% of total liabilities as at
31 December 2013.
Loans and borrowings

Loans and borrowings, which comprise finance lease liabilities, amounted to S$0.1 million and
accounted for 0.1% of total liabilities as at 31 December 2013. The finance lease liabilities are
secured by property, plant and equipment under the leases.
Tianda Group
Non-current liabilities of the Tianda Group as at 31 December 2013 comprised deferred income,
which amounted to S$6.3 million and accounted for 4.7% of the Tianda Group’s total liabilities.
Deferred income relates to grants and special funds from the government, which are recognised
initially as deferred income upon receipt and when there is reasonable assurance that the
conditions associated with the grant or fund can be complied with. They are then recognised as
other income over the useful life of the related asset.
142
20.4 Liquidity and capital resources

A summary of the Enlarged Group’s pro forma consolidated statement of cash flows for FY2013
is set out below:
Unaudited
(S$’000) FY2013
Net cash generated from operating activities 661

Net cash used in investing activities (12,846)
Net cash generated from financing activities 18,158

Cash and cash equivalents at the beginning of the year 21,312
Cash and cash equivalents at the end of the year 27,815
Net cash generated from operating activities for the Enlarged Group for FY2013 amounted to
S$0.7 million. The Enlarged Group made a net loss before tax of S$3.6 million in FY2013. After
adjusting for non-cash flow items and interest income/expense, the Enlarged Group’s cash flows
before working capital changes was an outflow of S$5.0 million.
Net cash generated from working capital amounted to S$8.1 million, due mainly to:
(i) a decrease in inventories and contract work-in-progress by S$25.6 million due mainly to
more billings to the Pteris Group’s customers, as well as decreased raw materials and
work-in-progress of the Tianda Group as at 31 December 2013 as a result of improved
project management and timely delivery of products;
(ii) an increase in trade and other payables by S$13.9 million due mainly to an increase in
accruals and other payables, as well as an increase in dividends payable to shareholders at
year end for the Tianda Group;
(iii) partially offset by an increase in trade and other receivables of S$29.4 million due mainly to
an increase in trade receivables of the Tianda Group, in line with revenue growth during the
year, as well as an advance made by the Tianda Group to CIMC amounting to
approximately S$8.3 million as at 31 December 2013; and
(iv) a decrease in provisions of S$1.9 million.
The Enlarged Group paid taxes of S$2.4 million in FY2013. As a result, net cash generated from
operating activities amounted to S$0.7 million.
Net cash used in investing activities amounted to S$12.8 million, due mainly to the purchase of
property, plant and equipment amounting to S$14.4 million in relation to the Tianda Group’s
construction of its new factory and upgrading of its production and office equipment, and deposit
paid for land use rights amounting to S$1.7 million, partially offset by rental income received of
S$2.8 million and interest received of S$0.4 million.
Net cash generated from financing activities amounted to S$18.2 million, due mainly to a net
increase in borrowings amounting to S$24.0 million, partially offset by interest paid of S$2.3
million and cash and deposits pledged as security for credit facilities of S$3.6 million.
As a result of the above and after adjusting for the effect of exchange rate fluctuations, there was
a net increase of the Enlarged Group’s cash and cash equivalents of S$6.5 million, from S$21.3
million as at 1 January 2013 to S$27.8 million as at 31 December 2013, assuming that the
Proposed Transactions had taken place on 1 January 2013.
143
20.5 Capitalisation and indebtedness

Pteris Group
The following table shows the cash and cash equivalents as well as the capitalisation and
indebtedness of the Pteris Group as at 31 December 2013 and 4 May 2014:
(i) based on the Pteris Group’s audited consolidated statement of financial position as at 31
December 2013; and
(ii) based on the Pteris Group’s unaudited consolidated management accounts as at 4 May
2014.
As at As at
(S$’000) 31 December 2013 4 May 2014
CASH AND CASH EQUIVALENTS 20,799 22,336
Indebtedness
Current
– secured and guaranteed 52,142 52,587
– secured and non-guaranteed – –
– unsecured and guaranteed – –
– unsecured and non-guaranteed – –
Non-current
– secured and guaranteed 61 32
Total indebtedness(1) 52,203 52,619
Total shareholders’ equity 35,530 28,883
TOTAL CAPITALISATION AND INDEBTEDNESS 87,733 81,502
Note:
(1) Excludes bankers’ guarantees and bonds set out in the next table which are non-balance sheet items.
There were no material changes in the Pteris Group’s total capitalisation and indebtedness from
5 May 2014 to the Latest Practicable Date, save for changes in working capital and changes in its
retained earnings arising from day-to-day operations in the ordinary course of its business
operations.
144
Details of the Pteris Group’s borrowings and facilities as at the Latest Practicable Date are as
follows:-
Utilised Unutilised
amount amount
as at the as at the
Amount of Latest Latest Maturity
facilities Practicable Practicable Interest profile /
Type of granted Date Date rates per Terms of
Financial institution facility (’000) (’000) (’000) annum repayment
Syndicate of banks (the Short-term S$52,000 S$52,000 – 2.47% November

“Syndicate Banks”) revolving to 2.49% 2014
comprising credit facility
(i) Australia and New
Zealand Banking
Group Limited,
Singapore Branch;
(ii) DBS Bank Ltd;
(iii) ING Bank N.V.
Singapore Branch;
and
(iv) Standard Chartered
Bank
DBS Bank Limited Bankers’ S$30,169 S$30,169 – – –(2)

guarantees(1)
Zurich American Bonds(3) US$41,367 US$41,367 – – –(2)

Insurance Company
Maybank Banking Finance leases S$52 S$52 – 1.88% January

Berhad 2016
Total S$134,094 S$134,094 –
Notes:
(1) The Pteris Group’s bankers’ guarantees as at the Latest Practicable Date were issued to customers in respect of
secured contracts, and are equivalent to approximately 5% to 10% of the value of the contracts.
(2) The bankers’ guarantees and bonds are generally provided for the duration of the contracts with the respective
customers and any applicable warranty periods.
(3) The Pteris Group has obtained a facility which allows it to issue bonds (including but not limited to performance
bonds, maintenance bonds and payment bonds). As at the Latest Practicable Date, such bonds were issued to
customers in respect of secured contracts, and are equivalent to the full value of these contracts.
The above revolving credit facility and bankers’ guarantees are secured by (i) a debenture over
the assets of the Pteris Group and (ii) a mortgage against the leasehold building of the Group in
Singapore.
In addition, CIMC and CIMC-HK have provided a letter of comfort to the Syndicate Banks to
secure the revolving credit facility, and a letter of comfort to DBS Bank Limited to secure the
banker’s guarantee as set out above. For more information, please refer to Section 13 of this
Circular entitled “Interested Person Transactions after the Proposed Acquisition Completion”.
The Tianda Group has provided a standby letter of credit to Zurich American Insurance Company
to secure a portion of the bonds amounting to US$41,367,000. Please refer to Section B8.8
entitled “Contingent Liabilities” of the “Letter to Shareholders from the Directors of Tianda” for
further information.
145
The finance leases are secured by the property, plant and equipment under the leases.
Save as disclosed above, and in Section 20.9 entitled “Working Capital” of the Circular, as at the
Latest Practicable Date, the Pteris Group does not have any other borrowings or indebtedness in
the nature of borrowings, or any material unused sources of liquidity.
Tianda Group
The following information should be read in conjunction with the “Independent Auditors’ Reports
on the Consolidated Financial Statements of Shenzhen CIMC-Tianda Airport Support Ltd and its
subsidiaries for the Financial Years ended 31 December 2011, 2012, and 2013” as set out in
Appendix D of this Circular.
The following table shows the cash and cash equivalents as well as capitalisation and
indebtedness of the Tianda Group as at 31 December 2013 and 4 May 2014:
(i) based on the Tianda Group’s audited consolidated statement of financial position as at 31
December 2013; and
(ii) based on the Tianda Group’s unaudited consolidated management accounts as at 4 May
2014.
As at As at
(S$’000) 31 December 2013 4 May 2014
CASH AND CASH EQUIVALENTS 7,940 19,147
Indebtedness
Current
– secured and guaranteed – –
– secured and non-guaranteed 13,141 –
– unsecured and non-guaranteed 4,563 14,014
Non-current
– secured and guaranteed – –
Total shareholders’ equity 80,668 73,532
TOTAL CAPITALISATION AND INDEBTEDNESS 98,373 87,546
Notes:
(1) Excludes facilities including bankers’ guarantees, letters of credit and acceptance bills set out in the next table,
which are non-balance sheet items.
(2) The financial information presented in S$ above has been translated for the convenience of Shareholders. These
translations are made with reference to the RMB:S$ exchange rates as shown in the “Exchange Rates” Section of
the Circular and with reference to the exchange rate of RMB4.995:S$1 as at 4 May 2014, and should not be
construed as representations that the RMB amounts represent such S$ amounts or could be converted into S$ at
the rate indicated or any other rate.
146
There were no material changes in the Tianda Group’s total capitalisation and indebtedness from
5 May 2014 to the Latest Practicable Date, save for scheduled monthly repayments on bank
borrowings and changes in retained earnings arising from the day-to-day operations in the
ordinary course of business.
As at the Latest Practicable Date, the Tianda Group’s total credit facilities (utilised and unutilised)
were as follows:
Interest
Facilities Amounts Outstanding Rates
Type of facilities granted Unutilised Balance per Annum Maturity
(S$’000) (S$’000) (S$’000) (%)
CIMC Finance
– Term loans 61,233(1) 36,530(1) 24,092 3.60 - 6.15 29 April 2015
– Acceptance Bill –(1) –(1) 612 – 9 November
2014
Bank of China
– Revolving term loans 40,153 32,122 8,031 5.60 - 6.55 7 May 2015
– Forward foreign exchange 4,015 1,606 2,409 – 15 October
2014
– Bankers’ guarantees 93,355 12,578 80,777 – 23 June 2018
– Letter of credit 3,011 1,802 1,209 – 30 June 2015
– Parent loan 40,153 40,153 – – –
Nanyang Commercial Bank

– Bankers’ guarantees 24,772 24,292 480 – 20 December
2015
– Letter of credit 12,386 12,137 249 – 12 June 2014(2)
China Merchants Bank

– Revolving term loans 4,015 4,015 – 5.60 - 6.55 –
Total 283,093 165,235 117,858
Notes:
(1) The facilities granted by CIMC Finance for the term loans includes amounts granted for acceptance bills.
(2) Subsequent to the Latest Practicable Date, the amounts outstanding under the letter of credit facility from Nanyang
Commercial Bank have been repaid. However, the facility granted remains available.
translations are made with reference to the exchange rate of RMB4.981:S$1 as at the Latest Practicable Date,
and should not be construed as representations that the RMB amounts represent such S$ amounts or could be
converted into S$ at the rate indicated or any other rate.
The Tianda Group’s bankers’ guarantees, that are issued to its customers under the terms of its
contracts, are typically equivalent to approximately 10% to 50% of the contract value, and are
generally issued for the tenure of the project and the warranty period. The parent loan from Bank
of China is secured against the Tianda Group’s trade receivables. The other facilities from CIMC
Finance, Nanyang Commercial Bank, China Merchants Bank and Bank of China are unsecured
facilities. There are no existing liens over the Tianda Group’s land, property or equipment.
Save as disclosed above and in section 20.9 titled “Working Capital” of this Circular, as at the
Latest Practicable Date, the Tianda Group does not have any material unused sources of liquidity.
147
20.6 Capital expenditure and divestments

Pteris Group
The capital expenditures and divestments of the Pteris Group for the Period Under Review and
from 1 January 2014 to the Latest Practicable Date were as follows:
1 January 2014
to the Latest
(S$’000) FY2011 FY2012 FY2013 Practicable Date
Acquisition
Leasehold land and buildings 500 12 – –
Motor vehicles 275 89 3 47
Plant and machinery 271 158 88 130
Computer systems 473 110 198 46
Assets under construction(1) 433 56 25 –
Others 72 179 50 117
Acquisitions through business – 319 – –
combinations(2)
Total 2,024 923 364 340
Divestment
Leasehold land and buildings – 6 – –
Motor vehicles 268 52 – 243
Plant and machinery 291 226 65 298
Computer systems 317 – – 21
Others 28 137 – –
Total 904 421 65 562
Notes:
(1) Assets under construction relates to the development of an Enterprise Resource Planning (ERP) System.
(2) Acquisitions through business combinations comprises additions to plant and machinery, motor vehicles and others,
through the Aeromobiles Acquisition.
The capital expenditures above were mainly financed by cash generated from operations and
borrowings.
Tianda Group
The capital expenditures and divestments made by the Tianda Group in the Period Under Review
and from 1 January 2014 to the Latest Practicable Date were as follows:
1 January 2014
to the Latest
(S$’000) FY2011 FY2012 FY2013 Practicable Date
Acquisition
Machinery and equipment 119 310 114 42
Office and other equipment 196 263 216 54
Assets under construction(1) 4,608 3,465 11,552 4,820
Acquisitions through business
combinations(2) – 212 – –
Total 5,093 4,425 11,997 4,935
Divestment
Machinery and equipment 142 – 30 –
Motor vehicles 48 16 66 –
Total 196 35 196 7
148
Notes:
(1) Assets under construction relates to the construction of the Tianda Group’s new factory at Baoan District in
Shenzhen, PRC.
(2) Acquisitions through business combinations comprises of additions to machinery and equipment, motor vehicles,
and office and other equipment, through the Xinfa Acquisition.
translations are made with reference to the RMB:S$ exchange rates as shown in the “Exchange Rates” Section of
the Circular, and at the average exchange rate from 1 January 2014 to the Latest Practicable Date of
RMB4.882:S$1 and should not be construed as representations that the RMB amounts represent such S$
amounts or could be converted into S$ at the rate indicated or any other rate.
The above capital expenditures were mainly financed by cash generated from operations and
borrowings.
20.7 Commitments
Capital commitments
Pteris Group
As at the Latest Practicable Date, the Pteris Group did not have any capital investment
commitments.
Tianda Group
As at the Latest Practicable Date, the Tianda Group had the following budgeted capital commitments:
(S$’000)
Construction of new factory 34,388(1)
34,388
Notes:
(1) Budgeted capital commitments amounted to S$34.4 million, of which S$7.4 million has been committed.
The above budgeted capital commitments relate mainly to the construction of the Tianda Group’s
new facilities at the Baoan District, as well as the acquisition of land in the Hua Bei region for
another facility for the Ground Support Equipment business. These capital commitments are
expected to be financed by cash generated from operations and borrowings.
Operating lease commitments

Pteris Group
(i) As Lessee
As at the Latest Practicable Date, the Pteris Group had the following operating lease
commitments in relation to non-cancellable leases for the rental of industrial land at 28
Quality Road:
(S$’000)
Not later than one year 677

Later than one year but not later than five years 2,708
Later than five years 12,186
15,571
149
(ii) As Lessor
As at the Latest Practicable Date, the Pteris Group had the following operating lease
payments receivable in respect of non-cancellable operating leases as follows:
(S$’000)
Not later than one year 2,358

Later than one year –
2,358
The Pteris Group’s operating lease payments receivable relate to its leasehold building which it
leases out. The tenures for these lease agreements are generally for 3 years.
Tianda Group
As at the Latest Practicable Date, the future minimum lease payments of the Tianda Group under
non-cancellable operating leases of land and fixed assets were payable as follows:
As lessee
(S$’000)
Within one year 1,694

Between one and two years 710
Between two and three years 680
More than three years 2,766
5,850
Note:
The Tianda Group leases a number of warehouses, factory facilities and land under operating
leases. Except for the land held under operating lease, the leases typically run for a period of one
year, with an option to renew the lease when all the terms are renegotiated. The Tianda Group
also leases land for its production plant under operating leases expiring in 2025.
The above operating lease payment commitments are expected to be financed by cash generated
from operations.
20.8 Contingent liabilities

Pteris Group
As at the Latest Practicable Date, the Pteris Group had no contingent liabilities.
Tianda Group
As at the Latest Practicable Date, the Tianda Group had contingent liabilities in respect of
outstanding balance of letters of guarantee issued totalling S$27.8 million, including S$26.3
million of performance guarantees and S$1.4 million of guarantees issued to suppliers.
150
20.9 Working Capital

Pteris Group
The Pteris Group financed its operations through a combination of shareholders’ equity (including
retained profits) and borrowings from financial institutions. Its principal uses of cash had been for
working capital requirements and capital expenditure.
Based on the audited combined financial statements of the Pteris Group, the Pteris Group
generated cash flows from operating activities of S$3.8 million in FY2012 while cash flows used in
operating activities were S$1.7 million in FY2011 and S$11.6 million in FY2013 respectively. As at
31 December 2013, the Group’s cash and cash equivalents amounted to S$20.8 million, and its
working capital amounted to S$6.6 million. As at 31 December 2013, the Group’s working capital
ratio (defined as current assets divided by current liabilities) was 1.1 times, and its gearing ratio
(defined as the sum of borrowings from financial institutions divided by shareholders’ equity) was
1.5 times.
As at the Latest Practicable Date, the Pteris Group had cash and bank balances amounting to
S$16.2 million, total borrowings of S$52.2 million, and no unutilised banking facilities. Details of
the facilities are set out in Section 20.5 entitled “Capitalisation and Indebtedness” of this Circular.
As at the Latest Practicable Date, the Pteris Group has breached a financial covenant in relation
to this revolving credit facility as it did not fulfill the requirement to maintain a tangible net worth of
no less than S$40.0 million at all times. As a result, the Syndicate Banks are contractually entitled
to request immediate repayment of the outstanding loan amounts. However, the banks have
provided a waiver for the aforementioned financial covenant breach from 1 January 2014 until the
earlier of 31 August 2014 or the Proposed Acquisition Completion Date, subject to the following:-
(1) as a condition precedent for the waiver to become effective – receipt by the Syndicate
Banks of a copy of the executed financial support undertaking provided by CIMC-HK to
Pteris; and
(2) as an ongoing requirement for the waiver to remain effective – Pteris’ Board of Directors to
remain substantially unchanged until completion of the Proposed Acquisition,
(the “Syndicate Banks Waiver”).
As at the Latest Practicable Date, the above conditions stipulated by the Syndicate Banks have
been fulfilled.
Tianda Group
The Tianda Group financed its operations through a combination of shareholders’ equity
(including retained profits), net cash generated from operating activities, and borrowings from
banks and related parties. Its principal uses of cash had been for working capital requirements
and capital expenditure.
Based on the audited consolidated financial statements of the Tianda Group, the Tianda Group
generated cash flows from operating activities of RMB46.6 million and RMB67.4 million in FY2011
and FY2013 respectively. Cash flows used in operating activities amounted to RMB34.4 million in
FY2012, due to increase in inventory and an increase in trade receivables in line with business
expansion. As at 31 December 2013, the Tianda Group’s cash and cash equivalents amounted to
RMB38.3 million, and its working capital amounted to RMB206.8 million. As at 31 December
2013, the Tianda Group’s working capital ratio (defined as current assets divided by current
liabilities) was 1.3 times, and its gearing ratio (defined as the sum of borrowings from financial
institutions, amounts owing to related parties for working capital purposes and dividends payable
divided by shareholders’ equity) was 0.4 times.
As at the Latest Practicable Date, the Tianda Group had cash and bank balances amounting to
RMB210.5 million, borrowings amounting to RMB160.0 million, and unutilised credit facilities
amounting to RMB823.0 million.
151
As at the Latest Practicable Date, none of the entities in the Tianda Group are in breach of any of
the terms and conditions or covenants associated with any credit arrangement or bank loan which
could materially affect its financial position and results or business operations, or the investments
by its shareholders.
The Enlarged Group

Based on the pro forma combined financial information of the Enlarged Group, the Enlarged
Group generated cash flows from operating activities of S$0.7 million in FY2013. As at 31
December 2013, the Enlarged Group’s cash and cash equivalents amounted to S$28.0 million,
and its working capital amounted to S$48.6 million. As at 31 December 2013, the Enlarged
Group’s working capital ratio (defined as current assets divided by current liabilities) was 1.2
times, and its gearing ratio (defined as the sum of borrowings from financial institutions, amounts
owing to related parties for working capital purposes and dividends payable divided by
shareholders’ equity) was 0.6 times.
As at the Latest Practicable Date, the Enlarged Group had cash and bank balances amounting to
S$58.5 million, borrowings amounting to S$84.3 million and unutilised credit facilities amounting
to S$165.2 million.
In connection with the Proposed CIMC Acquisition, CIMC has provided a letter of undertaking to
the Company dated 27 May 2014 for the provision of financial support by the CIMC Group to the
Pteris Group, the Tianda Group and/or the Enlarged Group (the “Financial Support
Undertaking”). Pursuant to the Financial Support Undertaking, the CIMC Group will, subject to
compliance with the listing rules of the Hong Kong Stock Exchange and Shenzhen Stock
Exchange:-
(a) use its best endeavour to provide financial assistance to the Pteris Group, for an amount of
up to S$20.0 million, to enable it to continue to operate and to fulfil all its financial and
operational obligations during the period commencing from the date of the Financial
Support Undertaking up to Proposed Acquisition Completion Date;
(b) take any necessary measures to provide financial support to the Tianda Group to enable
the Tianda Group to continue to operate and to fulfil all financial and operational obligations
during the period commencing from the date of the Financial Support Undertaking up to the
Proposed Acquisition Completion Date; and
(c) take any necessary measures to provide financial support to the Enlarged Group to enable
the Enlarged Group to continue to operate and to fulfill all financial and operational
obligations during the period commencing from the Proposed Acquisition Completion Date
up to 12 months thereafter.
Any loans advanced or procured by the CIMC Group pursuant to the Financial Support
Undertaking would be extended at interest rates equivalent or lower and relevant terms no less
favorable than that which would have been extended to the Pteris Group, the Tianda Group or the
Enlarged Group respectively by unrelated third parties, subject to the listing rules of the Hong
Kong Stock Exchange and Shenzhen Stock Exchange.
Subject to the completion of the Proposed Acquisition, the early repayment of any loans
advanced by the CIMC Group to the Enlarged Group will be subject to review by the Audit and
Risk Committee of the Enlarged Group, taking into account the financial position and cash flow of
the Enlarged Group and/or any other factors that may potentially affect the financial position or
cash flow of the Enlarged Group.
152
Taking into account the above, the Post-Completion Board is of the reasonable opinion that, after
taking into account the Syndicate Banks’ Waiver, the cash flows generated from the Enlarged
Group’s operations, together with the existing cash and cash equivalents, existing bank facilities
and the Financial Support Undertaking from CIMC, the working capital available to the Enlarged
Group is sufficient for its present requirements and for at least 12 months after the Proposed
Acquisition Completion Date.
The Financial Adviser and Proposed Sponsor is of the reasonable opinion that, after having made
due and careful enquiry and after taking into account the Syndicate Banks’ Waiver, the cash flows
generated from the Enlarged Group’s operations, together with the existing cash and cash
equivalents, existing bank facilities and the Financial Support Undertaking from CIMC, the
working capital available to the Enlarged Group is sufficient for its present requirements and for at
least 12 months after the Proposed Acquisition Completion Date.
20.10 Foreign Exchange Management

Accounting treatment of foreign currencies
The accounting records for the companies within the Enlarged Group will be maintained in their
respective functional currencies.
In preparing the financial statements of the Enlarged Group, transactions in currencies other than
the entity’s functional currency are recorded at the rate of exchange prevailing on the date of the
transaction. At the end of each reporting period, monetary items denominated in foreign
currencies are re-translated at the rates prevailing at the end of the reporting period. Non-
monetary items carried at fair value that are denominated in foreign currencies are re-translated
at the rates prevailing on the date when the fair value was determined. Non-monetary items that
are measured in terms of historical cost in a foreign currency are not re-translated.
Exchange differences arising on the settlement of monetary items, and on re-translation of

monetary items are included in profit or loss for the period. Exchange differences arising on the
re-translation of non-monetary items carried at fair value are included in profit or loss for the
period except for differences arising on the re-translation of non-monetary items in respect of
which gains and losses are recognised in other comprehensive income. For such non-monetary
items, any exchange component of that gain or loss is also recognised in other comprehensive
income.
For the purpose of presenting consolidated financial statements, the assets and liabilities of the
Enlarged Group’s foreign operations are expressed in S$ using exchange rates prevailing at the
end of the reporting period. Income and expense items are translated at the average exchange
rates for the period, unless exchange rates fluctuate significantly during that period, in which case
the exchange rates at the dates of the transactions are used. Exchange differences arising, if any,
are recognised in other comprehensive income and accumulated in a separate component of
equity under the header of foreign currency translation reserve.
On consolidation, exchange differences arising from the translation of the assets and liabilities of
foreign entities are recognised in other comprehensive income and accumulated in a separate
component of equity under the header of foreign currency translation reserve.
Foreign Exchange Exposure

The Pteris Group
The reporting currency of the Pteris Group is S$ and its operations are primarily carried out in
Singapore. Some of its revenues and costs are transacted in other currencies such as USD, RMB,
QAR, INR, AED and TWD.
153
The percentages of the Pteris Group’s revenues and MSO denominated in the different currencies
for the Period Under Review were as follows:
FY2011 FY2012 FY2013
(%) (%) (%)
Percentage of revenue denominated in

SGD 39% 29% 40%
RMB 15% 36% 31%
USD 13% 16% 17%
QAR 10% 6% –
INR 9% 7% 1%
Others(1) 14% 6% 11%
100% 100% 100%
Percentage of MSO denominated in

SGD 32% 36% 47%
RMB 15% 27% 19%
USD 12% 9% 11%
QAR 9% 7% 1%
INR 12% 8% 7%
MYR 8% 4% 6%
Others(1) 12% 9% 9%
100% 100% 100%

Note:
(1) Others includes EUR, CAD, AED, TWD and HKD.
The Pteris Group’s net foreign exchange gains and losses for the Period Under Review were as
follows:
FY2011 FY2012 FY2013
Net foreign exchange gains/(losses) (S$’000) 284 (1,418) (150)
As a percentage of revenue (%) 0.2 2.2 0.3
As a percentage of profit/(loss) before tax (%) 34.5 4.8 0.5
The Tianda Group

The reporting currency of the Tianda Group is RMB and its operations are primarily carried out in
PRC. Some of its revenues and costs are transacted in other currencies such as USD or EUR.
The percentages of the Tianda Group’s revenues and MSO denominated in the different
currencies for the Period Under Review were as follows:
FY2011 FY2012 FY2013

(%) (%) (%)
Percentage of revenue denominated in

RMB 36% 65% 54%
EUR 40% 25% 13%
USD 24% 7% 17%
Others(1) – 3% 16%
100% 100% 100%
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FY2011 FY2012 FY2013

(%) (%) (%)
Percentage of MSO denominated in

RMB 80% 83% 79%
EUR 9% 10% 17%
USD 11% 6% 4%
Others(1) – 1% –
100% 100% 100%
Note:
(1) Others include HKD, CAD and Macau Pataca.
The Tianda Group’s net foreign exchange gains for the Period Under Review were as follows:
FY2011 FY2012 FY2013
Net foreign exchange gains (RMB’000) 2,792 2,443 1,185
As a percentage of revenue (%) 0.5% 0.3% 0.1%
As a percentage of profit/(loss) before tax (%) 5.2% 2.9% 1.4%
Foreign Exchange Management

To the extent that the revenues and costs of the Pteris Group and the Tianda Group are not
naturally matched in the same currency and to the extent that there are timing differences
between invoicing and collection or payment, each of the Pteris Group and the Tianda Group is
exposed to adverse fluctuations of the various currencies which could adversely affect its financial
results and position.
The Pteris Group currently manages its foreign currency exposure arising from transactions by
matching, as far as possible, receipts and payments in various currencies. The Pteris Group may
also enter into foreign currency forward contracts where necessary to hedge its exposure to
foreign currencies, based on sales and purchase contracts entered into and expectations of
movements in exchange rates. In deciding whether to hedge the Pteris Group’s exposure to
foreign currencies, the cost of hedging, especially for long-term receivables or payables, will also
be taken into consideration. In general, the Pteris Group will hedge at least 50% of the contract
value of confirmed contracts, while monitoring the total value of outstanding foreign currency
contracts.
Currently, the Tianda Group also manages its foreign currency exposure arising from transactions
by matching, as far as possible, receipts and payments in various currencies. The Tianda Group
may also enter into foreign currency forward contracts where necessary to manage its exposure
to foreign currencies, based on sales and purchase contracts entered into and expectations of
movements in exchange rates.
Going forward, the management of the Enlarged Group will continue to monitor the foreign
exchange risk of the Enlarged Group and may employ hedging instruments to manage its foreign
exchange exposure. Prior to implementing a formal hedging policy for the Enlarged Group, the
management of the Enlarged Group will seek the approval of the Post-Completion Board on the
policy and put in place adequate procedures which shall be reviewed and approved by the Audit
and Risk Committee. Thereafter, all hedging transactions entered into by the Enlarged Group will
be in accordance with the set policies and procedures.
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21. CORPORATE GOVERNANCE

21.1 Board Practices
The Post-Completion Board recognises the importance of corporate governance to Shareholders,
and will exert its best efforts to implement the good practices recommended in the Code of
Corporate Governance.
Upon the Proposed Acquisition Completion, the Proposed Director will be appointed to the Board.
The Post-Completion Board will then comprise the Existing Board (save for Mr. Lim Joo Boon,
who shall resign from the Board upon completion of the Proposed Acquisition) and the Proposed
Director.
The Enlarged Board has, upon the recommendation of the Nomination and Remuneration
Committee, proposed the following changes to the Enlarged Board upon the Proposed Acquisition
Completion:
(a) Mr. Li Yinhui shall be appointed as the non-executive Chairman of the Enlarged Group;
(b) Mr. Fong Heng Boo shall be designated as the Lead Independent Director of the Enlarged
Board. As Lead Independent Director, he is the contact person for Shareholders in
situations where there are concerns or issues which communication with the non-executive
Chairman, Group Chief Executive Officer or the Group Chief Financial Officer has failed to
resolve or where such communication is inappropriate. Mr. Fong Heng Boo shall also be
appointed as a member of the Nomination and Remuneration Committee; and
(c) Dr. Soon Kong Ann shall be re-designated as an Independent Director of the Enlarged
Board.
The Post-Completion Board will comprise eight (8) Directors, of which four (4) will be Independent
Directors. Dr. Soon Kong Ann, who is currently a Substantial Shareholder, will cease to be a
Substantial Shareholder upon the CIMC Completion. Save as disclosed, the Independent
Directors do not have any existing business or professional relationship of a material nature to the
Enlarged Group, the other Directors and/or Substantial Shareholders. The Independent Directors
are also not related to other Directors and/or Substantial Shareholders.
The Post-Completion Board will have overall responsibility for the corporate governance of the
Enlarged Group so as to protect and enhance long-term shareholder value. It will set the overall
strategy for the Enlarged Group and supervise executive management and monitor their
performance. Apart from its statutory responsibilities, the Post-Completion Board will be
responsible for:
(a) reviewing the financial performance and condition of the Enlarged Group;
(b) approving the Enlarged Group’s strategic plans, key operational initiatives, major investment
and funding decisions; and
(c) identifying principal risks of the Enlarged Group’s business and ensuring the
implementation of appropriate systems to manage the risks.
The Post-Completion Board will hold quarterly meetings every year, with additional meetings for
particular matters convened when necessary. The Post-Completion Board will also review the
internal control and risk management systems of the Enlarged Group at least annually to ensure
that there are sufficient guidelines and procedures in place to monitor its operations.
The Post-Completion Board will continue to implement a policy of providing full disclosure of
material corporate information as commercially appropriate through press announcements, press
releases, Shareholders’ circulars as well as through the interim and annual financial results
announcements.
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Every Director will be expected, in the course of carrying out his duties, to act in good faith,
provide insights and consider at all times, the interests of the Company.
All other matters will be delegated to various committees (the “Post-Completion Board
Committees”) whose actions will be monitored by the Post-Completion Board. These committees
include the Audit and Risk Committee, the Nomination and Remuneration Committee and the
Information and Technology Committee, and each of the Post-Completion Board Committees
operates within clearly defined terms of reference and functional procedures.
21.2 Audit and Risk Committee

The Audit and Risk Committee of the Post-Completion Board will comprise Dr. Soon Kong Ann,
Ms. Gan Siok Loon, Mr. Robert Chew and Mr. Fong Heng Boo. The chairman of the Audit and
Risk Committee is Mr. Fong Heng Boo.
The Audit and Risk Committee of the Post-Completion Board will assist the Post-Completion
Board in discharging their responsibility to safeguard the assets, maintain adequate accounting
records, and develop and maintain effective systems of internal control, with the overall objective
of ensuring that management creates and maintains an effective control environment in the
Enlarged Group following the Proposed Acquisition Completion. The Audit and Risk Committee of
the Post-Completion Board will provide a channel of communication between the Post-Completion
Board, the management and the external auditors of the Group on matters relating to audit
following the Proposed Acquisition Completion.
In particular, the Audit and Risk Committee of the Post-Completion Board will meet at least
quarterly, following the Proposed Acquisition Completion, to discuss and review the following
where applicable:
(a) assist the Post-Completion Board in the discharge of its responsibilities on financial
reporting matters;
(b) review, with the internal and external auditors, the audit plans, scope of work, their
evaluation of the system of internal accounting controls, their management letter and the
management’s response, and results of the audits compiled by the internal and external
auditors of the Enlarged Group;
(c) review the periodic consolidated financial statements and results announcements before
submission to the Post-Completion Board for approval, focusing in particular, on changes in
accounting policies and practices, major risk areas, significant adjustments resulting from
the audit, the going concern statement, compliance with financial reporting standards as
well as compliance with the Catalist Rules and any other statutory and regulatory
requirements;
(d) review the effectiveness and adequacy of the internal control procedures of the Enlarged
Group addressing financial, operational, information technology and compliance risks, and
ensure co-ordination between the internal and external auditors of the Enlarged Group, and
management of the Enlarged Group, reviewing the assistance given by its management to
the auditors, and discuss problems and concerns, if any, arising from the interim and final
audits, and any matters which the auditors may wish to discuss (in the absence of the
management of the Enlarged Group where necessary);
(e) review the scope and results of the external audit, and the independence and objectivity of
the external auditors;
(f) review and discuss with the external auditors any suspected fraud or irregularity, or
suspected infringement of any relevant laws, rules or regulations, which has or is likely to
have a material impact on the Enlarged Group’s operating results or financial position, and
the management’s response;
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(g) make recommendations to the Post-Completion Board on the proposals to the

Shareholders on the appointment, reappointment and removal of the external auditors, and
approving the remuneration and terms of engagement of the external auditors;
(h) review significant financial reporting issues and judgments with the Group Chief Financial
Officer and the external auditors so as to ensure the integrity of the financial statements of
the Enlarged Group and any formal announcements relating to the Enlarged Group’s
financial performance before their submission to the Post-Completion Board;
(i) review and report to the Post-Completion Board at least annually the adequacy and
effectiveness of the Enlarged Group’s material internal controls with the Group Chief
Financial Officer, the finance manager and the internal and external auditors, including
financial, operation, compliance and information technology controls via reviews carried out
by the internal auditors;
(j) review and approve transactions falling within the scope of Chapter 9 and Chapter 10 of the
Catalist Rules (if any);
(k) review any potential conflicts of interest and take any necessary steps to resolve and
mitigate such conflicts of interest;
(l) review the suitability of the Group Chief Financial Officer and the Chief Financial Officer of
the Tianda Group (or such other relevant subsidiary), as well as the adequacy of the
finance team on an on-going basis;
(m) review and approve all hedging policies and instruments (if any) to be implemented by the
Enlarged Group;
(n) undertake such other reviews and projects as may be requested by the Post-Completion
Board and report to the Post-Completion Board its findings from time to time on matters
arising and requiring the attention of the Audit and Risk Committee;
(o) review the financial risk areas of the Enlarged Group, with a view to providing an
independent oversight on the Enlarged Group’s financial reporting, the outcome of such
review to be disclosed in the annual reports or if the findings are material, to be
immediately announced via SGXNET;
(p) review and establish procedures for receipt, retention and treatment of complaints received
by the Enlarged Group, inter alia, criminal offences involving the Enlarged Group or its
employees, questionable accounting, auditing, business, safety or other matters that impact
negatively on the Enlarged Group;
(q) review the Enlarged Group’s compliance with such functions and duties as may be required
by statute or the Catalist Rules, and by such amendments made thereto from time to time;
(r) review arrangements by which the staff of the Enlarged Group may, in confidence, raise
concerns about improprieties in matters of financial reporting or other matters, and to
ensure that those arrangements are in place for independent investigations of such matters
and for appropriate follow-up; and
(s) undertake generally such other functions and duties as may be required by law or the
Catalist Rules, and by such amendments made thereto from time to time.
In addition, all future transactions with interested parties shall comply with the requirements of the
Catalist Rules and in accordance with guidelines and review procedures of the Proposed IPT
Mandate. As required by paragraph 9(e) of Appendix 4C of the Catalist Rules, the Directors of the
Post-Completion Board shall abstain from voting in any contract or arrangement or proposed
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contract or arrangement in which he has a direct or indirect personal material interest. Please
refer to Section 13 entitled “Interested Person Transactions after the Proposed Acquisition
Completion” of this Circular for further details.
Apart from the duties listed above, the Audit and Risk Committee of the Post-Completion Board
shall commission and review the findings of internal investigations into matters where there is any
suspected fraud or irregularity, or failure of internal controls or infringement of any law, rule or
regulation which has or is likely to have a material impact on the Enlarged Group’s operating
results and/or financial position. The Audit and Risk Committee shall also have the power to
appoint a special auditor, where appropriate. Each member of the Audit and Risk Committee shall
abstain from voting on any resolutions in respect of matters in which he is interested.
The Audit and Risk Committee, having (i) conducted an interview with Mr. Vince Toh Yang Kang
(who will be the Group Chief Financial Officer of the Enlarged Group); (ii) considered his
qualifications and past working experience; (iii) observed his abilities, familiarity and diligence in
relation to the financial matters and information of the Pteris Group; and (iv) noted the absence of
any negative feedback from internal auditors and external auditors of the Group, are of the view
that Mr. Vince Toh Yang Kang is suitable for the position of the Group Chief Financial Officer of the
Enlarged Group.
To the best of their knowledge and belief, nothing has come to their attention to cause them to
believe that Mr. Vince Toh Yang Kang does not have the competence, character and integrity
expected of a Group Chief Financial Officer of a company listed on the SGX-ST.
The Audit and Risk Committee, having conducted an interview with Mr. Zhu Wenyuan (who will be
the Chief Financial Officer of the Tianda Group after the Proposed Acquisition), and having
considered:
(i) the qualifications and past working experience of Mr. Zhu Wenyuan;
(ii) Mr. Zhu Wenyuan’s involvement in the finance-related matters of the Tianda Group in
connection with the preparation for the Proposed Acquisition;
(iii) Mr. Zhu Wenyuan’s experience in compliance with the applicable rules of the Hong Kong
Stock Exchange and Shenzhen Stock Exchange in his role as the Finance Manager of the
Tianda Group which is a subsidiary of Hong Kong and Shenzhen-listed CIMC; and
(iv) Mr. Zhu Wenyuan has received relevant training to familiarise himself with the Catalist
Rules and the Code of Corporate Governance, and will continue to attend relevant training
on an on-going basis where applicable,
is of the view that Mr. Zhu Wenyuan is suitable for the position of the Chief Financial Officer of the
Tianda Group.
In preparation for the Proposed Acquisition, the Company had engaged Moore Stephens LLP as
the internal auditors to conduct a review and assessment of the pertinent business processes and
operations of the Tianda Group. Moore Stephens LLP is satisfied that all findings noted in the
course of their review have been adequately resolved. In addition, the external auditors, KPMG
LLP, confirmed that during the course of their audit, nothing came to their attention that caused
them to believe that there were material weaknesses in the design or operation of the accounting
and internal control systems which would have required a change in the auditors’ report on the
consolidated financial statements of the Tianda Group for FY2011, FY2012 and FY2013.
In view of the Proposed Acquisition that the Company is undergoing, the Existing Board currently
relies, inter alia, on external audit reports and the management letter prepared by the external
auditors on any material non-compliance or internal control weaknesses. The external auditors
confirmed that during the course of their audit, nothing came to their attention that caused them
to believe that there were material weaknesses in the design or operation of the accounting and
159
internal control systems which would have required a change in the auditors’ report on the
consolidated financial statements of the Pteris Group for FY2011, FY2012 and FY2013. Based on
the internal controls established and maintained by the Pteris Group, work performed by the
external auditors and reviews performed by management, the Existing Board, with the
concurrence of the Audit and Risk Committee, is of the opinion that the Pteris Group’s internal
controls, addressing financial, operational, compliance and information technology risks, and risk
management systems are adequate as at the Latest Practicable Date in its current business
environment.
The Audit and Risk Committee of the Company shall ensure that an internal auditor, the suitability
of which is to be assessed by the Enlarged Board and the Sponsor, is engaged to perform a full
internal controls review of the Pteris Group’s internal controls including financial, operational,
compliance and information technology controls, within six (6) to nine (9) months from the
Proposed Acquisition Completion Date.
The internal controls procedures to be implemented for the Enlarged Group upon completion of
the Proposed Acquisition have been harmonized in relation to key control areas, including
procedure manuals for financial reporting and cash management processes, as well as approval
authority limits across key business areas. These proposed procedures have been reviewed by
the Audit and Risk Committee and the Enlarged Board.
Following the Proposed Acquisition Completion, the Audit and Risk Committee shall engage an
internal auditor, the suitability of which is to be assessed by the Enlarged Board and the Sponsor,
to perform a review to confirm that harmonised internal controls procedures in relation to the key
control areas relating to financial reporting, cash management processes and approval authority
limits are adequate and have been satisfactorily implemented by the Enlarged Group. The above
review is to be completed within six (6) to nine (9) months from the Proposed Acquisition
Completion Date.
The Audit and Risk Committee shall take steps to ensure that harmonised internal controls
procedures across all business processes of the Enlarged Group are established and
implemented, taking into account the recommendations of the external auditors, Moore Stephens
LLP and/or the CIMC Group’s internal audit team (each as applicable).
Based on the foregoing, the Post-Completion Board, with the concurrence of the Audit and Risk
Committee, is of the opinion that the internal controls of the Enlarged Group are adequate as at
the Latest Practicable Date to address financial, operational, compliance and information
technology risks of the Enlarged Group.
Following the completion of the Proposed Acquisition, and upon satisfactory completion of the
abovementioned reviews within six (6) to nine (9) months of the Proposed Acquisition Completion
Date, the Audit and Risk Committee may either: (i) engage an internal auditor; or (ii) work with the
CIMC Group’s internal audit team, to carry out an annual internal audit, to satisfy the Audit and
Risk Committee that the Enlarged Group’s internal controls are robust and effective enough to
mitigate any significant internal control weaknesses that may arise.
21.3 Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Post-Completion Board will comprise Ms.
Gan Siok Loon, Mr. Fong Heng Boo, Mr. Robert Chew and Mr. Low Kok Hua. The chairman of the
Nomination and Remuneration Committee is Ms. Gan Siok Loon.
The Nomination and Remuneration Committee has been set up and is responsible for, inter alia,
the following functions:
(a) making recommendations to the Post-Completion Board on all Post-Completion Board

appointments of new Directors and re-nomination of existing Directors (including
Independent Directors) taking into consideration each Director’s contribution and
performance;
160
(b) determining annually whether a Director is independent as defined under the Code of
Corporate Governance;
(c) ensuring that all members of the Post-Completion Board submit themselves for re-
nomination and re-election at regular intervals;
(d) determining whether or not a Director is able to carry out his duties in light of his
commitments to other companies; and
(e) recommending to the Post-Completion Board a framework of remuneration for the Directors
of the Enlarged Board and Proposed Executive Officers and key executives, and determine
specific remuneration packages for each of the Directors.
The Nomination and Remuneration Committee of the Post-Completion Board will also decide on
how the Post-Completion Board’s performance is to be evaluated and propose objective
performance criteria, subject to the approval of the Post-Completion Board, which addresses how
the Post-Completion Board is to enhance long-term Shareholders’ value. The Post-Completion
Board will also implement a process to be carried out by the Nomination and Remuneration
Committee of the Post-Completion Board for assessing the effectiveness of the Post-Completion
Board as a whole and for assessing the contribution of each individual Director to the
effectiveness of the Post-Completion Board.
The recommendations of the Nomination and Remuneration Committee will be submitted for
endorsement by the Post-Completion Board. All aspects of remuneration, including but not limited
to directors’ fees, salaries, allowances, bonuses, options and benefits-in-kind shall be covered by
the Nomination and Remuneration Committee. Each member of the Nomination and
Remuneration Committee shall abstain from voting on any resolutions, making recommendations
and/or participating in any deliberations of the Nomination and Remuneration Committee in
respect of his remuneration package and/or the assessment of his performance or re-nomination
as Director.
The total remuneration of the employees who are related to the Directors and Substantial
Shareholders will be reviewed annually by the Nomination and Remuneration Committee to
ensure that their remuneration packages are in line with the staff remuneration guidelines and
commensurate with their respective job scopes and level of responsibilities. They will also review
and approve any bonuses, pay increases and/or promotions for these employees. The Nomination
and Remuneration Committee will review and approve any employment of persons related to the
Directors and Substantial Shareholders and the proposed terms of their employment. In the event
that a member of the Nomination and Remuneration Committee is related to the employee under
review, he will abstain from such review.
The remuneration paid to employees who are immediate family members of the Directors and/or
the Group Chief Executive Officer will be disclosed in the annual report, following the Proposed
Acquisition Completion, in the event such remuneration exceeds S$50,000 for that FY.
21.4 Information and Technology Committee

The Information and Technology Committee of the Post-Completion Board will comprise Mr. Low
Kok Hua and Mr. Robert Chew. The chairman of the Information and Technology Committee is Mr.
Robert Chew.
The Information and Technology Committee has been set up to be responsible for, inter alia, the
following functions:-
(a) setting guidelines for management with regard to:
(i) the basis for agreeing on and implementing the most effective mechanisms for
supplying IT facilities and infrastructure to the Group;
161
(ii) support and training for the members of the Group in their use of IT for
administration and research;
(b) advising on the information technology strategy of the Group in the light of changing
technology and other external factors; and
(c) reviewing the Group’s information technology policies to ensure that these policies make
the most effective use of the information technology resources available within the Group.
21.5 Information Disclosure

Following the Proposed Acquisition Completion, the Enlarged Group will continue to implement a
policy of providing full disclosure of material corporate information as commercially appropriate
through press announcements, press releases and shareholders’ circulars as well as through the
statutory interim and annual financial results announcements.
21.6 Legal Representative(s)

21.6.1 PRC subsidiaries of the Company
Mr. Vince Toh Yang Kang and Mr. Mike Fong Meng Chai are the legal representatives of Pteris
Global (Beijing) Ltd and Pteris Global (Suzhou) Ltd respectively, which are PRC subsidiaries of
the Company.
The Company’s legal advisers on PRC Law, GFE Law Office, have confirmed the following:-
(a) The legal representatives each have the following powers in accordance with PRC Law:-
(i) to act as the representative of the respective PRC subsidiaries of the Company; and
(ii) to execute contracts on behalf of the respective PRC subsidiaries of the Company.
(b) Pursuant to the Registration Administration of Legal Representatives of Legal Entities in the
PRC, for a legal entity to register the change of its legal representative, the following
documents shall be submitted to the relevant registration authority:
(i) the dismissal document of the existing legal representative of the legal entity;
(ii) the appointment document of the new legal representative of the legal entity; and
(iii) an application to register the change of legal representative, signed by the existing
legal representative or the new legal representative.
(c) Based on the articles of association of Pteris Global (Beijing) Ltd and Pteris Global
(Suzhou) Ltd, each of their respective shareholders shall be able to, either directly or
indirectly, control the appointment and dismissal of their respective legal representatives.
In respect of Pteris Global (Beijing) Ltd and Pteris Global (Suzhou) Ltd, there is a risk that the
Pteris Group and/or its subsidiaries in the PRC will be held liable should its legal representative
perform any unauthorised actions on its behalf. In this regard, the following measures have been
implemented in order to mitigate such a risk:-
(a) an internal control system to ensure that there is proper authorisation as to disbursements
and delegation of authority;
(b) safeguarding controls over all the company seals and cheque books; and
(c) internal controls procedures ensuring segregation of duties in the cash management
process including receipts and disbursements.
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21.6.2 The Tianda Group

The legal representatives of the PRC companies in the Tianda Group are as follows:
Name of entity Name of the legal representative
Tianda Li Yinhui (李胤辉)
Xinfa Zheng Zuhua (郑祖华)
Tianda Logistics Zheng Zuhua (郑祖华)
CIMC-Langfang Zheng Zuhua (郑祖华)
CIMC Longyan Zheng Zuhua (郑祖华)
CIMC Kunshan Chang Shaomin (常绍民)
The Company’s legal advisers on PRC Law, GFE Law Office, has confirmed the following:-
(a) Mr. Li Yinhui (being the legal representative of Tianda), Mr. Zheng Zuhua (being the legal
representative of Xinfa, Tianda Logistics, CIMC-Langfang and CIMC Longyan) and
Mr. Chang Shaomin (being the legal representative of CIMC Kunshan), each have the
following powers in accordance with PRC Law:-
(i) to act as the representative of the respective PRC subsidiaries in the Tianda Group;
(ii) to execute contracts on behalf of the respective PRC subsidiaries in the Tianda
Group; and
(iii) to call and hold the board meeting of the respective PRC subsidiary in the Tianda
Group (if applicable).
(c) Based on the articles of association of Tianda, Tianda Logistics and CIMC Kunshan, each
of their respective shareholders shall be able to, either directly or indirectly, control the
appointment and dismissal of their respective legal representatives.
(d) Based on the articles of association of Xinfa:
(i) The board of directors of Xinfa comprise three (3) members, two (2) of whom are
nominated by Tianda, and one (1) of whom is nominated by a third party;
(ii) The chairman of the board of directors of Xinfa is appointed and removed by the
board of directors, by way of majority vote;
(iii) The chairman of the board of directors of Xinfa will be the legal representative of
Xinfa; and
163
(iv) Tianda, as a shareholder with 70% of the voting power of Xinfa, can remove its
nominated directors unilaterally, without any consent from the other shareholder, or
the nominated director.
(e) Based on the articles of association of CIMC Longyan:
(i) The board of directors of CIMC Longyan comprises five (5) members, three (3) of
whom are nominated by Tianda, and two (2) of whom are nominated by a third party;
(ii) The chairman of the board of directors of CIMC Longyan is one (1) of the directors
nominated by Tianda;
(iii) The chairman of the board of directors of CIMC Longyan will be the legal
representative of CIMC Longyan; and
(iv) Tianda, as a shareholder with 60% of the voting power of CIMC Longyan, can
remove its nominated directors unilaterally, without any consent from the other
shareholder, or the nominated director.
In respect of the Tianda Group, there is a risk that Tianda and/or its subsidiaries in the PRC will
be held liable should its legal representative perform any unauthorised actions on its behalf. In
this regard, the following measures have been implemented for Tianda and its subsidiaries in the
PRC in order to mitigate such a risk:
(a) an internal control system to ensure that there is proper authorisation as to disbursements
(b) safeguarding controls over all the company seals and cheque books; and
(c) internal controls procedures ensuring segregation of duties in the cash management
process including receipts and disbursements.
Furthermore, each of Tianda and the Company have respectively undertaken that upon CIMC-
Langfang becoming a “principal subsidiary” of the Enlarged Group for the purposes of the Catalist
Rules, Tianda and the Company respectively will amend the articles of association of CIMC-
Langfang to reflect that the shareholders of CIMC-Langfang shall be able to, either directly or
indirectly, control the appointment and dismissal of its legal representative.
GFE Law Office and the Enlarged Board believe that the above measures in Section 21.6.1 and
21.6.2 are reasonably sufficient to safeguard against any of the legal representatives of the
Enlarged Group undertaking any unauthorised actions on behalf of the subsidiaries of the
Enlarged Group in the PRC and GFE Law Office and the Enlarged Board are of the opinion that
the processes and procedures put in place will be adequate to mitigate the risks in relation to the
appointment of the legal representatives of the principal subsidiaries of the Enlarged Group in the
PRC.
21.6.3 Confirmation from the Audit and Risk Committee and the Enlarged Board
The Audit and Risk Committee has noted that there are risks in relation to the appointment of the
legal representative in the Enlarged Group’s principal PRC subsidiaries, including but not limited
to, concentration of authority and impediments to their removal. After having reviewed such risks,
the above measures and noting that the articles of association of the principal PRC subsidiaries
of the Enlarged Group have been amended and the Company shall be able to, directly or
indirectly, control the appointment and dismissal of the legal representative of the relevant
principal PRC subsidiary, the Audit and Risk Committee is of the view that there are adequate
processes and procedures in place to mitigate the risks in relation to the appointment of the legal
representative of the principal PRC subsidiaries of the Enlarged Group.
164
Based on the above, the Enlarged Board believes that the above measures are reasonably
sufficient to safeguard against any of the legal representatives of the Enlarged Group undertaking
any unauthorised actions on behalf of the Enlarged Group and/or its principal subsidiaries in the
PRC and the Enlarged Board is of the opinion that the processes and procedures put in place will
be adequate to mitigate the risks in relation to the appointment of the legal representative of the
Enlarged Group’s principal subsidiaries in the PRC.
None of the Independent Directors of the Company sits on the board of the Company’s principal
subsidiaries that are based in jurisdictions other than Singapore.
21.7 Term of Office of the Directors

The New Articles provide that the Board of Directors will consist of not less than two (2) Directors.
Under the New Articles, at least one-third of the Directors are required to retire from office at
every annual general meeting of the Company and every Director must retire from office at least
once every three (3) years. A retiring Director is eligible and may be nominated for re-election.
21.8 Potential Conflict of Interests

In general, a conflict of interest arises when any of the Directors, Group Chief Executive Officer
and Controlling Shareholders of the Enlarged Group or their associates is carrying on or has any
interest in any other corporation carrying on the same business or dealing in similar products as
the Enlarged Group.
The CIMC Group is currently engaged in the business of manufacturing loaders and other airport
equipment in the Netherlands through its wholly-owned subsidiary, Air Marrel S.A.S. Save for Air
Marrel S.A.S., none of the companies in the CIMC Group are engaged in the same business
carried on by the Enlarged Group.
CIMC has entered into a deed of non-compete (“Non-Compete Undertaking”) with the Company,
pursuant to which, for so as long as it remains a Controlling Shareholder of the Company, CIMC
will undertake, inter alia, that save for its existing business activities undertaken by Air Marrel
S.A.S., it and its associates will not directly or indirectly, carry on or be engaged or interested in
any capacity in any business carried on by the Enlarged Group.
In addition to the above, any potential conflicts of interests arising from the business activities of
Air Marrel S.A.S. will be mitigated in view of a call option granted by CIMC to the Company,
pursuant to which the Company has the right to require CIMC to sell all shares held by it in Air
Marrel S.A.S. to the Company or any of the companies in the Enlarged Group, as the Company
may direct (“Call Option”). The consideration for the purchase of these shares shall be based on
the prevailing market value as determined by an independent valuer at the time of the exercise of
the Call Option, and subject to any applicable laws and regulations. The Company may exercise
the Call Option for so long as CIMC and its associates remains a Controlling Shareholder of the
Company.
Save as disclosed in Section 13 entitled “Interested Person Transactions after the Proposed
Acquisition Completion” of this Circular, none of the Directors, Proposed Director, Group Chief
Executive Officer, Controlling Shareholders, Executive Officer, Proposed Executive Officers and/or
any of their associates has any material interest, whether direct or indirect, in:
(a) any material transactions to which the Enlarged Group was or is a party;
(b) any corporation which carries on the same business or deals in similar products as the
existing business of the Enlarged Group; or
(c) any corporation that is the Enlarged Group’s customer or supplier of goods or services.
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22. RISK FACTORS

An investment in the Shares of the Company following the Proposed Acquisition Completion
involves a number of risks, some of which, including market, liquidity, credit, operational, legal and
regulatory risks, could be substantial and inherent in the business of the Enlarged Group.
Shareholders should carefully evaluate the following considerations and all of the other
information set forth in this Circular before deciding on how to cast their votes at the EGM. The
following risk factors relate principally to the industry and countries in which the Enlarged Group
will operate following the Proposed Acquisition Completion. Other considerations relate principally
to general economic, regulatory and political conditions.
Following the Proposed Acquisition Completion, if any of the following considerations, risks and
uncertainties develops into actual events, the business, financial condition, results of operations,
cash flows and prospects of the Enlarged Group could be, directly or indirectly, materially and
adversely affected.
To the best of the Directors’ and Proposed Director’s knowledge and belief, and having made all
enquiries that are reasonable under the circumstances, all risk factors which are material to
Shareholders in making an informed judgment of the Proposed Acquisition and the Enlarged
Group have been set out in this Circular.
This Circular also contains forward-looking statements that involve risks and uncertainties. The
actual results could differ materially from those anticipated or implied in these forward-looking
statements as a result of certain factors, including the risks faced by the Enlarged Group
described below and elsewhere in this Circular.
As the business of the Enlarged Group will comprise the business of the Pteris Group and the
business of the Tianda Group going forward, Shareholders should note that the risk factors in
relation to the business and industry of the Pteris Group and the business and industry of the
Tianda Group as disclosed in Section 22.1 entitled “Risks relating to the Business and Industry of
the Pteris Group” of this Circular and Section B10 entitled “Risk Factors Relating To The Tianda
Group” of the “Letter To Shareholders from the Directors of Tianda” respectively shall also apply to
the Enlarged Group.
22.1 Risks relating to the Business and Industry of the Pteris Group
(a) The Pteris Group has experienced and may continue to experience negative working
capital
On 2 April 2014, the Company announced that in the audited financial statements of the
Pteris Group for FY2013, the auditor’s report contains an emphasis of matter whereby inter
alia, the auditors have indicated:
“The net losses exceed the Group’s net current assets at 31 December 2013 of
$6,629,000. The Company’s remaining equity may not be sufficient to support its day-to-day
operations. … These conditions indicate the existence of a material uncertainty which may
cast significant doubt on the Company’s ability to continue as a going concern, and
therefore, its ability to realise its assets and discharge its liabilities in the normal course of
business.”
The Pteris Group is subject to the risk that its current assets and cash generated from
operations will be insufficient to meet its obligations under the current liabilities. In such
event, additional capital, debt or other forms of financing may be required to fund its
working capital. If the aforesaid events occur and the Pteris Group is unable, for any
reason, to raise additional capital, debt or other financing for its working capital
requirements, its business, operating results, liquidity and financial position will be
adversely affected.
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Please refer to Section 20 entitled “Management’s Discussion and Analysis of Results of

Operations and Financial Position of the Enlarged Group” of this Circular for more
information.
(b) The Pteris Group may face liquidity risks

Similar to most other companies in the Pteris Group’s industry, receivables are based on
projects’ milestones. In a typical project payment schedule, customers will pay an advance
payment as initial payment. Subsequent payments are received from customers based on
progressive claims for work done. In the meantime, payments are made by the Pteris
Group for operating activities such as purchases of materials and components for
fabrication. This creates timing mismatch in terms of cash inflow and outflow. As such, the
Pteris Group requires high working capital and these are financed by the advance
payments collected from customers, internal resources of the Pteris Group and its present
banking facilities. Banks enforce stringent conditions for working capital financing and
hence, there is no assurance that the Pteris Group is able to continue to obtain such
financing from the banks. In the event that the Pteris Group is unable to continue obtaining
such financing from the banks, the business, financial condition, results of operations,
prospects, profitability and financial performance of the Pteris Group may be materially and
adversely affected.
(c) The Pteris Group’s business is largely project-based and its revenue is dependent on it
securing new contracts
As a project-based engineering group and similar to most such companies, the Pteris
Group’s revenue is directly related to the amount of orders it secures. The Pteris Group
therefore has to continuously and consistently secure new customers and/or new projects.
The delay in the award of new contracts or the release of new tenders will lead to lower
order book secured for the FY. The number of projects that the Pteris Group may secure is
contingent on its ability to secure projects as well as the availability of airport development
projects which include the upgrading, expansion or building of new airports. In the event
that the Pteris Group is not able to secure projects and/or if there is a lack of suitable
projects available, the business, financial condition, results of operations, prospects,
profitability and financial performance of the Pteris Group may be materially and adversely
affected.
(d) The Pteris Group is reliant on the aviation industry

As the Pteris Group is a solution provider of airport logistics systems, its operations are
dependent on the level of activities and development in the aviation industry. Such activities
are mainly affected by the growth of air passenger and cargo traffic which are directly
influenced by the global economic, social and political conditions and also new operational
requirements such as security screening.
Statutory rules and regulations, policies, directives and budget promulgated by the various
governments relating to capital expenditures and/or infrastructure investments in this
industry are also contributory factors to the growth of the industry. Accordingly, the
performance of the Pteris Group would be affected by the outlook of the industry.
(e) The Pteris Group faces intense competition from existing competitors and new entrants in
providing airport logistics systems businesses
The Pteris Group operates in a niche industry where it competes with international players.
The Pteris Group faces intense competition from its existing competitors as well as new
entrants to the industry. Some of the Pteris Group’s competitors may have wider
geographical presence, greater financial resources and technical expertise, longer track
records, greater brand equity, and/or stronger relationship with customers and suppliers
than it has. If the barriers of entry are lowered due to the rapidly changing environment, it
will likely result in more intense competition from both existing and new industry players.
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Furthermore, intense competition may lead to downward price pressure for the products
and services that the Pteris Group supplies. This may lead to lower margin and may have a
material adverse effect on the Pteris Group’s prospects, financial performance, liquidity and
financial condition.
(f) The Pteris Group may be adversely affected by cost over-runs

The prices of the Pteris Group’s contracts are fixed and are agreed upon at the point of
signing of the contracts. As project costs are estimated during tender period, there is no
assurance that the Pteris Group’s actual costs incurred will not exceed the estimated costs,
due to under-estimation of costs, wastage, inefficiency, damage or additional costs incurred
during the course of the contract. Any such cost over-runs in a contract may adversely
affect the Pteris Group’s profitability. In addition, costs are also subject to global inflation,
especially for projects which are implemented over periods of more than 12 months.
Although the Pteris Group has placed measures to control costs, there is no assurance that
these measures will adequately manage any escalation in costs. In the event of such
escalation in costs, the cash flow, financial condition, and financial performance of the
Pteris Group may be materially and adversely affected.
(g) The Pteris Group may be exposed to the risk of inability to claim for variation orders
During the course of a project that may be undertaken by the Pteris Group from time to
time, the Pteris Group may be requested to perform additional works which are not
specified in the original contract or to carry out variations to the specifications stipulated in
the original contract with its customers. In order to facilitate the completion of a project
within stipulated deadlines, these variation orders may need to be carried out before the
additional charges for these variation works are agreed between our customers and the
Pteris Group. Hence, the claims and/or final values of such variation orders may be subject
to dispute by the customer. The Pteris Group’s financial performance, cash flow and
financial condition may be adversely affected if we are required to bear any part of the
variation costs.
(h) The Pteris Group is exposed to various project management risks, and owes contractual
and legal obligations
In the course of developing the systems and products, the Pteris Group may experience
certain design differences leading to disruption to the project schedule. Furthermore,
unforeseen circumstances such as logistics disruptions, machine down-time due to
maintenance or break-down, unfavourable weather or unanticipated construction
constraints at the work site may arise during the course of project execution. As these
circumstances may require additional works which may lead to higher costs and prolonged
schedule over-run, it may erode our profit margin for the project. Any major disruption to the
Pteris Group’s facilities, worksite and/or project schedules due to, inter alia, the foregoing
reasons could also have a material adverse effect on the Pteris Group’s operations and the
Pteris Group’s financial results.
Contract agreements stipulate the Pteris Group’s legal obligations to fulfill project
requirements such as the systems delivery, time frame and other contractual conditions.
The Pteris Group could be liable to pay liquidated damages in the event of its failure to fulfill
the contractual obligations. In addition, if a customer prematurely terminates a contract, it is
possible that the Pteris Group may not be adequately compensated. Premature termination
may also expose the Pteris Group to claims from its subcontractors and/or suppliers in
event that the Pteris Group terminates their services for the related projects. Such incidents
may adversely affect the Pteris Group’s business, financial performance and financial
condition.
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(i) The Pteris Group may be exposed to foreign exchange risks

A significant portion of the projects that the Pteris Group has currently secured are
dominated in USD or USD-pegged currencies, and the Pteris Group may be increasingly
exposed to other currencies when it expands geographically. Consequently, portions of the
Pteris Group’s costs, profit margins and asset values are affected by fluctuations in the
exchange rates among the above-mentioned currencies. In general, the Pteris Group
hedges at least 50% of its foreign currency exposures, and receipts and payments are
matched against their source currencies to minimise exchange differences.
To the extent that the Pteris Group’s revenue, purchase and operating costs are not
sufficiently matched in the same currency and to the extent that there are timing differences
between receipt and payment, the Pteris Group will be exposed to any adverse fluctuation
in the exchange rates between foreign currencies and the Singapore dollar. Although the
Pteris Group enters into foreign exchange forward contracts to mitigate foreign exchange
exposure, the impact of future exchange rate fluctuations on the Pteris Group’s revenue,
cost of sales and margins cannot be accurately predicted. Some of the currencies may not
be convertible or exchangeable or may be subject to exchange controls.
In addition, the reporting currency for the Pteris Group is Singapore dollars. Exchange rate
gains or losses will arise when the assets and liabilities in foreign currencies are translated
or exchanged into Singapore dollars for financial reporting or repatriation purposes. If the
foreign currencies depreciate against the Singapore dollar, this may adversely affect the
consolidated financial statements of the Pteris Group.
(j) The Pteris Group may be exposed to interest rate risks

The Pteris Group is subject to interest rate fluctuations as it may have term loans which are
re-priced quarterly and short term loans which the Pteris Group pays at prevailing market
rate when they are drawn down.
In addition, the Pteris Group may be subject to market disruption clauses contained in its
loan agreements with banks. Such clauses state that to the extent that the banks may face
difficulties in raising funds in the interbank market or are paying materially more for
interbank deposits than the displayed screen rates, they may pass on the higher costs of
funds to the Pteris Group despite the margins agreed. As a result, the Pteris Group’s
performance could be adversely affected by interest rate fluctuations.
(k) The Pteris Group is reliant on the availability of trade facilities

As part of project requirements, the Pteris Group often has to provide bankers’ guarantee
or surety bonds in the form of tender bonds, advance payment bonds, performance bonds
and warranty bonds. In the event that the Pteris Group is unable to perform its contractual
obligations, the beneficiaries of these bonds would be able to claim damages up to the
bond values. Such bonds usually represent 10% to 20% of the project value. In certain
regions, the bonds can amount up to 50% or 100% of the project value. The wordings of
these guarantees express the Pteris Group’s legal obligation for each project as well as the
financial risk exposures in the event the Pteris Group fails to meet the requirements. The
Pteris Group therefore relies on the banks and surety houses to provide such trade facilities
to meet the requirements of the Pteris Group’s projects. In the event that the Pteris Group
is unable to continue obtaining such trade facilities, the business, financial condition, results
of operations, prospects, profitability and financial performance of the Pteris Group may be
materially and adversely affected.
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(l) The Pteris Group operates in countries where it will be subject to local legal and regulatory
conditions and may be affected by the political, economic and social conditions in these
countries
Over 80% of the Pteris Group’s revenue is derived from its overseas projects. The Pteris
Group also has subsidiaries situated in Canada, the PRC, Malaysia, USA and United
Kingdom. Some of the countries in which the Pteris Group operates have been affected by
political upheavals, internal strife, civil commotions, epidemics and terrorist attacks. The
recurrence of these political and social conditions in countries where the Pteris Group
currently or may in the future operate, may affect its ability to provide its services to its
customers in those countries.
The Pteris Group’s business and operations are also subject to the legal and regulatory
framework in these countries. Laws and regulations governing business entities in these
countries may change and are often subject to a number of possibly conflicting
interpretations, both by business entities and by the courts. Changes and uncertainty
surrounding governmental policies, in particular, with respect to business laws and
regulations, licenses and permits, taxation, inflation, interest rates, currency fluctuations,
price and wage controls, exchange control regulations, labour laws and expropriation may
adversely affect the Pteris Group’s business, financial condition and results of operations.
(m) The Pteris Group is exposed to supply chain risks

The main components for the Pteris Group’s works are steel metals, motors and control
panels. In most projects, the requirement for specific brands and technical specification are
pre-determined by the end customers.
As such, the Pteris Group is reliant on suppliers, some of whom are also its competitors, to
provide the required components. There is no assurance that the Pteris Group will continue
to be able to obtain these components from its suppliers at acceptable prices, quality and
delivery time. In the event that the Pteris Group’s suppliers are unable to meet its
requirements, or it is unable to obtain sufficient quantities or adequate quality of these
materials at reasonable prices or if it is unable to pass on the higher costs of these
materials to its customers, the Pteris Group’s profitability may be adversely affected. In
most projects, the Pteris Group may sub-contract a certain portion of the contracts. Where
the Pteris Group has subcontracted such works, it is exposed to the timely delivery and the
quality required of the works sub-contracted to its sub-contractors. In the event that the sub-
contractor is unable to perform the works, the Pteris Group will be exposed to the ultimate
contract performance of the scope of sub-contracted works. The Pteris Group’s profitability
and financial condition will be adversely affected should it be unable to obtain other
subcontractors or is unable to perform the works from its internal resources at the price
allocated to the sub-contractor.
(n) The Pteris Group may be subject to potential litigation or it may need to incur additional
costs or liquidated damages in the event of disputes, claims, defects or delays
The Pteris Group typically provides average warranty periods of one (1) to two (2) years for
projects. During this warranty period, the Pteris Group is required to rectify defects at no
cost to the customers. The customers of the Pteris Group can also return defective
components of our products to us during the warranty period. An increase in the rate of
warranty claims or the occurrence of unexpected warranty claims, or if the Pteris Group is
required to rectify defects during the warranty period which result in substantial additional
costs being borne by the Pteris Group, may cause the Pteris Group’s business, financial
results, financial condition, cash flows and results of operations to be materially and
adversely affected.
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The Pteris Group may encounter disputes with its customers, contractors and/or
subcontractors in relation to, inter alia, non-compliance with contract specifications, defects
in workmanship and materials used, or non-fulfilment of contracts. In such an event, the
customers of the Pteris Group may demand for compensation and it may be required to
pay liquidated damages. There can be no assurance that any of such disputes and claims
will not result in protracted litigation. In the event that we are unable to reach a settlement
with the customer, contractors and/or the subcontractor, the Pteris Group may have to incur
expenses related to such claims and compensation, which will have a negative impact on
its profits, cash flow and financial position.
Further, in the event that disputes or disagreements over the final value of variation orders
result in litigation, the Pteris Group may incur additional legal costs without achieving a
successful claim. If these develop into actual events or litigation becomes protracted, its
business and financial performance may be adversely affected.
(o) The Pteris Group is exposed to customers’ credit risks

Whilst the Pteris Group’s customer base is mostly airport authorities and reputable
business partners, it may nonetheless be exposed to credit risk resulting from outstanding
debts and receivables. In the event that the Pteris Group is unable to collect its accounts
receivables from its customers, the business, cash flow, financial condition, results of
operations, prospects, profitability and financial performance of the Pteris Group may be
materially and adversely affected.
(p) The Pteris Group depends on the competitiveness of technology

The Pteris Group may not be able to keep up with technological advancement. The
competitiveness of its products is dependent on the technology employed. Some of the
competitors may develop more advanced technology and produce higher quality
equipment. If the Pteris Group is not able to produce competitive products, it may not be
able to maintain its competitive edge, and its business, prospects, financial performance
and financial condition may be materially and adversely affected.
(q) The Pteris Group’s insurance coverage may be inadequate

The Pteris Group does not maintain an expansive insurance policy which covers all losses.
The high costs of obtaining and maintaining insurance coverage for such events are not
practical for the operations of the Pteris Group. There can be no assurance that the Pteris
Group’s insurance policies would be adequate to cover all such consequential loss of
business. In the event that the Pteris Group’s insurance coverage is not extensive enough
to cover all such losses, claims and/or liabilities, this may result in an adverse effect on the
Pteris Group’s financial and operational performance.
(r) The Pteris Group will be exposed to potential liability and loss arising from damages, injury
or death due to accidents at its factory premises and third party client’s premises
The Pteris Group faces the inherent risk of accidents involving its employees or third
parties on its factory premises and customers’ premises even if adequate safety measures
are in place. Such accidents, or mishaps may severely disrupt the Pteris Group’s operations
and lead to a delay in the completion of a project, and in the event of such delay, the Pteris
Group could be liable to pay compensation, such as liquidated damages, under the contract
with the customer. In such an event, the Pteris Group’s business, operating results and
financial performance may be materially and adversely affected.
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Further, such accidents or mishaps may subject the Pteris Group to claims from workers or
other persons involved in such accidents or mishaps for damages suffered by them. In the
event that any accidents which are not covered by the Pteris Group’s insurance policies
occur, or if claims arising from such accidents are in excess of its insurance coverage
and/or any of its insurance claims are contested by its insurers, the Pteris Group will be
required to pay compensation and its financial performance may be adversely affected.
Such insurance claims may also result in higher insurance premiums payable by the Pteris
Group in the future. These may have an adverse effect on the Pteris Group’s financial
results. In addition, the contractors and/or sub-contractors may be required by regulatory
authorities, to suspend their operations for a period of time or pay fines. The potential
resultant imposition of fines and penalties and possible delays in project completion, cost
overruns and/or liquidated damages, may in turn affect the Pteris Group’s profitability,
reputation and the prospects.
Any accidents or mishaps resulting in significant damage to the Pteris Group’s machinery
or equipment may also have a significant adverse effect on the Pteris Group’s business,
financial condition and operating results.
(s) The Pteris Group’s future success depends on its ability to retain its Executive Director,
senior management and other skilled personnel
The airport logistics systems business is a niche industry which requires highly skilled
personnel. Substantial reliance is placed on the experience and knowledge of the technical
personnel and management team. Skilled personnel with the requisite experience in the
Pteris Group’s industry are limited and competition for the employment of such personnel is
intense. The Pteris Group cannot prevent employees from terminating their respective
contracts in accordance with the relevant agreed conditions. Finding suitable replacements
for such key personnel could be difficult and time-consuming, and competition for such
experienced personnel is intense. There is no assurance that the Pteris Group will be able
to attract the necessary skilled personnel to work in the regions which it operates. The loss
of the services of one or more members of our key management personnel, or other skilled
personnel without suitable replacements due to their departure or other reasons, could
materially and adversely affect the Pteris Group’s business, succession planning, financial
condition and results of operations.
The Pteris Group’s future success depends substantially on the continued services of its
Executive Director and senior management team, in particular, Mr. Zheng Zuhua, who is an
aviation industry veteran.
If any member of the Pteris Group’s Executive Directors, senior management team or key
employees are unable or unwilling to continue in their present positions, they may not be
able to replace them easily in a timely manner or at all, or the Pteris Group may incur
additional expenses to recruit, train and retain personnel. Moreover, if any of these key
personnel joins a competitor, the Pteris Group may lose customers, suppliers, know-how
and key professionals and staff members. The loss of any key personnel could have a
material adverse effect on the Pteris Group’s business, financial condition and results of
operations.
In addition, the Post-Completion Board believes that the Pteris Group’s future success will
depend largely on its ability to attract and retain highly skilled and qualified personnel to
recruit, train and manage its employees. There can be no guarantee that suitably skilled
and qualified individuals will be identified and employed or contracted on satisfactory terms
or at all. If the Pteris Group fails to recruit or retain the necessary personnel, the business,
financial condition, results of operations, prospects, profitability and financial performance
may be materially and adversely affected.
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(t) The Pteris Group’s subsidiaries in the PRC may incur liability pursuant to unauthorized acts
carried out by its legal representatives
The Pteris Group has certain subsidiaries in the PRC which are required by law to appoint
a legal representative to be the responsible person to perform the duties and powers on
behalf of such PRC subsidiary. In the event that the legal representatives of any of the PRC
subsidiaries of the Pteris Group perform any unauthorized actions in contravention of the
law and/or its contractual obligations purportedly on behalf of the relevant PRC
subsidiaries, there is a risk that the Pteris Group and/or its subsidiaries in the PRC may be
held liable for such acts. While measures and control procedures have been implemented
in order to mitigate such a risk, there is no assurance that the legal representatives will
adhere to such measures and control procedures. Further information on the measures that
have been taken in relation to the current legal representatives of the relevant subsidiaries
in the PRC for the Pteris Group and the Tianda Group are set out in Section 21.6 entitled
“Legal Representative(s)” of this Circular. In the event that any of the legal representatives
incurs liability without authorization on behalf of the Pteris Group and/or any of its PRC
subsidiaries, the business, financial condition, results of operations, prospects, profitability
and financial performance of the Pteris Group may be materially and adversely affected.
(u) The business of the Pteris Group depends on the adequate protection of its patents,
intellectual property rights and other proprietary rights
The continued success of the Pteris Group depends on its ability to obtain and maintain
adequate intellectual property protection for its technologies, products, preserve its trade
secrets, prevent third parties from infringing upon its proprietary rights, and operate without
infringing upon the proprietary rights of others.
There can be no assurance that existing patent applications of the Pteris Group will be
successful or that any intellectual property right or protection which the Pteris Group
presently holds will not be successfully challenged, narrowed, invalidated or circumvented.
There can also be no assurance that any intellectual property right or protection that the
Pteris Group may obtain in future will provide competitive advantage for its products. It will
not be certain from the outset whether the Pteris Group has infringed any patent claim
upon commercialisation, unless and until a court rules on a patent claim in the context of
litigation.
In the event that there is inadequate protection of the patents, intellectual property rights
and other proprietary rights of the Pteris Group, or that the Pteris Group has infringed any
patent claim upon commercialisation, the business, financial condition and results of
operations of the Pteris Group may be materially and adversely affected.
22.2 Risks relating to the Business and Industry of the Tianda Group
Following the Proposed Acquisition Completion, risk factors in relation to the Tianda Group will
also be relevant to the Enlarged Group. Please refer to Section B10 of the “Letter to Shareholders
from the Directors of Tianda” entitled “Risk Factors Relating to the Tianda Group” for the risks
relating to the business and industry of the Tianda Group and the risks relating to regulations
imposed on the Tianda Group in the countries of its operations.
22.3 Risks relating to Investment in the Shares of the Enlarged Group

(a) No prior market for the Shares of the Company on an Enlarged Group basis, and there may
not be an active or liquid market on the SGX-ST for the Company’s Shares
There has been no public market for the trading of shares in Tianda. While the Shares of
the Company have been traded on the Main Board, the Shares of the Company on an
Enlarged Group basis have never been traded. As such, there can be no assurance that an
active trading market for the Shares will develop, or if developed, will be sustained after the
Proposed Acquisition Completion. In addition, there is no assurance of the liquidity of the
Shares on the Catalist.
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The trading prices of the Shares could be subject to fluctuations in response to variations in
the Enlarged Group’s results of operations, changes in general economic conditions,
changes in accounting principles or other developments affecting the Enlarged Group, its
customers or its competitors, changes in financial estimates by securities analysts, the
operating and stock price performance of other companies and other events or factors,
many of which are beyond the Enlarged Group’s control. Volatility in the price of the Shares
may be caused by factors outside of the Enlarged Group’s control or may be unrelated or
disproportionate to our results of operations. It may be difficult to assess the Enlarged
Group’s performance against either domestic or international benchmarks.
(b) The global financial markets have experienced significant deterioration and volatility, which
have had negative repercussions on the global economy and, as a result, may adversely
affect business operations
Since the global economic downturn in late 2008, there have been adverse developments
in the global financial markets. These developments include a general slowing of economic
growth in the USA, Europe and globally, substantial volatility in equity securities markets,
and volatility and tightening of liquidity in credit markets. It is difficult to predict how long
these developments will exist and which markets and businesses of the Enlarged Group
may be affected. These developments could continue to present risks for an extended
period of time for the Enlarged Group, including a potential slowdown in sales to customers,
increase in interest expenses on bank borrowings, or reduction of the amount of banking
facilities currently available. There can be no assurance that measures implemented by
governments around the world to stabilise the credit and capital markets will improve
market confidence and the over credit environment and economy. If the recovery in the
global economy is halted or reversed, the Enlarged Group’s business, financial condition
and results of operations and the market price of the Company’s Shares may be adversely
affected.
(c) Concentration of control

On the Final Completion Date, the Vendors Concert Party Group will collectively hold
approximately 76.30% of the Enlarged Share Capital based on the Maximum Dilution
Scenario, which will enable the Vendors to influence the outcome of matters submitted to
Shareholders for approval. As a result, the Vendors will be able to exercise significant
influence over all matters requiring Shareholders’ approval, including the election of
directors and the approval of significant corporate transactions except where they are
required by the Catalist Rules to abstain from voting. The Vendors will also effectively have
veto power with respect to any Shareholder action or approval requiring a special
resolution. Such concentration of ownership will place the Vendors in a position to affect
significantly corporate actions in a manner that could conflict with the interest of public
Shareholders and may also have the effect of delaying, preventing or deterring a change in
control of the Company, which may otherwise have benefited the Shareholders.
(d) Future sale of securities by the Vendors and/or their designated holders may adversely
affect the price of the Shares
On the Final Completion Date, the Vendors and/or their designated holders will collectively
hold approximately 76.30% of the Enlarged Share Capital based on the Maximum Dilution
Scenario. Although the Shares held by the Vendors and/or their designated holders are
subject to moratorium, any sale of a significant number of such Shares after the expiration
of the applicable moratorium period by the Vendors and/or their designated holders, or the
perception that such sales may occur, could materially and adversely affect the market
price of the Shares and may thereby also affect the Enlarged Group’s ability to raise funds
through the issue of equity or other forms of securities.
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(e) Protection afforded to the Shareholders under Singapore laws is limited as the Tianda
Group’s assets and operations are mainly located in the PRC
Upon the Proposed Acquisition Completion, a significant proportion of the Enlarged Group’s
operations and assets will be located in the PRC and are therefore subject to the relevant
laws of the PRC. As a result, it may be difficult for investors to effect service of process in
Singapore, or to enforce a judgment obtained in Singapore against the Tianda Group or
other relevant persons. In particular, judgments of a Singapore court may not be
enforceable in the relevant foreign jurisdiction. It may also be difficult for investors to take
legal action against the Tianda Group or other relevant persons in a foreign jurisdiction and
the costs of bringing such an action may be prohibitive.
(f) Existing Shareholders will face immediate and substantial dilution and may experience
future dilution to shareholdings
The Proposed Acquisition Completion will result in immediate dilution to the shareholdings
of the existing Shareholders as a result of the allotment and issuance of the CIMC
Consideration Shares, the CIMC Deferred Consideration Tranche 1 Shares, the CIMC
Additional Shares, the Management Co Consideration Shares, the Management Co
Deferred Consideration Tranche 1 Shares, the Management Co Additional Shares, the AM
In addition to the Scheme, the Company may also issue new Shares or convertible
securities, share options or share awards under any employee share schemes that may be
implemented after the Proposed Acquisition Completion. This may lead to further dilution to
the shareholdings of the existing Shareholders.
(g) The Enlarged Group may experience capital market risks and its Share price may be
volatile, which could result in substantial losses for investors after the Proposed Acquisition
Completion Date
The performance of the Enlarged Group on the Catalist is very much dependent on
external factors such as the performance of the regional and world bourses and the flows
of foreign funds. Sentiments are also largely driven by internal factors such as the
economic and political conditions in Singapore as well as the growth potential of the various
sectors of the economy. These factors invariably contribute to the volatility of trading
volumes witnessed on Catalist, thus adding risk to the market price of the listed securities.
The market price of the Shares may also fluctuate significantly and rapidly as a result of,
inter alia, the following factors, some of which are beyond the control of the Company and
the Enlarged Group:
variations in the Enlarged Group’s results of operations;
the success or failure of the Enlarged Group’s management team in implementing

business and growth strategies;
gain or loss of an important business relationship;
announcements of significant contracts, acquisitions, strategic alliances, joint

ventures or capital commitments;
changes in securities analysts’ recommendations, perceptions or estimates of the

Enlarged Group’s financial performance;
changes in conditions affecting the industry, the general economic conditions or stock
market sentiments or other events or factors;
involvement in litigation;
175
any negative publicity on the Enlarged Group;
unforeseen contingent liabilities of the Enlarged Group;
addition or departure of key personnel;
fluctuations in share prices of companies with similar business to the Enlarged Group
that are listed in Singapore;
differences between the actual financial operating results of the Enlarged Group and
those expected by investors;
foreign exchange fluctuations and translations; and
general economic and stock market conditions.
(h) Additional funds raised through issue of new Shares for future growth will dilute
Shareholders’ equity interests
The Enlarged Group may require additional funding for capital expenditure or working
capital requirements, and may in the future expand its capabilities and business through
acquisitions, joint ventures, strategic partnerships and alliances with parties who can add
value to the business. The Enlarged Group may require additional equity funding and the
equity interests of current Shareholders will be diluted should new Shares be issued to fund
such purposes.
(i) Negative publicity may adversely affect the price of the Shares
Negative publicity involving the Enlarged Group or any of the Directors, Executive Officers,
Proposed Director, Proposed Executive Officers, Controlling Shareholders and Substantial
Shareholders of the Company may adversely affect the market perception or the price of
the Shares.
(j) The Enlarged Group may not be able to realise the full synergies of the Proposed
Acquisition if it is unable to successfully integrate its businesses and operations
There is no absolute assurance that the Enlarged Group will be able to successfully
integrate the business and operations of the Pteris Group and the Tianda Group. Although
the Pteris Group and the Tianda Group may be in the same industry, they are separate
entities which have operated on their own with their own history, operations, internal
systems and procedures. There may be unexpected integration challenges or an
unanticipated prolonged process of integration which may adversely affect or disrupt the
business operations of the Enlarged Group and its financial performance, financial position
and prospects. Accordingly, there is no assurance that the Enlarged Group will achieve the
synergies, returns and other benefits expected of the Proposed Acquisition. In such an
event, the market price of the Shares may be adversely affected.
22.4 Risks relating to Non-completion of the Proposed Acquisition

The Proposed CIMC Acquisition is conditional upon the fulfilment of various conditions precedent
pursuant to the CIMC SPA. Please refer to Section 3.3 entitled “Conditions Precedent to the
Proposed CIMC Acquisition” of this Circular for more information on the conditions precedent
pursuant to the CIMC SPA.
In the event that any of the conditions precedent in the CIMC SPA are not fulfilled or waived by
CIMC-HK or the Company by the Long Stop Date, the Proposed CIMC Acquisition will not take
place and this may adversely affect the Company’s future financial condition and results of
operations.
176
In addition, as the Proposed Management Co Acquisition is conditional upon, inter alia, the CIMC
Completion, in the event the Proposed CIMC Acquisition is not completed, the Proposed
Management Co Acquisition will also not be completed and this may adversely affect the
Company’s future financial condition and results of operations.
23. GENERAL AND STATUTORY INFORMATION

23.1 Information on Directors and Executive Officers
Save as disclosed below, none of the Directors and the Executive Officer of the Company:
(a) has, at any time during the last ten (10) years, had an application or a petition under any
bankruptcy laws of any jurisdiction filed 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;
(b) has, at any time during the last ten (10) years, had an application or a petition under any
law of any jurisdiction filed 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 any 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, on the ground of insolvency;
(c) has any unsatisfied judgment against him;
(d) has ever been convicted 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;
(e) has ever been convicted 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;
(f) has, at any time during the last ten (10) years, had judgment entered against him in any
civil proceedings 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
finding of fraud, misrepresentation or dishonesty on his part, nor has he 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;
(g) has ever been convicted in Singapore or elsewhere of any offence in connection with the
formation or management of any entity or business trust;
(h) has ever been disqualified 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;
(i) 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;
177
(j) has ever, to his knowledge, been concerned with the management or conduct, in Singapore
or elsewhere, of the affairs of:
(i) any corporation which has been investigated for a breach of any law or regulatory
requirement governing corporations in Singapore or elsewhere;
(ii) 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;
(iii) any business trust which has been investigated for a breach of any law or regulatory
requirement governing business trusts in Singapore or elsewhere;
(iv) 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, in connection with any matter occurring or arising during the period
when he was so concerned with the entity or business trust; and
(k) has 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.
Disclosures relating to Mr. Fong Heng Boo, an Independent Director of the Company
Mr. Fong Heng Boo was appointed as a non-executive director of China Foodzart International
Private Limited (“China Foodzart”) on 18 March 2011 and resigned on 25 August 2011. Searches
carried out in respect thereto indicated that on 20 September 2012, various winding up
applications were commenced against China Foodzart on the ground that China Foodzart was
unable to pay its debts. The High Court of Singapore has ordered judgment against China
Foodzart in relation to the debts owed and a winding up order was granted on 24 September
2013.
Mr. Fong was an employee (General Manager, Corporate Affairs) of AMCOL Holdings Limited
between January 1995 to May 1996. He was a prosecution witness in March 1998 in a court case
involving 3 directors of AMCOL Holdings Ltd. The 3 directors of AMCOL Holdings Ltd were
charged for failure to act honestly in their discharge of duties as directors under Section 157(1) &
157(3) of the Companies Act.
Please refer to Section B9.6 of the “Letter to Shareholders from the Directors of Tianda”, for
information on the Proposed Director, Proposed Executive Officers and the Controlling
Shareholders of the Tianda Group.
As the Enlarged Board will comprise the Proposed Director and the Directors going forward,
Shareholders should note that the information on the Directors and Executive Officer and the
information on the Proposed Director, Proposed Executive Officers and the Controlling
Shareholders of the Tianda Group as disclosed in Section 23.1 of the Circular entitled
“Information on Directors and Executive Officers” and Section B9.6 of the “Letter To Shareholders
from the Directors of Tianda” entitled “Material Background Information on the Proposed Director,
Proposed Executive Officers and the Controlling Shareholders of the Tianda Group” respectively
shall apply to the Enlarged Board, the Proposed Executive Officers and the Controlling
Shareholders.
For the avoidance of doubt, as at the Latest Practicable Date, there is no Controlling Shareholder
of the Company, notwithstanding that CIMC-HK (through SVHL) holds 14.99% of the Shares of
the Company.
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23.2 Share Capital

As at the date of this Circular, there is only one class of shares in the capital of the Company,
being ordinary shares. Save for the Shares to be issued pursuant to the Scheme, there are no
founder, management, deferred or unissued shares. The existing Shares (including, but not limited
to the Shares held by the Directors and Substantial Shareholders) do not carry voting rights which
are different from the CIMC Aggregate Consideration Shares, the CIMC Additional Shares, the
Management Co Aggregate Consideration Shares, the Management Co Additional Shares, the
AM Conversion Shares or the Canaccord Shares. The rights of and privileges attached to the
Shares are stated in the New Articles.
As at the Latest Practicable Date:
(a) save as disclosed in Note (6) of Section 18.3 of the Circular, the Company is not directly or
indirectly owned or controlled, whether severally or jointly, by any person or government;
(b) save for the Proposed Acquisition, there are no other arrangements that will result in a
change in control of the Company;
(c) save as disclosed in this Circular, the Directors and the Proposed Director are not aware of
any event which has occurred since the beginning of the most recent completed FY and the
Latest Practicable Date, which may have a material effect on the financial position and
results of the Enlarged Group;
(d) no significant trading suspension of the Company had occurred on the SGX-ST or other
overseas securities exchange during the three (3) years immediately preceding the Latest
Practicable Date; and
(e) there has not been any public take-over offer, by a third party in respect of any of the
shares of any company in the Pteris Group or by any company in the Pteris Group in
respect of the shares of another corporation or the units of a business trust, which has
occurred between the beginning of the most recent completed FY and the Latest
Practicable Date.
Save as disclosed below, there were no changes in the issued and paid-up share capital of the
Company or any of the subsidiaries of the Pteris Group within the last three (3) years preceding
the Latest Practicable Date:
Number of Purpose of Consideration Resultant issued

Date Shares issued change in capital per Share and paid-up capital
The Company
24 September 82,220,000 Placement S$0.13 S$65,160,582
2012
Aeromobiles Pte Ltd

3 January 1,000,000 Acquisition of shares S$4.56 S$1,000,000
2012 by the Company
Pteris Global (Thailand) Pte Ltd

15 March 2012 10,000 Incorporation THB100 THB$1,000,000
30 March 2012 90,000 Increase in share THB100 THB$10,000,000

capital
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23.3 Past and Present Directorships

23.3.1 The list of present and past directorships of the Directors and the Proposed Director over the last
five years, excluding that held, or to be held, in the Company pursuant to the Proposed
Acquisition Completion, is set out below:-
Name Present Directorships Past Directorships
Mr. Lim Joo Boon(1) Companies within the Enlarged Group Companies within the Enlarged Group
None None
Other companies Other companies

Asia Philanthropic Ventures Pte. Ltd. Singapore Pools (Private) Limited
Phillip Ventures Enterprise Fund 3 Ltd. Accenture Technology Solutions Pte.
Jurong Health Services Pte Ltd Ltd.
JurongHealth Fund Imagine Broadband Singapore Pte.
Star Softcomm Pte Ltd Ltd.
Sentosa Development Corporation SIA Engineering Company Limited
Mr. Low Kok Hua Companies within the Enlarged Group Companies within the Enlarged Group
Inter-Roller Investments Pte Ltd None

Chuan Seng Heng Hardware & Chay Sian Tong Limited
Engineering Co (Pte) Ltd.
Wine Network Pte Ltd.
Chuan Kim Hardware & Engineering
Co Pte Ltd
CSH Investment Pte Ltd
Singapore Hokkien Huay Kuan Cultural
Academy Pte Ltd
Singapore Hokkien Huay Kuan
Ee Hoe Hean Club
The Hokkien Foundation
Singapore Thong Chai Medical
Institution
Yunnan Realty Pte Ltd
Mr. Yu Yuqun Companies within the Enlarged Group Companies within the Enlarged Group
Shenzhen CIMC-Tianda Airport None
Support Ltd.

CIMC Raffles Offshore (Singapore) None
Pte. Ltd.
Yantai CIMC Raffles Shipyard Limited
Yantai CIMC Raffles Offshore Ltd.
Haiyang CIMC Raffles Offshore Ltd.
Longkou CIMC Raffles Offshore Ltd.
CIMC Raffles Investments Limited
Taisun Resources Development Pte Ltd
Shenzhen Tianyi Investment Limited
TSC Group Holdings Limited
CIMC Enric Holdings Limited
Enric Investment Group Co., Ltd.
Enric Langfang Investment Co., Ltd.
Enric Anhui Investment Co., Ltd.
Enric Shijiazhuang Investment Co., Ltd.
Enric Integration (HK) Company Limited
CIMC Enric International Trading Limited
CIMC Enric Hong Kong Limited
CIMC Enric Investment Holdings
(Shenzhen) Co., Ltd.
Note:
(1) Mr. Lim Joo Boon shall resign from the Board upon completion of the Proposed Acquisition. He shall not form part
of the Enlarged Board.
180
CIMC Enric (Jingmen) Energy

Equipment Co., Ltd.
Shijiazhuang Enric Gas Equipment
Co., Ltd.
Enric (Bengbu) Compressor Co., Ltd.
Beijing Enric Energy Technology Co.,
Ltd.
Shenzhen Southern CIMC Logistics
Co., Ltd.
Dr. Soon Kong Ann Companies within the Enlarged Group Companies within the Enlarged Group
None None

Leong Huat Hardware Private Limited Hong Yong Holdings Private Limited
Leong Huat (Investment) Pte Ltd (Struck Off)
Leong Huat Equities Pte Ltd
Prefab Structures Pte. Ltd. (in liquidation
– Members’ voluntary winding up)
LHH Properties (M) Sdn Bhd
LHH Land (M) Sdn Bhd
Piasim Corporation Pte Ltd
Annikken Pte Ltd
The Mee Toh School Ltd
Singapore Chinese High School
Mr. Li Yinhui Companies within the Enlarged Group Companies within the Enlarged Group
Shenzhen CIMC-Tianda Airport None
Support Ltd.

CIMC Vehicles Group Co., Ltd. Shanghai CIMC Special Vehicles
C&C Trucks Co., Ltd Co., Ltd.
Luoyang CIMC Linyu Automobile
Co., Ltd
Yangzhou CIMC Tonghua Special
Vehicle Co., Ltd.
Zhumadian CIMC Huajun Vehicle
Co., Ltd
Liangshan CIMC Dongyue Vehicles
Co., Ltd
Shenzhen CIMC Special Vehicles
Co., Ltd
CIMC Vehicles (Shandong) Co., Ltd.
Ms. Gan Siok Loon Companies within the Enlarged Group Companies within the Enlarged Group
None None

None None
Mr. Fong Heng Boo Companies within the Enlarged Group Companies within the Enlarged Group
None None

Colex Holdings Limited China Foodzart International Private
CapitaLand Township Holdings Pte Ltd Limited (Compulsory Winding Up
(formerly known as “Surbana (Insolvency))
Corporation Pte Ltd”) SE Hub Ltd
Certis CISCO Security Pte Ltd STC Racing Management Private
CapitaRetail China Trust Management Limited
Limited
181
Surbana International Consultants

Holding Pte. Ltd.
Eastern Health Alliance Pte. Ltd.
Sapphire Corporation Limited
CapitaLand Township Development
Fund II Pte. Ltd.
Asian American Medical Group Limited
(formerly known as “Asian Centre
for Liver Diseases and Transplantation
Limited”)
Mr. Robert Chew Companies within the Enlarged Group Companies within the Enlarged Group
None None

Alexandra Health System Pte. Ltd. SATA Commhealth
Yishun Community Hospital OpenNet Pte. Ltd.
Integrated Health Information Systems Alexandra Health Pte. Ltd.
Pte Ltd
TOUCH Community Services
International Ltd
TOUCH Community Services Limited
TOUCH Family Services Limited
Singapore Institute of Directors
Cosine Holdings Pte Ltd
Stream Media Pte. Ltd.
Shared Services for Charities Limited
Mr. Zheng Zuhua Companies within the Enlarged Group Companies within the Enlarged Group
Xinfa Airport Equipment Ltd None
Shenzhen CIMC- Tianda Airport
Support Ltd.
Langfang CIMC Airport Support Ltd.
Shenzhen CIMC-Tianda Logistics
System Engineering Co., Ltd.
CIMC-Tianda Airport Support (Hong
Kong) Limited
Techman (Hong Kong) Limited
CIMC-Tianda (Longyan) Investment
Development Co., Ltd

Shenzhen TGM Ltd. None
182
23.3.2 The list of present and past directorships of the executive officers of the Enlarged Group over the
last five years, excluding that to be held in the Company pursuant to the Proposed Acquisition
Completion, is set out below:-
Mr. Vince Toh Yang Companies within the Enlarged Group Companies within the Enlarged Group
Kang Pteris Pte Ltd None
Other Companies Other Companies

None EpiQ Food Services Pte. Ltd.
Food Empire Real Estates Pte. Ltd.
Future Corporation Pte Ltd
Future Investment Holdings Pte. Ltd.
Masters Corporation Pte Ltd
Empire Distribution (Europe) SP Z.O.O
Foodaworld Marketing Pte Ltd
PT Empire Prima Indonesia
Mr. Chang Shaomin Companies within the Enlarged Group Companies within the Enlarged Group
Kunshan CIMC Logistics Automation None
Equipment Co., Ltd

None None
Mr. Luan Youjun Companies within the Enlarged Group Companies within the Enlarged Group
CIMC-Tianda Airport Support (Hong None
Kong) Limited

None None
Mr. Yan Fucheng Companies within the Enlarged Group Companies within the Enlarged Group
None None

None None
Mr. Zhu Wenyuan Companies within the Enlarged Group Companies within the Enlarged Group
Xinfa Airport Equipment Ltd. None
CIMC-Tianda Airport Support (Hong
Kong) Limited
CIMC-Tianda (Longyan) Investment
Development Co., Ltd

None None
23.4 Material Contracts

Save for the following contracts, the Pteris Group has not entered into any material contract, not
being a contract entered into in the ordinary course of business, within the two (2) years
preceding the Latest Practicable Date:
(a) the placement agreement with SVHL dated 28 August 2012, pursuant to which SVHL
agreed to subscribe for a total of 82,220,000 Shares at an issue price of $0.13 per Share
(the “Placement Agreement”);
(b) the CIMC SPA,
183
(c) the CIMC SPA Side Letter;
(d) the CIMC Supplemental Deed;
(e) the Management Co SPA;
(f) the Management Co SPA Clarification Letter;
(g) the Management Co Share Issuance Agreement;
(h) the Management Co Share Issuance Agreement Supplemental Deed; and
(i) the Non-Compete Undertaking.
23.5 Material Litigation

Save for the Crisplant Arbitration (details of which have been set out in the Company’s
announcements of, inter alia, 16 November 2012 as well as the Company’s annual report for the
FY ended 31 December 2013), the Company is not, as at the Latest Practicable Date, engaged in
any legal or arbitration proceedings (either as plaintiff or defendant), including those which are
pending or known to be contemplated, which may have or have had in the 12 months before the
date of this Circular, a material effect on the Pteris Group’s financial position or profitability, and
the Directors have no knowledge of any proceedings pending or threatened against the Pteris
Group or any facts likely to give rise to any litigation, claims or proceedings which might materially
affect the financial position or the business of the Pteris Group.
24. ADVICE OF THE INDEPENDENT FINANCIAL ADVISERS IN RELATION TO THE PROPOSED

WHITEWASH RESOLUTION AND THE PROPOSED IPT MANDATE
24.1 The Proposed Whitewash Resolution
Pursuant to the conditions imposed by the SIC, the Recommending Directors (Whitewash) have
appointed Asian Corporate Advisors Pte. Ltd. as the IFA to advise the Recommending Directors
(Whitewash) on the Proposed Whitewash Resolution.
The ACA IFA Letter dated 24 June 2014 is reproduced and appended in Appendix A in this
Circular. Shareholders are advised to read the ACA IFA Letter carefully and in its entirety
and consider it in the context of this Circular relating to the Proposed Whitewash
Resolution. Section 9 of the ACA IFA Letter has been extracted and reproduced below in
italics. Unless otherwise defined in the ACA IFA Letter, all terms and expressions used in
the extract below shall bear the same meanings as defined in the Circular and in the ACA
IFA Letter.
“9. OPINION AND RECOMMENDATION

In arriving at our recommendation, we have reviewed and examined factors which we have
considered to be pertinent in our assessment of the Proposed Whitewash Resolution, including
inter-alia the views of and representations by the Directors and the Target Directors as well as a
letter from CIMC dated 18 April 2014, that CIMC will not take part in any further negotiations to
change the terms of the agreements. Our recommendation or opinion is by no means an
indication of the merits of the prospects, financial performance and position of the Company or
the Group or Techman or the Tianda Group or Target Group Companies or the Enlarged Group
after completion of the Proposed Acquisition or the Proposed Transactions or whether the
Company, the Group, Techman, the Tianda Group or the Enlarged Group can improve their
profitability or that the anticipated benefits from the Proposed Acquisition can be realised (as the
case may be) or the ability of the Group or the Enlarged Group to service its borrowings (both
principal and interest payment) when fall due or called by the lenders or the prices at which the
Shares would trade after the completion of the Proposed Transactions. In view that there is no
business valuation for the fair value of the Group and no valuation for the redevelopment of the
leasehold building, our assessment, opinion and recommendations are necessarily limited and
184
subject to the matters stated in this Letter (including, inter alia, our evaluation does not reflect the
financial performance and position of the Tianda Group after FY2013). The following should be
read in conjunction with, and in the context of, the full text of this Letter and after noting that our
relative emphasis or emphasis of certain factors may differ from that for each Independent
Shareholder.
(a) The analysis on the CIMC Consideration and the Management Co Consideration as set out
in Section 7.1 of this Letter. We advised the Recommending Directors to review the terms
of the CIMC SPA and the Management Co SPA carefully and its entirety and taking into
account the current circumstances since the MOU Announcement Date or the CIMC SPA
Announcement Date, including but not limited to the inability of the Group to fulfill the Initial
Warranty, the breach of the Group’s loan covenant as announced on 27 February 2014 and
the Waiver Conditions, the emphasis of matters described in AR2013 (pertaining to, inter
alia, going concern assumption), the Group’s deteriorating financial performance with
consecutive losses in the past two financial years and financial position with dwindling net
working capital and shareholders’ equity, whilst the Target Group Companies and Tianda
Group’s has relatively maintained its financial performance in FY2013 as compared to
FY2012.
The rationale for the Proposed Acquisition. We note from Section 2.2 of the Circular that,
inter alia, in light of the rapidly deteriorating financial situation of the Pteris Group and the
continued financial support of the Pteris Group by CIMC, the Board believes that the
Proposed Acquisition would bring to the Pteris Group continued availability of funds to
support the Company’s day-to-day operations. In addition, the Board believes that the
Proposed Acquisition would create meaningful synergies between the principal activities of
the Group and the Target Group Companies, and potentially enhance Shareholder value
due to, amongst other things, the provision of complementary services for their combined
customer base and sharing of global marketing and sales channels, technologies and
management expertise. Subsequent to the completion of the Proposed Acquisition, the
Group and the Target Group Companies envisage a broadened suite of solutions offerings
to airports globally, greater operational efficiency arising from supply chain collaboration,
mutually beneficial synergies in research and development, and a strengthened balance
sheet. Moreover, the Company will have access to the CIMC Group’s global supply chain
and business network for new business opportunities across international markets, as well
as capitalise on the financial strengths and facilities of the CIMC Group. The Proposed
Acquisition is part of the Company’s strategic move to expand its business and strengthen
its foothold globally.
(b) The historical financial performance, condition and position of the Group appears to be
weaker than the Selected Comparable Companies. The Group has registered significant
losses in FY2012 and FY2013 with dwindling net working capital and shareholders’ equity
as well as difficulties in securing a new contract due to its working capital constraints. The
Directors have confirmed that as at the Latest Practicable Date and save for matters
disclosed in this Letter, the audited financial statements for the Group for FY2013 and the
unaudited financial statements for the Group for 1Q2014, there has been no material
changes to the Group’s assets and liabilities, financial position, condition and performance.
Recommending Directors should note that in the event that the Group continues to record
the loss after tax of the same magnitude as FY2013 in subsequent years, shareholders’
equity for the Group may become negative in the next 1 to 2 years. The Directors have
represented that certain suppliers of the Group have recently demand for shorter or without
credit terms and the insurance company has requested for full coverage (100%) for the
Group’s overseas projects exposure (as compared to 50% coverage previously).
(c) The Directors’ and the Management’s representation that the Group’s continuing operation
and ability to continue as going concern is heavily dependent on the support provided by
the CIMC Group (for both past and future). We understand from Directors that the Facility of
approximately S$52.0 million (which was used to refinance the Group’s existing credit
185
facilities and working capital) was arranged by CIMC’s bankers (and supported with a letter
of comfort from CIMC and the CIMC Group) and that in the event that the Proposed
Acquisition lapses or is terminated or is aborted, there may be an event or potential event
of default. The Directors have confirmed and represented that in the event of liquidation of
the Group, there will be significant costs incurred including but not limited to liquidated
damages, additional costs to complete outstanding contracts (to be considered in
conjunction with the Group’s order book of approximately S$78.5 million as at the Latest
Practicable Date) as well as the high likelihood that the performance bonds of
approximately US$41.4 million and bankers’ guarantees of approximately S$30.2 million for
the outstanding contracts will be called upon, hence the Group’s NTA may be substantially
reduced or become negative when the aforementioned contingent liabilities materialise in
the event of liquidation. We note that in relation to Facility Agreement an event of default is
deemed to occur upon, inter alia, the ownership of the Company on and following the
completion date for the Proposed Acquisition: CIMC Group ceases to own at least 45% of
the issued Share capital of the Company (directly or indirectly); or the Company ceases to
be a subsidiary of CIMC Group and CIMC (directly or indirectly). Furthermore we note that
the Waiver is deemed effective as at 1 January 2014 to the earlier of the date on which the
Proposed Acquisition becomes effective occurs or 31 August 2014.
(d) The emphasis of matter as stated in the Independent Auditors’ Report for FY2013 for the
Group, the breach of loan covenants as announced by the Company on 27 February 2014
and the Waiver Conditions, and the Financial Support Undertaking;
(e) The evaluation of the Pre-Consolidation Issue Price or the Effective Pre-Consolidation
Issue Price (as set out in Section 7 of this Letter) after taking into account, inter alia, the
following factors:
(i) The Pre-Consolidation Issue Price will be at a discount of approximately 4.8% and
3.0% from the Revalued NAV per Share of approximately S$0.137 and the Revalued
NTA per Share of approximately S$0.134 respectively.
(ii) The Effective Pre-Consolidation Issue Price represents a discount of approximately

28.7%, 23.9%, and 22.5% from the Group’s Revalued NAV per Share based on the
Minimum Consideration Scenario, the Base Consideration Scenario and the
Maximum Consideration Scenario respectively;
(iii) The Effective Pre-Consolidation Issue Price represents discounts of approximately

27.4%, 22.4%, and 21.0% from the Group’s Revalued NTA per Share based on the
Minimum Consideration Scenario, the Base Consideration Scenario and the
Maximum Consideration Scenario respectively;
(iv) The Pre-Consolidation Issue Price will be at a premium of approximately 13.0% and
15.6% from the Revalued NAV based on the forced sale value per Share of
approximately S$0.115 and the Revalued NTA based on the forced sale value per
Share of approximately S$0.112 respectively (based on the issued Share capital of
548,488,257 Shares as at the Latest Practicable Date).
(v) The Effective Pre-Consolidation Issue Price represents a discount of approximately

15.4%, 9.6%, and 8.0% from the Group’s Revalued NAV based on the forced sale
value of the leasehold building on the Minimum Consideration Scenario, the Base
Consideration Scenario and the Maximum Consideration Scenario respectively;
(vi) The Effective Pre-Consolidation Issue Price represents a discount of approximately

13.5%, 7.6%, and 5.9% from the Group’s Revalued NTA based on the forced sale
186
(vii) The Pre-Consolidation Issue Price represents a premium of 5.7% over the last
transacted price of S$0.123 for each Share on the SGX-ST on 6 February 2013,
being the MOU Announcement Date, and this is within the range but lower than the
simple average and median premium/discount of the issue price over/from the last
transacted price prior to the announcement for the Selected RTO Transactions;
(viii) The Pre-Consolidation Issue Price represents a slight premium of approximately

3.3%, 6.4%, 5.3%, and 3.7% from the VWCP for the Shares for the 12-month, 6-
month,
3-month and 1-month period prior to the MOU Announcement Date respectively;
(ix) The Pre-Consolidation Issue Price represents a discount of approximately 9.9% from
the VWCP for the Shares for the period commencing from the Market Day
immediately after the MOU Announcement Date and ending on the Latest
Practicable Date;
(x) The Pre-Consolidation Issue Price represents a discount of approximately 13.3%

from the last transacted price of S$0.150 for each Share on the SGX-ST on 10 June
2014, being the last transacted price on the Latest Practicable Date;
(xi) The Effective Pre-Consolidation Issue Price under the three scenarios generally
represent a discount (ranging between 13.3% to 22.7%) from the 12-month, 6-month,
3-month and 1-month VWCP for the Shares;
(xii) The Effective Pre-Consolidation Issue Price is at a discount of approximately 20.9%

(under the Minimum Consideration Scenario), 15.5% (under the Base Consideration
Scenario), and 13.9% (under the Maximum Consideration Scenario) from the last
transacted price on the MOU Announcement Date. These discounts are within the
range but less favourable as compared to the simple average and median
premium/discount over/from the issue price to the last transacted price prior to the
announcement for the Selected RTO Transactions;
(xiii) The Effective Pre-Consolidation Issue Price under the three scenarios represents a
discount (ranging between 26.6% to 32.5%) from the VWCP for the Shares for the
period commencing from the Market Day immediately after the MOU Announcement
Date and ending on the Latest Practicable Date;
(xiv) The Effective Pre-Consolidation Issue Price represents a discount of approximately

between 29.4% to 35.1% under Maximum Consideration Scenario and Minimum
Consideration Scenario respectively from the last transacted price of S$0.150 for
each Share on the SGX-ST on 10 June 2014, being the last transacted price on the
Latest Practicable Date;
(xv) We have considered the valuation of the Group based on its historical financial
figures, including but not limited to earnings, EBITDA, NAV and NTA (including the
Revalued NAV and NTA). As the Group’s earnings and EBITDA were negative for
FY2013, the valuation of the Group as compared to the Selected Comparable
Companies in terms of PER multiples and the EV/EBITDA ratios are not meaningful,
except for the salient point that the Selected Comparable Companies were all
profitable with positive EBITDA. In the absence of a business valuation, and the
analysis of the weak financial position and uncertainties with respect to: the Group’s
ability to repay the Facility; continued availability of funds to support daily operations;
the Group continuing as a going concern and ability to realize its assets and
discharge its liabilities in the normal course of business highlighted in this Letter as
well as the Independent Auditors’ Report, the relatively practical valuation multiples
for the Group are P/NAV and P/NTA.
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(xvi) The valuation of the Group in terms of P/NAV and P/NTA (as implied by the Pre-
Consolidation Issue Price, the Effective Pre-Consolidation Issue Price, the Revalued
NAV and the Revalued NTA) is lower than any of the Selected Comparable
Companies. Independent Shareholders should note that the relatively lower or
unfavourable valuation of the Group in terms of P/NAV and P/NTA should be
reviewed in the context of the Group’s weak financial performance (loss making in
FY2012, FY2013 and 1Q2014) and financial position (in terms of the Group’s higher
total borrowing to shareholders’ equity ratio as compared to the Selected
Comparable Companies, dwindling net working capital and shareholders’ equity), the
emphasis of matter described in the AR2013 pertaining to, inter alia, going concern
assumption, the breach of the Group’s loan covenant as announced on 27 February
2014 and the Waiver Conditions, the Financial Support Undertaking as well as the
Directors’ representation that the Group’s continuing operation and ability to continue
as going concern is heavily dependent on the support provided by the CIMC Group
(for both past and future); and
(xvii) Comparison with the Placement. The Pre-Consolidation Issue Price for the Proposed
Acquisition is equal to the Placement Price. In addition, the valuation of the Group as
implied by the Pre-Consolidation Issue Price in terms of P/NTA (based on the
Group’s unaudited NTA as at 30 September 2012) appear to be slightly higher than
the valuation as implied by the Placement Price over the Group’s unaudited NTA as
at 30 June 2012. However, notwithstanding the fact that there was a transfer of
control and the Proposed Acquisition does not involve a direct payment of cash or a
cash-only deal, the premium of the Pre-Consolidation Issue Price over the last
transacted price for the Shares on the MOU Announcement Date of approximately
5.7% is lower and less favourable as compared to the premium of the Placement
Price over the last transacted price for the Shares on the day the Placement
Agreement was signed.
In the event that the total number of Post-consolidation Shares to be issued for the
Proposed Acquisition including the CIMC Additional Shares and the Management Co
Additional Shares are considered, the Effective Pre-Consolidation Issue Price would
be approximately S$0.097 (under the Minimum Consideration Scenario), S$0.104
(under the Base Consideration Scenario) and S$0.106 (under the Maximum
Consideration Scenario). Accordingly, the Effective Pre-Consolidation Issue Price is
at a discount of approximately 20.9% (under the Minimum Consideration Scenario),
15.5% (under the Base Consideration Scenario), and 13.9% (under the Maximum
Consideration Scenario) from the last transacted price on the MOU Announcement
Date. Accordingly, the Effective Pre-Consolidation Issue Price is less favourable than
the Placement Price (in nominal terms and in terms of the comparison with the
historical market price).
(f) The historical financial performance of the Target Group Companies or the Tianda Group
are generally stronger than the Selected Comparable Companies. The Tianda Group has
recorded growths in revenue for the past three financial years and maintained its profit after
tax for the past three financial years. We have not been provided with the financial
statements for the Tianda Group subsequent to FY2013. The Directors, the Target Directors
and the Proposed Directors confirmed that ACA has not been provided with financial
statements for the Tianda Group subsequent to FY2013. We note from Section 18.6.2 of
the Circular, and the Directors, Target Directors, and Proposed Directors have confirmed
that in line with general seasonality fluctuations, the Tianda Group was not in a net profit
position for the first five months of FY2014.
(g) The evaluation of the Total Consideration after taking into account, inter alia, the following
factors:
(i) The fair market value of the Tianda Group as at 31 December 2013 is approximately
S$197.6 million (based on the Independent Valuation Report), which is approximately
30.7% higher than the Maximum Consideration of approximately S$151.2 million;
(ii) The Total Consideration based on the Minimum Consideration Scenario, Base
Consideration Scenario and Maximum Consideration Scenario represents premiums
of approximately 36.4%, 83.0%, and 101.1% respectively over the Tianda Group’s
NAV as at 31 December 2013;
188
(iii) The Total Consideration based on the Minimum Consideration Scenario, Base
NTA before deduction of LUR as at 31 December 2013;
(iv) The Total Consideration based on the Minimum Consideration Scenario, Base
NTA after deduction of LUR;
(v) The valuation of the Target Group Companies or the Tianda Group in terms of PER,
EV/EBITDA, P/NTA and P/NAV as implied by the Total Consideration under the Base
Consideration Scenario and Maximum Consideration Scenario are within the range
and lower than the simple average and median for the Selected Comparable
Companies. Meanwhile, under the Minimum Consideration Scenario, the valuation of
the Target Group Companies or the Tianda Group in terms of PER, P/NAV and
P/NTA are lower than any of the Selected Comparable Companies. The
aforementioned valuation multiples for the Target Group Companies or the Tianda
Group should be assessed in the context of: (a) the historical financial performance
of the Target Group Companies or the Tianda Group as reflected by its ROE and net
profit margin which appears to be more favourable than the median and simple
average of the Selected Comparable Companies whilst the historical financial
position of the Tianda Group in terms of the ratio of total liabilities to shareholders’
equity is higher and less favourable than any of the Selected Comparable Companies
while its ratio of total borrowings to shareholders’ equity is higher than the median
but in line with the simple average for the Selected Comparable Companies; (b) the
fact that the Tianda Group is privately held as at the Latest Practicable Date, while
the Selected Comparable Companies are listed companies. It is generally accepted
that the value for quoted shares are generally higher than those for unquoted shares
in the view of the listed status, improved liquidity, disclosure, corporate governance
requirements as well as rules of the relevant exchange that has to be complied with
for listing; and (c) The Proposed Acquisition involves an acquisition of a 100% of the
total share capital of the Target Group Companies or the Tianda Group (with control)
as compared to the trading statistics for shares of the Selected Comparable
Companies which are based on transactions which do not result in acquisition of
control; and
(vi) For the Proposed Acquisition, the P/NTA ratio (as implied by the Target Group
Companies or the Tianda Group’s NTA before deduction of LUR as at 31 December
2013) of approximately 1.4 times (based on the Minimum Consideration Scenario) to
2.0 times (based on the Maximum Consideration Scenario), is within the range and
lower than the simple average and median for the Selected RTO Transactions.
(vii) The Group’s financial performance, position and condition as compared to the Target
Group Companies and Tianda Group. As the Group was not profitable and had
negative EBITDA, comparisons with the Target Group Companies and Tianda Group
in terms of PER multiples and EV/EBITDA ratio is not meaningful. However we note
that the valuation of the Group in terms of P/NAV and P/NTA (as implied by the Pre-
NTA and the Revalued NAV) is significantly lower than the valuation of the Target
Group Companies and Tianda Group (as implied by the Total Consideration under
the Base Consideration Scenario and Maximum Consideration Scenario and its NAV
and NTA before deduction of LUR). Whilst these should be viewed in the context of
the Group’s weak financial position and poor financial performance, we note that as
the Proposed Acquisition involves a transfer of control and may result in the Vendors
Concert Party Group having a shareholding interest of between approximately
70.87% and 76.35% in the Company, it does appear that the Group is valued
relatively lower as compared to the Target Group Companies and Tianda Group in
terms of P/NAV and P/NTA.
189
(h) The generally favourable potential financial effects of the Proposed Acquisition as outlined
in Section 16 of the Circular. The Proposed Acquisition will lead to reduction in loss per
Post-Consolidation Share (mainly due to the dilution effect attributed to the issuance of the
Post-Consolidation Shares, the effect of negative goodwill arising from the Proposed
Acquisition and consolidation of the Target Group Companies or Tianda Group’s earnings),
improvements in gearing and NTA per Post-Consolidation Share (taking into account the
consolidation adjustment) for the Enlarged Group. In addition, as set out in Section 2.2 of
the Circular, the Board believes that the Proposed Acquisition would create meaningful
synergies between the principal activities of the Group and the Tianda Group, and
potentially enhance Shareholder value.
(i) The dilution of Independent Shareholders’ existing interest and the significant reduction in
their voting interest in the Company pursuant to the Proposed Acquisition, which, inter alia,
is the result of issuance of the Post-Consolidation Shares in respect of the Proposed
Acquisition. It is further noted from Section 7.8 of this Letter that the number of Pre-
Consolidation Shares to be issued pursuant to the Proposed Acquisition as a percentage of
the Enlarged Share Capital under the Minimum Consideration Scenario is approximately
192.0% and under the Maximum Consideration Scenario is approximately 260.2%, which
are all within the range and lower than the simple average and median, and relatively closer
to the minimum for the Selected RTO Transactions.
(j) The risk factors, the order book for the Group, the Target Group Companies and the Tianda
Group, and the Crisplant Arbitration as set out in Section 22 of the Circular, section 8.6 and
section 8.7 of this Letter respectively.
(k) The Directors’ confirmation that whilst significant efforts have been made by Directors and
Management to obtain alternative offer or investment or acquisition opportunity, they are not
aware of any alternative offer or investment or acquisition opportunity available to the
Company as at the Latest Practicable Date, which is comparable in nature, size and scope
to the Proposed Acquisition. In addition, the Directors have represented the Proposed
Acquisition is synergistic and potentially enhance Shareholder value due to, amongst other
things, the provision of complementary services for their combined customer base and
sharing of global marketing and sales channels, technologies and management expertise.
We note from the announcement dated 20 April 2014, Mr Low Kok Hua and Dr Soon Kong
Ann (both are Directors and substantial shareholders of the company with shareholding of
approximately 6.32% and 5.56% respectively) have made a joint statement stating, inter
alia, that they are fully supportive of the Proposed Acquisition.
(l) The Proposed Whitewash Resolution is a condition precedent to the CIMC Completion and
the Management Co Completion. Accordingly if the Proposed Whitewash Resolution is not
passed by a majority of the Independent Shareholders, the Proposed Acquisition will not
take place.
(m) No profit warranty or guarantee has been provided by any party with respect to the future
performance of the Target Group Companies or the Tianda Group in connection with the
Proposed Acquisition or the Proposed Transactions (where applicable). There can be no
assurance that the Target Group Companies or the Tianda Group will be able to maintain or
improve its profitability in the long-term.
(n) The terms and conditions for the Proposed Acquisition including the adjustments or terms
for further issuance of Post-Consolidation Shares as described in Section 7.1 of this Letter.
(o) The Directors’ representation that under the terms of the Facility Agreement, the Company
has undertaken, inter alia, to obtain the Shareholders’ approval for¸ inter alia, the
completion of the Proposed Acquisition on or prior to 31 July 2014 and to ensure that the
Proposed Acquisition becomes effective on or prior to 31 August 2014. We note that the
Company has approximately 1.5 months to obtain the Shareholders’ approval and
approximately 2.5 months to ensure that the Proposed Acquisition becomes effective.
190
(p) Such other relevant considerations as set out in Section 8 or elsewhere in this Letter.
In summary, having regard to our analysis and the consideration in this Letter (but subject to its
limitation and constraints) and after having considered carefully the information available to us
and based on market, economic and other relevant conditions prevailing as at the Latest
Practicable Date, save for the fair value of the Group or market value or potential market value for
the redevelopment of the Group’s leasehold building (on basis other than its existing use basis),
as well as the financial performance and position of Tianda Group after FY2013 for which we
have not been furnished, and subject to our terms of reference and in the context of the currently
weak financial condition and position of the Group, we are of the opinion that the Proposed
Whitewash Resolution is not prejudicial to the interests of the Company and the Independent
Shareholders.
Subject to the limitations mentioned in this Letter, we consider the Proposed Whitewash
Resolution to be not prejudicial to the interest of the Independent Shareholders, from a financial
point of view, for inter-alia the following reasons: -
(i) Uncertainty pertaining to the Group’s ability to continue operating as a going concern and
the Group’s deteriorating financial performance with substantial losses incurred in the past
two consecutive financial years and financial position with dwindling net working capital and
shareholders’ equity (as well as difficulties in securing new contracts due to its working
capital constraints) and the Directors’ confirmation and representation that there has been
no material changes to the Group’s financial performances, position and condition as at the
Latest Practicable Date.
(ii) Matters arising subsequent to the MOU Announcement Date or the CIMC SPA
Announcement Date, including, inter alia, the inability of the Group to fulfill the Initial
Warranty, the breach of the Group’s loan covenant as announced on 27 February 2014 the
Waiver Conditions, and the Financial Support Undertaking, as well as the emphasis of
matters described in AR2013 (pertaining to, inter alia, going concern assumption).
(iii) The Directors’ and the Management’s representation that the Group’s continuing operation
and ability to continue as going concern is heavily dependent on the support provided by
the CIMC Group (for both past and future), including but not limited to the support provided
for the Facility of approximately S$52.0 million (in terms of arrangement as well as
provision of letter of comfort), arrangement of bankers guarantee for the recently secured
projects in Charlotte and Oklahoma and the Financial Support Undertaking. The
undertaking from the Company for the Facility Agreements to inter-alia, ensure that
shareholders’ approval is obtained for its entry into the CIMC SPA and its performance of
the transactions contemplated thereby (including the completion of the Proposed
Acquisition) and Directors and Management representation that in the event the Proposed
Acquisition is terminated or lapses or aborted, there may be an event of default or potential
event of default and hence lenders for the Facility may be contractually entitled to request
for an immediate repayment or settlement of all outstanding amounts under the Facility of
approximately S$52.0 million as at 31 March 2014. We note that in relation to Facility
Agreement an event of default is deemed to occur upon, inter alia, the ownership of the
Company on and following the completion date for the Proposed Acquisition: CIMC Group
ceases to own at least 45% of the issued Share capital of the Company (directly or
indirectly); or the Company ceases to be a subsidiary of CIMC Group and CIMC (directly or
indirectly). Furthermore we note that the Waiver is deemed effective as at 1 January 2014
to the earlier of the date on which the Proposed Acquisition becomes effective occurs or 31
August 2014.
191
The Directors have confirmed and represented that in the event of liquidation of the Group,
there will be significant costs incurred including but not limited to liquidated damages,
additional costs to complete for outstanding contracts (to be considered in conjunction with
the Group’s order book of approximately S$78.5 million as at the Latest Practicable Date)
as well as the high likelihood that outstanding performance bonds for contracts of
approximately US$41.4 million and bankers’ guarantees of approximately S$30.2 million will
be called upon, resulting in the Group’s NTA being substantially reduced or negative when
the aforementioned contingent liabilities materialise in the event of liquidation.
(iv) The relatively lower pricing of the Target Group Companies or the Tianda Group in terms of
PER, EV/EBITDA, P/NAV and P/NTA as compared to the Selected Comparable
Companies, particularly considering the Tianda Group’s relatively stronger financial
performance as compared to the Selected Comparable Companies. The fair market value
of the Tianda Group as at 31 December 2013 is approximately S$197.6 million (based on
the Independent Valuation Report), which is approximately 30.7% higher than the Maximum
Consideration of approximately S$151.2 million.
(v) The potential favourable financial effects of the Proposed Acquisition in terms of the
gearing, NTA per Post-Consolidation Share and loss per Post-Consolidation Share for the
Enlarged Group.
(vi) Confirmation and representation from Directors that there are no alternative offer or
investment or acquisition opportunity or fund raising opportunities available to the Company
as at the Latest Practicable Date.
On-going concern basis, the valuation of the Group, as implied by the Effective Pre-Consolidation
Issue Price, appears to be on the low end when considered in the context of the discount implied
by the Effective Pre-Consolidation Issue Price from the historical prices for the Shares and the
Group’s Revalued NAV and Revalued NTA; and the relatively lower pricing of the Group in terms
of P/NAV and P/NTA as compared to the Selected Comparable Companies or the Target Group
Companies or Tianda Group. We note that the Directors’ and the Management’s representation
that the Group’s continuing operation and ability to continue as going concern is heavily
dependent on the support provided by the CIMC Group and in the event of liquidation, the
Group’s NTA may be substantially reduced or become negative when the aforementioned
contingent liabilities materialise in the event of liquidation.
Despite the relatively lower pricing of the Group in the context of the Group’s weak financial
condition and position, terms and conditions for the Facility, emphasis of matter in the
Independent Auditors Report, the Waiver Conditions, the Financial Support Undertaking and in
the absence of a business valuation for the Group and the valuation of the Group’s leasehold
building taking into account basis other than its existing basis for use, we are of the opinion that
based on the information available to us as at the Latest Practicable Date and in the context of
the currently weak financial condition and position of the Group, the financial terms of the
Proposed Acquisition is, on balance reasonable, taking into account the representation and
confirmation from Directors on the possibility of an event of default or potential event of default for
the Facility in the event that the Proposed Acquisition lapses or is terminated or is aborted,
uncertainty pertaining to the Group’s going concern and the Group’s deteriorating financial
performance with substantial losses incurred in the past two consecutive financial years and
financial position with dwindling net working capital and shareholders’ equity (as well as difficulties
in securing new contracts due to its working capital constraints), the matters arising subsequent
to the MOU Announcement Date or the CIMC SPA Announcement Date, including, inter alia, the
inability of the Group to fulfill the Initial Warranty, the breach of the Group’s loan covenant as
announced on 27 February 2014 and the Waiver Conditions, the Financial Support Undertaking,
as well as the emphasis of matters described in AR2013 (pertaining to, inter alia, going concern
assumption).
192
Recommendation
Accordingly, we advise the Recommending Directors to recommend that Independent
Shareholders vote in favour of the Proposed Whitewash Resolution to be proposed at the EGM,
and to highlight to Independent Shareholders the matters as stated in our Letter and to exercise
caution in their decision in relation to the resolutions for the Proposed Whitewash Resolution.
In performing our evaluation, we have not been provided with, and have not had access to, any
financial projections or future plans or corporate actions (if any) of the Company or the Group or
the Target Group Companies or the Tianda Group or the Enlarged Group. The opinion set forth
herein is based solely on publicly available information and information provided by the Directors,
Management, Target Directors and Target Management and therefore does not reflect any
projections or future financial performance of the Company or the Group or the Target Company
or the Tianda Group or the Enlarged Group after the completion of the Proposed Transactions and
is based on the economic and market conditions prevailing as of the Latest Practicable Date. Our
advice is solely confined to our views on the Proposed Whitewash Resolution.
Matters to highlight
We would also wish to highlight the following matters which may affect the decisions or actions of
the Independent Shareholders:
1. In performing our evaluation, we have not been provided with, and have not had access to,
any financial projections of board memorandum or future plans or corporate actions (if any)
of the Company or the Group or the Tianda Group or the Target Group Companies or the
Enlarged Group. Our evaluation is based solely on publicly available information and other
information provided by the Company as well as the economic and market conditions
prevailing as at the Latest Practicable Date, and therefore does not reflect expected
financial performance after the financial statements for FY2013 and 1Q2014 for the Group
and FY2013 for the Tianda Group. We have not been provided with the financial statements
for the Tianda Group subsequent to FY2013. The Directors, the Target Directors and the
Proposed Directors confirmed that ACA has not been provided with financial statements for
the Tianda Group subsequent to FY2013.
The scope of our appointment does not require us to express, and we do not express and
have not commented on or assessed the expected future performance or prospects of the
Company or the Group or the Tianda Group or the Target Group Companies or the
Enlarged Group after the completion of the Proposed Transactions or the possibility or
probability that the Group or the Tianda Group or the Target Group Companies or the
Enlarged Group can improve their profitability or that the anticipated benefits from the
Proposed Acquisition can be realised (as the case may be) or the adequacy of the working
capital of the Group or the Enlarged Group or the ability of the Group or the Enlarged
Group (defined later) to service its borrowings (both principal and interest payment) when
fall due or called by the lenders or the prices at which the Shares would trade after the
completion of the Proposed Transactions. The scope of our appointment does not require
us to express, and we do not express, a view on the basis of valuation used by parties
(including but not limited to reliance or non-reliance on certain valuation basis).
The Directors and the Target Directors further confirmed that as at the Latest Practicable
Date and save for matters disclosed in this Letter and the audited financial statements for
the Group for FY2013 and the unaudited financial statements for the Group for 1Q2014 and
for the Tianda Group for FY2013, there has been no material changes to the Group’s and
the Tianda Group’s assets and liabilities, financial position, condition and performance.
2. Our scope does not require us and we have not made any independent evaluation of the
Target Group Companies (including without limitation, market value or economic potential)
or appraisal of the Target Group Companies’ and the Group’s assets and liabilities
(including without limitation, property, plant and equipment) or contracts entered into by the
Target Group Companies or the Group and we have not been furnished with any such
evaluation and appraisal in respect of assets and liabilities (if any) held or contracts entered
193
into by the Target Group Companies or the Group save for the Valuation Report and the
Property Valuation Report. With respect to such valuation, we are not experts in the
evaluation (including without limitation, market value or economic potential) or appraisal of
assets and liabilities (including without limitation, property, plant and equipment) including,
inter alia, the contracts or agreements that the Target Group Companies or the Group has
embarked upon or are about to embark upon and have relied on the opinion of the
Directors and the financial statements (audited and unaudited), where applicable for the
assessment.
In view that there is no business valuation for the fair value of the Group and no valuation
for the redevelopment of the leasehold building made available, our assessment, opinion
and recommendations are necessarily limited and subject to the matters.
3. Shareholders should note that:
a. approval of the Proposed Whitewash Resolution is a condition precedent to the

CIMC Completion and the Management Co Completion. If Independent
Shareholders do not vote in favour of the Proposed Whitewash Resolution, the
CIMC Completion and the Management Co Completion will not take place.
b. by voting in favour of the Proposed Whitewash Resolution, they will be waiving

their rights to receive a general offer from the Vendors Concert Party Group,
which the Vendors Concert Party Group would otherwise be obliged to make at
the highest price paid by them for Shares in the six (6) months preceding the
commencement of the offer, in accordance with Rule 14 of the Code and
Section 139 of the SFA. Furthermore, Shareholders should also note that, by
voting for the Proposed Whitewash Resolution, they could be forgoing the
opportunity to receive a general offer from another person who may be
discouraged from making a general offer in view of the potential dilution effect
of the issue of the CIMC Aggregate Consideration Shares, the CIMC Additional
Shares, the Management Co Aggregate Consideration Shares, the Management
c. pursuant to obtaining Shareholders’ approval for the Proposed Whitewash

Resolution, the allotment and issuance of the CIMC Aggregate Consideration
Shares, the CIMC Additional Shares, the Management Co Aggregate
Consideration Shares, the Management Co Additional Shares, and the AM
Conversion Shares to the Vendors Concert Party Group would result in the
Vendors Concert Party Group holding Shares carrying more than forty nine per
cent. (49.0%) of the voting rights of the Company and the Vendors Concert
Party Group will thereafter be free to acquire additional new Shares in the
Company without incurring any obligation under Rule 14 of the Code to make a
general offer for the Company.
Specific objectives
In rendering our advice, we have not had regard to the specific investment objectives, financial
situation, tax position, risk profiles or particular or individual needs and constraints of any
individual Independent Shareholder. As each Independent Shareholder or group of Independent
Shareholders would have different investment objectives and profiles, we would advise the
Independent Directors to advise any individual Shareholder or group of Shareholders who may
require specific advice in the context of investments in unlisted shares or his or their specific
investment objectives or portfolio should consult his or their stockbroker, bank manager, solicitor,
accountant, tax adviser, or other professional adviser immediately.”
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24.2 The Proposed IPT Mandate

The Recommending Directors (IPT) have appointed Asiasons WFG Capital Pte Ltd as the IFA to
advise the Recommending Directors (IPT) on the Proposed IPT Mandate.
Having regard to the considerations set out in the AWFG IFA Letter and the information available
to them as at the Latest Practicable Date, AWFG is of the opinion that the review procedures for
determining the transaction prices of the Interested Person Transactions, if applied strictly, are
sufficient to ensure that the Interested Person Transactions will be carried out on normal
commercial terms and will not be prejudicial to the interests of the Company and its minority
Shareholders.
The AWFG IFA Letter dated 24 June 2014 is reproduced and appended in Appendix B in
this Circular. Shareholders are advised to read the AWFG IFA Letter in full and consider it
in the context of this Circular relating to Proposed IPT Mandate.
25. INTERESTS OF THE DIRECTORS AND SUBSTANTIAL SHAREHOLDERS

25.1 As at the Latest Practicable Date
As at the Latest Practicable Date, the interests of Directors and/or the Substantial Shareholders of
the Company in the issued and paid-up share capital as recorded in the Register of Directors’
Shareholdings pursuant to Section 164 of the Companies Act and the Register of Substantial
Shareholders pursuant to Section 88 of the Companies Act are as follows:
Interests in Shares
Outstanding
Options as at % of
the Latest issued
Practicable Direct Deemed Total share
Date Interest Interest Interest capital(5)
Directors
Lim Joo Boon – – – – –
Yu Yuqun – – – – –
Low Kok Hua(1) – 34,438,160 235,200 34,673,360 6.32
Dr. Soon Kong Ann(2) – 6,800,000 23,700,000 30,500,000 5.56
Gan Siok Loon – – – – –
Robert Chew – – – – –
Fong Heng Boo – – – – –
Zheng Zuhua – – – – –
Substantial
Shareholders
Sharp Vision Holdings – 82,220,000 – 82,220,000 14.99
Limited
China International – – 82,220,000 82,220,000 14.99
Marine Containers
(Group) Co. Ltd(3)
China International – – 82,220,000 82,220,000 14.99
Marine Containers
(Hong Kong)
Limited(3)
Winston Tan Tien Hin(4) – 2,000,000 55,829,000 57,829,000 10.54
Winmark Investments – 55,829,000 – 55,829,000 10.18
Pte Ltd(4)
Amy Lim Sioh Tin(4) – – 55,829,000 55,829,000 10.18
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Notes:
(1) Low Kok Hua is deemed to have an interest in the shares held by his spouse, Lee Peck Huey, whose shares are
held through nominees accounts.
(2) Soon Kong Ann is deemed to have an interest in the shares held by his spouse, Cheng Loo Kheng, whose shares
are held through nominees accounts.
(3) Sharp Vision Holdings Limited is a wholly-owned subsidiary of China International Marine Containers (Hong Kong)
Limited which in turn is a wholly-owned subsidiary of China International Marine Containers (Group) Co. Ltd..
Accordingly China International Marine Containers (Hong Kong) and China International Marine Containers (Group)
Co. Ltd. are deemed to have an interest in the 82,220,000 Shares held by Sharp Vision Holdings Limited by virtue of
(4) Winston Tan Tien Hin and his spouse, Amy Lim Sioh Tin are deemed to have an interest in the 55,829,000 Shares
held by Winmark Investments Pte Ltd by virtue of Section 4 of the Securities and Futures Act, Chapter 289 of
Singapore.
(5) Based on the existing issued and paid up share capital of 548,488,257 Shares as at the Latest Practicable Date.
25.2 Last three (3) years prior to the Latest Practicable Date
Save as disclosed below, as recorded in the Register of Directors’ Shareholdings pursuant to
Section 164 of the Companies Act and the Register of Substantial Shareholders pursuant to
Section 88 of the Companies Act, there have been no significant changes in the ownership in
Shares held by the Directors and Substantial Shareholders over the last three (3) years prior to
the Latest Practicable Date:
196
As at 31 As at 31 As at 31 As at the Latest
December 2011 December 2012 December 2013 Practicable Date
No. of Shares %(4) No. of Shares %(5) No. of Shares %(6) No. of Shares %(7)
Directors
Lim Joo Boon(1) – – – – – – – –
Yu Yuqun – – – – – – – –
Low Kok Hua 49,438,160 10.65 34,438,160 6.32 34,438,160 6.32 34,438,160 6.32
(Direct) (Direct) (Direct) (Direct)
235,200 235,200 235,200 235,200
(Deemed) (Deemed) (Deemed) (Deemed)
49,673,360 34,673,360 34,673,360 34,673,360
(Total) (Total) (Total) (Total)
Dr Soon Kong 1,800,000 5.14 6,800,000 5.56 6,800,000 5.56 6,800,000 5.56
Ann (Direct) (Direct) (Direct) (Direct)
22,173,000 23,700,000 23,700,000 23,700,000
23,973,000 30,500,000 30,500,000 30,500,000
Gan Siok Loon – – – – – – – –
Robert Chew – – – – – – – –
Fong Heng Boo – – – – – – – –
Zheng Zuhua – – – – – – – –
Substantial
Shareholders
Sharp Vision – – 82,220,000 14.99 82,220,000 14.99 82,220,000 14.99
Holdings Limited (Direct) (Direct) (Direct)
China – – 82,220,000 14.99 82,220,000 14.99 82,220,000 14.99
International (Deemed) (Deemed) (Deemed)
Marine
Containers
(Group) Co. Ltd(2)
China – – 82,220,000 14.99 82,220,000 14.99 82,220,000 14.99
International (Deemed) (Deemed) (Deemed)
Marine
Containers
(Hong Kong)
Limited(2)
Winston Tan Tien 2,000,000 10.62 2,000,000 10.36 2,000,000 10.54 2,000,000 10.54
Hin(3) (Direct) (Direct) (Direct) (Direct)
47,505,000 54,829,000 55,829,000 55,829,000
49,505,000 56,829,000 57,829,000 57,829,000
Winmark 47,505,000 10.19 54,829,000 10.00 55,829,000 10.18 55,829,000 10.18
Investments (Direct) (Direct) (Direct) (Direct)
Pte Ltd(3)
Amy Lim Sioh 47,505,000 10.19 54,829,000 10.00 55,829,000 10.18 55,829,000 10.18
Tin(3) (Deemed) (Deemed) (Deemed) (Deemed)
Notes:
(1) Mr. Lim Joo Boon shall resign from the Board upon completion of the Proposed Acquisition.
197
(3) Winston Tan Tien Hin and his spouse, Amy Lim Sioh Tin are deemed to have an interest in the Shares held by
Winmark Investments Pte Ltd by virtue of Section 4 of the Securities and Futures Act, Chapter 289 of Singapore.
(4) Based on 466,268,257 shares of the Company in issue as at 31 December 2011.
(7) Based on 548,488,257 shares of the Company in issue as at the Latest Practicable Date.
26. STATEMENT FROM THE AUDIT AND RISK COMMITTEE

The Audit and Risk Committee has reviewed the guidelines and review procedures, as set out in
Section 12.6 of this Circular, proposed by the Company for determining the terms of the
Interested Person Transactions, and having also considered, inter alia, the terms, the rationale
and the benefits of the Proposed IPT Mandate as set out in Sections 12.2 and 12.3 of this
Circular, the Audit and Risk Committee is satisfied that the guidelines and review procedures for
the Interested Person Transactions, as well as the quarterly reviews to be made by the Audit and
Risk Committee in relation thereto, are sufficient to ensure that the recurrent Interested Person
Transactions will be made at (i) arm’s length and on normal commercial terms consistent with the
Enlarged Group’s usual business practices and on terms which are generally not more favourable
than those extended to unrelated third parties; or (ii) in any event on terms no less favourable to
the Enlarged Group than prevailing open market rates, and will not be prejudicial to the interests
of the Enlarged Group and its minority Shareholders.
The Audit and Risk Committee has not taken a different view from AWFG’s opinion as set out in
Section 24.2 above and the AWFG IFA Letter.
27. DIRECTORS’ RECOMMENDATIONS

27.1 The Proposed Transactions
The Directors (save for Mr. Yu Yuqun and Mr. Zheng Zuhua who have abstained from making
recommendations as detailed below), having considered and reviewed, amongst other things, the
terms of, rationale for, benefits of, and financial effects of the Proposed Acquisition, the risk
factors and other investment considerations, the Valuation Report, the advice of ACA and AWFG
in relation to the Proposed Whitewash Resolution and the Proposed IPT Mandate as set out in
the ACA IFA Letter and the AWFG IFA Letter respectively, and all other relevant facts set out in
this Circular, are of the opinion that:
(a) the Proposed Share Consolidation;
(b) the Proposed CIMC Acquisition;
(c) the proposed allotment and issuance of the CIMC Aggregate Consideration Shares;
(d) the proposed allotment and issuance of the CIMC Additional Shares;
(e) the Proposed Management Co Acquisition;
(f) the proposed allotment and issuance of the Management Co Aggregate Consideration
Shares;
(g) the proposed allotment and issuance of the Management Co Additional Shares;
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(h) the proposed allotment and issuance of the AM Conversion Shares;
(i) the proposed allotment and issuance of the Canaccord Shares;
(j) the Proposed Whitewash Resolution;
(k) the proposed appointment of the Proposed Director;
(l) the Proposed IPT Mandate; and
(m) the Proposed Listing Transfer,
are in the best interest of the Company and are not prejudicial to the interests of minority
shareholders, and accordingly, they recommend that Shareholders vote in favour thereof.
Mr. Yu Yuqun is interested in and has abstained from making any recommendations in respect of
the transactions in sub-paragraphs (b), (c), (d), (h), (j), (k) and (l) above.
Mr. Zheng Zuhua is interested in and has abstained from making any recommendations in respect
of the transactions in sub-paragraphs (e), (f), (g) and (j) above.
27.2 The Proposed Adoption of the New Articles of Association of the Company
The Directors, having considered the rationale for the proposed adoption of the New Articles, are
of the unanimous opinion that it is in the interests of the Company, and accordingly recommend
that Shareholders vote in favour of the Special Resolution in relation to the adoption of the New
Articles to be proposed at the EGM.
28. ABSTENTION FROM VOTING

The Vendors Concert Party Group and parties not independent of them will abstain from voting in
respect of their Shares on Ordinary Resolution 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11 and 12 and Special
Resolution 1 and shall not accept nomination as proxies or otherwise for voting on the above
resolutions unless they are given specific instructions as to voting.
29. EXTRAORDINARY GENERAL MEETING

The EGM will be held at 28 Quality Road, Singapore 618828 on 23 July 2014 at 3.00 p.m. for the
purpose of considering and, if thought fit, passing, with or without modifications, the resolutions
set out in the Notice of EGM relating to the following:
(a) the Proposed Share Consolidation;
(b) the Proposed CIMC Acquisition;
(c) the proposed allotment and issuance of the CIMC Aggregate Consideration Shares;
(d) the proposed allotment and issuance of the CIMC Additional Shares;
(e) the Proposed Management Co Acquisition;
(f) the proposed allotment and issuance of the Management Co Aggregate Consideration
Shares;
(g) the proposed allotment and issuance of the Management Co Additional Shares;
199
(h) the proposed allotment and issuance of the AM Conversion Shares;
(i) the proposed allotment and issuance of the Canaccord Shares;
(j) the Proposed Whitewash Resolution;
(k) the proposed appointment of the Proposed Director;
(l) the Proposed IPT Mandate;
(m) the Proposed Listing Transfer; and
(n) the Proposed Adoption of the New Articles of Association of the Company.
30. ACTION TO BE TAKEN BY SHAREHOLDERS

30.1 Appointment of Proxies
Shareholders who are unable to attend the EGM and who wish to appoint a proxy to attend and
vote at the EGM on their behalf will find attached to this Circular, a Proxy Form which they are
requested to complete, sign and return in accordance with the instructions printed thereon as
soon as possible and in any event so as to arrive at the registered office of the Company not less
than forty-eight (48) hours before the time fixed for the EGM. The completion and lodgement of
the Proxy Form by a Shareholder does not preclude him from attending and voting in person at
the EGM if he finds that he is able to do so.
30.2 When Depositor regarded as Shareholder

Depositors with Shares credited to their Securities Accounts who wish to attend and vote at the
EGM or appoint a proxy, must complete, sign and return the relevant Proxy Form completed by
CDP in accordance with the instructions printed thereon as soon as possible and in any event, so
as to reach the office of the Company’s Share Registrar, KCK CorpServe Pte Ltd, at 333 North
Bridge Road #08-00 KH KEA Building Singapore 188721, not less than forty-eight (48) hours
before the time set for the EGM. A Depositor will not be regarded as a member of the Company
entitled to attend the EGM and to speak and vote thereat unless his name appears on the
Depository Register as at forty-eight (48) hours before the EGM.
31. CONSENTS
The FA and Proposed Sponsor to the Company upon the Proposed Listing Transfer
Canaccord Genuity Singapore Pte. Ltd., the FA to the Company in relation to the Proposed
Acquisition and the Proposed Sponsor to the Company upon the Proposed Listing Transfer, has
given and has not withdrawn its written consent to the issue of this Circular with the inclusion of
its name and all references thereto in the form and context in which it appears in this Circular and
to act in such capacity in relation to this Circular.
The IFAs
ACA has given and has not withdrawn its written consent to the issue of this Circular with the
inclusion of its name, the ACA IFA Letter reproduced in Appendix A and all references thereto in
the form and context in which it appears in this Circular and to act in such capacity in relation to
this Circular.
AWFG has given and has not withdrawn its written consent to the issue of this Circular with the
inclusion of its name, the AWFG IFA Letter reproduced in Appendix B and all references thereto
in the form and context in which it appears in this Circular and to act in such capacity in relation to
this Circular.
200
The Valuer
Jones Lang LaSalle Corporate Appraisal and Advisory Limited has given and has not withdrawn
its written consent to the issue of this Circular with the inclusion of its name, the Valuation Report
reproduced in Appendix C and all references thereto in the form and context in which it appears in
this Circular and the availability of the Valuation Report as a document for inspection.
KPMG LLP
KPMG LLP, auditors to the Company, the Tianda Group, and reporting accountants of the
Enlarged Group, has given and has not withdrawn its written consent to the issue of this Circular
with the inclusion of the Independent Auditors’ Report on the Consolidated Financial Statements
of Shenzhen CIMC-Tianda Airport Support Ltd and its subsidiaries for the financial years ended
31 December 2011, 2012, and 2013 set out in Appendix D of this Circular, and the Report on the
Unaudited Pro Forma Consolidated Financial Information of the Enlarged Group for the financial
years ended 31 December 2011, 2012, and 2013 set out in Appendix E of this Circular and
references to its name in the form and context in which it appears in this Circular and to act in
such capacity in relation to this Circular.
Other professional parties

Each of Messrs. Lee & Lee, WongPartnership LLP, GFE Law Office, ATMD Bird & Bird LLP, Taj -
Société d’avocats and Iu, Lai and Li has given and has not withdrawn its written consent to the
issue of this Circular with the inclusion of its name and all references thereto in the form and
context in which they appear in this Circular and to act in such capacity in relation to this Circular.
Each of Messrs. Lee & Lee, WongPartnership LLP, GFE Law Office, ATMD Bird & Bird LLP, Taj -
Société d’avocats and Iu, Lai & Li does not make or purport to make any statement in this
Circular or any statement upon which a statement in this Circular is based and, to the maximum
extent permitted by law, expressly disclaim and take no responsibility for any liability to any
persons which is based on, or arises out of this statements, information or opinions of this
Circular.
32. RESPONSIBILITY STATEMENT BY DIRECTORS

The Directors and the Proposed Director collectively and individually accept full responsibility for
the accuracy of the information given in this Circular and confirm after making all reasonable
enquiries that, to the best of their knowledge and belief, this Circular constitutes full and true
disclosure of all material facts about the Proposed Transactions and the Proposed adoption of the
New Articles, the Company and its subsidiaries and the Enlarged Group and the Directors and/or
the Proposed Director are not aware of any facts the omission of which would make any
statement in this Circular misleading. Where information in this Circular has been extracted from
published or otherwise publicly available sources or obtained from a named source, or is
otherwise based on information obtained from the Proposed Director, the Vendors or the Target
Group Companies, the sole responsibility of the Directors and the Proposed Director has been to
ensure that such information has been accurately and correctly extracted from those sources
and/or reproduced in this Circular in its proper form and context.
33. RESPONSIBILITY STATEMENT BY TIANDA’S DIRECTORS

Please refer to Section B16 of the “Letter to Shareholders from the Directors of Tianda” for their
responsibility statement.
201
34. FINANCIAL ADVISER’S RESPONSIBILITY STATEMENT

Canaccord Genuity, the financial adviser to the Company, confirms that, to the best of its
knowledge and belief, this Circular constitutes full and true disclosure of all material facts about
the Proposed Transactions, the Pteris Group and the Enlarged Group, and Canaccord Genuity is
not aware of any facts the omission of which would make any statement in this Circular (other
than Appendices A to E) misleading. Where information in this Circular has been extracted from
published or otherwise publicly available sources, the sole responsibility of Canaccord Genuity
has been to ensure that such information has been accurately and correctly extracted from those
sources and/or reproduced in this Circular in its proper form and context.
35. INTERESTS OF FINANCIAL ADVISER, INDEPENDENT VALUER, AND IFAS

In the reasonable opinion of the Directors, save as disclosed herein, the Company does not have
any material relationship with Canaccord Genuity (the FA and Proposed Sponsor), Jones Lang
LaSalle Corporate Appraisal and Advisory Limited (the Independent Valuer), Asian Corporate
Advisors Pte. Ltd. (the IFA to the Company in relation to the Proposed Whitewash Resolution) and
Asiasons WFG Capital Pte Ltd (the IFA to the Company in relation to the Proposed IPT Mandate).
36. EXPERTS
None of the experts named in this Circular:
(a) is employed on a contingent basis by the Company or any of its subsidiaries;
(b) has a material interest, whether direct or indirect, in the shares of the Company or any of
its subsidiaries; or
(c) has a material economic interest, whether direct or indirect, in the Company or any of its
subsidiaries, including any interest in the Proposed Acquisition Completion.
37. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection at the registered office of the
Company during normal business hours for a period of three (3) months from the date of this
Circular:-
(a) the material contracts referred to in Section 23.4 entitled “Material Contracts” of this
Circular;
(b) the material contracts referred to in Section B13 entitled “Material Contracts” of the “Letter
to Shareholders from the Directors of Tianda”;
(c) the Valuation Report;
(d) the ACA IFA Letter;
(e) the AWFG IFA Letter;
(f) the Independent Auditors’ Report on the Consolidated Financial Statements of the Tianda
Group for FY2011, FY2012, and FY2013 set out in Appendix D of this Circular;
(g) the Unaudited Pro Forma Consolidated Financial Information of the Enlarged Group for
FY2011, 2012 and 2013 set out in Appendix E of this Circular;
(h) the letters of consent referred to in Section 31 of this Circular;
202
(i) the articles of association of Tianda;
(j) the Annual Report of the Company for the financial year ended 31 December 2013;
(k) the Memorandum and Articles of Association of the Company; and
(l) the New Articles proposed to be adopted by the Company.
38. ADDITIONAL INFORMATION

Your attention is drawn to the additional information set out in the Appendices of this Circular.
Yours faithfully
LIM JOO BOON

Chairman
For and on behalf of the Board of Directors of

Pteris Global Limited
24 June 2014
203
LETTER TO SHAREHOLDERS FROM THE DIRECTORS OF
SHENZHEN CIMC-TIANDA AIRPORT SUPPORT LTD.
Directors: Registered Office:

Mr. Li Yinhui No.4 Gongye Fourth Road,
Mr. Jin Jianlong Shekou, Nanshan District,
Mr. Yu Yuqun Shenzhen, Guangdong,
Mr. Qin Gang People’s Republic of China
Mr. Wang Jianzhong
Mr. Zheng Zuhua
24 June 2014
To: The Shareholders of Pteris Global Limited
Dear Sir / Madam
PROPOSED ACQUISITION BY PTERIS GLOBAL LIMITED (THE “COMPANY”) OF THE ENTIRE

EQUITY INTEREST OF SHENZHEN CIMC-TIANDA AIRPORT SUPPORT LTD. (“TIANDA”) FROM THE
SHAREHOLDERS OF TIANDA (THE “PROPOSED ACQUISITION”)
A. INTRODUCTION
This letter has been prepared by the directors of Tianda, on behalf of the Tianda Group, for
inclusion in this Circular.
Except where the context otherwise requires, capitalised terms defined in this Circular shall apply
throughout this Letter. For the purposes of this Letter, any references to “we”, “us”, and “our”
herein is a reference to Tianda or any member of the Tianda Group, as the context requires, and
any references to “director” or “directors” in this Letter is a reference to any director or directors of
Tianda, as the context requires.
B. INFORMATION ON THE TIANDA GROUP
B1. BACKGROUND
We are headquartered in Shenzhen, the People’s Republic of China (“PRC”). We specialise in
three main business segments, namely airport equipment (“AE”), materials handling systems
(“MHS”) and automated parking systems (“APS”). For our latest financial year (“FY”) ended 31
December 2013, our AE segment was the largest contributor to our revenue and profits, and the
products we manufacture and sell in this segment include passenger boarding bridges (“PBB”)
and ground support equipment (“GSE”). We believe that we are one of the largest suppliers of AE
in the PRC, and one of the largest suppliers of PBBs in the world. Please refer to Section B6.1
titled “Business Overview” of this Letter for further information on our product offerings.
We typically sell products in our AE segment directly to airports and airlines. Our major customers
include airports and airlines in the PRC and Europe. Since our incorporation in 1992, we have
sold various products such as Commuter PBB, T-type PBB, Nose Loader PBB, Apron Drive PBB
and apron buses to customers in more than 50 countries. In particular, we have manufactured and
supplied more than 3,000 PBBs to airports around the world.
The products which we offer in the MHS segment include unit air cargo handling systems, bulk
cargo handling systems, airline inflight catering systems and baggage handling systems. Our
systems are designed to handle different types of cargo and baggage. We believe that customers
who place orders for the products in our MHS segment recognise us for our technical capabilities.
In the APS segment, we design and manufacture various types of automated vehicle parking
systems, including shuttle transferring parking systems, vertical lifting parking systems, aisle
204
stacking parking systems, lift and vertical and horizontal carriage parking systems and lift only
parking systems. With our proprietary designs in the APS segment, we sell our parking systems
and services to large real estate developers in the PRC, including Zhongzeyuan Construction Inc.
We have also worked with local PRC governments in Longyan city in Fujian province and the
Shiyan sub-district in Hubei province to develop public parking services.
We have placed strong emphasis on innovation and research and development (“R&D”) since we
commenced operations. Such R&D efforts are necessary in order to improve the efficiency of our
manufacturing processes, and to ensure that we are able to engineer and customise new
products that would better cater to the needs of our customers. Over the years, our R&D efforts
have been validated by the numerous awards that we have won. We received the “National New
Key Product Award” conferred by the Ministry of Science and Technology, PRC for our PBBs, air
cargo handling systems and APS in 2006, 2007 and 2008 respectively. In 2010, we were awarded
the “Shenzhen Science and Technology Award” and in 2011, we were awarded the “Guangdong
Province Science and Technology Award (Second Place)” for our PBBs.
B2. GROUP STRUCTURE

Our group structure as at the Latest Practicable Date is illustrated below:
70% 30%
Tianda
70% 100% 100% 100% 100% 60%
Xinfa Airport CIMC-Tianda Shenzhen Langfang Kunshan CIMC-Tianda

Equipment Airport CIMC-Tianda CIMC Airport CIMC (Longyan)
Ltd. Support Logistics Support Ltd. Logistics Investment
(Hong Kong) System Automation Development
Limited Engineering Equipment Co., Ltd.
Co., Ltd. Co., Ltd.
Shenzhen Shenzhen Shenzhen

CIMC-Tianda CIMC-Tianda CIMC-Tianda
Airport Airport Airport
Support Ltd. Support Ltd. Support Ltd.
Hefei Branch(1) French French Liaison
Branch Office(1) Office(1)
Note:
(1) Branch/liaison office.
205
The details of Tianda and each of our subsidiaries and branch offices as at the date of this Letter
are as follows:
Registered
Capital / Effective
Name of Entity / Date and Authorised Issued and Equity
Principal place of Country of Share Paid Up held by
business Principal Activities Establishment Capital Capital Tianda
Tianda / PRC Manufacture and sale of 18 July 1992 / USD USD

AE, MHS and APS PRC 13,500,000 13,500,000 –
Xinfa Airport Manufacture and sale 3 December 1997 / RMB RMB 70.0%(1)
Equipment Ltd. of GSE PRC 10,000,000 10,000,000
/ PRC
Shenzhen CIMC- Installation and after- 19 December 2011 / –(2) –(2) –(2)
Tianda Airport sales services for APS PRC
Support Ltd. Hefei and equipment, operation
Branch / PRC and management of APS
CIMC-Tianda Sale and distribution 23 May 2013 / HKD HKD 1 100.0%

Airport Support of PBB and GSE Hong Kong 1,000,000
(Hong Kong)
Limited / Hong
Kong
Shenzhen CIMC- Planning, consultancy, 18 April 2013 / RMB RMB 100.0%

Tianda Logistics development, design, PRC 60,000,000 60,000,000
System production and integration
Engineering Co., of MHS
Ltd. / PRC
Shenzhen CIMC Project management and 15 November 2011 / –(2) USD –(2)
Tianda Airport market development France 13,500,000(3)
Support Ltd.
French Branch
Office / France
Shenzhen CIMC- On behalf of 28 December 2009 / –(2) (4) USD –(2) (4)
Tianda Airport Tianda, the sale France 13,500,000(3)
Support Ltd. and distribution of
French Liaison PBB and AE
office / France(4)
Langfang CIMC Manufacture and sale of 25 February 2014 / RMB RMB 100%
Airport Support AE, APS, MHS and GSE, PRC 10,000,000 10,000,000
Ltd. /PRC rental of factories and
property management
CIMC-Tianda Investment and asset 23 April 2014 / RMB –(5) 60.0%(6)

(Longyan) management in parking PRC 20,000,000(5)
Investment lot business
Development
Co., Ltd. / PRC
Kunshan CIMC Design, development, 7 May 2014 / RMB –(7) 100.0%

Logistics integration, information PRC 20,000,000(7)
Automation consultation, systems
Equipment engineering and equipment
Co., Ltd. / PRC planning of MHS
Notes:
(1) 30.0% of the issued share capital of Xinfa Airport Equipment Ltd. is held by a third party, Beijing Bowei Airport
Support Ltd. (“Beijing Bowei”). The shareholders of Beijing Bowei are not related to any of our directors or
controlling shareholders.
(3) This reflects the registered and paid-up capital of Tianda
(4) As at the Latest Practicable Date, the Tianda Group has the intention of winding up the Shenzhen CIMC-Tianda
Airport Support Ltd. French Liaison office and will be commencing winding up procedures in France.
(5) The registered capital of CIMC-Tianda (Longyan) Investment Development Co., Ltd. has not been paid up as at the
(6) The remaining 40.0% of the issued share capital of CIMC-Tianda (Longyan) Investment Development Co., Ltd is
held by a third party, Xiamen Xuanhe Real Estate Investment Co., Ltd (“Xiamen Xuanhe”). The shareholders of
Xiamen Xuanhe are not related to any of our directors or controlling shareholders.
(7) The registered capital of Kunshan CIMC Logistics Automation Equipment Co., Ltd. has not been paid up as at the
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Our shareholder, China International Marine Containers (Group) Limited (“CIMC”), is listed on the
Hong Kong Stock Exchange and Shenzhen Stock Exchange. None of our subsidiaries are listed
on any stock exchange and has not applied for listing on any stock exchange.
B3. SHARE CAPITAL

We are a Sino-foreign equity joint venture established in Shenzhen, the PRC on 18 July 1992
under the laws of the PRC, with our registered office at No. 4 Gongye Fourth Road, Shekou,
Nanshan District, Shenzhen, Guangdong, the PRC. As at the Latest Practicable Date, Tianda’s
registered capital is USD13.5 million. Tianda’s equity interests do not carry different voting rights.
Our term of operation is for a period of 30 years, from 18 July 1992 to 18 July 2022. The term of
operation may be extended by applying to the local Market Supervision Administration Bureau,
after approval by the commercial governing authority upon providing relevant documents,
including but not limited to amendments to our Articles of Association and shareholders’ resolution
for extension of the term of operation.
Save as disclosed below, there were no changes in our issued and paid-up share capital and that
of our subsidiaries within the last three (3) years preceding the Latest Practicable Date:
Date of Increased
Registration of Amount Resultant
Change, or Purpose of of Capital Paid-up
Subsidiaries Incorporation increase Contribution Capital
Xinfa Airport 7 February 2012 Increase in capital RMB 2,333,333 RMB 3,333,333
Equipment Ltd.
Xinfa Airport 15 February 2012 Increase in capital RMB 6,666,667 RMB 10,000,000
Equipment Ltd.
Shenzhen CIMC- 18 April 2013 Incorporation RMB 60,000,000 RMB 60,000,000

Tianda Logistics
System Engineering
Co., Ltd.
CIMC-Tianda 23 May 2013 Incorporation HKD 1 HKD 1

Airport Support
(Hong Kong)
Limited
Langfang CIMC 25 February 2014 Incorporation RMB 10,000,000 RMB 10,000,000

Airport Support Ltd.
As at the Latest Practicable Date, 30.0% of the equity interest of Tianda is held by Shenzhen
TGM Ltd, and 70.0% of the equity interest of Tianda is held by China International Marine
Containers (Hong Kong) Ltd (“CIMC-HK”), which is a wholly-owned subsidiary of CIMC. As at the
Latest Practicable Date, China Merchants Group Limited and China Ocean Shipping (Group)
Company are deemed interested in 25.5% and 22.8% of the equity interest of CIMC-HK
respectively, by virtue of their shareholding in CIMC. Both China Merchants Group Limited and
China Ocean Shipping (Group) Company are wholly-owned subsidiaries of the State-owned
Assets Supervision and Administration Commission of the State Council. Save as
aforementioned, Tianda is not, directly or indirectly, owned or controlled, whether severally or
jointly, by any person or government.
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Save as disclosed in this Letter:
(a) there has not been any public take-over offer, by a third party in respect of any of the
shares of any company in the Tianda Group or by any company in the Tianda Group in
respect of the shares of another corporation or the units of a business trust, which has
occurred between the beginning of the most recent completed financial year and the Latest
Practicable Date;
(b) as at the Latest Practicable Date, the directors of Tianda (the “Tianda Directors”) are not
aware of any arrangement, the operation of which may, at a subsequent date, result in a
change in control of Tianda; and
(c) as at the Latest Practicable Date, no option to subscribe for Tianda‘s shares has been
granted to, or was exercised by, any of its directors or chief executive officer.
B4. PRINCIPAL SHAREHOLDERS

Shareholding Structure
As at the Latest Practicable Date, the equity interests of the directors and substantial
shareholders of Tianda, are as follows:
Direct Interest Deemed Interest

No. of Shares % No. of Shares %
Directors
Li Yin Hui – – – –
Jin Jianlong – – – –
Yu Yuqun – – – –
Qin Gang – – – –
Wang Jianzhong – – – –
Zheng Zuhua – – – –
Substantial Shareholders
CIMC-HK(1) – 70.0 – –
Shenzhen TGM Ltd.(2) – 30.0 – –
CIMC – – – 70.0
Tianda Employees Trade Union – – – 30.0
Notes:
(1) CIMC-HK is a wholly-owned subsidiary of CIMC which is listed on the Hong Kong Stock Exchange and Shenzhen
Stock Exchange. As at the Latest Practicable Date, China Merchants Group Limited is deemed interested in 25.5%
of the shares of CIMC-HK and China Ocean Shipping (Group) Company is deemed interested in 22.8% of the
shares of CIMC-HK.
(2) The Tianda Employees Trade Union holds 36.9% of Shenzhen TGM Ltd. and as such, is deemed interested in the
shares of Tianda held by Shenzhen TGM Ltd. Zheng Zuhua also holds a 7.2% equity interest in Shenzhen TGM Ltd.
The rest of the equity interest in Shenzhen TGM Ltd. is held by employees of the Tianda Group, who each hold less
than 5.0% equity interest in Shenzhen TGM Ltd.
Significant Changes in Ownership

On 6 September 2013, CIMC-HK entered into a sale and purchase agreement with Techman
(Hong Kong) Limited (“Techman”), pursuant to which CIMC-HK agreed to sell, and Techman
agreed to purchase, 70.0% of the equity interest in Tianda. CIMC-HK will be undertaking an
internal restructuring pursuant to which Techman, which is an investment holding company, shall
hold as its sole asset, the legal and beneficial ownership of 70% equity interest in Tianda on or
before the CIMC Completion Date. This change in ownership of Tianda is expected to be
completed in July 2014. This change in ownership of Tianda is subject to the relevant PRC
regulatory approvals.
208
Save as disclosed above, there were no significant changes in ownership of the equity interest in
Tianda within the three (3) years preceding the Latest Practicable Date.
B5. HISTORY OF THE TIANDA GROUP

We were established as a Sino-foreign equity joint venture in Shenzhen, the PRC on 18 July
1992, under the laws of the PRC as Shenzhen Zhongji Airportech Ltd. In 1993, we changed our
name to Shenzhen Tianda Airport Support Ltd. and this was subsequently changed again in 1997
to Shenzhen CIMC-Tianda Airport Support Ltd. Our registered address and principal place of
business is at No. 4 Gongye Fourth Road, Shekou, Nanshan District, Shenzhen City, Guangdong,
PRC. Our company registration number is No 440301501135224 and our telephone and fax
numbers are 86-755-26688488 and 86-755-26685815 respectively.
Our history can be traced back to 1989 when we started as the research and development
division of the CIMC Group, focusing on the design and development of PBBs. In 1990, we
successfully installed and put into operation our first two PBBs in Tianjin Airport.
In 1994, we were awarded a USD9.4 million contract by Fuzhou International Airport to

manufacture and deliver 17 units of PBBs, 81 units of various GSE and one automated air cargo
warehouse. In 1997, we were awarded a RMB100.0 million contract by Beijing International
Airport for 100 units of PBBs. In 2003, we were awarded contracts for over 100 units of PBBs
from airports in Chongqing, Lhasa, Huangshan, Nanning and Shenzhen. In 2005, we successfully
leveraged our expertise in PBBs to develop a related product, seaport PBBs, and we believe that
we provided the PRC’s first two seaport PBBs to the cruise terminals of the ports in Dalian
Lushun and Yantai. Since our incorporation, we have won numerous significant contracts as we
expanded over the years. We believe that we have grown to become one of the largest suppliers
of PBBs in the world.
As we increased our market presence in the PRC, we have also been actively expanding our
international reach. We entered the French and Moroccan market in 2005, and we believe we
have since grown to become one of the largest suppliers of PBBs in Europe and North Africa. In
2006, we entered the South American market through securing contracts and we also secured
our first contract in Australia from Darwin International Airport in the same year. In 2009, we
further strengthened our presence in the European market and secured our first major contract
with Aeroports de Paris at Charles De Gaulle Airport in Paris for the supply and installation of 39
PBBs. In 2010, we entered into a five-year framework agreement with both Aeroports de Paris
and Amsterdam Airport Schiphol to be their sole PBB supplier. This framework agreement
provides for an option for a further five-year extension after the expiry of the initial term. In 2011,
we established a branch office in France in order to serve our European customers better and
also to establish relationships with other potential customers in the region.
As we consolidated our position in the PBB market both in the PRC and internationally, we also
sought to diversify our product mix. We began our MHS business in 1991 when we undertook an
air cargo handling project at the old Baiyun Airport in Guangzhou, and were one of the earliest
companies within the PRC to offer these systems. In 1999, we completed an MHS project at
Shanghai Pudong West Cargo Terminal, then the world’s second-largest airport cargo terminal. In
2003, we were awarded a contract valued at USD19.2 million in which we were the main
suppliers for the air cargo handling system for Guangzhou International Airport. In addition, we
have continually improved our MHS designs and developed improved systems to meet the market
demand for such services. More recently in 2012, we successfully bid in an open tender for the
automation of a refinery using MHS in Zhenhai, Zhejiang province in the PRC with a contract
value of approximately RMB54.0 million and for the automation of a warehouse storage and
transport system using MHS in Jiutai, Inner Mongolia in the PRC with a contract value of
RMB73.9 million. With the expertise we have demonstrated in this field, we believe that we have
developed to become one of the most recognised major players in the PRC domestic MHS
industry.
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In 1997, we embarked on background research and design work for semi-automatic parking
systems. Since 2002, we began developing our proprietary APS products to meet the increase in
demand for such services. We have patented a number of our systems both in the PRC and in
Germany. Together with our expertise in MHS and capabilities in APS, Tianda has provided
solutions to various real estate developers in the PRC, including Zhongzeyuan Construction Inc.
In 2013, we entered into a contract with Zhongzeyuan Construction Inc. with a project value of
approximately RMB60.0 million. In line with our strategy for continuous expansion, we continue to
work with local governments in the PRC to install our APS products in various localities.
In addition to organic expansion of our business lines, we have also acquired stakes in companies
that we believe would create synergies with the Tianda Group. In 2012, we acquired 70% of the
equity interest in Xinfa Airport Equipment Ltd., which helped to expand our manufacturing
capabilities to include airport apron buses. In the same year, Xinfa Airport Equipment Ltd.
successfully developed and delivered the dual drive apron bus, which is one of the latest models
of airport shuttle buses in the market and for which we are one of the few manufacturers in the
PRC.
Since our incorporation, we have dedicated significant resources to research and development.
Our research and development efforts have been validated by the numerous awards that we have
won over the years. We received the “National New Key Product Award” that was conferred by the
Ministry of Science and Technology for our PBBs, air cargo handling systems and APS in 2006,
2007 and 2008 respectively. In 2010, we were awarded the “Shenzhen Science and Technology
Award” and in 2011, we were awarded the “Guangdong Province Science and Technology Award
(Second Place)” for our PBBs.
Since our incorporation, we have also been actively expanding our production capabilities in order
to meet the growing demand for our products and to ensure prompt delivery to our customers. In
2012, we completed the acquisition of the land use right in relation to a plot of land in Shenzhen
to develop and build an office and a factory for the manufacturing of PBB, GSE, APS and MHS.
Barring unforeseen circumstances, completion of the first phase of these buildings is expected to
take place by the end of 2014. We also expect to relocate and consolidate our operations in
Shenzhen to this facility by the end of 2014.
B6. TIANDA GROUP’S BUSINESS

B6.1 Business Overview
Our business is divided into three (3) main segments, namely, AE, MHS and APS. In addition to
these 3 main segments, we have a services segment which is composed of the after-sales
services provided to our customers, including equipment servicing and sale of spare parts for our
products. In general, we provide warranty coverage for a period of 12 months for our products.
After the expiry of the warranty period, we continue to service our customers with comprehensive
operation and maintenance services, through which we continue to provide technical consultation,
supply spare parts and provide refurbishment services.
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The following is a summary of the different types of products that we offer to our customers:
AE
The products offered in the AE segment include PBBs and GSE.
PBBs are used to connect airport terminals to commercial aircraft, thus providing direct
access for passengers from the terminal to the aircraft and vice versa. They provide all-
weather comfort and safety for passengers between the airport terminal and aircraft.
Depending on the customer’s requirements, we are able to manufacture and provide PBBs
which are hydraulically driven, electro-mechanically driven or driven by a combination of
both hydraulics and electromechanics. In addition, we are able to design and manufacture
PBBs which are customised to serve different types of aircrafts or vessels in different
environments, such as seaport PBBs which connect ferry terminals and ships.
GSE comprises various types of special vehicles, including, amongst others, aircraft de-
icing vehicles, airport catering trucks, airport apron buses and aircraft cargo loader. Aircraft
de-icing vehicles spray de-icing liquid at the aircraft’s body to remove any ice formed on the
surface. The inflight catering truck is a multi-purpose vehicle used primarily to transport
food and beverage, luggage and other items, whilst the airport apron bus is used to
transport passengers between terminal buildings and remote aircraft stands. The aircraft
cargo loader is used to transport cargo to the cabin of the airplane.
MHS
The products offered in the MHS segment are principally used by airports and seaports to
handle and transport different types of cargo and baggage. Such products include, amongst
others, (i) the unit air cargo handling system, which is a self-propelled dual platform that
transports containers and pallets; (ii) the automatic conveying system, where goods are
transported either via a conveyor belt or an elevator; and (iii) the automatic sorting system,
where materials are identified by a coding system and then transmitted to a specific
location through an assembly line.
APS
With urban space becoming more densely populated and more expensive, car parking
space can be more efficiently utilised and maximised with an APS in place. Based on our
customers’ needs and specifications, we design and manufacture different parking systems,
including shuttle transferring parking systems, vertical lifting parking systems, aisle stacking
parking systems, vertical and horizontal carriage parking systems and lift-only parking
systems. These systems have varying specifications and uses, which can be applied to car
parking spaces with different physical constraints.
B6.2 Business Process

We have developed a comprehensive set of business procedures for our operations, which are
primarily as follows:
Solicitation of Orders and Business Opportunities

Our marketing and sales department is responsible for establishing and maintaining customer
relationships and securing orders from customers. We approach potential customers and also
correspond regularly with and conduct regular visits to our existing customers to maintain our
relationships with them and to procure and secure new orders. In addition, we also rely on
referrals from our existing customers to secure orders from new customers.
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Securing Orders
Most of our orders for PBBs and GSEs are awarded through open tenders called for by airports
internationally. For MHS and APS, our orders are secured by way of business contacts through
our business development and marketing teams, as well as through open market tenders. We
have a team of staff who monitor open tender offers called for around the world. Our marketing
and manufacturing teams would work together to submit a customised bid that meets the
technical specifications of the order at a competitive price. In general, payments from our
customers are typically made in four instalments. Upon placing an order, a deposit of 15% to 30%
of the contracted value of the order is required to be paid upfront. Prior to or upon delivery of the
products, the customer will pay the next instalment of 50% to 65% of the contracted value of the
order. The remaining contracted value of the order would be paid when customer testing and
acceptance has been completed, and a warranty bond with a value of 3% to 5% of the contracted
value of the order is issued. The warranty bond, which is issued to the customer to assure the
quality of our products, allows the customer to redeem the bond in the event of a defect in quality.
However, if no warranty bond is issued, then the remaining 3% to 5% of the contracted value of
the order would only be paid by the customer at the end of the warranty period. However,
depending on the customer, such contractual terms could be varied on a case-by-case basis.
Project Design and Engineering

The design and engineering work officially commences after the tender is successfully awarded.
The scope of work relating to the level of design and engineering will be detailed in the contract. A
detailed design and engineering review will be conducted by our engineers. Thereafter, our
engineers will create project designs that allow ease of purchase, fabrication and maintenance as
well as optimisation of costs. The customer will be furnished with updates pertaining to the
product design and our team tracks and documents comments from the customer until the
eventual approval of our design by the customer.
Procurement of Materials
Upon receiving the material list prepared by our engineering team based on the final approved
product design, our procurement department would place orders with our suppliers in order to
procure the necessary raw materials and components. We usually obtain quotes from several
suppliers, which have been evaluated and ranked by us based on factors such as price, reliability,
ability to meet delivery schedule, and the quality of their products and services. Furthermore, we
believe that as we have good relationships with our suppliers, we can ensure that our suppliers
comply with our purchase terms such as specified warranty periods to cover the period from the
sale of the materials from the supplier to us, the production and manufacturing process and up
until the end of the warranty period that we grant to our customers.
Manufacturing Process
Upon securing an order and obtaining the raw materials required to manufacture and deliver the
product to our customer, our manufacturing team will commence the production and delivery
process.
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The following is a diagram of the general production and delivery process for our products. The
manufacture of airport facilities equipment is a fairly complex process, which involves multiple
stages in order to ensure the safety, reliability and quality of the end product. Given the size of the
products, the manufacturing facility requires a large site, equipped with machines that would be
used for stamp cutting, welding, painting and other industrial processes:
(a) Stamp cutting
(b) Assembly
(c) Surface processing
(d) Addition of electrical

components
(e) Painting and

polishing
(f) Testing and quality

assurance
(g) Transportation and

delivery
(h) On-site installation,

commissioning and
handover
(a) Stamp cutting

Steel plates are cut and processed into the various component parts of the products.
(b) Assembly
The various component parts which have been processed are then welded and assembled
into a structural frame in accordance with the design of the product. In this stage, we rely
on specialised tools and equipment, as well as our stringent quality control processes in
order to ensure that the structure is sound and reliable.
(c) Surface processing

The surface of the structure is then processed in order to meet the necessary technical
specifications in relation to the thickness of the surface as well as paint adhesion.
(d) Addition of electrical components

The structure of the product is then fitted with the various mechanical and electrical
components required for operation of the product, in order to complete the construction of
the product.
213
(e) Painting and polishing

The product undergoes a second round of painting and polishing in order to prevent early
wear-and-tear.
(f) Testing and quality assurance

Upon completion of the assembly and construction of the product, we would carry out
various quality assurance tests at the production facility in order to ensure that all standards
are met before the product is packaged for transportation.
(g) Transportation and delivery

Depending on the size of the product, the product may be divided into various parts for
convenience of transportation before assembly onsite.
(h) On-site installation, commissioning and handover

When our products arrive at our customer’s site, our technical personnel will be present on-
site to provide any required installation and assembly services. Furthermore, to ensure that
our customers understand the operation and functions of our products, we provide on-site
operation and maintenance training.
Upon installation of the product at our customer’s site, we will typically extend to them a
period for testing the product before they are required to indicate acceptance of the
product.
After Sales
Operation and Maintenance Training
In order to ensure that our customers understand the operation of our products and have the
necessary technical expertise to operate and maintain our products, we will invite our customers
to attend the training classes which we conduct at our premises from time to time.
B6.3 Awards and Accreditations

We have been conferred the following key awards and accreditations for our products and quality
control:
Year Award/Accreditation Awarding Principal
2006 National New Key Product – Ministry of Science and

Tianda’s PBBs Technology, PRC

Tianda’s air cargo handling system Technology, PRC
2007 Quality Management System Certificate Universal Certification Service

Co., Ltd.

Tianda’s Auto-Parking System Technology, PRC
2008 and 2011 National High-Tech Enterprise Ministry of Science and

Technology and Ministry
of Finance, PRC
2008 (renewed ISO 9001:2008(1) Universal Certification Centre

for 3 year periods Co., Ltd.
in 2011 and 2014)
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Year Award/Accreditation Awarding Principal
2010 Shenzhen Science and Technology Shenzhen People’s Government,

Award PRC
2010 TUG EC type-examination certificate TÜV SÜD

NO.EG-MRL 052(2)
2011 Guangdong Province Science and Guangdong Province Science

Technology Award Second Place – and Technology Department, PRC
Tianda’s air cargo handling system
2011 ISO 14001:2004(3) Universal Certification Centre

Co., Ltd.
2011 OHSAS 18001:2007(4) Universal Certification Centre

Co., Ltd.
2011 Shenzhen Science and Technology Shenzhen People’s Government,

Award PRC
2013 Guangdong Province Science and Guangdong Province Science

Technology Award Second Place – and Technology Department, PRC
Tianda’s PBBs
2013 ISO 3834(5) International Institute of Welding
2013 GOST Certification(6) Commonwealth of Independent

States
2013 DIN Certification EN 18800-7(7) Deutsches Institut für Normung e.V.

(the German Institute for
Standardisation)
2013 UL Certification(8) Underwriter Laboratories Inc
Notes:
(1) ISO 9001:2008 accreditation provides independent verification of our quality management system.
(2) The TUG EC certificate reflects our compliance with safety standards widely accepted in Europe for our customised
components.
(3) ISO 14001:2004 accreditation provides independent verification of our environmental management system.
(4) OHSAS 18001:2007 accreditation provides independent verification of our occupational health and safety
management systems.
(5) ISO 3834 accreditation provides an independent verification of our welding and fabricating capabilities and
demonstrates our compliance with European and International standards.
(6) GOST Certification is a mandatory safety qualification required for the sale of our products in Russia and other
countries within the Commonwealth of Independent States.
(7) The DIN Certification is a European certification obtained in relation to our welding capabilities.
(8) Underwriter Laboratories Inc is an internationally recognised safety testing institution and the UL Certification
reflects our continued compliance with safety standards for our products.
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B6.4 Business Development

We have adopted various marketing and promotional activities to increase our brand profile and to
raise awareness among our customers. These activities include advertising on trade-related
websites and publications, participating in various trade fairs and exhibitions and organising or
participating in various seminars. These activities help to improve the presence of our brand and
market our products and services to potential customers. In 2013, we participated in, among
others, the Passenger Terminal Expo 2013 in Switzerland, the Airport Show 2013 in Dubai, United
Arab Emirates and the Airport Infra Expo 2013 in Brazil.
As at the Latest Practicable Date, our sales and marketing team, which is headed by Mr. Luan
Youjun, comprises 72 employees. Mr. Luan has extensive experience in this industry and has
headed our sales and marketing team for over 18 years.
The team is responsible for major sales and marketing activities which include maintaining
existing customer relationships and to ensure a future flow of orders from our existing customers.
We not only continue to develop business relationships with potential customers in order to extend
the scope of our business, but also pay close attention to the needs and preferences of our
customers and conduct regular visits to our existing customers to better understand their
concerns and conditions on-site. Our close interaction with our customers enables us to gain a
deeper understanding of their needs and allows us to recommend new products or potential
modifications that would better fulfil their needs. The relationships which we have built with our
customers also acts as a source of market intelligence, allowing us to keep abreast of current
trends and to be able to more quickly adapt to market demands. In addition, we may also be able
to secure orders from new customers due to referrals from existing customers.
B6.5 Major Suppliers

The following table sets out the major suppliers which accounted for 5.0% or more of our total
purchases for the financial years ended 31 December 2011, 2012 and 2013 (the “Period Under
Review”):
Percentage of total purchases (%)

Name of Supplier Products/ services supplied FY2011 FY2012 FY2013
Shenzhen Nanshan Machinery Parts 4.3 5.1 7.1

Hongshun Machinery Factory
A.T.E.S. Italiana SRL Pre-conditioned – 1.8 5.5

Air Units (“PCA”)
and 400Hz Converters
Our purchases from suppliers vary from year to year, depending on the type and specification of
the orders received from our customers, and size of our order books. We typically obtain quotes
from several suppliers before making a selection based on factors such as price, reliability,
purchase terms, ability to meet delivery schedule, and the quality of their products and services.
We do not enter into long-term contracts with any of our suppliers.
Our purchases from A.T.E.S. Italiana SRL increased from FY2012 to FY2013 due to a project in
Milan which required a large amount of PCA. Our purchases from Shenzhen Nanshan Hongshun
Machinery Factory have increased during the Period Under Review as it was able to fulfil our
stringent quality control standards.
The Tianda Directors believe that the Tianda Group is not materially dependent on any single
supplier. We are able to source products and services supplied by our major suppliers from other
suppliers in the market.
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Save as disclosed above, there are no suppliers whose sales to the Tianda Group accounted for
5.0% or more of its purchases for the Period Under Review.
To the best of their knowledge, the Tianda Directors are not aware of any information or
arrangements which would lead to a cessation or termination of the Tianda Group’s current
relationship with any of its major suppliers.
Save as disclosed above, none of the Tianda Directors, Shenzhen TGM Ltd. or CIMC-HK is
related to, nor has any interest (direct or indirect) in our major suppliers.
B6.6 Major Customers

The following table sets out the major customers which accounted for 5.0% or more of our total
revenue for the Period Under Review:
Percentage of total revenue (%)

Name of Customer Type of Products FY2011 FY2012 FY2013
Aeroport De Paris PBB 18.7 11.2 2.9
L’Office de L‘Aviation Civile et des PBB 17.1 1.7 –

Aeroports
China West Airport Construction PBB 5.7 0.1 0.6

Group Co., Ltd.
RATE (Australia) Pty Ltd PBB 5.4 – 0.9
Shenzhen International Airport PBB – 12.8 0.1
Hangzhou Xiaoshan International PBB – 10.8 0.2

Airport
Societa Per Azioni Esercizi PBB – 6.5 4.2

Aeroportuali S.E.A.
Shijiazhuang International Airport PBB – 6.2 –
Malaysia Airports Holdings Berhad PBB – – 14.8
Tianda South America Sistemas LTDA. PBB – – 9.0
Longdongbao International Airport PBB – – 5.2
Shenyang Taoxian International Airport PBB – – 8.1
China Petroleum & Chemical Corporation MHS – – 5.3

(Zhenhai Branch)
The revenue received from individual customers differs from year to year due to the nature of our
business, which is primarily project-based. We may not receive orders which are similar in size
and scope from the same customer every year. In addition, the various products we supply have
relatively long useful lives and do not need to be replaced on an annual basis.
As at the Latest Practicable Date, our revenue and profits are not materially dependent on any
single customer. Save as disclosed above, there are no customers whose revenue contribution to
the Tianda Group accounted for 5% or more of its revenue for the Period Under Review.
217
To the best of their knowledge, the Tianda Directors are not aware of any information or
arrangements which would lead to a cessation or termination of the Tianda Group’s current
relationship with any of its major customers.
None of the Tianda Directors, Shenzhen TGM Ltd. or CIMC-HK is related to, nor has any interest
(direct or indirect) in the aforementioned customers.
B6.7 Credit Management

Credit terms to customers
We have credit policies in place to ensure that credit is extended to creditworthy customers, and
that collection of payments is promptly followed up on. We typically grant to our customers credit
terms of between 30 to 90 days. The terms of credit extended would depend on the customer’s
payment records, financial position, frequency of purchases, value of purchase, strength of the
business relationship and past dealings.
Payments from our customers are typically made in four instalments. Please refer to Section B6.2
titled “Business Process” of this Letter for more details on the various payment periods.
Reminders are sent to customers should they fail to pay any sum due in accordance with the
contracted payment terms. Should a customer fail to make payment, we may halt project
operations and installation works, delay shipments, or withhold keys and passwords required to
operate the equipment or initiate legal proceedings.
The average trade receivables’ turnover days for the Period Under Review were as follows:
FY2011 FY2012 FY2013
Average trade receivables’ turnover days(1) 151 147 182
Note:
(1) The average trade receivables turnover days is computed based on: (average net trade receivables / revenue) x 365
days. The average net trade receivables balance is obtained by averaging the total of the beginning period balance
and the closing period balance.
Our average trade receivables turnover days during the Period Under Review were longer than
the credit terms granted because of a generally longer payment authorisation process in relation
to our customers in the PRC which mainly comprise airports and relevant authorities.
The average trade receivables turnover days were relatively stable at 151 days in FY2011 and
147 days in FY2012. However, the average trade receivables turnover days increased to 182 days
in FY2013 mainly due to (i) a significant increase in receivables that was recognised in December
2013 for a PBB project in Brazil, for which payment was only received subsequent to the year end
and (ii) an increase in the average trade receivables turnover days for projects in the PRC due to
the implementation of an audit requirement before the approval and release of payments by
airports and relevant authorities in 2013.
Provisions for impairment on trade receivables are made when the collectability of an outstanding
debt is in doubt. We perform on-going credit evaluation of our customers’ financial condition. In
general, for payments which are outstanding for more than 30 days, provision for impairment on
trade receivables will be made on a case-by-case basis based on estimates of the expected
collectible amounts and taking into account the expected timing of collections.
218
The amount of impairment on trade receivables and trade receivables written-off for the Periods
Under Review were as follows:
(RMB’000) FY2011 FY2012 FY2013
Allowance for doubtful trade receivables 7,605 11,273 1,293
Write-back of allowance for doubtful trade receivables – – –
Write-off of allowance for doubtful trade receivables – – –
The level of provision we have accorded to receivables takes into account factors such as
individual customers’ track records, credit worthiness and the ageing of customer’s receivables.
The ageing for the trade receivables as at 31 December 2013 was as follows:
Past due less Past due More than

Current than 1 year 1-2 years 2 years
Trade receivables’ ageing (% of total trade 74.6% 18.4% 3.1% 3.9%

receivables)
As at 31 December 2013, our trade receivables included amounts which were past due for more
than one year and allowance for doubtful trade receivables have been made for 5.8% of the total
trade receivables. Having taken into account the track record and credit worthiness of our
customers, namely airports and relevant authorities, these receivables net of allowance were
assessed to be recoverable and accordingly, were not written off. As at the Latest Practicable
Date, approximately RMB180 million representing approximately 35.6% of trade receivables
outstanding of RMB506 million as at 31 December 2013 had been collected.
Credit terms from suppliers

Payment terms granted by our suppliers vary from supplier to supplier and are also dependent on,
inter alia, our working relationship with the relevant supplier and the size of the transaction.
The average trade payables turnover days for the Period Under Review were as follows:
FY2011 FY2012 FY2013
Average trade payables turnover days(1) 71 88 113
Note:
(1) Average trade payables turnover days is computed based on: (average trade payables balance / materials,
subcontract and other direct costs (“MSO”)) x 365 days. The average trade payables balance is obtained by
averaging the total of the beginning period balance and the closing period balance.
The average trade payables turnover days increased from 71 days in FY2011 to 88 days in
FY2012 and increased subsequently to 113 days in FY2013. Our average trade payables turnover
days have increased due to our strong working relationships with our suppliers coupled with our
strong credit standing which we believe have given suppliers additional comfort in allowing for
longer credit terms.
219
B6.8 Inventory Management

The principal raw materials, parts and components which we use to manufacture our products
include electrical components and steel. We currently source the majority of the raw materials,
parts and components used in our products from multiple suppliers located in the PRC.
In general, we maintain a very limited inventory of raw materials and we typically place orders
with our suppliers for raw materials only upon securing orders from our customers. This is to
ensure that we do not over stock raw materials. Inventory control is undertaken in order to reduce
the risks of under and over stocking raw materials and we maintain an inventory of raw materials
at a small but appropriate level in order to facilitate the manufacturing process. Inventories of key
components are generally maintained at a level adequate to last approximately three months to
mitigate the risk of our business operations being affected by short term fluctuations in the prices
of such key components, as well as to provide for orders which have a shorter delivery schedule.
The average inventory turnover days are generally higher than the three months of key
components which we stock as work-in-progress comprise a significant amount of our inventories.
In addition, we monitor the fluctuations in the prices of steel in the international market, and we
may increase our inventory level of steel when we believe that the prices are appropriate. For the
Period Under Review, Tianda Group’s annual inventory turnover ratio was approximately 2.5
times.
The average inventory turnover days for the Period Under Review were as follows:
FY2011 FY2012 FY2013
Average inventory turnover (days)(1) 130 146 145
Note:
(1) Average inventory turnover days is computed based on the formula: (average inventory balance / cost of sales) x
365 days. The average inventory balance is obtained by averaging the total of the beginning period balance and the
closing period balance.
The average inventory turnover days for the Period under Review remained fairly constant,
ranging between 130 to 146 days, and these are generally acceptable and fluctuate within a
range under normal operating conditions due to the different delivery periods for the various
projects that might differ from year to year. In preparation for various major projects in FY2012
and FY2013 that Tianda had undertaken, there was an increase in the inventory of raw materials,
parts and components, as well as a significant increase in work-in-progress, which in turn caused
an increase in the inventory turnover from FY2011 to FY2012.
Our inventories are measured at the lower of cost and net realisable value. The cost of inventories
is calculated using the weighted average cost formula, and includes expenditure incurred in
acquiring the inventories, production or conversion costs and other relevant costs. In the case of
manufactured inventories and work-in-progress, cost includes an appropriate share of production
overheads based on normal operating capacity. We review our inventory periodically for declines
in net realisable value below cost and an allowance is recorded against the inventory balance for
any such declines.
220
B6.9 Insurance
As at the Latest Practicable Date, we implemented the social insurance plan for our employees
which includes retirement pension insurance, unemployment insurance, employees injury
insurance, medical insurance and maternity insurance as required by the PRC local insurance
administrative agency. In addition, to cover, amongst others, our machinery and equipment, as
well as public and products liability, transportation risks and personal accident insurance for our
employees, we have the following insurances:
(a) property insurance;
(b) machinery and equipment insurance;
(c) public and products liability insurance;
(d) cargo transportation insurance;
(e) group accident insurance to cover personal injuries or deaths caused by accidents in the
course of the Tianda Group’s business; and
(f) marine cargo insurance.
We have not experienced any difficulties in obtaining or renewing our insurance policies, or in
realising claims under any of our insurance policies.
Based on the above, the Tianda Directors believe that the above insurance policies are adequate
for the current operations of the Tianda Group. However, we will continue to evaluate our existing
insurance policies to determine whether the insurance coverage is sufficient for our operations.
B6.10 Intellectual Property

To maintain our competitive edge in this industry, we are committed to the development and
protection of our intellectual property portfolio. We rely on patent laws, trade secret laws,
employee confidentiality and non-compete agreements and third-party confidentiality and non-
compete agreements in order to protect our intellectual property. We own and have applied for
patents to protect the technologies, inventions and improvements that we believe are significant to
our business.
As at the Latest Practicable Date, we have 123 patents, trademarks and copyrights, of which 119
are registered in the PRC and 4 are registered outside the PRC in countries such as the United
States, Australia and Canada. As at the Latest Practicable Date, we believe the following patents,
trademarks and copyrights are material to our business:
Patents
Place of
No. Name of patent Owner registration Patent number Patent Type Expiry Date
1. An operating device for CIMC, PRC ZL 200410009313.X Invention 8 July 2024

the joint equipment of Tianda
PBB and the method of
connecting between
tarpaulin and framework
of the operating device
2. Trolley and parking CIMC, PRC ZL 200310121827.X Invention 18 December

system Tianda 2023
221
Place of
No. Name of patent Owner registration Patent number Patent Type Expiry Date
3. Auxiliary supporting unit, CIMC, PRC ZL 200410004652.9 Invention 25 February

PBB with the same and Tianda 2024
method for improving
stability of the PBB
4. Automatic adjustment CIMC, PRC ZL 200410009372.7 Invention 25 July 2024

device of the vehicle Tianda
centre and the adjustment
method thereof for APS
5. Running mechanism CIMC, PRC ZL 200510100860.3 Invention 26 October

for a PBB and control Tianda 2025
method thereof
6. A cable conveying CIMC, PRC ZL 200610062056.5 Invention 8 August

apparatus for PBB Tianda 2026
7. An adjustment method CIMC, PRC ZL 200810104104.1 Invention 14 April 2028

of lifting device for a PBB Tianda
and lifting device thereof
8. A PBB and control CIMC, PRC ZL 200810066320.1 Invention 19 March

circuit thereof Tianda 2028
9. A transition board CIMC, PRC ZL 200810247577.7 Invention 29 December

apparatus and PBB thereof Tianda 2028
10. A lifting device of the CIMC, PRC ZL 201010131541.X Invention 22 March

military cargo loader Tianda 2030
platform
11. Dual drive apron bus CIMC, PRC ZL 201220266458.8 Utility Model 6 June 2022
Tianda,
Xinfa
Trademarks
Place of Registration International

No. Trademark Registration Owner number Classification Term
1. PRC Tianda 717710 1209(1) From 28

November
2004 to 27
November
2014(2)
2. PRC Xinfa 8780809 1202(3) From 14

November
2011 to 13
November
2021
Notes:
(1) The 1209 classification applies to aviation vehicles.
(2) Renewable once every 10 years.
(3) The 1202 classification applies to motor coaches used in airports.
222
Copyrights
Registration Date of Registration

No. Name of Copyright Owner number / Duration
1. Intelligent Garage Tianda 2010SR023998 21 May 2010 /

Management System 50 years
Software V 1.0 (IEGMS)
2. Passenger Boarding Tianda 2010SR052101 8 October 2010 /

Bridge Controlling 50 years
System Software V 1.0
(PBBCS)
3. Passenger Boarding Tianda 2010SR059288 8 November 2010 /

Bridge Network 50 years
Monitoring System
Software V 1.0
(PBBMTS)
4. Air Cargo Monitoring Tianda 2010SR059286 8 November 2010 /

System Software V 1.0 50 years
(EMS)
5. Passenger Boarding Tianda 2010SR063107 25 November 2010 /

Bridge Management 50 years
(BBMS)
6. CIMC-Tianda Intelligent Tianda 2013SR011194 4 February 2013 /

Warehouse Management 50 years
(CIMCIWMS)
On 30 April 2014, we entered into licence agreements with CIMC, and where applicable, as well
as Xinfa Airport Equipment Ltd. (the “Patent Licensing Agreements”) pursuant to which CIMC
granted to Tianda and/or its subsidiaries, among others, the exclusive right to use the patents (i)
solely owned by CIMC, (ii) jointly owned by CIMC and Tianda and (iii) jointly owned by CIMC,
Tianda and Xinfa Airport Equipment Ltd., during the existence of the patents. The fees for the
maintenance of the patents will be payable by Tianda, and when applicable, as well as Xinfa
Airport Equipment Ltd. No fees shall be charged by CIMC for such right to use the patents.
Please refer to Section B11.2 titled “Present and Ongoing Interested Person Transactions –
Licence of Patents” of this Letter for further information on the licence agreements.
With respect to proprietary knowledge that is not patentable or for which patents are difficult to
enforce, we rely on non-disclosure agreements in order to safeguard our interests. All of our
personnel who have access to sensitive and confidential information have entered into non-
disclosure/confidentiality and non-competition agreements with us. We also take other precautions
to safeguard our proprietary knowledge, such as internal document controls and network
assurance procedures, including the use of a separate dedicated server for technical data.
Save as disclosed above, the Tianda Group does not have any patents, licences, trademarks or
other intellectual property rights which are material to its business or profitability.
223
B6.11 Quality Assurance

We have stringent quality control measures in place to identify and rectify potential quality issues.
In addition, our senior management is also actively involved in the drawing up of internal quality
control policies. We first obtained ISO 9001 accreditation for our products and services in 1994,
and have subsequently maintained the ISO 9001 accreditation yearly to-date. Further details of
our certifications relating to safety standards are set out in Section B6.3 titled “Awards and
Accreditations” of this Letter.
Our quality control procedures start with ensuring the quality of our raw materials, parts and
components. This would include, among others, an annual evaluation of our major suppliers and
sub-contractors, and inspection of raw materials, parts and components upon their arrival at our
factory. We regularly dispatch quality control personnel to our key suppliers at key stages of the
production and manufacturing process, as well as to our sub-contractors in order to ensure the
quality of the raw materials, parts and components we procure externally. Raw materials, parts
and components that fail to meet our internal inspection standards are returned to suppliers. Sub-
contractors that fail to meet our internal inspection standards will be dismissed.
In addition, we also put in place quality control measures in all key stages of our manufacturing
process, and we test all our finished products before they are delivered to our customers. If a
problem is detected, a failure analysis is performed to determine the cause. Internal quality control
publications are also distributed on a weekly and monthly basis in order to inform, examine, and
analyse quality control issues and problems that have been identified in order to continuously
improve its quality control measures.
The various raw material and components which we purchase from our suppliers also typically
come with a warranty which covers the entire period from the purchase of the raw materials and
components from our suppliers, the production and manufacturing process, and up until the end
of the warranty period that we grant to our customers. We typically provide a warranty period of
12 months to our customers. Product warranties typically require us to provide after-sales
services covering parts and labour for repairs that are not caused by normal wear and tear,
operator abuse, improper use or negligence. Our customers can return defective components of
our products to us during the warranty period.
Following the expiration of the warranty period, we may provide repair and maintenance services
for a fee based on the services required.
Our employees (in particular, our quality assurance team which comprises 35 members as at the
Latest Practicable Date) are involved in our quality management system throughout the entire
production and delivery life cycle so as to ensure all products adhere to the standards prescribed
under our quality control system.
B6.12 Research and Development

One of the key factors contributing to our growth is our emphasis on research and development.
We believe that our research and development capabilities and efforts have helped us to maintain
our position in the AE industry.
Over the years, we have expended significant resources in acquiring leading technology, design
tools and equipment in order to allow our research and development team to continually improve
on our designs and to design new products to respond to market demands. This has been
necessary in order for us to maintain our competitive edge in this industry.
224
Through our consistent research and development efforts over the past 20 years, we successfully
developed a full range of PBBs, including Commuter PBB, T-type PBB, Nose Loader PBB, Apron
Drive PBB and A380 PBB. In particular, we successfully developed a PBB compatible with the
A380 aircraft, incorporating design elements such as main and auxiliary wheel support and a
four-wheel independent walking upper door. In connection therewith, we received patents in the
PRC for the aforementioned design elements.
The strategy of looking beyond the present needs of the market has also enabled us to
continually develop new products such as GSE, APS and MHS. In 2003, we successfully
developed and launched an automated vehicle stacking parking system in Beijing which expands
the capacity of a car park by allowing a vehicle to be parked vertically above another. This model
was used by the Beijing Municipal Science and Technology Commission as a demonstration
project, which was a major industry milestone for the Tianda Group.
As at the Latest Practicable Date, we have 145 employees involved in the research and
development of our products.
For FY2011, FY2012 and FY2013, we incurred research and development expenses of RMB7.8
million, RMB11.0 million and RMB10.2 million respectively, representing 1.4%, 1.5% and 1.2% of
our revenue in each of the respective years. Including relevant staff costs, we incurred total
research and development and related expense of RMB28.3 million, RMB35.2 million and
RMB34.8 million, representing 5.0%, 4.7% and 4.1% of our revenue in each of FY2011, FY2012
and FY2013 respectively.
B6.13 Licences, Permits, Certificates and Approvals

As at the Latest Practicable Date, to the best of the Tianda Directors’ knowledge and belief, after
having made all reasonable enquiries, the Tianda Group is in compliance with all applicable laws
and regulations which are material to its business operations and the Tianda Group has obtained
all relevant material licences and permits necessary for its business operations. In addition, we
intend to renew all the relevant licences and permits as necessary. The licences and permits
obtained by the Tianda Group are as follows:
Licences, permits Valid Term/

Date and certificates Remark Renewal Period Authority
18 January 2008 Airport Equipment Certification for 18 January 2016 General

Certificate for Passenger the use of this Administration
Boarding Bridge PBB model in the of Civil Aviation
Model BS-H PRC airports of China
18 January 2008 Airport Equipment Certification for 18 January 2016 General

Certificate for Passenger the use of this Administration
Boarding Bridge PBB model in the of Civil Aviation
Model BL-H PRC airports of China
8 May 2009 Installation, Alteration, Licence for the 7 May 2013(1) General
Repair & Maintenance installation, alteration Administration
Licence of Special and repair of of Quality
Equipment (APS) parking equipment Supervision,
Inspection and
Quarantine of China
8 May 2013 Manufacture licence Licence for the 7 May 2017 General
of Special Equipment manufacture of Administration
(APS) certain models of Quality
of APS Supervision,
Inspection and
Quarantine of China
225
Note:
(1) Pursuant to notices and circulars released by the relevant government authorities in Guangdong Province, the
administrative approval system for enterprise qualification of the installation, alteration and maintenance of lifting
equipment has been abolished. In order to ease actual difficulties and assure the continuity of enterprises’
businesses and convenience of out-of-province construction for the originally obtained installation, alteration and
maintenance license with an expiration date before 31 December 2014, the expiration date of such licenses will be
automatically extended to 31 December 2014.
The Tianda Directors are not aware of any reasons which would cause or lead to non-renewal of
any of the relevant licences, permits, certificates and/or approvals necessary for the Tianda
Group’s business operations.
For details of legislation or regulatory controls applicable in the PRC, please refer to Appendix G
titled “Description of Relevant PRC Regulations” of this Letter for further details.
B6.14 Competition
The industry in which we operate is highly competitive. Competitive factors in our industry include,
amongst others, the selling price and quality of products and services, response time, track
record, technical expertise and production capacity. We face direct competition in both the PRC
and internationally. However, we believe that we are able to differentiate ourselves from our
competition due to various competitive strengths set out in the Section B6.15 of this Letter titled
“Competitive Strengths”.
To the best of the Tianda Directors’ knowledge, the following companies are considered our main
competitors:
AE
ThyssenKrupp AG
John Bean Technologies Corporation
Weihai Guangtai Airport Equipment Co., Ltd.
MHS
Taiyuan Twin-Tower Aluminium Oxide Co., Ltd.
Kunming Shipbuilding Equipment Co., Ltd.
Beijing Material Handling Research Institute
Wuxi Ding Logistics Equipment Co., Ltd.
Crane (Beijing) Building Materials Co., Ltd.
APS
Shenzhen Yee Fung Technology Ltd.
Hangzhou Xizi-IUK Parking Ltd.
Tangshan Top-Parking Ltd.
Beijing Aerospace Huixin Technology Co., Ltd
226
Despite the strong competition that Tianda Group faces in its different business segments, we
believe that we are able to maintain our competitive edge.
None of the Tianda Directors, Proposed Director, Proposed Executive Officers or Substantial
Shareholders of the Company immediately after the Proposed Acquisition or their respective
Associates has 5.0% or more interest, direct or indirect, in any of the above competitors of the
Tianda Group.
B6.15 Competitive Strengths

We believe that we possess the following competitive strengths that give us an edge over our
competitors.
Leading market position and recognised reputation in the airport equipment industry
Over the years, we have established a leading market position in the AE industry. Since our
establishment in 1992, we have sold various products such as Commuter PBBs, T-Type
PBBs, Nose Loader PBBs, Apron Drive PBBs and apron buses to customers in more than
50 countries. In particular, we have manufactured and supplied more than 3,000 PBBs to
airports across the world. We believe that we are one of the largest suppliers of AE in the
PRC, and one of the biggest suppliers of PBBs in the world.
Our leading market position and long history of supplying reliable and high-quality products
have helped to instil customer confidence in our products and services, and have enabled
us to further expand our business operations and secure new business opportunities.
Strong research and development capabilities

We dedicate significant resources to the research and development of new products and
services in order to enhance our competitiveness. We possess a strong and dedicated
research and development team, with many of the core team members having more than
20 years of experience in technology and product design. Their ability to solve complex
technical problems and strength in product design enable us to design new and more
efficient products in order to respond quickly to market demands. By leveraging our strong
research and development capabilities, we are able to build upon the sophisticated
technologies that we develop and introduce products tailored to our customers’ specific
needs. The efficiency of our manufacturing process is also improved and we are therefore
able to reduce operating costs and improve operating efficiency. In addition, our strong
research and development capabilities have also enabled us to continually manufacture
new and advanced products with significant commercial value.
As at the Latest Practicable Date, we have over a hundred patents. In 2005, through our
research and development efforts, we believe that we were the first in the world to
successfully develop PBBs compatible with the A380 aircraft, incorporating design
elements such as main and auxiliary wheel support and a four-wheel independent walking
upper door. We received patents in the PRC for the abovementioned design elements.
Stringent quality control processes

We place strong emphasis on delivering high quality products. We have a quality assurance
system that puts in place stringent quality control measures in order to ensure the quality of
our raw materials, parts and components, and we also have strict quality control
procedures established at every stage from marketing, engineering, and throughout our
manufacturing process from procurement to final delivery. With the extensive experience of
our employees, some of whom have more than 20 years of experience in manufacturing
management and production management, we are able to continually improve on the
quality of our products and to reduce manufacturing costs, thereby increasing our
227
competitive edge. We test all finished products before they are delivered to our customers
and if a problem is detected, failure analyses are conducted in order to determine the
cause.
These quality control procedures and guidelines ensure that we are able to deliver high
quality products tailored to our customers’ needs and specifications.
We have also obtained ISO 9001 accreditation, which is a testament to our quality control
processes.
Experienced and professional management team

Our senior management team has extensive experience in the airport facilities equipment
industry, with many of the team members having more than 20 years of experience in the
civil aviation industry. Their strong management capabilities, product and industry
knowledge and business networks allow them to identify market trends and demands. Their
ability to identify new business opportunities and strong commitment to achieving positive
results has also contributed significantly to the growth of our business and is vital to our
continued growth and future development. Furthermore, our project management team has
undertaken numerous projects over the years and has extensive experience in managing
projects of various sizes.
B6.16 Staff and Training

Staff
We recruit, train and retain skilled and experienced workers. We achieve this by offering
competitive remuneration packages, as well as by focusing on training and career development.
As at the Latest Practicable Date, we have 1,120 full-time employees. The following table sets out
a breakdown of the aggregate number of full-time employees by function:
Number of Employees
As at 31 As at 31 As at 31
Function December 2011 December 2012 December 2013
Operations and Manufacturing 524 594 583

Finance 12 15 21
Research and Development 128 155 142
Sales and Marketing 42 47 66
Quality Assurance 27 27 31
Strategic Development 7 13 10
Services 73 81 100
Others (including human resource, IT 16 32 41
and administration)
Total 829 964 994
As at 31 December 2011, 31 December 2012 and 31 December 2013, all our employees are
based in the PRC, except for one employee who is based in our branch office in Paris. From time
to time, our employees may be deployed overseas depending on the requirements of our projects.
All our employees are unionised. To the best of the Tianda Directors’ knowledge, the relationship
between the management and the labour union has been good and there have been no employee
disputes that have materially affected our business and operations. The Tianda Group also does
not employ a significant number of temporary, contract or part-time staff.
228
Save as required under the laws and regulations applicable to the Tianda Group, including
contributions to state pension funds, we have not set aside or accrued any amounts for the
provision of pension, retirement or similar benefits for any of our employees.
Staff training
In order to ensure that our employees are competent in their roles and responsibilities, we provide
the following structured training programmes:
(a) Safety Training

Due to the nature of our business, we provide safety-related training for our employees so
as to increase safety awareness in the workplace. All new employees have to undergo
safety training and an examination will be conducted at the end of the safety training.
(b) Orientation Training

All new employees have to undergo orientation training within 3 months of their
employment. The type of training differs according to the requirements of the various
departments and the individual designations of each employee. As a guideline, an
administrative worker shall be trained for no less than 20 hours and a manual worker shall
be trained for no less than 7 hours.
(c) On-the-job Training, Workshops and Seminars

In the course of the employment, we provide on-the-job training in areas such as project
management and professional knowledge. We also send our employees to attend
vocational courses, workshops and seminars conducted by relevant authorities.
Expenses incurred in relation to training for our employees in each of FY2011, FY2012 and
FY2013 were not significant.
B6.17 Properties, Plant and Equipment

As at the Latest Practicable Date, we own the following properties:
Nature and Approximate

Description Land Area
Owned by of Property Location Tenure (Sq Metre) Encumbrances Usage
Tianda Land use Fuyong street, From 31 132,221 – Office and

rights Baoan District, December Manufacturing
Shenzhen, 2009 to 30
Guangdong, December
PRC 2059
As at the Latest Practicable Date, we have leased or licensed the following properties:
Approximate Monthly
Leased/ Land Area Rental Lessor/
Licensed by Location Tenure (Sq Metre) (RMB) Licensor Usage
Tianda No. 4 Gongye From 1 16,152 131,907 China Office and

Fourth Road, December Merchants Manufacturing
Shekou, 1995 to 30 Shekou
Nanshan November Industrial
District, 2025 Zone
Shenzhen, Co., Ltd.
Guangdong,
PRC
229
Approximate Monthly
Tianda No. 19 From 1 22,024 264,282 Shenzhen Manufacturing

Haiwan Road, January Southern
Nanshan District, 2014 to 31 CIMC
Shenzhen, December Containers
Guangdong, 2014 Manufacture
PRC Co., Ltd.
Tianda No. 19 From 1 1,523 45,675 Shenzhen Office

Haiwan Road, January Southern
Guangdong, 2014 Manufacture
PRC Co., Ltd.
Tianda Zuopaotai, From 1 11,478 114,780 Shenzhen Storage Yard

Chiwan Road, January Southern
Guangdong, 2014 Service
PRC Co., Ltd.
Tianda Zuopaotai, From 1 2,665 66,625 Shenzhen Warehouse

Chiwan Road, January Southern
Guangdong, 2014 Service
PRC Co., Ltd.
Shenzhen N°A4, 1er From 1 82 17,801 La S.C.I Office

CIMC Etage, January PERIPIERRE
Tianda Bâtiment A, 2014 to 31
Airport Saint James December
Support Park, 3 2022
Ltd. French Chemin de
Branch la dîme,
Office Roissy en
France
95700
Xinfa No.97 From 1 929 28,257 Beijing Office

Changping Road, November Shouyexinyuan
Shahe, 2012 to 30 Technology
Changping District, November Development
Beijing, PRC 2014 Co., Ltd
Xinfa No.97, From 1 7,400 195,823 Capital Manufacturing

Jingchang December Steel
High-tech 2008 to 30 Metallurgy
Industry Park, November Machinery
Changping Road, 2014 Factory
Shahe, (later renamed
Changping District, Beijing
Beijing, PRC Shouyexinyuan
Technology
Development
Co., Ltd.)
230
Approximate Monthly
Shenzhen C1408, Lu From 1 68 2,600 Yang Qinghua Office

CIMC- Di Ying Hai January
Tianda Building, 2012 to 15
Airport Ma’an Shan January
Support Road and 2017
Ltd. Hefei Tai Hu Road
Branch intersection,
Bao He District,
Hefei, Anhui,
PRC
Shenzhen Unit 504, 19 March 133 2,000 Shen Yan Office,

CIMC- Block 2, 2014 to 19 Residential
Tianda 4th Period, March 2015
Airport International
Support Flower City,
Ltd. Hefei Government
Branch District, Hefei,
Anhui, PRC
Tianda Third to ninth 15 April 7,840 142,625 Shenzhen Dormitory

storey, Unit A, 2014 to Xingnantai
Baishixia 30 April Real Estate
Industry Park, 2017 Brokerage
Tangwei Co. Ltd.
Community,
Fuyong
Sub-district,
Baoan District,
Shenzhen,
Guangdong, PRC
As at the Latest Practicable Date, the Tianda Directors are not aware of any existing breach of
any obligations under the abovementioned lease or licence agreements that would result in their
termination by the lessor/licensor or non-renewal, if required, when they expire.
We utilise our manufacturing facilities for the production of AE, MHS and APS products which are
tailored to suit our customers’ needs and vary for each project in terms of specifications,
complexity, resource requirements and time required. The output of our manufacturing operations
are non-standardised items and we are unable to determine production capacity in a meaningful
way.
The capacity and production output of our production facilities are dependent upon several
factors, including the size of our factories, number, type, length and size of ongoing projects,
capability of production equipment, manpower resources, capital and outsourcing capability. Our
production and storage facilities have an aggregate floor area of approximately 50,000 square
metres. With these facilities and our current workforce, and on the assumption that our factories
are used solely to build PBBs, the Tianda Directors estimate that our factories are able to produce
a maximum annual output as set out in the table below.
The following table sets out the estimated annual production capacity and the utilisation rate of
our production facilities for our products for the Period Under Review:
FY2011 FY2012 FY2013
PBB
Production capacity(1) (units) 300 (2)
400 (2)
400
Actual production (units) 270 380 388
Utilisation rate(3) 90.0% 95.0% 97.0%
231
Notes:
(1) Production capacity is estimated based on the operation of our facilities and based on 261 days of operations (total
number of working days in a year in the PRC, in general) per annum for 8 hours per day.
(2) Production capacity increased from FY2011 to FY2012 due to an increment of 2,400 square metres to the area of
the storage yard.
(3) Calculated based on actual production volume divided by estimated production capacity of the relevant year.
As at 31 December 2013, the net carrying value of our land use rights, property, plant and
equipment amounted to an aggregate of RMB180.1 million, comprising mainly (i) construction of a
new factory amounting to RMB98.6 million and (ii) land use rights amounting to RMB59.6 million
as described below. The balance of RMB21.9 million relates to machinery and equipment, office
and other equipment, plant and buildings and motor vehicles.
In 2012, we completed the acquisition of land use rights to a plot of land in Shenzhen with a land
area of 132,221 square metres to develop and build an office and a factory to increase our
production capabilities. Completion of the development and building of these buildings will take
place in two phases and the total cost of the land use rights and development costs expected to
be incurred is RMB520 million, with RMB320 million expected to be incurred in the building of the
first phase. As at the Latest Practicable Date, approximately RMB187 million has been expended.
The source of funds for this project includes our working capital and financing from CIMC Finance
Company Ltd (“CIMC Finance”). Completion of the first phase of these buildings is expected to
take place by the end of 2014 and the Tianda Directors believe that after the completion of the
first phase, the new plant is expected to double our production capacity.
There are no regulatory requirements or environmental issues that may materially affect our
utilisation of the above properties and fixed assets, save as disclosed under the Section
“Summary of Relevant PRC Laws and Regulations” as set out in Appendix G of this Circular and
Section B10 titled “Risk Factors Relating to the Tianda Group” of this Letter.
B6.18 Seasonality
Adverse weather conditions during winter, which typically occur from January to March, may affect
the airport facilities equipment industry, and the Lunar New Year holidays in the PRC which
typically occur in January or February may affect production, and hence our businesses.
B6.19 Order Book

As at the Latest Practicable Date, we have an order book amounting to approximately RMB1.49
billion, of which approximately RMB977 million is expected to be fulfilled in FY2014 and the
remaining order book of RMB516 million is expected to be fulfilled in FY2015 and onwards.
The order book includes orders from a variety of customers spread across various geographical
regions and does not reflect any particular concentration of risk. We expect to continue securing
orders while the existing orders are being fulfilled. Such order books may be subject to
cancellation, deferral or rescheduling by customers. Accordingly, the order books at any particular
date may not be indicative of our revenue for the succeeding period.
B7. SELECTED FINANCIAL INFORMATION

The following selected financial information of the Tianda Group should be read in conjunction
with the full text of this Circular, including the “Independent Auditors’ Reports on the Consolidated
Financial Statements of Shenzhen CIMC-Tianda Airport Support Ltd and its subsidiaries for the
Financial Years ended 31 December 2011, 2012, and 2013”, as set out in Appendix D of this
Circular.
232
B7.1 Results of operations of the Tianda Group
Audited
(RMB’000) FY2011 FY2012 FY2013
Revenue 565,364 754,314 857,894

Other income 6,772 17,199 13,686
Staff costs (62,115) (89,450) (119,884)
Depreciation (1,843) (2,410) (2,711)
Foreign exchange differences 2,792 2,443 1,185
Finance expense (1,125) (2,521) (4,395)
Profit before income tax 53,897 84,607 83,480
Income tax expense (8,745) (11,240) (10,768)
Profit for the year representing total 45,152 73,367 72,712

comprehensive income for the year
Profit/ Total comprehensive income attributable to:

Non-controlling interests – 234 1,793
45,152 73,367 72,712
B7.2 Financial Position of the Tianda Group
Audited
As at 31
December
(RMB’000) 2013
Non-current assets
212,673
Current assets
Inventories 214,033
Other financial assets 3,037
830,778
Total assets 1,043,451
233
Audited
As at 31
December
(RMB’000) 2013
Equity
Reserves 275,900

30,593
Current liabilities
Provisions 38,088
623,965
Total equity and liabilities 1,043,451
B8. MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND

FINANCIAL CONDITION OF THE TIANDA GROUP
The following discussion of the Tianda Group’s results of operations and financial position should
be read in conjunction with the full text of this Letter and this Circular, including the “Independent
Auditors’ Reports on the Consolidated Financial Statements of Shenzhen CIMC-Tianda Airport
Support Ltd and its subsidiaries for the Financial Years ended 31 December 2011, 2012, and
2013” set out in Appendix D of this Circular.
The discussion in this section, except for historical information, may contain forward-looking
statements that involve risks and uncertainties. The Tianda Group’s actual results may differ
significantly from those projected in the forward-looking statements. Factors that might cause
future results to differ significantly from those projected in the forward-looking statements include,
but are not limited to, those discussed below and elsewhere in this Circular, particularly in Section
22 titled “Risk Factors” of this Circular and Section B10 titled “Risk Factors Relating to the Tianda
Group” of this Letter. Under no circumstances should the inclusion of such forward-looking
statements herein be regarded as a representation, warranty or prediction with respect to the
accuracy of the underlying assumptions by the Tianda Group or any other person. Shareholders
are cautioned not to place undue reliance on these forward-looking statements that speak only as
of the date hereof. Please refer to the section titled “Cautionary Note Regarding Forward-Looking
Statements” of this Circular.
For the purpose of the Management’s Discussion and Analysis of Results of Operations and
Financial Position of the Tianda Group, the term “Period Under Review” herein refers to the period
which comprises FY2011, FY2012 and FY2013.
234
B8.1 Overview
The Tianda Group is principally engaged in the manufacture of (i) airport equipment, which
comprises passenger boarding bridges and ground support equipment; (ii) materials handling
systems; and (iii) automated parking systems. The main markets in which the Tianda Group
currently operates in are PRC, Asia, Europe, and South America.
Revenue
The Tianda Group derives revenue mainly from the following business segments:
(i) Airport Equipment, which mainly comprises the design and manufacture of passenger
boarding bridges and ground support equipment such as airport catering trucks and airport
apron buses;
(ii) Materials Handling Systems, which include the provision of products such as unit air cargo
handling systems, automatic conveying systems and automatic sorting systems which are
principally used to handle and transport cargo and baggage;
(iii) Automated Parking Systems, which includes the design and manufacture of different types
of parking systems for automobiles; and
(iv) Services and Others, which comprise the maintenance and repair services for products
sold in the various business segments above and the training of personnel to operate the
various equipment.
Revenue from the sale of goods is mainly recognised when significant risks and rewards of
ownership have been transferred to the customer. Revenue from rendering of maintenance and
installation services and operation services for APS is recognised upon the delivery of such
services. Billings are generally made in accordance with agreed milestones as described in
Section B6.2 titled “Business Process” of this Letter. The duration of our projects may range from
between a few weeks to a few years due to the different scale of projects.
Our customers may require retention fees or a warranty bond of approximately 3% to 5% of the
contract value, and a 1 year warranty. The retention amounts or warranty bond will be released at
the end of 1 year.
As the Tianda Group’s revenue is largely project-based, its revenue may experience significant
fluctuations year-on-year. The main factors affecting the Tianda Group’s revenue include the
following:
development projects, including upgrading and expansion of existing airports as well as
(ii) overall growth of the domestic materials handling and logistics industry;
(iii) pace of urbanisation and resulting demand for APS;
(iv) its ability to maintain technological and cost competitiveness in the markets that it operates
in;
(v) its ability to retain existing customers and secure new orders. Demand for its products is
determined by its product quality, price competitiveness and service quality; and
(vi) its ability to recruit and retain key staff, who are instrumental to the strong engineering,
product development and management capabilities of the Tianda Group.
235
affect the Tianda Group’s revenue.
A breakdown of the Tianda Group’s revenue, according to its business segments and
geographical segments for FY2011, FY2012 and FY2013 are as follows:
FY2011 FY2012 FY2013

(RMB’000) % (RMB’000) % (RMB’000) %
Airport Equipment 506,052 89.5 625,745 83.0 701,763 81.8

Material Handling Systems 16,437 2.9 37,690 5.0 83,563 9.7
Automated Parking Systems 21,024 3.7 61,923 8.2 43,436 5.1
Services and Others 24,699 4.4 34,127 4.5 35,260 4.1
Business tax and surcharges (2,848) (0.5) (5,171) (0.7) (6,128) (0.7)
Total 565,364 100.0 754,314 100.0 857,894 100.0
FY2011 FY2012 FY2013

(RMB’000) % (RMB’000) % (RMB’000) %
PRC 203,018 35.9 522,709 69.3 466,345 54.3

Asia(1) 11,469 2.0 1,901 0.3 185,533 21.6
Europe 181,655 32.1 186,503 24.6 111,385 13.0
South America 68,878 12.2 41,922 5.6 77,779 9.1
Africa 69,889 12.4 – – 9,417 1.1
Australia 30,455 5.4 1,279 0.2 7,435 0.9
Total 565,364 100.0 754,314 100.0 857,894 100.0
Note:
(1) Excluding revenue from PRC
The Tianda Group’s revenue is mainly derived from customers located in PRC, Asia,
Europe and South America, collectively representing in aggregate 82.2%, 99.8% and
98.0% of total revenue for FY2011, FY2012 and FY2013 respectively. For the purposes of
geographical segmentation, revenue is classified according to the location of our projects.
Materials, subcontract and other direct cost (“MSO”)

The main component of MSO for the Tianda Group is the cost of materials, comprising electrical
and mechanical components, electrical control components, steel and aluminium. MSO also
comprises subcontracting cost, where the Tianda Group provides the specifications for specific
components to be produced by its sub-contractors.
Other direct cost comprises ancillary costs associated with the on-site installation process,
including fees and expenses in relation to electrical power and utilities, rental of the factory,
transportation, logistics and product inspection. Other direct labour costs such as wages and
salaries are accounted for under Staff Costs.
236
The main factors affecting MSO of the Tianda Group include the following:
(i) fluctuations in prices of steel and aluminium, which are the main raw materials used in the
manufacturing of its products;
(ii) its ability to manage projects and avoid cost overruns; and
(iii) its ability to manage and control subcontracting costs.
Please refer to Sections 22 and 18.6 of this Circular titled “Risk Factors” and “Prospects, Trend
affect the Tianda Group’s MSO.
The breakdown of the Tianda Group’s MSO during the Period under Review is set out as follows:
MSO FY2011 FY2012 FY2013

(RMB’000) % (RMB’000) % (RMB’000) %
Materials 309,283 94.7 451,475 93.6 488,372 90.1

Subcontracting costs 5,507 1.7 4,781 1.0 12,316 2.3
Other direct costs 11,830 3.6 26,295 5.4 41,325 7.6
Total 326,620 100.0 482,551 100.0 542,013 100.0
Cost of materials as a percentage of total MSO decreased slightly over the Period Under Review,
amounting to 94.7%, 93.6% and 90.1% in FY2011, FY2012 and FY2013 respectively. The
increase in MSO was generally in line with the expansion of scope and size of Tianda’s business
activities.
The breakdown of the Tianda Group’s MSO during the Period Under Review by business segment
(RMB’000) FY2011 FY2012 FY2013
Airport Equipment 286,248 392,807 442,927

Material Handling Systems 14,131 29,067 51,502
Automated Parking Systems 17,772 44,079 29,265
Service & Others 8,469 16,598 18,319
Total 326,620 482,551 542,013
While it is possible to segment the Tianda Group’s revenue by geographical regions, the allocation
of costs cannot be done in a similar manner with reasonable accuracy as costs may be pooled for
different projects. As the Tianda Group does not track the allocation of its MSO by geographical
regions, any attempt to match these expenses to revenue in the various geographical regions is
therefore not meaningful.
Other income
Other income amounted to RMB6.8 million, RMB17.2 million and RMB13.7 million in FY2011,
FY2012 and FY2013 respectively, representing 1.2%, 2.3% and 1.6% of the Tianda Group’s
revenue for the respective financial years.
237
A breakdown of the other income of the Tianda Group during the Period Under Review is set out
as follows:
Other Income FY2011 FY2012 FY2013

(RMB’000) % (RMB’000) % (RMB’000) %
Interest income 273 4.0 763 4.4 1,741 12.7

Rental income 685 10.1 145 0.8 1,350 9.9
Gain on disposal of property, plant 40 0.6 8 0.0 51 0.4
and equipment
Government grants 3,641 53.8 8,093 47.2 5,516 40.3
Write-back of provision for guarantees – – 5,557 32.3 – –
for third parties
Gain from change in fair value of – – – – 3,185 23.3
financial derivatives
Sales of scrap materials 2,133 31.5 2,092 12.2 1,815 13.3
Others – – 541 3.1 28 0.2
Total 6,772 100.0 17,199 100.0 13,686 100.0
Interest income refers to interest received on cash balances with commercial banks and with
CIMC Finance. Rental income is derived from the fees on renting out fully depreciated containers.
Government grants comprise funding for research and development, technical innovation,
the same periods in which the relevant expenses are recognised. Government grants amounted to
RMB3.6 million, RMB8.1 million and RMB5.5 million in FY2011, FY2012 and FY2013 respectively.
In addition, the Tianda Group also recorded a gain of RMB5.6 million in FY2012 from the write-
back of provisions for guarantees for third parties. This was in relation to a contract which was
entered into between the American Houston Airport (the “Houston Airport”), the American Home
Assurance Company (“AHA”) and the Tianda Group on 14 November 1997, for the purchase of
13 PBBs from the Tianda Group. AHA served as the guarantor of the contract. On 2 November
1998, the Houston Airport issued a notice to terminate the contract with the Tianda Group, and on
26 May 1999, requested AHA to compensate it for approximately USD1.5 million incurred to
purchase the PBBs from other suppliers as the Tianda Group was unable to deliver the PBBs on
time to meet the airport’s demand. The amount of approximately USD1.5 million was recorded as
a provision and recognised in the profit or loss. Consequentially, the Tianda Group provided a
banker’s guarantee of USD2.0 million to AHA. As at 31 December 2012, AHA’s guarantee had not
been called by the Houston Airport, and the Tianda Group reduced the banker’s guarantee to
USD0.6 million, with the excess of USD0.9 million (equivalent to approximately RMB5.6 million)
being recognised as other income in FY2012. As at the Latest Practicable Date, AHA’s guarantee
remained uncalled by the Houston Airport.
Staff costs
Staff costs of the Tianda Group comprise wages and salaries, bonus, housing fund, social
insurance and other benefits.
Staff costs amounted to RMB62.1 million, RMB89.5 million and RMB119.9 million in FY2011,
FY2012 and FY2013 respectively, representing 11.0%, 11.9% and 14.0% of the Tianda Group’s
revenue in the respective years.
238
Depreciation
Depreciation costs of the Tianda Group relates to its property, plant and equipment and amounted
to RMB1.8 million, RMB2.4 million and RMB2.7 million in FY2011, FY2012 and FY2013
respectively, representing 0.3% of the Tianda Group’s revenue in each of the respective years.
Foreign exchange differences

In addition to projects denominated in RMB, the Tianda Group also secures projects denominated
in other foreign currencies, and typically manages its foreign currencies exposures arising from
revenue and costs denominated in foreign currencies, using forward contracts.
Foreign exchange differences of the Tianda Group amounted to gains of RMB2.8 million, RMB2.4
million and RMB1.2 million in FY2011, FY2012 and FY2013 respectively, representing 0.5%,
0.3% and 0.1% of the Tianda Group’s revenue in the respective years.
Foreign exchange differences comprise (i) unrealised foreign exchange gains or losses arising
from the revaluation of foreign currency denominated monetary assets and liabilities; and (ii)
realised foreign exchange gains or losses arising from the settlement of foreign currency forward
contracts.

Other operating expenses of the Tianda Group amounted to RMB129.3 million, RMB112.4 million
and RMB120.3 million in FY2011, FY2012 and FY2013 respectively, representing 22.9%, 14.9%
and 14.0% of the Tianda Group’s revenue in the respective years.
Other operating expenses comprises mainly general and administrative expenses, marketing
expenses, impairment loss and losses from fair value changes.
General and administrative expenses comprise mainly research and development expenses,
travel expense, entertainment expenses, agency fees, consulting fees, audit fees, legal fees and
other miscellaneous expenses. Impairment losses are primarily related to bad debts from
accounts receivables and provision for inventory impairment. Losses from fair value changes are
mainly due to the revaluation of foreign currency forward contracts.
Finance expense
Finance expenses of the Tianda Group relate mainly to interest expense and bank charges. It
amounted to RMB1.1 million, RMB2.5 million and RMB4.4 million in FY2011, FY2012 and
FY2013 respectively, representing 0.2%, 0.3% and 0.5% of the Tianda Group’s revenue in the
respective years. These expenses mainly related to interest payments for amounts owing to CIMC
and borrowings from CIMC Finance and transaction fees relating to securing projects bonds from
banks.
Income tax expense

The Tianda Group is subject to income tax at the applicable statutory tax rate in the PRC, which
was 25.0% during the Period Under Review. However, during the Period Under Review, the
Tianda Group enjoyed a preferential tax rate of 15.0% which was extended to enterprises with
advanced and new technology.
FY2011 FY2012 FY2013

(RMB’000) (RMB’000) (RMB’000)
Income tax expense 8,745 11,240 10,768

Effective tax rate (%) 16.2% 13.3% 12.9%
239
The effective tax rate in FY2011 was higher than 15.0% due to non-deductible business
entertainment expenses and commission expenses, while the effective tax rate in each of FY2012
and FY2013 was lower than 15.0% due to tax incentives in relation to research and development
expenses.
Inflation
For the Period Under Review, the performance of the Tianda Group was not materially impacted
by inflation.
Changes in accounting policies

In FY2013, the Tianda Group adopted new or amended FRS and interpretations to FRS (“INT
FRS”). Changes to the Tianda Group’s accounting policies have been made as required in
accordance with the transitional provisions in the respective FRS and INT FRS. The adoption of
these new or amended FRS and INT FRS did not result in substantial changes to the Tianda
Group’s accounting policies and had no material effect on the Tianda Group’s financial
statements. Save for the above, accounting policies have been consistently applied by the Tianda
Group for the Period Under Review.
B8.2 Review of Past Performance

FY2011 vs FY2012
Revenue
Overall revenue increased by RMB189.0 million or 33.4% from RMB565.4 million in
FY2011 to RMB754.3 million in FY2012. This was attributable to an increase in revenue
contribution from all business segments.
Revenue from the AE segment increased by RMB119.7 million or 23.7%, from RMB506.1
million in FY2011 to RMB625.7 million in FY2012, due to increased revenue contribution
from the sale of both PBBs and GSE. This was due mainly to the completion of more PBB
Xiaoshan International Airport and Shijiazhuang International Airport in PRC. In addition, on
5 January 2012, the Tianda Group acquired 70% equity interests in Xinfa Airport
Equipment Ltd. (“Xinfa”) (the “Xinfa Acquisition”), a company engaged in the manufacture
and sale of ground support equipment for the aviation industry. The consolidation of
revenue from the acquisition of Xinfa Airport Equipment Ltd. helped to bolster revenue
within the AE segment by RMB45.6 million.
The MHS segment experienced an increase in revenue of RMB21.3 million or 129.3%, from
RMB16.4 million in FY2011 to RMB37.7 million in FY2012. This was primarily attributable to
successful completion of projects in FY2012 which had been delayed in FY2011. The
revenue from these projects was recognised in FY2012 upon the successful completion of
user acceptance testing.
The APS segment experienced a growth in revenue of RMB40.9 million or 194.5%, from
RMB21.0 million in FY2011 to RMB61.9 million in FY2012. Due to the price
competitiveness of its products, the Tianda Group was able to capitalise on the growth of
the Chinese car park industry, selling APS systems catering to more than 2,500 parking
lots in FY2012, as compared to APS systems catering to approximately 900 parking lots in
FY2011. During FY2012, Tianda also increased the number of distribution channels, built
up brand equity with customers and improved its ability to deliver quality projects on time
and within budget.
240
Revenue from the Services and Others segment increased by RMB9.4 million or 38.2%,
from RMB24.7 million in FY2011 to RMB34.1 million in FY2012, due to an expansion of its
business and increased need for maintenance services.

Revenue from customers in PRC increased by RMB319.7 million or 157.5% in FY2012,
due mainly to the completion of several contracts to provide PBBs to airports in PRC,
including Shenzhen International Airport, Shijiazhuang International Airport, and Hangzhou
Xiaoshan International Airport, as well as an increase in domestic contracts for the
provision of MHS and APS which were completed in FY2012.
The above increase in revenue from PRC was partially offset by:
(i) a decrease in revenue from customers in Africa from RMB69.9 million in FY2011 to
nil in FY2012, due mainly to the completion of contracts with Tunis–Carthage
International Airport in Tunisia, Léopold Sédar Senghor International Airport in
Senegal and Bamako-Senou International Airport in Mali in FY2011;
(ii) a decrease in revenue from customers in Australia by RMB29.2 million or 95.8% in

FY2012, due mainly to the completion of contracts with Melbourne Airport and Perth
Airport in FY2011; and
(iii) a decrease in revenue from customers in South America by RMB27.0 million or

39.1% in FY2012, due mainly to the completion of a contract with Tocumen
International Airport in Panama in FY2011.
MSO
MSO increased by RMB155.9 million or 47.7% from RMB326.6 million in FY2011 to RMB482.6
million in FY2012. MSO as a percentage of revenue increased from 57.5% in FY2011 to 63.5% in
FY2012, due to increase in materials and other direct costs as a percentage of revenue.
MSO as a percentage of revenue for each business segment in each of FY2011 and FY2012 is
set out as follows:
FY2011 FY2012
% of % of
(RMB’000) revenue (RMB’000) revenue

Total 326,620 57.5% 482,551 63.5%
mainly due to (i) the AE segment arising primarily from higher materials costs as a percentage of
revenue, and partially offset by (ii) decreases in MSO as a percentage of revenue from the MHS
and APS segments, as we grew our track record in these segments and increased our margins. In
general, MSO as a percentage of revenue for each business segment may fluctuate from year to
year as a result of different margins contributed by different projects.
241
Other Income
Other income increased by RMB10.4 million or 154.0% to RMB17.2 million in FY2012, from
RMB6.8 million in FY2011. The increase was mainly due to an increase in government grants for
the high-tech industries and the write-back of provisions for guarantees to third parties as
described in Section B8.1 titled “Overview” of this Letter.
Staff Costs
Staff costs increased by RMB27.3 million or 44.0% to RMB89.5 million in FY2012, from RMB62.1
million in FY2011. The increase was largely due to increase in wages of the domestic Chinese
labour force, as well as the increase in staff headcount resulting from the Xinfa Acquisition.
Depreciation
Between FY2012 and FY2011, depreciation increased by RMB0.6 million or 30.8% to RMB2.4
million in FY2012, from RMB1.8 million in FY2011. The increase was largely due to purchase of
Foreign Exchange Differences

Foreign exchange differences decreased by RMB0.4 million or 12.5%, from a gain of RMB2.8
million in FY2011 to a gain of RMB2.4 million in FY2012, mainly due to the weakening of EUR
against the RMB.
Other Operating Expenses

Other operating expenses decreased by RMB16.9 million or 13.1%, from RMB129.3 million in
FY2011 to RMB112.4 million in FY2012, due mainly to a decrease in marketing expenses by
RMB26.3 million and a decrease in losses from fair value changes arising from foreign exchange
forward contracts entered into by the Tianda Group to manage its foreign currency exposure by
RMB3.6 million. The decrease in marketing expenses was due mainly to a decrease in provisions
for warranties, as well as a decrease in commissions paid to sales agents. In FY2011, 12.4% of
total revenue was derived from the Africa market, where the Tianda Group had to rely on
distributors and agents to help market its products and increase its presence, resulting in higher
sales commission expenses. These expenses decreased in FY2012 as the projects in Africa had
been completed.
The above was partially offset by an increase in allowance for impairment losses on receivables,
allowance for impairment loss on property plant and equipment, and allowance for provision in
diminution in inventories by an aggregate of RMB6.4 million, an increase in general and
administrative expenses by RMB6.7 million mainly as a result of increase in research and
development expenses, agency fees and entertainment expenses.
Finance Expense
Finance expense increased by RMB1.4 million or 124.1%, from RMB1.1 million in FY2011 to
RMB2.5 million in FY2012, due to an increase in borrowings to finance the construction of the
new factory and transaction fees relating to securing project bonds from banks and settlement
charges for payments and receipts.
Profit before Income Tax

Profit before income tax increased by RMB30.7 million or 57.0% from RMB53.9 million in FY2011
to RMB84.6 million in FY 2012. This was mainly attributable to higher revenue, an increase in
other income and a decrease in other operating expenses.
242
FY2012 vs FY2013
Revenue
Overall revenue increased by RMB103.6 million or 13.7%, from RMB754.3 million in
FY2012 to RMB857.9 million in FY2013. This was due to increased revenue contribution
from the AE, MHS and Services and Others segments, partially offset by a decrease in
revenue contribution from the APS segment.
Revenue from the AE segment increased by RMB76.0 million or 12.1%, from RMB625.7
million in FY2012 to RMB701.8 million in FY2013. This was due to an increase in projects
completed during the year, including major projects for Shenyang Taoxian International
Airport, Viracopos International Airport and Kuala Lumpur International Airport.
The MHS segment continued to experience significant increase in revenue by RMB45.9

million or 121.7%, from RMB37.7 million in FY2012 to RMB83.6 million in FY2013, due to
the continued strong growth in the domestic market arising from emphasis on capital
expenditures to increase productivity.
Revenue from the Services and Others segment increased by RMB1.1 million or 3.3%,
from RMB34.1 million in FY2012 to RMB35.3 million in FY2013, due to the increase in
business activities across other segments and the corresponding increase in maintenance
and after-sales services provided.
The above was partially offset by lower revenue contribution from the APS segment which
decreased by RMB18.5 million or 29.9%, from RMB61.9 million in FY2012 to RMB43.4
million in FY2013 as the Tianda Group experienced some projects delays as customer and
user acceptance testing could not be completed in time.

Geographically, the increase in revenue of the Tianda Group was mainly attributable to the
increase in revenue contribution from customers in Asia (excluding PRC) and South
America, partially offset by a decrease in revenue contribution from customers in Europe
and the PRC.
The increase in revenue was due mainly to the following:
(i) an increase in revenue from customers in Asia (excluding the PRC), from RMB1.9
million in FY2012 to RMB185.5 million in FY2013, due mainly to the completion of a
major contract to provide PBBs to the Kuala Lumpur International Airport in Malaysia
in FY2013; and
(ii) an increase in revenue from customers in South America by RMB35.9 million, from
RMB41.9 million in FY2012 to RMB77.8 million in FY2013, due mainly to the
completion of a contract to provide PBBs to Viracopos International Airport in Brazil.
The above increase in revenue was partially offset by:
(i) a decrease in revenue from customers in Europe by RMB75.1 million, from

completion of projects in Europe in FY2012, including Aéroports De Paris; and
(ii) a decrease in revenue from customers in the PRC by RMB56.4 million, from
completion of contracts for Shenzhen International Airport and Hangzhou Xiaoshan
International Airport.
243
MSO
MSO increased by RMB59.5 million or 12.3% from RMB482.6 million in FY2012 to RMB542.0
million in FY2013, in line with the increase in revenue. MSO as a percentage of revenue
decreased slightly from 63.5% for FY2012 to 62.7% in FY2013. MSO as a percentage of revenue
for each business segment in each of FY2012 and FY2013 is set out as follows:
FY2012 FY2013
% of % of
(RMB’000) revenue (RMB’000) revenue

Total MSO 482,551 63.5% 542,013 62.7%
The decrease in MSO as a percentage of revenue from 63.5% in FY2012 to 62.7% in FY2013
was mainly due to the MHS and APS segments, as we continued to grow our track record in
these segments and increased our margins. In general, MSO as a percentage of revenue for each
business segment may fluctuate from year to year as a result of different margins contributed by
different projects.
Other Income
Other income decreased by RMB3.5 million or 20.4% to RMB13.7 million in FY2013, from
RMB17.2 million in FY2012. This was due mainly to (i) the absence of a write-back of provisions
for guarantees for third parties of RMB5.6 million which was recognised in FY2012, in relation to
the contract entered into with the Houston Airport and AHA, and (ii) a decrease in government
grants by RMB2.6 million.
The above was partially offset by (i) a gain of RMB3.2 million arising from change in fair value of
foreign currency forward contracts entered into by the Tianda Group to manage its foreign
currency exposure, as the RMB continued to strengthen against foreign currencies during FY2013
and (ii) an increase in rental income by RMB1.2 million, as more fees were received from the
leasing out of fully depreciated containers.
Staff Costs
Staff costs increased by RMB30.4 million or 34.0%, from RMB89.5 million in FY2012 to
RMB119.9 million in FY2013. The increase was largely due to the continued increase in wages of
the domestic Chinese labour force and the increased scale of the Tianda Group’s operations.
Depreciation
Depreciation increased by RMB0.3 million or 12.5%, from RMB2.4 million in FY2012 to RMB2.7
million in FY2013, as a result of addition of motor vehicles, machinery and other equipment, and
higher revenue in FY2013. Depreciation in any year is partially accounted for in work-in-progress,
resulting in higher depreciation in subsequent years when higher revenues are recognised.
Foreign Exchange Differences

Foreign exchange differences decreased by RMB1.2 million or 51.5%, from a gain of RMB2.4
million in FY2012 to a gain of RMB1.2 million in FY2013, mainly due to less fluctuations in foreign
exchange rates.
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Other Operating Expenses

Other operating expenses increased by RMB7.9 million or 7.0%, from RMB112.4 million in
FY2012 to RMB120.3 million in FY2013, due mainly to an increase in marketing expenses by
RMB19.9 million due mainly to higher provision for warranties and an increase in general and
administrative expenses by RMB1.9 million which was in line with the increase in revenue. This
was partially offset by a decrease in allowance for impairment loss by RMB11.6 million due mainly
to a decrease in allowance for impairment loss on receivables and the absence of losses from fair
value changes of RMB2.6 million which was recognised in FY2012, arising from forward contracts
entered into to manage its foreign currency exposure.
Finance Expense
Finance expense increased by RMB1.9 million or 74.3%, from RMB2.5 million in FY2012 to
RMB4.4 million in FY2013. This was due to an increase in borrowings to finance the construction
of the new factory and working capital requirements.
Profit before Income Tax

Profit before income tax decreased by RMB1.1 million or 1.3% from RMB84.6 million in FY2012
to RMB83.5 million in FY2013. This was mainly attributable to a reduction in other income,
increased staff costs, other operating expenses and finance expenses.
B8.3 Review of Financial Position

A review of the financial position of the Tianda Group as at 31 December 2013 is set out below:
Current assets
Current assets comprise (i) inventories, (ii) trade and other receivables, (iii) other financial assets,
and (iv) cash and cash equivalents. As at 31 December 2013, the Tianda Group’s current assets
amounted to RMB830.8 million, and accounted for 79.6% of total assets.
Inventories
Inventories, which comprise mainly raw materials, work-in-progress, finished goods and spares,
amounted to RMB214.0 million and accounted for 20.5% of total assets as at 31 December 2013.

Trade and other receivables, which comprise mainly trade receivables, advances to and non-trade
amounts due from CIMC, prepayments, deposits and other receivables, amounted to RMB575.4

Other financial assets, which comprise foreign currency forward contracts entered into to manage
foreign currency exposure, amounted to RMB3.0 million and accounted for 0.3% of total assets as

Cash and cash equivalents amounted to RMB38.3 million and accounted for 3.7% of total assets
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Non-current Assets
Non-current assets comprise (i) property, plant and equipment, (ii) intangible assets, (iii) land use
rights and deposit, (iv) deferred tax assets and (v) long-term prepaid expenses. As at 31
December 2013, the Tianda Group’s non-current assets amounted to RMB212.7 million and
accounted for 20.4% of total assets.

Property, plant and equipment, which comprise factory under construction, plant and buildings,
machinery and equipment, motor vehicles, office and other equipment, amounted to RMB120.6
Intangible assets
Intangible assets, which comprise software and operating rights for an APS project whereby
Tianda has the right to continue to charge users of the APS, and goodwill in relation to the Xinfa
Acquisition, amounted to RMB11.4 million and accounted for 1.1% of total assets as at 31
December 2013.
Land use rights and deposit

Land use rights held by the Tianda Group at Baoan District for the new factory, amounted to
RMB59.6 million and accounted for 5.7% of total assets as at 31 December 2013. The land use
rights are amortised over the lease term of 50 years and recognised under other operating
expenses. As at 31 December 2013, the Tianda Group also recorded deposit for land use rights
amounting to RMB8.4 million, which accounted for 0.8% of total assets, for the purchase of land
use rights at Hua Bei region. The land has an approximate area of 80,000 square metres and will
be used for the GSE business.
Deferred tax assets

Deferred tax assets amounted to RMB12.7 million and accounted for 1.2% of total assets as at 31
December 2013.
Current liabilities
Current liabilities comprise (i) financial liabilities, (ii) trade and other payables, (iii) provisions, and
(iv) provision for taxation. As at 31 December 2013, the Tianda Group’s current liabilities
amounted to RMB624.0 million and accounted for 95.3% of total liabilities.
Financial liabilities, which comprise term loans, amounted to RMB85.4 million and accounted for
13.0% of total liabilities as at 31 December 2013.

Trade and other payables amounted to RMB486.6 million and accounted for 74.3% of total
liabilities as at 31 December 2013. This comprised mainly accruals and other payables of
RMB231.0 million, trade payables of RMB172.3 million, dividends payable to CIMC-HK of
RMB70.2 million, trade amounts due to related companies of RMB6.3 million, and amounts due to
Beijing Bowei of RMB6.3 million.
Accruals and other payables relate to advance payments from customers which will be recognised
as revenue upon commissioning and handover of products to customers, and amounts payable to
suppliers.
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Provisions
Provisions, which comprise warranties for product quality and guarantees for third parties,
amounted to RMB38.1 million and accounted for 5.8% of total liabilities as at 31 December 2013.
Guarantee for third parties were in relation to the contract entered into between the Houston
Airport, AHA and the Tianda Group. Please refer to Section B8.1 titled “Overview – Other Income”
of this Letter for further information.
Provision for taxation

Provision for taxation amounted to RMB13.9 million and accounted for 2.1% of total liabilities as
As at 31 December 2013, non-current liabilities comprised deferred income, which amounted to
RMB30.6 million and accounted for 4.7% of total liabilities. Deferred income relates to grants and
special funds from the government, which are recognised initially as deferred income upon receipt
and when there is reasonable assurance that the conditions associated with the grant or fund can
be complied with. They are then recognised as other income over the useful life of the related
asset.
Deferred income as at 31 December 2013 comprised RMB30 million of special funds from the
Shenzhen Development and Reform Commission to be used in the construction of the new
factory, and RMB0.6 million of grants from the Shenzhen Finance Committee to be used for the
acquisition of equipment.
B8.4 Liquidity and Capital Resources

A summary of our cash flow statement for the Period Under Review is set out in the table below:
(RMB’000) FY2011 FY2012 FY2013
Net cash generated from / (used in) operating activities 46,592 (34,434) 67,383
Net cash used in investing activities (26,165) (16,905) (74,404)
Net cash (used in) / generated from financing activities (6,916) 49,494 10,682
Net (decrease) / increase in cash and cash equivalents 13,511 (1,845) 3,661
Cash and cash equivalents at beginning of financial year 23,549 36,641 34,541
Effect of foreign exchange rate changes on cash and cash (419) (255) 77
equivalents
Cash and cash equivalents at end of financial year 36,641 34,541 38,279
FY2011
Net cash generated from operating activities before working capital changes was RMB78.5
million. Net cash outflow from changes in working capital of RMB21.3 million was mainly due to:
(a) an increase in inventories and contract work-in-progress of RMB52.0 million, in line with
increased sales orders secured during the year;
(b) an increase in trade and other operating receivables of RMB11.0 million, in line with
increased sales orders and revenue;
(c) an increase in operating payables of RMB58.0 million, in line with increased revenue and
business activities, as well as improved payment terms extended by suppliers; and
(d) product warranty provisions utilised for the year amounting to RMB16.2 million.
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The Tianda Group paid income taxes of RMB10.6 million in FY2011. As a result, net cash flows
from operating activities amounted to RMB46.6 million.
Net cash used in investing activities was RMB26.2 million, of which RMB23.8 million was used for
the construction of the factory at the Baoan District.
Net cash used in financing activities amounted to RMB6.9 million, and was primarily used for
dividend distributions to shareholders.
a net increase of approximately RMB13.1 million in the Tianda Group’s cash and cash
equivalents, from RMB23.5 million as at 1 January 2011 to RMB36.6 million as at 31 December
2011.
FY2012
(a) an increase in inventories and contract work-in-progress of RMB108.5 million, in line with
increased sales orders during the year;
(b) an increase in trade and other operating receivables of RMB122.4 million, which was in line
with increased sales orders and revenue;
(c) an increase in operating payables of RMB130.0 million in line with increased revenue and
business activities, as well as improved payment terms extended by suppliers; and
used in operating activities amounted to RMB34.4 million.
Net cash used in investing activities amounted to RMB16.9 million, due to RMB21.7 million used
mainly to fund construction of the new factory, partially offset by a net increase in cash of RMB4.2
million arising from the Xinfa Acquisition, as well as interest received on cash deposits of RMB0.8
million.
Net cash from financing activities amounted to RMB49.5 million, due mainly to proceeds
amounting to RMB50.0 million from new loans drawn down to finance the construction of the new
factory, partially offset by interest paid on the loans amounting to RMB0.5 million.
a net decrease of RMB2.1 million in the Tianda Group’s cash and cash equivalents, from
RMB36.6 million as at 1 January 2012 to RMB34.5 million as at 31 December 2012.
FY2013
(a) an increase in trade and other receivables of RMB147.8 million, of which RMB99.9 million
was in an increase in trade receivables, arising from revenue growth of 13.7% in FY2013
as well as longer trade receivables turnover days mainly due to (i) a significant increase in
receivables that was recognised in December 2013 for a PBB project in Brazil, for which
payment was only received subsequent to the year end and (ii) an increase in the average
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trade receivables turnover days for projects in the PRC due to the implementation of an
audit requirement before the approval and release of payments by airports and relevant
authorities in 2013. The increase in trade and other receivables was also due to an
advance of RMB40.0 million to CIMC as at 31 December 2013;
(b) a decrease in inventories and contract work-in-progress of RMB55.7 million, due to

decreased raw materials and work-in-progress as at 31 December 2013, resulting from
improved project management and timely delivery of products;
(c) an increase in trade and other payables of RMB70.8 million due mainly to an increase in
accruals and other payables, as well as an increase in dividends payable to shareholders at
year end; and
generated from operating activities amounted to RMB67.4 million.
Net cash used in investing activities was RMB74.4 million, mainly used for:
(a) construction of the factory at the Baoan District, with a cash outflow of RMB57.1 million;
(b) purchase of land use rights in Hua Bei region with prepayments of RMB8.4 million;
(c) upgrading of production and office equipment; and
(d) partially offset by interest received on cash deposits of RMB1.7 million.
Net cash from financing activities amounted to RMB10.7 million, due mainly to a net increase in
proceeds from borrowings of RMB35.4 million, partially offset by interest paid of RMB6.3 million
and dividends distributed of RMB18.4 million.
a net increase of RMB3.7 million in the Tianda Group’s cash and cash equivalents, from RMB34.5
million as at 1 January 2013 to RMB38.3 million as at 31 December 2013.
B8.5 Capitalisation and Indebtedness

The following information should be read in conjunction with the “Independent Auditors’ Reports
on the Consolidated Financial Statements of Shenzhen CIMC-Tianda Airport Support Ltd and its
subsidiaries for the Financial Years ended 31 December 2011, 2012, and 2013” as set out in
Appendix D of this Circular.
The following table shows the cash and cash equivalents as well as capitalisation and
indebtedness of the Tianda Group as at 31 December 2013 and 4 May 2014:
(i) based on the Tianda Group’s audited consolidated statement of financial position as at 31
December 2013; and
(ii) based on the Tianda Group’s unaudited consolidated management accounts as at 4 May
2014.
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(RMB’000) As at As at
31 December 2013 4 May 2014
Cash and cash equivalents 38,279 95,639
Indebtedness
Current
– Unsecured and non-guaranteed 22,000 70,000
– Unsecured and guaranteed – –
– Secured and guaranteed – –
– Secured and non-guaranteed 63,353 –
Non-current
– Unsecured and non-guaranteed – –
– Unsecured and guaranteed – –
– Secured and guaranteed – –
– Secured and non-guaranteed – –
Total equity 388,893 367,294
Total capitalisation and indebtedness 474,246 437,294
Note:
(1) Excludes facilities including bankers’ guarantees, letters of credit and acceptance bills set out in the next table,
which are non-balance sheet items.
There were no material changes in the Tianda Group’s total capitalisation and indebtedness from
5 May 2014 to the Latest Practicable Date, save for scheduled monthly repayments on bank
borrowings and changes in retained earnings arising from the day-to-day operations in the
ordinary course of business.
As at the Latest Practicable Date, the Tianda Group’s total credit facilities (utilised and unutilised)
were as follows:
Facilities Amounts Outstanding Interest Rates

Type of granted Unutilised Balance per Annum
facilities (RMB’000) (RMB’000) (RMB’000) (%) Maturity
CIMC Finance
– Term loans 305,000(1) 181,954(1) 120,000 3.60 - 6.15 29 April 2015
– Acceptance Bill –(1) –(1) 3,046 – 9 November 2014
Bank of China
– Revolving term 200,000 160,000 40,000 5.60 - 6.55 7 May 2015
loans
– Forward foreign 20,000 8,000 12,000 – 15 October 2014

exchange
– Bankers’ 465,000 62,652 402,348 – 23 June 2018

guarantees
– Letter of credit 15,000 8,978 6,022 – 30 June 2015
– Parent loan 200,000 200,000 – – –
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Facilities Amounts Outstanding Interest Rates

Type of granted Unutilised Balance per Annum
facilities (RMB’000) (RMB’000) (RMB’000) (%) Maturity
Nanyang
Commercial
Bank
– Bankers’ 123,390 120,997 2,393 – 30 December 2015
guarantees
– Letter of credit 61,695 60,454 1,241 – 12 June 2014(2)
China Merchants
Bank
– Revolving term 20,000 20,000 – 5.60 - 6.55 –
loans
Total 1,410,085 823,036 587,049
Notes:
(1) The facilities granted by CIMC Finance for the term loans includes amounts granted for acceptance bills.
(2) Subsequent to the Latest Practicable Date, the amounts outstanding under the letter of credit facility from Nanyang
Commercial Bank have been repaid. However, the facility granted remains available.
Our bankers’ guarantees, that are issued to our customers under the terms of our contracts, are
typically equivalent to approximately 10% to 50% of the contract value, and are generally issued
for the tenure of the project and the warranty period. The parent loan of RMB200 million from
Bank of China is secured against the Tianda Group’s trade receivables. The other facilities from
CIMC Finance, Nanyang Commercial Bank, China Merchants Bank and Bank of China are
unsecured facilities. There are no existing liens over the Tianda Group’s land, property or
equipment.
To the best of the Tianda Directors’ knowledge, as at the Latest Practicable Date, the Tianda
Group is not in breach of any terms and conditions or covenants associated with any credit
arrangement or bank loan which could materially affect the Tianda Group’s financial position and
results or business operations.
Save as disclosed above and in Section 20.9 titled “Working Capital” of this Circular, as at the
Latest Practicable Date, the Tianda Group does not have any material unused sources of liquidity.
B8.6 Capital Expenditures and Divestments

The capital expenditures and divestments made by the Tianda Group in the Period Under Review
and up to the Latest Practicable Date were as follows:
1 January 2014
to the Latest
(RMB’000) FY2011 FY2012 FY2013 Practicable Date
Acquisition
Machinery and equipment 613 1,554 562 207
Office and other equipment 1,011 1,319 1,067 264
Assets under construction(1) 23,800 17,358 57,120 23,531
Acquisitions through business – 1,060 – –
combinations(2)
Total 26,301 22,170 59,317 24,094
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1 January 2014
to the Latest
(RMB’000) FY2011 FY2012 FY2013 Practicable Date
Divestment
Machinery and equipment 734 – 146 –
Motor vehicles 250 82 324 –
Total 1,013 177 968 34
Notes:
(1) Assets under construction relates to the construction of the Tianda Group’s new factory at Baoan District in
Shenzhen, PRC.
(2) Acquisitions through business combinations comprises of additions to machinery and equipment, motor vehicles,
and office and other equipment, through the Xinfa Acquisition.
The above capital expenditures were mainly financed by cash generated from operations and
borrowings.
B8.7 Commitments
Capital commitments
As at the Latest Practicable Date, the Tianda Group had the following budgeted capital
commitments:
(RMB’000)
Construction of new factory 171,285(1)
171,285
Note:
(1) Budgeted capital commitments amounted to RMB171.3 million, of which RMB36.9 million has been committed.
The above budgeted capital commitments relate mainly to the construction of the Tianda Group’s
new facilities at the Baoan District, as well as the acquisition of land in the Hua Bei region for
another facility for the GSE business. These capital commitments are expected to be financed by
cash generated from operations and borrowings.

As at the Latest Practicable Date, the future minimum lease payments under non-cancellable
operating leases of land and fixed assets were payable as follows:-
As lessee
(RMB’000)
Within one year 8,439

Between one and two years 3,539
Between two and three years 3,385
More than three years 13,775
29,138
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The Tianda Group leases a number of warehouses, factory facilities and land under operating
leases. Except for the land held under operating lease, the leases typically run for a period of one
year, with an option to renew the lease when all the terms are renegotiated. The Tianda Group
also leases land for its production plant under operating leases expiring in 2025.
The above operating lease payment commitments are expected to be financed by cash generated
from operations.
B8.8 Contingent Liabilities

As at the Latest Practicable Date, the Tianda Group had contingent liabilities in respect of
outstanding balance of letters of guarantee issued totalling RMB138.4 million, including
RMB131.2 million of performance guarantees and RMB7.2 million of guarantees issued to
suppliers.
B9. DIRECTORS, MANAGEMENT AND EMPLOYEES

B9.1 Directors
The directors of Tianda1 are entrusted with the responsibility of overseeing the overall
management and direction of the Tianda Group. Their particulars are set out below:
Name Age Address Position in the Tianda Group
Li Yinhui 46 c/o No. 4 Gongye Fourth Road, Shekou, Non-Executive Director and
(李胤辉) Nanshan District, Shenzhen, Guangdong, PRC Chairman of the Board
Jin Jianlong 60 c/o No. 4 Gongye Fourth Road, Shekou, Non-Executive Director
(金建隆) Nanshan District, Shenzhen, Guangdong, PRC
Yu Yuqun 48 c/o No. 4 Gongye Fourth Road, Shekou, Non-Executive Director

(于玉群) Nanshan District, Shenzhen, Guangdong, PRC
Qin Gang 55 c/o No. 4 Gongye Fourth Road, Shekou, Non-Executive Director
(秦钢) Nanshan District, Shenzhen, Guangdong, PRC
Wang 40 c/o No. 4 Gongye Fourth Road, Shekou, Non-Executive Director

Jianzhong Nanshan District, Shenzhen, Guangdong, PRC
(王建中)
Zheng Zuhua 51 69, Jurong West Central 3, #15-11 Non-Executive Director

(郑祖华) Singapore 648334
Li Yinhui is proposed to be appointed as the Non-Executive Chairman of the Enlarged Group

upon completion of the Proposed Acquisition. Yu Yuqun and Zheng Zuhua are existing directors of
the Company. Please refer to Section 18.5.1 titled “Board of Directors” of the Circular for more
information on the areas of responsibility, the business and working experience and the present
and past directorships of the Proposed Director.
There are no existing or proposed service agreements entered into or to be entered into between
the Tianda Group with any of its directors, which provide for benefits upon termination of
employment.
1 All the directors of Tianda, excluding Zheng Zuhua, are nominees of the CIMC Group
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Term of Office
Each of our directors was first appointed as a Tianda Director on the following dates:
Name Date
Li Yinhui May 2010
Jin Jianlong May 2005
Yu Yuqun September 2000
Qin Gang September 2000
Wang Jianzhong May 2010
Zheng Zuhua May 2005
Our Directors have a fixed term of office of three years, upon which they will be eligible for re-
appointment.
B9.2 Management
The executive officers of the Tianda Group are entrusted with management of the day-to-day
operations of the Tianda Group. They form an experienced and qualified team responsible for the
different functions of the Tianda Group. The particulars of the executive officers of the Tianda
Group are set out below:
Name Age Address Position in the Tianda Group
Chang Shaomin 50 c/o No. 4 Gongye Fourth Road, Shekou, General Manager cum General
(常绍民) Nanshan District, Shenzhen, Guangdong, PRC Manager of Operations, Tianda
Zhu Wenyuan 56 c/o No. 4 Gongye Fourth Road, Shekou, Deputy General Manager /
(朱文元) Nanshan District, Shenzhen, Guangdong, PRC Finance Manager, Tianda
Luan Youjun 49 c/o No. 4 Gongye Fourth Road, Shekou, Deputy General Manager /
(栾有钧) Nanshan District, Shenzhen, Guangdong, PRC General Manager of Sales and
Marketing, Tianda / General
Manager, Xinfa
Yan Fucheng 32 c/o No. 4 Gongye Fourth Road, Shekou, Deputy General Manager ,
(严富成) Nanshan District, Shenzhen, Guangdong, PRC Tianda and General Manager,
Tianda Logistics
As at the Latest Practicable Date, Zhu Wenyuan, our Deputy General Manager / Finance
Manager, is currently under secondment from the CIMC Group to the Tianda Group, as the cash
management and treasury functions for all companies within the CIMC Group, including Tianda,
are centralised and carried out by the CIMC Group. This secondment arrangement will be
terminated upon completion of the Proposed Acquisition and Zhu Wenyuan will be employed by
the Tianda Group thereafter. Our Deputy General Manager / General Manager of Sales and
Marketing, Luan Youjun is currently under secondment from Tianda to Albert Ziegler GmbH, a
wholly-owned subsidiary of the CIMC Group. However, this secondment arrangement will be
terminated upon the completion of the Proposed Acquisition and he will resume his duties in the
Tianda Group. Please refer to Section B11.2 titled “Present and Ongoing Interested Person
Transactions – Secondment of employees” of this Letter for further information on the secondment
arrangements.
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Chang Shaomin, Zhu Wenyuan, Luan Youjun and Yan Fucheng are proposed to be appointed as
Executive Officers of the Enlarged Group upon completion of the Proposed Acquisition. Please
refer to Section 18.5.2 of this Circular titled “The Executive Officers” for more information on the
areas of responsibility, the business and working experience and the present and past
directorships of the Proposed Executive Officers.
Save as required under relevant PRC laws and regulations, there are no existing or proposed
service agreements entered into or to be entered into between the Tianda Group with any of its
executive officers which provide for benefits upon termination of employment.
There are no bonus or profit-sharing plans or any other profit-linked agreements or arrangements
between the Tianda Group and any of its directors and executive officers.
There are no family relationships between our directors, executive officers and the substantial
shareholders and/or controlling shareholders of Tianda.
B9.3 Management Reporting Structure

The following chart shows the Tianda Group’s management reporting structure as at the Latest
Practicable Date.
Board of Directors
Chang Shaomin
General Manager cum General
Manager of Operations
Zhu Wenyuan Luan Youjun Yan Fucheng

Finance Manager General Manager of General Manager, Tianda
Sales and Marketing Logistics
B9.4 Arrangement or Understanding

Save for the directors who are nominees of CIMC and Zhu Wenyuan who is seconded from
CIMC, there are no arrangements or understanding with customers or suppliers or other persons
pursuant to which the directors or executive officers of the Tianda Group was appointed.
B9.5 Legal Representative

The articles of association of Tianda provide that the legal representative of Tianda shall be the
Chairman of the Board of Directors. The current legal representative of Tianda is Li Yinhui.
The legal representative is authorised to perform all acts regarding the general administration of
Tianda. He can also execute powers of attorney on behalf of Tianda and execute any legal
transactions that are within the nature and the scope of business of Tianda.
Save for Kunshan CIMC Logistics Automation Equipment Limited, whose legal representative is
Chang Shaomin, the legal representative of Tianda’s subsidiaries in the PRC (the “PRC
Subsidiaries”), namely Xinfa Airport Equipment Ltd., Shenzhen CIMC-Tianda Logistics System
Engineering Co., Ltd., Langfang CIMC Airport Support Ltd. and CIMC-Tianda (Longyan)
Investment Development Limited is Zheng Zuhua.
255
GFE Law Office, has confirmed the following:-
(a) Mr. Li Yinhui (being the legal representative for Tianda), Mr. Zheng Zuhua (being the legal
representative of Xinfa, Tianda Logistics, CIMC-Langfang and CIMC Longyan) and Chang
Shaomin (being the legal representative of CIMC Kunshan), each have the following
powers in accordance with PRC Law:-
(i) to act as the representative of the respective PRC subsidiaries in the Tianda Group;
(ii) to execute contracts on behalf of the respective PRC subsidiaries in the Tianda
Group; and
(iii) to call and hold the board meeting of the respective PRC subsidiary in the Tianda
Group (if applicable).
(c) Based on the articles of association of Tianda, Tianda Logistics and CIMC Kunshan, each
of their respective shareholders shall be able to, either directly or indirectly, control the
appointment and dismissal of their respective legal representatives;
(d) Based on the articles of association of Xinfa:
(i) The board of directors of Xinfa comprises three (3) members, two (2) of whom are
nominated by Tianda, and one (1) of whom is nominated by a third party;
(ii) The chairman of the board of directors of Xinfa is appointed and removed by the
board of directors, by way of majority vote;
(iii) The chairman of the board of directors of Xinfa will be the legal representative of
Xinfa;
(iv) Tianda, as a shareholder with 70% of the voting power of Xinfa, can remove its
nominated directors unilaterally, without any consent from the other shareholder, or
the nominated director; and
(e) Based on the articles of association of CIMC Longyan:
(i) The board of directors of CIMC Longyan comprises five (5) members, three (3) of
whom are nominated by Tianda, and two (2) of whom are nominated by a third party;
(ii) The chairman of the board of directors of CIMC Longyan is one (1) of the directors
nominated by Tianda;
(iii) The chairman of the board of directors of CIMC Longyan will be the legal
representative of CIMC Longyan; and
(iv) Tianda, as a shareholder with 60% of the voting power of CIMC Longyan, can
remove its nominated directors unilaterally, without any consent from the other
shareholder, or the nominated director.
The articles of association of CIMC-Langfang have not been amended as it was only incorporated
in February 2014 and is not a principal subsidiary of Tianda as at the Latest Practicable Date.
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There is a risk that Tianda and/or the PRC Subsidiaries will be held liable should its legal
representative perform any unauthorised actions on its behalf. In this regard, the following
measures have been implemented in order to mitigate such a risk:
(i) an internal control system to ensure that there is proper authorisation as to disbursements
(ii) safeguarding controls over all the company seals and cheque books; and
(iii) ensuring segregation of duties in the cash management process including receipts and
disbursements.
Based on the above, the Tianda Directors are of the opinion that the processes and procedures
put in place are adequate to mitigate the risks in relation to the appointment of the legal
representatives of Tianda and/or its subsidiaries in the PRC.
B9.6 Material Background Information on the Proposed Director, Proposed Executive Officers
and the Controlling Shareholders of the Tianda Group
Save as disclosed below, each of the Proposed Director, the Proposed Executive Officers, and
the Controlling Shareholders of the Tianda Group has represented to the Directors and the
Company that he/it:
(a) has not, at any time during the last ten (10) years, had an application or a petition under
any bankruptcy laws or insolvency laws of any jurisdiction filed against him/it 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;
(b) has not, at any time during the last ten (10) years, had an application or a petition under
any law of any jurisdiction filed 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 any 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, on the ground of insolvency;
(c) does not have any unsatisfied judgment against him/it;
(d) has not been convicted 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/it is aware) for such
purpose;
(e) has not been convicted 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/it aware) for such breach;
(f) has not, at any time during the last ten (10) years, had judgment entered against him/it in
any civil proceedings 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
finding of fraud, misrepresentation or dishonesty on his/its part, nor has he/it been the
subject of any civil proceedings (including any pending civil proceedings of which he/it is
aware) involving an allegation of fraud, misrepresentation or dishonesty on his/its part;
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(g) has not been convicted in Singapore or elsewhere of any offence in connection with the
formation or management of any entity or business trust;
(h) has not been disqualified 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;
(i) has not been the subject of any order, judgment or ruling of any court, tribunal or
governmental body permanently or temporarily enjoining him/it from engaging in any type
of business practice or activity;
(j) to his/its knowledge, has not been concerned with the management or conduct, in
Singapore or elsewhere, of the affairs of:
(i) any corporation which has been investigated for a breach of any law or regulatory
requirement governing corporations in Singapore or elsewhere;
(ii) 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;
(iii) any business trust which has been investigated for a breach of any law or regulatory
requirement governing business trusts in Singapore or elsewhere;
(iv) 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, in connection with any matter occurring or arising during the period
when he was so concerned with the entity or business trust; and
(k) has not 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.
In 2000, CIMC was issued a warning by the China Securities Regulatory Commission (“CSRC”)
for certain irregularities committed by CIMC which contravened securities regulations in the PRC.
These related to (i) the use of company accounts and other accounts for investments in shares
between 1993 and 1998 and the omission of timely disclosure of such investments and returns in
the interim and annual reports, (ii) trading of company shares between 1994 and 1998 and (iii)
trading of shares using borrowed funds. The CSRC confiscated profits arising from the trading
activities above amounting to RMB7.6 million. CIMC was also required to sell the above
mentioned shares which it still held and to hand over the profits to the CSRC. In connection
therewith, certain directors and personnel of CIMC, who were involved, were also issued a
warning. CIMC has since taken corrective action to rectify the irregularities raised by the CSRC.
None of the parties who were issued warning notices in connection therewith were the directors
and executive officers of Tianda, or the Proposed Director and Proposed Executive Officers of the
Enlarged Group.
B10. RISK FACTORS RELATING TO THE TIANDA GROUP

An investment in the Shares of the Company following the Proposed Acquisition Completion
involves a number of risks, some of which, including market, liquidity, credit, operational, legal and
regulatory risks, could be substantial and inherent in the business of the Tianda Group.
Shareholders should carefully evaluate the following considerations and all of the other
information set forth in this Letter before deciding on how to cast their votes at the EGM. The
following risk factors relate principally to the industry and countries in which the Tianda Group
operates and which the Enlarged Group will operate following the Proposed Acquisition
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Completion. Other considerations relate principally to general economic, regulatory and political
conditions.
Following the Proposed Acquisition Completion, if any of the following considerations, risks and
uncertainties develops into actual events, the business, financial condition, results of operations,
cash flows and prospects of the Tianda Group could be, directly or indirectly, materially and
adversely affected.
To the best of the Tianda Directors’ belief and knowledge, and having made all enquiries that are
reasonable under the circumstances, all risk factors which are material to shareholders in making
an informed judgment of the Tianda Group and the Proposed Acquisition have been set out in this
section of the Letter.
Please refer to Section 22 titled “Risk Factors” of this Circular for further information on the risk
factors of the Enlarged Group.
This Circular also contains forward-looking statements having direct and/or indirect implications
on the Tianda Group’s future performance. Tianda Group’s actual results may differ materially
from those anticipated by these forward-looking statements due to certain factors, including the
risks and uncertainties faced by the Tianda Group, as described below and elsewhere in this
Letter.
B10.1 Risks Relating to our Industry and Business

Our results of operations tend to fluctuate with the performance of the PRC and global
industrial sector and overall economic development in the world
We specialise in three main business segments, namely AE, MHS and APS. Our businesses
depend significantly on the performance of the PRC and the global economy, especially Europe
and the United States, and tend to move in response to the overall economic environment. The
demand for our passenger boarding bridges, ground support equipments, material handling
systems and automated parking systems are influenced by, among other factors, global and
regional economic conditions, currency exchange rates, the globalisation of manufacturing,
fluctuation in the levels of global and regional international trade, regulatory developments and
changes in air travel and the demand for efficient car parking spaces. Global trade volumes and
Chinese import and export volumes are affected by changes or developments in global economic,
financial and political conditions, which are outside our control. The rate of spending in
infrastructure and aviation transport industries affects our operations as our products are primarily
used in these industries.
An economic slowdown in the PRC and/or globally may materially and adversely affect our
financial position and future prospects. Changes in the performance of the PRC and global
industrial sector and overall economic development in the world are difficult to predict and will in
turn affect the demand for our products and related services. Decreases in such demand and/or
increases in the supply of similar products or services could lead to significantly lower sale price,
reduced volume, cancellation of orders or a combination of the foregoing, which would have a
material adverse effect on our business, financial condition and results of operations.
Recent global market and economic conditions, including the ongoing credit crisis in Europe, the
debt crisis in the United States and the heightened market volatility in major stock markets, have
created a challenging environment. Persistent concerns regarding a potentially long-term and
widespread recession, geopolitical issues, the availability and cost of credit and the decline in
consumer spending in major economies have resulted in diminished expectations for economic
growth around the world. Any significant economic downturn, in particular a prolonged recession
in Europe, the United States or other major economies, could have a material adverse effect on
some of our businesses and operations.
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If we cannot renew, extend or comply with our business license, qualification certificates,
operating permits and other approvals, our business, financial condition and results of
operations will be materially and adversely affected
Our business and operations require us to obtain various licenses, certificates, permits and
approvals, from relevant government authorities, as well as carry out timely regulatory filings with
the relevant government authorities in the PRC and other countries. Renewal of such licenses,
certificates, permits and approvals may require us to pay the relevant fees and may be subject to
further review and approval by the relevant authorities.
Due to the expansion of our business, our existing licenses, certificates, permits or approvals may
not match our growth and we may need to apply for new licenses, certificates, permits or
approvals. In the event that we fail to apply in advance, renew, extend, or comply with the laws
and regulations such as failing to carry out timely regulatory filings with the relevant government
authorities, the relevant government authorities could impose fines or require us to cease
operations, resulting in a material adverse effect on our business, financial condition and results
of operations.
Our success depends in part on our ability to enhance our manufacturing capabilities and
our future efforts to enhance our manufacturing capabilities may not achieve the expected
benefits
Our success in the future depends in part on our ability to enhance our manufacturing
capabilities, which include expanding our manufacturing capacity, improving our manufacturing
efficiency or modifying our manufacturing lines to meet the varying demands for our products. If
we are unable to do so, we may not be able to achieve the desired level of economies of scale in
our operations to reduce manufacturing costs to the level that will allow us to compete effectively
or to maintain our pricing and other competitive advantages. Our research and development
efforts till date have placed us at the forefront of our industry through improving the efficiency of
our manufacturing processes. However we cannot guarantee that our future efforts will be
similarly successful.
Besides, our ability and efforts to enhance our manufacturing capabilities are subject to significant
risks and uncertainties, including:
(a) our ability to obtain funding for the additional capital expenditures, working capital and other
corporate requirements to be used to enhance our manufacturing capabilities. We may be
unable to obtain such funds in a timely manner or on commercially reasonable terms or at
all;
(b) unexpected delays and cost overruns resulting from a number of factors, many of which
may be beyond our control. These include increases in the prices of raw materials and
components, utilities, shortage of workers, transportation constraints, disputes with
suppliers, sub-contractors, engineering firms, construction firms and equipment vendors as
well as equipment malfunctions and breakdowns;
(c) our ability to obtain the required permits, licenses and approvals from relevant government
authorities; and
(d) manufacturing interruptions caused by natural disasters or other unforeseen events.
Hence, should these risks and uncertainties materialise, they may have an adverse effect on our
financial condition, results of operations and business.
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We may face uncertainties associated with our overseas operations and projects
In order to grow our business, we have expanded overseas into regions such as Europe, North
Africa and South America. We may continue to expand into other countries when opportunities
arise, or explore strategic alliances, acquisitions or investment opportunities in businesses which
are complementary to our existing businesses. Overseas expansion involves numerous risks,
including but not limited to the financial costs of setting up overseas operations, investment in
equipment and working capital requirements as well as operational, business, political, social,
economic, legal and regulatory risks. There can be no assurance that our overseas operations will
be viable or will achieve a sufficient level of revenue which will cover our operational costs and if
we fail to manage our expansion plans and the related risks and costs, our operations and our
financial performance may be adversely affected.
We are dependent upon our experienced and established management team

Our success to date has been largely attributable to the contributions of our management team
guided by our board. Our management team has been instrumental in formulating and
implementing our business strategy, corporate development, sales and marketing strategies and
overall management of the Tianda Group. Please refer to the Sections B9.1 and B9.2 of this
Letter titled “Directors” and “Management” respectively for further details of the qualifications and
working experience of our directors and executive officers.
Our continued success is highly dependent on our ability to retain the services of our board and
our management team to manage our existing operations and support our expansion plans. Our
management team also possesses an extensive business network, the necessary experience and
requisite market knowledge. The loss of the services of these key personnel without timely or
suitable replacements, or at all, may lead to the loss or deterioration of important business
relations which may have an adverse impact on our business and operations.
We are dependent on external third parties to complete works for some of our projects
We rely partially on sub-contractors to provide various services, in particular, the procurement of
raw materials and components. The costs of sub-contracting charges account for a portion of our
costs of sales. These sub-contractors are selected from our approved list, which is compiled after
annual evaluations based on factors such as quality of their products and services and the
competitiveness of their pricing. However, we cannot assure you that the services rendered by
these sub-contractors will be satisfactory or that their performance will be able to meet our quality
requirements at all times. We may not be able to deliver the products and/or services on time and
may expose ourselves to liabilities under our contracts with our customers if these sub-contractors
fail to adhere to our specifications or default on their contractual obligations. In the event that our
sub-contractors experience financial or other difficulties that may affect their ability to complete
the work for which they were engaged in a timely manner or at all, this may result in additional
costs for us. As the main contractor, we remain liable for any failure to fulfil contractual terms such
as timely delivery, and any loss or damage which arises from the fault of the sub-contractors that
we engage.
In addition, we may not be able to find alternative sub-contractors to complete the work on time
and we may be subject to higher costs from alternative sub-contractors, which will adversely
affect our financial performance.
Any of these factors could have a material adverse effect on our business, financial condition and
results of operations.
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Our business is largely project-based and our revenue is dependent on the securing of
new contracts
As our operations are largely project-based, our revenue is directly related to the amount of
orders we secure. Rates for our orders are determined principally by the balance of supply and
demand in the market for our products, which is determined by the general global economic
conditions. If we are unable to secure new contracts, our revenue for the current and subsequent
years may be affected. We therefore have to continuously and consistently secure new customers
and/or new projects. The delay in the award of new contracts or the release of new tenders will
lead to lower order books secured for the financial year. Depending on the market conditions
prevailing at the time our existing contracts are completed, we may not be able to enter into new
contracts on commercially similar terms or at all. If we are unable to secure projects and/or if
there is a lack of suitable projects available, our business, financial condition and results of
operations may be materially and adversely affected.
We are exposed to foreign exchange risks

We are increasingly being exposed to other foreign currencies as we expand geographically and
secure projects denominated in other foreign currencies. Consequently, portions of our costs and
profit margins and asset values are affected by fluctuations in the exchange rates among the
above-mentioned currencies. As a practice, we typically manage a portion of our foreign
currencies exposures arising from revenue and costs denominated in foreign currencies, using
forward contracts.
To the extent that our revenue, purchase and operating costs are not sufficiently matched in the
same currency and to the extent that there are timing differences between receipt and payment,
we will be exposed to any adverse fluctuation in the exchange rates between foreign currencies
and RMB. Although we enter into foreign exchange forward contracts to mitigate foreign exchange
exposure, the impact of future exchange rate fluctuations on our cost of sales and margins cannot
be accurately predicted. Some of the currencies may not be convertible or exchangeable or may
be subject to exchange controls.
In addition, the reporting currency for the Tianda Group is RMB. Exchange rate gains or losses
will arise when the assets and liabilities in foreign currencies are translated or exchanged into
RMB for financial reporting or repatriation purposes. If the foreign currencies depreciate against
the RMB, this may adversely affect the consolidated financial statements of the Tianda Group.
We may face liquidity risks

Similar to most other companies in our industry, receivables are based on projects’ milestones. In
a typical project payment schedule, customer will pay a deposit as initial payment. Subsequent
payments are received from customers based on progressive claims for work done. In the
meantime, payments are made by us for operating activities such as purchases of raw materials
and components for manufacturing. This creates timing mismatch in terms of cash inflow and
outflow. As such, we require high working capital and these are financed by the deposits collected
from customers, our internal resources and our present banking facilities. There is no assurance
that we are able to continue to obtain such financing and our business, financial condition and
results of operations may be materially and adversely affected.
Our profitability may be affected if we fail to maintain our cost competitiveness due to
increased costs of raw materials and components
Our main raw materials for the production of AE, MHS and APS include steel and electrical
components. Most of our raw materials and components are provided by third-party suppliers.
Prices of some raw materials and components might increase in the future, and such increases
may add to our cost of production and we may not be able to pass through such increased costs
to our customers. The costs of our raw materials and components are subject to many economic
and political factors which are beyond our control. Certain factors such as the rising global
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demand for such raw materials and energy may result in upward pressure on their prices. There
can be no assurance that we are able to maintain our cost competitiveness. If we fail to maintain
our cost competitiveness, we may experience lower profit margins, which will materially and
adversely affect our business, results of operations and financial condition.
We are exposed to various project management risks

In the course of developing our systems and products, we may experience certain design
differences leading to disruption to the project schedule. Furthermore, unforeseen circumstances
such as logistics disruptions, machine down-time due to maintenance or break-down,
unfavourable weather or unanticipated construction constraints at the work site may arise during
the course of project execution. As these circumstances may require additional works which may
lead to higher costs and prolonged schedule over-run, it may erode our profit margin for the
project. Any major disruption to our facilities, worksite and/or project schedules due to, inter alia,
the foregoing reasons could also have a material adverse effect on our operations and financial
results.
Contract agreements stipulate our legal obligations to fulfill project requirements such as the
systems delivery, time frame and other contractual conditions. We could be liable to pay liquidated
damages in the event of our failure to fulfill the contractual obligations. For instance, as at the
Latest Practicable Date, we are involved in negotiations with Aeroports de Paris for potential
claims of up to EUR1.7 million in relation to certain delays and defects for our projects at Charles
De Gaulle Airport and Orly Airport in Paris. In addition, if a customer prematurely terminates a
contract, it is possible that we may not be adequately compensated. Premature termination may
also expose us to claims from our sub-contractors and/or suppliers in the event that we terminate
their services for the related projects. Such incidents may adversely affect our business, financial
performance and financial condition.
Our insurance coverage may be inadequate and we may suffer uninsured loss
As at the Latest Practicable Date, we maintain insurance plans to cover, amongst others, our
machinery and equipment, public and products liability, transportation risks and personal accident
risks of our employees. However, certain types of risks may be uninsurable or inadequately
insured, as the high costs of obtaining and maintaining insurance coverage for all such events are
not practical for our operations. Therefore, there can be no assurance that our insurance policies
would be adequate to cover all the consequential losses of our business. In the event that our
insurance coverage is not extensive enough to cover all such losses, claims and/or liabilities, this
could result in an adverse effect on our financial and operational performance.
We may be adversely affected by cost over-runs because our contracts are mainly fixed
price contracts
The prices of our contracts are fixed and agreed upon at the point of signing of the contracts. As
project costs are estimated during tender period, there is no assurance that our actual costs
incurred will not exceed the estimated costs, due to under-estimation of costs, wastage,
inefficiency, damage or additional costs incurred during the course of the contract. Any such cost
over-runs in a contract may adversely affect our profitability. In addition, costs are also subject to
global inflation, especially for projects which are implemented over periods of more than twelve
months. Although we have put in place measures to control costs, there is no assurance that
these measures will adequately manage any escalation in costs. In such an event, our cash flow,
financial condition and financial performance may be materially and adversely affected.
We are exposed to our customers’ credit risks

Whilst our customer base is mostly airport authorities and reputable business partners, we may
nonetheless be exposed to credit risk resulting from outstanding debts and receivables. In the
event that we are unable to collect our account receivables from our customers, our business,
cash flow, financial condition, results of operations, prospects, profitability and financial
performance may be materially and adversely affected.
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We may be exposed to potential liability and loss arising from damages, injury or death
due to accidents at our factory premises and third party customer’s premises
We face the inherent risk of accidents involving our employees or third parties on our factory
premises and third party customer’s premises even if adequate safety measures are in place.
Such accidents or mishaps may severely disrupt our operations and lead to a delay in the
completion of a project, and in the event of such delay, we could be liable to pay compensation,
such as liquidated damages, under the contract with the customer. In such an event, our
business, operating results and financial performance may be materially and adversely affected.
Further, such accidents or mishaps may subject us to claims, from workers or other persons
involved in such accidents or mishaps, for damages suffered by them. In the event that accidents
not covered by our insurance policies occur, or if claims arising from such accidents are in excess
of our insurance coverage, or if any of our insurance claims are contested by our insurers, we will
be required to pay compensation and our financial performance may be adversely affected. Such
insurance claims may also result in higher insurance premiums payable by us in the future. These
may have an adverse effect on our financial results. In addition, our sub-contractors may be
required by regulatory authorities to suspend their operations for a period of time or pay fines. The
potential imposition of fines and penalties and possible delays in project completion, cost over-
runs and/or liquidated damages, may in turn affect our profitability, reputation and prospects.
Any accident or mishap resulting in significant damage to our machinery or equipment may also
have a significant adverse effect on our business, financial condition and operating results.
We may be exposed to increased or unexpected product warranty claims which could

result in adverse publicity or subject us to unexpected expenses
We typically provide a warranty period of 12 months to our customers for our products. Product
warranties typically require us to provide after-sales services covering parts and labour for repairs
that are not caused by normal wear and tear, operator abuse, improper use or negligence. Our
customers can return defective components of our products to us during the warranty period.
While we maintain products liability insurance, there is no assurance that such products liability
insurance will extend to cover all potential product warranty claims that may arise in the ordinary
course of our business. Increased or unexpected product warranty claims that are uninsured
could cause us to incur substantial expense to replace defective products, provide refunds or
resolve disputes with our customers. This could materially and adversely affect our business,
financial condition and results of operations. Increased product warranty claims may also result in
adverse publicity that may damage our reputation and customer relationships, which would have a
material adverse effect on our business.
Our measures to protect our intellectual property rights against infringement may not be
adequate and we may be exposed to infringement claims
We own a number of patents, trademarks and copyrights relating to the products we manufacture
and sell. We also rely on a combination of patent laws, trade secret laws, employee confidentiality
and non-compete agreements and third-party confidentiality and non-compete agreements in
order to protect our intellectual property. Please refer to section B6.10 titled “Intellectual Property”
of this Letter for further information on our intellectual property rights. However, the steps we take
in this regard may not be adequate to prevent or deter infringement or other misappropriation of
our intellectual property rights. Our intellectual property may be subject to unauthorised copying
or other misappropriation. We are unable to assure you that we will be able to detect unauthorised
use or take appropriate and timely actions to enforce our intellectual property rights.
Our competitors may have independently developed technologies or products that contain
similarities to ours, and these competitors may have applied for registration of patents or other
intellectual property rights in respect of their technologies or products. Our competitors or other
third parties may consider our application of certain intellectual properties an infringement of their
intellectual property rights. In addition, as we procure raw materials and components from third-
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party suppliers, we may be involved in infringement claims against these suppliers should they be
alleged to have infringed certain intellectual property rights. As a result, we may be exposed to
infringement claims. In the past, we were enjoined from using certain product designs for a
certain period of time as a result of a claim. Any involvement in intellectual property rights
infringement litigation may result in substantial costs, reputational damage and diversion of
resources and management attention. If we are barred from using certain of our material
intellectual properties and fail to develop non-infringing substitutes, our business operations may
be interrupted and our results of operations and financial position could be adversely affected.
Our labour costs will increase due to enhanced labour protection in the PRC
On 29 June 2007, the National People’s Congress of China enacted the Labour Contract Law,
(“Labour Contract Law”) which became effective on 1 January 2008. The Labour Contract Law
was further amended on 28 December 2012 and became effective on 1 July 2013. The Labour
Contract Law establishes more restrictions and increases costs for employers to dismiss
employees under certain circumstances, including specific provisions related to fixed-term
employment contracts, non-fixed-term employment contracts, task-based employment, part-time
employment, probation, consultation with the labour union and employee representative’s council,
employment without a contract, dismissal of employees, compensation upon termination and for
overtime work, and collective bargaining. According to the Labour Contract Law, unless otherwise
provided by law, an employer is obliged to sign a labour contract with an indefinite term with an
employee if the employer continues to hire the employee after the expiration of two consecutive
fixed-term labour contracts. Severance pay is required if a labour contract expires without renewal
because the employer refuses to renew the labour contract or provides less favourable terms for
renewal. As a result of these new measures designed to enhance labour protection, our labour
costs are expected to increase, which may adversely affect our business, results of operations
and financial condition. In addition, the PRC government in the future may enact further labour-
related legislation that increases labour costs and restricts operations.
We may from time to time be involved in legal and other proceedings with third parties,
arising from our operations which could result in damage to our reputation and loss of
customer goodwill
We may be involved, from time to time, in disputes with various third parties involved in the
development and sale of our products and services, such as customers, suppliers or sub-
contractors. These disputes may result in legal and other proceedings at various stages of our
business processes, such as the procurement of materials or the manufacturing process, and
may cause us to suffer costs and delays as well as divert our resources and management’s
attention and time away from our business and operations. We may also from time to time in the
course of our operations be involved in investigations undertaken by various regulatory bodies,
which may result in administrative proceedings and unfavourable decisions being taken against
us. In both events, the progress of development and sale of our products and services may be
delayed and we may as a result suffer financial losses which will in turn adversely affect our
business, operations, results of operations and financial position.
We may suffer disruptions to our business and operations if any of our legal
representatives performs any unauthorised actions
The legal representatives of our group companies in the PRC, namely Tianda and our PRC
subsidiaries, are authorised to perform all acts regarding the general administration of the
abovementioned companies. Each of the legal representatives can also execute powers of
attorney and execute any legal transaction that is within the nature and the scope of business of
the abovementioned companies. As such, they have broad powers and responsibilities which
include determining the operational and investment plans of the relevant group company, and
developing company plans with respect to mergers, divisions, dissolutions or changes in
corporate structure.
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There is a risk that Tianda and/or our PRC subsidiaries will be held liable should its legal
representative perform any unauthorised actions on its behalf. In this regard, we have
implemented some measures to mitigate such a risk. Please refer to Section B9.5 titled “Legal
Representative” of this Letter for further information on these internal controls. However, there is
no assurance that such measures will be adequate and in the event that our legal representatives
take unauthorised actions or transactions on behalf of our group companies, our business,
operations, results of operations and financial position may be adversely affected.
If the land use rights certificates and/or property ownership certificates in respect of
certain land and buildings we lease/occupy cannot be obtained, we may face the risk of
eviction
As of the Latest Practicable Date, our landlords have not obtained proper land use rights and/or
property ownership certificates for certain land and buildings that we occupy. In the event of any
dispute or claim in relation to the right to lease and use of properties occupied by us, including
any litigation involving allegations of illegal or unauthorised use of these properties, we may be
required to relocate our business operations. Any such relocation could disrupt our operations and
adversely affect our business, financial condition, results of operations and growth prospects.
We may face potential administrative penalties for our arrangement with the CIMC Group
In FY2013, we extended advances to CIMC for working capital purposes. As at the Latest
Practicable Date, this amount has been fully repaid. In the event that the above amount is
construed as a loan pursuant to the relevant PRC regulations, we may face potential
administrative penalties imposed by the relevant authorities. The maximum total penalties that
may be imposed on us would be five (5) times of the total interest receivable by us pursuant to
the above arrangement. As at the Latest Practicable Date, the total interest receivable by us is
RMB2.11 million and accordingly, we may be imposed penalties of up to RMB10.55 million. This
could have an adverse impact on our profits and financial condition.
We may have to pay additional corporate income tax and face potential penalties from the
relevant governmental authorities in France
In the event that our French branch office is deemed a permanent establishment in France, we
may be required by the relevant governmental authorities to pay additional corporate income tax,
together with late payment interest and potentially, withholding tax. In the event that we may be
required to comply with the Tax Procedure Code that provides for transfer pricing documentation
requirements, a failure to comply with this requirement could expose us to potential penalties. As
such, this could adversely affect our business, financial condition, results of operations and growth
prospects.
We may face counterparty risk in relation to the arrangement of placing cash deposits with
CIMC Finance
During the Relevant Period, the Tianda Group placed cash deposits with CIMC Finance, a wholly-
owned subsidiary of CIMC, which is a finance company licensed by the China Banking
Regulatory Commission (Shenzhen Office) in the PRC. The Tianda Group intends to continue the
above arrangement after the completion of the Proposed Acquisition, as set out in Section 12
entitled “The Proposed IPT Mandate” of the Circular and Section B11 entitled “Interested Person
Transactions” of this Letter. There can be no assurance that a loss will not be incurred by us
owing to a failure to recover the amounts deposited with CIMC Finance in the event CIMC
Finance defaults in its obligations to us or becomes insolvent. Such an event could have a
material effect on our cash flows, as well as our business, financial condition and results of
operations.
266
Epidemics and other natural or man-made calamities, war and terrorist acts could
adversely affect our business, results of operations and financial condition
The outbreak of any contagious disease with human-to-human airborne or contact propagation
effects that escalates into a regional or global pandemic, or natural calamities such as
earthquakes, floods or tsunamis, may devastate the affected destinations and hence have an
adverse impact on all airlines that operate to/from the affected areas/regions. These events
affecting the aviation industry may have an adverse impact on our business, operations, results of
operations and financial position.
Similarly, terrorism and war (and threats of terrorism and war) and civil/political strife may also
contribute to a fear of travelling or visiting particular destinations, resulting in a sharp fall in
demand for air travel and correspondingly cause an adverse impact on our business. The
occurrence of such events, or civil unrest in a country, may also result in the closure or restriction
of access to airspace and/or airports. Given that airline services depend on the availability of
these facilities, our businesses, results of operations and financial conditions could be adversely
affected by the occurrence of such events.
B10.2 Risks Relating to the PRC

Changes in social, political and economic conditions in the PRC could adversely affect our
operations
Since we derive a large proportion of revenue from the customers in the PRC, any significant
slowdown in the PRC economy or decline in demand for AE, APS and MHS in the PRC will have
an adverse effect on our business, operations, results of operations and financial position.
Furthermore, any unfavourable changes in the social, political and economic conditions in the
PRC may also adversely affect our business, operations, results of operations and financial
position. Since the adoption of the “open door policy” in 1978 and the “socialist market economy”
in 1993, the PRC government has been reforming and is expected to continue to reform its
economic and political systems. Any changes in the social, political and economic policy of the
PRC government may lead to changes in laws and regulations or the interpretation of the same,
as well as changes in foreign exchange regulations, taxation and import and export restrictions,
which may in turn adversely affect our results of operations. While the current policy of the PRC
government seems to be one of imposing economic reform policies to encourage foreign
investment and greater economic decentralisation, there is no assurance that such a policy will
continue to prevail in the future. As such, there is no assurance that our business, operations,
results of operations and financial position will not be adversely affected should there be any
policy changes.
Introduction of new laws or changes to existing laws by the PRC government may
adversely affect our business
The PRC legal system is a codified legal system made up of written laws, regulations, circulars,
administrative directives and internal guidelines. In the event of a breach of any of the foregoing
due to an act or omission by the Tianda Group, we will be subject to the relevant penalties
prescribed thereunder. The PRC government is still in the process of developing its legal system
so as to meet the needs of investors and to encourage foreign investment. As the PRC economy
is generally developing at a faster pace than its legal system, some degree of uncertainty exists in
connection with whether existing laws and regulations will apply to certain events or
circumstances, and if so, the manner of such application. In addition, should there be any
changes in the officiating personnel at the relevant PRC administrative authorities, there could be
uncertainty in the interpretation of laws and regulations that apply to our business, as well as the
implementation of agreements with the relevant local authorities. In particular, unlike common law
jurisdictions like the United Kingdom and Singapore, decided cases do not form part of the legal
structure of the PRC and thus have no binding effect. As such, the administration of the PRC laws
and regulations may be subject to a certain degree of discretion by the authorities. This has
resulted in the outcome of dispute resolutions not having the level of consistency or predictability
267
as in other countries with more developed legal systems. In addition, it may be difficult to obtain a
swift and equitable enforcement of laws in the PRC, or the enforcement of judgments by a court
of another jurisdiction. Please refer to Appendix G of the Circular titled “Summary of Relevant
PRC Laws and Regulations” for more information on the laws and regulations in the PRC.
In addition, in line with its transformation from a centrally planned economy to a more free market
oriented economy, the PRC government is still in the process of developing a comprehensive set
of laws and regulations. As the legal system in the PRC is still evolving, laws and regulations or
the interpretation of the same may be subject to change and accordingly, any adverse change
could affect our business, operations, results of operations and financial position.
We may be affected if our permits for the manufacturing of special airport equipment are
not renewed
In accordance with the Law on Civil Aviation of the People’s Republic of China promulgated by the
Standing Committee on 30th December 1995 and Regulations for the Administration of the Use of
Special Equipment at Civil Airports, a usage permit system of administration shall be adopted for
specialised airport equipment listed in the appendix to the Regulations for the Administration of
the Use of Special Equipment at Civil Airports. The General Administration of Civil Aviation shall
be responsible for the grant of permission for use of special equipment and on-going supervision
and administration management, while local civil aviation administrative bureaus shall be
responsible for the supervision and administration of special equipment in use in districts under
their jurisdiction. The permit of special equipment usage shall be valid for a period of eight years.
Special equipment in respect of which a permit of use has not been obtained shall not be used in
operations of ground protection of aircraft and aviation freight services, etc.
We are unable to guarantee that we will be able to renew the permit of special equipment usage.
In the event that we are unable to do so, as AE comprises a large proportion of our profits and
revenue, it may result in a material adverse effect on our business, operations, results of
operations and financial position.
Changes in the PRC tax laws, regulations, policies, concessions and treatment may
materially and adversely affect our results of operations and financial position
Presently, in accordance with industry practices, we are taxed according to the relevant national
and local government laws and regulations relating to business tax, income tax and land use tax.
In the event that there is a change in the tax laws, regulations, policies, concessions and
treatment, our cash flow and profits may be affected adversely, resulting in a material adverse
effect on our business, operations, results of operations and financial position.
We are subject to environmental laws and regulations in the PRC

We are subject to a variety of PRC laws and regulations relating to the protection of health and
the environment. The particular PRC environmental laws and regulations which apply to our
products and services may vary greatly according to the manufacturing site’s location,
environmental condition, the present and former uses of the manufacturing site and adjoining
properties. The enforcement of the PRC environmental laws and conditions may result in delays
to our projects, the incurrence of substantial compliance and other costs and the prohibition or
severe restriction of manufacturing or development activities in environmentally sensitive regions
or areas.
Although we have not previously failed to comply with the relevant environmental laws and
regulations, there is no assurance that such risks will not occur in the future. Any future breaches
of the relevant environmental laws and regulations may result in a delay of the progress of the
manufacture and sale of our products and services, hence adversely affecting our business,
operations, results of operations and financial position.
268
It may be difficult to effect service of process upon, or to enforce against, us or our

Directors or management team who reside in the PRC in connection with judgments
obtained in non-PRC courts
Most of our assets and our subsidiaries are located in China. In addition, most of our directors
and management team reside within China, and the assets of our directors and management
team may also be located within China. As a result, it may not be possible to effect service of
process outside China upon most of our directors and management team, including for matters
arising under applicable securities law. A judgment of a court of another jurisdiction may be
reciprocally recognised or enforced if the jurisdiction has a treaty with China or if judgments of the
PRC courts have been recognised before in that jurisdiction, subject to the satisfaction of other
requirements. However, China does not have treaties providing for the reciprocal enforcement of
judgments of courts with Japan, the United Kingdom, the United States and many other countries.
As a result, recognition and enforcement in the PRC of judgments from various jurisdictions is
uncertain.
Dividends payable by us to our investors and gains on the sale of our shares may become
subject to withholding taxes under PRC tax laws
Under the PRC Corporate Income Tax (“CIT”) Law and its implementation regulations issued by
the State Council, PRC income tax at the rate of 10.0% is applicable to dividends payable by a
PRC “resident enterprise” to investors that are “non-resident enterprises” (those enterprises that
do not have an establishment or place of business in the PRC, or those that have such an
establishment or place of business but the relevant income of which is not effectively connected
with the establishment or place of business) to the extent such dividends have their source within
the PRC. Similarly, any gain realised on the transfer of shares by such enterprises is also subject
to 10.0% PRC income tax if such gain is regarded as income derived from sources within the
PRC. If we are regarded as a PRC “resident enterprise”, it is unclear whether the dividends we
pay with respect to our shares, or the gain you may realise from the transfer of our shares, will be
treated as income derived from sources within the PRC and be subject to PRC income tax. This
will depend on how the PRC tax authorities interpret, apply or enforce the PRC CIT Law and the
implementation rules. If we are required under the PRC CIT Law to withhold PRC income tax on
our dividends payable to our foreign shareholders, the value of your investment in the Tianda
Group may be materially and adversely affected.
The PRC foreign exchange control may limit our ability to utilise our revenue effectively
and affect our ability to receive dividends and other payments from our PRC subsidiaries
Our PRC subsidiaries are subject to the PRC rules and regulations on currency conversion. In the
PRC, the State Administration for Foreign Exchange of the PRC (“SAFE”) regulates the
conversion of the RMB into foreign currencies. Currently, foreign-invested enterprises (“FIEs”) are
required to apply to SAFE for “Foreign Exchange Registration Certificates for FIEs”. With such
registration certifications (which are subject to annual inspection), FIEs are allowed to open
foreign currency accounts including the upfront expense account, capital account, asset
realisation account and other accounts. Please refer to Appendix F titled “Taxation and Exchange
Controls” of this Circular for further details.
The ability of our PRC subsidiaries to pay dividends or make other distributions to us may be
restricted by the PRC foreign exchange control restrictions. We cannot assure you that the
relevant regulations will not be amended to our disadvantage and that the ability of our PRC
subsidiaries to distribute dividends to us will not be adversely affected.
269
B11. INTERESTED PERSON TRANSACTIONS

Under Chapter 9 of the Catalist Rules, transactions between an entity at risk and an interested
person are known as Interested Person Transactions.
For the purposes of the Catalist Rules, an “entity at risk” refers to:
(i) the Company;
(ii) a subsidiary of the Company that is not listed on the SGX-ST or an approved exchange; or
(iii) an associated company of the Company that is not listed on the SGX-ST or an approved
exchange, provided that the listing group or the listed group and its interested person(s)
has control over the associated company,
after completion of the Proposed Acquisition.
An interested person refers to the directors, chief executive officer or Controlling Shareholders of
the Company and/or any of their respective associates after the completion of the Proposed
Acquisition. The interested persons of the Tianda Group include, amongst others, the following:
(a) CIMC-HK;
(b) CIMC, which holds 100% of the shares in CIMC-HK; and
(c) Any subsidiary of CIMC or any company in which CIMC has (directly and indirectly) an
interest of 30% or more.
Save as disclosed in this section, and to the best of the Tianda Directors’ knowledge and belief,
none of the directors, chief executive officer, Controlling Shareholders of Tianda and/or their
associates (after the completion of the Proposed Acquisition) was or is interested, whether
directly or indirectly, in any material transaction undertaken by the Tianda Group during the Period
Under Review and for the period from 1 January 2014 up to the Latest Practicable Date (the
“Relevant Period”).
B11.1 Past Interested Person Transactions

(A) Sale of PBBs to CIMC-HK
During the Relevant Period, the Tianda Group had sold passenger boarding bridges to
CIMC-HK, for CIMC-HK to on-sell the passenger boarding bridges to end customers
overseas at the same sale price. The transactions were not made on arm’s length basis
and were not carried out on normal commercial terms as CIMC-HK did not receive any
commission, interest or fee from Tianda for on-selling the passenger boarding bridges to
end customers. Tianda Group entered into the abovementioned transactions through CIMC-
HK in order to facilitate settlement of receivables and payables in foreign currencies with
the overseas end customers, as a result of foreign exchange restrictions in the PRC. The
details of the transactions are set out below:
1 Jan 2014 to the

FY2011 FY2012 FY2013 Latest Practicable Date
(RMB’000) (RMB’000) (RMB’000) (RMB’000)
60,219 12,418 5,355 –
The Tianda Group does not intend to enter into such transactions with CIMC-HK after the
completion of the Proposed Acquisition.
270
(B) Amounts owing from CIMC to Tianda

During the Relevant Period, CIMC collected monies on behalf of Tianda. The amounts
owing from CIMC to Tianda under the arrangement as at the end of FY2011, FY2012 and
FY2013 and as at the Latest Practicable Date were as follows:
(RMB’000) (RMB’000) (RMB’000) (RMB’000)
Amounts owing from 4,137 – – –

CIMC to Tianda
The largest amount owing from CIMC to Tianda during the Relevant Period, based on
month-end balances, was approximately RMB4.1 million. There were no fees and
consideration payable for the arrangement. As such, this arrangement was not entered into
on an arm’s length basis.
As at the Latest Practicable Date, the arrangement has been terminated. The Tianda Group
does not intend to enter into such an arrangement after the completion of the Proposed
Acquisition.
(C) Amounts due from and owing to CIMC-HK

During the Relevant Period, CIMC-HK collected monies from customers and paid monies to
suppliers on behalf of Tianda, before the incorporation of CIMC-Tianda Airport Support
(Hong Kong) Limited. The amounts due from and owing to CIMC-HK under the
arrangement as at the end of FY2011, FY2012 and FY2013 and as at the Latest
Practicable Date were as follows:
As at
As at 31 As at 31 As at 31 the Latest
(RMB’000) (RMB’000) (RMB’000) (RMB’000)
Amounts due from 9,945 10,359 5,754 –

CIMC-HK in relation to
monies collected from
customers
Amounts owing to 1,875 1,870 – –

CIMC-HK in relation to
monies paid to suppliers
The largest amount due from CIMC-HK to Tianda during the Relevant Period, based on
month-end balances, was approximately RMB33 million. There were no fees and
consideration payable for the arrangement. As such, this arrangement was not entered into
on an arm’s length basis.
As at the Latest Practicable Date, the amount owing from CIMC-HK to Tianda has been
fully repaid. The Tianda Group does not intend to continue with such an arrangement with
CIMC-HK after the completion of the Proposed Acquisition.
271
(D) Amounts due from Tianda to CIMC

During the Relevant Period, CIMC extended amounts to Tianda for working capital
purposes in 2013. The amounts outstanding under this arrangement as at the end of
FY2011, FY2012 and FY2013 and as at the Latest Practicable Date were as follows:
(RMB’000) (RMB’000) (RMB’000) (RMB’000)
Amounts due from – – 22,000 30,000

Tianda to CIMC
From 1
January 2014
to the Latest
FY2011 FY2012 FY2013 Practicable Date
(RMB’000) (RMB’000) (RMB’000) (RMB’000)
Interest expense on 16 98 2,148 1,343

amounts due from
Tianda to CIMC
The largest amount outstanding during the Relevant Period, based on month-end balances,
was RMB90 million. This arrangement is for a term of one year, with an interest charged at
5.25% per annum. The arrangement does not have a fixed term of repayment. The interest
rate is approximately 10% lower than the prevailing interest rate for unsecured loans of
similar tenure provided by banks or financial institutions in PRC. As such, this arrangement
was not entered into on an arm’s length basis but was beneficial to the Tianda Group. As at
the Latest Practicable Date, the amount outstanding was RMB30 million. This amount was
fully repaid on 11 June 2014.
After completion of the Proposed Acquisition, the Tianda Group does not intend to enter
into any such arrangements with CIMC.
(E) Advancements on behalf of CIMC Group

Tianda made an advancement on behalf of CIMC Group in 2013, mainly for the associated
acquisition costs in relation to CIMC Group’s acquisitions of Albert Ziegler GmbH, Air
Marrel S.A.S, Curtiss-Wright Flow Control (UK) Limited and the Company in 2013. The
amounts outstanding under this first advancement in the Relevant Period were as follows:
(RMB’000) (RMB’000) (RMB’000) (RMB’000)
Advancement from Tianda – – 2,885 –
272
Tianda also made an advancement on behalf of Air Marrel S.A.S and CIMC Top Gear B.U.
for the associated acquisition costs in relation to their own acquisitions. Air Marrel S.A.S is
a wholly-owned subsidiary of CIMC Flight B.V., which is in turn a wholly-owned subsidiary
of CIMC. It is principally involved in the business of manufacturing loaders and other airport
equipments. CIMC Top Gear B.U. is the holding company of Albert Ziegler GmbH, which is
principally involved in the manufacture of fire fighting trucks. The amounts outstanding
under this second advancement as at the Relevant Period were as follows:
(RMB’000) (RMB’000) (RMB’000) (RMB’000)
Advancement from Tianda – – 521 –
As the advancements were interest-free, unsecured and did not have a fixed term of
repayment, both advancements were not carried out on an arm’s length basis. As at the
Latest Practicable Date, both advancements have been fully repaid. The Tianda Group
does not intend to enter into such transactions after the completion of the Proposed
Acquisition.
(F) Amounts due from CIMC to the Tianda Group

During the Relevant Period, the Tianda Group had advanced amounts to CIMC for working
capital purposes. The amounts outstanding under this arrangement as at the end of
FY2011, FY2012 and FY2013 and as at the Latest Practicable Date were as follows:
(RMB’000) (RMB’000) (RMB’000) (RMB’000)
Amounts due from – – 40,000 –

CIMC to the Tianda Group
From 1
January 2014
to the Latest
(RMB’000) (RMB’000) (RMB’000) (RMB’000)
Interest income on – – 954 1,156

amounts due from
CIMC to the Tianda Group
was RMB60 million. This arrangement is for a term of 12 months, with interest charged at
5.25% per annum which is lower than the prevailing three year lending benchmark floating
rate of the People’s Bank of China. As such, this arrangement was not entered into on an
arm’s length basis.
As at the Latest Practicable Date, all amounts due from CIMC to the Tianda Group have
been fully repaid. The Tianda Group does not intend to enter into any such arrangements
with CIMC after the completion of the Proposed Acquisition.
273
B11.2 Present and Ongoing Interested Person Transactions

(A) Cash deposits placed with CIMC Finance
During the Relevant Period, the Tianda Group placed cash deposits with CIMC Finance, a
wholly-owned subsidiary of CIMC, which is also a financial institution established with the
approval of the People’s Bank of China. The deposits placed with CIMC Finance as at the
end of FY2011, FY2012 and FY2013 and as at the Latest Practicable Date were as follows:
(RMB’000) (RMB’000) (RMB’000) (RMB’000)
Cash deposits placed 16,008 25,247 29,559 147,782

with CIMC Finance
Based on month-end balances, the largest amount of cash deposits placed with CIMC
Finance during the Relevant Period was RMB102.7 million. As at the Latest Practicable
Date, the amount of cash deposits placed with CIMC Finance was RMB147.8 million. The
effective interest rate per annum received by the Tianda Group on cash deposits placed
with CIMC Finance during the Relevant Period was 0.385%. These interest rates were
higher than the prevailing interest rates offered on cash deposits by other financial
institutions and banks in the PRC. During the Relevant Period, CIMC Finance offered an
interest rate that was 10% higher than the People’s Bank of China, which is the central
bank in China. As such, the transaction was not entered into on an arm’s length basis and
was not carried out on normal commercial terms, but was beneficial to the Tianda Group.
After completion of the Proposed Acquisition, we intend to continue placing cash deposits
with CIMC Finance, subject to the guidelines set out in Section 12.6 titled “Review
Procedures for the Interested Person Transactions” of this Circular and the requirements set
out in Chapter 9 of the Catalist Rules.
(B) Loans extended by CIMC Finance to the Tianda Group

During the Relevant Period, CIMC Finance had extended loans to the Tianda Group for
working capital purposes and to finance the construction of its new factory. The amounts
outstanding under the loans as at the end of FY2011, FY2012 and FY2013 and as at the
Latest Practicable Date were as follows:
(RMB’000) (RMB’000) (RMB’000) (RMB’000)
Loans from CIMC Finance – 50,000 – 120,000
From 1
January 2014
to the Latest
(RMB’000) (RMB’000) (RMB’000) (RMB’000)
Interest expense on loans – 994 3,533 820

from CIMC Finance
274
was RMB70 million. As at the Latest Practicable Date, the amount outstanding was
RMB120 million. These loans were unsecured and were for a term of 6 months to 3 years,
with interest charged at between 3.60% to 6.15% per annum, which is lower than the
prevailing three-year lending benchmark floating rate of the People’s Bank of China. These
loans did not have fixed terms of repayment. The interest rates were approximately 10%
lower than the prevailing interest rate for unsecured loans of similar tenure provided by
banks or financial institutions in PRC. For further details, please refer to Section 12.5.2
titled “Treasury Transactions” of this Circular. As such, the loans were not provided on an
arm’s length basis but were beneficial to the Tianda Group.
After completion of the Proposed Acquisition, we intend to continue obtaining loans from
CIMC Finance, subject to the guidelines set out in Section 12.6 titled “Review Procedures
for the Interested Person Transactions” of this Circular and the requirements set out in
Chapter 9 of the Catalist Rules.
(C) Grant of usage of credit line from CIMC Group to Tianda

In the Relevant Period, CIMC Group granted the usage of its credit line with Bank of China
of RMB200 million to Tianda for working capital purposes.
(RMB’000) (RMB’000) (RMB’000) (RMB’000)
Grant of usage of credit – – 63,353 –

line from CIMC Group to
Tianda
The largest amount owing by Tianda to Bank of China as a result of this arrangement
during the Relevant Period, based on month-end balances, was approximately RMB63.4
million. There were no fees and consideration payable to CIMC for the arrangement. As
such, this arrangement was not entered into on an arm’s length basis but was beneficial to
Tianda.
As at the Latest Practicable Date, the amount owing from Tianda to Bank of China has
been fully repaid. Any outstanding amounts will be repaid by Tianda according to the terms
of the loan agreement entered into between Tianda and Bank of China. It is intended that
this arrangement will continue after the completion of the Proposed Acquisition, but the
continuance or renewal of such an arrangement will be subject to the guidelines set out in
Section 12.6 titled “Review Procedures for the Interested Person Transactions” of this
Circular and the requirements set out in Chapter 9 of the Catalist Rules.
275
(D) Purchase and sale of materials and equipment between the CIMC Group and the
Tianda Group
During the Relevant Period, the Tianda Group had entered into transactions with
subsidiaries and associated companies of CIMC from time to time and in the normal course
of business, for the purchase and sale of materials and equipment. Details of the
transactions are set out as follows:
1 Jan 2014
to the Latest
Nature of FY2011 FY2012 FY2013 Practicable Date
Transactions with Transaction (RMB’000) (RMB’000) (RMB’000) (RMB’000)
Zhangjiagang CIMC Sale and 2,865 14 – –

Sanctum Cryogenic installation
Equipment Machinery of MHS
Co., Ltd
Xiamen CIMC- Sales of – 7,340 – –

HAITOU Logistics APS
Co., Ltd(1)
Yantai Raffles Sale of MHS – – 171 –

Shipyard Limited for upgrade of
storage facilities
Dalian CIMC Purchase of 841 8,691 18,406 –

Railway Equipment steel structures
Co., Ltd
Xinhui CIMC Purchase of – 1,558 – –

Wood Co., Ltd. wooden flooring
Shenzhen CIMC Purchase of 110 – 9 –

Intelligent navigational
Technology control systems
Co., Ltd
Tianjin CIMC Purchases of – – 1,347 –

Logistics grille boxes
Equipments
Co., Ltd.
Shenzhen Rental of 709 91 – –

Southern CIMC equipment
Eastern Logistics and power
Equipment
Manufacturing
Co., Ltd.
Shenzhen CIMC Purchase of – – 3 1

Vehicles Selling spare parts
Co., Ltd
CIMC-Shac(Xi’an) Purchase of – – 1,078 –

Special Vehicles passageway
Co., Ltd for building PBBs
Note:
(1) This is a joint venture between CIMC-HK and Xiamen Haitou Economic and Trade Co., Ltd. CIMC-HK holds
49% of the equity interest, whereas Xiamen Haitou Economic and Trade Co., Ltd. holds the remaining 51%
of the equity interest.
276
These transactions were entered into on an arm’s length basis and were carried out on
normal commercial terms.
In future, it is envisaged that the Tianda Group may enter into transactions of similar nature
with the CIMC Group, as and when the need arises. Such transactions will be entered into
in accordance with the guidelines as described in the Section 12.6 titled “Review
Procedures for the Interested Person Transactions” of this Circular and the requirements set
out in Chapter 9 of the Catalist Rules.
(E) Lease agreements

Lease of properties from Shenzhen Southern CIMC Containers Manufacture Co., Ltd
Tianda leases a plant and building at No. 19 Haiwan Avenue, Nanshan District, Shenzhen,
Guangdong, PRC from Shenzhen Southern CIMC Containers Manufacture Co., Ltd, a
wholly-owned subsidiary of CIMC. The lease agreement expires on 31 December 2014 and
is renewable on an annual basis, subject to mutual agreement of the terms of the lease
agreement. The lease was negotiated on an arm’s length basis and is based on normal
commercial terms. The details of the aggregate rental and related charges paid to
Shenzhen Southern CIMC Containers Manufacture Co., Ltd during the Relevant Period are
set out below:
From 1
January 2014
to the Latest
(RMB’000) (RMB’000) (RMB’000) (RMB’000)
Aggregate rental and 1,344 1,120 1,587 661

related charges paid to
Shenzhen Southern
CIMC Containers
Manufacture Co., Ltd
The Tianda Group does not intend to enter into or renew such lease arrangements with
Shenzhen Southern CIMC Containers Manufacture Co., Ltd upon expiry of the leases on
31 December 2014.
Lease of properties from Shenzhen Southern CIMC Containers Service Co., Ltd
Tianda leases a storage yard and warehouse at Zuopaotai, Chiwan Avenue, Nanshan
District, Shenzhen, Guangdong, PRC from Shenzhen Southern CIMC Containers Service
Co., Ltd, a wholly-owned subsidiary of the CIMC Group. The lease agreement expires on
31 December 2014. The lease was negotiated on an arm’s length basis and is based on
normal commercial terms. The details of the aggregate rental and related charges paid to
Shenzhen Southern CIMC Containers Service Co., Ltd during the Relevant Period are set
out below:
From 1
January 2014
to the Latest
(RMB’000) (RMB’000) (RMB’000) (RMB’000)

Shenzhen Southern
CIMC Containers
Service Co., Ltd
277
The Tianda Group does not intend to enter into or renew such lease arrangements with
Shenzhen Southern CIMC Containers Service Co., Ltd upon expiry of the lease on 31
December 2014.
Lease of property from China Merchants Shekou Industrial Zone Co., Ltd.
Tianda leases industrial land for productions and operations at No. 4 Gongye Fourth Road,
Shekou, Nanshan District, Shenzhen, Guangdong, PRC from China Merchants Shekou
Industrial Zone Co., Ltd., a wholly-owned subsidiary of China Merchants Group Limited,
which is in turn deemed to be interested in 25.5% of the equity interest of CIMC. The lease
agreement expires on 30 November 2025. The lease was negotiated on an arm’s length
basis and is based on normal commercial terms. The details of the aggregate rental and
related charges paid to China Merchants Shekou Industrial Zone Co., Ltd during the
Relevant Period are set out below:
From 1
January 2014
to the Latest
(RMB’000) (RMB’000) (RMB’000) (RMB’000)

China Merchants Shekou
Industrial Zone Co., Ltd
In future, it is envisaged that the Tianda Group may enter into such lease agreements with
China Merchants Shekou Industrial Zone Co., Ltd., as and when the need arises. Such
agreements will be entered into in accordance with the guidelines as described in the
(F) Secondment of employees

In January 2014, Tianda seconded its employees to Albert Ziegler GmbH, a wholly-owned
subsidiary of CIMC. Albert Ziegler GmbH is located in Germany and its main expertise is in
the manufacture of fire-fighting trucks. As at the Latest Practicable Date, Tianda paid part of
the salaries and fees to these employees. As such, this secondment arrangement was not
carried out on an arm’s length basis.
CIMC has also since 1993 regularly seconded its staff to Tianda, pursuant to employment
service contracts with CIMC. As at the Latest Practicable Date, the salaries and fees of
these seconded employees are paid by CIMC, and are reimbursed by Tianda. As such, this
secondment arrangement was not entered into on an arm’s length basis as the salaries and
fees paid by CIMC were on a cost-reimbursement basis.
278
The reimbursements paid by and to Tianda (as the case may be) in connection with the
secondment of employees, for the Relevant Period are as follows:
From 1
January 2014
up to the Latest
(RMB’000) (RMB’000) (RMB’000) (RMB’000)
Reimbursement of payments – – – –
by CIMC to Tianda
Reimbursement of payments 408 1,046 936 195

by Tianda to CIMC
The above secondment arrangements for the secondment of staff from the Tianda Group to
the CIMC Group will be terminated upon the completion of the Proposed Acquisition and
the Tianda Group does not intend to enter into any such arrangements after the completion
of the Proposed Acquisition.
It is intended that the secondment of staff from the CIMC Group to the Enlarged Group may
continue after the Proposed Acquisition but the continuance or renewal of such
secondment arrangements will be subject to the guidelines set out in Section 12.6 titled
“Review Procedures for the Interested Person Transactions” of this Circular and the
requirements set out in Chapter 9 of the Catalist Rules.
(G) Reimbursement of expenses incurred by CIMC

During the Relevant Period, the Tianda Group had reimbursed CIMC for general expenses,
including but not limited to audit and insurance fees, incurred on behalf of the Tianda Group
which are set out as follows:
1 Jan 2014
to the Latest
(RMB’000) (RMB’000) (RMB’000) (RMB’000)
Reimbursement of expenses 520 332 124 115

incurred by CIMC
There were no fees and consideration payable to CIMC for the above arrangement. As
such, this arrangement was not entered into on an arm’s length basis but was beneficial to
Tianda. Such transactions may continue after the Proposed Acquisition as and when the
need arises, and will be entered into in accordance with the guidelines as described in the
(H) Licence of Patents

On 30 December 2011, CIMC and Tianda entered into a licencing agreement with Xinfa
Airport Equipment Ltd. in relation to six (6) patents jointly held by CIMC and Tianda. Under
the licence agreement, CIMC and Tianda granted Xinfa Airport Equipment Ltd. an exclusive
licence to manufacture the patented products in the PRC, use, agree to sell, sell and import
the patented products. The licence agreement is for a period of five (5) years.
279
On 30 April 2014, we entered into the Patent Licensing Agreements with CIMC, and where
applicable, as well as Xinfa Airport Equipment Ltd. pursuant to which CIMC granted to
Tianda and/or its subsidiaries, among others, the exclusive right to use the patents (i) solely
owned by CIMC, (ii) jointly owned by CIMC and Tianda and (iii) jointly owned by CIMC,
Tianda and Xinfa Airport Equipment Ltd., during the existence of the patents. The fees for
the maintenance of the patents will be payable by Tianda, and when applicable, as well as
Xinfa Airport Equipment Ltd. No fees shall be charged by CIMC for such right to use the
patents.
No fees or consideration was paid under the licence agreements and as such, the licensing
agreements were not entered into on an arm’s length basis, but beneficial to the Tianda
Group. It is intended that the patent licensing arrangements will continue after completion of
the Proposed Acquisition and no fee or consideration is to be paid under such licensing
arrangements but the continuance and renewal of the patent licence agreements will be
subject to the guidelines set out in Section 12.6 titled “Review Procedures for the Interested
Person Transactions” of this Circular and the requirements set out in Chapter 9 of the
Catalist Rules.
B12. DIVIDEND POLICY

As at the Latest Practicable Date, the Tianda Group does not have a formal dividend policy. There
can be no assurance that dividends will be paid in the future or on the amount or timing of any
dividends that may be paid in the future. The declaration and payment of any future dividends will
depend upon factors such as operating results, financial position, cash requirements, expansion
plans as well as any other factors deemed relevant by the board of the Enlarged Group.
The Tianda Group declared dividends of RMB23.0 million and paid dividends of RMB6.9 million
for FY2011 and declared dividends of RMB60.0 million and paid dividends of RMB18.4 million in
FY2013. For the period from 1 January 2014 to the Latest Practicable Date, the Tianda Group
declared dividends of RMB6.96 million and paid dividends of RMB0.97 million. The Tianda Group
did not declare, approve and pay any dividend for FY2012.
As at the Latest Practicable Date, RMB71.3 million of dividends declared by the Tianda Group in
prior years have yet to be paid.
B13. MATERIAL CONTRACTS

Save for the Patent Licensing Agreements as set out in section B6.10 titled “Intellectual Property”,
we have not entered into any contracts, outside the ordinary course of business for the period of
two years before the Latest Practicable Date.
B14. MATERIAL LITIGATION

Save as disclosed in Section B10 titled “Risk Factors Relating to the Tianda Group – We are
exposed to various project management risks”, we are not, as at the Latest Practicable Date,
engaged in any legal or arbitration proceedings (either as plaintiff or defendant), including those
which are pending or known to be contemplated, which may have or have had in the 12 months
before the date of this Circular, a material effect on its financial position or profitability, and the
Tianda Directors have no knowledge of any proceedings pending or threatened against any
member of the Tianda Group or any facts likely to give rise to any litigation, claims or proceedings
which might materially affect the financial position or the business of the Tianda Group.
280
B15. THE TIANDA DIRECTORS’ RESPONSIBILITY STATEMENT

The directors of Tianda collectively and individually accept full responsibility for the accuracy of
the information contained in the “Letter to Shareholders from the Directors of Shenzhen CIMC-
Tianda Airport Support Co., Ltd.” and all information given in the Circular in respect of Tianda, the
Tianda Group and the Enlarged Group (insofar as they relate to the Tianda Group), and confirm
after making all reasonable enquiries that, to the best of their knowledge and belief, this Circular
constitutes full and true disclosure of all material facts in relation to Tianda, the Tianda Group and
the Enlarged Group (insofar as they relate to the Tianda Group), and the Tianda Directors are not
aware of any facts the omission of which would make any statement in this Circular misleading.
Where information in this Circular has been extracted from published or otherwise publicly
available sources or obtained from a named source, the sole responsibility of the Tianda Directors
has been to ensure that such information has been accurately and correctly extracted from those
sources and/or reproduced in this Circular in its proper form and context.
Yours faithfully
For and on behalf of
the Board of Directors of
LI YINHUI
Chairman
24 June 2014
281
APPENDIX A – ACA IFA LETTER IN RELATION TO THE PROPOSED
WHITEWASH RESOLUTION

(Company Registration No: 200310232R)
112 Robinson Road #03-02

Singapore 068902
The Recommending Directors

28 Quality Road
Singapore 618828
24 June 2014
THE PROPOSED WHITEWASH RESOLUTION FOR THE WAIVER OF THE RIGHT OF INDEPENDENT
SHAREHOLDERS (BEING SHAREHOLDERS OTHER THAN THE VENDORS CONCERT PARTY
GROUP (AS HEREINAFTER DEFINED) TO RECEIVE A MANDATORY GENERAL OFFER FOR ALL
THE SHARES IN THE CAPITAL OF THE COMPANY NOT ALREADY OWNED, CONTROLLED OR
AGREED TO BE ACQUIRED BY THEM (“PROPOSED WHITEWASH RESOLUTION”)
Unless otherwise defined or where the context otherwise requires, the definition used in the Circular
(defined herein) shall apply throughout this Letter.
1. INTRODUCTION
Asian Corporate Advisors Pte. Ltd. (“ACA”) has been appointed as an independent financial
adviser (“IFA”) to the directors of Pteris Global Limited (“Company” or “Pteris”) as at the date of
this letter and who are deemed independent for the purpose of the Proposed Whitewash
Resolution (the “Recommending Directors”). We note that the Recommending Directors comprise
all the existing Directors of the Company, save for Mr Yu Yuqun and Mr Zheng Zuhua (who are
deemed to be interested in the Proposed Whitewash Resolution). As at 10 June 2014 (the “Latest
Practicable Date”), the Recommending Directors comprise Mr Lim Joo Boon, Mr Low Kok Hua, Dr
Soon Kong Ann, Ms Gan Siok Loon, Mr Fong Heng Boo, and Mr Robert Chew.
This letter (“Letter”) sets out, inter alia, our views and evaluation of the Proposed Whitewash
Resolution proposed as an ordinary resolution in the notice of the extraordinary general meeting
(“EGM”) of the Company as set out in the circular (“Circular”) dated 24 June 2014 to the registered
holders (“Shareholders”) of the ordinary shares (“Shares”) in the capital of the Company, which if
passed by the Shareholders other than (i) the Vendors (as defined hereinafter); (ii) Sharp Vision
Holdings Limited (“SVHL”); (iii) parties acting in concert with the Vendors and SVHL; and (iv)
parties not independent of the persons mentioned in (i), (ii), and (iii) above (“Independent
Shareholders”), would result in a waiver by the Independent Shareholders of their rights to receive
a mandatory general offer from the Vendors, SVHL, and parties acting in concert with them (the
“Vendors Concert Party Group”) in connection with the issue of the CIMC Aggregate
Consideration Shares (defined later), the CIMC Additional Shares (defined later), the Management
Co Aggregate Consideration Shares (defined later), the Management Co Additional Shares and the
AM Conversion Shares (defined later) under the Proposed CIMC Acquisition and the Proposed
Management Co Acquisition (collectively, the “Proposed Acquisition”). Likewise, it contains our
recommendations to the Recommending Directors in relation the Proposed Whitewash Resolution.
It is prepared for inclusion in the Circular in connection with, inter alia, the Proposed Acquisition
and the Proposed Whitewash Resolution to be issued by the Company to the Shareholders.
Certain of the figures and computations as enumerated or set out in this Letter are based on
approximations and its accuracy is subject to rounding.
A-1
1.1 BACKGROUND
The Proposed CIMC Acquisition
On 6 February 2013 (the “MOU Announcement Date”), the Company announced that it had
entered into a memorandum of understanding dated 6 February 2013 (the “MOU”) with China
International Marine Containers (Hong Kong) Ltd (“CIMC-HK”) and Shenzhen TGM Ltd. (the
“Management Co”) in connection with the proposed acquisition by the Company of the entire
issued share capital of Shenzhen CIMC-Tianda Airport Support Ltd. (“Tianda”, and together with
its representative office, branch office and subsidiaries, the “Tianda Group”). Pursuant to the terms
of the MOU, it was intended that the consideration would represent 9.5 times of the PATMI for
Tianda for FY2012. The Company announced on 2 May 2013 that it had signed a supplemental
letter to extend the deadline for the signing of definitive agreements (the “Extension
Announcement”) to 31 July 2013.
On 29 July 2013 (the “CIMC SPA Announcement Date”), the Company announced that it had
entered into a conditional sales and purchase agreement dated 29 July 2013 (the “CIMC SPA”)
with CIMC-HK in relation to the Proposed CIMC Acquisition (the “CIMC SPA Announcement”).
This will be carried out by way of the acquisition by the Company of the entire issued and paid-up
share capital of Techman (“CIMC Sale Shares”). As at the date of the CIMC SPA, CIMC-HK had
entered into an agreement with the shareholders of Techman, pursuant to which CIMC-HK shall
acquire the entire issued share capital of Techman (the “Techman Transfer”). In connection with
the foregoing, CIMC-HK shall also undertake the Tianda Restructuring, pursuant to which
Techman, which is an investment holding company, shall hold as its sole asset, the legal and
beneficial ownership of a seventy per cent. (70%) equity interest in Tianda. On 6 January 2014 (the
“CIMC Side Letter Announcement”), the Company announced it had entered into a side letter
with CIMC-HK to amend, vary and supplement the terms of the CIMC SPA in the manner set out in
the CIMC Side Letter Announcement, including but not limited to, extending the Longstop Date to
31 August 2014. On 26 March 2014 (the “Additional Shares Announcement”), the Company
further announced that it had entered into a supplemental deed dated 26 March 2014 (the “CIMC
Supplemental Deed”) with CIMC-HK to amend, vary and supplement the terms of the CIMC SPA
in the manner set out in the Additional Shares Announcement, including but not limited to, issuing
such integer number of Post-Consolidation Shares which is equivalent to 185,236,862 Pre-
Consolidation Shares subject to adjustments for Capital Changes (if any) and rounded down to the
nearest whole number to be allotted and issued by the Company to CIMC-HK (or its nominees) for
nil consideration (the “CIMC Additional Shares”) in the manner stated therein.
For the avoidance of doubt, the CIMC Additional Shares shall be issued for nil consideration and
shall not constitute satisfaction of any part of the CIMC Consideration. Pursuant to the CIMC
Supplemental Deed, it was agreed between the Company and CIMC-HK that the CIMC Additional
Shares shall be allotted to CIMC-HK as the Company was unable to fulfill its undertaking in the
CIMC SPA stating, inter alia, that the Group’s net asset value as at 31 December 2013 shall be not
less than S$50 million (the “Initial Warranty”). The Company and CIMC-HK have agreed, inter alia,
that the allotment and issuance of the CIMC Additional Shares shall be a full and final settlement in
respect of the outstanding liabilities arising from or in connection with the Initial Warranty not being
true and accurate in all material respects, and all claims and rights that CIMC-HK has or may have
against the Company arising from or in connection with the Initial Warranty not being true and
accurate in all material respects.
As set out in the Circular, the consideration for the Proposed CIMC Acquisition (the “CIMC
Consideration”) shall be S$96.3032 million (being the equivalent of approximately RMB486.331
million at an agreed exchange rate of RMB5.05 to S$1.00 (the “Exchange Rate”)), and shall be
satisfied in full by the allotment and issuance of the CIMC Aggregate Consideration Shares
(defined later). The CIMC Consideration was arrived at after negotiations, based on a willing-buyer,
willing-seller basis, taking into account, inter alia, the audited profit after tax and minority interests
of the Tianda Group for FY2012, the management experience, track record and the business
prospects of the Tianda Group, and expected synergies between the Pteris Group and the Tianda
Group.
A-2
For the avoidance of doubt, Shareholders should note that the completion of the sale and
purchase of the CIMC Sale Shares (“CIMC Completion”) under the CIMC SPA is not
conditional upon the completion of the sale and purchase of the Management Co Sale
Shares (defined later) under the Management Co Shares Issuance Agreement (defined later)
(“Management Co Completion”).
The Proposed Management Co Acquisition

Subsequent to the CIMC SPA Announcement, the Company had on 12 November 2013 (the
“Management Co Agreements First Announcement”) announced that it had, inter alia, finalised
the principle terms of the share purchase agreement in relation to the Proposed Management Co
Acquisition (subject to, inter alia, fulfilment of the relevant execution formalities in the PRC and
Singapore). On 28 November 2013 (the “Management Co Agreements Second
Announcement”), the Company announced that, inter alia, the relevant execution formalities had
been fulfilled and it had entered into the conditional share purchase agreement dated 28 November
2013 with the Management Co (as may be amended, modified or supplemented from time to time)
in relation to the Proposed Management Co Acquisition (the “Management Co SPA”) and the
conditional share issuance agreement dated 28 November 2013 with the Management Co (as may
be amended, modified or supplemented from time to time) in relation to, inter alia, the allotment
and issuance of such number of Post-Consolidation Shares to the Management Co to satisfy the
consideration for the Proposed Management Co Acquisition. On 26 March 2014, the Company
further announced that (a) it had entered into the Management Co Share Issuance Agreement
Supplemental Deed with the Management Co to amend, vary and supplement the terms of the
Management Co Share Issuance Agreement in the manner set out in the Additional Shares
Announcement, including but not limited to, issuing such integer number of Post-Consolidation
Shares which is equivalent to 79,387,226 Pre-Consolidation Shares subject to adjustments for
Capital Changes (if any) and rounded down to the nearest whole number to be allotted and issued
by the Company to the Management Co (or its nominees) for nil consideration on the Management
Co Completion Date (“Management Co Additional Shares”) in the manner stated therein; (b)
subject to the fulfilment of execution formalities, the Management Co SPA shall be amended to
include the Management Co Additional Shares in the total number of Post-Consolidation Shares
(and consequentially, the minimum and maximum number of Post-Consolidation Shares) to be
allotted and issued thereunder; and (c) it had entered into the Management Co SPA Clarification
letter to clarify that the Management Co Additional Shares shall be allotted and issued under the
Management Co SPA (as amended) for nil consideration. On 29 April 2014, the Company made
the Management Co SPA Amendment Announcement that pursuant to the fulfilment of the relevant
execution formalities, the Management Co SPA had been amended in the manner stated in the
Additional Shares Announcement.
For the avoidance of doubt, the Management Co Additional Shares shall be issued for nil
consideration and shall not constitute satisfaction of any part of the Management Co
Consideration. Pursuant to the Management Co Share Issuance Agreement Supplemental Deed, it
was agreed between the Company and the Management Co that the Management Co Additional
Shares shall be allotted to the Management Co as the Company was unable to fulfil its undertaking
under the Initial Warranty in the Management Co Share Issuance Agreement. The Company and
the Management Co have agreed, inter alia, that the allotment and issuance of the Management
Co Additional Shares shall be a full and final settlement in respect of the outstanding liabilities
respects, and all claims and rights that the Management Co has or may have against the Company
respects.
The consideration for the Proposed Management Co Acquisition (“Management Co

Consideration”) shall be S$41.2728 million (being the equivalent of approximately RMB208.4276
million at the Exchange Rate), and shall be satisfied in full by the allotment and issuance of the
Management Co Aggregate Consideration Shares (defined later). Further information on the
Proposed Management Co Acquisition is set out in Section 4 of this Letter.
A-3
Shareholders should note that the Tianda Transfer (which forms part of the Tianda
Restructuring, the completion of which is a condition to the CIMC Completion under the
CIMC SPA) and the Management Co Completion under the Management Co Share Issuance
Agreement are conditional upon, inter alia, the receipt of the relevant PRC governmental
approvals and registrations under the relevant PRC laws.
For the avoidance of doubt, Shareholders should note that while the CIMC Completion
under the CIMC SPA is not conditional upon the Management Co Completion, the
Management Co Completion under the Management Co Share Issuance Agreement is
conditional upon, inter alia, the CIMC Completion and the receipt of the relevant PRC
governmental approvals and registrations under the relevant PRC laws. Accordingly, if the
CIMC Completion does not take place and/or such aforementioned relevant PRC
governmental approvals and registrations under the relevant PRC laws are not obtained
and/or fulfilled, the Management Co Completion will also not take place.
The Proposed Acquisition constitutes a “Reverse Takeover” transaction pursuant to Chapter 10 of

the Singapore Exchange Securities Trading Limited (the “SGX-ST”) listing manual (the “Listing
Manual”) and will be conditional upon, inter alia, the approval of the Shareholders at the EGM and
the SGX-ST being obtained.
In connection with the Proposed Acquisition, the Company proposes to carry out a proposed
consolidation (the “Proposed Share Consolidation”) pursuant to which every five (5) pre-
consolidation Shares (“Pre-Consolidation Share”) will be consolidated into one (1) post-
consolidation Share (the “Post Consolidation Share”) prior to the date of CIMC Completion and
Management Co Completion (“Proposed Acquisition Completion Date”). The issue price (“Issue
Price”) for each Post-Consolidation Share to be issued pursuant to the Proposed Acquisition is
S$0.65 each or S$0.13 after taking into the Proposed Share Consolidation (“Pre-Consolidation
Issue Price”) for such number of Pre-Consolidation Shares which is equivalent to the number of
Post-Consolidation Shares to be issued.
As at the Latest Practicable Date, the issued and paid-up Share capital of the Company is
S$65,160,582 comprising 548,488,257 Pre-Consolidation Shares. Pursuant to the Proposed Share
Consolidation, the Company will have an issued and paid-up capital of S$65,160,582 comprising
109,697,651 Post-Consolidation Shares, fractional Post-Consolidation Share being disregarded.
The Proposed acquisitions conditional upon, inter alia, listing and quotation notice from the SGXST
being obtained. The listing and quotation notice, if issued by the SGX-ST, is not to be taken as an
indication of the merits of the the Proposed Transactions, the Enlarged Group, the Post-
Consolidation Shares the CIMC Aggregate Consideration Shares, the CIMC Additional Shares, the
Management Co Aggregate Consideration Shares, the Management Co Additional Shares, the AM
1.2 THE PROPOSED WHITEWASH RESOLUTION

Pursuant to Rule 14.1 of the Singapore Code on Take-overs and mergers (“Code”), except with the
consent from the Securities Industry Council (“SIC”), where (a) any person acquires whether by a
series of transactions over a period of time or not, shares which (taken together with shares held or
acquired by persons acting in concert with him) carry 30% or more of the voting rights of a
company; or (b) any person who, together with persons acting in concert with him, holds not less
than 30% but not more than 50% of the voting rights and such person, or any person acting in
concert with him, acquires in any period of 6 months additional shares carrying more than 1% of
the voting rights, such person must extend offers immediately, on the basis set out in Rule 14 of
the Code, to the holders of any class of share capital of the company which carries votes and in
which such person, or persons acting in concert with him, hold shares. In addition to such person,
each of the principal members of the group of persons acting in concert with him may, according to
the circumstances of the case, have the obligation to extend an offer (“General Offer”).
A-4
As at the Latest Practicable Date, the Vendors Concert Party Group hold approximately 82,220,000
Shares, which represents approximately 14.99% of the Company’s issued Share capital of
548,488,257 Shares.
Additional Shares, the AM Conversion Shares (defined later), and the Canaccord Shares (defined
later), the Vendors Concert Party Group will hold in aggregate: (a) 228,907,276 Post-Consolidation
Shares, representing approximately 70.87% of the Enlarged Share Capital of the Company
(assuming the Minimum Dilution Scenario); or (b) 303,756,502 Post-Consolidation Shares,
representing approximately 76.30% of the Enlarged Share Capital of the Company (assuming the
Maximum Dilution Scenario).
Pursuant to Rule 14 of the Code and Section 139 of the SFA, the Vendors Concert Party Group will
be required to make a mandatory General Offer for all the remaining Shares in issue not already
owned, controlled or agreed to be acquired by them. It is a condition precedent for the Proposed
CIMC Acquisition and the Proposed Management Co Acquisition that, inter alia,
(i) the SIC grants the Vendors Concert Party Group, and not having revoked or repealed such
grant, a waiver of their obligation to make a mandatory general offer under Rule 14 of the
Code for the Shares not owned, controlled or agreed to be acquired by them subject only to
the conditions set out in paragraph 2 of Appendix 1 of the Code; and
(ii) Shareholders approve at a general meeting of the Company, the Proposed Whitewash
Resolution for the waiver of the rights of the Independent Shareholders to receive a general
offer from the Vendors Concert Party Group, at the highest price paid or agreed to be paid
by them for the Shares in the past six (6) months, for all the Shares not already owned,
controlled or agreed to be acquired by the Vendors Concert Party Group under Rule 14 of
the Code.
The Vendors Concert Party Group has sought a waiver from the SIC of their obligation to make a
general offer under Rule 14 of the Code.
The SIC had on 19 November 2013 (and as supplemented by the SIC’s response to an update
letter by the Company to the SIC dated 16 May 2014), granted to the Vendors Concert Party
Group, a waiver from the requirement under Rule 14.1 of the Code to make a mandatory general
offer for the Company in the event the Vendors Concert Party Group incurs an obligation to do so,
as a result of the Proposed Acquisition, subject to, inter alia, the following conditions:
(a) a majority of holders of voting rights of the Company approve at a general meeting, before
the CIMC Completion Date, the Proposed Whitewash Resolution by way of a poll, to waive
their rights to receive a general offer from the Vendors Concert Party Group;
(b) the Proposed Whitewash Resolution is separate from other resolutions;
(c) the Vendors Concert Party Group as well as parties not independent of them abstain from
voting on the Proposed Whitewash Resolution;
(d) the Vendors Concert Party Group did not acquire or are not to acquire any Shares or
instruments convertible into and options in respect of Shares (other than subscriptions for,
rights to subscribe for, instruments convertible into or options in respect of new Shares which
have been disclosed in the Circular):-
(i) during the period between 29 July 2013 (being the date of the CIMC SPA
Announcement) and the date Shareholders’ approval is obtained for the Proposed
Whitewash Resolution; and
A-5
(ii) in the six (6) months prior to 29 July 2013 (being the date of the CIMC SPA
Announcement), but subsequent to negotiations, discussions or the reaching of
understandings or agreements with the Board in relation to the Proposed Acquisition;
(e) the Company appoints an independent financial adviser to advise the Independent
Shareholders on the Proposed Whitewash Resolution;
(f) the Company sets out clearly in the Circular:-
(i) details of the Proposed Acquisition;
(ii) the dilution effect of the Proposed Acquisition to existing Shareholders;
(iii) the number and percentage of voting rights to be issued to the Vendors Concert Party
Group through the Proposed Acquisition as well as the number and percentage of
voting rights in the Company as well as the number of instruments convertible into,
rights to subscribe for and options in respect of Shares held by the Vendors Concert
Party Group as at the Latest Practicable Date;
(iv) specific and prominent reference to the fact that the Proposed Acquisition could result
in the Vendors holding Shares carrying over forty-nine per cent. (49%) of the voting
rights of the Company, and the fact that the Vendors will be free to acquire further
Shares without incurring any obligation under Rule 14 of the Code to make a general
offer;
(v) that Shareholders, by voting for the Proposed Whitewash Resolution, are waiving their
rights to a general offer from the Vendors Concert Party Group at the highest price
paid by the Vendors Concert Party Group for the Shares in the past 6 months
preceding the commencement of the offer; and
(vi) that the Shareholders by voting for the Proposed Whitewash Resolution, could be
forgoing the opportunity to receive a general offer from another person who may be
discouraged from making a general offer in view of the potential dilution effect of the
issue of the CIMC Aggregate Consideration Shares, the CIMC Additional Shares, the
Management Co Aggregate Consideration Shares, the Management Co Additional
Shares and the AM Conversion Shares;
(g) the Circular states that the Whitewash Waiver granted by the SIC to the Vendors Concert
Party Group from the requirement to make a general offer under Rule 14 of the Code is
subject to the conditions stated at (a) to (f) above;
(h) the Company obtains the SIC’s approval in advance for those parts of the Circular that refer
to the Proposed Whitewash Resolution; and
(i) to rely on the Proposed Whitewash Resolution, the acquisition of the CIMC Consideration
Shares, the CIMC Additional Shares, the Management Co Consideration Shares, the
Management Co Additional Shares and the AM Conversion Shares must be completed
within three (3) months of the approval of the Proposed Whitewash Resolution and the
acquisition of the CIMC Deferred Consideration Shares, the CIMC Crisplant Shares, the
CIMC Prolongation Claims Shares, the Management Co Deferred Consideration Shares the
Management Co Crisplant Shares and the Management Co Prolongation Claims Shares
must be completed within five (5) years of the CIMC Completion Date.
As at the Latest Practicable Date, save for conditions (a) and (i), all the above conditions imposed
by the SIC have been satisfied.
A-6
None of the Vendors Concert Party Group has traded in the Shares during the period commencing
on a date six (6) months prior to the date of the announcement of the Proposed CIMC Acquisition
on 29 July 2013 and up to the Latest Practicable Date.
2. TERMS OF REFERENCE
ACA has been appointed by the Company to advise the Recommending Directors with respect to
the Proposed Whitewash Resolution in relation to the Proposed Acquisition. We were neither a
party to the negotiations entered into by the Company in relation to the Proposed Acquisition, nor
were we involved in the deliberation leading up to the decision on the part of the directors of the
Company (“Directors”) to enter into the Proposed Acquisition, and we do not, by this Letter or
otherwise, advise or form any judgment on the merits of the transactions contemplated in the
Circular (the “Proposed Transactions”) for the Company and its subsidiaries (the “Group” or
“Pteris Group”) or the possibilities or feasibilities of the completion of the Proposed Acquisition or
the timing on when the Proposed Acquisition can be completed or whether there are alternative
transactions available (inter-alia deleveraging of the Group or search for other target companies or
business or comparisons with an asset disposal plan or liquidation based analysis etc.) or the
Directors or Management (defined later) performance (past or future) or the type or adequacy of
support that the Target Group Companies (defined later) may accord to the Group or the Enlarged
Group (defined later) or the announcement dated 1 April 2014 containing inter-alia the notice of
requisition for extraordinary general meeting (which has been withdrawn as announced by the
Company on 22 April 2014), other than to form an opinion, strictly and solely on the bases set out
herein on whether the Proposed Whitewash Resolution is not prejudicial to the interests of the
Independent Shareholders when considered in the context of the issuance of the CIMC Aggregate
Consideration Shares, the CIMC Additional Shares, the Management Co Aggregate Consideration
Shares and the Management Co Additional Shares.
We have confined our evaluation strictly and solely on the financial terms for the Proposed
Whitewash Resolution and have not taken into account the commercial/financial/legal risks and/or
merits (if any) of or the timing for the transactions contemplated in the Circular including the
structuring or inter-conditionality, of the Proposed Acquisition or the validity of any resolution, or the
future financial performance or position of the Company and the Group subsequent to the
Proposed CIMC Acquisition and the Proposed Management Co Acquisition (where applicable) or
the possibility or probability that the Group can improve their profitability or that the anticipated
benefits from the Proposed Acquisition can be realised (as the case may be) or the ability of the
Group or the Enlarged Group to service its borrowings (both principal and interest payment) when
fall due or called by the lenders or the value of the Group after the redevelopment of any of its
properties or sale of such properties or the prices at which the Shares would trade after the
completion of the Proposed Transactions. In addition, our scope does not require us to perform
any analysis or evaluation of interested party transactions or recurring interested party transaction.
Such evaluation or comment remains the responsibility of the Directors and the management
(“Management”) of the Company or where applicable the directors of Tianda and Techman
(“Target Directors”) and the management of Tianda and Techman (“Target Management”)
although we may draw upon their views or make such comments in respect thereof (to the extent
deemed necessary or appropriate by us) in arriving at our view as set out in this Letter.
In the course of our evaluation, we have held discussions with Directors and Management as well
as Target Directors and Target Management, inter alia, regarding their assessment of the rationale
for the Proposed Whitewash Resolution as well as the Proposed Acquisition and have examined
publicly available information collated by us including the audited or unaudited financial statements
as well as information including material information or developments pertaining to the Company,
the Group, Tianda Group and Techman and its subsidiaries (collectively Techman and its
subsidiaries and the Tianda Group will be termed the “Target Group Companies”) where
applicable (both written and verbal), provided to us by Directors and Management or where
applicable the Target Directors and Target Management and professional advisers of the Company,
including its consultants or advisers or solicitors or auditors. We have not independently verified
such information but have made such enquiries and used our judgement as we deemed necessary
on such information and have found no reason to doubt the reliability of the information.
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Accordingly, we cannot and do not expressly or impliedly represent or warrant, and do not accept
any responsibility for, the accuracy or completeness or adequacy of such information or the
manner it has been classified or presented or the basis of any valuations.
We have relied upon the assurance of Directors and Management that all statements of fact, belief,
opinion and intention made by the Directors and the Management in the Circular as well as their
announcements for the financial results have been reasonably made after due and careful enquiry.
Likewise, we have relied upon the assurance that all statements of fact, belief, opinion and
intention made by the Target Directors and the Target Management have been reasonably made
after due and careful enquiry. Accordingly, no representation or warranty, expressed and implied, is
made and no responsibility is accepted by us concerning the accuracy or completeness or
adequacy of such information or statements of facts or belief or opinion or intention.
Our evaluation is based solely on publicly available information and other information provided by
the Company as well as the economic and market conditions prevailing as at the Latest Practicable
Date, and therefore does not reflect expected financial performance after the financial for the three
months period ended 31 March 2014 (“1Q2014”) for the Company and its subsidiaries and the
financial year (“FY”) ended 31 December 2013 (“FY2013”) for the Tianda Group. Accordingly, we
Company or the Group or the Tianda Group or the Target Group Companies or the enlarged group
comprising Pteris Group and the Target Group Companies (“Enlarged Group”) after the
completion of the transactions stipulated in the Circular. Accordingly, our evaluation and opinion
and recommendation do not and cannot take into account future or prospective performance of the
Company or the Group or the Tianda Group or the Target Group Companies or the Enlarged Group
and neither are we responsible for it. Accordingly, estimates or analysis or evaluation of the merits
of the Company or the Group or the Proposed Whitewash Resolution or the Tianda Group or the
Target Group Companies, if any, in this Letter are necessarily limited and we do not warrant or
represent that it is complete or in entirety.
We have not been provided with the financial statements for the Tianda Group subsequent to
FY2013. The Directors, the Target Directors and the Proposed Directors confirmed that ACA has
not been provided with financial statements for the Tianda Group subsequent to FY2013.
Our opinion in this Letter is based on economic, market, industry, monetary and other conditions (if
applicable) in effect on, and the information provided to us, as of the Latest Practicable Date.
Accordingly, the bases or assumptions and likewise our views or opinion or recommendation may
and do change in the light of these developments which, inter alia, include general as well as
company specific or industry specific conditions or sentiments or factors. Recommending Directors
(as well as Independent Shareholders of the Company who would be receiving the Circular and
this Letter enclosed with the Circular) should note that our evaluation is based solely on publicly
available information and other information provided by the Company, the Directors, the Target
Directors as well as those disclosed in the Circular as well as the economic and market conditions
prevailing as at the Latest Practicable Date, and therefore does not reflect expected financial
performance after the relevant financial year end or financial period for the Company or the Group
or the Tianda Group or the Target Group Companies or developments both macro and company
specific and that these factors do and will necessarily affect the evaluation of the Proposed
Whitewash Resolution and our recommendation or opinion or views. Likewise, this Letter outlines
some of the matters or bases or factors or assumptions which we have used in our assessment
and is a summary. They are by no means exhaustive or a reproduction of all the matters or bases
or factors or assumptions etc. which we have used in our assessment.
The Directors and the Target Directors have jointly and severally accepted full responsibility, as set
out in the Circular, for the truth, accuracy and completeness of the information and representations
as provided by the Directors and the Target Directors and contained therein. The Directors and the
Target Directors have, to their best knowledge, confirmed to ACA that all material information
including but not limited to plans or prospects or proposals or rationale involving the Company or
the Group or the Proposed Whitewash Resolution or the Tianda Group or the Target Group
Companies or the Enlarged Group or the Proposed Acquisition stipulated in the Circular or issue or
changes to its capital structure, available to them and the Management in connection with the
Proposed Whitewash Resolution and the Proposed Acquisition has been disclosed to ACA and
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included in the Circular, that such information is true, complete and accurate in all material
respects and that there is no other information or fact including the expected future performance or
future growth prospects or plans of the Company or the Group or the Tianda Group or the Tianda
Group Companies or the Enlarged Group, the omission of which would result in the facts stated
and the opinions expressed or confirmations given by the Directors and the Target Directors in the
Circular or the IFA letter to be untrue, inaccurate or incomplete in any respect or misleading.
Accordingly, no representation or warranty, expressed or implied, is made and no responsibility is
accepted by ACA concerning the truth, accuracy, completeness or adequacy of such information or
facts.
Our scope does not require us and we have not made any independent evaluation or business
valuation of the Target Group Companies (including without limitation, market or business value or
economic potential) or appraisal of the Target Group Companies’, the Group or the Enlarged Group
and the Group’s or Target Group Companies’ assets and liabilities (including without limitation,
property, plant and equipment) or contracts entered into by the Target Group Companies or the
Group and we have not been furnished with any such evaluation and appraisal in respect of assets
and liabilities (if any) held or contracts entered into by the Target Group Companies or the Group
save for valuation report dated 17 June 2014 in connection with the market valuation of 100%
equity interest in the Tianda Group (the “Valuation Report”) issued by Jones Lang LaSalle
Corporate Appraisal and Advisory Limited (the “Valuer”) and valuation report dated 28 May 2014 in
connection with the market valuation of the Group’s leasehold building at 28 Quality Road,
Singapore 618828 (the “Property Valuation Report”) issued by DTZ Debenham Tie Leung (SEA)
Pte Ltd (the “Independent Property Valuer”). With respect to such valuation, we are not experts in
the evaluation (including without limitation, market or business value or economic potential) or
appraisal of assets and liabilities (including without limitation, property, plant and equipment)
including, inter alia, the contracts or agreements that the Target Group Companies or the Group
has embarked upon or are about to embark upon and have relied on the opinion of the Directors
and the financial statements (audited and unaudited), where applicable for the assessment.
The Directors are of the opinion that the values of the assets and liabilities as well as the financial
performance or condition of the Company and the Group as reflected in the full year audited
financial statements as at 31 December 2013 and the unaudited financial statements as at 31
March 2014 for the Company and the Group are true and fair. The Directors have also confirmed
that to the best of their knowledge, nothing has come to their attention which may render the
audited financial statements for FY2013 and the unaudited financial statements for 1Q2014 to be
false or misleading in any material aspect. In addition, the Directors confirmed that to the best of
their knowledge and belief, such information is true, complete and accurate in all respects and that
there is no other information or fact inter alia the valuation or appraisal of business, assets and
liabilities including, inter alia the contracts or agreements that the Group has embarked upon or are
about to embark upon, the omission of which would render those statements or information
including our views or analysis or opinions or reliance of such statements or information to be
untrue, inaccurate, incomplete or misleading.
Likewise, the Target Directors are of the opinion that the values of the assets and liabilities as well
as the financial performance or condition of the Tianda Group as reflected in the full year audited
financial statements for the Tianda Group as at 31 December 2013 are true and fair. The Target
Directors have also confirmed that to the best of its knowledge, nothing has come to their attention
which may render the audited financial statements for FY2013 to be false or misleading in any
material aspect. In addition, the Target Directors confirmed that to the best of their knowledge and
belief, such information is true, complete and accurate in all respects and that there is no other
information or fact inter alia the valuation or appraisal of business, assets and liabilities including,
inter alia, the contracts or agreements that the Target Group has embarked upon or are about to
embark upon, the omission of which would render those statements or information including our
views or analysis or opinions or reliance of such statements or information to be untrue, inaccurate,
incomplete or misleading. Our views, opinion and recommendations are thus limited and subject to
these matters as well as others mentioned in the Letter.
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The Directors and the Target Directors further confirmed that as at the Latest Practicable Date and
save for matters disclosed in this Letter and the unaudited financial statements for the Group for
1Q2014, the audited financial statements for the Group and for the Tianda Group for FY2013, there
has been no material changes to the Group’s and Tianda Group’s business, assets and liabilities,
financial position, condition and performance.
In the course of our evaluation, we also note that there is an emphasis of matter expressed by the
independent auditors of the Company (“Auditors” or “Independent Auditors”) named in the
annual report of the Company for FY2013 (“AR2013” or “Annual Report 2013”) pertaining to, inter
alia, going concern assumption. The extracts of the emphasis of matter expressed by the
Independent Auditors are set out in Section 7.3.1 of this Letter and can be found in page 82 and
Note 2 to the financial statement of the AR2013. Recommending Directors and Independent
Shareholders should read these sections of AR2013 carefully and in its entirety.
The scope of our appointment does not require us to express, and we do not express, a view or
analysis or opinion on the basis or rationale for determining or negotiating the terms and conditions
for the Proposed Acquisition or the basis of valuation used by parties (including but not limited to
reliance or non-reliance on certain valuation basis or basis) for determining the consideration
payable or the need for or amount of adjustments to the number of Post Consolidation Shares or
the CIMC Additional Shares or the Management Co Additional Shares or such other Post
Consolidation Shares to be issued pursuant to the Proposed Acquisition or the basis or
methodology of any valuations undertaken or future growth prospects of the Company or the
Group or Techman or the Tianda Group or the Target Group Companies or the Enlarged Group
before and after the transactions stipulated in the Circular or the Proposed Whitewash Resolution
or the Proposed Acquisition. We are also not expressing any view herein as to the prices at which
the Shares may trade upon completion or rejection of the Proposed Whitewash Resolution or the
Proposed CIMC Acquisition or the Proposed Management Co Acquisition or the other transactions
or resolutions stipulated in the Circular or voting for or voting against the Proposed Whitewash
Resolution or the Proposed CIMC Acquisition or the Proposed Management Co Acquisition or the
other transactions or resolutions stipulated in the Circular or on the future financial performance of
the Company or the Group or the Tianda Group or the Target Group Companies or the Enlarged
Group or the plans (if any) for each of them.
In rendering our opinion and giving our recommendation, we have not had regard to the general or
specific investment objectives, financial situation, tax position, risk profiles or unique needs and
constraints of any individual Independent Shareholder. As different Independent Shareholders
would have different investment profiles and objectives, we would advise the Recommending
Directors to recommend that any individual Independent Shareholder who may require advice in
the context of his specific investment portfolio, including his investment in the Company, consult his
stockbroker, bank manager, solicitor, accountant, tax adviser or other professional adviser
immediately.
Accordingly, any factor or assumption or basis as well as the relative emphasis on any matter set
out in this Letter or the Proposed CIMC Acquisition or the Proposed Management Co Acquisition or
the Proposed Whitewash Resolution or the Company or the Group or the Tianda Group or the
Target Group Companies or the Shares or the CIMC Aggregate Consideration Shares or the
Management Co Aggregate Consideration Shares which we used or may have used may differ
from the relative emphasis accorded by any individual Independent Shareholder or Director or
Recommending Director, and as such the Recommending Directors are advised to highlight to
Independent Shareholders as well as note for themselves that any reliance on our opinion or view
or assessment, is subject to the contents of this Letter in its entirety. In addition, ACA will not be
responsible or required to provide an updated assessment or opinion or views of the Proposed
Whitewash Resolution or its recommendation, following the date of the issue of this Letter.
Accordingly, our Letter or opinion or views or recommendation should not be used or relied by
anyone for any other purposes and should only be used by the Recommending Directors, subject
to our terms of reference and the contents of this Letter as one of the basis for their opinion or
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views or recommendation. In addition, any references to our Letter or opinion or views or

recommendation, should not be made except with our prior consent in writing and even if made
with our prior consent in writing, shall be subject to the contents of this Letter in its entirety inter
alia the matters, conditions, assumptions, limitations, factors and bases as well as our terms of
reference for this Letter.
3. THE PROPOSED CIMC ACQUISITION

3.1 The CIMC Consideration
Information on the CIMC Consideration is set out in Section 3.1 of the Circular. We recommend
that the Recommending Directors advise the Independent Shareholders to read those pages of the
Circular carefully in entirety, including but not limited to all relevant definitions set out in the
Definition pages of the Circular.
3.2 Issue of the CIMC Additional Shares

Group’s net asset value as at 31 December 2013 shall not be less than S$50 million, CIMC
Additional Shares shall be allotted and issued by the Purchaser to the Vendor (or its nominee) for
nil consideration on the CIMC Completion Date.
Subject to and in consideration of the allotment and issuance of the CIMC Additional Shares in
accordance with the terms of the CIMC Supplemental Deed, CIMC-HK agreed that (i) it shall
irrevocably release and discharge the Purchaser from all liabilities arising from or in connection
with the Initial Warranty not being true and accurate in all material respects and (ii) it shall not have
any further claim against the Purchaser arising from or in connection with the Initial Warranty not
being true and accurate in all material respects; and CIMC-HK irrevocably agreed that the
allotment and issuance of the CIMC Additional Shares from the Purchaser to CIMC-HK in
accordance with the terms of the CIMC Supplemental Deed shall be a full and final settlement in
respect of the outstanding liabilities arising from or in connection with the Initial Warranty not being
true and accurate in all material respects, and all claims and rights that CIMC-HK has or may have
against the Purchaser arising from or in connection with the Initial Warranty not being true and
accurate in all material respects. For the avoidance of doubt, the allotment and issuance of the
CIMC Additional Shares shall not constitute satisfaction of any part of the CIMC Consideration.
3.3 Conditions Precedent and other salient terms of the CIMC SPA
The salient terms and conditions of the CIMC SPA can be found in Sections 3.3 to 3.6 of the
Circular. The conditions have been extracted from the Circular and are set out in italics below. We
recommend that Independent Shareholders read those pages of the Circular carefully. Unless
otherwise defined or the context otherwise requires, all terms defined in the Circular shall have the
same meaning herein.
“3.3 Conditions Precedent to the Proposed CIMC Acquisition

The Proposed CIMC Acquisition is subject to, inter alia, the following:
(a) approval by the Shareholders at the EGM of, inter alia:
(i) the Proposed CIMC Acquisition;
(ii) the Proposed Share Consolidation;
(iii) the Proposed Whitewash Resolution;
(iv) the allotment and issuance of the CIMC Consideration Shares;
(v) the allotment and issuance of the CIMC Additional Shares;
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(vi) the allotment and issuance of the CIMC Deferred Consideration Shares;
(vii) the allotment and issuance of the CIMC Crisplant Shares;
(viii) the allotment and issuance of the CIMC Prolongation Claims Shares;
(ix) the allotment and issuance of the AM Conversion Shares;
(x) the allotment and issuance of the Canaccord Shares;
(xi) the proposed appointment of the Proposed Director to the Post-Completion

Board; and
(xii) the Proposed Listing Transfer;
(b) the Company receiving the Valuation Report from the Valuer that will report on the
valuation of the Tianda Group and the valuation of the Tianda Group set out therein
not being lower than S$137.576 million;
(c) the approval of the SGX-ST for the Proposed CIMC Acquisition, the Proposed
Management Co Acquisition (if applicable) and the Proposed Share Consolidation
having been obtained where necessary and such approval not having been withdrawn
or revoked as at the CIMC Completion Date, and if such approval is subject to any
condition or restriction imposed by the SGX-ST, such condition and restriction being
reasonably acceptable to CIMC-HK and the Company, provided that the Company
shall provide CIMC-HK with all copies of the correspondence with the SGX-ST in
respect of the application for such approval;
(d) the listing and quotation notice being received and not having been withdrawn from
the SGX-ST for the admission of the Company to the Catalist, and the dealing in,
listing of and quotation for the CIMC Consideration Shares, the CIMC Additional
Shares, the CIMC Deferred Consideration Shares, the CIMC Crisplant Shares, the
CIMC Prolongation Claims Shares, such Shares to be allotted and issued pursuant to
the Proposed Management Co Acquisition (if applicable), the AM Conversion Shares
and the Canaccord Shares on the Catalist and where such listing and quotation notice
is obtained subject to any conditions, such conditions being reasonably acceptable to
CIMC-HK;
(e) the completion of the Tianda Restructuring;
(f) the SIC having granted the Whitewash Waiver; and
(g) the fulfilment and satisfaction of, inter alia, all necessary requirements under the
Listing Manual, the Catalist Rules (as applicable) and all necessary consents,
approvals and waivers (if any) being granted (whether in Singapore, the PRC, HKSAR
and any other applicable jurisdiction) by third parties or governmental or regulatory
bodies or competent authorities having jurisdiction over the acquisition of the CIMC
Sale Shares or the transactions contemplated under the CIMC SPA (including without
limitation, the consent or approval of the SGX-ST (as applicable) in respect of this
Circular and where any such consent or approval is subject to any conditions, such
conditions being reasonably acceptable to the party on which they are imposed; and if
such conditions being fulfilled before the CIMC Completion Date, such consents or
approvals not being revoked or repealed on or before the CIMC Completion Date.
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If any of the conditions precedent is not fulfilled or is waived by mutual consent of the
Company and CIMC-HK by 31 August 2014 or such further date as CIMC-HK and the
Company may agree in writing, the party not in default may terminate the CIMC SPA and
save for certain clauses which relate to, among others, confidentiality, the CIMC SPA shall
lapse and cease to have effect.
As at the Latest Practicable Date, conditions precedent to the Proposed CIMC Acquisition
set out in (b) and (f) above have been fulfilled.
For the avoidance of doubt, the CIMC Completion under the CIMC SPA is not
conditional upon the Management Co Completion.
3.4 The CIMC Completion

Subject to the above-mentioned conditions precedent of the Proposed CIMC Acquisition
being fulfilled or waived, the CIMC Completion shall take place as soon as reasonably
practicable but in any event no later than one (1) month from the fulfilment or waiver of all
the conditions precedent set out in the CIMC SPA (other than those conditions specifically
waived by mutual consent of the Company and CIMC-HK) or such other date as the
Company and CIMC-HK may agree in writing.
3.5 Other Salient Terms of the CIMC SPA

3.5.1 The Company and CIMC-HK agree that notwithstanding the CIMC Completion:
(a) the existing share options which have been validly granted to employees of the
Company in accordance with the rules of the Scheme shall remain valid and
exercisable in accordance with the rules of the Scheme and any new Shares allotted
and issued pursuant to the valid exercise of such options shall rank pari passu with
the Post-Consolidation Shares; and
(b) any Shares to be allotted and issued to the key employees (to be identified) pursuant
to the post-CIMC Completion management retention and integration plan stated in
Section 3.5.2 below shall rank pari passu with the Post-Consolidation Shares.
3.5.2 The Company and CIMC-HK further undertake that, upon the signing of the CIMC SPA, they
will enter into good faith discussions in relation to the post-CIMC Completion management
retention and integration plan in relation to key employees (to be identified) in the Enlarged
Group, whereby such management retention and integration plan shall include, but shall not
be limited to, incentives to be provided to such key employees, whether by way of Shares
and/or cash. As at the Latest Practicable Date, CIMC-HK and the Company are still
negotiating the terms of the aforementioned retention and integration plan and the Company
will make the relevant announcement(s) and/or obtain approval(s) in due course, as may be
necessary pursuant to the Catalist Rules.
3.5.3 Under the CIMC SPA, the Company and CIMC-HK have given to each other certain
customary representations and warranties relating to the Pteris Group and the Target Group
Companies, and the conduct of the business of the Target Group Companies during the
period between the execution of the CIMC SPA and the CIMC Completion Date. If before the
CIMC Completion Date, there is any material breach of the representations, warranties
and/or undertakings contained in the CIMC SPA and such breach is not capable of remedy,
or if capable of remedy is not remedied to the reasonable satisfaction of the non-defaulting
party within 21 calendar days of the receipt of a written notice from the non-defaulting party,
the non-defaulting party shall be entitled to terminate the CIMC SPA by giving notice at any
time prior to the CIMC Completion Date.
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3.6 Appointment of the Proposed Director to the Post-Completion Board

On the CIMC Completion Date and subject to Shareholders’ approval at the EGM, it is
proposed that Mr. Li Yinhui (who is currently the non-executive chairman and legal
representative of Tianda) be appointed to the Post-Completion Board as the Non-Executive
Chairman of the Post-Completion Board. Further information on Mr. Li Yinhui is set out in
Section 18.5.1 entitled “Board of Directors” of this Circular.”
4. THE PROPOSED MANAGEMENT CO ACQUISITION

4.1 The Management Co Consideration
Information on the Management Co Consideration has been set out in Section 4.1 of the Circular.
We recommend that the Recommending Directors advise the Independent Shareholders to read
those pages of the Circular carefully in entirety, including not limited to all relevant definitions set
out in the Definition pages of the Circular.
4.2 Issue of the Management Co Additional Shares

Group’s net asset value as at 31 December 2013 shall not be less than S$50 million, Management
Co Additional Shares shall be allotted and issued by the Purchaser to the Management Co for nil
consideration on the Management Co Completion Date.
Subject to and in consideration of the allotment and issuance of the Management Co Additional
Shares in accordance with the terms of the Management Co Share Issuance Agreement
Supplemental Deed, the Management Co agreed that (i) it shall irrevocably release and discharge
the Purchaser from all liabilities arising from or in connection with the Initial Warranty not being true
and accurate in all material respects and (ii) it shall not have any further claim against the
Purchaser arising from or in connection with the Initial Warranty not being true and accurate in all
material respects; and the Management Co irrevocably agreed that the allotment and issuance of
the Management Co Additional Shares from the Purchaser to the Management Co in accordance
with the terms of the Management Co Share Issuance Agreement Supplemental Deed shall be a
full and final settlement in respect of the outstanding liabilities arising from or in connection with the
Initial Warranty not being true and accurate in all material respects, and all claims and rights that
the Management Co has or may have against the Purchaser arising from or in connection with the
Initial Warranty not being true and accurate in all material respects. For the avoidance of doubt, the
allotment and issuance of the Management Co Additional Shares shall not constitute satisfaction of
any part of the Management Co Consideration.
4.3 Conditions Precedent and other salient terms of the Management Co SPA
The salient terms and conditions of the Management Co SPA can be found in Sections 4.3 to 4.5
of the Circular. The conditions have been extracted from the Circular and are set out in italics
below. We recommend that Independent Shareholders read those pages of the Circular carefully.
Unless otherwise defined or the context otherwise requires, all terms defined in the Circular shall
have the same meaning herein.
“4.3 Conditions Precedent to the Proposed Management Co Acquisition

The Proposed Management Co Acquisition is subject to, inter alia, the fulfilment and
satisfaction of the following:
(a) the satisfaction (or waiver) of the conditions precedent set out in the CIMC SPA and
the completion of the sale and purchase of all the ordinary shares in the capital of
Techman under the CIMC SPA at the same time as or prior to the Management Co
Completion;
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(b) approval by the Shareholders at the EGM of, inter alia:
(i) the Proposed Management Co Acquisition;
(ii) the allotment and issuance of the Management Co Consideration Shares;
(iii) the allotment and issuance of the Management Co Additional Shares;
(iv) the allotment and issuance of the Management Co Deferred Consideration

Shares (being the Management Co Deferred Consideration Tranche 1 Shares
and the Management Co Deferred Consideration Tranche 2 Shares,
collectively);
(v) the allotment and issuance of the Management Co Crisplant Shares; and
(vi) the allotment and issuance of the Management Co Prolongation Claims Shares;
(c) the approval of the SGX-ST for the Proposed Management Co Acquisition having
been obtained where necessary and such approval not having been withdrawn or
revoked as at the Management Co Completion Date, and if such approval is subject to
any condition or restriction imposed by the SGX-ST, such condition and restriction
being reasonably acceptable to the Management Co and the Company, provided that
the Company shall provide the Management Co with all copies of the correspondence
with the SGX-ST in respect of the application for such approval;
(d) the listing and quotation notice being received and not having been withdrawn from
the SGX-ST for the admission of the Company to the Catalist, and the dealing in,
listing of and quotation for the Management Co Consideration Shares, the
Management Co Additional Shares, the Management Co Deferred Consideration
Shares, the Management Co Crisplant Shares and the Management Co Prolongation
Claims Shares on the Catalist and where such listing and quotation notice is obtained
subject to any conditions, such conditions being reasonably acceptable to the
Management Co; and
(e) all necessary requirements under the Listing Manual, the Catalist Rules (as
applicable) and all necessary consents, approvals and waivers (if any) being granted
(whether in Singapore, the PRC and any other applicable jurisdiction) by third parties
or governmental or regulatory bodies or competent authorities having jurisdiction over
the acquisition of the 30% Equity Interests (including, but not limited to, the
Management Co, Tianda and/or CIMC-HK obtaining such PRC government approvals
and registrations as set out in the Share Issuance Agreement that the Management
Co, Tianda and/or CIMC-HK (as the case may be), shall be required under the
relevant PRC laws to obtain so as to carry out and consummate the contemplated
transactions under the Management Co Agreements, and to ensure that the Company
prior to or on the Management Co Completion Date is registered as the owner of the
30% Equity Interests in the relevant PRC statutory register) or the transactions
contemplated under the Management Co Agreements (including without limitation, the
consent or approval of the SGX-ST (as applicable) in respect of the circular prepared
in relation to the matters referred to Section 4.3(b) above and/or such other matters
and where any such consent or approval is subject to any conditions, such conditions
being reasonably acceptable to the party on which they are imposed; and if such
conditions being fulfilled before the Management Co Completion Date, such consents
or approvals not being revoked or repealed on or before the Management Co
Completion Date.
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(f) If any of the conditions precedent is not fulfilled or is waived by mutual consent of the
Company and the Management Co by 31 August 2014 or such other date as the
Company and the Management Co may agree in writing, the party not in default may
terminate the Share Issuance Agreement and save for certain clauses which relate to,
among others, confidentiality, the Share Issuance Agreement shall lapse and cease to
have effect.
As at the Latest Practicable Date, the conditions precedent to the Proposed Management Co
Acquisition set out above have not been fulfilled.
Shareholders should note that the Management Co Completion under the

Completion and the receipt of the relevant PRC governmental approvals and
registrations under the relevant PRC laws. Accordingly, if the CIMC Completion does
not take place and/or such aforementioned relevant PRC governmental approvals and
registrations under the relevant PRC laws are not obtained and/or fulfilled, the
Management Co Completion will also not take place.
4.4 The Management Co Completion

Subject to, inter alia, the above-mentioned conditions precedent of the Proposed
Management Co Acquisition being fulfilled or waived, the Management Co Completion shall
take place as soon as reasonably practicable but in any event no later than one (1) month
from the fulfilment or waiver of all the conditions precedent set out in the Management Co
Share Issuance Agreement (other than those conditions specifically waived by mutual
consent of the Company and the Management Co) or such other date as the Company and
the Management Co may agree in writing.
4.5 Other Salient Terms of the Management Co Agreements

4.5.1 The Management Co agrees that it will obtain all necessary registrations and approvals and
comply with and/or observe all other formalities required under PRC laws (for the time being
in force) in order to receive the aforementioned Post-Consolidation Shares.
4.5.2 In the event that as a result of the Management Co’s default: (a) the Company is unable to
obtain and/or complete the share transfer and the Company is unable to be registered as the
legal owner of the 30% Equity Interests; and/or (b) the purpose of the Management Co SPA
is materially and/or substantially unable to be fulfilled, the Management Co shall be in
breach of the Management Co SPA and bear all responsibilities thereto.
4.5.3 Neither the Management Co nor the Company shall be in breach of the Management Co
SPA if the Management Co SPA is rendered ineffective or completion of the various parties’
obligations thereto is not possible as a result of the relevant approving authorities not giving
their approval for the Proposed Management Co Acquisition.
4.5.4 In the event that the Company is unable to allot and issue the aforementioned Post-
Consolidation Shares within the stipulated timeframe which results in the Management Co
suffering loss, the Company shall be in breach of the Management Co SPA and bear all
responsibilities thereto.
4.5.5 Under the Management Co Share Issuance Agreement, the Company and the Management
Co have given to each other certain customary representations and warranties relating to the
Pteris Group and the Tianda Group, and the conduct of the business of the Tianda Group
during the period between the execution of the Management Co Share Issuance Agreement
and the Management Co Completion Date. If before the Management Co Completion Date,
there is any material breach of the representations, warranties and/or undertakings in the
Management Co Share Issuance Agreement and such breach is not capable of remedy, or if
capable of remedy is not remedied to the reasonable satisfaction of the non-defaulting party
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within 21 calendar days of the receipt of a written notice from the non-defaulting party, the
non-defaulting party shall be entitled to terminate the Management Co Share Issuance
Agreement by giving notice at any time prior to the Management Co Completion Date.”
5. THE PROPOSED ALLOTMENT AND ISSUANCE OF THE AM CONVERSION SHARES

We note from Section 7 of the Circular that as at the date of the CIMC SPA, CIMC-HK has
advanced and paid the advanced monies of approximately S$1.2 million on an interest free basis
(“Advanced Monies”) to the Company for the Company to pay, inter alia, professionals and other
advisers in relation to the Proposed CIMC Acquisition. For the avoidance of doubt, the Advanced
Monies shall not form part of the CIMC Consideration.
The Company has undertaken to keep the Advanced Monies in a bank account which is separate
from the Company’s operating bank account(s). The Company will further provide written notice to
such representatives of CIMC-HK as they may nominate, in connection with the release of any
Advanced Monies.
The Company and CIMC-HK have further agreed that:-
(a) on the CIMC Completion Date, the Advanced Monies shall be converted into such integer
number of Post-Consolidation Shares which is equivalent to 9,230,769 Pre-Consolidation
Shares subject to adjustments for Capital Changes (if any) and (rounded down to the
nearest whole number) to be allotted and issued by the Company to CIMC-HK (or its
nominees) at the Issue Price pursuant to a conversion of the Advanced Monies (the “AM
Conversion Shares”); and
(b) upon the conversion of the Advanced Monies into the AM Conversion Shares, the Advanced
Monies (and any accrued interest, share of revenue or other benefit thereto, whether arising
out of the deposit of the Advanced Monies with a bank or financial institution or otherwise)
shall:
(i) be deemed to be repaid in full by the Company; and
(ii) the Company shall have no further obligation, liability or responsibility in respect of the
Advanced Monies (and any accrued interest, share of revenue or other benefit thereto,
whether arising out of the deposit of the Advanced Monies with a bank or financial
institution or otherwise) to CIMC-HK.
(c) In the event the Proposed CIMC Acquisition is unsuccessful for any reason, including but not
limited to conditions precedent not being fulfilled or Shareholders’ approval not being
obtained for, inter alia, the Proposed CIMC Acquisition, CIMC-HK shall release and
discharge the Company from its liabilities and obligations arising directly in connection with
the repayment of the Advanced Monies (and any accrued interest thereto).
6. INFORMATION ON THE VENDORS, THE TARGET COMPANY AND THE TIANDA GROUP
Information on the Vendors, the Target Company, the Tianda Group and the Target Group
Companies is set out in Section 2 of the Circular. We recommend that Independent Shareholders
read those pages of the Circular carefully.
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7. EVALUATION OF THE PROPOSED WHITEWASH RESOLUTION

For the purposes of evaluating the financial terms of Proposed Whitewash Resolution, we have
taken into account the following pertinent factors as well as others as set out in this Letter, which
we consider as having a significant bearing on our assessment:
(i) Analysis of the CIMC Consideration and the Management Co Consideration;
(ii) Rationale for the Proposed Acquisition;
(iii) Financial performance and position of the Group and the Tianda Group;
(iv) Net Assets Value (“NAV”) and Net tangible assets (“NTA”) of the Group and the Tianda
Group;
(v) Market quotation and trading activity of the Shares;
(vi) Relative valuation analysis;
(vii) Market value of the Tianda Group;
(viii) Comparison with precedent reverse takeover transactions;
(ix) Proforma financial effects; and
(x) Other considerations which have significant bearing on our assessment.
These factors are discussed in greater detail in the ensuing sections.
In our assessment of the CIMC Consideration, the Management Co Consideration, the Issue Price,
and the Proposed Whitewash Resolution, we have applied certain valuation ratios in assessing its
reasonableness. A brief description of such valuation ratios are as follows:-
(i) EV/EBITDA “EV” or “Enterprise Value” is defined as the sum of a

company’s market capitalisation, preferred equity, minority
interests, short term and long term debts less its cash
and cash equivalents. “EBITDA” stands for earnings
before interest (including bank charges), tax, depreciation
and amortisation but after share of associates’ and joint
ventures’ income but excluding exceptional items.
The “EV/EBITDA” multiple is an earnings-based valuation

methodology that does not take into account the capital
structure of a company as well as its interest, taxation,
depreciation and amortisation charges. Therefore, it
serves as an illustrative indicator of the current market
valuation of the business of a company relative to its pre-
tax operating cash flow and performance.
(ii) Price-to-Earnings (“PER”) The PER is a widely used earnings-based valuation

methodology that illustrates the ratio of the current market
price of a company’s shares relative to its net earnings
per share. Unlike the EV/EBITDA multiple, the PER is
based on the net earnings attributable to shareholders
after interest, taxation, depreciation and amortisation
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expenses. As such, the PER is affected by the capital

structure of a company, tax position as well as its
depreciation and goodwill policies.
(iii) Price-to-NTA (“P/NTA”) The P/NTA ratio is the ratio of the relevant prices of the
shares to the net tangible asset value of the relevant
companies. It is an asset-based valuation methodology
that illustrates the ratio of the current market valuation of
a company relative to its asset backing as measured in
terms of its NTA value. The NTA of a company provides
an estimate of its value assuming a hypothetical sale of
all its tangible assets, the proceeds of which are first
used to repay the liabilities and obligations of that
company with the balance available for distribution to its
shareholders. The NTA-based approach is widely used for
valuing the shares of property-based companies as their
tangible asset backings are perceived as providing
support for the value of their shares.
(iv) Price-to-NAV (“P/NAV”) The P/NAV ratio is the ratio of the relevant prices of the
shares to the net asset value of the relevant companies. It
is an asset based valuation methodology that illustrates
the ratio of the current market valuation of a company
relative to its tangible and intangible asset backing as
measured in terms of its NAV value.
The NAV of a company provides an estimate of its value

assuming a hypothetical sale of all its tangible and
intangible assets, the proceeds of which are first used to
repay the liabilities and obligations of that company with
the balance available for distribution to its shareholders.
In assessing the financial terms of the Proposed Whitewash Resolution, we have taken into
account the following pertinent factors (as well as others in this Letter), which we consider will have
a significant bearing on our assessment.
7.1 Analysis of the CIMC Consideration and the Management Co Consideration

Background of the Proposed Acquisition
The following background is based on representations and confirmations to us and the
Recommending Director from the Group, the Company, the Target Group Companies, Tianda
Group, Tianda, Directors, Management, Target Directors and Target Management and are
presented here for an understanding of how the terms of the transaction was arrived at and agreed
by the parties. The section in italics may not and do not represent our opinions or analysis or
views.
On 28 August 2012, the Company entered into a private placement agreement (the “Placement
Agreement”) with SVHL, which is an indirect wholly owned subsidiary of CIMC. SVHL agreed to
subscribe (the “Placement”) for a total of 82,220,000 new ordinary Shares (the “Placement
Shares”) at S$0.13 per Placement Share (the “Placement Price”). The Placement Price
represented a premium of approximately 14.8% over the weighted average price of the Shares of
approximately S$0.1132 and a premium of approximately 11.1% of the last transacted price for the
Shares respectively for the full market day on 28 August 2012, being the full market day on which
the Placement Agreement was signed. The Company raised gross proceeds of approximately
S$10.7 million from the Placement, and we note from the AR2012 that proceeds from the
Placement has been fully utilized for working capital.
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Subsequently, on 6 February 2013, the Company, CIMC-HK and the Management Co entered into
the MOU in connection with the Proposed Acquisition. Pursuant to the terms of the MOU, we
understand that the parties intended that the consideration would represent 9.5 times of the PATMI
for the Tianda Group for FY2012, which will be satisfied by issuance and allotment of such number
of Post-Consolidation Shares at the Pre-Consolidation Issue Price of S$0.13. We understand from
the discussion with the Directors, Management, Target Management and Target Directors that this
consideration (equivalent to about 9.5 times of the Tianda Group’s PATMI for FY2012) is meant to
form the basis for the base consideration scenario and as agreed by the parties considering, inter
alia, CIMC’s PER ratio during the negotiation period, the Pre-Consolidation Issue Price was agreed
after taking into account, inter alia, the Placement Price and the then market value of the Group’s
leasehold building. For illustrative purpose only, CIMC’s valuation (or the valuation of the Target
Group Companies ultimate parent company) in terms of PER as implied by the last transacted
price on the Latest Practicable Date is 14.6 times, which is higher than the ascribed PER of 9.5
times for Tianda under the MOU.
The CIMC SPA and the Management Co SPA were executed on 29 July 2013 and 28 November
2013 respectively. The CIMC Consideration for the Proposed CIMC Acquisition is S$96.3032
million (being the equivalent of RMB486.331 million at the Exchange Rate). This was arrived at
after negotiations, based on a willing-buyer, willing-seller basis, taking into account, inter alia, and
the audited profit after tax and minority interests of the Tianda Group for FY2012, the management
experience, track record and the business prospects of the Tianda Group, and expected synergies
between the Pteris Group and the Tianda Group. The CIMC Consideration will be satisfied in full by
the allotment and issuance of the CIMC Aggregate Consideration Shares to CIMC-HK (or its
nominees) at the Issue Price. The Management Co Consideration for the Proposed Management
Co Acquisition is S$41.2728 million (being the equivalent of approximately RMB208.4276 million at
the Exchange Rate). The Management Co Consideration was arrived at on the same basis as the
CIMC Consideration. The Management Co Consideration will be satisfied in full by the allotment
and issuance of the Management Co Aggregate Consideration Shares to the Management Co at
the Issue Price.
The Pre-Consolidation Issue Price represents a 1.1% discount to the weighted average price of the
Shares of S$0.1315 as of 29 July 2013, being the full Market Day preceding the signing of the
CIMC SPA, and 1.1% discount to the weighted average price of the Company’s Shares of
S$0.1315 for the period of one (1) month preceding the signing of the CIMC SPA.
The Directors, the Management and the Target Directors have represented to us the following:-
(i) The Pre-Consolidation Issue Price of S$0.13 was arrived taking into account, inter alia, the
Placement Price, the market valuation of the Group’s leasehold building, the uncertainties of
the outcome of the Crisplant Arbitration and the Prolongation Claims, as well as the Initial
Warranty.
(ii) The uncertainties as to whether the Company will be successful in its ability to recover
monies in relation to the Crisplant Arbitration and the Prolongation Claims as well as the
timing for such recoveries if any. Given such uncertainties, CIMC-HK, the Management Co
and the Company have agreed that if the Company is successful in its claims and is able to
receive a net positive amount from the Crisplant Arbitration and the Prolongation Claims
above the respective Book Value, then given that the Company becomes more “valuable”,
fewer shares will be issued to CIMC-HK and the Management Co. Conversely, if the
Company is not successful in its claims and suffers a net loss from the Crisplant Arbitration
and the Prolongation Claims as compared to the respective Book Value, then given that the
Company becomes less “valuable”, more shares will be issued to CIMC-HK and the
Management Co.
(iii) From the aggregate CIMC Consideration and the Management Co Consideration of
approximately S$137.6 million (being the base consideration scenario which is equivalent to
approximately 9.5 times of the Tianda Group’s PATMI for FY2012), the parties agreed to
apportion: (a) approximately S$10.0 million for CIMC Crisplant Arbitration Amount and the
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Management Co Crisplant Arbitration Amount and (b) approximately S$3.6 million for CIMC
Prolongation Claims Payment Amount and Management Co Prolongation Claims Payment
Amount. The parties have also agreed to incorporate certain upward and downward
adjustment mechanism in relation to the CIMC Crisplant Shares, the Management Co
Crisplant Shares, the CIMC Prolongation Claims Shares and the Management Co
Prolongation Claims Shares as described in Section 3 and 4 of the Circular. Lastly, the
parties have agreed that the completion date for the CIMC Crisplant Shares and
Management Co Crisplant Shares shall be: (a) the CIMC Completion Date (in the event that
the date of the arbitral award or settlement of the Crisplant Arbitration (“Arbitral Conclusion
Date”) falls on such date before the CIMC Completion Date); (b) the earlier of ninety (90)
days from the Arbitral Conclusion Date or the Fifth Anniversary Date; or (c) such other date
as the parties may agree to in writing. Meanwhile, the parties have agreed that the
completion date for the CIMC Prolongation Claims Shares and Management Co
Prolongation Claims Shares shall be: a) the CIMC Completion Date (in the event that the
Prolongation Claims Conclusion Date falls on such date before the CIMC Completion Date);
(b) the earlier of the Prolongation Claims Conclusion Date or ninety (90) days from the Third
Anniversary Date; or (c) such other date as the parties may agree to in writing
(iv) Whilst the Company had provided an undertaking stating, inter alia, that the Group’s NAV as
at 31 December 2013 shall not be less than S$50 million, on the other hand, the Vendors
have also provided warranty that the issuance of the Tianda Dividend will not result in the net
asset value of the Tianda Group being lower than RMB360 million as at 31 December 2013
(which based on the audited financial statement of the Tianda Group as at 31 December
2013, the said warranty, we noted has been met).
(v) In the event that the total consideration for the Proposed Acquisition comprises only CIMC
Consideration Shares Amount and the Management Co Consideration Shares Amount
(approximately S$100 million in aggregate), the Tianda Group is valued at PER of
approximately 6.9 times (based on its FY2012 earnings).
(vi) Whilst there is no profit warranty or guarantee with respect to the future performance of the
Target Group Companies or the Tianda Group, the CIMC Consideration and Management
Co Consideration include, inter alia, the CIMC Deferred Consideration Tranche 2 Shares and
the Management Co Deferred Consideration Tranche 2 Shares whose issuance is subject to
Tianda Group’s financial performance for FY2014 and FY2015.The parties have agreed that
the completion date for CIMC Deferred Consideration Tranche 2 Shares and the
Management Co Deferred Consideration Tranche 2 Shares shall be not later than ninety (90)
days after CIMC Deferred Consideration Tranche 2 Shares Calculation Date (being, as soon
as reasonably practicable, but in any event not later than thirty (30) days after the date of
signoff of the auditors of the Target Group Companies’ audited accounts for FY2015).
In view of the above, the CIMC Consideration was apportioned in the following manner:
(a) CIMC Consideration Shares Amount An aggregate amount of S$70.000 million

(being the equivalent of approximately
RMB353.500 million at the Exchange Rate)
(b) CIMC Deferred Consideration Tranche An amount of S$1.750 million (being the
1 Shares Amount equivalent of approximately RMB8.8375
million at the Exchange Rate)
(c) CIMC Deferred Consideration Tranche An amount of S$15.050 million (being the
2 Shares Amount equivalent of approximately RMB76.0025
million at the Exchange Rate
(d) CIMC Crisplant Arbitration Amount An aggregate amount of S$7.000 million

(being the equivalent of approximately
A-21
(e) CIMC Prolongation Claims Payment An amount of S$2.5032 million (being the
Amount equivalent of approximately RMB12.641
The Management Co Consideration shall be apportioned in the following manner:
(a) Management Co Consideration Shares An aggregate amount of S$30.000 million

Amount (being the equivalent of approximately
(b) Management Co Deferred Consideration An amount of S$0.750 million (being the

Tranche 1 Shares Amount equivalent of approximately RMB3.7875
(c) Management Co Deferred Consideration An amount of S$6.450 million (being the

Tranche 2 Shares Amount equivalent of approximately RMB32.5725
million at the Exchange Rate
(d) Management Co Crisplant Arbitration An aggregate amount of S$3.000 million

Amount (being the equivalent of approximately
(e) Management Co Prolongation Claims An amount of S$1.0728 million (being the

Payment Amount equivalent of approximately RMB5.4176
The adjustment mechanism in relation to the CIMC Crisplant Shares, the Management Co
Crisplant Shares, the CIMC Prolongation Claims Shares and the Management Co Prolongation
Claims Shares are set out in Section 3 and 4 of the Circular. Recommending Directors should
advise Independent Shareholders to read those sections of the Circular carefully and in its entirety.
As the Group was unable to fulfil the Initial Warranty, being, inter alia, the net asset value of the
Group not being less than S$50 million, the Company will be issuing for nil consideration the CIMC
Additional Shares and Management Co Additional Shares to CIMC-HK (or its nominees) and the
Management Co (or its nominees) respectively (pursuant to the CIMC Supplemental Deed and the
Management Co Share Issuance Agreement Supplemental Deed). The Directors and the Target
Directors represented that the CIMC Additional Shares and the Management Co Additional Shares
are meant to compensate the Vendors for higher than expected losses of the Group in FY2013 and
was arrived based on, inter alia, proportional reduction of the Group’s NAV and an agreed resultant
shareholding of the Vendors in the Company upon completion of the Proposed Acquisition. It is
further noted that the Group’s NAV has declined from approximately S$84.3 million in FY2011 to
approximately S$65.3 million in FY2012 and S$35.5 million in FY2013, whilst the Tianda Group’s
NAV increased from approximately RMB295.5 million in FY2011 to approximately RMB376.2
million in FY2012 and RMB388.9 million in FY2013.
We note from a letter from CIMC-HK dated 18 April 2014 and announced on SGX-ST by the
Company on the same date that CIMC-HK will not take part in any further negotiations to change
the terms of the agreements.
Independent Shareholders should note that the issuance of the CIMC Additional Shares and the
Management Co Additional Shares as well as the adjustment mechanism in relation to the CIMC
Crisplant Shares, the Management Co Crisplant Shares, the CIMC Prolongation Claims Shares
and the Management Co Prolongation Claims Shares were arrived at after negotiations, based on
a willing-buyer, willing-seller basis, and that it is not uncommon that the sellers and buyers would
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have different perceptions of, inter alia, valuation or fair value, book value and recovery amount of
claims.
We were neither a party to the negotiations entered into by the Company and the Vendors in
relation to the Proposed Acquisition, nor were we involved in the deliberation leading up to the
decision on the part of the Directors to enter into the Proposed Acquisition. Our scope does not
require us to comment and we did not express any comment on the negotiations entered into by
the Company and the Vendors.
Our analysis of the CIMC Consideration and the Management Co Consideration

Whilst we note the background as provided by the parties, our evaluation and analysis are based
the final terms and conditions for the Proposed Acquisition and Proposed Whitewash Resolution in
its totality. In evaluating the financial terms of the Proposed Whitewash Resolution and the
Proposed Acquisition, we have considered three scenarios namely Minimum Consideration
Scenario, Base Consideration Scenario and Maximum Consideration Scenario and the
consideration payable for each of them, termed the Minimum Consideration, Base Consideration
and Maximum Consideration respectively. The three scenarios are illustrated in the table below.
Amount (S$) Equivalent No. of Pre-Consolidation Shares (1)

Minimum Base Maximum Minimum Base Maximum
Consideration Consideration Consideration Consideration Consideration Consideration
Scenario Scenario Scenario Scenario Scenario Scenario
The Proposed Minimum Base Maximum

CIMC Acquisition Consideration Consideration Consideration
CIMC Consideration
Shares Amount 70,000,000 70,000,000 70,000,000 538,461,538 538,461,538 538,461,538
CIMC Deferred
Consideration
Tranche 1 Shares
Amount 1,750,000 1,750,000 1,750,000 13,461,538 13,461,538 13,461,538
CIMC Deferred
Consideration
Tranche 2 Shares
Amount – 15,050,000 15,050,000 – 115,769,230 115,769,230
CIMC Crisplant
Arbitration Amount – 7,000,000 14,000,000 – 53,846,153 107,692,306
CIMC Prolongation
Claims Payment
Amount – 2,503,200 5,006,400 – 19,255,384 38,510,768
CIMC Aggregate
Consideration
Shares (a) 71,750,000 96,303,200 105,806,400 551,923,076 740,793,843 813,895,380
The Proposed
Management Co
Acquisition
Management Co
Consideration
Shares Amount 30,000,000 30,000,000 30,000,000 230,769,230 230,769,230 230,769,230
Management Co
Deferred
Consideration
Shares Tranche 1
Shares Amount 750,000 750,000 750,000 5,769,230 5,769,230 5,769,230
Management Co
Deferred
Consideration
Shares Tranche 2
Shares Amount – 6,450,000 6,450,000 – 49,615,384 49,615,384
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Amount (S$) Equivalent No. of Pre-Consolidation Shares (1)

Minimum Base Maximum Minimum Base Maximum
Consideration Consideration Consideration Consideration Consideration Consideration
Scenario Scenario Scenario Scenario Scenario Scenario
Management Co
Crisplant Arbitration
Amount – 3,000,000 6,000,000 – 23,076,923 46,153,844
Management Co
Prolongation Claims
Payment Amount – 1,072,800 2,145,600 – 8,252,307 16,504,614
Management Co
Consideration
Amount (b) 30,750,000 41,272,800 45,345,600 236,538,460 317,483,074 348,812,302
Total (a)+(b) 102,500,000 137,576,000 151,152,000 788,461,536 1,058,276,917 1,162,707,682
Add:
CIMC Additional
Shares 185,236,862 185,236,862 185,236,862
Management Co
Additional Shares 79,387,226 79,387,226 79,387,226
Total 102,500,000 137,576,000 151,152,000 1,053,085,624 1,322,901,005 1,427,331,770
Note:
(1) The number of Pre-Consolidation Shares to be issued pursuant to the Proposed Acquisition is computed based on
the Pre-Consolidation Issue Price of S$0.13 for each Pre-Consolidation Consideration Share.
For illustrative purpose only, we note the following from the table above:
(i) In the event that the total consideration for the Proposed Acquisition comprises only CIMC
Consideration Shares Amount and the Management Co Consideration Shares Amount
(approximately S$100 million in aggregate), the Tianda Group is valued at PER of
approximately 6.9 times (based on its FY2012 earnings).
(ii) We note that pursuant to the CIMC Supplemental Deed and the Management Co Share
Issuance Agreement Supplemental Deed, the Company will be issuing for nil consideration
CIMC Additional Shares and Management Co Additional Shares to CIMC-HK (or its
nominees) and the Management Co (or its nominees) respectively as the Group was unable
to fulfil the Initial Warranty, being, inter alia, the net asset value of the Group not being less
than S$50 million. In addition, we note that both CIMC Additional Shares and Management
Co Additional Shares shall not constitute satisfaction of any part of the CIMC Consideration
or the Management Co Consideration respectively. On the other hand, the Vendors have also
provided warranty that the issuance of the Tianda Dividend will not result in the net asset
value of the Tianda Group being lower than RMB360 million as at 31 December 2013 and
we note based on the audited financial statement of the Tianda Group as at 31 December
2013, the said warranty has been met.
(iii) For the purposes of our evaluation, we have in assessing the Proposed Whitewash
Resolution considered the aggregate number of Shares to be issued for the Proposed
Acquisition including the CIMC Additional Shares and the Management Co Additional Shares
due to the non-fulfillment of the Initial Warranty by the Company. Accordingly, for the
evaluation of the Proposed Whitewash Resolution, the aggregate number of Post-
Consolidation Shares to be issued and consideration payable for the Proposed Acquisition,
the Issue Price or the Pre-Consolidation Issue Price has been adjusted (“Effective Pre-
Consolidation Issue Price”) for the purpose of analysis using the aggregate number of Post
Consolidation Shares to be issued and the aggregate consideration payable for the
Proposed Acquisition under various circumstances as stipulated in the agreements.
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We present in the table below the computation of the Effective Pre-Consolidation Issue Price
as well as the discount from the Revalued NAV (defined later) and NTA (defined later) for the
Group.
Minimum Base Maximum

Consideration Consideration Consideration
CIMC Aggregate Consideration

Shares 551,923,076 740,793,843 813,895,380
Management Co Aggregate
Consideration Shares 236,538,460 317,483,074 348,812,302
Add: CIMC Additional Shares 185,236,862 185,236,862 185,236,862
Add: Management Co
Total Consideration Shares (a) 1,053,085,624 1,322,901,005 1,427,331,770
CIMC Consideration (S$) 71,750,000 96,303,200 105,806,400
Management Co Consideration
(S$) 30,750,000 41,272,800 45,345,600
Total Consideration Amount

(S$) (b) 102,500,000 137,576,000 151,152,000
Effective Pre-Consolidation
Issue Price ((b)/(a)) 0.097 0.104 0.106
Discount over the Group’s

Revalued NAV (28.7%) (23.9%) (22.5%)
Discount over the Group’s

Revalued NTA (27.4%) (22.4%) (21.0%)
(iv) The aggregate of CIMC Consideration and Management Co Consideration (“Total

Consideration”) based on the Maximum Consideration Scenario of approximately S$151.2
million (“Maximum Consideration”) is approximately S$48.7 million (or approximately
47.5%) higher than the Total Consideration based on the Minimum Consideration Scenario of
approximately S$102.5 million (“Minimum Consideration”).
(v) Both the CIMC Deferred Consideration Tranche 1 Shares Amount and the Management Co
Deferred Consideration Tranche 1 Shares Amount is subject to the Company receiving a
copy of the Tianda Group’s FY2013 audited accounts. It is not dependent on any profit or
NTA thresholds or financial performance or position or condition of the Target Group
Companies.
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(vi) We note from the Circular that the issuance of CIMC Co Deferred Consideration Tranche 2
Shares and Management Co Deferred Consideration Tranche 2 Shares are subject to the
Deferred Consideration Tranche 2 Shares Conditions being met:
(a) the aggregate Target Group Companies Revised PATMI for FY2014 or FY2015 being a
(b) if the Target Group Companies Revised PATMI for any of FY2014 or FY2015 is a
negative number, such negative number shall not exceed S$5 million.
The Target Group Companies comprises inter-alia Techman and the Tianda Group. The
Target Group Companies Revised PATMI refers to the aggregate PATMI (or net profit after
taxation and minority interests) of Techman and the Tianda Group after adjusting for inter-
group transactions.
The number of CIMC Deferred Consideration Tranche 2 Shares is calculated in accordance

with the formula as set out on the definition page of the Circular.
In the event that the Deferred Consideration Tranche 2 Shares Conditions are not met, no
CIMC Deferred Consideration Tranche 2 Shares and Management Co Deferred
Consideration Tranche 2 Shares shall be issued to the Vendors (or its nominees) and the
Company shall have no further liability or obligation in relation to the CIMC Deferred
Consideration Tranche 2 Shares and the Management Co Deferred Consideration Tranche 2
Shares. Conversely we note that there are no adjustments to the number of Post-
consolidation Shares to be issued in the event that the financial performance for the Target
Group Companies or the Group for FY2014 and FY2015 is less favourable as compared to
their respective financial performance for FY2013. The CIMC Deferred Consideration
Tranche 2 Shares to be determined and issued is not based or computed on the amounts
that the Target Group Companies Revised PATMI for FY2014 and FY2015, will be in excess
of its historical PATMI (or revised PATMI) for FY2012 or for that matter FY2013.
The maximum number of Post-Consolidation Shares that is required to be issued to CIMC-

HK and the Management Co in the event that the Deferred Consideration Tranche 2 Shares
Conditions are met is the equivalent of 115.8 million and 49.6 million Pre-Consolidation
Shares respectively. This is an increase of approximately 15.7% of the aggregate number of
equivalent Post Consolidation Shares to be issued pursuant to the Minimum Consideration
Scenario (including the CIMC Additional Shares and the Management Co Additional
Shares).
We note from the Circular that the maximum number of CIMC Deferred Consideration
Tranche 2 Shares and the Management Co Deferred Consideration Tranche 2 Shares to be
issued, is equivalent to approximately 165.4 million Pre-Consolidation Shares in aggregate,
and on the assumption that the Target Group Companies Revised PATMI for FY2014 and
FY2015 is equal, the Target Group Companies Revised PATMI for FY2014 or FY2015, will
have to be approximately S$13.9 million (which is slightly lower than the Tianda Group’s
PATMI for FY2013 and FY2012).
For illustrative purpose only, we note that the Tianda Group’s PATMI for FY2012 and FY2013
amounted to approximately RMB73.1 million (or approximately S$14.5 million based on the
Exchange Rate) and approximately RMB70.9 million (or approximately S$14.0 million based
on the Exchange Rate) respectively. Thus on the assumption that Techman Revised PATMI is
negligible (as we understand from Directors and Management that Techman is currently
dormant) and Tianda Group’s PATMI for FY2014 and 2015 being equivalent to that for
FY2013, the number of CIMC Deferred Consideration Tranche 2 Shares will be equivalent to
165.4 million Pre-Consolidation Shares in aggregate.
A-26
There will not be any CIMC Deferred Consideration Tranche 2 Shares issued in the event
that the cumulative Target Group Companies PATMI is not a positive number or zero (that is
when the Target Group Companies are making cumulative losses for 2 years or zero profits
provided that the loss for each year FY2014 or FY2015 does not exceed S$5 million). We
note that the agreements do not provide for any profit guarantees or warranties for either the
Target Group Companies or the Group. Similarly we note that there are no adjustments to
the number of Post-Consolidation Shares to be issued or the Issue Price in the event that
the Group registers profits or losses for each of FY2014 and FY2015.
(vii) Under the Maximum Consideration Scenario, the aggregate consideration payable in relation
to the Crisplant Arbitration and the prolongation claims is approximately S$27.2 million.
(viii) For the CIMC Crisplant Arbitration Amount, we note that in the event that the CIMC Litigation
Share is a number between (but not equal to) negative S$1 million and positive S$1 million,
there shall be no adjustments to the CIMC Crisplant Arbitration Amount and the number of
CIMC Crisplant Shares to be allotted and issued to CIMC-HK (or its nominees) shall be the
number of Post-Consolidation Shares (rounded down to the nearest whole number)
equivalent to 53,846,153 Pre-Consolidation Shares. Similarly for the Management Co
Crisplant Arbitration Amount, we note that in the event that the Management Co Litigation
Share is a number between (but not equal to) negative S$428,571 and positive S$428,571,
there shall be no adjustments to the Management Co Crisplant Arbitration Amount and the
number of Management Co Crisplant Shares to be allotted and issued to the Management
Co (or its nominees) shall be the number of Post-Consolidation Shares (rounded down to the
nearest whole number) equivalent to 23,076,923 Pre-Consolidation Shares.
Meanwhile, in the event that the CIMC Litigation Share is equal to or lower than negative
S$1 million or equal to or higher than positive S$1 million, additional Post-Consolidation
Shares are to be issued. Likewise in the event that the Management Co Litigation Share is
equal to or lower than negative S$428,571 or equal to or higher than positive S$428,571,
additional Post-Consolidation Shares are to be issued The maximum number of CIMC
Crisplant Shares and Management Co Crisplant Shares that can be issued is the number of
Post-Consolidation Shares that is equivalent to approximately 107.7 million and 46.2 million
Pre-Consolidation Shares respectively.
As set out in the Circular, the CIMC Litigation Share and the Management Co Litigation
Share has been defined as follows:
CIMC Litigation Share = (Recovery Amount – Additional Costs – Book Value) x 0.659 x 0.7
Management Co Litigation Share = (Recovery Amount – Additional Costs – Book Value) x

0.659 x 0.3
A-27

CIMC Litigation Share
(Recovery Amount – Additional 7,000,000 Between (7,000,000)

Costs – Book Value) x 0.659 x (1,000,000) to
0.7 or CIMC Litigation Share 1,000,00
in S$

Costs – Book Value) in S$ (2,167,787) to
2,167,787
CIMC Litigation Share/ 53,846,153 – (53,846,153)

Pre-Consolidation Issue Price
or number of Pre-Consolidation
Shares
CIMC Crisplant Shares to be No CIMC Such number of Such number of

issued (being 53,846,153 Crisplant Shares Post- Post-
Pre-Consolidation Shares – will be issued Consolidation Consolidation
CIMC Litigation Share/ Shares Shares
Pre-Consolidation Issue Price) equivalent to equivalent to
53,846,153 Pre- 107,692,306 (or
Consolidation additional
Shares 53,846,153 Pre-
Consolidation
Shares)
Management Co Litigation Share

Costs – Book Value) x 0.659 x (428,571) to
0.3 or Management Co 428,571
Litigation Share in S$

Costs – Book Value) in S$ (2,167,787) to
2,167,787
Management Co Litigation 23,076,923 – (23,076,923)

Share/Pre-Consolidation Issue
Price or number of
Pre-Consolidation Shares
Management Co Crisplant No Management Such number of Such number of

Shares to be issued (being Co Crisplant Post- Post-
23,076,922 Pre-Consolidation Shares will be Consolidation Consolidation
Shares – Management Co issued Shares Shares
Litigation Share/ Pre- equivalent to equivalent to
Consolidation Issue Price) 23,076,922 Pre- 46,153,844 (or
Shares 23,076,922) Pre-
Consolidation
Shares
A-28
The Directors have represented that as the Crisplant Arbitration is currently the subject of an
arbitration between the Company and Crisplant A/S, the Company had been advised against
the disclosure of the Book Value or the relevant amount capitalised in the accounts of the
Company for FY2012 in respect of the Crisplant Arbitration for FY2012, as such disclosure
would be prejudicial to the interest of the Company. Accordingly, as we are unable to
comment on or to present the analysis or the comparison of the Book Value and the
Recovery Amount less Additional Cost, and accordingly our analysis herein is necessarily
limited.
Based on the Minimum Consideration Scenario, no CIMC Crisplant Shares and

Management Co Crisplant Shares shall be issued to CIMC-HK and the Management Co (or
their nominees) respectively, in the event that the Recovery Amount less Additional Cost is
approximately S$15.2 million higher than the Book Value in respect of the Crisplant
Arbitration, which we understand represents the cost and not the profits as capitalised in the
accounts of the Company for FY2012. The threshold of approximately S$15.2 million
represents approximately 23.3%, 42.7% and 49.7% of the total shareholders’ equity of the
Group as at 31 December 2012, 31 December 2013 and 31 March 2014 respectively or
approximately 35.3% and 49.7% and 66.5% of the contract work in progress for the Group
as at 31 December 2012, 31 December 2013, and 31 March 2014 respectively.
Based on the Base Consideration Scenario, approximately 53.8 million CIMC Crisplant
Shares and approximately 23.1 million Management Co Crisplant Shares shall be issued to
CIMC and the Management Co (or their nominees) respectively, in the event that the
Recovery Amount less Additional Cost is approximately S$2.2 million higher or lower than
the Book Value in respect of the Crisplant Arbitration, which we understand represents the
cost and not the profits as capitalised in the accounts of the Company for FY2012.
Based on the Maximum Consideration Scenario, approximately 107.7 million CIMC Crisplant
Shares and approximately 46.2 million Management Co Crisplant Shares shall be issued to
CIMC-HK and the Management Co (or their nominees) respectively, in the event that the
Recovery Amount less Additional Cost is approximately S$15.2 million below the Book Value
in respect of the Crisplant Arbitration, which we understand represents the cost and not the
profits as capitalised in the accounts of the Company for FY2012. The threshold of
approximately S$15.2 million represents approximately 23.3%, 42.7% and 49.7% of the total
shareholders equity of the Group as at 31 December 2012, 31 December 2013, and 31
March 2014 respectively or approximately 35.3%, 49.7% and 66.5% of the contract work in
progress for the Group as at 31 December 2012, 31 December 2013, and 31 March 2014
respectively.
However, we note that there are adjustment to the number of both the CIMC Crisplant
Shares and the Management Co Crisplant Shares depending on the Recovery Amount less
Additional Costs. No CIMC Crisplant Shares nor Management Co Crisplant Shares (which is
under the Minimum Consideration Scenario) shall be issued to CIMC-HK and the
Management Co (or their nominees) in the event that the Recovery Amount less Additional
Cost is in excess of approximately S$15.2 million above the Book Value (or more than 1.5
times but less than 2.0 times of the Book Value). Based on the Maximum Consideration
Scenario, approximately 107.7 million CIMC Crisplant Shares and approximately 46.2 million
Management Co Crisplant Shares shall be issued to CIMC-HK and the Management Co (or
their nominees) respectively in the event that the Recovery Amount less Additional Cost is
approximately S$15.2 million below the Book Value (or more than 0.1 time but less than 0.5
time of the Book Value).
We wish to highlight that in the event that the Company is able to recover the full amount of
the Book Value relating to the Crisplant Arbitration, the Company would still be required to
issue approximately 53.8 million CIMC Crisplant Shares and approximately 23.1 million
Management Co Crisplant Shares to CIMC-HK and the Management Co (or their nominees)
respectively. The aggregate number of CIMC Crisplant Shares and Management Co
A-29
Crisplant Shares at the Pre-Consolidation issue price of S$0.13 is approximately S$10.0

million. It thus appears that the CIMC Crisplant Arbitration Amount and the Management Co
Arbitration Amount have factored in a discount of approximately S$15.2 million to the Book
Value on the assumption that both CIMC-HK and Management Co hold approximately 65.9%
in the Company after the Proposed Acquisition. The discount of approximately S$15.2 million
Group as at 31 December 2012, 31 December 2013, and 31 March 2014 respectively or
approximately 35.3%, 49.7% and 66.5% of the contract work in progress for the Group as at
31 December 2012, 31 December 2013, and 31 March 2014 respectively.
We note that the CIMC Crisplant Arbitration Amount and the Management Co Arbitration
Amount have been capped, such that irrespective of the amounts that the Company will
recover after additional cost as compared to the Book Value, there will be no additional
CIMC Crisplant Shares and Management Co Crisplant Shares to be issued if the recovery
amount after additional cost is less than the Book Value by approximately S$15.2 million.
Likewise no CIMC Crisplant Shares and Management Co Crisplant Shares will be issued if
the recovery amount after additional cost is more than the Book Value by approximately
S$15.2 million.
The Directors and the Target Directors have confirmed and represented that it is uncertain
whether the Company will be successful in its ability to recover monies in relation to the
Crisplant Arbitration. Given such uncertainty, CIMC-HK, the Management Co and the
Company have (through the CIMC Crisplant Arbitration Shares Adjustment and the
Management Co Crisplant Arbitration Shares Adjustment (as set out in the Circular)) agreed
that if the Company is successful in its claims and is able to receive a net positive amount
from the Crisplant Arbitration above the Book Value, then given that the Company becomes
more valuable, it will issue fewer shares to CIMC-HK and the Management Co. Conversely, if
the Company is not successful in its claims and suffers a net loss from the Crisplant
Arbitration compared to the Book Value, then given that the Company becomes less
valuable, it will issue more shares to CIMC-HK and the Management Co. In addition, the
CIMC Crisplant Arbitration Amount and the Management Co Crisplant Arbitration Amount
represents a portion of the CIMC Consideration and the Management Co Consideration
respectively which has been attributed to the CIMC Crisplant Shares Amount and the
Management Co Crisplant Shares Amount to facilitate the mechanics of the CIMC Crisplant
Shares Adjustment and the Management Co Crisplant Shares Adjustment (as set out in the
Circular).
The Directors have represented that in the event that the outcome of the Crisplant Arbitration
is against the Company, the potential loss (excluding the relevant legal costs) will be
approximately S$41.05 million (which is the sum of the relevant cost capitalized in the
Group’s accounts for FY2012 in relation to the Crisplant Arbitration and the amount of
damages claimed by Crisplant).
We note that in the event that (1) there is no cap to the CIMC Crisplant Arbitration Amount or
the Management Co Arbitration Amount; and (2) the outcome of the Crisplant Arbitration is
against the Company, based on the shares calculation formula, the Company would need to
compensate CIMC-HK and the Management Co with approximately 118.8 million additional
CIMC Crisplant Shares (based on the Issue Price of S$0.13) or equivalent to approximately
S$15.4 million and approximately 50.9 million additional Management Co Crisplant Shares
(based on the Issue Price of S$0.13) or equivalent to approximately S$6.6 million
respectively.
A-30
(ix) For the CIMC Prolongation Claims Payment Amount, we note that in the event that the CIMC
Prolongation Claims Portion is a number between (but not equal to) negative S$300,000 and
positive S$300,000, there shall be no adjustments to the CIMC Prolongation Claims
Payment Amount and the number of CIMC Prolongation Claims Shares to be allotted and
issued to CIMC (or its nominees) shall be the number of Post-Consolidation Shares
(rounded down to the nearest whole number) equivalent to 19,255,384 Pre-Consolidation
Shares. Meanwhile, in the event that the CIMC Prolongation Claims Portion is equal to or
lower than negative S$300,000 or equal to or higher than positive S$300,000, additional
Post-Consolidation Shares are to be issued. The maximum number of CIMC Prolongation
Claims Shares and Management Co Prolongation Claims Shares that can be issued is the
number of Post-Consolidation Shares equivalent to approximately 46.2 million Pre-
Consolidation Shares respectively.
For the Management Co Prolongation Claims Payment Amount, we note that in the event
that the Management Co Prolongation Claims Portion is a number between (but not equal
to) negative S$128,571 and positive S$128,571, there shall be no adjustments to the
Management Co Prolongation Claims Payment Amount and the number of the Management
Co Prolongation Claims Shares to be allotted and issued to the Management Co (or its
nominees) shall be the number of Post-Consolidation Shares (rounded down to the nearest
whole number) equivalent to 8,252,307 Pre-Consolidation Shares. Meanwhile, in the event
that the Management Co Prolongation Claims Portion is equal to or lower than negative
S$128,571 or equal to or higher than positive S$128,571, additional Post-Consolidation
Shares are to be issued. The maximum number of Management Co Prolongation Claims
Shares that can be issued is the number of Post-Consolidation Shares equivalent to
approximately 16.5 million Pre-Consolidation Shares respectively.
As set out in the Circular, the CIMC Prolongation Claims Portion and the Management Co
Prolongation Claims Portion is defined as follow:-
CIMC Prolongation Claims Portion = (Recovery Amount – Additional Costs – Book Value) x
0.659 x 0.7
Management Co Prolongation Claims Portion = (Recovery Amount – Additional Costs –

Book Value) x 0.659 x 0.3

CIMC Prolongation Claims Portion

0.7 or CIMC Prolongation 300,000
Claims Portion in S$

Costs – Book Value) in S$ (650,336) to
650,336
CIMC Prolongation Claims 19,255,384 – (19,255,384)

Portion/Pre-Consolidation
Issue Price or number of
Pre-Consolidation Shares
A-31

CIMC Prolongation Claims No CIMC Such number of Such number of

Shares to be issued (being Prolongation Post- Post-
19,255,384 Pre-Consolidation Claims Shares Consolidation Consolidation
Shares – CIMC Prolongation will be issued Shares Shares
Claims Portion/Pre- equivalent to equivalent to
Consolidation Issue Price) 19,255,384 Pre- 38,510,768 (or
Shares 19,255,384) Pre-
Consolidation
Shares
Management Co Prolongation Claims Portion

0.3 or Management Co 128,571
Prolongation Claims Portion
in S$

Costs – Book Value) in S$ (650,334) to
650,334
Management Co Prolongation 8,252,307 – (8,252,307)

Claims Shares/ Pre-
Consolidation Issue Price or
number of Pre-Consolidation
Shares
Management Co Prolongation No Management Such number of Such number of

Claims Shares to be issued Co Prolongation Post- Post-
(being 8,252,307 Pre- Claims Shares Consolidation Consolidation
Consolidation Shares – will be issued Shares Shares
Management Co Prolongation equivalent to equivalent to
Claims Portion/Pre- 8,252,307 Pre- 16,504,614 (or
Consolidation Issue Price) Consolidation additional
Shares 8,252,307) Pre-
Consolidation
Shares
The Directors have represented that as the Prolongation Claims are currently the subject of
an arbitration, the Company had been advised against the disclosure of the Book Value or
the relevant amount capitalised in the accounts of the Company for FY2012 in respect of the
Prolongation Claims for FY2012, as such disclosure would be prejudicial to the interest of
the Company. Accordingly, as we are unable to comment or to present the analysis or the
comparison of the Book Value and the Recovery Amount less Additional Cost, hence our
analysis therein is necessarily limited.
Based on the Minimum Consideration Scenario, no CIMC Prolongation Claims Shares and
Management Co Prolongation Claims Shares shall be issued to CIMC-HK and the
Management Co (or their nominees) respectively, in the event that the Recovery Amount
A-32
less Additional Cost is approximately S$5.4 million higher than or above the Book Value for
the prolongation claims, which we understand represents the cost and not the profits as
capitalised in the accounts of the Company for FY2012. The threshold of approximately
S$5.4 million represents approximately 8.3%, 15.3% and 17.8% of the total shareholders’
equity of the Group as at 31 December 2012, 31 December 2013, and 31 March 2014
respectively or approximately 12.6%, 17.8% and 23.8% of the contract work in progress for
the Group as at 31 December 2012, 31 December 2013 and 31 March 2014 respectively.
Based on the Base Consideration Scenario, approximately 19.3 million CIMC Prolongation
Claims Shares and approximately 8.3 million Management Co Prolongation Claims Shares
shall be issued to CIMC-HK and the Management Co (or their nominees) respectively, in the
event that the Recovery Amount less Additional Cost is approximately S$650 thousand
higher or lower than the Book Value for the prolongation claims which, we understand
represents the cost and not the profits as capitalised in the accounts of the Company for
FY2012.
Based on the Maximum Consideration Scenario, approximately 38.5 million CIMC

Prolongation Claims Shares and approximately 16.5 million Management Co Prolongation
Claims Shares shall be issued to CIMC-HK and the Management Co (or their nominees)
respectively, in the event that the Recovery Amount less Additional Cost is approximately
S$5.4 million lower than or below the Book Value for the prolongation claims which, we
understand represents the cost and not the profits as capitalised in the accounts of the
Company for FY2012. The threshold of approximately S$5.4 million represents approximately
8.3%, 15.3% and 17.8% of the total shareholders’ equity of the Group as at 31 December
2012, 31 December 2013, and 31 March 2014 respectively or approximately 12.6%, 17.8%
and 23.8% of the contract work in progress for the Group as at 31 December 2012, 31
December 2013, and 31 March 2014 respectively.
We wish to highlight that in the event that the Company is able to recover the full amount of
the Book Value relating to the Prolongation Claims, the Company would still be required to
issue approximately 19.3 million CIMC Crisplant Prolongation Claims Shares and
approximately 8.3 million Management Co Prolongation Claims Shares to CIMC-HK and the
Management Co (or their nominees) respectively. The aggregate number of CIMC
Prolongation Claims Shares and Management Co Prolongation Claims Shares at the Pre-
Consolidation issue price of S$0.13 to be issued under this scenario is approximately S$3.6
million. It thus appears that the CIMC Crisplant Prolongation Claims Shares Amount and the
Management Co Prolongation Claims Shares Amount have factored in a discount of
approximately S$5.4 million to the Book Value in respect of the prolongation claims on the
assumption that both CIMC-HK and Management Co holds approximately 65.9% in the
Company after the Proposed Acquisition. The discount of approximately S$5.4 million
Group as at 31 December 2012, 31 December 2013 and 31 March 2014 respectively or
approximately 12.6%, 17.8% and 23.8% of the contract work in progress for the Group as at
31 December 2012, 31 December 2013, and 31 March 2014 respectively.
We note that the CIMC Prolongation Claims Portion and the Management Co Prolongation
Claims Portion have been capped, such that irrespective of the amounts that the Company
will recover after additional cost as compared to the Book Value, there will be no additional
CIMC Prolongation Claims Shares and Management Co Prolongation Claims to be issued if
the recovery amount after additional cost is less than the Book Value by approximately S$5.4
million. Likewise no CIMC Prolongation Claims Shares and Management Co Prolongation
Claims Shares will be issued if the recovery amount after additional cost is more than the
Book Value by approximately S$5.4 million.
A-33
The Directors and the Target Directors have confirmed and represented that it is uncertain
whether the Company will be successful in its ability to recover monies in relation to the
Prolongation Claims. Given such uncertainty, CIMC-HK, the Management Co and the
Company have (through the CIMC Prolongation Claims Shares Adjustment and the
Management Co Prolongation Claims Shares Adjustment (as set out in the Circular)) agreed
that if the Company is successful in its claims and is able to receive a net positive amount
from the Prolongation Claims above the Book Value, then given that the Company becomes
more valuable, it will issue fewer shares to CIMC-HK and the Management Co. Conversely, if
the Company is not successful in its claims and suffers a net loss from the Prolongation
Claims compared to the Book Value, then given that the Company becomes less valuable, it
will issue more shares to CIMC-HK and the Management Co. In addition, the CIMC
Prolongation Claims Payment Amount and the Management Co Prolongation Claims
Payment Amount represents a portion of the CIMC Consideration and the Management Co
Consideration respectively which has been attributed to the CIMC Prolongation Claims
Payment Amount and the Management Co Prolongation Claims Payment Amount to facilitate
the mechanics of the CIMC Prolongation Claims Shares Adjustment and the Management
Co Prolongation Claims Shares Adjustment (as set in the Circular).
We advise Recommending Directors to review the terms of the CIMC SPA and the Management
Co SPA carefully and its entirety, taking into account the prevailing circumstances since the MOU
Announcement Date or the CIMC SPA Announcement Date, including but not limited to the inability
of the Group to fulfil the Initial Warranty, the breach of the Group’s loan covenant as announced on
27 February 2014 and the Waiver Conditions (defined later), the emphasis of matters described in
AR2013 (pertaining to, inter alia, going concern assumption), the Group’s deteriorating financial
performance with consecutive losses in the past two financial years and financial position with
dwindling net working capital and shareholders’ equity, whilst the Tianda Group’s has maintained its
financial performance with growing order book.
7.2 Rationale for the Proposed CIMC Acquisition

The rationale for the Proposed CIMC Acquisition has been extracted from Section 2.2 of the
Circular and is set out in italics below. Unless otherwise defined or the context otherwise requires,
all terms defined in the Circular shall have the same meaning herein.
“2.2 Rationale for the Proposed Acquisition

The Proposed Acquisition would allow the Enlarged Group to: (a) receive the continued
financial support that it requires for its operations; (b) gain access to the CIMC Group’s
global network which may allow the Enlarged Group to secure more airport projects around
the world; and (c) increase the range of airport products and services that it can provide for
its airport customers.
The Pteris Group suffered net losses of S$29.6 million and S$29.7 million for FY2012 and
FY2013 respectively. As the business of the Pteris Group involves bidding for overseas
airport projects, such major losses have resulted in the Pteris Group being unable (on its
own) to obtain additional trade financing and bank facilities to support its overseas projects
and ongoing working capital requirements.
In connection with the above, on 2 April 2014, the Company announced that the auditor’s
report for the financial statements of the Pteris Group for FY2013 contains an emphasis of
matter whereby, inter alia, the auditors have indicated:
“The net losses exceed the Group’s net current assets at 31 December 2013 of $6,629,000.
The Company’s remaining equity may not be sufficient to support its day-to-day operations.
… These conditions indicate the existence of a material uncertainty which may cast
significant doubt on the Company’s ability to continue as a going concern, and therefore, its
ability to realise its assets and discharge its liabilities in the normal course of business.”
A-34
Over the last few years, the Board has undertaken a strategic review of the Pteris Group and
apart from reducing costs by implementing several technology initiatives to increase
productivity, it believes that any turnaround of the Pteris Group’s financial health would have
to start with increased revenue.
To increase the revenue of the Pteris Group and to obtain additional financial support for the
Pteris Group, the Board has over a period of several years, been searching for a strategic
investor that can add value to the Pteris Group. The criteria for such a strategic investor that
the Board was looking for included, an investor with a long investment horizon, with a strong
financial ability to provide financial support to the Pteris Group to secure more overseas
airport projects and having a wide global sales and distribution network. The Board believes
that the CIMC Group (further details on the CIMC Group are set out in Section 2.6 entitled
“Information on the CIMC Group” of this Circular) fulfils all of the above criteria.
Furthermore, the Company has on 27 November 2013 entered into a revolving credit facility
of S$52.0 million (the “Revolving Credit Facility”), whereby, in connection with the
Revolving Credit Facility, CIMC and CIMC-HK have undertaken, as the Company’s largest
Shareholders, to ensure that the Revolving Credit Facility is fully repaid by the payment date
(being, November 2014). In addition, in connection with the Company’s outstanding trade
facilities of S$32.0 million (the “Trade Facility”) as of 20 November 2013, CIMC and CIMC-
HK have also undertaken, as the Company’s largest Shareholders, to ensure that the Trade
Facility is fully repaid on demand, in the event that the Company is unable to meet its
obligations to the bank pursuant to the terms of the Trade Facility. In light of the rapidly
deteriorating financial situation of the Pteris Group and the continued financial support of the
Pteris Group by CIMC, the Board believes that the Proposed Acquisition would bring to the
Pteris Group continued availability of funds to support the Company’s day-to-day operations.
The Board believes that the Proposed Acquisition would create meaningful synergies
between the principal activities of the Pteris Group and the Target Group Companies, and
potentially enhance Shareholder value due to, among other things, the provision of
complementary services to their combined customer base and sharing of global marketing
and sales channels, technologies and management expertise.
Subsequent to the Proposed Acquisition Completion, the Pteris Group and the Target Group
operational efficiency arising from supply chain collaboration, mutually beneficial synergies in
research and development, and a strengthened balance sheet. Moreover, the Company may
tap into the CIMC Group’s global supply chain network to access new business opportunities
across international markets, as well as capitalise on the financial strengths and facilities of
the CIMC Group. The Proposed Acquisition is part of the Company’s strategic move to
expand its business and strengthen its foothold globally.”
A-35
7.3 Financial performance and position of the Group and the Tianda Group
7.3.1. Financial performance and position of the Group
The table below sets out a summarised Group’s financial performance since FY2003:
Figures in
S$’000
(unless
otherwise
stated) FY2013 FY2012 FY2011 FY2010 FY2009 FY2008 FY2007 FY2006 FY2005 FY2004 FY2003
Revenue 50,350 65,674 132,179 112,233 87,296 75,945 124,792 147,637 101,192 69,856 52,874
MSO 50,263 61,805 97,323 80,950 58,048 46,608 80,167 85,548 53,585 37,988 26,887
MSO / revenue
(%) 99.8% 94.1% 73.6% 72.1% 66.5% 61.4% 64.2% 57.9% 53.0% 54.4% 50.9%
Profit/(loss)
before tax (29,741) (29,680) 822 857 (1,301) (2,568) 19,257 28,924 19,840 11,242 7,766
Dividend
per Share
(in S$ cents) 0.00 0.00 0.00 0.00 0.00 0.00 3.50 6.00 7.76 7.00 6.00
Source: Company’s Annual Reports
We note from the table above that the MSO (defined below) as a percentage of the Group’s
revenue increased from 50.9% in FY2003 to 94.1% in FY2012 and 99.8% in FY2013 (which have
attributed to the loss incurred by the Group in FY2012 and FY2013). We note that MSO was
almost similar to total revenues for FY2013. The higher MSO as percentage of the Group’s revenue
in FY2012 was mainly attributable to the provision for foreseeable losses resulting from the delay of
three (3) key projects in the Middle East and India (provisions were made as it was uncertain as to
when the negotiations with respects to contractual claims for delays and associated prolongation
costs will be finalised) while for FY2013, the higher MSO as percentage of the Group’s revenue
was attributable to a) revisions to certain project budgets to reflect current pricing and specification
changes, (b) provision for liquidated claims by customers despite negotiations are on-going and (c)
amount due to on-going negotiations on certain projects for variation orders and prolongation
claims being lower than what was expected. The Group’s revenue has been declining for the period
from FY2011 to FY2013 and the revenue in FY2013 is the lowest during the period from FY2003 to
FY2013. The Group recorded profit before tax for the period from FY2003 to FY2007 and from
FY2010 to FY2011. The Group recorded loss before tax for the period from FY2008 to FY2009 and
from FY2012 to FY2013. Lastly, we wish to highlight that the Group paid dividends annually for the
period FY2003 – FY2007, whilst no dividends were declared by the Group for the period FY2008 –
FY2013.
A-36
A summary of the unaudited consolidated financial statements of the Group for 1Q2014 and
1Q2013, and audited consolidated financial statements of the Group for FY2013, FY2012, and
FY2011 are set out below.
Review of Financial Performance
Consolidated Statement of Income
Unaudited Unaudited Audited Audited Audited

Figures in S$’000 1Q2014 1Q2013 FY2013 FY2012 FY2011
Revenue 12,693 13,301 50,350 65,674 132,179
Materials, subcontract and other

direct cost (“MSO”) (11,189) (10,723) (50,263) (61,805) (97,323)
MSO / revenue (%) 88.2% 80.6% 99.8% 94.1% 73.6%
Revenue less MSO 1,504 2,578 87 3,869 34,856
Profit/(Loss) before tax (4,937) (4,179) (29,741) (29,680) 822
Profit/(Loss) after tax attributable

to equity holders of the Company (5,020) (4,271) (29,685) (29,586) 423
1Q2014 vs 1Q2013
The Pteris Group is principally engaged in the provision of engineering and computer software
solutions of airport logistics and materials handling as well as the manufacture and repair of
ground support equipment for airline industry. These include engineering, design, manufacture,
installation and maintenance works. The Group’s revenue declined by approximately 4.6% from
approximately S$13.3 million in 1Q2013 to approximately S$12.7 million in 1Q2014 mainly
attributable to the absence of major projects secured, and hence a lower level of business
activities.
The main component of MSO for the Pteris Group is the cost of materials, which it purchases from
suppliers primarily in Singapore, Malaysia, Middle East, China, India and the United States of
America, comprising mainly steel, aluminium and copper.
MSO also comprises subcontracting cost. The Pteris Group may subcontract manufacturing of
components and the provision of product installation services at customers’ sites at times, in order
to improve operating flexibility and ensure timely completion of its projects.
Other direct cost comprises mainly transportation charges, as well as travelling and
accommodation expenses for staff that are assigned to overseas projects. Other direct labour costs
such as wages and salaries are accounted under the Staff Costs.
MSO increased by approximately 4.3% from approximately S$10.7 million in 1Q2013 to

approximately S$11.2 million in 1Q2014.
Revenue less MSO decreased from approximately S$2.6 million in 1Q2013 to approximately S$1.5
million in 1Q2014 with the revenue less MSO margin declining from approximately 19.4% in
1Q2013 to approximately 11.8% in 1Q2014. MSO as a percentage of revenue was approximately
88.2% for 1Q2014. This was in line with the margins of the current projects being executed.
A-37
The Group reported loss before tax of approximately S$4.9 million in 1Q2014, which was higher
than the loss before tax of approximately S$4.2 million incurred in 1Q2013. The loss before tax in
1Q2014 was mainly attributable to:
(i) the decline in the revenue less MSO recorded in 1Q2014;
(ii) a loss in foreign exchange differences and net hedging cost of approximately S$0.3 million in
1Q2014 (1Q2013: a gain of approximately S$0.2 million) due to revaluation losses on foreign
currency denominated receivables arising from the depreciation of foreign currencies against
the Singapore Dollar;
(iii) finance expenses increased by approximately 12.7% to approximately S$0.3 million in

1Q2014 due mainly to higher interest costs resulting from higher borrowings in 1Q2014;
and was partially offset by:
(iv) higher other income (rose from approximately S$0.7 million in 1Q2013 to approximately
S$0.9 million in 1Q2014 due mainly to cash received from the Inland Revenue under the tax
and payroll incentive schemes);
(v) decline in the staff costs (decreased by approximately 5.4% from approximately S$4.9 million
in 1Q2013 to approximately S$4.6 million in 1Q2014 mainly attributable to decreased
business activities for1QFY14. We note that the decline in staff cost of 5.4% is relatively in
line with the decline in revenue of approximately 4.6%;
(vi) lower depreciation (decreased by approximately 5.8% to approximately S$0.7 million in

1Q2014);
(vii) lower other operating expenses (decreased from approximately S$1.8 million in 1Q2013 to
approximately S$1.4 million in 1Q2014) due to the Group’s continuing focus on higher
efficiencies and streamlining efforts for the quarter under review.
Overall, the Group registered loss after tax attributable to equity holders of the Company of
approximately S$5.0 million in 1Q2014, which is higher than the loss after tax attributable to equity
holders of the Company of approximately S$4.3 million recorded in 1Q2013. We note from the
discussion with the Directors that the Group’s operating outlook is expected to remain challenging
in the near term due to intensive competitive market and rising cost of labour and raw materials.
FY2013 vs FY2012
The Group’s revenue declined by approximately 23.3% from approximately S$65.7 million in
FY2012 to approximately S$50.4 million in FY2013 mainly attributable to lower revenue recognised
from construction contracts for baggage handling systems. The total revenue from construction
contract for baggage handling systems decreased by approximately S$15.7 million or 27.6%
decline from approximately S$56.9 million in FY2012 to approximately S$41.2 million in FY2013.
Meanwhile, the revenue recognised from ground support equipment increased slightly by
approximately S$395 thousand or approximately 4.5% from approximately S$8.8 million in FY2012
to approximately S$9.2 million in FY2013.
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segments for FY2013 and FY2012 are as follows:
FY2013 FY2012
S$’000 % S$’000 %
Baggage Handling Systems 41,196 81.8 56,915 86.7
Ground Support Equipment 9,154 18.2 8,759 13.3
Total 50,350 100.0 65,674 100.0
FY2013 FY2012
S$’000 % S$’000 %
Singapore 28,757 57.1 37,794 57.6
Malaysia 14 0.1 37 0.1
China 15,430 30.6 23,741 36.1
India 190 0.4 4,102 6.2
United States of America 5,959 11.8 – –
Total 50,350 100.0 65,674 100.0
MSO declined by approximately 18.7% from approximately S$61.8 million in FY2012 to

approximately S$50.3 million in FY2013.
The breakdown of the Pteris Group’s MSO during the period under review is set out as follows:
MSO FY2013 FY2012

S$’000 % S$’000 %
Baggage Handling Systems 41,953 83.5 54,204 87.7
Ground Support Equipment 8,310 16.5 7,601 12.3
Total 50,263 100 61,805 100
Revenue less MSO decreased by approximately 97.8% to approximately S$87 thousand in FY2013
from approximately S$3.9 million in FY2012 with the revenue less MSO margin declining from
approximately 5.9% in FY2012 to approximately 0.2% in FY2013. We note that MSO was almost
similar to total revenues for FY2013 due to a) revisions to certain project budgets to reflect current
pricing and specification changes, (b) provision for liquidated claims by customers despite
negotiations are on-going and (c) amount due to on-going negotiations on certain projects for
variation orders and prolongation claims being lower than what was expected.
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The Group reported loss before tax of approximately S$29.7 million in FY2013, which was
relatively in line with the loss before tax incurred in FY2012. The loss before tax in FY2013 was
mainly attributable to:
(i) the minimal amount of revenue less MSO recorded in FY2013;
(ii) other operating expenses increased by approximately 5.9% from approximately S$8.6 million
in FY2012 to approximately S$9.1 million in FY2013 due mainly to provision for doubtful
receivables of approximately S$0.9 million; bad debts written off amounting to approximately
S$0.8 million; which was partially offset by a credit adjustment of approximately S$1.0 million
in relation to government grants. We note that while other operating expenses increased by
approximately 5.9% in FY2013, the Group’s revenue declined by approximately 23.3%;
(iii) finance expenses increased from approximately S$1.1 million in FY2012 to approximately
S$1.4 million in FY2013 due mainly to higher interest costs resulting from higher borrowings
in FY2013;
(iv) higher other income (rose from approximately S$2.0 million in FY2012 to approximately
S$3.1 million in FY2013 due mainly to full year recognition of rental income, which rose by
approximately S$1.2 million to approximately S$2.8 million);
(v) decline in the staff costs (decreased by approximately 9.5% from approximately S$21.5
million in FY2012 to approximately S$19.5 million in FY2013 mainly attributable to a
reduction in staff headcount after project completions and cost savings resulting from the
Group’s strategic relocation of its manufacturing operations to lower costs regions in China
and Malaysia). We note that the decline in staff cost of 9.5% is not in tandem with the
decline in revenue of approximately 23.3%;
(vi) lower depreciation (decreased from approximately S$3.0 million in FY2012 to approximately
S$2.7 million in FY2013),
(vii) lower foreign exchange differences and net hedging premium (decreased from a loss of
approximately S$1.3 million in FY2012 to a loss of approximately S$150 thousand in
FY2013) .
Overall, the Group registered loss after tax attributable to owners of the Company of approximately
S$29.7 million in FY2013, which is slightly higher than the loss after tax attributable to equity
holders of the Company of approximately S$29.6 million recorded in FY2012.
We wish to highlight that the Group recorded loss after tax attributable to owners of the Company
of approximately S$17.1 million in 4Q2013, which accounted for approximately 57.6% of the loss
after tax attributable to equity holders of the Company for FY2013 and is substantially higher than
the loss after tax attributable to owners of the Company of approximately S$6.4 million in 4Q2012.
We note that the MSO rose by approximately S$11.1 million or 75.0% from S$14.8 million in the
fourth quarter of FY2012 (“4Q2012”) to S$25.9 million in fourth quarter of FY2013 (“4Q2013”). The
significant increase of MSO in 4Q2013 as compared to 4Q2012 was mainly due to higher costs
arising from (a) revisions to certain project budgets to reflect current pricing and specification
changes, (b) provision for liquidated claims by customers despite negotiations are on-going, and (c)
amount due to on-going negotiations on certain projects for variation orders and prolongation
claims being lower than what was expected. In addition, the other operating expenses rose from
approximately S$1.8 million in 4Q2012 to approximately S$4.1 million in 4Q2013 due to allowance
for doubtful receivables of approximately S$0.9 million (4Q2012: nil), bad debts written off of
approximately S$0.8 million (4Q2012: S$56 thousand), and bank charges and professional fees
incurred in setting up a loan facility in November 2013. We note that subsequent to the
announcement of the results of the Company for 4Q2012, the financial statements for the Group
A-40
has since been audited and that the audited financial statements of the Group, save as disclosed
therein or in the Circular or as disclosed to us, does not contain any qualifications or notes or
disclaimer or emphasis or mention of any differences in opinion or judgement on any of the
amounts for assets, liabilities, revenues, income or cost or expenses (accrued or otherwise) as
stated in the audited financial statements.
We note from representations and confirmations for Directors that save as disclosed in the audited
financial statements or in the Circular or our Letter, the accounting policies for the Group for
preparation of the audited financial statements for FY2013 has been consistent with acceptable
general accounting policies and standards in Singapore.
In FY2013, both baggage handling systems and ground support equipment segments reported
segment loss before tax of approximately S$28.3 million and S$1.4 million respectively. In FY2012,
the baggage handling systems segment reported a segment loss before tax of approximately
S$29.8 million, while the ground support equipment segment reported a minimal segment profit
before tax of approximately S$100 thousand.
We understand from the Directors, the decline in business activities in FY2012 and further
deterioration in FY2013 was mainly due to the Group’s weak working capital position and its
inability in providing performance guarantees for certain overseas projects which required
significant amount of financial guarantee and resulted in inability to participate in biddings for
certain projects and to compete in the international projects. The Directors have also represented
that the Group’s operating environment is expected to remain very challenging in view of intense
market competition in the aviation logistics industry, which had impacted tender pricing and project
margins.
FY2012 vs. FY2011

The Group’s revenue declined by approximately S$66.5 million or 50.3% from approximately
S$132.2 million in FY2011 to approximately S$65.7 million in FY2012, due mainly to decrease in
revenue recognised from construction contracts for baggage handling systems and was partially
offset by contribution from the ground support equipment segment with a revenue of approximately
S$8.8 million (FY2011: nil). The total revenue from construction contract for baggage handling
systems decreased by approximately S$75.3 million or 56.9% from approximately S$132.2 million
in FY2011 to approximately S$56.9 million in FY2012.
In FY2011, the Baggage Handling Systems segment recorded revenue of S$132.2 million which
was contributed by several major projects, including Mumbai International Airport (India), Changi
International Airport (Singapore), Tocumen International Airport (Panama), Queen Alia International
Airport (Jordan), New Doha International Airport (Qatar), Winnipeg James Armstrong Richardson
International Airport (Canada) and Nay Pyi Taw International Airport (Myanmar). Of the
abovementioned projects, the projects with Winnipeg James Armstrong International Airport
(Canada) and Nay Pi Taw International Airport (Myanmar) were successfully completed in FY2011.
In FY2012, the Pteris Group continued to recognise revenue from the other major projects above
which had not been completed, as well as some new but smaller projects, including Hangzhou
Xiaoshan Airport (China) and Hambantota International Airport (Sri Lanka).
However, challenges presented by a volatile global economy, intense competition and a soft
business environment resulted in limited business opportunities in FY2012. In addition, the Pteris
Group also encountered operational issues arising from unforeseeable delays for two (2) projects in
the Middle East and a key project in India which had an adverse impact on its revenue and net
profit in FY2012.
A-41
segments for FY2012 and FY2011 are as follows:
Revenue FY2012 FY2011

S$’000 % S$’000 %
Baggage Handling Systems 56,915 86.7 132,179 100
Ground Support Equipment 8,759 13.3 – –
Total 65,674 100.0 132,179 100
FY2012 FY2011
S$’000 % S$’000 %
Singapore 37,794 57.6 102,871 77.8
Malaysia 37 0.1 130 0.1
China 23,741 36.1 20,332 15.4
India 4,102 6.2 8,296 6.3
United States of America – – 550 0.4
Total 65,674 100.0 132,179 100.0
We understand from the Directors and Management that the Group encountered major delays to
its key projects in the Middle East of which it was contractually entitled to claims and
compensations. The Group had since continued to pursue vigorously its contractual entitlements
under the projects. Subsequently on 6 February 2013, the Group commenced legal and arbitration
proceedings against Crisplant A/S for breach of contract, failure to pay the Company for certified
and approved progress payments and variation orders, claims for prolongation delays, claims for all
sums paid under the Performance Guarantee as well as claims for loss and damages. As at the
Latest Practicable Date, we understand from the Directors that the Group is unable to ascertain the
outcome for the claim.
MSO decreased by approximately S$35.5 million or 36.5% from approximately S$97.3 million in
FY2011 to approximately S$61.8 million in FY2012.
The breakdown of the Pteris Group’s MSO during the period under review is set out as follows:
MSO FY2012 FY2011

S$’000 % S$’000 %
Baggage Handling Systems 54,204 87.7 97,323 100
Ground Support Equipment 7,601 12.3 – –
Total 61,805 100 97,323 100
A-42
Revenue less MSO decreased by approximately 88.9% from approximately S$34.9 million in
FY2011 to approximately S$3.9 million in FY2012 with the revenue less MSO margin declining
from approximately 26.4% in FY2011 to approximately 5.9% in FY2012. For the Baggage Handling
Systems segment, MSO as a percentage of revenue increased from 73.6% for FY2011 to 95.2%
for FY2012, due mainly to provision for foreseeable losses resulting from the delay of three (3) key
projects in Middle East and India. As it is uncertain as to when negotiations with respect to
contractual claims for delays and associated prolongation costs will be finalised, provisions were
made with respect to these cost over-runs.
The Group’s recorded loss before taxation of approximately S$29.7 million for FY2012 as
compared to profit before taxation of approximately S$0.9 million in FY2011, which was resulted
from:
(i) substantial decrease in revenue of approximately S$66.5 million coupled with significant
contraction in revenue less MSO margin;
(ii) cost relating to foreign exchange differences and net hedging premium of approximately
S$1.3 million (FY2011: income from foreign exchange differences and net hedging premium
of approximately S$0.5 million) which was attributable to the marked to market losses arising
from the foreign exchange forward contracts, mainly denominated in USD and other USD-
pegged currencies such as United Arab Emirates Dirham and Qatar Riyals, which the Group
entered into;
(iii) increases in depreciation and finance expenses of approximately S$52 thousands and
S$148 thousand respectively;
(iv) decrease in staff costs of approximately S$1.2 million or 5.2% (due to project completions
and decreased business activities resulting in decline in headcounts from 860 in FY2011 to
820 in FY2012). We note that the decline in staff costs of approximately 5.2% in FY2012 is
not in tandem with the decline in revenue of approximately 50.3%;
(v) decrease in other operating expenses from approximately S$9.2 million in FY2011 to
approximately S$8.6 million mainly due to a decrease in selling and promotional expenses.
In FY2011, the Group incurred significant business development expenses as part of its
plans to expand the geographical coverage of its customer base. We note that the decline in
other operating expenses of approximately 6.4% in FY2012 is not in tandem with the decline
in revenue of approximately 50.3% ; and
(vi) increase in other income of approximately S$0.7 million (mainly attributable to rental revenue
of approximately S$1.7 million from leasing out part of the Singapore factory to a third party
with effect from June 2012).
The Group reported a net loss after taxation attributable to owners of the Company of
approximately S$29.6 million for FY2012 which is significantly lower as compared to a net profit
after taxation of approximately S$0.4 million for FY2011.
In FY2012, the baggage handling systems segment reported a segment loss before tax of
approximately S$29.8 million (FY2011: a segment profit before tax of approximately S$0.8 million),
while the ground support equipment segment reported a minimal segment profit before tax of
approximately S$100 thousand (FY2011: nil).
A-43
The following table summarises the revenue less MSO, profit/ (loss) before and after tax margins
for the Group:-
Unaudited Unaudited Audited Audited Audited

Profitability Margins 1Q2014 1Q2013 FY2013 FY2012 FY2011
Revenue less MSO margin 11.8% 19.4% 0.2% 5.9% 26.4%
Profit/(Loss) before tax margin (38.9)% (31.4)% (59.1)% (45.2)% 0.6%
Profit/(Loss) after tax margin (39.5)% (32.1)% (59.0)% (45.0)% 0.3%
From the table above, we note that revenue less MSO margin deteriorated significantly from
FY2011 to FY2013. The Group’s revenue less MSO margin was only 0.2% in FY2013. The Group’s
revenue less MSO margin of approximately 11.8% in 1Q2014 was lower than approximately 19.4%
in 1Q2014.
Profit before and after tax margins turned into negative regions in both FY2012, FY2013 and
1Q2014 due to significant losses incurred by the Group during the said periods.
Order book
The following table summarises the movements of the order book for the Group:-
Figures are in S$’ 000 FY2013 FY2012 FY2011
Beginning balance 86,984 78,860 164,475
New order secured 46,255 73,807 41,831
Completed (45,333) (59,635) (128,535)
Exchange rate difference 5,204 (6,048) 1,089
End balance (a+b-c+d) 93,110 86,984 78,860
Notes: The figures and computation above are provided by the Management and subject to rounding
The Group’s order book amounted to approximately S$93.1 million as at 31 December 2013 (of
which approximately S$63.3 million is expected to be fulfilled in FY2014 and the remaining order
book of S$29.8 million is expected to be fulfilled in FY2015 and onwards), which is approximately
1.8 times of the Group’s revenue in FY2013 or approximately 1.1 times of the Group’s average
revenue in FY2011 – FY2013. The Management has represented that the Group did not secure
any significant orders during January to the Latest Practicable Date and its order book declined to
approximately S$78.5 million as at the Latest Practicable Date (of which approximately S$57.6
million is expected to be fulfilled in FY2014 and the remaining order book of S$20.9 million is
expected to be fulfilled in FY2015 and onwards). We understand from the Directors that the
average project duration for the Group is approximately 24 months. The Group’s order book of
approximately S$78.5 million as at the Latest Practicable Date is approximately 1.6 times the
Group’s revenue in FY2013 or approximately 0.9 time of the Group’s average revenue for FY2011 –
FY2013.
From the table above, we note that the Group’s completed orders have been declining for the
period from FY2011 to FY2012. Meanwhile, the new orders secured by the Group increased from
approximately S$41.8 million in FY2011 to approximately S$73.8 million in FY2012 and
subsequently declined to approximately S$46.3 million in FY2013. The declines in the Group
revenue for the period FY2011 to FY2013 appear to be attributed to the decline in completed
A-44
orders during FY2012 and FY2013. We note that for FY2012 and FY2013, MSO margin declined
despite the completion of the orders.
Review of financial positions
Consolidated Statement of Financial Position
Unaudited Audited Audited Audited

Figures in S$’000 1Q2014 FY2013 FY2012 FY2011
Non-current assets 28,867 29,349 32,010 32,962
Current assets 78,995 89,012 98,291 130,424
Total assets 107,862 118,361 130,301 163,386
Non-current liabilities 433 448 709 1,921
Current liabilities 76,879 82,383 64,334 77,168
Total liabilities 77,312 82,831 65,043 79,089
Total borrowings 52,513 52,203 35,202 45,981
Equity attributable to shareholders 30,550 35,530 65,258 84,297
Net working capital 2,116 6,629 33,957 53,256
In general, the Group’s total assets have been declining during the period under review mainly due
to the decline in its current assets (in particular declines in both contract work in progress and
trade receivables). This was attributable to the slowdown of the Group’s business activities as
demonstrated by the declines in the revenue during the period reviewed. Meanwhile, the Group
total liabilities have increased during FY2013 as compared to FY2012 attributable mainly to the
higher borrowings. The Group’s total liabilities declined as at 1Q2014 as compared to FY2013 due
to lower trade and other payables and excess of progress billings over contract work-in-progress
which was partially offset by increases in borrowings and provisions. The Group’s shareholders
equity deteriorated from approximately S$84.3 million as at the end of FY2011 to approximately
S$35.5 million as at the end of FY2013 due to the substantial losses incurred in both FY2012 and
FY2013 which was partially offset by a placement of new Shares undertaken by the Group during
FY2012 (with gross proceeds of approximately S$10.7 million). The Group’s shareholders equity
declined further to approximately S$30.6 million as at the end of 1Q2014 due to the loss incurred
during the period. The net working capital of the Group remained positive during the period
reviewed but deteriorated from approximately S$53.3 million as at the end of FY2011 to
approximately S$6.6 million as at the end of FY2013, and approximately S$2.1 million as at the
end of 1Q2014. We note that the Group’s reliance on the external debt to finance its operations has
heightened during the period reviewed with dwindling shareholders’ equity position and losses
incurred.
1Q2014 vs. FY2013

Assets
The Group’s total assets decreased by approximately S$10.5 million or 8.9% from approximately
S$118.4 million as at 31 December 2013 to approximately S$107.9 million as at 31 March 2014.
Non-current assets (consist of property, plant and equipment, intangible assets, other financial
assets and deferred tax assets) declined by approximately S$0.5 million or 1.6% from
approximately S$29.3 million as at 31 December 2013 to approximately S$28.9 million as at 31
March 2014. The decline in non-current assets was solely attributable to decline in property, plant
A-45
and equipment of approximately S$0.5 million as a result of depreciation which was partially offset
by purchase of property, plant and equipment. Current assets (comprising inventories, contract
work in progress, trade and other receivables, other financial assets, and cash and cash
equivalents) amounted to approximately S$79.0 million as at 31 March 2014, representing a
decline of approximately S$10.0 million or 11.3% as compared to FY2013. The decline in current
assets was mainly due to decrease in contract work in progress of approximately S$10.0 million,
decrease in inventories of approximately S$159 thousand, and decrease in cash and cash
equivalents of approximately S$1.8 million, and was partially offset by the increase in trade and
other receivables of approximately S$2.0 million.
The inventories and contract work in progress turnover1 was 248 days for 1Q2014 (on annualised
basis) as compared to 295 days for FY2013. The trade and other receivables of approximately
S$29.6 million as at 31 March 2014 (FY2013: S$27.5 million) comprised trade receivables of
approximately S$16.9 million (FY2013: S$13.3 million) and other receivables of approximately
S$12.7 million (FY2013: S$14.2 million). We note that the annualised trade receivables turnover
was 121 days for 1Q2014 as compared to 97 days for FY2013.
The decrease in cash and cash equivalent from approximately S$20.8 million as at 31 December
2013 to approximately S$19.0 million as at 31 March 2014 was due mainly to the net cash flows
used in operating activities of approximately S$2.4 million in 1Q2014 (resulted mainly from the
operating loss before working capital changes of approximately S$4.4 million, increase in trade and
other receivables of approximately S$2.0 million, decrease in trade and other payables of
approximately S$3.5 million which was partially offset by declines in inventories and contract work-
in-progress of approximately S$7.9 million) and was partially offset by:
(i) Net cash flow from investing activities of approximately S$0.5 million (resulted mainly from
rental income received of approximately S$0.7 million and was partially offset by purchase of
property, plant and equipment of approximately S$0.2 million); and
(ii) Net cash flow from financing activities of approximately S$1.5 million arising mainly from the
decline in cash pledged.
Liabilities
The Group’s total liabilities decreased by approximately S$5.5 million or 6.7% from approximately
S$82.8 million as at 31 December 2013 to approximately S$77.3 million as at 31 March 2014. Non-
current liabilities (consist of deferred tax liabilities and loans and borrowings) remained relatively
constant at S$0.4 million for both 1Q2014 and FY2013.
Current liabilities comprise trade and other payables, excess of progress billing over contract work
in progress, loans and borrowings, provisions, and provisions for taxation. As at 31 March 2014,
the Group reported current liabilities of approximately S$76.9 million, representing a decrease of
approximately S$5.5 million as compared to as at the end of FY2013. The decrease was mainly
attributable to the declines in trade and other payables of approximately S$3.5 million, excess of
progress billings over contract work-in-progress of approximately S$2.3 million, and provision for
taxation of approximately S$142 thousand, and was partially offset by increases in loans and
borrowings of approximately S$325 thousand and provisions of approximately S$114 thousand.
The trade and other payables of approximately S$15.1 million as at 31 March 2014 (FY2013:
S$18.6 million) comprised trade payables of approximately S$7.1 million (FY2013: S$9.9 million)
and other payable of approximately S$8.0 million (FY2013: S$8.7 million). We note that the trade
payables turnover was 58 days and 72 days for 1Q2014 and FY2013 respectively.
1 Inventories and contract work in progress turnover is computed as follow: 365 x (inventories+contract work in
progress)/MSO). For 1Q2014, the figure has been annualised.
A-46
The provisions of approximately S$4.1 million as at 31 March 2014 (FY2013: S$4.0 million)
comprised provisions of warranties of approximately S$2.6 million (FY2013: S$2.5 million) and
provisions for liquidated damages of approximately S$1.5 million (FY2013: S$1.5 million).
We note that the Group’s net working capital remained positive but decreased substantially from
March 2014. The decrease in net working capital as at 31 March 2014 was resulted from the
decline in total current assets of approximately S$10.0 million and was partially offset by the
decline in total current liabilities of approximately S$5.5 million. Likewise, the Group’s current ratio
declined from approximately 1.1 times as at 31 December 2013 to approximately 1.0 time as at 31
March 2014. We also note that the Group reported negative cash flow from operating activities of
approximately S$2.4 million in 1Q2014.
The Group’s total equity declined from approximately S$35.5 million as at 31 December 2013 to
approximately S$30.6 million as at 31 March 2014 mainly due to the loss incurred in 1Q2014. As a
result of the decline in the shareholders’ equity and a slight increase in total borrowings, the
Group’s gearing ratio as implied by total debt over shareholders’ equity has increased from 1.5
times as at 31 December 2013 to 1.7 times as at 31 March 2014.
FY2013 vs. FY2012

Assets
S$130.3 million as at 31 December 2012 to approximately S$118.4 million as at 31 December
2013. Non-current assets (consist of property, plant and equipment, intangible assets, other
financial assets and deferred tax assets) declined by approximately S$2.7 million or 8.3% from
December 2013. The decline in non-current assets was mainly attributable to decline in property,
plant and equipment of approximately S$2.7 million as a result of depreciation. Current assets
(comprising inventories, contract work in progress, trade and other receivables, other financial
assets, and cash and cash equivalents) amounted to approximately S$89.0 million, representing a
decline of approximately S$9.3 million or 9.4% as compared to the previous financial year. The
decline in current assets was mainly due to decrease in contract work in progress of approximately
S$11.2 million, decrease in inventories of approximately S$1.6 million, and decrease in trade and
other receivables of approximately S$3.1 million, and was partially offset by the increase in cash
and cash equivalent of approximately S$6.7 million.
The inventories and contract work in progress turnover was 295 days for FY2013 as compared to
315 days for FY2012. The trade and other receivables of approximately S$27.5 million as at 31
December 2013 (FY2012: S$30.7 million) comprised trade receivables of approximately S$13.3
million (FY2012: S$17.5 million) and other receivables of approximately S$14.2 million (FY2012:
S$13.2 million). We note that the trade receivables turnover was 97 days for both FY2013 and
FY2012.
The ageing of trade and other receivables (excluding prepayments) are as follow:
Figures in S$’000 As at 31 December 2013 As at 31 December 2012
Not past due 13,831 16,691
Past due 0-30 days 546 1,546
Past due 31-120 days 1,435 1,730
More than 120 days past due 9,616 8,726
Total 25,428 28,693
A-47
The increase in cash and cash equivalents from approximately S$14.1 million as at 31 December
2012 to approximately S$20.8 million as at 31 December 2013 was due mainly to:
(i) Net cash flows from financing activities of approximately S$12.1 million in FY2013 (resulted
from proceeds from bank loans of approximately S$17.6 million and was partially offset by
interest paid of approximately S$1.0 million, repayment of bank loans and finance lease
liabilities of approximately S$1.0 million, and cash and deposits pledged of approximately
S$3.6 million);
(ii) Net cash flows from investing activities of approximately S$2.6 million in FY2013 (resulted
from rental income received of approximately S$2.8 million, dividends and interest received
of approximately S$118 thousand, proceeds from sale of property, plant and equipment of
approximately S$9 thousand and was partially offset by the purchase of property, plant and
equipment of approximately S$364 thousand);
and was partially offset by the net cash flows used in operating activities of approximately S$11.6
million. We note that the net cashflows from borrowings less repayments of approximately S$16.8
million together with other cash inflows/outflows as described above, had resulted in a net increase
in cash and cash equivalents of approximately S$3.2 million with cash and cash equivalents as at
31 December 2013 being approximately S$17.2 million, the difference between cash and cash
equivalent on the statements of financial position of the Company and cash and cash equivalents
as at end of year on the consolidated statement of cash flows is approximately S$3.6 million. The
difference in cash and cash equivalents between statement of financial position and consolidated
statement of cash flow was reconciled in Note 13 to the financial statements of the Group.
Liabilities
The Group’s total liabilities increased by approximately S$17.8 million or 27.3% from approximately
S$65.0 million as at 31 December 2012 to approximately S$82.8 million as at 31 December 2013.
Non-current liabilities (consist of deferred tax liabilities and loans and borrowings) decreased by
approximately S$0.3 million or 36.8% from approximately S$0.7 million as at 31 December 2012 to
approximately S$0.4 million as at 31 December 2013.
Current liabilities comprise trade and other payables, excess of progress billing over contract work
in progress, loans and borrowings, provisions, and provisions for taxation. As at 31 December
2013, the Group reported current liabilities of approximately S$82.4 million, representing an
increase of approximately S$18.0 million as compared to FY2012. The increase was mainly
attributable to the increase in loans and borrowings of approximately S$17.1 million, increase in
excess of progress billings over contract work in progress of approximately S$1.2 million, increase
in provision of approximately S$0.6 million, and was partially offset by a decline in trade and other
payables of approximately S$0.8 million and a decline in provision for taxation of approximately
S$28 thousand.
The trade and other payables of approximately S$18.6 million as at 31 December 2013 (FY2012:
and other payables of approximately S$8.7 million (FY2012: S$10.1 million). We note that the trade
payables turnover was 72 days and 55 days for FY2013 and FY2012 respectively.
The provisions of approximately S$4.0 million as at 31 December 2013 (FY2012: S$3.4 million)
provisions for liquidated damages of approximately S$1.5 million (FY2012: S$0.9 million). We note
that in FY2013, the provisions were approximately 7.9% of the Group’s revenue (FY2012: 5.1%).
We note that the Group’s net working capital remained positive but decreased substantially from
December 2013. The decrease in net working capital as at 31 December 2013 was resulted from
the decline in total current assets of approximately S$9.3 million and increase in total current
A-48
liabilities of approximately S$18.0 million. Likewise, the Group’s current ratio declined from
approximately 1.5 times as at 31 December 2012 to approximately 1.1 times as at 31 December
2013. We also note that the Group reported negative cash flow from operating activities of
approximately S$11.6 million in FY2013 (a positive cash flow of approximately S$3.8 million in
FY2012).
The Group’s total equity declined from approximately S$65.3 million as at 31 December 2012 to
approximately S$35.5 million as at 31 December 2013 mainly due to the loss incurred in FY2013.
We wish to highlight that the Group’s total equity of approximately S$35.5 million is approximately
1.2 times of the Group’s loss after tax of approximately S$29.7 million in FY2013. In the event that
the Group continued to record loss with the same magnitude as FY2013, the shareholders’ equity
of the Group may become negative in the next 1 to 2 years. The Directors have represented that
certain suppliers of the Group have recently demand for shorter or without credit terms and the
insurance company has requested for full coverage (100%) for the Group’s overseas projects
exposure (as compared to 50% coverage previously).
As a result of the increase in total borrowings of approximately S$17.0 million, the Group’s gearing
as implied by total debt over shareholders’ equity has increased from 0.5 time as at 31 December
2012 to 1.5 times as at 31 December 2013. Further, as set out in the AR2013, as at the end of
FY2013, the Group has breached certain bank covenants in relation to the loans from its principal
bankers. The Group did not fulfil the requirement to maintain a tangible net worth of no less than
S$40 million at all times. Due to this breach of the covenant clause, the banks are contractually
entitled to request immediate repayment of the outstanding loan amount of $52,088,000, and
banker’s guarantees, performance bonds, and/or bid bonds in aggregate amount to approximately
S$30.0 million. There is no impact to the classification of the loan, and the outstanding balance is
presented as a current liability as at 31 December 2013. Management has been in negotiations
with the banks, and in February 2014, obtained waiver for the breach, effective up till December
2013. We understand from the Management that the lenders had unanimously agreed on 17 April
2014 to issue a waiver (the “Waiver”) on the Group’s ongoing breach of the minimum tangible net
worth financial covenant, deemed effective as at 1 January 2014 until the earlier of 31 August 2014
or the date on which the Proposed Acquisition becomes effective (“Proposed Acquisition
Completion Date”) , but subject to the following:
(a) as a condition precedent for this waiver to become effective – receipt by the banks of the
executed financial support undertaking provided by CIMC to the Company; and
(b) as an ongoing requirement for this waiver to remain effective – the Company’s board of
directors to remain substantially unchanged until completion of the Proposed Acquisition.
(collectively, referred as “Waiver Conditions”).
As at the Latest Practicable Date, the above Waiver Conditions have been fulfilled.
As at the Latest Practicable Date, the Directors have represented and confirmed that the banks
have not requested for any repayment of the loans.
FY2012 vs. FY2011

Assets
S$163.4 million as at the end of FY2011 to approximately S$130.3 million as at the end of FY2012.
As at 31 December 2012, non-current assets declined by S$1.0 million or 2.9% from approximately
S$33.0 million as at the end of FY2011 to approximately S$32.0 million as at the end of FY2012.
The decline in non-current assets was mainly attributable to decline in property, plant and
equipment of approximately S$2.6 million and was partially offset by increase in intangible asset of
approximately S$1.4 million and deferred tax assets of approximately S$0.2 million.
A-49
As at 31 December 2012, the total current assets was approximately S$98.3 million, which
represents a decline of approximately S$32.1 million or 24.6% from FY2011. The decline was
mainly due to decreases in contract work in progress of approximately S$18.1 million, trade and
other receivables of approximately S$16.7 million and other financial assets of approximately S$1.0
million. The decline in current assets was partially offset by the increase in inventories of
approximately S$1.9 million and increase in cash at bank and on hand of approximately S$1.7
million.
The inventories and contract work in progress turnover was 315 days for FY2012 as compared to
261 days for FY2011. The trade and other receivables of approximately S$30.7 million as at 31
December 2012 (FY2011: S$47.4 million) comprised trade receivables of approximately S$17.5
million (FY2011: S$33.0 million) and other receivables of approximately S$13.2 million (FY2011:
S$14.4 million). We note that the trade receivables turnover was 97 days and 91 days for FY2012
and FY2011 respectively.
Figures in S$’000 As at 31 December 2012 As at 31 December 2011
Not past due 16,691 28,132
Past due 0-30 days 1,546 11,163
Past due 31-120 days 1,730 3,565
More than 120 days past due 8,726 2,503
Total 28,693 45,363
The increase in cash and cash equivalent from approximately S$12.4 million as at 31 December
2011 to approximately S$14.1 million as at 31 December 2012 was due mainly to net cash flows
from operating activities of approximately S$3.8 million in FY2012, which was partially offset by:
(i) Net cash flows used in investing activities of approximately S$1.8 million in FY2012 (resulted
from rental income received of approximately S$1.7 million, dividends and interest received
of approximately S$123 thousand, proceeds from sale of property, plant and equipment of
approximately S$115 thousand and was partially offset by the purchase of property, plant
and equipment of approximately S$604 thousand and acquisition of subsidiary (net of cash
acquired) of approximately S$3.1 million); and
(ii) Net cash flows used in financing activities of approximately S$7 thousand in FY2012
(resulted from interest paid of approximately S$1.1 million, repayments of bank loan of
approximately S$9.4 million, repayment of finance lease liabilities of approximately S$149
thousand, and was partially offset by net proceeds from issuance of new Shares of
approximately S$10.7 million).
Liabilities
The Group’s total liabilities decreased by approximately S$14.0 million or 17.8% from
approximately S$79.1 million as at the end of FY2011 to approximately S$65.0 million as at the
end of FY2012. Non-current liabilities decreased by approximately S$1.2 million or 63.1% mainly
due to decrease in financial liabilities of approximately S$1.3 million that was partially offset by
increase in deferred tax liabilities by approximately S$38 thousands.
As at 31 December 2012, the Group reported current liabilities of approximately S$64.3 million, a
decrease of approximately S$12.8 million from FY2011. The decrease was mainly attributable to
the decreases in trade and other payable by approximately S$0.9 million, excess of progress billing
A-50
over contract work in progress of approximately S$1.1 million, financial liabilities of approximately
S$9.5 million, provisions of approximately S$1.1 million and provision for taxation of approximately
S$92 thousands.
The trade and other payables of approximately S$19.4 million as at 31 December 2012 (FY2011:
and other payables of approximately S$10.1 million (FY2011: S$4.8 million). We note that the trade
The provisions of approximately S$3.4 million as at 31 December 2012 (FY2011: S$4.5 million)
provisions for liquidated damages of approximately S$0.9 million (FY2011: S$1.2 million). We note
that in FY2012, the provisions were approximately 5.1% of the Group’s revenue (FY2011: 3.4%).
We note that the Group’s net working capital decreased by approximately S$19.3 million or 36.2%
from approximately S$53.3 million as at 31 December 2011 to approximately S$34.0 million as at
31 December 2012. The decrease in net working capital was mainly attributable to the decline in
total current assets of approximately S$32.1 million and was partially offset by the decrease in
current liabilities of approximately S$12.8 million. As a result the Group’s current ratio declined from
1.7 times as at 31 December 2011 to 1.5 times as at 31 December 2012. We note that the Group
reported a positive cash flow from operating activities of approximately S$3.8 million for the
financial year ended 31 December 2012, this represents an increase in cash flow from operating
activities for the same period in prior year by approximately S$5.5 million mainly attributable to
improved cash management in working capitals.
Debt Burden and the Group’s reliance on support from the CIMC Group
We understand from our discussion with Directors and one of the Group’s lenders in October 2013
(whose discussion was based on consent from the lender and the Company) that all the Group’s
lenders had a meeting on a proposed standstill agreement. There was an informal standstill in
existence, all lenders have frozen their credit facilities for the Group and no further drawdown on
those facilities were allowed. In addition, all the lenders were not prepared to extend to the Group
any additional banker’s guarantee or financing for any project. We further understand that for the
Group’s projects in both Oklahoma and Charlotte (which were secured in June 2013 and June
2012 respectively), the bankers guarantees of approximately US$20.7 million in aggregate, were
provided with assistance from CIMC by China International Marine Containers (Group) Ltd’s banker
which in turn being guaranteed by CIMC Tianda corporate guarantee. Lastly, we understand that
prior of the execution of the Facility Agreement (defined below) there had been pressures and
requests from two of the Group’s lenders for immediate settlement of all outstanding borrowings, to
freeze the their banking facilities and the only reason that lenders did not demand or enforce
repayment prior to the execution of the Facility Agreement was the Proposed Acquisition, which
may have been premised on, inter-alia the completion of the Proposed Acquisition.
The Directors have represented that certain suppliers of the Group have recently demand for
shorter or without credit terms and the insurance company has requested for full coverage (100%)
for the Group’s overseas projects exposure (as compared to 50% coverage previously).
On 27 November 2013, the Group announced that it had, on the same date, entered into, inter alia,
a facility agreement (the “Facility Agreement”) in relation to a loan facility of up to S$52 million
(the “Facility”). The Facility is currently being secured by a mortgage against, inter alia, the Group’s
leasehold building in Singapore and a debenture over the assets of the Group. We understand from
the Management and Directors that the Facility was arranged by CIMC’s bankers and that
proceeds from the Facility was used to refinance the Group’s existing credit facilities (approximately
S$40.1 million as at 30 September 2013) and the balance for working capital purposes.
A-51
Directors and Management have represented that under the terms of the Facility Agreement, the
Company has undertaken, inter alia, the following:-
(a) To ensure that it obtains the approval of its Shareholders in respect of its entry into CIMC
SPA and its performance of the transactions contemplated thereby (including, for the
avoidance of doubt, the completion of the Proposed Acquisition) on or prior to 31 July 2014.
(b) To ensure that the date on which the Proposed Acquisition becomes effective occurs on or
prior to 31 August 2014.
Further, under the terms of the Facility Agreement, the event of default is deemed to occur upon,
inter alia, the followings:-
(a) In relation to the CIMC SPA:
(i) It is or becomes unlawful for any party thereto to perform any of its obligations under
the CIMC SPA.
(ii) Any party thereto repudiates the CIMC SPA or evidences an intention to repudiate the
CIMC SPA.
(iii) Any party thereto fails to perform or comply with any of the obligations assumed by it
in the CIMC SPA.
(b) In relation to the ownership of the Company
(i) Prior to the date on which the Proposed Acquisition becomes effective, CIMC Group
ceases to own at least 14.99% of the issued Share capital of the Company (directly or
indirectly).
(ii) On and following the Proposed Acquisition Completion Date:
– CIMC Group ceases to own at least 45% of the issued Share capital of the
Company (directly or indirectly); or
– the Company ceases to be a subsidiary of CIMC Group and CIMC (directly or

indirectly).
In view of the above and based on the representation from the Directors and the Management, in
the event that the Proposed Acquisition lapses or is terminated or is aborted, there may be an
event or potential event of default and hence, the lenders for the Facility may contractually be
entitled to request for an immediate settlement of all outstanding amount of the Facility (which is
approximately S$52.0 million as at 31 December 2013 and as at 31 March 2014.
Given the Group’s current weak financial performance with losses and negative net cash flow from
operations, its ability to repay the Facility from its normal course of business, in the event of default,
is highly uncertain. Notwithstanding this we understand from the Directors that the lenders for the
Facility are secured on properties of the Group and the market valuation of the properties is
approximately S$59.0 million. We note that as at 31 March 2014, the Group’s cash and cash
equivalents of approximately S$19.0 million, market value of pledged or secured properties of
approximately S$59.0 million, trade and other receivables (other than prepayments) of
approximately S$27.1 million significantly exceeds the aggregate amount of loans and borrowings
as well as lease liabilities of approximately S$52.5 million and contingent liabilities (after deducting
any amounts arising from the Facility) of approximately S$30.0 million relating to banker’s
guarantees, performance bonds, and bid bonds. The Directors have confirmed and represented
that in the event of liquidation of the Group, there will be significant costs incurred including but not
limited to liquidated damages, additional costs to complete outstanding contracts (to be considered
A-52
in conjunction with the Group’s unexecuted order book of approximately S$78.5 million as at the
Latest Practicable Date) as well as the high likelihood that the outstanding performance bonds of
approximately US$41.4 million and bankers’ guarantees of approximately S$30.2 million for the
outstanding contracts will be called upon. Hence the Group’s NTA may be substantially reduced or
become negative when the aforementioned contingent liabilities materialise in the event of a
liquidation.
We note from a letter from CIMC dated 18 April 2014 and announced on SGX-ST by the Company
on the same date that CIMC will not take part in any further negotiations to change the terms of
the agreements.
We understand from the Management that the lenders had unanimously agreed on 17 April 2014
to issue a waiver on the Group’s ongoing breach of the minimum tangible net worth financial
covenant, deemed effective as at 1 January 2014 to the earlier of the date on which the Proposed
Acquisition becomes effective occurs or 31 August 2014, but subject to the following Waiver
Conditions:
(a) as a condition precedent for this waiver to become effective – receipt by the banks of a
scanned copy of the executed financial support undertaking provided by CIMC to the
Company; and
(b) as an ongoing requirement for this waiver to remain effective – the Company’s board of
directors to remain substantially unchanged until completion of the Proposed Acquisition.
As at the Latest Practicable Date, the Waiver Conditions have been fulfilled.
The Target Directors has represented that CIMC and the CIMC Group have, in a letter of comfort,
provided support of the Facility that inter-alia, they will take all necessary measures to ensure the
borrower (or the Company) maintains itself in a solvent condition at all times, and not take any
action which result in the Company being unable to meet its obligations to the lenders. The letter
further states that they as the largest shareholder of the Company, will take all necessary
measures including but not limited to facilitating the refinancing of the Facility in a timely manner to
ensure that the Facility is fully repaid by the final repayment date, in the event that the Company
cannot meet its obligations to the banks pursuant to the Facility. Whilst we understand that a
comfort letter may not be similar to an undertaking or a guarantee, it is generally accepted by many
financial institutions as a moral support provided for financing.
In addition, in connection with the Proposed CIMC Acquisition, CIMC has provided a letter of
undertaking to the Company dated 27 May 2014 for the provision of financial support by the CIMC
Group to the Pteris Group, the Tianda Group and/or the Enlarged Group (the “Financial Support
Undertaking”). Pursuant to the Financial Support Undertaking, the CIMC Group will, inter alia,
subject to compliance with the listing rules of the Hong Kong Stock Exchange and Shenzhen Stock
Exchange:
(a) on demand by the Audit Committee of the Enlarged Group, take any necessary measures,
including but not limited to procuring or extending financial support to the Enlarged Group in
the form of letter of comfort to financial institutions, parent company guarantee, loan or a
combination of the above to enable the Enlarged Group to continue to operate ad to fulfill all
its financial and operational obligations during the period commencing from the date of
completion of the Proposed Acquisition up to 12 months thereafter but only to the extent that
funds are not otherwise available to the Enlarged Group to meet such liabilities and subject
to the applicable laws, rules and regulations and government policies (including without
limitation, the listing rules of the Stock Exchange of Hong Kong and the Shenzhen Stock
Exchange);
A-53
(b) on demand by the Board of the Tianda Group, take any necessary measures including but
not limited to procuring or extending financial support to the Tianda Group, in the form of
capital injection, loans or a combination of both to enable the Tianda Group to continue to
operate and to fulfill all its financial and operational obligations during the period
commencing from the date of the Financial Support Undertaking up to the date of
completion of the Proposed CIMC Acquisition;
(c) subject to the listing rules of the Stock Exchange of Hong Kong and the Shenzhen Stock
Exchange, the CIMC Group will, on demand by the Board of Pteris, use its best endeavor to
provide financial assistance to the Pteris Group, for an amount of up to S$20 million, should
the Pteris Group be unable to obtain financing from financial institutions or third parties after
evidence of their exhibiting all reasonable efforts to secure external financing, to enable it to
continue to operate and to fulfill all its financial and operational obligations during the period
commencing from the date of the Financial Support Undertaking up to the date of
completion of the Proposed CIMC Acquisition. The financial assistance provided by CIMC to
the Pteris Group will be made on a best effort basis in the form of the following:
(i) provisions of letters of comfort, guarantees, or any other measures to procure

financing from financial institutions to the Pteris Group to enable it to continue to
operate and to fulfill all its financial and operational obligations during this said period;
and
(ii) direct financial assistance in the form of loans in the event that the financial assistance
under paragraph (i) is insufficient to enable the Pteris Group to continue to operate
and to fulfill all its financial and operational obligations during this said period.
In the event that the CIMC SPA is terminated, or the Proposed CIMC Acquisition does not
complete by the long stop date set out in the CIMC SPA or such further date as CIMC and
Pteris may agree in writing, CIMC will be entitled to withdraw the existing effective financial
assistance provided and under no obligation to continue any form of financial assistance to
the Pteris Group which had been rendered pursuant to this paragraph;
(d) acknowledge and agree that any loans advanced or procured by CIMC pursuant to the
Financial Support Undertaking would be extended at equivalent or lower interest rates and
relevant terms equivalent to or better than that which would have been extended to the
Enlarged Group, the Tianda Group or the Pteris Group respectively by unrelated third
parties, subject to the listing rules of the Stock Exchange of Hong Kong and the Shenzhen
Stock Exchange; and
(e) acknowledge and agree that subject to and upon completion of the Proposed CIMC
Acquisition, the early repayment of any loans advanced by CIMC to the Enlarged Group will
be subject to review by the Audit Committee of the Enlarged Group taking into account the
financial position and cash flow of the Enlarged Group and/or any other factors that may
potentially affect the financial position or cash flow of the Enlarged Group.
Based on the representations from the Directors and the Management, the Group’s continuing
operation and ability to continue as going concern is heavily dependent on the support provided by
the CIMC Group (for both past and future).
A-54
Emphasis of matter
We note that the AR2013 and the Independent Auditors’ report dated 2 April 2014 (“Independent
Auditors’ Report”) on the Group’s and Company’s financial statements for FY2013 contained an
emphasis of matter relating to, inter alia, the going concern assumption. The following paragraphs
as set out in italics below are extracted from the Independent Auditors’ Report (page 82 of the
AR2013) and note 2 and 34 to the audited financial statements of the Group for FY2013. We
recommend that Recommending Directors advise Shareholders to read this section of the AR2013
carefully:-
“Emphasis of matter
Without qualifying our opinion, we draw attention to Note 2 to the financial statements which
indicates that the financial statements have been prepared on a going concern basis
notwithstanding the continued net losses of $29,685,000 for the current year. The net losses
exceed the Group’s net current assets at 31 December 2013 of $6,629,000. The Company’s
remaining equity may not be sufficient to support its day-to-day operations.
Included in the Group’s and Company’s net current assets at 31 December 2013 is a revolving
credit facility of $52,000,000 (“Facility”) that is required to support the Company’s day-to-day
operations. In connection with the Proposed Transaction (see Note 34 for details), China
International Marine Containers (Group) Co., Ltd. (“CIMC”) and China International Marine
Containers (Hong Kong) Ltd (“CIMC-HK”) had undertaken, as the Company’s largest shareholders,
to ensure that the Facility is fully repaid by the repayment date of November 2014. The written
undertaking by CIMC-HK expires automatically when the Facility expires.
CIMC-HK’s continued support of the Group, and the continued availability of funds to support the
Company’s day-to-day operations, after expiry of the undertaking, will be decided subsequent to
the voting of an extraordinary general meeting of the Company that will determine the outcome of
the Proposed Transaction and which is to be held at a later date.
These conditions indicate the existence of a material uncertainty which may cast significant doubt
on the Company’s ability to continue as a going concern, and therefore, its ability to realise its
assets and discharge its liabilities in the normal course of business.”
Notes 2 and 34 to the financial statements are reproduced below.
“2. Going concern

The financial statements have been prepared on a going concern basis notwithstanding the
continued net losses of $29,685,000 for the current year. The net losses exceed the Group’s
net current assets at 31 December 2013 of $6,629,000. The Company’s remaining equity
may not be sufficient to support its day-to-day operations.
Included in the Group’s and Company’s net current assets at 31 December 2013 is a
revolving credit facility of $52,000,000 (“Facility”) that is required to support the Company’s
day-to-day operations. In connection with the Proposed Transaction (see Note 34 for details),
China International Marine Containers (Group) Co., Ltd. (“CIMC”) and China International
Marine Containers (Hong Kong) Ltd (“CIMC-HK”) had undertaken, as the Company’s largest
shareholders, to ensure that the Facility is fully repaid by the repayment date of November
2014. The written undertaking by CIMC-HK expires automatically when the Facility expires.
CIMC-HK’s continued support of the Group, and the continued availability of funds to support
the Company’s day-to-day operations, after expiry of the undertaking, will be decided
subsequent to the voting of an extraordinary general meeting of the Company that will
determine the outcome of the Proposed Transaction and which is to be held at a later date.
A-55
These conditions indicate the existence of a material uncertainty which may cast significant
doubt on the Company’s ability to continue as a going concern, and therefore, its ability to
realise its assets and discharge its liabilities in the normal course of business.
34. Proposed Reverse Takeover transaction

To tap into CIMC Group’s global supply chain network to access new business opportunities
across international markets and to capitalise on the financial strengths and facilities of the
CIMC Group, the Company had entered into a conditional sale and purchase agreement (the
“CIMC SPA”) with China International Marine Containers (Hong Kong) Ltd (“CIMC-HK”) (a
wholly-owned subsidiary of China International Marine Containers (Group) Ltd) on 29 July
2013 and a conditional sale and purchase agreement (the “Management Co SPA”) and a
share issuance agreement (the “Share Issuance Agreement”) with Shenzhen TGM Ltd. (the
“Management Co”) on 28 November 2013, in connection with the proposed acquisition by
the Company of the entire issued share capital of Shenzhen CIMC-Tianda Airport Support
Co., Ltd (the “Target”) by way of the allotment and issue of new shares of the Company (the
“Proposed Transaction”) to CIMC-HK and the Management Co. Following the completion of
the restructuring exercise (to be carried out by CIMC-HK) and the Proposed Transaction, the
issued share capital of the Target acquired by the Company from CIMC-HK shall be held via
a wholly-owned subsidiary, Techman (Hong Kong) Limited.
Pursuant to the above agreements, post-acquisition, it is expected that upon completion of

the Proposed Transaction, the collective deemed interest of the CIMC Group (being China
International Marine Containers (Group) Ltd and CIMC-HK) in the Company will be
approximately 51.37%. The Management Co’s direct interest in the Company will be
approximately 19.59%. The interests held are subject to adjustments pursuant to the
Proposed Share Consolidation and in the manner stated in the CIMC SPA or the Share
Issuance Agreement (as applicable).
The Proposed Transaction constitutes a “Reverse Takeover” transaction as defined in

Chapter 10 of the SGX-ST Listing Manual and will be subject to the approval of the
shareholders of the Company (the “Shareholders”) at an extraordinary general meeting to be
convened (the “EGM”) at a later date. In accordance with FRS 103: Business Combinations,
the Proposed Transaction will be accounted for as a reverse acquisition and CIMC-HK will be
deemed the acquirer of the Company.”
7.3.2 Financial performance and position of the Tianda Group

A summary of the audited consolidated financial statements of the Tianda Group for FY2013,
FY2012, and FY2011 are set out below and should be read in conjunction with the full text of the
Circular, including the “Audited Combined Financial Statements of the Tianda Group And its
Subsidiaries” and “Management Discussion and Analysis of Results of Operations and Financial
Condition of the Tianda Group” as set out in Appendix D of the Circular and the Letter to
Shareholders from the Directors of Shenzhen CIMC-Tianda Airport Support Ltd. in the Circular
respectively.
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Review of Financial Performance
Audited Audited Audited

Figures in RMB’000 FY2013 FY2012 FY2011
Revenue 857,894 754,314 565,364
MSO (542,013) (482,551) (326,620)
Revenue less MSO 315,881 271,763 238,744
Other income 13,686 17,199 6,772
Operating expenses (1) (241,692) (201,834) (190,494)
Finance expenses (4,395) (2,521) (1,125)
Profit after tax attributable to the owners of the company 70,919 73,133 45,152
Notes:
(1) Operating expenses include staff costs, depreciation, other operating expenses, and foreign exchange differences.
FY2013 vs. FY2012

The Tianda Group is principally engaged in the manufacture of (i) airport equipment, which
comprises passenger boarding bridges and ground support equipment; (ii) materials handling
systems; (iii) automated parking systems; and (iv) services and others. The main markets in which
the Tianda Group currently operates in are PRC, Asia, Europe, and South America.
In FY2013, the Tianda Group recorded revenue of approximately RMB857.9 million, which
represents an increase in revenue of approximately RMB103.6 million or 13.7% increase as
compared to RMB754.3 million in FY2012. The increase in revenue was mainly attributable to
higher contributions from the airport equipment segment, the material handling systems segment
and the services and others. The revenue from airport equipment increased by approximately
RMB76.0 million to approximately RMB701.8 million in FY2013 (due to an increase in projects
completed during the year, including major projects for Shenyang Taoxian International Airport,
Viracopos International Airport and Kuala Lumpur International Airport) while the revenue from
material handling systems increased by approximately RMB45.9 million to approximately RMB83.6
million in FY2013 (due to the continued strong growth in the domestic market arising from
emphasis on capital expenditures to increase productivity). The contribution from services and
others increased by approximately RMB1.1 million to approximately RMB35.3 million in FY2013
(due to an increase in business activities across other segments and the corresponding increase in
maintenance and after sales services provided). On the other hand, the sales of automated parking
systems declined by approximately RMB18.5 million to approximately RMB43.4 million in FY2013
due mainly to some projects delays and user acceptance testing could not be completed in time.
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A breakdown of the CIMC-Tianda Group’s revenue, according to its business segments and
geographical segments for FY2013, and FY2012 are as follows:
FY2013 FY2012
RMB(’000) % RMB(’000) %
Airport Equipment 701,763 81.8 625,745 83.0
Material Handling Systems 83,563 9.7 37,690 5.0
Automated Parking Systems 43,436 5.1 61,923 8.2
Services and Others 35,260 4.1 34,127 4.5
Business tax and surcharges (6,128) (0.7) (5,171) (0.7)
Total 857,894 100 754,314 100
FY2013 FY2012
RMB’000 % RMB’000 %
PRC 466,345 54.3 522,709 69.3
Asia(1) 185,533 21.6 1,901 0.3
Europe 111,385 13.0 186,503 24.6
South America 77,779 9.1 41,922 5.6
Africa 9,417 1.1 – –
Australia 7,435 0.9 1,279 0.2
Total 857,894 100 754,314 100
Note:
(1) Exclude revenue from PRC
From the table above, we note that the Tianda Group derived its FY2013 revenue mainly from
PRC, followed by Asia, Europe and South America. On the other hand, the Group derived its
FY2013 revenue mainly from Singapore, followed by PRC and the USA. The Proposed Acquisition
is thus complementary in terms of the geographical markets serves.
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MSO increased by approximately RMB59.5 million or 12.3% from approximately RMB482.6 million
in FY2012 to approximately RMB542.0 million in FY2013. MSO as a percentage of revenue
decreased slightly from 63.5% for FY2012 to 62.7% in FY2013. A breakdown of MSO is set out in
the table below:
MSO FY2013 FY2012

RMB(’000) % RMB (’000) %
Materials 488,372 90.1 451,475 93.6
Subcontracting costs 12,316 2.3 4,781 1.0
Other direct costs 41,325 7.6 26,295 5.4
Total 542,013 100 482,551 100
MSO as a percentage of revenue for each business segment in each of FY2012 and FY2013 is set
out as follows:
FY2013 FY2012
% of % of
RMB’000 revenue RMB’000 revenue
Total MSO 542,013 62.7% 482,551 63.5%
The decrease in MSO as a percentage of revenue from 63.5% in FY2012 to 62.7% in FY2013 was
mainly due to the material handling systems and automated parking systems segments.
As a percentage of revenue, cost of materials decreased from 59.9% in FY2012 to 56.9% in

FY2013, due mainly to increased utilization of subcontractors to produce components and parts for
the material handling systems and automated parking systems segments in FY2013. Accordingly,
subcontracting costs as a percentage of revenue increased from 0.6% in FY2012 to 1.4% in
FY2013. Other direct costs as a percentage of revenue increased from 3.5% in FY2012 to 4.8% in
FY2013.
Revenue less MSO increased by approximately 16.2% to approximately RMB315.9 million in

FY2013 with the revenue less MSO margin increasing from approximately 36.0% in FY2012 to
36.8% in FY2013.
Other income decreased by approximately RMB3.5 million or 20.4%, from approximately RMB17.2
million in FY2012 to approximately RMB13.7 million in FY2013. This was due mainly to a decrease
in government grants by RMB2.6 million, as well as the absence of a write-back of provisions for
guarantees for third parties of RMB5.6 million which was recognised in FY2012, in relation to the
contract entered into with the Houston Airport and the American Home Assurance Company, and
was partially offset by an increase in rental income by RMB1.2 million (as more fees were received
from the leasing out of fully depreciated containers), as well as a gain of RMB3.2 million arising
from change in fair value of foreign currency forward contracts entered into by the Tianda Group to
manage its foreign currency exposure (as the RMB continued to strengthen against foreign
currencies during FY2013).
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Government grants comprise of funding for research and development, technical innovation,
the same periods in which the relevant expenses are recognised. Government grants amounted to
approximately RMB8.1 million and RMB5.5 million in FY2012 and FY2013 respectively.
The Tianda Group’s operating expenses (comprise staff costs, depreciation, and other operating
expenses and foreign exchange differences) increased from approximately RMB201.8 million in
FY2012 to approximately RMB241.7 million in FY2013. The increase was attributable to:
(i) Staff costs (comprise wages and salaries, bonus, housing fund, social insurance and other
benefits) increased by approximately RMB30.4 million or 34.0% from approximately
RMB89.5 million in FY2012 to approximately RMB119.9 million in FY2013. The increase in
staff costs was mainly due to the continued increase in wages of the domestic Chinese
labour force and the increased scale of the company’s operations.
(ii) Depreciation increased by approximately RMB0.3 million or 12.5%, from approximately

RMB2.4 million in FY2012 to approximately RMB2.7 million in FY2013, due to additions to
machinery and equipment, motor vehicles and other equipment during the year.
(iii) Other operating expenses increased by RMB7.9 million or 7.0%, from RMB112.4 million in
FY2012 to RMB120.3 million in FY2013 (due mainly to an increase in marketing expenses
by RMB19.9 million attributable to higher provision for warranties and an increase in general
and administrative expenses by RMB1.9 million which was in line with the increase in
revenue. This was partially offset by a decrease in allowance for impairment loss by
RMB11.6 million due mainly to a decrease in allowance for impairment loss on receivables
and the absence of losses from fair value changes of RMB2.6 million which was recognised
in FY2012, arising from forward contracts entered into to hedge foreign currency exposure).
Finance expense increased by approximately RMB1.9 million or 74.3%, from approximately

RMB2.5 million in FY2012 to approximately RMB4.4 million in FY2013. This was due to an
increase in borrowings to finance the construction of the new factory and working capital
requirement.
Notwithstanding the higher revenue recorded in FY2013, the Tianda Group’s profit after tax
attributable to the owners of the company declined slightly by approximately 3.0% from
approximately RMB73.1 million in FY2012 to RMB70.9 million in FY2013. This was due to a
reduction in other income, increased staff costs, other operating expenses and finance expenses.
We have not been provided with the financial statements for the Tianda Group subsequent to
FY2013. The Directors, the Target Directors and the Proposed Directors confirmed that ACA has
not been provided with financial statements for the Tianda Group subsequent to FY2013. We note
from Section 18.6.2 of the Circular, and the Directors, Target Directors, and Proposed Directors
have confirmed that in line with general seasonality fluctuations, the Tianda Group was not in a net
profit position for the first five months of FY2014.
FY2012 vs. FY2011

Tianda Group reported revenue of approximately RMB754.3 million for FY2012, an increase of
approximately RMB189.0 million or 33.4% from approximately RMB565.4 million for FY2011. This
was attributable to an increase in revenue contribution from all business segments. The revenue
from the airport equipment segment increased by approximately RMB119.7 million or 23.7% to
approximately RMB625.7 million in FY2012 due the completion of more passenger boarding bridge
Xiaoshan International Airport and Shijiazhuang International Airport in PRC. In addition, on 5
January 2012, the Tianda Group acquired 70% equity interests in Xinfa Airport Equipment Ltd
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(“Xinfa”) (the “Xinfa Acquisition”), a company engaged in the manufacture and sale of ground
support equipment for the aviation industry. The consolidation of revenue from the acquisition of
Xinfa Airport Equipment Ltd also helped to bolster revenue within the airport equipment segment
by RMB45.6 million. The materials handling systems segment experienced an increase in revenue
of approximately RMB21.3 million or 129.3% from RMB16.4 million in FY2011 to approximately
RMB37.7 million in FY2012 (attributable to successful completion of projects in FY2012 which had
been delayed in FY2011). The automated parking systems segment experienced a growth in
revenues of approximately RMB40.9 million or 194.5% from RMB21.0 million in FY2011 to
approximately RMB61.9 million in FY2012 as the Tianda Group managed to sell automated parking
systems catering to more than 2,500 parking lots in FY2012 (as compared APS systems catering
to approximately 900 parking lots in FY2011). Revenue from the services and others segment
increased by RMB9.4 million or 38.2%, from RMB24.7 million in FY2011 to RMB34.1 million in
FY2012, due to an expansion of its business and increased need for maintenance services.
A breakdown of the CIMC-Tianda Group’s revenue, according to its business segments and
geographical segments for FY2012, and FY2011 are as follows:
FY2012 FY2011
RMB(’000) % RMB(’000) %
Airport Equipment 625,745 83.0 506,052 89.5
Material Handling Systems 37,690 5.0 16,437 2.9
Automated Parking Systems 61,923 8.2 21,024 3.7
Services and Others 34,127 4.5 24,699 4.4
Business tax and surcharges (5,171) (0.7) (2,848) (0.5)
Total 754,314 100 565,364 100
FY2012 FY2011
RMB’000 % RMB’000 %
PRC 522,709 69.3 203,018 35.9
Asia(1) 1,901 0.3 11,469 2.0
Europe 186,503 24.6 181,655 32.1
South America 41,922 5.6 68,878 12.2
Africa – – 69,889 12.4
Australia 1,279 0.2 30,455 5.4
Total 754,314 100 565,364 100
Note:
(1) Exclude revenue from PRC
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MSO increased by approximately 47.7% to approximately RMB482.6 million in FY2012. As a

percentage of revenue, MSO increased from 57.5% in FY2011 to 63.5% in FY2012, mainly due to
an increase in cost of materials and other direct costs. A breakdown of MSO is set out in the table
below:
MSO FY2012 FY2011

RMB (’000) % RMB(’000) %
Materials 451,475 93.6 309,283 94.7
Subcontracting costs 4,781 1.0 5,507 1.7
Other direct costs 26,295 5.4 11,830 3.6
Total 482,551 100 326,620 100
MSO as a percentage of revenue for each business segment in each of FY2011 and FY2012 is set
out as follows:
FY2012 FY2011
% of % of
RMB’000 revenue RMB’000 revenue
Total 482,551 63.5% 326,620 57.5%
mainly due to (i) the AE segment arising primarily from higher materials costs as a percentage of
revenue, and partially offset by (ii) decreases in MSO as a percentage of revenue from the MHS
and APS segments.
Revenue less MSO increased by approximately 13.8% to approximately RMB271.8 million in

FY2012, however the revenue less MSO margin declined from approximately 42.2% in FY2011 to
36.0% in FY2012 (due to, inter alia, higher cost of materials as well as higher transport and
logistics costs).
Other income increased by approximately RMB10.4 million or 154.0% from approximately RMB6.8
million in FY2011 to approximately RMB17.2 million in FY2012 million mainly attributable to an
increase in government grant of approximately RMB4.5 million and a write-back of provision made
for guarantees for third parties of approximately RMB5.6 million in FY2012 (FY2011: Nil).
The Tianda Group’s operating expenses (comprise staff costs, depreciation, and other operating
expenses and foreign exchange differences) increased from approximately RMB190.5 million in
FY2011 to approximately RMB201.8 million in FY2012. The increase was attributable to:
(i) Staff costs increased by approximately RMB27.3 million or 44.0% to RMB89.5 million in
FY2012 from RMB62.1 million in FY2011, due to increase in wages of the domestic Chinese
labour force, as well as the increase in staff headcount resulting from the Xinfa Acquisition.
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(ii) Depreciation increased by approximately RMB0.6 million or 30.8% to approximately RMB2.4

million in FY2012 from RMB1.8 million in FY2011, largely as a result of purchase of
and was partially offset by a decline in other operating expenses.
Other operating expenses decreased by approximately RMB16.9 million or 13.1% from RMB129.3
million in FY2011 to approximately RMB112.4 million in FY2012, due mainly to the following:.
(i) a decrease in marketing expense by approximately RMB26.3 million or 30.8% to

approximately RMB59.1 million in FY2012 (due mainly to a decrease in provisions for
warranties, as well as a decrease in commissions paid to sales agents).
(ii) a decrease in losses from fair value changes arising from the foreign exchange forward
contracts entered into by the Tianda Group to manage its foreign currency exposure. It
decreased by approximately RMB3.6 million to approximately RMB2.6 million in FY2012
(due to the strengthening of RMB against foreign currencies during FY2012).
and was partially offset by the following:
(i) an increase in impairment losses by approximately RMB6.4 million or 80.0% to

approximately RMB14.3 million in FY2012 (mainly due to an increase in allowance for
impairment loss on receivables, as well as an increase in allowance for provision in
diminution in inventories); and
(ii) an increase in general and administrative expenses by approximately RMB6.7 million or

22.6% to approximately RMB36.4 million in FY2012 (mainly due to an increase in research
and development expenses, agency fees and entertainment expenses).
Finance expense increased from approximately RMB1.1 million in FY2011 to approximately

RMB2.5 million in FY2012, due to an increase in borrowings to finance the construction of the new
factory and transaction fees relating to securing project bonds from banks and settlement charges
for payments and receipts.
Overall, the Tianda Group’s profit after tax attributable to the owners of the company increased by
approximately 62.0% from approximately RMB45.2 million in FY2011 to approximately RMB73.1
million in FY2012. This was mainly attributable to higher revenue, an increase in other income and
a decrease in other operating expenses.

Profitability Margins FY2013 FY2012 FY2011
Revenue less MSO margin 36.8% 36.0% 42.2%
Profit before tax margin 9.7% 11.2% 9.5%
Profit after tax attributable to the owners of

the company margin 8.3% 9.7% 8.0%
From the table above, we note that revenue less MSO margin decreased from 42.2% to 36.0%
from FY2011 to FY2012, and subsequently increased slightly to 36.8% in FY2013. We understand
from the Target Directors that the lower revenue less MSO margin in FY2012 and FY2013 as
compared to FY2011 were due to, inter alia, higher cost of materials as well as higher transport
and logistics costs. The average gross profit margin for the three full financial years FY2013,
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FY2012 and FY2011 was 38.4%. The Tianda Group’s profit after tax attributable to the owners of
the company margin was 9.7% in FY2012, higher than 8.0% recorded in FY2011, and
subsequently declined to 8.3% in FY2013. The average net profit margin was approximately 8.6%
for the three financial years FY2013, FY2012 and FY2011.
Order book
The following table summarises the movements of the order book for the Tianda Group:-
Figures are in RMB’000 FY2013 FY2012 FY2011
Beginning balance 1,006,513 846,477 559,081
New order secured 1,138,970 914,350 852,760
Completed 857,894 754,314 565,364
End balance (a+b-c) 1,287,589 1,006,513 846,477
The Tianda Group’s order book amounted to approximately RMB1.29 billion as at 31 December
2013 (with an average completion of 12 months), which is approximately 1.5 times the Tianda
Group’s revenue in FY2013 or approximately 1.8 times the Tianda Group’s average revenue for
FY2011 – FY2013. The Tianda Group’s revenue growth during FY2011 to FY2013 appears to be
supported by the increases in the new orders secured as well as the completed orders. The Target
Directors have represented that as at the Latest Practicable Date, the Tianda Group’s order book
amounted to approximately RMB1.49 billion, of which approximately RMB977 million is expected to
be fulfilled in FY2014 and the remaining order book of RMB516 million is expected to be fulfilled in
FY2015 and onwards. The Tianda Group’s order book of approximately RMB1.49 billion as at the
Latest Practicable Date is approximately 1.7 times the Tianda Group’s revenue in FY2013 or
approximately 2.1 times of the Tianda Group’s average revenue for FY2011 – FY2013.
Review of financial positions

Figures in RMB’000 FY2013 FY2012 FY2011
Non-current assets 212,673 136,970 115,231
Current assets 830,778 730,648 483,357
Total assets 1,043,451 867,618 598,588
Non-current liabilities 30,593 60,600 15,000
Current liabilities 623,965 430,837 288,074
Total liabilities 654,558 491,437 303,074
Total borrowings 85,353 50,000 –
Equity attributable to shareholders 379,566 368,647 295,514
Net working capital 206,813 299,811 195,283
In general, the Tianda Group’s total assets have been increasing during the period reviewed
attributed by increases of both current assets (mainly due to higher trade receivables in view of the
revenue growth during the period reviewed) and non-current assets (mainly due to higher property,
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plant and equipment which is in tandem with the growth in its business). The total liabilities of the
Tianda Group has also been on the rise during the period reviewed with total borrowing rose from
nil as at the end of FY2011 to approximately RMB85.4 million as at the end of FY2013. As the
Tianda Group has been profitable during the period reviewed, its shareholders’ equity grew from
approximately RMB295.5 million as at the end of FY2011 to approximately S$379.6 million as at
the end of FY2013.
FY2013 vs. FY2012

Assets
The Tianda Group’s total assets increased by approximately RMB175.8 million or 20.3% from
approximately RMB867.6 million as at 31 December 2012 to approximately RMB1,043.5 million as
at 31 December 2013. Non-current assets increased by approximately RMB75.7 million or 55.3%
from approximately RMB137.0 million in FY2012 to approximately RMB212.7 million in FY2013.
The increase in non-current assets was mainly attributable:
(i) Property, plant and equipment increased by approximately RMB56.4 million to approximately
RMB120.6 million as at 31 December 2013 (due mainly to the additional amount of assets
under construction). Assets under construction, which comprise construction of a new
factory, amounted to approximately RMB98.6 million as at 31 December 2013 (FY2012:
RMB41.5 million).
(ii) Intangible assets increased from approximately RMB3.9 million as at 31 December 2012 to
approximately RMB11.4 million as at 31 December 2013 (comprises goodwill in relation to
the Xinfa Acquisition of approximately RMB1.9 million, software of approximately RMB2.0
million, and operating rights for an automated parking system project of approximately
RMB7.5 million).
(iii) Deposit for land use rights of approximately RMB8.4 million as at 31 December 2013
(FY2012: nil).
(iv) Land use rights increased from approximately RMB58.9 million as at 31 December 2012 to
approximately RMB59.6 million as at 31 December 2013.
(v) Deferred tax assets rose from approximately RMB9.8 million as at 31 December 2012 to
approximately RMB12.7 million as at 31 December 2013.
Current assets was approximately RMB830.8 million as at 31 December 2013, representing an

increase of approximately RMB100.1 million or 13.7% from approximately RMB730.6 million in
FY2012. The increase was mainly due to an increase in trade and other receivables of
approximately RMB148.9 million, an increase in cash and cash equivalent of approximately
RMB3.7 million and an increase in other financial assets of approximately RMB3.0 million, and was
partially offset by a decrease in inventories of approximately RMB55.6 million.
The inventories turnover was 145 days for FY2013 as compared to 146 days for FY2012. The trade
and other receivables of approximately RMB575.4 million as at 31 December 2013 (FY2012:
RMB426.5 million) comprised trade receivables of approximately RMB477.1 million (FY2012:
RMB377.2 million) and other receivables of approximately RMB98.3 million (FY2012: RMB49.3
million). We note that the trade receivables (net of retentions) turnover was 157 days and 126 days
for FY2013 and FY2012 respectively. In addition, we wish to highlight that other receivables as at
31 December 2013 also consisted of amount due to ultimate holding company, the CIMC Group, of
approximately RMB40 million (which bears interest rate of 5.25% per annum) as well as
outstanding balances of approximately RMB9.8 million with the ultimate and immediate holding
companies, related parties, and non-controlling interests (unsecured, interest free and repayable on
demand).
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Figures in RMB’000 As at 31 December 2013 As at 31 December 2012
Gross
Current 456,194 372,041
Past due less than 1 year 93,119 33,441
Past due 1-2 years 15,526 12,075
More than 2 year 19,804 24,683
584,643 442,240
Allowance
Current – –
Past due 1-2 years 4,658 3,226
29,298 28,005
The increase in cash and cash equivalents of approximately RMB3.7 million to approximately
RMB38.3 million as at 31 December 2013 was attributed to net cash flows generated from
operating activities of approximately RMB67.4 million in FY2013 and net cash flows generated from
financing activities of approximately RMB10.7 million, and was partially offset by net cash flow
used in investing activities of approximately RMB74.4 million.
Net cash generated from operating activities before working capital changes was approximately
RMB107.3 million. Net cash outflow from changes in working capital of approximately RMB28.9
million was mainly due to:
(i) a decrease in inventories and contract work-in-progress of approximately RMB55.7 million,

due to decreased raw materials and work-in-progress as at 31 December 2013, resulting
from improved project management and timely delivery of products;
(ii) an increase in trade and other receivables of RMB147.8 million, of which RMB99.9 million
was in an increase in trade receivables, arising from revenue growth of 13.7% in FY2013 as
well as longer trade receivables turnover days mainly due to (i) a significant increase in
receivables that was recognised in December 2013 for a passenger boarding bridges project
in Brazil, for which payment was only received subsequent to the year end and (ii) an
increase in the average trade receivables turnover days for projects in the PRC because of a
generally longer payment authorisation and audit process taken in relation to our customers
in the PRC which mainly comprise airports and relevant authorities. The increase in trade
and other receivables was also due to a loan of RMB40.0 million to CIMC Group as at 31
December 2013;
(iii) an increase in trade and other payables of approximately RMB70.8 million due mainly to an
increase in accruals and other payables as well as an increase in dividends payable to
shareholders at year end; and
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(vi) product warranty provisions utilised for the year amounting to RMB7.6 million.
generated from operating activities amounted to RMB67.4 million.
Net cash used in investing activities amounted to approximately RMB74.4 million, mainly used for:
(i) construction of the new factory, with a cash outflow of approximately RMB57.1 million;
(ii) purchase of land use rights in Hua Bei region with prepayments of approximately RMB8.4
million; and
(iii) miscellaneous upgrading of production and office equipment; and
(iv) partially offset by interest received on cash deposits of approximately RMB1.7 million.
Net cash generated from financing activities amounted to approximately RMB10.7 million, due
mainly to a net increase in proceeds from borrowings of approximately RMB35.4 million (comprised
proceeds of new loans from related parties and from banks of approximately RMB267.0 million and
RMB63.4 million respectively, and repayment of short term borrowings from related parties of
approximately RMB295.0 million), partially offset by interest paid of approximately RMB6.3 million
and dividends distributions of approximately RMB18.4 million.
Liabilities
The Tianda Group’s total liabilities increased by approximately RMB163.1 million or 33.2% from
approximately RMB491.4 million in FY2012 to approximately RMB654.6 million in FY2013. Non-
current liabilities declined by approximately RMB30.0 million mainly due to a decrease in non-
current financial liabilities of approximately RMB30.0 million. There were no non-current financial
liabilities as at 31 December 2013. Deferred income as at 31 December 2013 comprised
approximately RMB30 million of special funds from the Shenzhen development and Reform
Commission to be used in the construction of the new factory, and RMB0.6 million of grants from
the Shenzhen Finance Committee to be used for the acquisition of equipment. Deferred income
remained approximately RMB30.6 million which was about the same level as at the end of FY2012.
As at 31 December 2013, the Tianda Group reported current liabilities of approximately RMB624.0
million, which represents an increase of approximately RMB193.1 million or 44.8% from
approximately RMB430.8 million as at 31 December 2012. The increase was mainly attributable to
the increase in current financial liabilities of approximately RMB65.2 million, increase in trade and
other payables of approximately RMB111.9 million, increase in provision of approximately RMB13.4
million and increase in provision for taxation of approximately RMB2.6 million.
Trade and other payables amounted to RMB486.6 million as at 31 December 2013 (FY2012:
RMB374.7 million). This comprised mainly of trade payables of RMB172.3 million (FY2012:
RMB164.6 million), accruals and other payables of RMB231.0 million (FY2012: RMB167.1 million),
trade amounts due to related companies of RMB6.3 million (FY2012: RMB3.9 million), amounts
due to Beijing Bowei of RMB6.3 million (FY2012: RMB8.2 million) as well as dividends payable to
CIMC (Hong Kong) of RMB70.2 million (FY2012: RMB28.6 million). We note that the trade
The provisions of approximately RMB38.1 million as at 31 December 2013 (FY2012: RMB24.7

million) comprised provisions for warranties for product quality of approximately RMB33.9 million
(FY2012: RMB20.5 million) and provisions for guarantees for third parties of approximately RMB4.2
million (FY2012: RMB4.2 million). The increase in provisions for warranties for product quality in
FY2013. We note that in FY2013, the provisions were approximately 4.4% of the Group’s revenue
(FY2012: 3.3%).
A-67
The Tianda Group has a positive net working capital of approximately RMB206.8 million as at 31
December 2013, declined by approximately RMB93.0 million from RMB299.8 million as at 31
December 2012. Likewise, the current ratio of Tianda Group deteriorated from 1.7 times in FY2012
to 1.33 times as at the end of FY2013.
Total borrowings amounted to approximately RMB85.4 million as at 31 December 2013 (FY2012:

RMB50.0 million). Out of the total borrowings of approximately RMB85.4 million as at 31 December
2013, approximately RMB22.0 million relates to unsecured term loans provided by the CIMC
Group. Tianda Group’s gearing in terms of total borrowing to shareholders’ equity increased from
0.14 times in FY2012 to 0.22 times in FY2013 (due mainly to increase in total borrowings). We
note that Tianda Group reported EBITDA of approximately RMB92.4 million in FY2013 as
compared to finance expenses of approximately RMB4.4 million for the same period. Excluding the
bank charges, the Tianda Group is EBITDA would be RMB91.2 million. In our evaluation, we use
the Tianda Group’s EBITDA of approximately RMB92.4 million.
FY2012 vs. FY2011

Assets
The Tianda Group’s total assets increased by approximately RMB269.0 million or 44.9% from
current assets increased by approximately RMB21.7 million or 18.9% from approximately
RMB115.2 million as at 31 December 2011 to approximately RMB137.0 million as at 31 December
2012. The increase in non-current assets was mainly attributable to:
(i) Property, plant and equipment increased by approximately RMB19.4 million to approximately
RMB64.2 million (mainly due to increases in machinery and equipment, motor vehicles,
office and other equipment as well as assets under construction). Asset under construction,
which comprise construction of a new factory, amounted to approximately RMB41.5 million
as at 31 December 2012 (FY2011: RMB24.1 million).
(ii) Intangible assets rose from approximately RMB1.9 million as at 31 December 2011 to
approximately RMB3.9 million as at 31 December 2012 (comprises goodwill in relation to the
Xinfa Acquisition of approximately RMB1.9 million and software of approximately RMB2.0
million).
(iii) Deferred tax assets increased from approximately RMB8.4 million as at 31 December 2011
to approximately RMB9.8 million as at 31 December 2012.
(iv) Long term prepaid expenses of approximately RMB0.2 million as at 31 December 2012
(FY2011: nil).
and was partially offset by decrease in land use rights of approximately RMB1.3 million.
The total current asset was approximately RMB730.6 million as at 31 December 2012,
representing a significant increase of approximately RMB247.3 million or 51.2% from approximately
RMB483.4 million as at 31 December 2011. This was mainly due to increase in trade and other
receivables of approximately RMB137.2 million and increase in inventories of approximately
RMB114.6 million, and was partially offset by decrease in cash and cash equivalent of
approximately RMB2.1 million and derivative financial assets of approximately RMB2.5 million.
The inventories turnover was 146 days for FY2012 as compared to 130 days for FY2011. The trade
and other receivables of approximately RMB426.5 million as at 31 December 2012 (FY2011:
RMB289.3 million) comprised trade receivables of approximately RMB377.2 million (FY2011:
RMB230.0 million) and other receivables of approximately RMB49.3 million (FY2011: RMB59.3
million). We note that the trade receivables (net of retentions) turnover was 126 days and 140 days
for FY2012 and FY2011 respectively. In addition, we wish to highlight that other receivables as at
31 December 2012 also consisted of outstanding balances of approximately RMB20.6 million with
the ultimate and immediate holding companies, related parties, equity holder and non-controlling
interests (unsecured, interest free and repayable on demand).
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Figures in RMB’000 As at 31 December 2012 As at 31 December 2011
Gross
Current 372,041 228,567
Past due 1-2 years 12,075 23,788
442,240 292,018
Allowance
Current – –
Past due 1-2 years 3,226 7,136
28,005 16,732
The decline in cash and cash equivalents of approximately RMB2.1 million to approximately
RMB34.5 million as at 31 December 2012 was attributed to net cash flows used in operating
activities of approximately RMB34.4 million and net cash flows used in investing activities of
approximately RMB16.9 million, and was partially offset by net cash flow generated in financing
activities of approximately RMB49.5 million.
Net cash generated from operating activities before working capital changes was approximately
RMB90.3 million. Net cash outflow from changes in working capital of approximately RMB113.8
million was mainly due to:
(i) an increase in inventories and contract work-in-progress of approximately RMB108.5 million

due to an increase in work-in-progress, in line with increased sales orders during the year;
(ii) an increase in trade and other operating receivables of approximately RMB122.4 million,
which was in line with increased sales orders and revenue;
(iii) an increase in operating payables of approximately RMB130.0 million in line with increased
revenue and business activities, as well as improved payment terms extended by suppliers;
and
(iv) product warranty provisions utilised for the year amounting to RMB12.9 million.
used in operating activities amounted to RMB34.4 million.
Net cash used in investing activities amounted to approximately RMB16.9 million, due to
approximately RMB21.7 million used mainly to fund construction of the new factory, partially offset
by a net increase in cash of approximately RMB4.2 million arising from the Xinfa Acquisition, as
well as interest received on cash deposits of approximately RMB0.8 million.
A-69
Net cash used in financing activities amounted to approximately RMB49.5 million, due mainly to
proceeds amounting to approximately RMB50.0 million from new unsecured loans drawn down
(provided by the CIMC Finance Company) to finance the construction of the new factory, partially
offset by interest paid on the loans amounting to approximately RMB0.5 million.
Liabilities
The Tianda Group’s total liabilities increased by approximately RMB188.4 million or 62.2% from
current liabilities increased by approximately RMB45.6 million mainly due to an increase in non-
current financial liabilities of approximately RMB30.0 million (which was attributable to the RMB30.0
million unsecured RMB floating rate long-term loan from the CIMC Finance Company drawn down
during FY2012) and an increase in deferred income of approximately RMB15.6 million (which was
mainly attributable to a special fund from Shenzhen Development and reform Commission to be
used only in relation to the revitalisation of industry and technology reformation. An amount of
RMB15.0 million was received in FY2012 from the special fund). As at 31 December 2012, the
Tianda Group reported current liabilities of approximately RMB430.8 million, which represents an
increase of approximately RMB142.8 million from approximately RMB 288.1 million as at 31
December 2011. The increase was mainly attributable to the increase in current portion of financial
liabilities of approximately RMB20.1 million (which was attributable to the RMB20.1 million
unsecured RMB floating rate short-term loan from the CIMC Finance Company drawn down during
FY2012), an increase in trade and other payables of approximately RMB135.5 million, increase in
provision of taxation of approximately RMB1.5 million and was partially offset by decrease in
provision of approximately RMB14.5 million.
Trade and other payables amounted to RMB374.7 million as at 31 December 2012 (FY2011:
RMB239.2 million). This comprised mainly of trade payables of RMB164.6 million (FY2011:
RMB69.0 million), accruals and other payables of RMB167.1 million (FY2011: RMB138.7 million),
trade amounts due to related companies of RMB3.9 million (FY2011: RMB1.0 million), amounts
due to Beijing Bowei of RMB8.2 million (FY2011: nil) as well as dividends payable of approximately
RMB28.6 million (FY2011: RMB28.6 million). We note that the trade payables turnover was 88 days
and 71 days for FY2012 and FY2011 respectively.
The provisions of approximately RMB24.7 million as at 31 December 2012 (FY2011: RMB39.1

million) comprised provisions for warranties for product quality of approximately RMB20.5 million
(FY2011: RMB29.4 million) and provisions for guarantees for third parties of approximately RMB4.2
million (FY2011: RMB9.8 million). We note that in FY2012, the provisions were approximately 3.3%
of the Group’s revenue (FY2011: 6.9%).
We note that the Tianda Group’s net working capital increased by approximately RMB104.5 million
from approximately RMB195.3 million as at 31 December 2011 to approximately RMB299.8 million
as at 31 December 2012. The increase in net working capital was mainly attributable to the
significant increase in total current assets of approximately RMB247.3 million and was partially
offset by increase in total current liabilities of approximately RMB142.8 million. As a result the
Tianda Group’s current ratio increased slightly from 1.68 times as at 31 December 2011 to 1.70
times as at 31 December 2012.
In addition, Tianda Group had total borrowings of approximately RMB50.0 million as at 31

December 2012 (there was no borrowings as at 31 December 2011), with the total borrowings to
shareholders’ equity ratio of approximately 0.14 times. The shareholders’ equity increased from
approximately RMB295.5 million as at 31 December 2011 to approximately RMB368.6 million as at
31 December 2012 due to the profit incurred in FY2012. We understand from the Target Directors
that prior to FY2012, Tianda Group business activities were mainly funded through working capitals
provided by the CIMC Group and advances from customers.
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7.4 NAV and NTA of the Group and the Tianda Group
The NAV based approach of valuing a company or group is based on the aggregate value of all the
assets of the company in their existing condition, after deducting the sum of all liabilities of the
company and minorities’ interests. The NAV based approach is meaningful as it shows the extent to
which the value of each share is backed by both tangible and intangible assets and would be
relevant in the event that the company or group decides to realise or convert the use of all or most
of its assets. The NAV based approach in valuing a company may provide an estimate of the value
of a company or group assuming the hypothetical sale of all its assets (including any intangible
assets including but not limited to land use rights, goodwill, trademarks and brand names) over a
reasonable period of time at the aggregate value of the assets used in the computation of the NAV,
the proceeds of which are used to settle the liabilities, minority interest and obligation of the
company or group with the balance to be distributed to its shareholders. However the NAV
approach does not take into account or consideration nor does it take into account the hypothetical
sale of assets in a non-orderly or over a short period of time. It does not illustrate the values of
which assets may actually be realized or disposed.
The NTA based approach of valuing a company or group is based on the aggregate value of all the
assets of the company in their existing condition, after deducting the sum of all liabilities and
intangible assets of the company. The NTA based approach is meaningful as it shows the extent to
which the value of each share is backed by tangible assets and would be relevant in the event that
the company or group decides to realise or convert the use of all or most of its assets. The NTA
based approach in valuing a company may provide an estimate of the value of a company or group
assuming the hypothetical sale of all its assets over a reasonable period of time at the aggregate
value of the assets used in the computation of the NTA, the proceeds of which are used to settle
the liabilities, minority interest and obligation of the company or group with the balance to be
distributed to its shareholders. However the NTA based approach does not take into account or
consideration the presence of any intangible assets including but not limited to land use rights,
goodwill, trademarks and brand names nor does it take into account the hypothetical sale of assets
in a non-orderly manner or over a short period of time. It does not illustrate the values of which
assets may actually be realized or disposed.
7.4.1 NAV and NTA of the Group

In assessing the Pre-Consolidation Issue Price of S$0.13 in relation to the NAV and NTA per Share
of the Group as at 31 March 2014, we have reviewed the unaudited balance sheet of the Group as
at 31 March 2014 to determine whether there are any assets that are of an intangible nature and
as such would not appear in a valuation based on the NTA approach, but would be included in the
NAV approach. Save as disclosed in the unaudited balance sheet of the Group as at 31 March
2014 and in the Circular, the Directors have confirmed, that as at the Latest Practicable Date, to
the best of their knowledge and based on disclosures made available to them, there are no other
intangible assets or tangible assets which ought to be disclosed in such unaudited balance sheet
as at 31 March 2014 in accordance with Singapore Financial Reporting Standards and which have
not been so disclosed and where such intangible or tangible assets would have had a material
impact on the overall financial position of the Group as at Latest Practicable Date.
The Directors have also confirmed that as at the Latest Practicable Date, there were no material
contingent liabilities, bad or doubtful debts or unrecorded earnings or expenses or assets or
liabilities which could have a material impact on the NAV or NTA of the Group as at 31 March
2014, save as disclosed in the unaudited financial statement of the Group as at 31 March 2014 as
well as the Circular. In addition, the Directors are of the opinion that save as disclosed in the
Circular, the values of the assets (other than those for which valuation has been conducted), and
liabilities as well as financial performance or condition of the Group as disclosed and reflected in
the unaudited financial statements of the Group as at 31 March 2014 are true and fair. Lastly, the
Directors confirmed that to the best of their knowledge or belief that such information is true,
complete and accurate in all respects and that there is no other information or fact, the omission of
which would render those statements or information, including our references, as well as analysis
of such information to be untrue, inaccurate or incomplete in any respect or misleading.
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Consolidated Unaudited Balance Sheet as at 31 March 2014 (1)

S$ ’000
Non-Current Assets
Deferred tax assets 451
28,867
Current Assets
Inventories 2,395
78,995
Non-Current Liabilities
Deferred tax liabilities 387
Loans and borrowings 46
433
Current Liabilities
Excess of progress billings over contract work-in-progress 5,196
Loans and borrowings 52,467
Provisions 4,091
Provision for taxation 48
76,879
Net assets value (“NAV”) 30,550

Less: Intangible assets 1,421
Net Tangible Assets (“NTA”) as at 31 March 2014 29,129
NAV per Share (2) (S$) 0.056

NTA per Share (2) (S$) 0.053
Pre-Consolidation Issue Price (S$) 0.130
Premium of Pre-Consolidation Issue Price over the Group’s NAV per Share 133.4%
Premium of Pre-Consolidation Issue Price over the Group’s NTA per Share 144.8%
Notes:
(1) The figures above are based on the Group’s latest unaudited financial results for 1Q2014.
(2) The figures are computed based on the Company’s issued Share capital of 548,488,257 Shares as at the Latest
Practicable Date.
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For illustrative purposes only, we note that the Pre-Consolidation Issue Price represents a premium
of approximately 133.4% and 144.8% over the Group’s NAV per Share and NTA per Share as at 31
March 2014 respectively.
Revalued NAV and NTA of the Group

We understand from the Directors that the Company has commissioned the Independent Property
Valuer to provide market valuation of its leasehold building located at 28 Quality Road, Singapore
618828 as at 28 May 2014. We note that the net book value of the leasehold building is
approximately S$14.6 million as at 31 March 2014, which is substantially lower than the market
value based on an existing basis of approximately S$59.0 million as ascribed by the Independent
Property Valuer in its report dated 28 May 2014. We note that for the purposes of the valuation
assumptions were made, inter-alia the use of current plot ratio of approximately 0.9 times on an
existing use basis. We understand from Management that the current plot ratio for the leasehold
building is approximately 0.9 time and significantly lower than the maximum permissible plot ratio
as stated in the JTC lease contract of approximately 2.5 times. We had discussions with the
Directors on the developmental potential of the leasehold building and the reasons for exclusion of
the possible developmental potential and values. We understand that the Directors have excluded
the potential developmental value of the leasehold building (using the maximum permissible plot
ratio of 2.5 times) as (a) there is no plan to develop or redevelop the Group’s leasehold building as
at the Latest Practicable Date to the maximize land usage using the permissible plot ratio of 2.5
times; b) any development or redevelopment will require approval from the JTC Corporation and
will require additional investments and commitment from the Group, and (c) as at the Latest
Practicable Date, the Group does not have sufficient funds which will be required for the
development or redevelopment of the Group’s leasehold building.
Accordingly, we do not express any views with regards to the impact of the redevelopment of the
leasehold building (based on the maximum permissible plot ratio of 2.5 times or such other
permissible plot ratio) on the NAV or NTA of the Group in terms of, inter alia, the estimated market
value of the redevelopment of the leasehold building or future value or profits or loss or the
estimated costs to be incurred as well as the fair value of the Group and our assessment, opinion
and recommendations for the Proposed Whitewash Resolution are necessarily limited and subject
to it.
In addition, we understand that Directors and Management has deliberated on the requirement of a
business valuation for the Group. After due deliberation, the Directors and Management had
decided that a business valuation for the Group is not required in view of the losses incurred by the
Group and the lack of indication of any meaningful turnaround.
We note that whilst the Group registered losses for FY2012, FY2013 and 1Q2014, a business
valuation will usually inter-alia provide for a valuation taking into account the Group’s existing order
books as well as estimates for future contracts, its goodwill and branding and its ability to secure
such contracts and future revenues and profits.
Similarly we note the potential difficulties if such an exercise is attempted as it would require
assumptions for financing such projects and that as at the Latest Practicable Date, the Group’s
financial position and condition, continued availability of funds for day to day operational
requirements, ability to repay its borrowings (without the support of the Target Group Companies or
the refinancing or restructuring of its existing borrowings), relatively weak cash flows and limited
working capital is uncertain. In addition, the Group’s Auditor in the Emphasis of Matter had stated
the existence of a material uncertainty which may cast doubt on the Company’s ability to continue
as a going concern and its ability to realize its assets and discharge its liabilities in the normal
course of business. Accordingly, we do not express any views with regards to the impact of a
business valuation for the Group in terms of, inter alia, the estimated value of the Group and our
assessment, opinion and recommendations for the Proposed Whitewash Resolution are
necessarily limited and subject to it.
A-73
For illustrative purpose only, the revaluation surplus has been calculated and presented in the table
below assuming the valuation of the leasehold building (on an existing use basis without any
change to the leasehold building or development) which comprise the revalued leasehold building,
at the market value as ascribed by the Independent Property Valuer above, and estimates to the
effects of the surpluses or gains (based on the net book value of such leasehold building as at 31
March 2014). In addition, the Company has confirmed that there is no deferred tax liability for the
revalued leasehold building.
S$’000
Market valuation of the leasehold building (as revalued by the Independent

Property Valuer as at 28 May 2014) 59,000
Less: net book value of the leasehold building (as at 31 March 2014) 14,628
Revaluation surplus (1) 44,372
NAV of the Group as at 31 March 2014 30,550

Add: Revaluation surplus 44,372
Revalued NAV of the Group (“Revalued NAV”) 74,922

Revalued NAV per Share (S$) (2) 0.137
NTA of the Group as at 31 March 2014 29,129

Revalued NTA of the Group (“Revalued NTA”) 73,501

Revalued NTA per Share (S$) (2) 0.134
Discount of Pre-Consolidation Issue Price from the Revalued NAV per Share (4.8)%
Discount of Pre-Consolidation Issue Price from the Revalued NTA per Share (3.0)%
Notes:
(1) Assuming that there is no deferred tax liability on the revalued leasehold building.
Practicable Date.
Based on the above, the Revalued NAV and Revalued NTA of the Group would be approximately
S$74.9 million and S$73.5 million respectively. The Pre-Consolidation Issue Price will be at a
discount of approximately 4.8% and 3.0% from the Revalued NAV per Share of approximately
S$0.137 and the Revalued NTA per Share of approximately S$0.134 respectively (based on the
issued Share capital of 548,488,257 Shares as at the Latest Practicable Date).
We note that pursuant to the CIMC Supplemental Deed and the Management Co Share Issuance
Agreement Supplemental Deed, the Company will be issuing for nil consideration CIMC Additional
Shares and Management Co Additional Shares as the Group was unable to fulfill the Initial
Warranty. We understand from the Company that as a consequence of the non-fulfillment of the
Initial Warranty by the Group, both CIMC and the Management Co may be entitled (but not obliged)
to terminate the CIMC SPA and the Management Co SPA respectively. The issuance and allotment
of the CIMC Additional Shares and the Management Co Additional Shares were remedies agreed
by the parties for the non-fulfillment of the Initial Warranty.
Subject to and in consideration of the allotment and issuance of the CIMC Additional Shares and
Management Co Additional Shares in accordance to the terms of the CIMC Supplemental Deed
and Management Co Share Issuance Agreement Supplemental Deed respectively, both CIMC and
A-74
the Management Co agreed that (i) it shall irrevocably release and discharge the Company from all
material respects; (ii) both CIMC and the Management Co shall not have any further claim against
the Company arising from or in connection with the Initial Warranty not being true and accurate in
all material respects; and (iii) both CIMC and the Management Co irrevocably agreed that the
issuance and allotment of the CIMC Additional Shares from the Company to CIMC-HK and the
Management Co Additional Shares from the Company to the Management Co in accordance with
the terms of the CIMC Supplemental Deed and the Management Co Share Issuance Agreement
Supplemental Deed shall be a full and final settlement in respect of the outstanding liabilities
respects, and all claims and rights that CIMC and/or the Management Co has or may have against
the Company arising from or in connection with the Initial Warranty not being true and accurate in
all material respects. For the avoidance of doubt, the allotment and issuance of the CIMC
Additional Shares and the Management Co Additional Shares shall not constitute satisfaction of
any part of the CIMC Consideration and/or the Management Co Consideration.
We present in the table below comparisons of the Group’s Revalued NAV and NTA with the Pre-
Consolidation Issue Price for each of the three scenarios after taking into account the number of
Post-Consolidation Shares to be issued pursuant to the Proposed Acquisition and CIMC Additional
Shares and Management Co Additional Shares.

CIMC Aggregate Consideration Shares 551,923,076 740,793,843 813,895,380
Management Co Aggregate
Add: CIMC Additional Shares 185,236,862 185,236,862 185,236,862
Add: Management Co
Total Consideration Shares (a) 1,053,085,624 1,322,901,005 1,427,331,770
CIMC Consideration (S$) 71,750,000 96,303,200 105,806,400
Management Co Consideration (S$) 30,750,000 41,272,800 45,345,600
Total Consideration Amount (S$) (b) 102,500,000 137,576,000 151,152,000
Effective Pre-Consolidation
Issue Price ((b)/(a)) 0.097 0.104 0.106
Discount over the Group’s Revalued

NAV (28.7)% (23.9)% (22.5)%

NTA (27.4)% (22.4)% (21.0)%
We note that the Effective Pre-Consolidation Issue Price represents a discount of approximately
28.7% (under the Minimum Scenario), 23.9% (under the Base Scenario), and 22.5% (under the
Maximum Scenario) from the Group’s Revalued NAV. In addition, the Effective Pre-Consolidation
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Issue Price represents a discount of approximately 27.4% (under the Minimum Scenario), 22.4%
(under the Base Scenario), and 21.0% (under the Maximum Scenario) from the Group’s Revalued
NTA.
The Independent Property Valuer also ascribed a forced sale value of approximately S$47.2 million
to the Group’s leasehold building. For illustrative purpose only, we have computed the Revalued
NAV and Revalued NTA of the Group based on the forced sale value of the leasehold building as
ascribed by the Independent Valuer. The Company has confirmed that there is no deferred tax
liability for the revalued leasehold building.
Revalued NAV and NTA based on the forced sale value of the leasehold building
S$’000
Forced sale value of the leasehold building (as ascribed by the Independent
Property Valuer as at 28 May 2014) 47,200
Less: net book value of the leasehold building (as at 31 March 2014) 14,628
Revaluation surplus (1) 32,572
NAV of the Group as at 31 March 2014 30,550

Revalued NAV of the Group (“Revalued NAV based on the forced sale value”) 63,122
Revalued NAV based on the forced sale value per Share (S$) (2) 0.115
NTA of the Group as at 31 March 2014 29,129

Revalued NTA of the Group (“Revalued NTA based on the forced sale value”) 61,701
Revalued NTA based on the forced sale value per Share (S$) (2) 0.112
Premium of Pre-Consolidation Issue Price over the Revalued NAV based on

the forced sale value per Share 13.0%
Premium of Pre-Consolidation Issue Price over the Revalued NTA based on
the forced sale value per Share 15.6%
Notes:
(1) Assuming that there is no deferred tax liability on the revalued leasehold building.
Practicable Date.
Based on the forced sale value of the leasehold building, the Revalued NAV and Revalued NTA of
the Group would be approximately S$63.1 million and S$61.7 million respectively. The Pre-
Consolidation Issue Price will be at a premium of approximately 13.0% and 15.6% from the
Revalued NAV based on the forced sale value per Share of approximately S$0.115 and the
Revalued NTA based on the forced sale value per Share of approximately S$0.112 respectively
(based on the issued Share capital of 548,488,257 Shares as at the Latest Practicable Date).
We present in the table below comparisons of the Group’s Revalued NAV and NTA based on the
forced sale value of the leasehold building with the Pre-Consolidation Issue Price for each of the
three scenarios after taking into account the number of Post-Consolidation Shares to be issued
pursuant to the Proposed Acquisition and CIMC Additional Shares and Management Co Additional
Shares.
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Effective Pre-Consolidation Issue

Price 0.097 0.104 0.106

NAV based on the forced sale value of
the leasehold building (15.4)% (9.6)% (8.0)%

NTA based on the forced sale value
of the leasehold building (13.5)% (7.6)% (5.9)%
We note that the Effective Pre-Consolidation Issue Price represents a discount of approximately
15.4% (under the Minimum Scenario), 9.6% (under the Base Scenario), and 8.0% (under the
Maximum Scenario) from the Group’s Revalued NAV based on the forced sale value of the
leasehold building. In addition, the Effective Pre-Consolidation Issue Price represents a discount of
approximately 13.5% (under the Minimum Scenario), 7.6% (under the Base Scenario), and 5.9%
(under the Maximum Scenario) from the Group’s Revalued NTA based on the forced sale value of
the leasehold building. Recommending Directors should note that the above analysis is limited and
only illustrative as it assumes an orderly disposal of all assets, settling of all outstanding contracts,
as well as satisfaction of claims for contracts, owings, loans and contingent liabilities.
As mentioned earlier, the Directors and the Management have represented that in the event that
the Proposed Acquisition lapses or is terminated or is aborted, there may be an event or potential
event of default under the Facility Agreement and hence, the lenders for the Facility may
contractually be entitled to request for an immediate settlement of all outstanding amount of the
Facility (which is approximately S$52.0 million as at 31 December 2013 and as at 31 March 2014.
Given the Group’s current weak financial performance with losses and negative net cash flow from
operations, its ability to repay the Facility from its normal course of business, in the event of default,
is highly uncertain. The Directors have confirmed and represented that in the event of liquidation of
the Group, there will be significant costs incurred including but not limited to liquidated damages,
additional costs to complete outstanding contracts (to be considered in conjunction with the
Group’s order book of approximately S$78.5 million as at the Latest Practicable Date) as well as
the high likelihood that the performance bonds of approximately US$41.4 million and bankers’
guarantees of approximately S$30.2 million for the outstanding contracts will be called upon. Hence
the Group’s NTA may be substantially reduced or become negative when the aforementioned
contingent liabilities materialise in the event of liquidation.
We wish to highlight that the Revalued NAV and the Revalued NTA shown above include the
revaluation surplus on the leasehold building and that such surplus were computed using the
market value as ascribed by the Property Valuation Report on an existing use basis (inter-alia with
a plot ratio significantly below the maximum permissible ratio) and that the analysis is subject to
and limited accordingly. Shareholders should note that the Group has not realized the surplus on
such assets as at the Latest Practicable Date, and that there is no assurance that the revaluation
surplus eventually recorded by the Group on the leasehold building (in the event the leasehold
building is disposed) will be the same as indicated above.
The above computations and analysis are meant as an illustration and it does not necessary mean
or imply that the net realisable value of the Group is as stated above. It also does not imply that the
assets or properties of the Group can be disposed of at the estimated value indicated above and
that after payment of all liabilities and obligations, the values or amounts as indicated for the
respective types of NTA and is realisable or distributable to the shareholders of the Group or the
Company.
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It should be noted that the NTA basis of valuation provides an estimate of the value of a
hypothetical sale of all its tangible assets over a reasonable period of time and is only relevant in
the event that the Group decides to change the nature of its business or to release or convert the
uses of all its assets. The NTA basis of valuation, however, does not necessarily reflect the value of
the Group as a going concern nor can it capture or illustrate any value for the Group’s goodwill or
branding. In addition, it does not illustrate the values at which the assets may actually be realized
or disposed of.
7.4.2 NAV and NTA of the Tianda Group

In assessing the CIMC Consideration, in relation to the NAV and NTA of the Target Group
Companies as at 31 December 2013. As the NAV and NTA for the Target Group Companies
comprises essentially the NAV and NTA for the Tianda Group as at 31 December 2013, we will
assume that NAV and NTA for the Target Group Companies and NAV and NTA for Tianda Group is
similar. Accordingly, we have reviewed the audited balance sheet of the Tianda Group as at 31
December 2013 to determine whether there are any assets that are of an intangible nature and as
such would not appear in a valuation based on the NTA approach, but would be included in the
NAV approach. Save as disclosed in the audited balance sheet of the Tianda Group as at 31
December 2013 and in the Circular, the Target Directors have confirmed, that as at the Latest
Practicable Date, to the best of their knowledge and based on disclosures made available to them,
there are no other intangible assets or tangible assets which ought to be disclosed in such audited
balance sheet as at 31 December 2013 in accordance with Singapore Financial Reporting
Standards and which have not been so disclosed and where such intangible or tangible assets
would have had a material impact on the overall financial position of the Tianda Group as at Latest
Practicable Date.
The Target Directors have also confirmed that as at the Latest Practicable Date, there were no
material contingent liabilities, bad or doubtful debts or unrecorded earnings or expenses or assets
or liabilities which could have a material impact on the NAV or NTA of the Tianda Group as at 31
December 2013, save as disclosed in the audited financial statement of the Tianda Group as at 31
December 2013 as well as the Circular. In addition, the Target Directors are of the opinion that save
as disclosed in the Circular, the values of the assets (other than those for which valuation has been
conducted), and liabilities as well as financial performance or condition of the Tianda Group as
disclosed and reflected in the audited financial statements of the Tianda Group as at 31 December
2013 are true and fair. Lastly, the Target Directors confirmed that to the best of their knowledge or
belief that such information is true, complete and accurate in all respects and that there is no other
information or fact, the omission of which would render those statements or information, including
our references, as well as analysis of such information to be untrue, inaccurate or incomplete in
any respect or misleading.
Pursuant to the CIMC SPA, the Tianda Group shall distribute a one-off dividend of an aggregate
amount of RMB60 million to its shareholders prior to the CIMC Completion Date (the “Tianda
Dividend”). We note from the audited financial statements for Tianda Group for FY2013 that the
Tianda Dividend has been declared as at 31 December 2013. In addition, we wish to highlight that
pursuant to the CIMC SPA and Management Co Share Issuance Agreement, the Vendors have
represented and warranted that the issuance of the Tianda Dividend would not result in the NAV of
the Tianda Group being lower than RMB360 million as at 31 December 2013 (the “Warranted
NAV”). We note that Tianda Group’s NAV attributable to owners of the company amounted to
approximately RMB379.6 million as at 31 December 2013, which is higher than the Warranted
NAV.
The tables below illustrate the computation of Tianda Group’s NAV and NTA as at 31 December
2013 as well as computation of the premium of the CIMC Consideration based on the three
scenarios (please refer to section 7.1 of this Letter) over the Tianda Group’s NAV and NTA as at 31
December 2013.
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Consolidated Audited Balance Sheet as at 31 December 2013

RMB$’000
Current assets
Cash at bank and on hand 38,279
Other financial assets 3,037
Inventories 214,033
830,778
Non-current assets
Deposits for land use rights 8,400
Land use rights (“LUR”) 59,559
212,673
Current liabilities
Provisions 38,088
Provisions for taxation 13,937
623,965
Financial liabilities –
30,593
NAV (including minority interest) 388,893

Less: minority interest (9,327)
NAV (“Tianda Group’s NAV”) as at 31 December 2013 379,566

Less: Intangible assets (11,366)
NTA (“Tianda Group’s NTA before deduction of LUR”) as at

31 December 2013 368,200
Less: LUR (59,559)
Tianda Group’s NTA after deduction of LUR as at 31 December 2013 308,641
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Total Total Total

based on based on based on
Premiums RMB517.6 million(1) RMB694.8 million(1) RMB763.3million(1)
Tianda Group’s NAV 36.4% 83.0% 101.1%
Tianda Group’s NTA before

deduction of LUR 40.6% 88.7% 107.3%
Tianda Group’s NTA after

deduction of LUR 67.7% 125.1% 147.3%
Note:
(1) The Total Consideration is converted into RMB based on the Exchange Rate.
For illustrative purpose only, we note the following:
(i) The Total Consideration based on the Minimum Consideration Scenario, Base Consideration
Scenario and Maximum Consideration Scenario represents premiums of approximately
36.4%, 83.0%, and 101.1% respectively over the Tianda Group’s NAV as at 31 December
2013.
(ii) The Total Consideration based on the Minimum Consideration Scenario, Base Consideration
Scenario and Maximum Consideration Scenario represents premiums of approximately
40.6%, 88.7%, and 107.3% respectively over the Tianda Group’s NTA before deduction of
LUR as at 31 December 2013.
(iii) In view of the different accounting treatments for LUR across various accounting standards2,
throughout our evaluation, we have also analyzed the NTA for Tianda Group on the
assumption that the LUR is an intangible asset. Based on the assumption that LUR is
considered an intangible assets and hence deducted from the computation of the Tianda
Group’s NTA, Tianda Group’s NTA after deduction of LUR is approximately RMB308.6
million. The Total Consideration based on the Minimum Consideration Scenario, Base
Consideration Scenario and Maximum Consideration Scenario represents premiums of
approximately 67.7%, 125.1%, and 147.3% respectively over the Tianda Group’s NTA after
deduction of LUR.
The above computations and analysis are meant as an illustration and it does not necessary mean
or imply that the net realisable value of the Tianda Group is as stated above. It also does not imply
that the assets or properties of the Tianda Group can be disposed of at the value indicated above
and that after payment of all liabilities and obligations, the values or amounts as indicated for the
respective types of NTA and is realisable or distributable to the shareholders of the Tianda Group.
It should be noted that the NTA basis of valuation provides an estimate of the value of a
hypothetical sale of all its tangible assets over a reasonable period of time and is only relevant in
the event that the Target Group Companies or Tianda Group decides to change the nature of its
business or to release or convert the uses of all its assets. The NTA basis of valuation, however,
2 There are differences in terms of accounting treatments of LUR under China accounting standard (“China GAAP”) and
Singapore FRS, whereby under China GAAP LUR is cited as an example of intangible assets and majority of the companies
reporting under China GAAP would classify LUR under the intangible assets, whereas in accordance with Singapore FRS,
the LUR is presented separately from the intangible assets.
A-80
does not necessarily reflect the value of Target Group Companies or Tianda Group as a going
concern nor can it capture or illustrate any value for Target Group Companies or Tianda Group’s
goodwill or branding. In addition, it does not illustrate the values at which the assets may actually
be realized or disposed of.
7.5 Market quotations and trading activity for the Shares

The historical price chart (based on closing prices and the number of Shares traded on a daily
basis) for the Shares during the period commencing from 7 February 2012 (being the Market Day
12 months prior to the MOU Announcement Date) and ending on the Latest Practicable Date is set
out below:-
Volume ('000) Price (S$)
20,000 0.200
CIMC Side Letter
Pre- Consolidation Issue Price (S$0.13) Announcement 0.190
18,000
(6 Jan 2014)
0.180
16,000 CIMC SPA
MOU Announcement 0.170
14,000 Announcement (29 Jul 2013)
(6 Feb 2013) 0.160
12,000
0.150
10,000 0.140
0.130
8,000
Management Co
Agreement First 0.120
6,000 Announcement
(12 Nov 2013) 0.110
4,000
0.100
2,000
Effective Issue Price (Base Case)(S$0.104) 0.090
0 0.080
19-Feb-13
7-Feb-12
25-May-12
14-Aug-12
10-Sep-12
27-Aug-13
23-Sep-13
21-Jun-12
18-Jul-12
27-Apr-14
5-Mar-12
1-Apr-12
28-Apr-12
7-Oct-12
3-Nov-12
30-Nov-12
27-Dec-12
18-Mar-13
14-Apr-13
11-May-13
7-Jun-13
4-Jul-13
31-Jul-13
20-Oct-13
16-Nov-13
13-Dec-13
9-Jan-14
31-Mar-14
24-May-14
5-Feb-14
4-Mar-14
23-Jan-13
Trading volume Share Price
Source: SGX-ST
For the period commencing from 7 February 2012 and ending on the MOU Announcement Date
(both dates inclusive), we note that the closing price of the Shares were below the Pre-
Consolidation Issue Price on 218 Market Days out of the total of 254 Market Days. We observed
that from 7 February 2013 (being the Market Day immediately after the MOU Announcement Date)
till 10 June 2014 (being the Latest Practicable Date), closing prices for the Shares were above the
Pre-Consolidation Issue Price on 174 Trading Days out of the total 335 Market Days. For the period
commencing from 7 February 2013 till 10 June 2014 (being the Latest Practicable Date), the
closing price for the Shares increased by S$0.027 per Share and closed at S$0.150 per Share on
10 June 2014, being the Latest Practicable Date.
As a general market comparison and observation, the FTSE Straits Times Index (“FTSE STI”) rose
by approximately 10.8% for the period commencing from 7 February 2012 and ending on 6
February 2013 and subsequently increased by approximately 0.5% from 7 February 2013 to the
Latest Practicable Date. For the same period commencing from 7 February 2012 till the MOU
Announcement Date, price for the Shares rose by approximately 7.0% and subsequently increased
by 22.0% from 7 February 2013 till the Latest Practicable Date. We observed that the Shares have
outperformed the FTSE STI for the period commencing from 7 February 2013 (being the Market
Day immediately after the MOU Announcement Date) till the Latest Practicable Date.
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The above chart and the analysis below is presented for illustrative purposes only, and they are by
no means representative of the future trading performance or prices for the Shares.
The volume-weighted closing price (“VWCP”), the highest and lowest transacted prices and trading
volume for the Shares from 7 February 2012 to the Latest Practicable Date are set out below:-
Premium/
(Discount)
of the Pre-
Consolidati Average
on Issue daily
Price over/ Average trading
from the Lowest Highest daily volume as
VWCP(1) per VWCP per transacted transacted trading % of free-
Share Share price price volume(2) float(3)
(S$) (%) (S$ (S$) (Shares) (%)
For the period prior to the MOU Announcement Date (6-February-2013)
Last 12 months 0.1259 3.3% 0.105 0.145 310,646 0.09%

Last 6 months 0.1222 6.4% 0.105 0.135 373,175 0.11%
Last 3 months 0.1235 5.3% 0.107 0.135 392,222 0.11%
Last 1 month 0.1253 3.7% 0.112 0.135 912,130 0.27%
Last transacted
price on 6 February
2013 (being the
MOU Announcement
Date)(4) 0.1230 5.7% 0.122 0.125 215,000 0.06%
For the period after the MOU Announcement Date up to the Latest Practicable Date
Till the Latest

Practicable Date 0.1443 (9.9)% 0.107 0.181 519,803 0.15%
The Latest
Practicable Date(5) 0.1500 (13.3)% 0.149 0.151 91,000 0.03%
Source: SGX-ST
Notes:
(1) The VWCP had been weighted based on the last transacted prices of the Shares and traded volumes for the
relevant trading days for each of the periods.
(2) The average daily trading volume of the Shares is calculated based on the total number of Shares traded during the
period divided by the number of Market Days during that period.
(3) Free float refers to the approximately 343,266,097 Shares or approximately 62.58% of the issued Share capital held
by Shareholders, other than the Substantial Shareholders (including the Vendors Concert Party Group) and
Directors as at the Latest Practicable Date and as enumerated in the Circular.
(4) This represents the last transacted price instead of VWCP for the Shares on 6 February 2013, being the MOU
Announcement Date.
(5) This represents the last transacted price instead of VWCP and trading volume for the Shares on 10 June 2014,
being the Latest Practicable Date.
Based on a general observation of the chart above and after taking into account the summary of
the transacted prices for the Shares, we note that the Pre-Consolidation Issue Price represents:
(i) a slight premium of approximately 5.7% from the last transacted price of S$0.123 per Share
on the SGX-ST on 6 February 2013, being the MOU Announcement Date whilst the
Proposed Acquisition will result in a transfer of control and may result in the Vendors Concert
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Party Group owning directly or indirectly more than 75% of shareholding in the Enlarged
Group ;
(ii) a slight premium of approximately 3.3%, 6.4%, 5.3%, and 3.7% from the VWCP for the
Shares for the period 12-month, 6-month, 3-month and 1-month prior to the MOU
Announcement Date respectively;
(iii) a discount of approximately 9.9% from the VWCP for the Shares for the period commencing
from the Market Day immediately after the MOU Announcement Date and ending on the
Latest Practicable Date; and
(iv) a discount of approximately 13.3% from the last transacted price of S$0.150 per Share on
the SGX-ST on 10 June 2014, being the Latest Practicable Date.
As set out in Section 7.4 of this Letter, after taking into account the total number of Post-
Consolidation Shares to be issued inter-alia the CIMC Additional Shares and the Management Co
Additional Shares, the Effective Pre-Consolidation Issue Price would be approximately S$0.097
(under the Minimum Consideration Scenario), S$0.104 (under the Base Consideration Scenario)
and S$0.106 (under the Maximum Consideration Scenario). For illustrative purpose only, the
premium or discount of the Effective Pre-Consolidation Issue Price over and from the VWCP of
Shares from 7 February 2012 to the Latest Practicable Date are set out below:-
Premium/ (Discount) of
the Effective Pre-Consolidation
Issue Price over/ from the VWCP per Share
VWCP Consideration Consideration Consideration
per Share Scenario Scenario Scenario
(S$) (%) (%) (%)
For the period prior to the MOU Announcement Date (6-February-2013)
Last 12 months 0.1259 (22.7)% (17.4)% (15.9)%

Last 6 months 0.1222 (20.3)% (14.9)% (13.3)%
Last 3 months 0.1235 (21.2)% (15.8)% (14.2)%
Last 1 month 0.1253 (22.3)% (17.0)% (15.5)%
Last transacted price on
6 February 2013 (being
the MOU Announcement
Date) 0.1230 (20.9)% (15.5)% (13.9)%
For the period after the MOU Announcement Date up to the Latest Practicable Date
Till the Latest Practicable Date 0.1443 (32.5)% (27.9)% (26.6)%

The Latest Practicable Date 0.1500 (35.1)% (30.7)% (29.4)%
Source: SGX-ST
We note from the table above, the Effective Pre-Consolidation Issue Price under the three
scenarios generally represent discount from the VWCP for the Shares for the period 12-month, 6-
month, 3-month and 1-month prior to the MOU Announcement Date as well as for the period
commencing from the Market Day immediately after the MOU Announcement Date and ending on
the Latest Practicable Date. Likewise the Effective Pre-Consolidation Issue Price represents a
discount of approximately 20.9% (under the Minimum Consideration Scenario), 15.5% (under the
Base Consideration Scenario), and 13.9% (under the Maximum Consideration Scenario) from the
last transacted prices for the Shares on the MOU Announcement Date.
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For illustrative purpose only, based on the number of Shares traded on a daily basis during the
period commencing from 7 February 2012 and ending on the Latest Practicable Date, we note that
:-
(i) from 7 February 2012 to the MOU Announcement Date (both dates inclusive), Shares were
traded on 201 Trading Days out of the total 254 Market Days during the period, with the total
number of Shares traded being approximately 78.9 million and an average daily trading
volume of approximately 310,646 Shares, which represents 0.06% of the issued Share
capital as at the Latest Practicable Date or approximately 0.09% of the issued Share capital
held by Shareholders other than the Substantial Shareholders (including the Vendors
Concert Party Group) and Directors as at the Latest Practicable Date; and
(ii) for the period commencing from the Market Day immediately after the MOU Announcement
Date till the Latest Practicable Date (both dates inclusive), Shares were traded on 302
Trading Days out of the total 335 Market Days during the period, with the total number of
Shares traded being approximately 174.1 million and an average daily trading volume of
approximately 519,803 Shares, which represents 0.09% of the issued Share capital as at the
Latest Practicable Date or approximately 0.15% of the issued Share capital held by
Shareholders other than the Substantial Shareholders (including the Vendors Concert Party
Group) and Directors as at the Latest Practicable Date.
We note that the trading for the Shares is erratic and that the number of Shares traded during the 1
year period analysed prior to the MOU Announcement Date is relatively low as compared to the
number of issued Shares as at the Latest Practicable Date. It is generally accepted that the more
actively traded the Shares, the greater reliance on market prices as a determination of the fair
value of the Shares between willing buyer and willing seller.
Although the number of Shares that were traded on a daily basis after the MOU Announcement
Date till the Latest Practicable Date is higher as compared to the number of Shares that were
traded on a daily basis during the 1 year period prior to the MOU Announcement Date (save for the
1-month period prior to the MOU Announcement Date), it is nonetheless low at approximately
0.15% of the issued Share capital held by Shareholders other than the Substantial Shareholders
(including the Vendors Concert Party Group) and Directors as at the Latest Practicable Date. On 7
February 2013 (being the Market Day immediately after the MOU Announcement Date), the Share
price increased by S$0.018 or an increase of approximately 14.6%, and the number of Shares that
were traded on that day has increased significantly to 14.6 million Shares. Thereafter and up to the
Latest Practicable Date, Shares were relatively thinly traded and the highest transacted price for
the Shares during the said period is S$0.181. In addition, we observed that the Share price has
increased by S$0.027 or approximately 22.0% from the MOU Announcement Date till the Latest
Practicable Date, and the Shares closed at S$0.150 on the Latest Practicable Date. It appears that
the Shares have outperformed the FTSE STI for the said period. The relatively greater performance
of the Shares as compared to the FTSE STI and the slightly higher average daily trading volume
subsequent to the MOU Announcement Date may, inter alia, have been supported by the Proposed
Acquisition and be a reflection of the prospects or demand for the Shares after the MOU
Announcement Date.
Recommending Directors should note that there is no assurance that the observed slight increase
average trading volume on a daily basis will be maintained or that the transacted prices for the
Shares after the completion of the Proposed Acquisition (or if the Proposed Acquisition lapses) will
be at the same levels prevailing during the period commencing from the MOU Announcement Date
and ending on the Latest Practicable Date.
Recommending Directors should note that the past trading performance for the Shares may
not be relied upon as an indication or promise of its future trading performance.
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7.6 Relative valuation analysis

In evaluating the Proposed Whitewash Resolution, the Total Consideration as well as the Issue
Price, we have considered the financial performance, financial positions and valuation statistics of
Selected Comparable Companies that may, in our view, be broadly comparable to the core
businesses of the Group, the Target Group Companies (whose business activities we understand
from Target Directors are undertaken mainly if not wholly through the Tianda Group), which are in
the airport machinery, equipment and automated logistics system industry (the “Selected
Comparable Companies”). Accordingly our comments, review and analysis for the Target Group
Companies is essentially based on the comments or views or analysis using the relevant profit
after tax and minority interest, net asset value, net tangible asset value, total liabilities, total assets
and total borrowings etc. for the Tianda Group.
The Selected Comparable Companies have been identified after a search was carried out on
various exchanges and evaluation of the companies operating in the same industry as the Group,
the Target Group Companies and the Tianda Group. We have had discussions with Directors and
Management about the suitability and reasonableness of these Selected Comparable Companies
acting as a basis for comparison with the core businesses of the Group, the Target Group
Companies and the Tianda Group prior to the transactions. Relevant information has been
extracted from the annual reports and/or public announcements of the Selected Comparable
Companies. The Selected Comparable Companies may or may not have similar business
operations or similar assets as the Group and/or the Target Group Companies (or the Tianda
Group), accounting policies with respect to the values for which the assets or the revenue and cost
are recorded or the relevant financial period compared may differ from the Group, the Target Group
Companies and the Tianda Group. Recommending Directors should also note that the Target
Group Companies and the Tianda Group are privately held as at the Latest Practicable Date, while
the Selected Comparable Companies are listed companies. It is generally accepted that the value
for quoted shares are generally higher than those for unquoted shares in the view of the listed
status, improved liquidity, disclosure, corporate governance requirements as well as rules of the
relevant exchange that has to be complied with for listing. However, we wish to highlight that
although the Tianda Group is not listed on any stock exchange, its ultimate parent company, China
International Marine Containers (Group) Co., Ltd, is listed on the Hong Kong and the Shenzhen
Stock Exchanges.
We advise Independent Shareholders to note that there may not be any company listed on any
relevant stock exchange that is directly comparable to the Group, the Target Group Companies and
the Tianda Group in terms of size, diversity of business activities and products/services, branding,
geographical spread, track record, prospects, operating and financial leverage, risk profile, quality
of earnings and accounting, listing status and such other relevant criteria. We wish to highlight that
it may be difficult to place reliance on the comparison of valuation statistics for the Selected
Comparable Companies as the business of the Selected Comparable Companies, its capital
structures, growth rates, operating and financial leverage, taxation and accounting policies as well
as the liquidity of these shares and the demand/supply conditions for these shares and that of the
Group, the Target Group Companies and the Tianda Group may differ. As such, any comparison
made herein is necessarily limited and serves only as an illustrative guide and any conclusion
drawn from the comparison may not necessarily reflect the perceived or implied market valuation
(as the case may be) of the Group, the Target Group Companies and the Tianda Group as at the
We have considered the valuation of the Group based on its historical financial figures, including
but not limited to earnings, EBITDA, NAV and NTA (including the Revalued NAV and NTA).
However, as the Group’s earnings and EBITDA were negative for FY2013, hence the valuation of
the Group in terms of PER and the EV/EBITDA are not meaningful except for the salient point that
the Selected Comparable Companies were all profitable with positive EBITDA. In the absence of a
business valuation, and the analysis of the weak financial position and uncertainties with respect to
(a) the Group’s ability to repay the Facility; (b) continued availability of funds to support daily
operations; (c) Group continuing as a going concern and ability to realize its assets and discharge
A-85
its liabilities in the normal course of business highlighted in this Letter as well as the Independent
Auditors’ Report, the relatively practical valuation multiples for the Group are P/NAV and P/NTA.
Notwithstanding the absence of a business valuation for the Group and the inability to compare the
PER multiple and EV/EBITDA ratio of the Group in view of the losses incurred and negative
EBITDA, comparisons for the Target Group companies and Tianda Group with Selected
Comparable Companies for PER multiple and EV/EBITDA ratios has been outlined herein.
Recommending Directors should note that prices at which shares trade include factors other than
historical financial performance, and some of these, inter-alia, include prospects real or perceived
of financial performance or historical share price performance or demand and supply conditions as
well as relative liquidity of the shares and the market capitalisation or relative sentiments of the
market for the shares.
Market
Selected Comparable capitalisation
Companies (S$ million) Principal activities
Weihai Guangtai Airport 812.3 The group is principally engaged in the

Equipment Co Ltd research, development, manufacture and sale
(“Weihan Guangtai”) of airport ground equipment. The group
provides aircraft equipment, devices for
Listed on the Shenzhen aircraft cabin services, freight equipment, fire-
Stock Exchange fighting equipment and other devices,
including pallet loaders, tow tractors,
alternating current power buses, jet start
units, re-fuellers, aircraft deicers,
handicapped vehicles, baggage conveyor
belts, passenger boarding stairs, potable
water service vehicles, lavatory service
vehicles and catering trucks, among others.
Daifuku Co Ltd 1,921.8 The group is engaged in the manufacturing

(“Daifuku”) and sale of material handling systems and
equipment, as well as car washing machines.
Listed on the Tokyo Stock It is also involved in the design and
Exchange manufacture of logistics equipment, the
maintenance and management of buildings,
the development, manufacture and sale of
personal computer peripheral equipment,
industrial computers and network equipment,
as well as the manufacture and sale of
baggage transportation systems used in
airports.
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Interroll Holding Ltd 640.2 The group is engaged in designing space-

(“Interroll”) saving and energy-efficient solutions used in
material handling systems, such as drum
Listed on the SIX Swiss motors for belt conveyors, rollers and roller
Exchange drives for conveyor units, flow storage
modules for pallet and container racket
systems and distribution centers, crossbelt
sorters, belt curves and other conveyor
modules. The main fields of application
include the food industry, airport logistics,
courier/express/postal services, distribution
centers and industrial manufacturers
operating in various segments of the market.
Kardex AG 582.1 The group is engaged in the provision of

(“Kardex”) static and automated storage solutions and
materials handling systems. It has two
Listed on SIX Swiss Exchange business divisions: Kardex Remstar and
Kardex Mlog. The Kardex Remstar division is
active in the development, production and
maintenance of dynamic storage and retrieval
systems. The Kardex Mlog division develops
and manufactures integrated materials
handling systems and automated high-bay
warehouses.
Source: Bloomberg
The following tabulates the salient ratios for comparative financial performance and position for the
Selected Comparable Companies, the Group and the Tianda Group: -
Total Total
liabilities(4)/ borrowings(6)/
Net profit Asset shareholder shareholder
Selected Comparable ROE(1) margin(2) turnover(3) equity(5) equity(5)
Companies FYE (%) (%) (times) (times) (times)
Weihai Guangtai 31-Dec-13 8.0% 10.6% 0.4 0.8 0.3

Daifuku 31-Mar-14 8.0% 3.2% 1.0 1.5 0.6
Interroll 31-Dec-13 11.0% 6.5% 1.2 0.4 0.01
Kardex 31-Dec-13 29.5% 7.9% 2.1 0.8 0.02
Maximum 29.5% 10.6% 2.1 1.5 0.6

Minimum 8.0% 3.2% 0.4 0.4 0.01
Median 9.5% 7.2% 1.1 0.8 0.1
Simple average 14.1% 7.0% 1.2 0.9 0.2
The Group 31-Dec-13 Negative(7) Negative(7) 0.3 1.0 0.7

The Tianda Group 31-Dec-13 18.7% 8.3% 0.8 1.7 0.2
Source: The latest annual reports or announced unaudited full year financial statements of respective companies. The
ratios for Weihai Guangtai, Interroll and Kardex are based on the audited financial statements for the financial year ended
on 31 December 2013. For Daifuku the ratios are computed based on the unaudited financial statements for the financial
year ended on 31 March 2014. For the Group and the Tianda Group, the ratios are computed based on the audited financial
statements for the financial year ended 31 December 2013.
A-87
Notes:
(1) The return on equity (“ROE”) is based on the ratio of the consolidated net profits after tax attributable to the
shareholders to the consolidated shareholders equity excluding minority interest of the respective companies.
(2) Net profit margin is the ratio of the consolidated net profits after tax attributable to shareholders to the total
consolidated revenue of the respective companies.
(3) Asset turnover is the ratio of the total consolidated revenue to the total consolidated assets of the respective
companies.
(4) Total liabilities include all the liabilities of the respective companies but exclude any contingent liabilities.
(5) Shareholders’ equity is the consolidated shareholders’ funds excluding minority interest of the respective companies
as at the respective financial year end of the Selected Comparable Companies, the Group and the Tianda Group.
(6) Total borrowings include all bank loans and borrowings as well as hire purchase obligations and interest bearing
debts.
(7) The Group incurred a loss after tax attributable to the equity holders of approximately S$29.7 million for FY2013.
Hence the Group’s ROE and net profit margin ratios are negative and not meaningful.
Relative Performance of the Group

For illustrative purposes only, we note the following:
The Group incurred a loss after tax attributable to the equity holders of approximately S$29.7
million for FY2013. Hence, the Group’s ROE and net profit margin ratios are negative. In
comparison, all the Selected Comparable Companies were profitable for the period reviewed with
positive ROEs and net profit margins. The Group’s asset turnover is lower than any of the Selected
Comparable Companies.
The ratio of total liabilities to shareholders’ equity for the Group is within the range but slightly
higher than the simple average and median for the Selected Comparable Companies. Meanwhile,
the ratio of total borrowings to shareholders’ equity for the Group is higher than any of the Selected
Comparable Companies.
In summary, the historical financial performance of the Group as reflected by its ROE, net profit
margin and asset turnover appears weaker than the Selected Comparable Companies as the
Group incurred a loss after tax attributable to the equity holders of approximately S$29.7 million for
FY2013. In addition, the Group’s financial position or leverage in terms of the ratio of total
borrowings to shareholders’ equity is higher and less favourable than any of the Selected
Comparable Companies. Recommending Directors may wish to note, inter alia, the analysis of the
weak financial position and uncertainties with respect to: the Group’s ability to repay the Facility;
continued availability of funds to support daily operations; the Group continuing as a going concern
and ability to realize its assets and discharge its liabilities in the normal course of business as
highlighted in this Letter as well as the Independent Auditors’ Report.
We wish to highlight the performance of the Group as reviewed and analyzed in this Letter and
section is based on the audited financial statements for FY2013, and does not reflect any
developments after the balance sheet date.
Relative Performance of the Target Group Companies or the Tianda Group

For illustrative purposes only, we note the following:
The Target Group Companies and Tianda Group’s financial performance in FY2013 in terms of
ROE and net profit margin are within the range and higher than the simple average and median for
the Selected Comparable Companies. Meanwhile, in terms of asset turnover ratio, the Target Group
Companies and the Tianda Group’s performance is within the range but lower than the simple
average and median for the Selected Comparable Companies.
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The ratio of total liabilities to shareholders’ equity for the Target Group Companies and Tianda
Group is higher than any of the Selected Comparable Companies. Meanwhile, the ratio of total
borrowings to shareholders’ equity for the Target Group Companies and Tianda Group is generally
in line with the simple average, but slightly higher than the median for the Selected Comparable
Companies.
We note that for FY2013, the Group when compared to the Target Group Companies and Tianda
Group, was not profitable and had negative EBITDA and ROE. The Group’s asset turnover and
ratio of total borrowings to shareholder equity was not as favourable as compared to those for the
Target Group Companies or the Tianda Group although the Group’s ratio of total liabilities to
shareholder equity was lower than that for the Target Group Companies and Tianda Group.
In summary, the historical financial performance of the Target Group Companies and Tianda Group
as reflected by its ROE and net profit margin appear to be more favourable than the median and
simple average of the Selected Comparable Companies. In terms of asset turnover, the Target
Group Companies and Tianda Group’s performance is less favourable than the median and simple
average of the Selected Comparable Companies. In addition, the Target Group Companies and
Tianda Group’s financial position in terms of the ratio of total liabilities to shareholders’ equity is
higher and less favourable than any of the Selected Comparable Companies while its ratio of total
borrowings to shareholders’ equity is generally in line with the simple average, but slightly higher
than the median for the Selected Comparable Companies.
We also wish to highlight the performance of the Target Group Companies and Tianda Group as
reviewed and analyzed in this Letter and section is based on the latest audited financial statements
for FY2013, and does not reflect any development after the balance sheet date are not included in
this section.
The following valuation statistics for the Selected Comparable Companies are based on their
respective closing prices as at the Latest Practicable Date, while those for the Group, the Target
Group Companies and Tianda Group are based on the Pre-Consolidation Issue Price (or the
Effective Pre-Consolidation Issue Price) and the Total Consideration under various scenarios
highlighted in Section 7.1 of this Letter respectively. All the valuation statistics are computed on a
historical basis using financial data and information obtained from their latest publicly available
unaudited full year financial statements or audited full year financial statements from their annual
reports or full year result announcements.
The following table tabulates the comparative valuation statistics for the Selected Comparable
Companies, the Group, the Target Group Companies and Tianda Group and should be evaluated in
the context of their relative financial performance.
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Premium/
Market EV/ (discount)
Selected Capitalisation PER(1) EBITDA P/NTA(2) P/NAV(3) over/from
Comparable NTA
Companies (S$’ million) (times) (times) (times) (times) (%)
Weihai Guangtai 812.3 42.7 30.1 3.5 (7) 3.4 251.4%

Daifuku 1,921.8 20.4 9.8 1.9 1.6 92.2%
Interroll 640.2 22.3 9.7 3.4 2.4 241.8%
Kardex 582.1 10.8 5.7 3.3 3.2 230.4%
Maximum 1,921.8 42.7 30.1 3.5 3.4 251.4%

Minimum 582.1 10.8 5.7 1.9 1.6 92.2%
Median 726.2 21.3 9.7 3.4 2.8 236.1%
Simple average 989.1 24.0 13.8 3.0 2.7 203.9%
The Group (4)

As at the Latest
Practicable Date 82.8 Negative(5) Negative(5) 1.1 1.1 12.7%
The Pre-Consolidation
Issue Price 71.3 Negative(5) Negative(5) 1.0 1.0 (3.0)%
The Effective
Pre-Consolidation
Issue Price
(a) Minimum Scenario 53.4 Negative(5) Negative(5) 0.7 0.7 (27.4)%
(b) Base Consideration
Scenario 57.0 Negative(5) Negative(5) 0.8 0.8 (22.4)%
(c) Maximum
Consideration
Scenario 58.1 Negative(5) Negative(5) 0.8 0.8 (21.0)%
The Tianda Group (6)

Minimum Consideration 102.5 7.3 6.2 1.4(7) 1.4 40.6%
Base Consideration 137.6 9.8 8.1 1.9(7) 1.8 88.7%
Maximum Consideration 151.2 10.8 8.9 2.1(7) 2.0 107.3%
Notes:
(1) The PERs for the Selected Comparable Companies are based on the earnings per share as reflected in their latest
announced unaudited full year financial statements or audited financial statements from their annual reports as at
the respective financial year end.
(2) The P/NTA ratios for the Selected Comparable Companies are based on their respective NTA values as set out in
their latest available announced unaudited full year financial statements or audited financial statements from their
annual reports and for the purposes of comparison the NTA used is before deduction of any land use rights.
(3) The P/NAV ratios for the Selected Comparable Companies are based on their respective NAV values as set out in
their latest available announced unaudited full year financial statements or audited financial statements from their
annual reports.
(4) For the Group, the computations for PER, EV/EBITDA, P/NTA and P/NAV ratios are based on the market
capitalization based on the latest closing price for the Share as at the Latest Practicable Date and the Pre-
Consolidation Issue Price, the Effective Pre-Consolidation Issue Price of S$0.097 (under the Minimum
Consideration Scenario), S$0.104 (under the Base Consideration Scenario), S$0.106 (under the Maximum
Consideration Scenario), the Revalued NAV and the Revalued NTA. Please refer to Section 7.4.1 of this Letter.
(5) In FY2013, the Group reported a loss after tax attributable to the equity holders of approximately S$29.7 million and
EBIDTA was negative of approximately S$25.7 million, hence the Group’s PER and EV/EBITDA ratios are negative
and not meaningful.
(6) For the Tianda Group, the computations for PER, EV/EBITDA, P/NTA and P/NAV ratios are based on the Total
Consideration under three different scenarios, the Tianda Group’s NAV as at 31 December 2013 and the Tianda
Group’s NTA before deduction of LUR. Please refer to Section 7.4.2 of this Letter.
(7) For consistency and comparison purpose, P/NTA for both the Tianda Group and Weihai Guangtai are computed
based on NTA before deduction of LUR.
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Relative valuation for the Group

For illustrative purpose only, we note the following: -
(i) The market capitalisation of the Group as implied by the latest closing price as at the Latest
Practicable Date and the Pre-Consolidation Issue Price (for various scenarios) are lower
than any of the Selected Comparable Companies. We note that the trading statistics for
companies with higher market capitalisation may be different than those with lower market
capitalisation and this may be attributable to the relative liquidity in terms of number or value
of shares traded as well as relative interest in shares of companies with larger market
capitalisations. Thus, comparisons of the Group’s valuation ratios may be limited.
(ii) In FY2013, the Group reported a loss after tax attributable to the equity holders of
approximately S$29.7 million and EBIDTA was negative of approximately S$25.7 million. As
the Group’s PER and EV/EBITDA ratios are negative, comparisons with Selected
Comparable Companies for PER and EV/EBITDA are limited and not meaningful. For
comparison purpose only, we note that the Selected Comparable Companies are all
profitable, and valued at PER of between 10.8 times to 42.7 times and EV/EBITDA of
between 5.7 times to 30.1 times.
(iii) The valuation of the Group in terms of P/NAV and P/NTA (as implied by the latest closing
price for the Share as at the Latest Practicable Date, the Pre-Consolidation Issue Price, the
Effective Pre-Consolidation Issue Price and the Revalued NAV and the Revalued NTA) are
all lower than any of the Selected Comparable Companies.
In summary, the relatively lower or unfavourable valuation of the Group in terms of P/NTA and
P/NAV ratios (as implied by the Pre-Consolidation Issue Price, the Effective Pre-Consolidation
Issue Price, the Revalued NTA and the Revalued NAV) should be assessed in the context of the
Group’s weak financial performance (loss making in FY2012, FY2013 and 1Q2014) and financial
position (in terms of the Group’s higher total borrowing to shareholders’ equity ratio as compared to
the Selected Comparable Companies, dwindling net working capital and shareholders’ equity), the
emphasis of matter described in the AR2013 pertaining to, inter alia, going concern assumption,
breach of the Group’s loan covenant as announced on 27 February 2014 as well as the Directors’
representation that the Group’s continuing operation and ability to continue as going concern is
heavily dependent on the support provided by the CIMC Group (for both past and future).
Relative valuation for the Target Group Companies and Tianda Group
For illustrative purpose only, we note the following: -
(i) The market capitalisation of the Target Group Companies and Tianda Group, as implied by
the Total Consideration under the three scenarios is lower than any of the Selected
Comparable Companies. We note that the trading statistics for companies with higher market
capitalisation may be different than those with lower market capitalisation and this may be
attributable to the relative liquidity in terms of number or value of shares traded as well as
relative interest in shares of companies with larger market capitalisations.
(ii) The valuation of the Target Group Companies and Tianda Group in terms of PER as implied
by the Total Consideration are lower than any of the Selected Comparable Companies
(under the Minimum Consideration Scenario and the Base Consideration Scenario) and is
equal to the minimum for the Selected Comparable Companies (under the Maximum
Consideration Scenario).
(iii) The valuation of the Target Group Companies and Tianda Group in terms of EV/EBITDA
ratios, as implied by the Total Consideration in all three scenarios are within the range and
lower than the simple average and median for the Selected Comparable Companies.
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(iv) The valuation of the Target Group Companies and Tianda Group in terms of P/NAV (as
implied by the Total Consideration and the Target Group Companies and Tianda Group’s
NAV as at 31 December 2013) and P/NTA (as implied by the Total Consideration and the
Target Group Companies and Tianda Group’s NTA before deduction of LUR as at 31
December 2013) under the Minimum Consideration Scenario are lower than any Selected
Comparable Companies. The valuation of the Target Group Companies and Tianda Group in
terms of P/NAV (as implied by the Total Consideration and the Target Group Companies and
Tianda Group’s NAV as at 31 December 2013) and P/NTA (as implied by the Total
Consideration and the Target Group Companies and Tianda Group’s NTA before deduction
of LUR as at 31 December 2013) under the Base Consideration Scenario and Maximum
Consideration Scenario are within the range and lower than the simple average and median
for the Selected Comparable Companies.
In general, the valuation of the Target Group Companies or the Tianda Group in terms of PER,
EV/EBITDA, P/NTA and P/NAV as implied by the Total Consideration under the Base Consideration
Scenario and Maximum Consideration Scenario are within the range and lower than the simple
average and median for the Selected Comparable Companies. Meanwhile, under the Minimum
Consideration Scenario, the valuation of the Tianda Group in terms of PER, P/NAV and P/NTA are
lower than any of the Selected Comparable Companies. In summary the valuation of the Target
Group Companies and Tianda Group in terms of PER, EV/EBITDA, P/NTA and P/NAV as implied
by the Total Consideration is comparable to the Selected Comparable Companies.
The above valuation multiples for the Target Group Companies and Tianda Group should be
assessed in the context of: (a) the historical financial performance of the Target Group Companies
and Tianda Group as reflected by its ROE and net profit margin which appears to be more
favourable than the median and simple average of the Selected Comparable Companies whilst the
historical financial position of the Target Group Companies and Tianda Group in terms of the ratio
of total liabilities to shareholders’ equity is higher and less favourable than any of the Selected
Comparable Companies while its ratio of total borrowings to shareholders’ equity is generally in line
with the simple average, but slightly higher than the median for the Selected Comparable
Companies.; (b) the fact that the Target Group Companies are privately held as at the Latest
Practicable Date, while the Selected Comparable Companies are listed companies. It is generally
accepted that the value for quoted shares are generally higher than those for unquoted shares in
the view of the listed status, improved liquidity, disclosure, corporate governance requirements as
well as rules of the relevant exchange that has to be complied with for listing; and (c) the Proposed
Acquisition involves an acquisition of a 100% of the total share capital of the Target Group
Companies (with absolute control) as compared to the trading statistics for shares of Selected
Comparable Companies which are based on transactions which do not result in acquisition of
control.
We also note that, based on CIMC Group’s annual report for FY2013, the airport facilities
segment’s contribution (which comprises mainly the Tianda Group) in terms of revenue, net profit,
and segment assets to the CIMC Group are approximately 1.5%, 4.4% and 2.4% respectively.
Although the airport facilities segment’s contribution is marginal in terms of revenue, net profit and
segment assets, it is one of the most profitable segment in terms of gross margin. In addition, the
CIMC Group’s valuation as implied by the last transacted price on the Latest Practicable Date in
terms of PER, P/NTA and P/NAV ratios are 14.6 times, 2.0 times and 1.5 times respectively. For
illustrative purpose only, the Tianda Group’s valuation (as implied by the Total Consideration under
the various scenarios) in terms of PER is lower than the valuation for the CIMC Group. However,
the Tianda Group’s valuation (as implied by the Total Consideration under the Maximum
Consideration Scenario and the Base Consideration Scenario) in terms P/NAV are higher than the
valuation of the CIMC Group. On the other hand, the P/NAV valuation multiple for the Tianda Group
(as implied by the Total Consideration under the Minimum Consideration Scenario) is lower than
the valuation of the CIMC Group. The Tianda Group’s valuation (as implied by the Total
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Consideration under the Minimum Consideration Scenario and Base Consideration Scenario) in
terms P/NTA is lower than the valuation of the CIMC Group, but the Tianda Group’s valuation (as
implied by the Total Consideration under the Maximum Consideration Scenario) is higher than the
valuation of the CIMC Group.
As the Group was not profitable and had negative EBITDA, comparisons with the Target Group
Companies and Tianda Group in terms of PER multiples and EV/EBITDA ratio is not meaningful.
However we note that the valuation of the Group in terms of P/NAV and P/NTA (as implied by the
Pre-Consolidation Issue Price, the Effective Pre-Consolidation Issue Price, the Revalued NTA and
the Revalued NAV) is significantly lower than the valuation of the Target Group Companies and
Tianda Group (as implied by the Total Consideration under the Base Consideration Scenario and
Maximum Consideration Scenario and its NAV and NTA before deduction of LUR). Whilst these
should be viewed in the context of the Group’s weak financial position and poor financial
performance, we note that as the Proposed Acquisition involves a transfer of control and may result
in the Vendors Concert Party Group having a shareholding interest of between approximately
70.87% and 76.35% in the Company, it does appear that the Group is valued relatively lower in
terms of P/NAV and P/NTA as compared to the Target Group Companies and Tianda Group.
We also wish to highlight that the NAV and NTA based approach of valuing a company is
dependent on factors that may differ for each Selected Company including, inter alia, factors such
as depreciation policies. As such, the comparison of the NAV, NTA, Revalued NAV and Revalued
NTA (as may be applicable) of the Group, the Target Group Companies and Tianda Group with
those of the Selected Comparable Companies is necessarily limited and such comparison is made
for illustrative purposes only. In addition, as all the ratios and tools used invariably uses the price of
shares, they may or may not take into account any relative or perceived or actual risk premiums or
demand and supply conditions for those shares which may or may not have been fundamentally
justified. In addition, as these are tools or ratios that are based on historical financial performance
or position, they may or may not reflect the anticipated financial performance and the mix of its
activities or the relative emphasis in terms of assets, financial performance may differ.
Recommending Directors should note that prices at which shares trade include factors other than
historical financial performance, and some of these, inter alia, include prospects real or perceived
of financial performance or historical share price performance or demand and supply conditions as
well as relative liquidity of the shares and the market capitalization or relative sentiments of the
market for the shares.
7.7 Valuation of the Tianda Group

We understand from Directors that the Company has commissioned the Valuer to provide a market
valuation of the Tianda Group as at 31 December 2013 (the “Valuation Date”) in respect of the
Proposed Acquisition. The Valuation Report is attached as Appendix C to the Circular.
Based on the Valuation Report, the Valuer is of the opinion that the market value for 100% of the
equity interest in the Tianda Group, as at the Valuation Date is approximately S$197.6 million. We
wish to highlight that the market value of approximately S$197.6 million is approximately 30.7%
higher than the Maximum Consideration Scenario of approximately S$151.2 million.
As stated in the Valuation Report, the Valuer took an income approach technique known as
discounted cash flow method to discount the future value of the business into a present market
value. This method eliminates the discrepancy in time value of money by using a discount rate to
reflect all business risks including intrinsic and extrinsic uncertainties in relation to the business.
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Under this method, value depends on the present worth of future economic benefit to be derived
from the projected income. Indications of value have been developed by discounting projected
future net cash flows available for payment of shareholders’ interest to their present worth at
discount rate which in the Valuer’s opinion is appropriate for the risks of the business. In
considering the appropriate discount rate to be applied, the Valuer has taken into account a
number of factors including the current cost of finance and the considered risk inherent in the
business.
The Directors and Target Directors have confirmed that they had reviewed the Valuation Report to
understand the assumptions, methodology used and information relied upon by the Valuer in
arriving at the market value for 100% of equity interest in Tianda Group. The Directors have
reviewed the information made available to them as a whole and are of the opinion that the
assumptions and methodology of the Valuation Report are reasonable and have confirmed that
given the investment holding nature of Techman, the market value for 100% of equity interest in
Tianda Group is similar to the market value for 100% of equity interest in Target Group Companies.
We note that the market value as ascertained in the Valuation Report, depends inter-alia on
assumptions of forward or projected income or projected orders and cost/expenses which may or
may not materialize at the indicated or projected margins or cost/expenses.
We wish to highlight that the market value is derived based on, inter alia, financial forecast of the
Tianda Group for period of 5 years and assumption that the Tianda Group will grow at a fixed long
term growth rate of 3% after the forecasted period of 5 years. We note that the average project
duration for the Tianda Group is approximately 12 months and the Tianda Group’s order book
amounted to approximately RMB1.49 billion as at the Latest Practicable Date, which is
approximately 1.7 times the Tianda Group’s revenue in FY2013. In addition, we note that the net
present value of the terminal value accounted for approximately 90% of the total enterprise value.
We recommend that the Recommending Directors advise the Independent Shareholders to note
and review the contents of the Valuation Report (attached as Appendix C to the Circular) in its
entirety including the assumptions made and the basis for the assumptions.
7.8 Comparison with precedent reverse takeover transactions

In our assessment of the reasonableness of the Issue Price or the Pre-Consolidation Issue Price
as compared to the last traded price of the Shares prior to MOU Announcement Date, the impact
on the dilution arising from the number of Post-Consolidation Shares to be issued for the Proposed
Acquisition and the Total Consideration and the acquisition consideration as compared to the NTA
of the relevant target companies, we have considered the details of other selected completed
reverse takeover (“RTO”) transactions that involved SGX-ST listed companies (“Selected RTO
Companies”), and issuance of their shares. Shareholders should note that most of these Selected
RTO Transactions are more than 1 year old since their respective completion dates, and as such
references or observation made herein is necessary limited.
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Premium/
(Discount) of
issue price
over last price Purchase
Percentage of Price on last traded on consideration/
new share to traded market market day NTA(for the
No. of shares existing Adjusted day prior to prior to target
Selected RTO Target Announceme issued shares Issue price announcement announcement companies)
Companies Companies nt date ('000) (%) (S$) (S$) date (times)
Westech Electronics Limited(1) Plexus Components

Pte Ltd 1-Jul-09 42,050 525 0.0024 0.040 (94.0)% 0.80
Friven & Co. Ltd China Children

Fashion Holdings
Pte. Ltd. 10-Sep-09 1,280,000 172 0.05 0.040 25.0% 4.40
Wepco Ltd HSR International

Realtors Pte Ltd 16-Nov-09 80,000 491 0.50 0.230 117.4% 6.20
Esmart holdings Limited(2) DMSB and DFZ

Capital Berhard 28-Jun-10 18,100,562 2,559 0.016 0.015 5.1% 7.61
Eagle Brand Holdings Limited Nam Cheong

Dockyard Sdn. Bhd.
and Nam Cheong
Offshore Sdn. Bhd. 1-Oct-10 94,400,000 8,068 0.084 0.075 11.3% 3.14
SM Summit holdings ltd Centurion dormitory

(Westlite) Pte. Ltd. and
Lan Beng-Centurion
(Mandai) Pte Ltd 13-Jan-11 949,703 262 0.100 0.135 (25.9)% 1.00
Kyodo-allied industries ltd Great Spirit

Management Limited 10-Mar-11 1,643,836 4,393 0.365 0.280 30.4% 1.04
Asia Silk Holdings Ltd Chaswood Resources

Sdn. Bhd. 25-Mar-11 2,026,178 1,479 0.030 0.021 42.9% 5.42
Radiance Group Limited Global Invacom

Holdings Limited 30-Jun-11 164,054,189 249 0.077 0.080 (3.7)% 2.24
Fastube Limited Atlantic Navigation

Holdings Inc. 13-May-10 2,480,938 1,985 0.064 0.085 (24.7)% 2.60
Ultro Technologies Limited Ley Choon

Constructions and
Engineering Pte Ltd 26-Dec-11 3,928,571 910 0.028 0.017 64.7% 2.30
Sinobest Technology OKH Holdings Pte. Ltd. 5-Jul-11 1,026,539 927 0.120 0.260 (53.8)% 0.62
Holdings Ltd.
Hartawan Holdings Limited Wilton Resources

Holdings Pte. Ltd. 31-Oct-11 1,500,000,000 222 0.2 0.142 40.1% n.m.
Scorpio East Holdings Ltd. KOP Properties

Pte. Ltd. 26-Aug-13 714,285,714 775.7 0.105 0.091 15.4% 1.0
Maximum 8,068.0 117.4% 7.6

Minimum 172.0 (94.0)% 0.6
Median 842.9 13.7% 2.3
Simple Average 1,644.1 10.9% 3.0
The Company(3) The Tianda Group 6-Feb-13 1,053,085,624 to 192 to 260 0.13 0.123 5.7% 1.4 to 2.1 (4)
1,427,331,774
Notes:
(1) Westech Electronics Limited carried out share consolidation and debt conversion exercises prior to the issuance of
new share.
(2) Based on NTA of Esmart Group as at 31 December 2009.
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(3) The existing issued Shares of the Group as at the Latest Practicable Date is 548,488,257. For the Proposed
Acquisition, the number of.Pre-Consolidation Shares to be issued under the Minimum Consideration Scenario and
the Maximum Consideration Scenario is 1,053,085,624 (including the CIMC Additional Shares and the Management
Co Additional Shares) and 1,427,331,774 (including the CIMC Additional Shares and the Management Co
Additional Shares)respectively.
(4) Based on the Tianda Group’s NTA before deduction of LUR as at 31 December 2013.
From the table above, we note the equivalent number of Pre-Consolidation Consideration Shares
based on the number of Post-Consolidation Shares to be issued pursuant to the Proposed
Acquisition as a percentage of the number of issued Shares as at the Latest Practicable Date is
between approximately 192% to 260% and this is lower than the simple average and median for
the Selected RTO Transactions.
We note that for the Proposed Acquisition, the Pre-Consolidation Issue Price represents a premium
of approximately 5.7% from the last transacted prices for the Shares on the MOU Announcement
Date which is within the range but slightly lower than the simple average and median
premium/discount of the issue price to the last transacted price prior to the announcement for the
Selected RTO Transactions.
As set out in Section 7.4 of this Letter, using the total number of Post-Consolidation Shares to be
issued including the CIMC Additional Shares and the Management Co Additional Shares, the
Effective Pre-Consolidation Issue Price would be approximately S$0.097 (under the Minimum
Consideration Scenario), S$0.104 (under the Base Consideration Scenario) and S$0.106 (under
the Maximum Consideration Scenario). Accordingly, the Effective Pre-Consolidation Issue Price is
at a discount of approximately 20.9% (under the Minimum Consideration Scenario), 15.5% (under
the Base Consideration Scenario), and 13.9% (under the Maximum Consideration Scenario) from
the last transacted price on the MOU Announcement Date. Although these discounts are within the
range, we note that it is less favourable than the simple average and median premium/discount of
the issue price to the last transacted price prior to the announcement for the Selected RTO
Transactions.
We note that for the Selected RTO Transactions, the considerations payable were mostly at
premiums above the NTA of the respective target companies, with acquisition consideration/NTA
ratios ranging from between approximately 0.6 time and 7.6 times with a simple average of
approximately 3.0 times and median of approximately 2.3 times. For the Proposed Acquisition, the
P/NTA ratio (as implied by the Target Group Companies and Tianda Group’s NTA before deduction
of LUR as at 31 December 2013) is between approximately 1.4 times (based on the Minimum
Consideration Scenario) to 2.1 times (based on the Maximum Consideration Scenario), is within
the range and lower than the simple average ratio of acquisition consideration/NTA for the Selected
RTO Transactions. As set out in Section 7.4.2, in the event that the LUR is considered an intangible
assets and hence deducted from the computation of the Target Group Companies and Tianda
Group’s NTA, the Target Group Companies and Tianda Group’s NTA after deduction of LUR is
approximately RMB308.6 million. Hence, the P/NTA (as implied by the Target Group Companies
and Tianda Group’s NTA after deduction of LUR) is between approximately 1.7 times (based on the
Minimum Consideration Scenario) and 2.5 times (based on the Maximum Consideration Scenario),
which is within the range, slightly higher than the median and lower than the simple average ratio
of acquisition consideration/NTA for the Selected RTO Transactions.
In general, the Proposed Acquisition appears to be more favourable than the Selected RTO
Transactions in terms of the dilution impact for the Independent Shareholders, arising from the
issuance of the Post-Consolidation Shares, whilst in terms of the comparison of the Effective Pre-
Consolidation Issue Price against the last transacted price for the Shares on the MOU
Announcement Date and the ratio of P/NTA for the Target Group Companies and Tianda Group,
the Proposed Acquisition appears to be less favourable than the simple average and median for
the Selected RTO Transactions.
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We wish to highlight that the level of premium (if any) an acquirer would normally pay for acquiring
a listed company through a reverse takeover varies in different circumstances depending on, inter
alia, the attractiveness of the underlying business to be acquired by the listed company, the
synergies to be gained by the acquirer from integrating the target company’s business with the
existing business of the listed company, the possibility of a significant appraisal of the assets to be
acquired, the availability of substantial cash reserves, the liquidity in the trading of listed company’s
shares, the presence of competing bids for the target company, the extent of control the acquirer
already has in the target company or the extent of control the existing substantial or controlling
shareholders have on the listed company, relative or perceived motivation to sell/buy and current
market expectation as well as general economic and business risks.
We wish to highlight that the list of companies and Selected RTO Transactions listed above are not
directly comparable to the Group or the Target Group Companies or Tianda Group in terms of size,
market capitalisation, business activities, asset base, geographical spread, track record, accounting
policy, future prospects and other relevant criteria. Each of the Selected RTO Transactions must be
judged on its own commercial and financial merits. Furthermore, the list of Selected RTO
Transactions is by no means exhaustive and information relating to the successful RTO
Transactions was compiled from public available information. Therefore, any comparison with the
Selected RTO Transactions is for illustrative purpose only and merely serves as a guide to illustrate
the relative premiums or discounts for the transactions. Conclusions drawn from the comparisons
made may not necessarily reflect any perceived market valuation for the Group or the Target Group
Companies or Tianda Group.
7.9 Proforma financial effects of the Proposed Acquisition

The proforma financial effects of the Proposed Acquisition and the underlying assumptions are set
out in Section 16 of the Circular. We recommend that the Recommending Directors advise the
Independent Shareholders to read those pages of the Circular carefully.
The following is an extract from the Circular and is set out in italics below. Unless otherwise defined
or the context otherwise requires, all terms defined in the Circular shall have the same meaning
herein.
“16. PRO FORMA FINANCIAL EFFECTS OF THE PROPOSED ACQUISITION

The pro forma financial effects of the Proposed Acquisition are for illustrative purposes only
and do not necessarily reflect the actual results and financial position of the Enlarged Group
following the Proposed Acquisition Completion.
The pro forma financial effects of the Proposed Acquisition have been prepared based on
the following assumptions:
(i) the pro forma financial effects of the Proposed Acquisition on the share capital,
earnings, NTA and gearing of the Enlarged Group have been prepared based on the
audited consolidated financial statements of the Tianda Group for FY2013 and the
audited consolidated financial statements of the Group for FY2013;
(ii) the financial effects on the Enlarged Group’s earnings and earnings per share are
computed assuming that the Proposed Acquisition had been completed on 1 January
2013. The financial effects on the Enlarged Group’s NTA and gearing are computed
assuming that the Proposed Management Co Acquisition and the Proposed CIMC
Acquisition had been completed on 31 December 2013;
(iii) the fair value adjustments on the net assets of the Enlarged Group (save for the
leasehold property of the Pteris Group) and positive or negative goodwill arising from
the Proposed Acquisition, if any, have not been considered and will be determined on
the date of completion when CIMC-HK and the Management Co have effectively
obtained control of the Company. As the final goodwill or negative goodwill will have to
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be determined at the completion of the Proposed Acquisition, the actual amount could
be materially different from the aforementioned assumption. Any goodwill or negative
goodwill arising thereon from the Proposed Acquisition will be accounted for in
accordance with the accounting policies of the Company;
(iv) the issuance of new Shares of the Company pursuant to the Proposed Acquisition are
on a post-Consolidation basis;
(v) 46,153,846 Management Co Consideration Shares and 107,692,307 CIMC

Consideration Shares were issued at the Issue Price on 1 January 2013;
(vi) 37,047,372 CIMC Additional Shares and 15,877,445 Management Co Additional

Shares were issued for nil consideration on 1 January 2013; and
(vii) 1,846,153 AM Conversion Shares were issued at the Issue Price on 1 January 2013;
In addition to the above bases and assumptions, the following assumptions have been
assumed for the Minimum Dilution Scenario and the Maximum Dilution Scenario respectively
as follows:

(ii) no Management Co Crisplant Shares and CIMC Crisplant Shares were issued on 1
January 2013;
(iii) no Management Co Prolongation Claims Shares and CIMC Prolongation Claims

Shares were issued on 1 January 2013; and
(iv) 846,153 Canaccord Shares were issued at the Issue Price on 1 January 2013.
Maximum Dilution Scenario

(ii) 9,230,768 Management Co Crisplant Shares and 21,538,461 CIMC Crisplant Shares
were issued at the Issue Price on 1 January 2013;
(iii) 3,300,922 Management Co Prolongation Claims Shares and 7,702,153 CIMC

Prolongation Claims Shares were issued at the Issue Price on 1 January 2013; and
(iv) 1,100,000 Canaccord Shares were issued at S$0.50 on 1 January 2013.
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Share capital
After the Proposed



Add: Issue of the AM Conversion Shares – 1,200 1,200
Add: Issue of the Canaccord Shares – 550 550
Add: Issue of CIMC Consideration
Shares – 70,000 70,000
Add: Issue of Management
Co Consideration Shares – 30,000 30,000
Add: Issue of the CIMC

Additional Shares, – – –
Add: Issue of the Management
Co Additional Shares, – – –
Add: Issue of CIMC Deferred
Consideration Shares – 1,750 16,800
Add: Issue of Management Co
Deferred Consideration Shares – 750 7,200
Add: Issue of CIMC Crisplant Shares – – 14,000
Co Crisplant Shares – – 6,000
Add: Issue of CIMC Prolongation
Claims Shares – – 5,006
Co Prolongation Claims Shares – – 2,146
Number of Pre-Consolidation
Shares (’000) 548,488 N.A. N.A.
Number of Post-Consolidation
Shares (’000) 109,698 323,007 398,110
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NTA
After the Proposed


NTA of the Pteris Group 34,109 34,109 34,109

Add: Consolidation adjustment (1) – 35,816 35,816
Add: NTA of the Tianda Group
attributable to the Pteris Group – 76,374 76,374
Enlarged NTA 34,109 146,299 146,299
Number of Post-Consolidation
Shares (’000) 109,698 323,007 398,110
NTA per Post-Consolidation Share
(cents) 31.09 45.29 36.75
Note:
(1) This relates mainly to the estimated fair value adjustment (net of tax) in relation to a leasehold property of the Pteris
Group.
Earnings
After the Proposed


Loss for the year (29,685) (29,685) (29,685)

Add: Profit after tax of the Tianda
Group attributable to the Pteris Group - 14,343 14,343
Add: Consolidation adjustment – (4,526) 13,426 (1)
Loss for the year (29,685) (19,868) (1,916)
Weighted average number of

Post-Consolidation Shares (‘000) 109,698 323,007 398,110
Loss per Post-Consolidation Share
(cents) (27.06) (6.15) (0.48)
Note:
(1) This relates mainly to the negative goodwill arising from consolidation and the depreciation expense, mainly
attributable to adjustment to the fair value of a leasehold property of the Pteris Group.
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Gearing
After the Proposed


Net debt(1) 31,404 41,887 41,887

Total capital(2) 35,530 153,185 152,013
Gearing ratio 88% 27% 28%
Notes:
(1) Net debt is defined as total interest-bearing borrowings, net of cash.
(2) Total capital includes non-controlling interests.”
Based on the above, we note that the Proposed Acquisition, would generally result in an
improvement in both loss per Post-Consolidation Share and gearing of the Enlarged Group (after
issuance of Post-Consolidation Shares pursuant to the Proposed Acquisition, the CIMC Additional
Shares, the Management Co Additional Shares, the AM Conversion Shares and the Canaccord
Shares).
The Enlarged Group’s loss per Post-Consolidation Share would be lowered from approximately
27.06 Singapore cents (before the Proposed Acquisition) to approximately 6.15 Singapore cents
(under the Minimum Dilution Scenario) and approximately 0.48 Singapore cents (under the
Maximum Dilution Scenario). However, Recommending Directors should note that the substantial
improvement in the Enlarged Group’s loss per Post-Consolidation Share under the Maximum
Dilution Scenario relates mainly to, inter-alia the negative goodwill arising from consolidation and
the depreciation expense which is attributable to adjustment to the fair value of a leasehold
property of the Group and the effects of consolidating the Target Group Companies or Tianda
Group’s earnings for the relevant period. In the event that the effect of the negative goodwill is
excluded, the Enlarged Group’s loss per Post-Consolidation Share would be approximately 4.08
Singapore cents for the Maximum Dilution Scenario, which is an improvement from the loss per
Post-Consolidation Share of approximately 27.06 Singapore cents prior to the Proposed
Acquisition.
It is noted that the Enlarged Group’s gearing ratio will improve to approximately 27% (under the
Minimum Dilution Scenario) or 28% (under the Maximum Dilution Scenario) from approximately
88% (before the Proposed Acquisition).
We wish to highlight that based on the table above, the financial effects of the Proposed Acquisition
on the Enlarged Group’s NTA per Post-Consolidation Share are generally favourable. Under the
Minimum Dilution Scenario, the Enlarged Group’s NTA per Post-Consolidation Share would
increase to approximately 45.29 Singapore cents from approximately 31.09 Singapore cents
(before the Proposed Acquisition). Meanwhile, under the Maximum Dilution Scenario, the Enlarged
Group’s NTA per Post-Consolidation Share would increase to approximately 36.75 Singapore cents
from approximately 31.09 Singapore cents (before the Proposed Acquisition), the difference being
attributable to the number of Post Consolidation Shares issued and without taking into account the
relevant adjustments to the NTA arising from the circumstances pursuant to which the Post-
Consolidation Shares are issued. We note that the improvement in NTA for the Enlarged Group is
also attributed to the consolidation adjustment of approximately S$35.8 million, which relates
mainly to the estimated fair value adjustment (net of tax) in relation to a leasehold property of the
Group.
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In the event that the consolidation adjustment of approximately S$35.8 million is excluded, the
Enlarged Group’s NTA per Post-Consolidation Share under the Minimum Dilution Scenario and the
Maximum Dilution Scenario would be approximately 34.20 Singapore cents and 27.75 Singapore
cents respectively.
We wish to highlight that the Proposed Acquisition will lead to reduction in loss per Post-
Consolidation Share (mainly due to the dilution effect attributed to the issuance of the Post-
Consolidation Shares, the effect of negative goodwill arising from the Proposed Acquisition and
consolidation of the Target Group Companies or Tianda Group’s earnings), improvements in
gearing and NTA per Post-Consolidation Share (taking into account the consolidation adjustment)
for the Enlarged Group.
In addition, as set out in Section 2.2 of the Circular, the board believes that the Proposed
Acquisition would create meaningful synergies between the principal activities of the Group and the
Target Group Companies or Tianda Group, and potentially enhance Shareholder value due to,
amongst other things, the provision of complementary services to a combined customer base and
Moreover, the Company will have access to the CIMC Group’s global supply chain and business
network, to access new business opportunities across international markets, as well as capitalise
on the financial strengths and facilities of the CIMC Group.
8. OTHER CONSIDERATIONS
The following factors should also be considered together with the other comments and issues in
this Letter and the contents of the Circular.
8.1 Dilution impact and post-Completion shareholding structure of the Enlarged Group
It is important to note that pursuant to the Proposed Acquisition and the Post-Consolidation Shares
to be issued (including the additional shares arising from the breach of Initial Warranty),
shareholdings of existing Shareholders will be diluted significantly. In evaluating the dilution impact
of the Independent Shareholders, we have considered the following:-
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Before the Proposed After the Completion of Proposed Share Consolidation,

Share Consolidation Proposed Acquisitions, CIMC Additional Shares, Management
and Proposed Co Additional Shares, and Issuance of AM Conversion Shares
Acquisition
Minimum Dilution Base Dilution Maximum Dilution

No of No of No of No of
shares shares shares shares
(’000) % (’000) % (’000) % (’000) %
Vendors
CIMC-HK and its concert
parties 82,220 14.99% 165,722 51.31% 203,496 53.98% 218,117 54.79%
Management Co and its
concert parties – 0.00% 63,185 19.56% 79,374 21.06% 85,640 21.51%
Total 82,220 14.99% 228,907 70.87% 282,870 75.04% 303,757 76.30%
Directors
Low Kok Hua 34,673 6.32% 6,934 2.15% 6,934 1.84% 6,934 1.74%
Dr Soon Kong Ann 30,500 5.56% 6,100 1.89% 6,100 1.62% 6,100 1.53%
Zheng Zuhua – 0.00% – 0.00% – 0.00% – 0.00%
Robert Chew – 0.00% – 0.00% – 0.00% – 0.00%
Lim Joo Boon – 0.00% – 0.00% – 0.00% – 0.00%
Yu Yuqun – 0.00% – 0.00% – 0.00% – 0.00%
Gan Siok Loon – 0.00% – 0.00% – 0.00% – 0.00%
Fong Heng Boo – 0.00% – 0.00% – 0.00% – 0.00%
Substantial Shareholders
Sharp Vision Holdings Limited(1) 82,220 14.99% 165,722 51.31% 203,496 53.98% 218,117 54.79%
China International Marine
Containers (Group) Co. Ltd(1) 82,220 14.99% 165,722 51.31% 203,496 53.98% 218,117 54.79%
China International Marine
Containers (Hong Kong)
Limited(1) 82,220 14.99% 165,722 51.31% 203,496 53.98% 218,117 54.79%
Winmark Investments
Pte Ltd(2) 55,829 10.18% 11,166 3.46% 11,166 2.96% 11,166 2.80%
Tan Tien Hin Winston(2) 57,829 10.54% 11,566 3.58% 11,566 3.07% 11,566 2.91%
Amy Lim Sioh Tin(2) 55,829 10.18% 11,166 3.46% 11,166 2.96% 11,166 2.80%
Canaccord(3) – – 846 0.26% 846 0.22% 1,100 0.28%

Existing Public Shareholders 343,266 62.58% 68,653 21.25% 68,653 18.21% 68,653 17.24%
Existing Shareholders other
than the Vendors Concert
Party Group 466,268 85.01% 94,100 29.13% 94,100 24.96% 94,100 23.70%
TOTAL 548,488 100% 323,007 100% 376,970 100% 398,110 100%
Notes:-
(2) Tan Tien Hin Winston and Amy Lim Sioh Tin are deemed to have an interest in the 55,829,000 Shares held by
Winmark Investments Pte Ltd by virtue of Section 4 of the Securities and Futures Act, Chapter 289 of Singapore.
(3) Based on the assumption that 846,153 Canaccord Shares are issued at the Issue Price under the Minimum and
Base Dilution Scenario and 1,100,000 Canaccord Shares are issued at the Issue Price under the Maximum Dilution
Scenario.
(4) Pursuant to the CIMC SPA, the AM Conversion Shares will be issued upon CIMC Completion Date, and the
Advanced Monies will be converted into such integer number of Post-Consolidation Shares which is equivalent to
9,230,769 Pre-Consolidation Shares subject to adjustments for Capital Changes (if any) and (rounded down to the
nearest whole number).
(5) For the purposes of this dilution table, it is assumed that all outstanding employee share options issued under the
Scheme remain unexercised.
(6) As at the Latest Practicable Date, the existing issued and paid up share capital is 548,488,257 Shares.
(7) The above table is subject to rounding.
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Based on the above illustration: -
(a) Minimum Dilution Scenario

Immediately upon completion of the Proposed Share Consolidation, the issuance of the
Post-Consolidation CIMC Aggregate Consideration Shares, issuance of the Post-
Consolidation Management Co Aggregate Consideration Shares, CIMC Additional Shares,
Management Co Additional Shares, AM Conversion Shares, and Canaccord Shares,
Shareholders other than the Vendors and their Concert Parties, will hold approximately
29.13% of the Enlarged Group’s Share capital and the Vendors and their Concert Parties,
will increase their shareholding from approximately 14.99% as at the Latest Practicable Date
to approximately 70.87% . Shareholders other than the Vendors and their Concert Parties,
will collectively suffer a dilution of approximately 55.88% of their Shareholding interests in
the Company and their collective voting rights in the Company would hence be
correspondingly reduced.
(b) Base Case Dilution Scenario

Management Co Additional Shares, AM Conversion Shares, and Canaccord Shares, the
24.96% of the Enlarged Group’s Share capital and the Vendors and their Concert Parties,
will increase its shareholding from approximately 14.99% as at the Latest Practicable Date to
approximately 75.04%. Shareholders other than the Vendors and their Concert Parties, will
collectively suffer a dilution of approximately 60.05% of their Shareholding interests in the
Company and their collective voting rights in the Company would hence be correspondingly
reduced.
(c) Maximum Dilution Scenario

Management Co Additional Shares, AM Conversion Shares, and Canaccord Shares, the
23.70% of the Enlarged Group’s Share capital and the Vendor and their Concert Parties, will
increase their shareholding from approximately 14.99% as at the Latest Practicable Date to
approximately 76.30%. Shareholders other than the Vendors and their Concert Parties, will
collectively suffer a dilution of approximately 61.31% of their Shareholding interests in the
Company and their collective voting rights in the Company would hence be correspondingly
reduced.
Independent Directors should note that immediately upon completion of the Proposed Share
Consolidation, the issuance of the Post-Consolidation CIMC Aggregate Consideration Shares,
issuance of the Post-Consolidation Management Co Aggregate Consideration Shares, CIMC
Additional Shares, Management Co Additional Shares, AM Conversion Shares, and Canaccord
Shares, the Shareholders (other than the Vendors and their Concert Parties, existing Directors and
Substantial Shareholders) will own approximately 21.25% (based on the Minimum Dilution
Scenario), 18.21% (based on the Base Case Dilution Scenario, and 17.24% (based on the
Maximum Consideration Scenario) as compared to the existing shareholding of approximately
61.16% of the existing Share capital as at the Latest Practicable Date.
As the percentage of the shareholdings held by Shareholders (other than the Vendor and their
Concert Parties, existing Directors and Substantial Shareholders) will decline from approximately
62.58% to approximately 17.24% (based on the Maximum Dilution Scenario), the collective interest
of the Shareholders (other than the Vendors and their Concert Parties, existing Directors and
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Substantial Shareholders) to vote on all Shareholders’ resolutions (inter-alia those for equity
issuance, acquisitions and appointment of directors) will be significantly affected.
We wish to highlight that in both Base Case Dilution Scenario and Maximum Dilution Scenario the
Vendors Concert Party Group will have “super control” in the Enlarged Group by virtual of holding
more than 75.0% of the Enlarged Share Capital. Hence the Vendors Concert Party Group will
possess sufficient voting power to pass member ordinary and special resolution at the general
meeting. Accordingly, Independent Shareholders’ ability to influence the outcome of Shareholders’
resolutions will be significantly reduced after the Completion.
The Proposed Whitewash Resolution requires only a simple majority of Shareholders (other than
the Vendors and Concert Parties or parties not independent to any of them) present and voting at a
general meeting (held before the issue of the Consideration Shares), and is a resolution by way of
a poll.
We note from the announcement dated 20 April 2014, Mr Low Kok Hua and Dr Soon Kong Ann
(both are Directors and substantial shareholders of the company with shareholding of
approximately 6.32% and 5.56% respectively) have made a joint statement stating, inter alia, that
they are fully supportive of the Proposed Acquisition.
Shareholders should note that approval of the Proposed Whitewash Resolution is a

Independent Shareholders do not vote in favour of the Proposed Whitewash Resolution, the
Independent Shareholders should also note that by voting in favour of the Proposed
Whitewash Resolution, they will be waiving their rights to receive a general offer from the
Vendors Concert Party Group, which the Vendors Concert Party Group would otherwise be
obliged to make at the highest price paid by them for Shares in the six (6) months preceding
the commencement of the offer, in accordance with Rule 14 of the Code and Section 139 of
the SFA. Furthermore, Shareholders should also note that, by voting for the Proposed
Whitewash Resolution, they could be forgoing the opportunity to receive a general offer
from another person who may be discouraged from making a general offer in view of the
potential dilution effect of the issue of CIMC Aggregate Consideration Shares, the CIMC
Additional Shares, the Management Co Aggregate Consideration Shares, the Management
Pursuant to obtaining Shareholders’ approval for the Proposed Whitewash Resolution, the
allotment and issuance of the CIMC Aggregate Consideration Shares, the CIMC Additional
Shares, the Management Co Aggregate Consideration Shares, the Management Co
Additional Shares, and the AM Conversion Shares to the Vendors Concert Party Group
would result in the Vendors Concert Party Group holding Shares carrying more than forty
nine per cent. (49.0%) of the voting rights of the Company and the Vendors Concert Party
Group will thereafter be free to acquire additional new Shares in the Company without
incurring any obligation under Rule 14 of the Code to make a general offer for the Company.
8.2 Implications of the Vendors’ controlling interest in the Company

Shareholders should note that after completion of the Proposed Transactions and issuance of the
Post-Consolidation Shares in full, the Vendors Concert Party Group’s interest in the Company will
increase beyond 50% (in all three dilution scenarios set out in Section 8.1 of this Letter). In such
event, the Vendors Concert Party Group will be in a position to exercise statutory control of the
Company and provide opportunities for the Vendors to pass all ordinary resolutions and special
resolutions (assuming the Base Dilution Scenario and Maximum Dilution Scenario) on matters in
which the Vendors Concert Party Group does not have an interest in and which are tabled for
Shareholders’ approval at general meetings to be convened. As such their influence or voting rights
in the Company can affect the outcome of any resolutions or corporate actions that the Company
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may contemplate after the Proposed Transactions, which may require the approval of Shareholders.
Independent Shareholders’ ability to influence the outcome of resolutions will be significantly
reduced after the Proposed Transactions.
8.3 Moratorium Undertakings

The information regarding the moratorium of the Proposed CIMC Acquisition and the Proposed
Management Co Acquisition can be found in Section 5 of the Circular, which have been extracted
from the Circular and are set out in italics below. We recommend that Independent Shareholders
read those pages of the Circular carefully. Unless otherwise defined or the context otherwise
requires, all terms defined in the Circular shall have the same meaning herein.
“5. MORATORIUM
5.1 Moratorium in relation to the Proposed CIMC Acquisition
To demonstrate their commitment to the Enlarged Group, each of SVHL, CIMC-HK and
CIMC agrees to restrict each of their rights to deal in the aggregate of:
(a) 149,278,139 Post-Consolidation Shares (comprising 107,692,307 CIMC Consideration

Shares, 37,047,372 CIMC Additional Shares, 2,692,307 CIMC Deferred Consideration
Tranche 1 Shares and 1,846,153 AM Conversion Shares) which it will have an
interest, directly or indirectly, as at the date of listing of such Shares in the Company
on the Catalist (the “CIMC Relevant Listing Date”); and
(b) the CIMC Crisplant Shares and CIMC Prolongation Claims Shares (to the extent that
such CIMC Crisplant Shares or CIMC Prolongation Claims Shares are issued prior to
the date falling 12 months after the CIMC Relevant Listing Date),
(collectively, the “CIMC Locked-up Shares”), provided always that such restrictions shall not
prohibit CIMC, CIMC-HK, SVHL or any Relevant CIMC Entity (as defined herein) to, inter
alia, effect the transfer of any CIMC Locked-up Shares to and between wholly-owned
subsidiaries of each of CIMC and/or CIMC-HK.
“CIMC First Lock-up Period” shall mean the period from the CIMC Relevant Listing Date
until the date falling six (6) months after the CIMC Relevant Listing Date (both dates
inclusive); and
“CIMC Second Lock-up Period” shall mean the period from the day immediately following
the end of the CIMC First Lock-up Period until the date falling 12 months after the CIMC
Relevant Listing Date (both dates inclusive).
SVHL has undertaken, inter alia, that it will not without the prior consent of Canaccord
(a) during the CIMC First Lock-up Period, directly or indirectly offer, pledge, sell, contract
to sell, sell any option or contract to purchase, swap, hedge, grant security over,
encumber or otherwise transfer or dispose of any of the CIMC Locked-up Shares; and
(b) during the CIMC Second Lock-up Period, directly or indirectly offer, pledge, sell,
contract to sell, sell any option or contract to purchase, swap, hedge, grant security
over, encumber or otherwise transfer or dispose of more than 50.0% of the CIMC
Locked-up Shares.
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CIMC-HK has undertaken, inter alia, that it will not without the prior consent of Canaccord
encumber or otherwise transfer or dispose of any of its shares in the share capital of
any Relevant CIMC Entity (the “Relevant CIMC Entity Shares”) or any of the CIMC
Locked-up Shares;
(b) cause nor permit any entity which legally or beneficially owns the CIMC Locked-up
Shares (each, a “Relevant CIMC Entity”), during the CIMC First Lock-up Period, to
directly or indirectly offer, pledge, sell, contract to sell, sell any option or contract to
purchase, swap, hedge, grant security over, encumber or otherwise transfer or dispose
of any of the CIMC Locked-up Shares;
(c) during the CIMC Second Lock-up Period, directly or indirectly offer, pledge, sell,
over, encumber or otherwise transfer or dispose of any of the Relevant CIMC Entity
Shares or more than 50.0% of the CIMC Locked-up Shares; and
(d) cause nor permit any Relevant CIMC Entity which legally or beneficially owns the
CIMC Locked-up Shares, during the Second Lock-up Period, to directly or indirectly
offer, pledge, sell, contract to sell, sell any option or contract to purchase, swap,
hedge, grant security over, encumber or otherwise transfer or dispose of more than
50.0% of the CIMC Locked-up Shares.
CIMC has undertaken, inter alia, that it will not without the prior consent of Canaccord
encumber or otherwise transfer or dispose of any of the shares in the share capital of
CIMC-HK or the Relevant CIMC Entity Shares or any of the CIMC Locked-up Shares;
(b) cause nor permit CIMC-HK and/or any Relevant CIMC Entity which legally or
beneficially owns the CIMC Locked-up Shares, during the CIMC First Lock-up Period,
to directly or indirectly offer, pledge, sell, contract to sell, sell any option or contract to
purchase, swap, hedge, grant security over, encumber or otherwise transfer or dispose
of any of the CIMC Locked-up Shares;
(c) during the CIMC Second Lock-up Period, directly or indirectly offer, pledge, sell,
over, encumber or otherwise transfer or dispose of any of the shares in the share
capital of CIMC-HK or the Relevant CIMC Entity Shares or more than 50.0% of the
CIMC Locked-up Shares; and
(d) cause nor permit CIMC-HK and/or any Relevant CIMC Entity which legally or
beneficially owns the CIMC Locked-up Shares, during the CIMC Second Lock-up
Period, to directly or indirectly offer, pledge, sell, contract to sell, sell any option or
contract to purchase, swap, hedge, grant security over, encumber or otherwise transfer
or dispose of more than 50.0% of the CIMC Locked-up Shares.
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5.2 Moratorium in relation to the Proposed Management Co Acquisition

To demonstrate their commitment to the Enlarged Group, each of the Management Co and
the Tianda Employees Trade Union agrees to restrict each of their rights to deal in the
aggregate of:
(a) 63,185,137 Post-Consolidation Shares (comprising 46,153,846 Management Co

Consideration Shares, 15,877,445 Management Co Additional Shares and 1,153,846
Management Co Deferred Consideration Tranche 1 Shares) which it will have an
interest, directly or indirectly, as at the date of listing of such Shares in the Company
on the Catalist (the “Management Co Relevant Listing Date”); and
(b) the Management Co Crisplant Shares and Management Co Prolongation Claims

Shares (to the extent that such Management Co Crisplant Shares or Management Co
Prolongation Claims Shares are issued prior to the date falling 12 months after the
Management Co Relevant Listing Date),
(collectively, the “Management Co Locked-up Shares”), provided always that such

restrictions shall not prohibit the Tianda Employees Trade Union, the Management Co or any
Relevant Management Co entity (as defined herein) to, inter alia, effect the transfer of any
Management Co Locked-up Shares to and between wholly-owned subsidiaries of the
Management Co.
“Management Co First Lock-up Period” shall mean the period from the Management Co
Relevant Listing Date until the date falling six (6) months after the Management Co Relevant
Listing Date (both dates inclusive); and
“Management Co Second Lock-up Period” shall mean the period from the day immediately
following the end of the Management Co First Lock-up Period until the date falling 12 months
after the Management Co Relevant Listing Date (both dates inclusive).
The Management Co has undertaken, inter alia, that it will not without the prior consent of
Canaccord Genuity (such consent not to be unreasonably withheld or delayed):
(a) during the Management Co First Lock-up Period, directly or indirectly offer, pledge,
sell, contract to sell, sell any option or contract to purchase, swap, hedge, grant
security over, encumber or otherwise transfer or dispose of any of the Management
Co Locked-up Shares; and
(b) during the Management Co Second Lock-up Period, directly or indirectly offer, pledge,
security over, encumber or otherwise transfer or dispose of more than 50.0% of the
Management Co Locked-up Shares.
The Tianda Employees Trade Union has undertaken, inter alia, that it will not without the
prior consent of Canaccord Genuity (such consent not to be unreasonably withheld or
delayed):
(a) during the Management Co First Lock-up Period, directly or indirectly, offer, pledge,
security over, encumber or otherwise transfer or dispose of any of its shares in
Management Co or any Relevant Management Co entity (collectively, the “Relevant
Management Co Shares”) or any of the Management Co Locked-up Shares;
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(b) cause nor permit any entity which legally or beneficially owns the Management Co
Locked-up Shares (each, a “Relevant Management Co entity”), during the
Management Co First Lock-up Period, to directly or indirectly offer, pledge, sell,
over, encumber or otherwise transfer or dispose of any of the Management Co
Locked-up Shares;
(c) during the Second Lock-up Period, directly or indirectly offer, pledge, sell, contract to
sell, sell any option or contract to purchase, swap, hedge, grant security over,
encumber or otherwise transfer or dispose of any of the Relevant Management Co
Shares or more than 50.0% of the Management Co Locked-up Shares; and
(d) cause nor permit any Relevant Management Co entity which legally or beneficially
owns the Management Co Locked-up Shares, during the Management Co Second
Lock-up Period, to directly or indirectly offer, pledge, sell, contract to sell, sell any
option or contract to purchase, swap, hedge, grant security over, encumber or
otherwise transfer or dispose of more than 50.0% of the Management Co Locked-up
Shares.”
Lastly, as set out under Section 8 of the Circular, Canaccord Genuity has undertaken not to sell,
contract to sell, realise, transfer, pledge, grant any option to purchase or otherwise dispose of (i)
any part of its shareholdings in the Company for a period of six (6) months commencing from the
listing of the Canaccord Shares on Catalist, and (ii) more than 50% of its shareholdings in the
Company for the next six (6) months thereafter, or such period as may be required by the SGX-ST
(such shareholdings being adjusted for any bonus issue or subdivision).
8.4 The Proposed Whitewash Resolution is a condition precedent to the CIMC Completion and
the Management Co Completion
As set out in Section 11 of the Circular, approval of the Proposed Whitewash Resolution by the
majority of the Independent Shareholders is a condition precedent to the CIMC Completion and the
Management Co Completion. Accordingly, if Independent Shareholders do not vote in favour of the
Proposed Whitewash Resolution, the CIMC Completion and the Management Co Completion will
not take place.
Shareholders should note that the Proposed Share Consolidation, the Proposed CIMC
Acquisition, the proposed allotment and issuance of the CIMC Aggregate Consideration
Shares, the CIMC Additional Shares, the AM Conversion Shares and the Canaccord Shares,
the Proposed Whitewash Resolution, the proposed appointment of the Proposed Director,
the Proposed IPT Mandate and the Proposed Listing Transfer are subject to and conditional
upon each other being approved at the EGM. Accordingly, if one resolution is not passed,
the other resolutions will not be passed. For the avoidance of doubt, the aforementioned
resolutions are not contingent upon Shareholders’ approval of the resolutions relating to
the Proposed Management Co Acquisition, the allotment and issuance of the Management
Co Aggregate Consideration Shares and the allotment and issuance of the Management Co
Additional Shares.
Furthermore, the Tianda Restructuring (in connection with the Proposed CIMC Acquisition)
is conditional upon the relevant PRC governmental approvals and registrations under the
relevant PRC laws. Accordingly, if the aforementioned relevant PRC governmental approvals
and registrations under the relevant PRC laws are not obtained and/or fulfilled, the CIMC
Completion will also not take place.
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In addition, Shareholders should also note that the Management Co Completion under the
Completion and the receipt of the relevant PRC governmental approvals and registrations
under the relevant PRC laws. Accordingly, if the CIMC Completion does not take place
and/or such aforementioned relevant PRC governmental approvals and registrations under
the relevant PRC laws are not obtained and/or fulfilled, the Management Co Completion will
also not take place.
8.5 Listing Transfer

In connection with the Proposed Acquisition, we note from the Circular that the Company has
applied to the SGX-ST for the quotation and listing of the Shares on the SGX-ST Catalist.
The Proposed acquisitions conditional upon, inter alia, listing and quotation notice from the SGXST
being obtained. The listing and quotation notice, if issued by the SGX-ST, is not to be taken as an
indication of the merits of the the Proposed Transactions, the Enlarged Group, the Post-
Consolidation Shares the CIMC Aggregate Consideration Shares, the CIMC Additional Shares, the
Management Co Aggregate Consideration Shares, the Management Co Additional Shares, the AM
We wish to highlight to Recommending Directors that it is generally accepted that a Main Board
listing status may enable a company to attract relatively more institutional investors/funds whilst
providing access to wider base of investors and accordingly a relatively better position for access to
capital. In addition, it is a general perception that a company with a Main Board listing status may
be accorded a higher valuation, given the premiums that investors accord for such companies. We
are unable to comment on the premiums that the investors may accord to a Main Board listed
company as there is no company listed on the Catalist, which is broadly comparable to the core
business of the Group.
8.6 Order book of the Group and the Target Group Companies or the Tianda Group
Information on the Group’s historical order book and Tianda Group’s order book are set out in
Section 7.3.1 and 7.3.2 of this Letter respectively.
The Directors and the Management have represented that the existing order book of the Group
amounted to approximately S$93.1 million as at 31 December 2013 of which approximately S$63.3
million is expected to be fulfilled in FY2014 and the remaining order book of S$29.8 million is
expected to be fulfilled in FY2015 and onwards. The Group did not secure any material orders
during January to the Latest Practicable Date and its order book declined to approximately S$78.5
million as at the Latest Practicable Date. The Group’s order book of approximately S$78.5 million
as at the Latest Practicable Date is approximately 1.6 times the Group’s revenue in FY2013 or
approximately 0.9 time of the Group’s average revenue for FY2011 – FY2013.
We understand from the Directors that the average project duration for the Group is approximately
24 months.
The Tianda Group’s order book amounted to approximately RMB1.29 billion as at 31 December
2013 (with an average completion of 12 months), which is approximately 1.5 times the Tianda
Group’s revenue in FY2013 or approximately 1.8 times the Tianda Group’s average revenue for
FY2011 – FY2013. The Tianda Group’s revenue growth during FY2011 to FY2013 appears to be
supported by the increases in the new orders secured as well as the completed orders. The Target
Directors have represented that as at the Latest Practicable Date, the Tianda Group’s order book
amounted to approximately RMB1.49 billion, of which approximately RMB977 million is expected to
be fulfilled in FY2014 and the remaining order book of RMB516 million is expected to be fulfilled in
FY2015 and onwards. The Tianda Group’s order book of approximately RMB1.49 billion as at the
Latest Practicable Date is approximately 1.7 times the Tianda Group’s revenue in FY2013 or
approximately 2.1 times of the Tianda Group’s average revenue for FY2011 – FY2013.
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The Tianda Group’s order book as at 31 December 2013 is approximately 2.7 times of the Group’s
order book as at 31 December 2013 with shorter average project duration. In addition, we note
from Section B6.19 of the Letter to Shareholders from the Directors of Shenzhen CIMC-Tianda
Airport Support Ltd. in the Circular that the Tianda Group’s order book amounted to approximately
RMB1.49 billion as at the Latest Practicable Date of which approximately RMB977 million is
expected to be fulfilled in FY2014 and the remaining order book of RMB516 million is expected to
be fulfilled in FY2015 and onwards. We note that whilst the Tianda Group’s order book of
approximately RMB1.49 billion as at the Latest Practicable Date is approximately 1.7 times of the
Tianda Group’s revenue for FY2013 or approximately 2.1 times of the Tianda Group’s average
revenue for FY2011 – FY2013, it is approximately 3.8 times of the Group’s order book as at the
Latest Practicable Date with shorter average project duration.
Independent Shareholders should review the comparison of the order book between the Group and
the Tianda Group in the context of the fact that (a) the average project duration for the Tianda
Group’s order book of approximately 12 months is shorter as compared to the average project
duration for the Group’s order book of approximately 24 months; (b) the Tianda Group’s order book
of approximately RMB1.49 billion as at the Latest Practicable Date is approximately 3.8 times of
the Group’s order book as at the Latest Practicable Date; and (c) the Tianda Group’s order book of
approximately RMB1.49 billion as at the Latest Practicable Date is approximately 2.1 times of the
Tianda Group’s average revenue for FY2011 – FY2013 whilst the Group’s order book of
approximately S$78.5 million as at the Latest Practicable Date is approximately 1.0 time of the
Group’s average revenue for FY2011 – FY2013. In view of these factors, the Tianda Group’s order
book appears to be larger than the Group’s order book in nominal terms as well as in terms of
comparison against its respective average revenue for the past three years with shorter duration
(which will result in faster collection of revenue).
The Directors and the Target Directors have confirmed that the successful realisation of the
future economic benefits from the above mentioned order book for the Group and the
Tianda Group will depend on, inter alia, the due execution of contracts, timely and efficient
execution and delivery of the projects as well as the fulfilment of conditions pursuant to
such contracts, the industry prospects, the prevailing economic and market conditions in
the markets. The Directors and the Target Directors have further confirmed that in view of
the above factors and that such order book may be subject to cancellation, deferral or
rescheduling by customers, the impact of these orders on the Group’s and the Tianda
Group’s financial performance and financial position (including the estimated future profit or
loss as well as the estimated costs to be incurred) cannot be measured with certainty as at
the Latest Practicable Date. Accordingly, no views are being expressed with regard to the
impact of the above new build contracts on the NTA and the prospects of the Group in
terms of, inter alia, the estimated future profit or loss as well as the estimated costs to be
incurred.
Save as disclosed above, the Directors and the Target Directors have confirmed that there has
been no other new contract secured by the Group and the Tianda Group as at the Latest
Practicable Date.
8.7 Crisplant Arbitration

The following outline of the Company’s contract with Crisplant A/S (“Crisplant”) and the ensuing
arbitration between the Company and Crisplant is based on our discussions and confirmations
from Directors and Management.
Based on the discussion with Management and Directors, we understand that in March/April 2008,
the Company entered into a contract with Crisplant for the design and installation of a baggage
handling system for the New Doha International Airport. The original value of the contract was
S$58 million. Crisplant was the sub-contractor whilst the Company was the subcontractor for
Crisplant.
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The project was scheduled to start from August 2007 and end in February 2010. However as the
project encountered significant delays, it was still incomplete and ongoing as at October 2012.
There were delays in payment for the work which has been completed by the Company.
On 22 October 2012, Crisplant terminated the contract. Subsequently on 5 November 2012,

Crisplant called on the Company’s performance bank guarantee for the sum of S$6,480,816.70.
The Company has commenced arbitration proceedings against Crisplant for breach of contract.
The notice of arbitration has been issued on 6 February 2013. The Company is being advised by
its solicitors on the next steps for the arbitration proceedings.
The Directors confirmed as at the Latest Practicable Date, that the Crisplant Arbitration is still on-
going (the hearing is expected to take place in early 2015) and, thus, there exist some uncertainty
pertaining to the outcome. In view of the uncertainty pertaining to the outcome, no views are being
expressed with regards to the impact of Crisplant Arbitration on the Group’s NAV, NTA and financial
performance.
Recommending Directors are advised to refer to Section 7.1 of this Letter for the details
relating to CIMC Crisplant Arbitration Amount, CIMC Prolongation Claims Payment Amount,
Management Co Crisplant Arbitration Amount, and Management Co Prolongation Claims
Payment Amount.
Save for the Crisplant Arbitration, the Company is not, as at the Latest Practicable Date, engaged
in any legal or arbitration proceedings (either as plaintiff or defendant), including those which are
pending or known to be contemplated, which may have or have had in the 12 months before the
date of this Circular, a material effect on the Company’s financial position or profitability, and the
Directors have no knowledge of any proceedings pending or threatened against the Company or
any facts or knowledge likely to give rise to any litigation, claims or proceedings which might
materially affect the financial position or the business of the Company.
8.8 Obligations of the Vendors to make a mandatory offer

Pursuant to Rule 14.1 of the Code, except with the consent from the SIC, where (a) any person
acquires whether by a series of transactions over a period of time or not, shares which (taken
together with shares held or acquired by persons acting in concert with him) carry 30% or more of
the voting rights of a company; or (b) any person who, together with persons acting in concert with
him, holds not less than 30% but not more than 50% of the voting rights and such person, or any
person acting in concert with him, acquires in any period of 6 months additional shares carrying
more than 1% of the voting rights, such person must extend offers immediately, on the basis set
out in Rule 14 of the Code, to the holders of any class of share capital of the company which
carries votes and in which such person, or persons acting in concert with him, hold shares. In
addition to such person, each of the principal members of the group of persons acting in concert
with him may, according to the circumstances of the case, have the obligation to extend an offer.
As at the Latest Practicable Date, the Vendors Concert Party Group hold approximately 82,220,000
Shares, which represents approximately 14.99% of the Company’s issued Share capital of
548,488,257 Shares.
Additional Shares, the AM Conversion Shares, and the Canaccord Shares, the Vendors Concert
Party Group will hold in aggregate: (a) 228,907,276 Post-Consolidation Shares, representing
approximately 70.87% of the Enlarged Share Capital of the Company (assuming the Minimum
Dilution Scenario); to (b) 303,756,504 Post-Consolidation Shares, representing approximately
76.35% of the Enlarged Share Capital of the Company (assuming the Maximum Dilution Scenario).
In this respect, Independent Shareholders should note that as a result of their voting in favour of
the Proposed Whitewash Resolution, they will be waiving their rights to receive a general offer from
the Vendors Concert Party Group, which the Vendors Concert Party Group would otherwise be
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obliged to make at the highest price paid by them for Shares in the six (6) months preceding the
commencement of the offer, in accordance with Rule 14 of the Code and Section 139 of the SFA.
Furthermore, Independent Shareholders should also note that, by voting for the Proposed
Whitewash Resolution, they could be forgoing the opportunity to receive a general offer from
another person who may be discouraged from making a general offer in view of the potential
dilution effect of the issue of the CIMC Aggregate Consideration Shares, CIMC Deferred
Consideration Shares Amount , the CIMC Additional Shares, the Management Co Deferred
Aggregate Consideration Shares Shares Amount, the Management Co Additional Shares and the
AM Conversion Shares.
Independent Shareholders should note that pursuant to obtaining Shareholders’ approval for the
Proposed Whitewash Resolution, the allotment and issuance of the CIMC Aggregate Consideration
Shares, the CIMC Additional Shares, the Management Co Aggregate Consideration Shares, the
Management Co Additional Shares, and the AM Conversion Shares to the Vendors Concert Party
Group, would result in the Vendors Concert Party Group holding Shares carrying more than 49.0%
of the voting rights of the Company and the Vendors Concert Party Group will thereafter be free to
acquire additional new Shares without incurring any obligation under Rule 14 of the Code to make
a general offer for the Company.
Recommending Directors and Independent Shareholders should note that approval of the
Proposed Whitewash Resolution and the completion of the Proposed Acquisition will result in a
transfer of control (without a mandatory offer) and the right for the Vendors Concert Party Group to,
inter alia, subject to relevant processes nominate new directors for the Company. Likewise we note
from the Circular that as at the Latest Practicable Date, in addition to Mr Yu Yuqun and Mr Zheng
Zhuhua, who are existing Directors and nominees of the CIMC Group, there would be one
additional director to be appointed to the Company after the completion of the Proposed
Acquisition.
8.9 Risk factors

Information on the risk factors can be found in Section 22 of the Circular and Section B10 of the
“Letter to Shareholders from the Directors of Shenzhen CIMC-Tianda Airport Support Ltd”.
Should any of the considerations and uncertainties highlighted in the aforementioned risk factors
develop into actual events, the business, financial condition or results of the operations of the
Group, the Company, the Target Company, the Tianda Group or the Enlarged Group could be
materially adversely affected.
We advise Recommending Directors to note for themselves that section and also highlight the
section to Independent Shareholders.
8.10 No assurance of profitability or prices for Shares

Recommending Directors should note that no profit warranty or guarantee has been provided by
any party with respect to the future performance of the Target Group Companies or the Tianda
Group in connection with the Proposed Acquisition. There can be no assurance that the Target
Group Companies or the Tianda Group will be able to maintain its profitability in the long-term.
The Tianda Group recorded profit after tax attributable to the owners of the company of
approximately RMB70.9 million in FY2013, representing a slight decline of approximately 3.0% as
compared to profit after tax attributable to the owners of the company of approximately RMB73.1
million for FY2012.
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Recommending Directors should advise Independent Shareholders to read the Section B8 entitled
“Management Discussion And Analysis Of Results Of Operations And Financial Condition Of The
Tianda Group” of the Letter to Shareholders from the Directors of Shenzhen CIMC-Tianda Airport
Support Ltd. in the Circular.
Whilst there is no profit warranty or guarantee with respect to the future performance of the Target
Group Companies or the Tianda Group, we note that CIMC Consideration and Management Co
Consideration include, inter alia, the CIMC Deferred Consideration Tranche 2 Shares and the
Management Co Deferred Consideration Tranche 2 Shares whose issuance is subject to Tianda
Group’s financial performance for FY2014 and FY2015.
Recommending Directors are advised to refer to Section 7.1 of this Letter for the details
relating to CIMC Deferred Consideration Tranche 2 Shares and Management Co Deferred
Consideration Tranche 2 Shares.
8.11 No alternative offer or investment or acquisition opportunity
The Directors have confirmed that whilst significant efforts have been made by Directors and
Management to obtain alternative offer or investment or acquisition opportunity, they are not aware
of any alternative offer or investment or acquisition opportunity available to the Company as at the
Latest Practicable Date, which is comparable in nature, size and scope to the Proposed
Acquisition. The Directors have represented that the company had previously approached various
parties (including a multinational competitor) for, inter alia, a partnership or possible takeover offer
or reverse takeover. However, these have not materialized due to either the counter party did not
show further interest or lack of strategic fit.
We note from Section 2.2 of the Circular, that the Board believes the Proposed Acquisition would
create meaningful synergies between the principal activities of the Group and the Target Group
Companies, and potentially enhance Shareholder value due to, among other things, the provision
of complementary services to their combined customer base and sharing of global marketing and
sales channels, technologies and management expertise. Moreover, the Company may tap into the
CIMC Group’s global supply chain network to access new business opportunities across
international markets, as well as capitalise on the financial strengths and facilities of the CIMC
Group. The Proposed Acquisition is part of the Company’s strategic move to expand its business
and strengthen its foothold globally.
We note that the Placement, Proposed Acquisition, Waiver and its existing financial condition and
position may affect interest in the Company and the terms and conditions for which parties other
than the Vendors may transact with the Group.
8.12 Previous Placement and Acquisition

Previous Placement to SVHL
The Company announced on 28 August 2012 that it had entered into the Placement Agreement
with SVHL, which is an indirect wholly owned subsidiary of the CIMC Group. SVHL agreed to
subscribe for a total of 82,220,000 Placement Shares at the Placement Price of S$0.13 per
Placement Share. The Placement Price represented a premium of approximately 14.8% over the
weighted average price of the Shares of approximately S$0.1132 and a premium of approximately
11.1% of the last transacted price for the Shares respectively for the full market day on 28 August
2012, being the full market day on which the Placement Agreement was signed. The Company
raised gross proceeds of approximately S$10.7 million from the Placement, and we note from the
AR2012 that proceeds from the Placement has been fully utilized for working capital.
The comparison of the Proposed Acquisition and the Placement is set out below and
Recommending Directors are advised to assess it in the context of the fact that the economic or
general market conditions for Shares or prices for which Shares were traded at the time of
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Placement may have been different from the Proposed Acquisition. Hence the comparison of the
Placement and the Proposed Acquisition is necessarily limited.
The Proposed Acquisition The Placement
Announcement date 6 February 2013 (being the 28 August 2012

MOU Announcement Date)
Issue/Placement Price S$0.13 (being the Pre- S$0.13 (being the

Consolidation Issue Price) Placement Price)
Premium over the last 5.7% 11.1%

transacted price prior to
the announcement
P/NTA 1.0(1) 0.9(2)
Financial performance Losses of S$23.2 mil for Losses of S$16.4 mil for
9M2012 HY2012
Notes:
(1) P/NTA is computed based on the unaudited financial statements for the Group for the nine month period ended 30
September 2012 (being the latest available financial statements prior to the MOU Announcement Date). It does not
take into account of the revaluation surplus of the Group’s leasehold building.
(2) P/NTA is computed based on the unaudited financial statements for the Group for the six month period ended 30
June 2012 (being the latest available financial statements prior to the announcement of the Placement). It does not
take into account of the revaluation surplus of the Group’s leasehold building.
We note that the Pre-Consolidation Issue Price for the Proposed Acquisition is equal to the
Placement Price. In addition, the valuation of the Group as implied by the Pre-Consolidation Issue
Price in terms of P/NTA (based on the Group’s unaudited NTA as at 30 September 2012) appear to
be slightly higher than the valuation as implied by the Placement Price over the Group’s unaudited
NTA as at 30 June 2012. However, notwithstanding the fact that there was a transfer of control and
the Proposed Acquisition does not involve a direct payment of cash or a cash-only deal, the
premium of the Pre-Consolidation Issue Price over the last transacted price for the Shares on the
MOU Announcement Date of approximately 5.7% is lower and less favourable as compared to the
premium of the Placement Price over the last transacted price for the Shares on the day the
Placement Agreement was signed.
We wish to highlight that in the event that the total number of Post-consolidation Shares to be
issued for the Proposed Acquisition including the CIMC Additional Shares and the Management Co
Additional Shares are considered, the Effective Pre-Consolidation Issue Price would be
approximately S$0.097 (under the Minimum Consideration Scenario), S$0.104 (under the Base
Consideration Scenario) and S$0.106 (under the Maximum Consideration Scenario). Accordingly,
the Effective Pre-Consolidation Issue Price is at a discount of approximately 20.9% (under the
Minimum Consideration Scenario), 15.5% (under the Base Consideration Scenario), and 13.9%
(under the Maximum Consideration Scenario) from the last transacted price on the MOU
Announcement Date. Accordingly, the Effective Pre-Consolidation Issue Price is less favourable
than the Placement Price (in nominal terms and in terms of the comparison with the historical
market price).
We note that the Proposed Acquisition involves the Vendors acquiring control of the Company
while the Placement did not result in transfer of control or majority interest, the Pre-Consolidation
Issue Price appears to have accorded no premiums that would normally be expected from a
possible acquisition of control. However, Recommending Directors should also consider, inter alia,
the Group’s deteriorating financial performance with consecutive losses in the past two financial
years and financial position with dwindling net working capital and shareholders’ equity, the Group’s
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dire need of funding, the inability of the Group to fulfill the Initial Warranty, the breach of the
Group’s loan covenant as announced on 27 February 2014 and the Waiver Conditions, as well as
the emphasis of matters highlighted by the Independent Auditor (pertaining to, inter alia, going
concern assumption).
Acquisition of 100% equity interest in Aeromobiles Pte. Ltd. (“Aeromobiles”)

The Company announced on 4 October 2011 that it had entered into a sale and purchase
agreement (“S&P”) with Mr Yeoh Phee Eng and Mr Alvin Ho Wei Chon (collectively the
“Aeromobiles Vendors”) in relation to the proposed acquisition by the Company of 100% of the
entire issued and paid up share capital of AeroMobiles (the “Aeromobiles Acquisition”) for a
consideration of approximately S$5 million (the “Aeromobiles Consideration”). The Aeromobiles
Consideration is to be satisfied by S$4 million in cash and the balance S$1 million shall, at the
Company’s election, be satisfied either in cash or by the issue of 8,333,333 new ordinary Shares
(“Aeromobiles Consideration Shares”) at an issue price of S$0.12 for each Aeromobiles
Consideration Share. The Aeromobiles Acquisition was completed on 3 January 2012 and the
Company has elected to satisfy the Aeromobiles Consideration entirely in cash.
We note that Aeromobiles is engaged in the designs, manufactures and maintains aircraft ground
support equipment for the aviation industry, which is thus broadly comparable to the Group’s and
the Target Group Companies and Tianda Group’s business. We wish to highlight that the
Aeromobiles Acquisition was carried out at PER ratio of 5x (based on the profit warranty of S$1
million for the profit before tax for the financial period 1 June 2011 to 31 May 2012) and P/NTA of
approximately 1.9x (based on the warranted NTA of approximately $2.7 million). It is noted that the
valuation multiples for the Proposed Acquisition are higher (PER of between 7.3x to 10.8x and
P/NTA of between 1.4x to 2.1x). Recommending Directors should however note that Aeromobiles is
substantially smaller than the Target Group in terms of size (revenue and total assets) and that the
Aeromobiles Consideration was satisfied entirely by cash whilst the CIMC Consideration is to be
satisfied entirely by issuance of the Post-Consolidation Shares and undertaken at a time when the
financial performance and position was relatively better. Hence, the comparison of the Proposed
CIMC Acquisition and the Aeromobiles Acquisition is necessarily limited.
8.13 Material Litigation for the Tianda Group

We note from Section B14 of the Letter to Shareholders from Directors of Shenzhen CIMC-Tianda
Airport Support Ltd. in the Circular, that the Target Group Companies and Tianda Group is not, as
at the Latest Practicable Date, engaged in any legal or arbitration proceedings (either as plaintiff or
defendant), including those which are pending or known to be contemplated, which may have or
have had in the 12 months before the date of this Circular, a material effect on its financial position
or profitability, and the Proposed Directors have no knowledge of any proceedings pending or
threatened against any member of the CIMC-Tianda Group or any facts likely to give rise to any
litigation, claims or proceedings which might materially affect the financial position or the business
of the Tianda Group.
8.14 Contemplated fund raising

We understand from discussions with Directors and Management that given the nature of the
Company’s business, the Company continuously requires a substantial amount of funding to
secure, undertake and complete projects.
We understand from Directors that they had considered other fund raising alternatives, including
but not limited to search for other strategic investors/partners, sale or disposal of the Group’s
assets, undertaking of rights issue, obtaining external borrowings from financial institutions, before
eventually deciding to proceed with the Proposed Acquisition. The Directors note that the Group’s
currently weak financial performance and position (in particular, the losses incurred for FY2012 and
HY2013) makes it difficult to seek any meaningful amount of external borrowing from financial
institutions or funds from a rights issue without a significant discount to the Share price. The
Directors have also represented that there was no support from substantial Shareholders for a
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rights issue. Further, Directors are of the opinion that it may not be feasible for the rights issue to
be underwritten and hence there is no certainty that any meaningful amounts of funds can be
raised via a right issue.
8.15 Potential Watch-List Status

Pursuant to Rules 1311 of the Listing Manual, SGX-ST will place an issuer on the watch-list, if it
records:-
(1) pre-tax losses for the three (3) most recently completed consecutive financial years (based
on the latest announced full year consolidated accounts, excluding exceptional or non-
recurrent income and extraordinary items); and
(2) an average daily market capitalisation of less than $40 million over the last 120 market days
on which trading was not suspended or halted. For the purpose of this rule, trading is
deemed to be suspended or halted if trading is ceased for a full market day.
We note that the Group had recorded two (2) consecutive years of losses in FY2012 and FY2013.
In addition, the Directors have confirmed that as at the Latest Practicable Date and save for
matters disclosed in this Letter and the audited financial statements for the Group for FY2013,
there has been no material changes to the Group’s assets and liabilities, financial position,
condition and performance. In the event that the Group records a loss in FY2014, it will satisfy the
loss condition as set out in Rule 1311(1) (as stated above). We note that the market capitalisation
of the Group has always been higher than S$40 million during the period commencing from 7
February 2012 (being the Market Day 12 months prior to the MOU Announcement Date) and
ending on the Latest Practicable Date and appears above the threshold as set out in Rule 1311
(2). As at the Latest Practicable Date, the market capitalisation of the Group is approximately
S$85.6 million (more than S$40 million) and the prices for the Shares may have been supported by
the Proposed Acquisition and the Pre-Consolidation Issue Price (whose terms and conditions were
announced before inter-alia the Waiver). Recommending Directors should note that there is no
assurance that the observed average number of Shares traded on a daily basis will be maintained
or that the transacted prices for the Shares will be the same and at the levels prevailing during the
period commencing from the MOU Announcement Date and ending on the Latest Practicable Date
or decline further in the event that the Proposed Acquisition lapses taking into account, inter-alia
the Group’s current financial condition and position, emphasis of matter as highlighted in the
Independent Auditors Report and Waiver. In the event that the Proposed Acquisition lapses and the
Proposed Listing Transfer did not take place and on the assumption that there will be no material
improvement in the Group’s financial performance, there exists possibility that the Group may be
placed under the watch-list.
9. OPINION AND RECOMMENDATION

In arriving at our recommendation, we have reviewed and examined factors which we have
considered to be pertinent in our assessment of the Proposed Whitewash Resolution, including
inter-alia the views of and representations by the Directors and the Target Directors as well as a
letter from CIMC dated 18 April 2014, that CIMC will not take part in any further negotiations to
change the terms of the agreements. Our recommendation or opinion is by no means an indication
of the merits of the prospects, financial performance and position of the Company or the Group or
Techman or the Tianda Group or Target Group Companies or the Enlarged Group after completion
of the Proposed Acquisition or the Proposed Transactions or whether the Company, the Group,
Techman, the Tianda Group or the Enlarged Group can improve their profitability or that the
anticipated benefits from the Proposed Acquisition can be realised (as the case may be) or the
ability of the Group or the Enlarged Group to service its borrowings (both principal and interest
payment) when fall due or called by the lenders or the prices at which the Shares would trade after
the completion of the Proposed Transactions. In view that there is no business valuation for the fair
value of the Group and no valuation for the redevelopment of the leasehold building, our
assessment, opinion and recommendations are necessarily limited and subject to the matters
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stated in this Letter (including, inter alia, our evaluation does not reflect the financial performance
and position of the Tianda Group after FY2013). The following should be read in conjunction with,
and in the context of, the full text of this Letter and after noting that our relative emphasis or
emphasis of certain factors may differ from that for each Independent Shareholder.
(a) The analysis on the CIMC Consideration and the Management Co Consideration as set out
in Section 7.1 of this Letter. We advised the Recommending Directors to review the terms of
the CIMC SPA and the Management Co SPA carefully and its entirety and taking into
account the current circumstances since the MOU Announcement Date or the CIMC SPA
Announcement Date, including but not limited to the inability of the Group to fulfill the Initial
Warranty, the breach of the Group’s loan covenant as announced on 27 February 2014 and
the Waiver Conditions, the emphasis of matters described in AR2013 (pertaining to, inter
alia, going concern assumption), the Group’s deteriorating financial performance with
consecutive losses in the past two financial years and financial position with dwindling net
working capital and shareholders’ equity, whilst the Target Group Companies and Tianda
Group’s has relatively maintained its financial performance in FY2013 as compared to
FY2012.
The rationale for the Proposed Acquisition. We note from Section 2.2 of the Circular that,
inter alia, in light of the rapidly deteriorating financial situation of the Pteris Group and the
continued financial support of the Pteris Group by CIMC, the Board believes that the
Proposed Acquisition would bring to the Pteris Group continued availability of funds to
support the Company’s day-to-day operations. In addition, the Board believes that the
Proposed Acquisition would create meaningful synergies between the principal activities of
the Group and the Target Group Companies, and potentially enhance Shareholder value due
to, amongst other things, the provision of complementary services for their combined
customer base and sharing of global marketing and sales channels, technologies and
management expertise. Subsequent to the completion of the Proposed Acquisition, the
Group and the Target Group Companies envisage a broadened suite of solutions offerings to
airports globally, greater operational efficiency arising from supply chain collaboration,
mutually beneficial synergies in research and development, and a strengthened balance
sheet. Moreover, the Company will have access to the CIMC Group’s global supply chain
and business network for new business opportunities across international markets, as well
as capitalise on the financial strengths and facilities of the CIMC Group. The Proposed
Acquisition is part of the Company’s strategic move to expand its business and strengthen its
foothold globally.
(b) The historical financial performance, condition and position of the Group appears to be
weaker than the Selected Comparable Companies. The Group has registered significant
losses in FY2012 and FY2013 with dwindling net working capital and shareholders’ equity as
well as difficulties in securing a new contract due to its working capital constraints. The
Directors have confirmed that as at the Latest Practicable Date and save for matters
disclosed in this Letter, the audited financial statements for the Group for FY2013 and the
unaudited financial statements for the Group for 1Q2014, there has been no material
changes to the Group’s assets and liabilities, financial position, condition and performance.
Recommending Directors should note that in the event that the Group continues to record
the loss after tax of the same magnitude as FY2013 in subsequent years, shareholders’
equity for the Group may become negative in the next 1 to 2 years. The Directors have
represented that certain suppliers of the Group have recently demand for shorter or without
credit terms and the insurance company has requested for full coverage (100%) for the
Group’s overseas projects exposure (as compared to 50% coverage previously).
(c) The Directors’ and the Management’s representation that the Group’s continuing operation
and ability to continue as going concern is heavily dependent on the support provided by the
CIMC Group (for both past and future). We understand from Directors that the Facility of
approximately S$52.0 million (which was used to refinance the Group’s existing credit
facilities and working capital) was arranged by CIMC’s bankers (and supported with a letter
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of comfort from CIMC and the CIMC Group) and that in the event that the Proposed
Acquisition lapses or is terminated or is aborted, there may be an event or potential event of
default. The Directors have confirmed and represented that in the event of liquidation of the
Group, there will be significant costs incurred including but not limited to liquidated damages,
additional costs to complete outstanding contracts (to be considered in conjunction with the
Group’s order book of approximately S$78.5 million as at the Latest Practicable Date) as
well as the high likelihood that the performance bonds of approximately US$41.4 million and
bankers’ guarantees of approximately S$30.2 million for the outstanding contracts will be
called upon, hence the Group’s NTA may be substantially reduced or become negative when
the aforementioned contingent liabilities materialise in the event of liquidation. We note that
in relation to Facility Agreement an event of default is deemed to occur upon, inter alia, the
ownership of the Company on and following the completion date for the Proposed
Acquisition: CIMC Group ceases to own at least 45% of the issued Share capital of the
Company (directly or indirectly); or the Company ceases to be a subsidiary of CIMC Group
and CIMC (directly or indirectly). Furthermore we note that the Waiver is deemed effective as
at 1 January 2014 to the earlier of the date on which the Proposed Acquisition becomes
effective occurs or 31 August 2014.
(d) The emphasis of matter as stated in the Independent Auditors’ Report for FY2013 for the
Group, the breach of loan covenants as announced by the Company on 27 February 2014
and the Waiver Conditions, and the Financial Support Undertaking;
(e) The evaluation of the Pre-Consolidation Issue Price or the Effective Pre-Consolidation Issue
Price (as set out in Section 7 of this Letter) after taking into account, inter alia, the following
factors:
(i) The Pre-Consolidation Issue Price will be at a discount of approximately 4.8% and
3.0% from the Revalued NAV per Share of approximately S$0.137 and the Revalued
NTA per Share of approximately S$0.134 respectively.
(ii) The Effective Pre-Consolidation Issue Price represents a discount of approximately

28.7%, 23.9%, and 22.5% from the Group’s Revalued NAV per Share based on the
Minimum Consideration Scenario, the Base Consideration Scenario and the Maximum
Consideration Scenario respectively;
(iii) The Effective Pre-Consolidation Issue Price represents discounts of approximately

27.4%, 22.4%, and 21.0% from the Group’s Revalued NTA per Share based on the
Minimum Consideration Scenario, the Base Consideration Scenario and the Maximum
Consideration Scenario respectively;
(iv) The Pre-Consolidation Issue Price will be at a premium of approximately 13.0% and
15.6% from the Revalued NAV based on the forced sale value per Share of
approximately S$0.115 and the Revalued NTA based on the forced sale value per
Share of approximately S$0.112 respectively (based on the issued Share capital of
548,488,257 Shares as at the Latest Practicable Date).
(v) The Effective Pre-Consolidation Issue Price represents a discount of approximately

15.4%, 9.6%, and 8.0% from the Group’s Revalued NAV based on the forced sale
(vi) The Effective Pre-Consolidation Issue Price represents a discount of approximately

13.5%, 7.6%, and 5.9% from the Group’s Revalued NTA based on the forced sale
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(vii) The Pre-Consolidation Issue Price represents a premium of 5.7% over the last
transacted price of S$0.123 for each Share on the SGX-ST on 6 February 2013, being
the MOU Announcement Date, and this is within the range but lower than the simple
average and median premium/discount of the issue price over/from the last transacted
price prior to the announcement for the Selected RTO Transactions;
(viii) The Pre-Consolidation Issue Price represents a slight premium of approximately 3.3%,
6.4%, 5.3%, and 3.7% from the VWCP for the Shares for the 12-month, 6-month,
3-month and 1-month period prior to the MOU Announcement Date respectively;
(ix) The Pre-Consolidation Issue Price represents a discount of approximately 9.9% from
the VWCP for the Shares for the period commencing from the Market Day immediately
after the MOU Announcement Date and ending on the Latest Practicable Date;
(x) The Pre-Consolidation Issue Price represents a discount of approximately 13.3% from
the last transacted price of S$0.150 for each Share on the SGX-ST on 10 June 2014,
being the last transacted price on the Latest Practicable Date;
(xi) The Effective Pre-Consolidation Issue Price under the three scenarios generally
represent a discount (ranging between 13.3% to 22.7%) from the 12-month, 6-month,
3-month and 1-month VWCP for the Shares;
(xii) The Effective Pre-Consolidation Issue Price is at a discount of approximately 20.9%

(under the Minimum Consideration Scenario), 15.5% (under the Base Consideration
Scenario), and 13.9% (under the Maximum Consideration Scenario) from the last
transacted price on the MOU Announcement Date. These discounts are within the
range but less favourable as compared to the simple average and median
premium/discount over/from the issue price to the last transacted price prior to the
announcement for the Selected RTO Transactions;
(xiii) The Effective Pre-Consolidation Issue Price under the three scenarios represents a
discount (ranging between 26.6% to 32.5%) from the VWCP for the Shares for the
period commencing from the Market Day immediately after the MOU Announcement
Date and ending on the Latest Practicable Date;
(xiv) The Effective Pre-Consolidation Issue Price represents a discount of approximately

between 29.4% to 35.1% under Maximum Consideration Scenario and Minimum
Consideration Scenario respectively from the last transacted price of S$0.150 for each
Share on the SGX-ST on 10 June 2014, being the last transacted price on the Latest
Practicable Date;
(xv) We have considered the valuation of the Group based on its historical financial figures,
including but not limited to earnings, EBITDA, NAV and NTA (including the Revalued
NAV and NTA). As the Group’s earnings and EBITDA were negative for FY2013, the
valuation of the Group as compared to the Selected Comparable Companies in terms
of PER multiples and the EV/EBITDA ratios are not meaningful, except for the salient
point that the Selected Comparable Companies were all profitable with positive
EBITDA. In the absence of a business valuation, and the analysis of the weak financial
position and uncertainties with respect to: the Group’s ability to repay the Facility;
continued availability of funds to support daily operations; the Group continuing as a
going concern and ability to realize its assets and discharge its liabilities in the normal
course of business highlighted in this Letter as well as the Independent Auditors’
Report, the relatively practical valuation multiples for the Group are P/NAV and P/NTA.
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(xvi) The valuation of the Group in terms of P/NAV and P/NTA (as implied by the Pre-
NAV and the Revalued NTA) is lower than any of the Selected Comparable
Companies. Independent Shareholders should note that the relatively lower or
unfavourable valuation of the Group in terms of P/NAV and P/NTA should be reviewed
in the context of the Group’s weak financial performance (loss making in FY2012,
FY2013 and 1Q2014) and financial position (in terms of the Group’s higher total
borrowing to shareholders’ equity ratio as compared to the Selected Comparable
Companies, dwindling net working capital and shareholders’ equity), the emphasis of
matter described in the AR2013 pertaining to, inter alia, going concern assumption,
the breach of the Group’s loan covenant as announced on 27 February 2014 and the
Waiver Conditions, the Financial Support Undertaking as well as the Directors’
representation that the Group’s continuing operation and ability to continue as going
concern is heavily dependent on the support provided by the CIMC Group (for both
past and future); and
(xvii) Comparison with the Placement. The Pre-Consolidation Issue Price for the Proposed
Acquisition is equal to the Placement Price. In addition, the valuation of the Group as
implied by the Pre-Consolidation Issue Price in terms of P/NTA (based on the Group’s
unaudited NTA as at 30 September 2012) appear to be slightly higher than the
valuation as implied by the Placement Price over the Group’s unaudited NTA as at 30
June 2012. However, notwithstanding the fact that there was a transfer of control and
the Proposed Acquisition does not involve a direct payment of cash or a cash-only
deal, the premium of the Pre-Consolidation Issue Price over the last transacted price
for the Shares on the MOU Announcement Date of approximately 5.7% is lower and
less favourable as compared to the premium of the Placement Price over the last
transacted price for the Shares on the day the Placement Agreement was signed.
In the event that the total number of Post-consolidation Shares to be issued for the
Proposed Acquisition including the CIMC Additional Shares and the Management Co
Additional Shares are considered, the Effective Pre-Consolidation Issue Price would
be approximately S$0.097 (under the Minimum Consideration Scenario), S$0.104
(under the Base Consideration Scenario) and S$0.106 (under the Maximum
Consideration Scenario). Accordingly, the Effective Pre-Consolidation Issue Price is at
a discount of approximately 20.9% (under the Minimum Consideration Scenario),
15.5% (under the Base Consideration Scenario), and 13.9% (under the Maximum
Consideration Scenario) from the last transacted price on the MOU Announcement
Date. Accordingly, the Effective Pre-Consolidation Issue Price is less favourable than
the Placement Price (in nominal terms and in terms of the comparison with the
historical market price).
(f) The historical financial performance of the Target Group Companies or the Tianda Group are
generally stronger than the Selected Comparable Companies. The Tianda Group has
recorded growths in revenue for the past three financial years and maintained its profit after
tax for the past three financial years. We have not been provided with the financial
statements for the Tianda Group subsequent to FY2013. The Directors, the Target Directors
and the Proposed Directors confirmed that ACA has not been provided with financial
statements for the Tianda Group subsequent to FY2013. We note from Section 18.6.2 of the
Circular, and the Directors, Target Directors, and Proposed Directors have confirmed that in
line with general seasonality fluctuations, the Tianda Group was not in a net profit position
for the first five months of FY2014.
(g) The evaluation of the Total Consideration after taking into account, inter alia, the following
factors:
(i) The fair market value of the Tianda Group as at 31 December 2013 is approximately
S$197.6 million (based on the Independent Valuation Report), which is approximately
30.7% higher than the Maximum Consideration of approximately S$151.2 million;
(ii) The Total Consideration based on the Minimum Consideration Scenario, Base
NAV as at 31 December 2013;
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(iii) The Total Consideration based on the Minimum Consideration Scenario, Base
NTA before deduction of LUR as at 31 December 2013;
(iv) The Total Consideration based on the Minimum Consideration Scenario, Base
NTA after deduction of LUR;
(v) The valuation of the Target Group Companies or the Tianda Group in terms of PER,
EV/EBITDA, P/NTA and P/NAV as implied by the Total Consideration under the Base
Consideration Scenario and Maximum Consideration Scenario are within the range
and lower than the simple average and median for the Selected Comparable
Companies. Meanwhile, under the Minimum Consideration Scenario, the valuation of
the Target Group Companies or the Tianda Group in terms of PER, P/NAV and P/NTA
are lower than any of the Selected Comparable Companies. The aforementioned
valuation multiples for the Target Group Companies or the Tianda Group should be
assessed in the context of: (a) the historical financial performance of the Target Group
Companies or the Tianda Group as reflected by its ROE and net profit margin which
appears to be more favourable than the median and simple average of the Selected
Comparable Companies whilst the historical financial position of the Tianda Group in
terms of the ratio of total liabilities to shareholders’ equity is higher and less favourable
than any of the Selected Comparable Companies while its ratio of total borrowings to
shareholders’ equity is higher than the median but in line with the simple average for
the Selected Comparable Companies; (b) the fact that the Tianda Group is privately
held as at the Latest Practicable Date, while the Selected Comparable Companies are
listed companies. It is generally accepted that the value for quoted shares are
generally higher than those for unquoted shares in the view of the listed status,
improved liquidity, disclosure, corporate governance requirements as well as rules of
the relevant exchange that has to be complied with for listing; and (c) The Proposed
Acquisition involves an acquisition of a 100% of the total share capital of the Target
Group Companies or the Tianda Group (with control) as compared to the trading
statistics for shares of the Selected Comparable Companies which are based on
transactions which do not result in acquisition of control; and
(vi) For the Proposed Acquisition, the P/NTA ratio (as implied by the Target Group
Companies or the Tianda Group’s NTA before deduction of LUR as at 31 December
2013) of approximately 1.4 times (based on the Minimum Consideration Scenario) to
2.0 times (based on the Maximum Consideration Scenario), is within the range and
lower than the simple average and median for the Selected RTO Transactions.
(vii) The Group’s financial performance, position and condition as compared to the Target
Group Companies and Tianda Group. As the Group was not profitable and had
negative EBITDA, comparisons with the Target Group Companies and Tianda Group
in terms of PER multiples and EV/EBITDA ratio is not meaningful. However we note
that the valuation of the Group in terms of P/NAV and P/NTA (as implied by the Pre-
NTA and the Revalued NAV) is significantly lower than the valuation of the Target
Group Companies and Tianda Group (as implied by the Total Consideration under the
Base Consideration Scenario and Maximum Consideration Scenario and its NAV and
NTA before deduction of LUR). Whilst these should be viewed in the context of the
Group’s weak financial position and poor financial performance, we note that as the
Proposed Acquisition involves a transfer of control and may result in the Vendors
Concert Party Group having a shareholding interest of between approximately 70.87%
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and 76.35% in the Company, it does appear that the Group is valued relatively lower
as compared to the Target Group Companies and Tianda Group in terms of P/NAV
and P/NTA.
(h) The generally favourable potential financial effects of the Proposed Acquisition as outlined in
Section 16 of the Circular. The Proposed Acquisition will lead to reduction in loss per Post-
Consolidation Share (mainly due to the dilution effect attributed to the issuance of the Post-
Consolidation Shares, the effect of negative goodwill arising from the Proposed Acquisition
and consolidation of the Target Group Companies or Tianda Group’s earnings),
improvements in gearing and NTA per Post-Consolidation Share (taking into account the
consolidation adjustment) for the Enlarged Group. In addition, as set out in Section 2.2 of the
Circular, the Board believes that the Proposed Acquisition would create meaningful
synergies between the principal activities of the Group and the Tianda Group, and potentially
enhance Shareholder value.
(i) The dilution of Independent Shareholders’ existing interest and the significant reduction in
their voting interest in the Company pursuant to the Proposed Acquisition, which, inter alia,
is the result of issuance of the Post-Consolidation Shares in respect of the Proposed
Acquisition. It is further noted from Section 7.8 of this Letter that the number of Pre-
Consolidation Shares to be issued pursuant to the Proposed Acquisition as a percentage of
the Enlarged Share Capital under the Minimum Consideration Scenario is approximately
192.0% and under the Maximum Consideration Scenario is approximately 260.2%, which
are all within the range and lower than the simple average and median, and relatively closer
to the minimum for the Selected RTO Transactions.
(j) The risk factors, the order book for the Group, the Target Group Companies and the Tianda
Group, and the Crisplant Arbitration as set out in Section 22 of the Circular, section 8.6 and
section 8.7 of this Letter respectively.
(k) The Directors’ confirmation that whilst significant efforts have been made by Directors and
Management to obtain alternative offer or investment or acquisition opportunity, they are not
aware of any alternative offer or investment or acquisition opportunity available to the
Company as at the Latest Practicable Date, which is comparable in nature, size and scope
to the Proposed Acquisition. In addition, the Directors have represented the Proposed
Acquisition is synergistic and potentially enhance Shareholder value due to, amongst other
things, the provision of complementary services for their combined customer base and
We note from the announcement dated 20 April 2014, Mr Low Kok Hua and Dr Soon Kong
Ann (both are Directors and substantial shareholders of the company with shareholding of
approximately 6.32% and 5.56% respectively) have made a joint statement stating, inter alia,
that they are fully supportive of the Proposed Acquisition.
(l) The Proposed Whitewash Resolution is a condition precedent to the CIMC Completion and
the Management Co Completion. Accordingly if the Proposed Whitewash Resolution is not
passed by a majority of the Independent Shareholders, the Proposed Acquisition will not
take place.
(m) No profit warranty or guarantee has been provided by any party with respect to the future
performance of the Target Group Companies or the Tianda Group in connection with the
Proposed Acquisition or the Proposed Transactions (where applicable). There can be no
assurance that the Target Group Companies or the Tianda Group will be able to maintain or
improve its profitability in the long-term.
(n) The terms and conditions for the Proposed Acquisition including the adjustments or terms for
further issuance of Post-Consolidation Shares as described in Section 7.1 of this Letter.
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(o) The Directors’ representation that under the terms of the Facility Agreement, the Company
has undertaken, inter alia, to obtain the Shareholders’ approval for¸ inter alia, the completion
of the Proposed Acquisition on or prior to 31 July 2014 and to ensure that the Proposed
Acquisition becomes effective on or prior to 31 August 2014. We note that the Company has
approximately 1.5 months to obtain the Shareholders’ approval and approximately 2.5
months to ensure that the Proposed Acquisition becomes effective.
(p) Such other relevant considerations as set out in Section 8 or elsewhere in this Letter.
In summary, having regard to our analysis and the consideration in this Letter (but subject to its
limitation and constraints) and after having considered carefully the information available to us and
based on market, economic and other relevant conditions prevailing as at the Latest Practicable
Date, save for the fair value of the Group or market value or potential market value for the
redevelopment of the Group’s leasehold building (on basis other than its existing use basis), as well
as the financial performance and position of Tianda Group after FY2013 for which we have not
been furnished, and subject to our terms of reference and in the context of the currently weak
financial condition and position of the Group, we are of the opinion that the Proposed
Whitewash Resolution is not prejudicial to the interests of the Company and the Independent
Shareholders.
Subject to the limitations mentioned in this Letter, we consider the Proposed Whitewash Resolution
to be not prejudicial to the interest of the Independent Shareholders, from a financial point of view,
for inter-alia the following reasons: -
(i) Uncertainty pertaining to the Group’s ability to continue operating as a going concern and
the Group’s deteriorating financial performance with substantial losses incurred in the past
two consecutive financial years and financial position with dwindling net working capital and
shareholders’ equity (as well as difficulties in securing new contracts due to its working
capital constraints) and the Directors’ confirmation and representation that there has been no
material changes to the Group’s financial performances, position and condition as at the
(ii) Matters arising subsequent to the MOU Announcement Date or the CIMC SPA
Announcement Date, including, inter alia, the inability of the Group to fulfill the Initial
Warranty, the breach of the Group’s loan covenant as announced on 27 February 2014 the
Waiver Conditions, and the Financial Support Undertaking, as well as the emphasis of
matters described in AR2013 (pertaining to, inter alia, going concern assumption).
(iii) The Directors’ and the Management’s representation that the Group’s continuing operation
and ability to continue as going concern is heavily dependent on the support provided by the
CIMC Group (for both past and future), including but not limited to the support provided for
the Facility of approximately S$52.0 million (in terms of arrangement as well as provision of
letter of comfort), arrangement of bankers guarantee for the recently secured projects in
Charlotte and Oklahoma and the Financial Support Undertaking. The undertaking from the
Company for the Facility Agreements to inter-alia, ensure that shareholders’ approval is
obtained for its entry into the CIMC SPA and its performance of the transactions
contemplated thereby (including the completion of the Proposed Acquisition) and Directors
and Management representation that in the event the Proposed Acquisition is terminated or
lapses or aborted, there may be an event of default or potential event of default and hence
lenders for the Facility may be contractually entitled to request for an immediate repayment
or settlement of all outstanding amounts under the Facility of approximately S$52.0 million
as at 31 March 2014. We note that in relation to Facility Agreement an event of default is
deemed to occur upon, inter alia, the ownership of the Company on and following the
completion date for the Proposed Acquisition: CIMC Group ceases to own at least 45% of
the issued Share capital of the Company (directly or indirectly); or the Company ceases to
be a subsidiary of CIMC Group and CIMC (directly or indirectly). Furthermore we note that
the Waiver is deemed effective as at 1 January 2014 to the earlier of the date on which the
Proposed Acquisition becomes effective occurs or 31 August 2014.
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The Directors have confirmed and represented that in the event of liquidation of the Group,
there will be significant costs incurred including but not limited to liquidated damages,
additional costs to complete for outstanding contracts (to be considered in conjunction with
the Group’s order book of approximately S$78.5 million as at the Latest Practicable Date) as
well as the high likelihood that outstanding performance bonds for contracts of approximately
US$41.4 million and bankers’ guarantees of approximately S$30.2 million will be called upon,
resulting in the Group’s NTA being substantially reduced or negative when the
aforementioned contingent liabilities materialise in the event of liquidation.
(iv) The relatively lower pricing of the Target Group Companies or the Tianda Group in terms of
PER, EV/EBITDA, P/NAV and P/NTA as compared to the Selected Comparable Companies,
particularly considering the Tianda Group’s relatively stronger financial performance as
compared to the Selected Comparable Companies. The fair market value of the Tianda
Group as at 31 December 2013 is approximately S$197.6 million (based on the Independent
Valuation Report), which is approximately 30.7% higher than the Maximum Consideration of
approximately S$151.2 million.
(v) The potential favourable financial effects of the Proposed Acquisition in terms of the gearing,
NTA per Post-Consolidation Share and loss per Post-Consolidation Share for the Enlarged
Group.
(vi) Confirmation and representation from Directors that there are no alternative offer or
investment or acquisition opportunity or fund raising opportunities available to the Company
as at the Latest Practicable Date.
On-going concern basis, the valuation of the Group, as implied by the Effective Pre-Consolidation
Issue Price, appears to be on the low end when considered in the context of the discount implied
by the Effective Pre-Consolidation Issue Price from the historical prices for the Shares and the
Group’s Revalued NAV and Revalued NTA; and the relatively lower pricing of the Group in terms of
P/NAV and P/NTA as compared to the Selected Comparable Companies or the Target Group
Companies or Tianda Group. We note that the Directors’ and the Management’s representation that
the Group’s continuing operation and ability to continue as going concern is heavily dependent on
the support provided by the CIMC Group and in the event of liquidation, the Group’s NTA may be
substantially reduced or become negative when the aforementioned contingent liabilities
materialise in the event of liquidation.
Despite the relatively lower pricing of the Group in the context of the Group’s weak financial
condition and position, terms and conditions for the Facility, emphasis of matter in the Independent
Auditors Report, the Waiver Conditions, the Financial Support Undertaking and in the absence of a
business valuation for the Group and the valuation of the Group’s leasehold building taking into
account basis other than its existing basis for use, we are of the opinion that based on the
information available to us as at the Latest Practicable Date and in the context of the currently
weak financial condition and position of the Group, the financial terms of the Proposed Acquisition
is, on balance reasonable, taking into account the representation and confirmation from Directors
on the possibility of an event of default or potential event of default for the Facility in the event that
the Proposed Acquisition lapses or is terminated or is aborted, uncertainty pertaining to the
Group’s going concern and the Group’s deteriorating financial performance with substantial losses
incurred in the past two consecutive financial years and financial position with dwindling net
working capital and shareholders’ equity (as well as difficulties in securing new contracts due to its
working capital constraints), the matters arising subsequent to the MOU Announcement Date or
the CIMC SPA Announcement Date, including, inter alia, the inability of the Group to fulfill the Initial
Warranty, the breach of the Group’s loan covenant as announced on 27 February 2014 and the
Waiver Conditions, the Financial Support Undertaking, as well as the emphasis of matters
described in AR2013 (pertaining to, inter alia, going concern assumption).
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Recommendation
Accordingly, we advise the Recommending Directors to recommend that Independent Shareholders
vote in favour of the Proposed Whitewash Resolution to be proposed at the EGM, and to highlight
to Independent Shareholders the matters as stated in our Letter and to exercise caution in their
decision in relation to the resolutions for the Proposed Whitewash Resolution.
In performing our evaluation, we have not been provided with, and have not had access to, any
financial projections or future plans or corporate actions (if any) of the Company or the Group or
the Target Group Companies or the Tianda Group or the Enlarged Group. The opinion set forth
herein is based solely on publicly available information and information provided by the Directors,
Management, Target Directors and Target Management and therefore does not reflect any
projections or future financial performance of the Company or the Group or the Target Company or
the Tianda Group or the Enlarged Group after the completion of the Proposed Transactions and is
based on the economic and market conditions prevailing as of the Latest Practicable Date. Our
advice is solely confined to our views on the Proposed Whitewash Resolution.
Matters to highlight
We would also wish to highlight the following matters which may affect the decisions or actions of
the Independent Shareholders:
1. In performing our evaluation, we have not been provided with, and have not had access to,
any financial projections of board memorandum or future plans or corporate actions (if any)
of the Company or the Group or the Tianda Group or the Target Group Companies or the
Enlarged Group. Our evaluation is based solely on publicly available information and other
information provided by the Company as well as the economic and market conditions
prevailing as at the Latest Practicable Date, and therefore does not reflect expected financial
performance after the financial statements for FY2013 and 1Q2014 for the Group and
FY2013 for the Tianda Group. We have not been provided with the financial statements for
the Tianda Group subsequent to FY2013. The Directors, the Target Directors and the
Proposed Directors confirmed that ACA has not been provided with financial statements for
the Tianda Group subsequent to FY2013.
The scope of our appointment does not require us to express, and we do not express and
Company or the Group or the Tianda Group or the Target Group Companies or the Enlarged
Group after the completion of the Proposed Transactions or the possibility or probability that
the Group or the Tianda Group or the Target Group Companies or the Enlarged Group can
improve their profitability or that the anticipated benefits from the Proposed Acquisition can
be realised (as the case may be) or the adequacy of the working capital of the Group or the
Enlarged Group or the ability of the Group or the Enlarged Group (defined later) to service
its borrowings (both principal and interest payment) when fall due or called by the lenders or
the prices at which the Shares would trade after the completion of the Proposed
Transactions. The scope of our appointment does not require us to express, and we do not
express, a view on the basis of valuation used by parties (including but not limited to reliance
or non-reliance on certain valuation basis).
The Directors and the Target Directors further confirmed that as at the Latest Practicable
Date and save for matters disclosed in this Letter and the audited financial statements for the
Group for FY2013 and the unaudited financial statements for the Group for 1Q2014 and for
the Tianda Group for FY2013, there has been no material changes to the Group’s and the
Tianda Group’s assets and liabilities, financial position, condition and performance.
2. Our scope does not require us and we have not made any independent evaluation of the
Target Group Companies (including without limitation, market value or economic potential) or
appraisal of the Target Group Companies’ and the Group’s assets and liabilities (including
without limitation, property, plant and equipment) or contracts entered into by the Target
A-126
Group Companies or the Group and we have not been furnished with any such evaluation
and appraisal in respect of assets and liabilities (if any) held or contracts entered into by the
Target Group Companies or the Group save for the Valuation Report and the Property
Valuation Report. With respect to such valuation, we are not experts in the evaluation
(including without limitation, market value or economic potential) or appraisal of assets and
liabilities (including without limitation, property, plant and equipment) including, inter alia, the
contracts or agreements that the Target Group Companies or the Group has embarked upon
or are about to embark upon and have relied on the opinion of the Directors and the financial
statements (audited and unaudited), where applicable for the assessment.
In view that there is no business valuation for the fair value of the Group and no valuation for
the redevelopment of the leasehold building made available, our assessment, opinion and
recommendations are necessarily limited and subject to the matters.
3. Shareholders should note that:
a. approval of the Proposed Whitewash Resolution is a condition precedent to the

CIMC Completion and the Management Co Completion. If Independent
Shareholders do not vote in favour of the Proposed Whitewash Resolution, the
b. by voting in favour of the Proposed Whitewash Resolution, they will be waiving

their rights to receive a general offer from the Vendors Concert Party Group,
which the Vendors Concert Party Group would otherwise be obliged to make at
the highest price paid by them for Shares in the six (6) months preceding the
commencement of the offer, in accordance with Rule 14 of the Code and Section
139 of the SFA. Furthermore, Shareholders should also note that, by voting for
the Proposed Whitewash Resolution, they could be forgoing the opportunity to
receive a general offer from another person who may be discouraged from
making a general offer in view of the potential dilution effect of the issue of the
CIMC Aggregate Consideration Shares, the CIMC Additional Shares, the
Management Co Aggregate Consideration Shares, the Management Co
Additional Shares and the AM Conversion Shares.
c. pursuant to obtaining Shareholders’ approval for the Proposed Whitewash

Resolution, the allotment and issuance of the CIMC Aggregate Consideration
Shares, the CIMC Additional Shares, the Management Co Aggregate
Consideration Shares, the Management Co Additional Shares, and the AM
Conversion Shares to the Vendors Concert Party Group would result in the
Vendors Concert Party Group holding Shares carrying more than forty nine per
cent. (49.0%) of the voting rights of the Company and the Vendors Concert Party
Group will thereafter be free to acquire additional new Shares in the Company
without incurring any obligation under Rule 14 of the Code to make a general
offer for the Company.
Specific objectives
In rendering our advice, we have not had regard to the specific investment objectives, financial
situation, tax position, risk profiles or particular or individual needs and constraints of any individual
Independent Shareholder. As each Independent Shareholder or group of Independent
Shareholders would have different investment objectives and profiles, we would advise the
Independent Directors to advise any individual Shareholder or group of Shareholders who may
require specific advice in the context of investments in unlisted shares or his or their specific
investment objectives or portfolio should consult his or their stockbroker, bank manager, solicitor,
accountant, tax adviser, or other professional adviser immediately.
A-127
10. ACTION TO BE TAKEN BY SHAREHOLDERS

Shareholders who are unable to attend the EGM and who wish to appoint a proxy to attend and
vote at the EGM on their behalf will find attached to the Circular, a Proxy Form which they are
requested to complete, sign and return in accordance with the instructions printed thereon as soon
as possible and in any event so as to arrive at the registered office of the Company not less than
forty-eight (48) hours before the time fixed for the EGM. The completion and lodgment of the Proxy
Form by a Shareholder does not preclude him from attending and voting in person at the EGM if
he finds that he is able to do so.
Depositors with Shares credited to their Securities Accounts who wish to attend and vote at the
EGM or appoint a proxy, must complete, sign and return the relevant Proxy Form completed by
CDP in accordance with the instructions printed thereon as soon as possible and in any event, so
as to reach the office of the Company’s Share Registrar, KCK CorpServe Pte Ltd, at 333 North
Bridge Road #08-00 KH KEA Building Singapore 188721, not less than 48 hours before the time
set for the EGM. A Depositor will not be regarded as a member of the Company entitled to attend
the EGM and to speak and vote thereat unless his name appears on the Depository Register as at
forty-eight (48) hours before the EGM.
In addition, Shareholders are advised to read Section 30 of the Circular and Notice of the EGM
which has been enclosed with the Circular carefully so that the appropriate election on voting for or
voting against can be made.
This Letter is addressed to the Recommending Directors in connection with and for the sole
purpose of their evaluation of the Proposed Whitewash Resolution and is not meant or intended to
be an evaluation of the other resolutions to be proposed. Whilst a copy of this Letter may be
included in the Circular, neither the Company nor the Directors nor any other party, may reproduce,
disseminate or quote this letter (or any part thereof) for any other purpose at any time and in any
manner without the prior written consent of ACA in each specific case, except at the forthcoming
EGM and for the sole purpose of the Proposed Whitewash Resolution. This opinion is governed by,
and construed in accordance with, the laws of Singapore, and is strictly limited to the matters and
the scope of our appointment stated herein and does not apply by implication to any other matter.
Save as stated above, nothing herein shall confer or be deemed or is intended to confer any right
of benefit to any third party and the Contracts (Rights of Third Parties) Act Chapter 53B and any
re-enactment thereof shall not apply.
The recommendations made by the Recommending Directors to the Independent Shareholders in

relation to the Proposed Whitewash Resolution as well as other resolutions referred to in the
Circular (where applicable) and the issue of the Circular shall remain the sole responsibility of the
Recommending Directors and the Directors respectively.
Yours faithfully,
H.K. LIAU FOO QUEE YIN

MANAGING DIRECTOR MANAGING DIRECTOR
A-128
APPENDIX B – AWFG IFA LETTER IN RELATION TO THE PROPOSED
IPT MANDATE
24 June 2014

28 Quality Road
Singapore 618828
Attention: The Recommending Directors (IPT)
LETTER FROM ASIASONS WFG CAPITAL PTE LTD TO THE RECOMMENDING DIRECTORS (IPT) IN
RESPECT OF THE PROPOSED IPT MANDATE FOR THE INTERESTED PERSON TRANSACTIONS
For the purpose of this letter, capitalised terms not otherwise defined shall have the meanings given to
them in the circular of Pteris Global Limited dated 24 June 2014 (the “Circular”).
1. INTRODUCTION
Pteris Global Limited (the “Company”) is proposing to seek its Shareholders’ approval for the
Proposed Transactions, including the adoption of the shareholders’ mandate pursuant to Chapter 9
of the Catalist Rules (the “Proposed IPT Mandate”) for recurrent interested person transactions
between the Enlarged Group (as defined in Section 12 of the Circular) and (i) CIMC and its
Associates and (ii) CIMC-HK and its Associates. The Proposed IPT Mandate is inter-conditional
upon, inter alia, Shareholders’ approval for the Proposed Acquisition. Details of the Proposed IPT
Mandate are set out in Section 12 of the Circular.
CIMC Group may from time to time, enter into recurrent transactions with the Enlarged Group of a
revenue or trading nature or those necessary for the day-to-day operations of the Enlarged Group,
in particular, in relation to (i) purchase or sale of materials, products and services that arise in the
ordinary course of business operations of the Enlarged Group; (ii) the receipt of management and
support services as described in Section 12.5.1(b) of the Circular; and (iii) Treasury Transactions
as described in Section 12.5.2 of the Circular.
Following the Proposed Acquisition Completion, CIMC-HK will, through its wholly-owned subsidiary
Sharp Vision Holdings Limited (“SVHL”), be the controlling shareholder of the Company. CIMC-HK
is a wholly-owned subsidiary of CIMC. Accordingly, CIMC and its subsidiaries or associates are
‘interested persons’ of the Company under Chapter 9 of the Catalist Rules and transactions
between CIMC, CIMC-HK (and their respective Associates) and the Enlarged Group subsequent to
the Proposed Acquisition Completion shall be Interested Person Transactions.
Mr. Yu Yuqun (a Non-Executive Director of the Company) is the Secretary of the board for CIMC
and accordingly, he will abstain from making any recommendation in respect of the Proposed IPT
Mandate. CIMC-HK and SVHL will abstain and have undertaken to ensure that their Associates will
abstain from voting on the Proposed IPT Mandate, and/or accepting appointment as proxies unless
specific instructions as to voting are given.
To comply with the requirements of Chapter 9 of the Catalist Rules, Asiasons WFG Capital Pte Ltd
(“Asiasons WFG Capital” or “AWFG”) has been appointed as the independent financial adviser to
provide an opinion on whether the review procedures as set out in Section 12.6 of the Circular are
sufficient to ensure that the recurrent Interested Person Transactions between CIMC, CIMC-HK
(and their respective Associates) and the Enlarged Group will be carried out on normal commercial
terms and will not be prejudicial to the interests of the Company and its minority Shareholders.
This letter sets out our evaluation of Proposed IPT Mandate and our opinion thereof (hereinafter
referred to as the “IFA Letter”). This IFA Letter has been prepared for the use of the directors of the
Company, who as at the date of the Circular, are considered to be independent for the purpose of
the Proposed IPT Mandate (the “Recommending Directors (IPT)”), and forms part of the Circular
to seek the approval of the Shareholders for the Proposed Transactions.
B-1
IPT MANDATE
2. TERMS OF REFERENCE
Asiasons WFG Capital has been appointed to advise the Recommending Directors (IPT), for the
purposes of Chapter 9 of the Catalist Rules, on whether the review procedures for the Interested
Person Transactions, if adhered to, are sufficient to ensure that they will be carried out on normal
Shareholders.
We are and were not involved in any aspect of the negotiations pertaining to the Proposed
Transactions (including the Proposed IPT Mandate), nor were we involved in the deliberations
leading to the Company’s decision to undertake the Proposed Transactions (including the Proposed
IPT Mandate). We do not, by this IFA Letter, make any representation or warranty in relation to the
merits of the Proposed Transactions (including the Proposed IPT Mandate).
Our terms of reference do not require us to evaluate or comment on the rationale for legal,
strategic or commercial merits and/or risks of the Proposed Transactions (including the Proposed
IPT Mandate and the Interested Person Transactions contemplated under the Proposed IPT
Mandate). We have also not conducted any review of the business, operations or financial condition
of the Company and the Enlarged Group and we have not relied on any financial projections or
forecasts in respect of the Company or the Enlarged Group, nor did we have access to their
business plans, financial projections and forecasts. We are not required to express and we do not
express any view herein on the growth prospects, financial position and earnings potential of the
Company or the Enlarged Group pursuant to the Proposed Transactions (including the Proposed
IPT Mandate). We are also not expressing any view herein as to the prices at which the shares of
the Company may trade in the absence of or upon approval of the Proposed Transactions
(including the Proposed IPT Mandate). Such evaluation shall remain the sole responsibility of the
Directors, although we may draw upon their views (to the extent deemed necessary or appropriate
by us) in arriving at our opinion as set out in this IFA Letter.
In the course of our evaluation, we have held discussions with certain Directors and management
of the Enlarged Group and have examined information provided and representations made to us by
the aforesaid parties, including information in the Circular. We have not independently verified such
information, whether written or verbal, and accordingly cannot and do not warrant, and do not
accept any responsibility for the accuracy, completeness or adequacy of such information,
representation and assurance. Nonetheless, we have made reasonable enquiries and used our
judgement in assessing such information and have found no reason to doubt the accuracy and
reliability of such information. The Directors of the Company have jointly and severally accepted full
responsibility for the accuracy, completeness and adequacy of all such information and
representations as provided and made by the aforesaid parties as contained herein.
We have relied upon the assurance of the Directors that they collectively and individually accept full
responsibility for the accuracy of the information given in the Circular and confirm after making all
reasonable enquiries, that to the best of their knowledge and belief, the Circular constitutes full and
true disclosure of all material facts about the Proposed IPT Mandate, the Company and the
Enlarged Group as at the date of the Circular. The Directors are not aware of any facts the
omission of which would make any statement in the Circular misleading. Where information in the
Circular has been extracted from published or otherwise publicly available sources or this IFA
Letter, the sole responsibility of the Directors has been to ensure that such information has been
accurately and correctly extracted from those sources and/or reproduced in the Circular in its
proper form and context. In relation to this IFA Letter, the Directors have confirmed that the facts
stated, with respect to the Enlarged Group and the Proposed IPT Mandate, are to the best of their
knowledge and belief, fair and accurate in all material aspects. Accordingly, no representation or
warranty, express or implied, is made and no responsibility is accepted by us concerning the
accuracy, completeness or adequacy of all such information, provided or otherwise made available
to us or relied on by us as described above.
B-2
IPT MANDATE
The Company has been separately advised by its own advisers in the preparation of the
Circular (other than this IFA Letter). We have no role or involvement and have not provided
any advice, financial or otherwise, whatsoever in the preparation, review and verification of
the Circular (other than this IFA Letter). Accordingly, we take no responsibility for and
express no views, express or implied, on the contents of the Circular (other than this IFA
Letter).
Whilst a copy of this IFA Letter may be reproduced in the Circular, neither the Company nor the
Directors may reproduce, disseminate or quote this IFA Letter (or any part thereof) for any other
purposes at any time and in any manner without our prior written consent in each specific case,
except for the forthcoming EGM and for the purposes of the Proposed IPT Mandate. Our opinion in
relation to the Proposed IPT Mandate should be considered in the context of the entirety of this IFA
Letter and the Circular.
We recommend that the Recommending Directors (IPT) advise the Shareholders to read these
pages carefully.
3. THE PROPOSED IPT MANDATE

3.1 THE PROPOSED IPT MANDATE
Information on the Proposed IPT Mandate is set out in Section 12 of the Circular, and
Shareholders are advised to read the information carefully.
3.2 SCOPE OF THE PROPOSED IPT MANDATE

Information on the scope of the Proposed IPT Mandate, in particular the scope and categories of
Interested Person Transactions classified into General Transactions and Treasury Transactions, is
set out in Section 12.5 of the Circular.
3.3 CLASS OF INTERESTED PERSONS

Information on the class of interested persons of the Proposed IPT Mandate is set out in Section
12.4 of the Circular.
3.4 RATIONALE FOR AND BENEFITS OF THE PROPOSED IPT MANDATE

Information on the rationale for and benefits of the Proposed IPT Mandate is set out in Sections
12.2 and 12.3 of the Circular.
3.5 REVIEW PROCEDURES FOR THE INTERESTED PERSON TRANSACTIONS

Detailed information on the review procedures is set out in Section 12.6 of the Circular.
4. VALIDITY PERIOD OF THE REVISED IPT GENERAL MANDATE

If approved by Independent Shareholders at the EGM, the Proposed IPT Mandate will take effect
upon the Proposed Acquisition Completion, and will (unless revoked or varied by the Company in a
general meeting) continue in force until the date of the next AGM. Approval from Independent
Shareholders will be sought for the renewal of the Proposed IPT Mandate at the next AGM and at
each subsequent AGM of the Company, subject to the satisfactory review by the Audit and Risk
Committee of its continued application to Interested Person Transactions.
5. DISCLOSURE OF THE AGGREGATE VALUE OF INTERESTED PERSON TRANSACTIONS

In accordance with the requirements of Chapter 9 of the Catalist Rules, disclosure is required to be
made in the annual report of the Company (the “Annual Report”) of the aggregate value of all
Interested Person Transactions conducted pursuant to the Proposed IPT Mandate during the
current financial year, and in the Annual Reports for subsequent financial years that Proposed IPT
Mandate continues in force. The Company will announce the aggregate value of all Interested
B-3
IPT MANDATE
Person Transactions conducted pursuant to the Proposed IPT Mandate for each financial period on
which the Company is required to report on pursuant to the Catalist Rules and within the time
required for the announcement of such reports.
The name of the interested persons and the corresponding aggregate value of the interested
person transactions will be presented in the following format (or in such other form as the Catalist
Rules may require from time to time):
Name of Interested Aggregate value of all interested Aggregate value of all interested
Person person transactions during the person transactions, conducted
financial year under review under shareholders’ mandate
(excluding transactions less than (excluding transactions less than
S$100,000 and transactions S$100,000) pursuant to Rule 920
conducted under shareholders’ of the Catalist Rules
mandate pursuant to Rule 920 of
the Catalist Rules)
6. OTHER TRANSACTIONS WITH INTERESTED PERSONS

The Recommending Directors (IPT) should note that any transaction with interested persons which
does not fall within the ambit of the Proposed IPT Mandate shall be subject to the relevant
provisions of Chapter 9 of the Catalist Rules and/or other applicable provisions of the Catalist
Rules.
Such transactions will, unless specifically excluded from the ambit of Chapter 9 of the Catalist
Rules, require an immediate announcement where:
(a) the transaction is of a value equal to, or more than, 3% of the listed group’s latest audited
consolidated NTA; or
(b) the aggregate value of all transactions entered into with the same interested person during
the same financial year amounts to 3% or more of the listed group’s latest audited
consolidated NTA.
Shareholders’ approval (in addition to immediate announcement) is required where:
(a) the transaction is of a value equal to, or more than, 5% of the listed group’s latest audited
consolidated NTA; or
(b) the transaction, when aggregated with other transactions entered into with the same
interested person during the same financial year, is of a value equal to, or more than, 5% of
the listed group’s latest audited consolidated NTA.
7. OPINION
In arriving at our opinion in respect of the Proposed IPT Mandate, we have considered, inter alia,
the review procedures set up by the Company, the role of the Audit and Risk Committee in
enforcing the Proposed IPT Mandate and the rationale and benefits of the Proposed IPT Mandate.
Having regard to the considerations set out in this IFA Letter and the information available to us as
at the Latest Practicable Date, Asiasons WFG Capital is of the opinion that the review procedures
for determining the transaction prices of the Interested Person Transactions, if applied strictly, are
sufficient to ensure that the Interested Person Transactions will be carried out on normal
Shareholders.
B-4
IPT MANDATE
This IFA Letter is addressed to the Recommending Directors (IPT) in connection with and
for the purposes of their consideration of the Proposed IPT Mandate and the
recommendations made by them shall remain the sole responsibility of the Recommending
Directors (IPT). Our opinion in relation to the Proposed IPT Mandate should be considered
in the context of the entirety of this IFA Letter.
Whilst a copy of this IFA Letter may be reproduced in the Circular, neither the Company nor the
Directors may reproduce, disseminate or quote this IFA Letter (or any part thereof) for any other
purpose at any time and in any manner without the prior written consent of Asiasons WFG Capital
in each specific case, except for the forthcoming EGM and for the purposes of the Proposed IPT
Mandate.
This IFA Letter is governed by, and construed in accordance with, the laws of Singapore, and is
strictly limited to the matters stated herein and does not apply by implication to any other matter.
Yours truly
ASIASONS WFG CAPITAL PTE LTD
ALEX TAN KAH KOON PAULINE SIM POI LIN

EXECUTIVE DIRECTOR HEAD OF CORPORATE FINANCE
B-5
APPENDIX C – VALUATION REPORT
VALUATION REPORT
CONSIDERING
THE MARKET VALUE
OF
100 PERCENT EQUITY INTEREST
IN
SHENZHEN CIMC-TIANDA AIRPORT SUPPORT LTD

Client : PTERIS GLOBAL LIMITED
Ref. No. : CON000152880BV-1
Report Date : 17 JUNE 2014
C-1
17 June 2014
The Directors
28 Quality Rd
Singapore, 618828
Dear Sirs,
In accordance with your instructions, we have undertaken an investigation and analysis to express an independent opinion of the market value of 100 percent equity
interest in Shenzhen CIMC-TianDa Airport Support Ltd (“Tianda Group” or “the Company”) inclusive of subsidiaries as at 31 December 2013 (the “Valuation Date”).
The report which follows is dated 17 June 2014 (the “Report Date”).
This valuation has been prepared for the inclusion in the circular to the shareholders of Pteris Global Limited (“Pteris”), in connection with its proposed reverse
takeover of the Tianda Group.
Our valuation was carried out on a market value basis. Market value is defined as “the estimated amount for which an asset or liability should exchange on the val-
uation date between a willing buyer and a willing seller in an arm’s length transaction after proper marketing and where the parties had each acted knowledgeably,
prudently and without compulsion”.
In arriving at our assessed value for the equity interest, we have considered three generally accepted approaches, namely, market approach, cost approach and in-
come approach. In our opinion, the market approach and cost approach are inappropriate for valuing the subject asset. Firstly, the market approach requires market
transactions of comparable assets as an indication of value. However, we have not identified any current market transactions which are comparable. Secondly, the
cost approach does not directly incorporate information about the economic benefits contributed by the subject asset. We have therefore relied solely on the income
approach, through the use of the discounted cash flow method, in determining our opinion of value.
As part of our analysis, we have been furnished with information prepared by the Company regarding the subject business. We have relied to a considerable extent
on such information in arriving at our opinion of value.
The conclusion of value is based on accepted valuation procedures and practices that rely substantially on our use of numerous assumptions and our consideration
of various factors that are relevant to the operation of the Company. We have also considered various risks and uncertainties that have potential impact on the busi-
nesses. Further, while the assumptions and consideration of such matters are considered by us to be reasonable, they are inherently subject to significant business,
economic and competitive uncertainties and contingencies, many of which are beyond the control of the Company and Jones Lang LaSalle Corporate Appraisal and
Advisory Limited.
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We do not intend to express any opinion on matters which require legal or other specialized expertise or knowledge, beyond what is customarily employed by val-
uers. Our conclusions assume continuation of prudent management of the Company over whatever period of time that is reasonable and necessary to maintain the
character and integrity of the assets valued.
Based on the results of our investigation and analysis outlined in the report which follows, we are of the opinion that the market value of 100% equity interest in the
Company as at the Valuation Date is reasonably stated as below:
Market Value of 100% Equity

Valuation Date
Interest (SGD'000)
2013-12-31 197,591
The following pages outline the factors considered, methodology and assumptions employed in formulating our opinions and conclusions. Any opinions are subject
to the assumptions and limiting conditions contained therein.
Yours faithfully,
Jones Lang LaSalle Corporate Appraisal and Advisory Limited
Simon M.K. Chan

Regional Director
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TABLE OF CONTENTS
INTRODUCTION ........................................................................................................................................................................................................................ C-5
PURPOSE OF VALUATION ........................................................................................................................................................................................................ C-5
BASIS OF VALUE ...................................................................................................................................................................................................................... C-5
BACKGROUND .......................................................................................................................................................................................................................... C-5
SOURCES OF INFORMATION .................................................................................................................................................................................................. C-6
METHODOLOGY ........................................................................................................................................................................................................................ C-6
MAJOR ASSUMPTIONS ............................................................................................................................................................................................................ C-7
DISCOUNT RATE ...................................................................................................................................................................................................................... C-8
DISCOUNT FOR LACK OF MARKETABILITY (DLOM) ............................................................................................................................................................ C-10
VALUATION COMMENTS .......................................................................................................................................................................................................... C-11
RISK FACTORS .......................................................................................................................................................................................................................... C-11
OPINION OF VALUE .................................................................................................................................................................................................................. C-11
EXHIBIT A – LIMITING CONDITIONS ...................................................................................................................................................................................... C-13
EXHIBIT B – VALUERS’ PROFESSIONAL DECLARATION .................................................................................................................................................... C-15
C-4
INTRODUCTION BACKGROUND
This report has been prepared in accordance with instructions from Pteris Global Shenzhen CIMC-TianDa Airport Support Ltd (“Tianda Group” or “the Company”)
Limited (“Pteris”) to express an independent opinion of the market value of 100 is a company incorporated in Shenzhen, China and is primarily involved in the
percent equity interest in Shenzhen CIMC-TianDa Airport Support Ltd (“Tianda design, development, manufacture, installation and maintenance of passenger
Group” or “the Company”) inclusive of subsidiaries as at 31 December 2013 (the boarding bridges (“PBB”), ground support equipment (“GSE”), material handling
“Valuation Date”). The report which follows is dated 17 June 2014 (the “Report systems (“MHS”) and baggage handling systems (“BHS”).
Date”).
The Company is a leading player in the production of PBB, as it is the first
PURPOSE OF VALUATION manufacturer in the world to produce PBB for the Airbus 380. Currently supplies
more than 90% of the domestic PBB market and more than 30% of the
This valuation has been prepared for the inclusion in the circular to the international market is supplied by the Company. The Company is also
shareholders of Pteris Global Limited (“Pteris”), in connection with its proposed expanding its business into Air Cargo Handling Systems, Automatic Storage
reverse takeover of the Tianda Group. Systems and Auto-Parking Systems.
BASIS OF VALUE As at 31 December 2013, the Company has three subsidiaries, namely: Xinfa
Airport Equipment Ltd, Shenzhen CIMC-Tianda Logistics System Engineering
Our valuation was carried out on a market value basis. Market value is defined Co., Ltd and CIMC-TianDa Airport Support (Hong Kong) Limited. The Company
as “the estimated amount for which an asset or liability should exchange on the also has two branch offices, namely Shenzhen CIMC-Tianda Airport Support
valuation date between a willing buyer and a willing seller in an arm’s length Ltd Hefei branch and Shenzhen CIMC-Tianda Airport Support Ltd. French
transaction after proper marketing and where the parties had each acted branch office.
knowledgeably, prudently and without compulsion”.
The Company has set up subsidiaries in Langfang, Longyan and Kunshan in
We have conducted our valuation in accordance with International Valuation 2014 for further expansion in its current business.
Standards issued by the International Valuation Standards Council (IVSC). We
planned and performed our valuation so as to obtain all the information and The activities of all these subsidiaries have been taken into account in the
explanations which we considered necessary in order to provide us with valuation of the Tianda Group as at 31 December 2013.
sufficient evidence to express our opinion on the subject asset. We believe that
the valuation procedures we employed provide a reasonable basis for our
opinion.
C-5
SOURCES OF INFORMATION Benefits of using this approach include its simplicity, clarity, speed and the need
for few or no assumptions. It also introduces objectivity in application as publicly
This report was compiled after consideration of all relevant information obtained
available inputs are used. However, one has to be wary of the hidden
from the Company and other public sources. Documents received include, but
assumptions in those inputs as there are inherent assumptions on the value of
were not limited to:
those comparable assets. It is also difficult to find comparable assets.
Furthermore, this approach relies exclusively on the efficient market hypothesis.
Background information and future business plan of the Company;
Cost Approach considers the cost to reproduce or replace in new condition the
Management accounts of the Company for the period ended the Valuation
assets appraised in accordance with current market prices for similar assets,
Date;
with allowance for accrued depreciation or obsolescence present, whether
arising from physical, functional or economic causes. The cost approach
Financial forecast of the Company as at the Valuation Date;
generally furnishes the most reliable indication of value for assets without a
known secondary market.
Business licenses of the Company; and
Despite the simplicity and transparency of this approach, it does not directly
Corporate Structure of the Company.
incorporate information about the economic benefits contributed by the subject
asset.
Other sources of information included:
Income Approach is the conversion of expected periodic benefits of ownership
Market trends of operation and other related industry in mainland China;
into an indication of value. It is based on the principle that an informed buyer
and
would pay no more for the project than an amount equal to the present worth of
anticipated future benefits (income) from the same or a substantially similar
We have held discussions with the management of the Company
project with a similar risk profile.
regarding the operation and the condition of the Company. We believe that
the information provided during these discussions is reliable.
This approach allows for the prospective valuation of future profits and there are
numerous empirical and theoretical justifications for the present value of
METHODOLOGY expected future cash flows. However, this approach relies on numerous
In arriving at our assessed value, we have considered three generally accepted assumptions over a long time horizon and the result may be very sensitive to
approaches, namely, market approach, cost approach and income approach. certain inputs. It also presents a single scenario only.
Market Approach considers prices recently paid for similar assets, with
adjustments made to market prices to reflect condition and utility of the appraised
assets relative to the market comparative. Assets for which there is an
established secondary market may be valued by this approach.
C-6
Selection of Valuation Approach and Methodology MAJOR ASSUMPTIONS

In our opinion, the market approach and cost approach are inappropriate for Assumptions considered to have significant sensitivity effects in this valuation
valuing the underlying asset. Firstly, the market approach requires market have been evaluated in order to provide a more accurate and reasonable basis
transactions of comparable assets as an indication of value. However, we have for arriving at our assessed value.
not identified any current market transactions which are comparable. Secondly,
the cost approach does not directly incorporate information about the economic The following key assumptions in determining the market value of the equity
benefits contributed by the underlying asset. We have therefore relied solely on interest have been made:
the income approach in determining our opinion of value.
The projected business performances can be achieved with the effort of
In this study, the value of the total equity was developed through the application the managements of the Company.
of an income approach technique known as discounted cash flow method to
devolve the future value of the business into a present market value. This There will be no material change in the existing political, legal,
method eliminates the discrepancy in time value of money by using a discount technological, fiscal or economic conditions, which might adversely affect
rate to reflect all business risks including intrinsic and extrinsic uncertainties in the business of the Company.
relation to the business.
The operational and contractual terms stipulated in the relevant contracts
Under this method, value depends on the present worth of future economic and agreements will be honored.
benefit to be derived from the projected income. Indications of value have been
developed by discounting projected future net cash flows available for payment The facilities and systems proposed are sufficient for future expansion in
of shareholders’ interest to their present worth at discount rate which in our order to realize the growth potential of the business and maintain a
opinion is appropriate for the risks of the business. In considering the competitive edge.
appropriate discount rate to be applied, we have taken into account a number of
factors including the current cost of finance and the considered risk inherent in We have assumed that there are no hidden or unexpected conditions
the business. associated with the assets valued that might adversely affect the reported
values. Further, we assume no responsibility for changes in market
conditions after the Valuation Date.
C-7
DISCOUNT RATE The equation of CAPM is shown as follow:

In applying the discounted cash flow method, it is necessary to determine an
Expected Required Return on Equity = Risk Free + Nominal Beta (β) x Risk
appropriate discount rate for the assets under review. The discount rate
Premium + ε
represents an estimate of the rate of return required by a third party investor for
an investment of this type. The rate of return expected from an investment by an
The return on equity required of a company represents the total rate of return
investor relates to perceived risk. Risk factors relevant in our selection of an
investors expect to earn, through a combination of dividends and capital
appropriate discount rate include:
appreciation, as a reward for risk taking. The Capital Asset Pricing Model
(“CAPM”) is used to calculate the required rate of return on equity investment by
1. Interest rate risk, which measures variability of returns caused by changes
using publicly-traded companies.
in the general level of interest rates.
Parameters for CAPM
2. Purchasing power risk, which measures loss of purchasing power over
time due to inflation. In determining the equity discount rate for the Company, the following
parameters have been used as at the Valuation Date:
3. Liquidity risk, which measures the ease with which an instrument can be
sold at the prevailing market price. Valuation Date 2013-12-31 Sources
4. Market risk, which measures the effects of the general market on the price Indicated Risk Free Rate 2.41%
behavior of securities. 2013 SBBI Statistics
Market Premium 6.70% 2013 SBBI Statistics

5. Business risk, which measures the uncertainty inherent in projections of
operating income.
Levered Beta 1.01
Consideration of risk, burden of management, degree of liquidity, and other
factors affect the rate of return acceptable to a given investor in a specific Country Risk Premium 1.05% New York University Study
investment. An adjustment for risk is an increment added to a base or safe rate
to compensate for the extent of risk believed involved in the investment.
Size Premium 6.03% 2013 SBBI Statistics
Required Return on Equity Capital
Specific Premium 2.00%
We have used Capital Assets Pricing Model (the “CAPM”) to estimate the
required return on equity capital. The CAPM is a fundamental tenet of modern
portfolio theory which has been generally accepted basis for marketplace Cost of Equity 18.00%
valuations of equity capital. The CAPM technique is widely accepted in the
investment and financial analysis communities for the purpose of estimating a
company’s required return on equity capital.
C-8
Weighted Average Cost of Capital

Valuation Date 2013/12/31 Sources
WACC is calculated by multiplying the cost of each capital component by its Average of comparable
proportional weight and then summing: D/E Ratio 16.80%
companies
Cost of Equity 18.00%

E D
WACC = ∗ Re + ∗ R d ∗ (1 − T c )
V V Company's Long Term
Cost of Debt 6.55%
Borrowing Rate
Where:
Effective Tax Rate 13.50% Company's Effective Tax Rate
Re = Required return on equity
WACC 16.00%
Rd = Required return on debt
E = Market value of the firm’s equity
D = Market value of the firm’s debt
V = E+D
E/V = Percentage of financing that is equity
D/V = Percentage of financing that is debt
TC = Corporate tax rate
C-9
Terminal Value DISCOUNT FOR LACK OF MARKETABILITY (DLOM)

We have assumed that the company will grow at a fixed long-term growth rate A factor to be considered in valuing closely held companies is the marketability
beyond the terminal year and reach its optimal operating structure. We have thus of an interest in such businesses. Marketability is defined as the ability to convert
applied a terminal multiple on the projected cash flows at terminal year to derive the business interest into cash quickly, with minimum transaction and
the value of the Company beyond the projection period. The terminal multiple is administrative costs, and with a high degree of certainty as to the amount of net
derived using the H-Model, assuming that the growth rate declines in a linear proceeds. There is usually a cost and a time lag associated with locating
fashion from the current growth rate to the long-term (stable) growth rate over t interested and capable buyers of interests in privately-held companies, because
years. The formula is as follows: there is no established market of readily-available buyers and sellers. All other
factors being equal, an interest in a publicly traded company is worth more
because it is readily marketable. Conversely, an interest in a private-held
D 0 × (1 + g L ) D0 × H × (gS − gL) company is worth less because no established market exists.
V0 = +
r − gL r − gL
Where:
H = half-life (in years) of high-growth period
t = length of high-growth period
gS = short-term growth rate
gL = long-term growth rate (3%)
r = required return
C-10
VALUATION COMMENTS RISK FACTORS

As part of our analysis, we have reviewed financial and business information Economic considerations
from public sources together with such financial information, project documen-
The PRC economy has experienced significant growth in the past decade, but
tation and other pertinent data concerning the project as has been made avail-
such growth has been uneven geographically and rose among different sectors
able to us. Such information has been provided by the Company. We have
of the economy. There is no assurance that the expected economic growth will
assumed the accuracy of, and have relied on such information. We have relied
be realized and future social and economic changes in the PRC will be favorable
to a considerable extent on such information provided in arriving at our opinion
to the Company. The competition in the industry may have adverse effect on the
of value.
operating performance of the Company and hence affect the value of the busi-
ness.
We confirm that we have carried out inspections of the assets of the business
and have made relevant searches and enquire and obtained such further infor-
Changes in political, economic and regulatory environment in the
mation as is considered necessary for the purposes of this study.
PRC
In arriving at our assessed value, we have only considered the core business of The Company is subject to various laws and regulations governing its opera-
the Company. We do not made provision for other non-operating cash flow items tions in the PRC. Future political and legal changes in the PRC might have ei-
such as exchange rate gain/loss, gain/loss from disposal of fixed assets in the ther favorable or unfavorable impacts on the Company.
valuation model. In this exercise, the Company advised that the government
grants and subsidies are related to the operation of the business and are ex- Realization of forecast and projection
pected to continue in the foreseeable future. Therefore, the government grants
This valuation is premised in part on the historical financial information and pro-
and subsidies are defined as operating cash flow and are included in our valu-
jections provided by the management of the Company. We have assumed ac-
ation.
curacy of the information provided and relied to a considerable extent on such
information in arriving at our opinion of value. Since projections relate to the fu-
The conclusion of value is based on accepted valuation procedures and prac-
ture, there will usually be differences between projections and actual results and
tices that rely substantially on the use of numerous assumptions and the con-
in some cases, those variances may be material.
sideration of many uncertainties, not all of which can be easily quantified or
ascertained. Further, while the assumptions and consideration of such matters
are considered by us to be reasonable, they are inherently subject to significant OPINION OF VALUE
business, economic and competitive uncertainties and contingencies, many of Based on the results of our investigation and analysis outlined in the report which
which are beyond the control of the Company and Jones Lang LaSalle Corpo- follows, we are of the opinion that the market value of 100% equity interest in the
rate Appraisal and Advisory Limited. Company as at the Valuation Date is reasonably stated as below:
Market Value of 100% Equity

Valuation Date
Interest (SGD'000)
2013-12-31 197,591
C-11
LIMITING CONDITIONS
This report and opinion of value are subject to our Limiting Conditions as included in Exhibit A of this report.
Yours faithfully,
Jones Lang LaSalle Corporate Appraisal and Advisory Limited
Simon M.K. Chan

Regional Director
C-12
EXHIBIT A – LIMITING CONDITIONS 7. The use of and/or the validity of the report is subject to the terms of
engagement letter/proposal and the full settlement of the fees and all the
1. In the preparation of our reports, we relied on the accuracy, completeness
expenses.
and reasonableness of the financial information, forecast, assumptions
and other data provided to us by the Company/engagement parties and/or
8. Our conclusions assume continuation of prudent management policies
its representatives. We did not carry out any work in the nature of an audit
over whatever period of time that is considered to be necessary in order
and neither are we required to express an audit or viability opinion. We
to maintain the character and integrity of the assets valued.
take no responsibility for the accuracy of such information. The
responsibility for determining expected values rests solely with the
9. We assume that there are no hidden or unexpected conditions associated
Company/engagement parties and our reports were only used as part of
with the subject matter under review that might adversely affect the
the Company’s/engagement parties’ analysis in reaching their conclusion
reported review result. Further, we assume no responsibility for changes
of value.
in market conditions, government policy or other conditions after the
Valuation/Reference Date. We cannot provide assurance on the
2. We have explained as part of our service engagement procedure that it is
achievability of the results forecasted by the Company/engagement
the director’s responsibility to ensure proper books of accounts are
parties because events and circumstances frequently do not occur as
maintained, and the financial information and forecast give a true and fair
expected; difference between actual and expected results may be
view and have been prepared in accordance with the relevant standards
material; and achievement of the forecasted results is dependent on
and companies ordinance.
actions, plans and assumptions of management.
3. Public information and industry and statistical information have been
10. This report has been prepared solely for the internal use purpose. The
obtained from sources we deem to be reputable; however we make no
report should not be otherwise referred to, in whole or in part, or quoted
representation as to the accuracy or completeness of such information,
in any document, circular or statement in any manner, or distributed in
and have accepted the information without any verification.
whole or in part or copied to any their party without our prior written
consent. We shall not under any circumstances whatsoever be liable to
4. The management and the Board of the Company has reviewed and
any third party except where we specifically agreed in writing to accept
agreed on the report and confirmed that the basis, assumptions,
such liability.
calculations and results are appropriate and reasonable.
11. This report is confidential to the client and the calculation of values
5. Jones Lang LaSalle Corporate Appraisal and Advisory Limited shall not
expressed herein is valid only for the purpose stated in the engagement
be required to give testimony or attendance in court or to any government
letter/or proposal as of the Valuation / Reference Date. In accordance with
agency by reason of this exercise, with reference to the project described
our standard practice, we must state that this report and exercise is for the
herein. Should there be any kind of subsequent services required, the
use only by the party to whom it is addressed and no responsibility is
corresponding expenses and time costs will be reimbursed from you. Such
accepted with respect to any third party for the whole or any part of its
kind of additional work may incur without prior notification to you.
contents.
6. No opinion is intended to be expressed for matters which require legal or
other specialised expertise or knowledge, beyond what is customarily
employed by valuers.
C-13
12. Where a distinct and definite representation has been made to us by 16. Actual transactions involving the subject assets / business might be
party/parties interested in the assets valued, we are entitled to rely on that concluded at a higher or lower value, depending upon the circumstances
representation without further investigation into the veracity of the of the transaction and the business, and the knowledge and motivation of
representation if such investigation is beyond the scope of normal the buyers and sellers at that time.
scenario analysis work.
13. You agree to indemnify and hold us and our personnel harmless against 7. This report and the conclusion of values arrived at herein are for the
and from any and all losses, claims, actions, damages, expenses or exclusive use of our client for the sole and specific purposes as noted
liabilities, including reasonable attorney’s fees, to which we may become herein. Furthermore, the report and conclusion of values are not intended
subjects in connection with this engagement. Our maximum liability by the author, and should not be construed by the reader, to be investment
relating to services rendered under this engagement (regardless of form advice in any manner whatsoever. The conclusion of values represents
of action, whether in contract, negligence or otherwise) shall be limited to the consideration based on information furnished by the
the charges paid to us for the portion of its services or work products Company/engagement parties and other sources.
giving rise to liability. In no event shall we be liable for consequential,
special, incidental or punitive loss, damage or expense (including without
limitation, lost profits, opportunity costs, etc.), even if it has been advised
of their possible existence.
14. We are not environmental consultants or auditors, and we take no

responsibility for any actual or potential environmental liabilities exist, and
the effect on the value of the asset is encouraged to obtain a professional
environmental assessment. We do not conduct or provide environmental
assessments and have not performed one for the subject property.
15. This exercise is premised in part on the historical financial information and
future forecast provided by the management of the Company/engagement
parties. We have assumed the accuracy and reasonableness of the
information provided and relied to a considerable extent on such
information in arriving at our calculation of value. Since projections relate
to the future, there will usually be differences between projections and
actual results and in some cases, and those variances may be material.
Accordingly, to the extent any of the above mentioned information requires
adjustments, the resulting value may differ significantly.
C-14
EXHIBIT B – VALUERS’ PROFESSIONAL DECLARATION – The analyses, opinions, and conclusions were developed, and this report
has been prepared, in accordance with the International Valuation
The following valuers certify, to the best of their knowledge and belief, that:
Standards published by the International Valuation Standards Council.
– Information has been obtained from sources that are believed to be
– The under mentioned persons provided professional assistance in the
reliable. All facts which have a bearing on the value concluded have been
compilation of this report.
considered by the valuers and no important facts have been intentionally
disregarded.
– The reported analyses, opinions, and conclusions are subject to the

Simon M.K. Chan
assumptions as stated in the report and based on the valuers’ personal,
Regional Director
unbiased professional analyses, opinions, and conclusions. The valuation
exercise is also bounded by the limiting conditions.
Justin L. Liang
Manager
– The reported analyses, opinions, and conclusions are independent and
objective.
Teresa L.S. Xue
Senior Financial Analyst
– The valuers have no present or prospective interest in the asset that is
the subject of this report, and have no personal interest or bias with
respect to the parties involved.
– The valuers’ compensation is not contingent upon the amount of the value
estimate, the attainment of a stipulated result, the occurrence of a
subsequent event, or the reporting of a predetermined value or direction
in value that favours the cause of the client.
C-15
FINANCIAL STATEMENTS OF SHENZHEN CIMC-TIANDA AIRPORT SUPPORT LTD
AND ITS SUBSIDIARIES FOR THE FINANCIAL YEARS ENDED 31 DECEMBER
2011, 2012, AND 2013
INDEPENDENT AUDITORS’ REPORT
24 June 2014
The Board of Directors
Shenzhen CIMC-Tianda Airport Support Ltd
(㶙⛛ᷕ普⣑彦䨢㷗学⢯㚱旸℔⎠)
4 Gongye Fourth Road,
Shenzhen City (㶙⛛ⶪ⋿Ⱉ⋢噯⎋ⶍ᷂⚃嶗⚃⎟)
The People’s Republic of China
Dear Sirs
We have audited the accompanying consolidated financial statements of Shenzhen CIMC-Tianda

Airport Support Ltd (the Company) and its subsidiaries (the Group), which comprise the statements of
financial position of the Group as at 31 December 2011, 2012, and 2013, the statements of
comprehensive income, statements of changes in equity and statements of cash flows of the Group for
each of the years ended 31 December 2011, 2012, and 2013, and a summary of significant accounting
policies and other explanatory information, as set out on pages D-3 to D-55.
Management’s responsibility for the financial statements
Management is responsible for the preparation of financial statements that give a true and fair view in
accordance with Singapore Financial Reporting Standards, and for devising and maintaining a system
of internal accounting controls sufficient 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 profit and loss accounts and
balance sheets and to maintain accountability of assets.
Auditors’ responsibility
Our responsibility is to express an opinion on these financial 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 financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures
in the financial statements. The procedures selected depend on the auditor’s judgement, including the
assessment of the risks of material misstatement of the financial statements, whether due to fraud or
error. In making those risk assessments, the auditor considers internal control relevant to the entity’s
preparation of financial 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 entity’s 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 financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our audit opinion.
D-1
2011, 2012, AND 2013
Opinion
In our opinion, the consolidated financial statements of the Group present fairly, in all material
respects the state of affairs of the Group as at 31 December 2011, 2012, and 2013 and the results,
changes in equity and cash flows of the Group for each of the years ended in accordance with
Singapore Financial Reporting Standards.
This report has been prepared for inclusion in the Circular to be issued by Pteris Global Limited. No
audited financial statements of the Group have been prepared for any period subsequent to 31
December 2013.
KPMG LLP
Public Accountants and
Chartered Accountants
Gerald Low
Partner-in-charge
Singapore
D-2
2011, 2012, AND 2013
STATEMENTS OF FINANCIAL POSITION

AS AT 31 DECEMBER 2011, 2012, AND 2013
31 December 31 December 31 December

Note 2011 2012 2013
RMB’000 RMB’000 RMB’000
Non-current assets
Property, plant and equipment 4 44,732 64,160 120,553
Intangible assets 5 1,891 3,889 11,366
Deposit for land use rights – – 8,400
Land use rights 6 60,217 58,916 59,559
Deferred tax assets 7 8,391 9,783 12,659
Long-term prepaid expenses 8 – 222 136
115,231 136,970 212,673
Current assets
Inventories 9 154,960 269,606 214,033
Trade and other receivables 10 289,304 426,501 575,429
Other financial assets 11 2,452 – 3,037
Cash and cash equivalents 12 36,641 34,541 38,279
483,357 730,648 830,778
Total assets 598,588 867,618 1,043,451
Equity
Paid-in capital 13 103,666 103,666 103,666
Reserves 14 191,848 264,981 275,900
Equity attributable to owners of the
Company 295,514 368,647 379,566
Non-controlling interests – 7,534 9,327
Total equity 295,514 376,181 388,893
Financial liabilities 15 – 30,000 –
Deferred income 16 15,000 30,600 30,593
15,000 60,600 30,593
Current liabilities
Financial liabilities 15 – 20,148 85,353
Trade and other payables 17 239,159 374,693 486,587
Provisions 18 39,136 24,686 38,088
Provision for taxation 9,779 11,310 13,937
288,074 430,837 623,965
Total liabilities 303,074 491,437 654,558
Total equity and liabilities 598,588 867,618 1,043,451
The accompanying notes form an integral part of these consolidated financial statements.
D-3
2011, 2012, AND 2013
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED 31 DECEMBER 2011, 2012, AND 2013
Year ended 31 December

Note 2011 2012 2013
RMB’000 RMB’000 RMB’000
Revenue 19 565,364 754,314 857,894

Other income 20 6,772 17,199 13,686
Staff costs 21 (62,115) (89,450) (119,884)
Depreciation (1,843) (2,410) (2,711)
Foreign exchange differences 2,792 2,443 1,185
Other operating expenses 22 (129,328) (112,417) (120,282)
Finance expense 23 (1,125) (2,521) (4,395)
Income tax expense 24 (8,745) (11,240) (10,768)
Profit for the year, representing total
comprehensive income for the year 45,152 73,367 72,712
Profit/ Total comprehensive income

attributable to:
Non-controlling interests – 234 1,793
45,152 73,367 72,712
D-4
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
Foreign
currency Non-
Paid-in Capital Surplus Accumulated translation controlling
Note capital reserve reserve profits reserve interests Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At 1 January 2011 103,666 18 9,861 186,233 (26,416) – 273,362
Total comprehensive income for the year

Profit for the year – – – 45,152 – – 45,152
Total comprehensive income for the year – – – 45,152 – – 45,152
Effect of change in functional currency – (14,710) (483) (11,223) 26,416 – –
Transactions with owners, recorded directly in equity

Distributions to owners
Dividends declared 26 – – – (23,000) – – (23,000)
Total distributions to owners – – – (23,000) – – (23,000)
At 31 December 2011 103,666 (14,692) 9,378 197,162 – – 295,514
D-5
Profit for the year – – – 73,133 – 234 73,367
Total comprehensive income for the year – – – 73,133 – 234 73,367
Changes in ownership interests in subsidiaries

Acquisition of subsidiaries with non-controlling interests 30 – – – – – 7,300 7,300
2011, 2012, AND 2013
Total changes in ownership interests in subsidiaries – – – – – 7,300 7,300

At 31 December 2012 103,666 (14,692) 9,378 270,295 – 7,534 376,181

Profit for the year – – – 70,919 – 1,793 72,712
Total comprehensive income for the year – – – 70,919 – 1,793 72,712
Transactions with owners, recorded directly in equity

Distributions to owners
Dividends declared 26 – – – (60,000) – – (60,000)
Total distributions to owners – – – (60,000) – – (60,000)
At 31 December 2013 103,666 (14,692) 9,378 281,214 – 9,327 388,893
(Note 14) (Note 14) (Note 14)
2011, 2012, AND 2013
CONSOLIDATED STATEMENTS OF CASH FLOWS

Note 2011 2012 2013
RMB’000 RMB’000 RMB’000
Cash flows from operating activities
Adjustments for:
Depreciation of property, plant and equipment 1,843 2,410 2,711
Amortisation of intangible assets 1,472 1,774 1,645
Amortisation of long-term prepaid expenses – 19 152
Interest expense 16 1,026 3,244
Interest income (273) (763) (1,741)
Net loss/(gain) on disposal of property, plant and
equipment 32 (5) (40)
Provisions/(Reversal) of provisions 15,284 (1,522) 20,994
Loss/(Gain) from change in fair value of financial
derivatives 6,246 2,600 (3,185)
Impairment losses on property, plant and equipment – 154 –
78,517 90,300 107,260
Changes in:
Trade and other receivables (11,032) (122,385) (147,843)
Inventories and contract work-in-progress (52,043) (108,487) 55,729
Trade and other payables 57,953 130,006 70,847
Provisions (16,155) (12,928) (7,592)
Income taxes paid (10,648) (10,940) (11,018)
Net cash flows from/(used in) operating activities 46,592 (34,434) 67,383
Cash flows from investing activities

Acquisition of subsidiary, net of cash acquired 30 – 4,231 –
Interest received 273 763 1,741
Proceeds from sale of property, plant and equipment 86 48 98
Purchase of property, plant and equipment and intangible
assets (26,524) (21,715) (67,777)
Deposit paid for land use rights – – (8,400)
Acquisition of long-term prepaid expenses – (232) (66)
Net cash flows used in investing activities (26,165) (16,905) (74,404)
Cash flows from financing activities

Proceeds of new loans from related parties 53,000 50,000 267,000
Proceeds of new loans from banks – – 63,353
Interest paid (16) (506) (6,297)
Repayments of short term borrowings from related
parties (53,000) – (295,000)
Dividends paid to owners of the company (6,900) – (18,374)
Net cash flows (used in)/from financing activities (6,916) 49,494 10,682
Net increase/(decrease) in cash and cash equivalents 13,511 (1,845) 3,661

Cash and cash equivalents at 1 January 23,549 36,641 34,541
Effect of exchange rate fluctuations on cash held (419) (255) 77
Cash and cash equivalents at 31 December 12 36,641 34,541 38,279
D-6
2011, 2012, AND 2013
NOTES TO THE FINANCIAL STATEMENTS

These notes form an integral part of the financial statements.
The financial statements were authorised for issue by the Board of Directors on 24 June 2014
and have been prepared for inclusion in the Circular to be issued by Pteris Global Limited
(“Pteris”).
1 CORPORATE INFORMATION
Shenzhen CIMC-Tianda Airport Support Ltd (the “Company”) is an equity joint venture
established in Shenzhen City in the People’s Republic of China (“PRC”) by China International
Marine Container (Group) Co., Ltd. (“CIMC Group”) and China International Marine Container
(Hong Kong) Co., Ltd. (“CIMC (HK)”). The Company obtained an approval certificate “Shen
Fu Wai Fu [1992] No. 049B” from the People’s Government of Shenzhen City on 7 July 1992,
and a business licence (No. 102866) on 18 July 1992 issued by the State Administration of
Industry and Commerce of the PRC. The Company has a registered capital of USD 13,500,000.
On 12 December 2004, CIMC (HK) transferred 6% shareholding of the Company to Shenzhen

Tegemeng Technology Co., Ltd. (“Tegemeng Technology”). On 20 March 2005, CIMC Group
transferred 24% shareholding of the Company to Tegemeng Technology. The equity joint
venture contract and articles of association were revised accordingly on 20 May 2005. The
Company also obtained a revised approval certificate “Shen He Zi Zheng Zi [1992] No.
0028B”.
The immediate and ultimate holding companies at the end of the financial years were CIMC
(HK) and CIMC Group. Both companies are incorporated in the People’s Republic of China.
The Company’s period of operation is 30 years and its principal activities consist of the
manufacture and sales of various airport electronic machinery and equipment, provision of
processing services of machinery and equipment and metal structure, and provision of
installation and after-sales services for self-manufactured products and car park management
service (operated by licensed Hefei branch office).
In January 2012, the Company acquired 70% of the equity interests in Xinfa Airport Equipment
Ltd (“Xinfa”) from Beijing Bowei Airport Support Ltd. (“Beijing Bowei”), an independent
third party. Xinfa’s principal activities consist of the manufacture and sale of airport
buses.
In April 2013, the Company incorporated Shenzhen CIMC-Tianda Logistics System

Engineering Co., Ltd. (“Tianda Logistics”), a wholly-owned subsidiary with a registered capital
amounting to RMB 60,000,000. Tianda Logistics’ principal activities mainly include the
development, design, manufacture, and sales of automatic logistic systems projects and
equipment. The registered capital had been fully paid up by 3 September 2013.
In May 2013, the Company incorporated CIMC-Tianda Airport Support (Hong Kong) Limited
(“Tianda HK”), a wholly-owned subsidiary with a registered capital amounting to
HKD 1,000,000. The registered capital has not been paid up and Tianda HK had not
commenced operation as of 31 December 2013.
D-7
2011, 2012, AND 2013
2 BASIS OF PREPARATION
2.1 Statement of compliance
The consolidated financial statements of the Group for each of the financial years ended 31
December 2011, 2012, and 2013 have been prepared in accordance with Singapore Financial
Reporting Standards (“FRS”).
2.2 Basis of measurement
The financial statements have been prepared on the historical cost basis except for certain
financial assets and financial liabilities which are measured at fair value.
2.3 Functional currency and presentation currency
The consolidated financial statements are presented in Renminbi. The functional currency of
the Company for the financial years ended 31 December 2011, 2012, and 2013 was Renminbi.
With effect from 1 January 2011, the directors reassessed and changed the functional currency
of the Company from United States dollars to Renminbi as a result of a change in the currency
of the underlying transactions.
The functional currency of the subsidiaries for the years ended 31 December 2012 and 2013 was
Renminbi.
All financial information presented in Renminbi has been rounded to the nearest thousand,
unless otherwise stated.
2.4 Use of estimates, assumptions and judgements
The preparation of the financial statements in conformity with FRSs requires management to
make judgements, estimates and assumptions that affect the application of accounting policies
and the reported amounts of assets, liabilities, income and expenses. Actual results may differ
from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to

accounting estimates are recognised in the period in which the estimates are revised and in any
future periods affected.
Significant accounting estimates and judgements
Information about assumptions and estimation uncertainties that have a significant risk of
resulting in a material adjustment within the next financial year are included in the following
notes:
Note 4 –estimation of useful lives and assumptions of recoverable amounts relating to

property, plant and equipment
Note 5 – assumptions of recoverable amounts relating to goodwill and other intangible
assets
Note 9 – assessment of the allowance for any shortfall in net realisable value of
inventories
Note 10 – assessment of the recoverability of trade receivables
Note 18 – assessment of adequacy of provisions
D-8
2011, 2012, AND 2013
Note 24 – estimation of provisions for current and deferred taxation
Critical judgements made in applying accounting policies
In the process of applying the Company’s accounting policies, management is of the opinion
that there is no instance of application of judgement which is expected to have a significant
effect on the amounts recognised in the financial statements, apart from those involving
estimations as described above.
2.5 Changes to accounting policies
On 1 January 2013, the Group adopted new or amended FRS and interpretations to FRS (“INT
FRS”) that are mandatory for application from that date. Changes to the Group’s accounting
policies have been made as required in accordance with the transitional provisions in the
respective FRS and INT FRS.
The adoption of these new or amended FRS and INT FRS did not result in substantial changes
to the Group’s accounting policies and had no material effect on the amounts reported for the
current or prior financial years.
The following are the new or revised FRS and INT FRS that are relevant to the Group:
FRS 113 Fair Value Measurement
FRS 113 establishes a single framework for measuring fair value and making disclosures about
fair value measurements, when such measurements are required or permitted by other FRSs. In
particular, it unifies the definition of fair value as the price at which an orderly transaction to
sell an asset or to transfer a liability would take place between market participants at the
measurement date. It also replaces and expands the disclosure requirements about fair value
measurements in other FRSs, including FRS 107 Financial Instruments: Disclosures.
From 1 January 2013, in accordance with the transitional provisions of FRS 113, the Company
has applied the new fair value measurement guidance prospectively, and has not provided any
comparative information for new disclosures. Notwithstanding the above, the change had no
significant impact on the measurements of the Company’s assets and liabilities for each of the
years ended 31 December 2011, 2012, and 2013. There are no additional disclosures necessary
as a result of the adoption of this standard.
Amendments to FRS107 Disclosures - Offsetting financial assets and financial liabilities
The amendments introduce new disclosures in respect of offsetting financial assets and financial
liabilities. Those new disclosures are required for all recognised financial instruments that are
set off in accordance with FRS 32, Financial instruments: Presentation and those that are
subject to an enforceable master netting arrangement or similar agreement that covers similar
financial instruments and transactions, irrespective of whether the financial instruments are set
off in accordance with FRS 32.
The adoption of the amendments does not have an impact on the financial information as the
Group has not offset financial instruments, nor has it entered into master netting arrangement or
similar agreement which is subject to the disclosures of FRS 107 during the periods presented.
D-9
2011, 2012, AND 2013
3 SIGNIFICANT ACCOUNTING POLICIES

The accounting policies set out below have been applied consistently to all periods presented in
these financial statements, and have been applied consistently by Group entities. There are no
other changes to the Group’s accounting policies that had a material effect on the amounts
reported for the current or prior financial years.
3.1 Basis of consolidation
Business combinations
Business combinations are accounted for using the acquisition method in accordance with FRS
103 Business Combination as at the acquisition date, which is the date on which control is
transferred to the Group. Control is the power to govern the financial and operating policies of
an entity so as to obtain benefits from its activities. In assessing control, the Group takes into
consideration potential voting rights that are currently exercisable.
The Group measures goodwill at the acquisition date as:
• the fair value of the consideration transferred; plus

• the recognised amount of any non-controlling interests in the acquiree; plus
• if the business combination is achieved in stages, the fair value of the pre-existing equity
interest in the acquiree,
over the net recognised amount (generally fair value) of the identifiable assets acquired and
liabilities assumed.
When the difference is negative, a bargain purchase gain is recognised immediately in profit or
loss.
The consideration transferred does not include amounts related to the settlement of pre-existing
relationships. Such amounts are generally recognised in profit or loss.
Any contingent consideration payable is recognised at fair value at the acquisition date and
included in the consideration transferred. If the contingent consideration is classified as equity,
it is not remeasured and settlement is accounted for within equity. Otherwise, subsequent
changes to the fair value of the contingent consideration are recognised in profit or loss.
Non-controlling interests that are present ownership interests and entitle their holders to a
proportionate share of the acquiree’s net assets in the event of liquidation are measured either at
fair value or at the non-controlling interests’ proportionate share of the recognised amounts of
the acquiree’s identifiable net assets, at the acquisition date. The measurement basis taken is
elected on a transaction-by-transaction basis. All other non-controlling interests are measured at
acquisition-date fair value or, when applicable, on the basis specified in another standard.
Costs related to the acquisition, other than those associated with the issue of debt or equity
securities, that the Group incurs in connection with a business combination are expensed as
incurred.
D-10
2011, 2012, AND 2013
Subsidiaries
Subsidiaries are entities controlled by the Group. The financial statements of subsidiaries are
included in the consolidated financial statements from the date that control commences until the
date that control ceases.
The accounting policies of subsidiaries have been changed when necessary to align them with
the policies adopted by the Group. Losses applicable to the non-controlling interests in a
subsidiary are allocated to the non-controlling interests even if doing so causes the non-
controlling interests to have a deficit balance.
Transactions eliminated on consolidation
Intra-group balances and transactions, and any unrealised income and expenses arising from
intra-group transactions, are eliminated in preparing the consolidated financial statements.
3.2 Foreign currency transactions
Transactions in foreign currencies are translated to the respective functional currencies of Group
entities at exchange rates at the dates of the transactions. Monetary assets and liabilities
denominated in foreign currencies at the end of the reporting period are retranslated to the
functional currency at the exchange rate at that date. The foreign currency gain or loss on
monetary items is the difference between amortised cost in the functional currency at the
beginning of the year, adjusted for effective interest and payments during the year, and the
amortised cost in foreign currency translated at the exchange rate at the end of the year.
Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair
value are retranslated to the functional currency at the exchange rate at the date that the fair
value was determined. Non-monetary items in a foreign currency that are measured in terms of
historical cost are translated using the exchange rate at the date of the transaction. Foreign
currency differences arising on retranslation are recognised in profit or loss, except for the
following differences which are recognised in other comprehensive income arising on the
retranslation of a financial liability designated as a hedge of the net investment in a foreign
operation to the extent that the hedge is effective.
3.3 Property, plant and equipment
Items of property, plant and equipment are measured at cost less accumulated depreciation and
accumulated impairment losses.
Cost includes expenditure that is directly attributable to the acquisition of the asset. The cost of
self-constructed assets includes:
• the cost of materials and direct labour;

• any other costs directly attributable to bringing the assets to a working condition for their
intended use;
• when the Group has an obligation to remove the asset or restore the site, an estimate of the
costs of dismantling and removing the items and restoring the site on which they are
located; and
• capitalised borrowing costs.
D-11
2011, 2012, AND 2013
Purchased software that is integral to the functionality of the related equipment is capitalised as
part of that equipment.
When parts of an item of property, plant and equipment have different useful lives, they are
accounted for as separate items (major components) of property, plant and equipment.
The gain or loss on disposal of an item of property, plant and equipment is determined by
comparing the proceeds from disposal with the carrying amount of property, plant and
equipment, and is recognised net within other income/other operating expenses in profit or loss.
Subsequent costs
The cost of replacing a component of an item of property, plant and equipment is recognised in
the carrying amount of the item if it is probable that the future economic benefits embodied
within the component will flow to the Group, and its cost can be measured reliably. The
carrying amount of the replaced component is derecognised. The costs of the day-to-day
servicing of property, plant and equipment are recognised in profit or loss as incurred.
Depreciation
Depreciation is based on the cost of an asset less its residual value. Significant components of
individual assets are assessed and if a component has a useful life that is different from the
remainder of that asset, that component is depreciated separately.
Depreciation is recognised as an expense in profit or loss on a straight-line basis over the

estimated useful lives of each component of an item of property, plant and equipment, unless it
is included in the carrying amount of another asset. Leased assets are depreciated over the
shorter of the lease term and their useful lives unless it is reasonably certain that the Group will
obtain ownership by the end of the lease term. Assets under construction are not depreciated.
Depreciation is recognised when the property, plant and equipment are installed and are ready
for use, or in respect of internally constructed assets, from the date that the asset is completed
and ready for use.
The estimated useful lives for the current and comparative years are as follows:
• Plant and buildings 24 years

• Machinery and equipment 12 years
• Motor vehicles 5 years
• Office and other equipment 5 years
Depreciation methods, useful lives and residual values are reviewed at the end of each reporting
period and adjusted if appropriate.
3.4 Intangible assets

Goodwill
Goodwill that arises upon the acquisition of subsidiaries is included in intangible assets. For the
measurement of goodwill at initial recognition, see note 3.1.
D-12
2011, 2012, AND 2013
Subsequent measurement
Goodwill is measured at cost less accumulated impairment losses.
Research and development
Expenditure on research activities is recognised in profit or loss as incurred.
Development expenditure is capitalised only if the expenditure can be measured reliably, the
product or process is technically and commercially feasible, future economic benefits are
probable and the Group intends to and has sufficient resources to complete development and to
use or sell the asset. Otherwise, it is recognised in profit or loss as incurred. Subsequent to
initial recognition, development expenditure is measured at cost less accumulated amortisation
and any accumulated impairment losses.
Service concession arrangements
The Group recognises an intangible asset arising from a service concession arrangement when it
has a right to charge for use of the concession infrastructure. An intangible asset received as
consideration for providing construction services in a service concession arrangement is
measured at fair value upon initial recognition by reference to the fair value of the services
provided. Subsequent to initial recognition the intangible asset is measured at cost, which
includes capitalised borrowing costs, less accumulated amortisation and impairment losses.
Other intangible assets
Other intangible assets that are acquired by the Group and have finite useful lives are measured
at cost less accumulated amortisation and accumulated impairment losses.
Subsequent expenditure
Subsequent expenditure is capitalised only when it increases the future economic benefits
embodied in the specific asset to which it relates. All other expenditure is recognised in profit
or loss as incurred.
Amortisation
Amortisation is calculated based on the cost of the asset, less its residual value.
Amortisation is recognised in profit or loss on a straight-line basis over the estimated useful
lives of intangible assets, other than goodwill, from the date that they are available for use. The
estimated useful life of an intangible asset in a service concession arrangement is the period
from when the Group is able to charge the public for the use of the infrastructure to the end of
the concession period.
The estimated useful lives for the current and comparative years are as follows:
• Software 10 years
• Operating rights of automated parking system 13.33 years
Amortisation methods, useful lives and residual values are reviewed at the end of each reporting
period and adjusted if appropriate.
D-13
2011, 2012, AND 2013
3.5 Lease prepayments
Lease prepayments represent payments for land use rights to the People’s Republic of China
(“PRC”) authorities. Land use rights are initially measured at cost. Following initial recognition,
land use rights are measured at cost less accumulated amortisation and any accumulated
impairment losses. Land use rights are amortised on a straight line basis over the lease terms of
the agreement of 50 years.
3.6 Leases
Determining whether an arrangement contains a lease
At inception of an arrangement, the Group determines whether such an arrangement is or

contains a lease. This will be the case if the following two criteria are met:
• the fulfilment of the arrangement is dependent on the use of that specific asset or assets; and
• the arrangement contains a right to use the asset.
At inception or upon reassessment of the arrangement, the Group separates payments and other
consideration required by such an arrangement into those for the lease and those for other
elements on the basis of their relative fair values. If the Group concludes for a finance lease that
it is impracticable to separate the payments reliably, then an asset and a liability are recognised
at an amount equal to the fair value of the underlying asset. Subsequently, the liability is
reduced as payments are made and an imputed finance charge on the liability is recognised
using the Group’s incremental borrowing rate.
Leased assets
Leases in terms of which the Group assumes substantially all the risks and rewards of ownership
are classified as finance leases. Upon initial recognition, the leased asset is measured at an
amount equal to the lower of its fair value and the present value of the minimum lease
payments. Subsequent to initial recognition, the asset is accounted for in accordance with the
accounting policy applicable to that asset.
Other leases are operating leases and are not recognised in the Group’s statement of financial
position.
Lease payments
Payments made under operating leases are recognised in profit or loss on a straight-line basis
over the term of the lease. Lease incentives received are recognised as an integral part of the
total lease expense, over the term of the lease.
Minimum lease payments made under finance leases are apportioned between the finance
expense and the reduction of the outstanding liability. The finance expense is allocated to each
period during the lease term so as to produce a constant periodic rate of interest on the
remaining balance of the liability.
Contingent lease payments are accounted for by revising the minimum lease payments over the
remaining term of the lease when the lease adjustment is confirmed.
D-14
2011, 2012, AND 2013
3.7 Inventories
Inventories are measured at the lower of cost and net realisable value. The cost of inventories is
calculated using the weighted average cost formula, and includes expenditure incurred in
acquiring the inventories, production or conversion costs and other costs incurred in bringing
them to their existing location and condition. In the case of manufactured inventories and work-
in-progress, cost includes an appropriate share of production overheads based on normal
operating capacity.
Net realisable value is the estimated selling price in the ordinary course of business, less the
estimated costs of completion, selling expenses, and relevant taxes.
When inventories are sold, the carrying amount of those inventories is recognised as an expense
in the period in which the related revenue is recognised. The amount of any writedown of
inventories to net realisable value and all losses of inventories are recognised as an expense in
the period the write-down or loss occurs. The amount of any reversal of any writedown of
inventories is recognised as a reduction in the amount of inventories recognised as an expense in
the period in which the reversal occurs.
Any excess of the cost over the net realisable value of each class of inventories is recognised as
a provision for diminution in the value of inventories, and is recognised in profit or loss.
3.8 Financial instruments
Financial instruments can be classified into non-derivative financial instruments and derivative
financial instruments.
Non-derivative financial assets
The Group initially recognises loans and receivables and deposits on the date that they are
originated. All other financial assets (including assets designated at fair value through profit or
loss) are recognised initially on the trade date, which is the date that the Group becomes a party
to the contractual provisions of the instrument.
The Group derecognises a financial asset when the contractual rights to the cash flows from the
asset expire, or it transfers the rights to receive the contractual cash flows on the financial asset
in a transaction in which substantially all the risks and rewards of ownership of the financial
asset are transferred, or it neither transfers nor retains substantially all of the risks and rewards
of ownership and does not retain control over the transferred assets. Any interest in such
derecognised financial assets that is created or retained by the Group is recognised as a separate
asset or liability.
Financial assets and liabilities are offset and the net amount presented in the statement of
financial position when, and only when, the Group has a legal right to offset the amounts and
intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.
The Group classifies non-derivative financial assets into the following categories: loans and
receivables.
D-15
2011, 2012, AND 2013
Loans and receivables
Loans and receivables are financial assets with fixed or determinable payments that are not
quoted in an active market. Such assets are recognised initially at fair value plus any directly
attributable transaction costs. Subsequent to initial recognition, loans and receivables are
measured at amortised cost using the effective interest method, less any impairment losses.
Loans and receivables comprise cash and cash equivalents, and trade and other receivables
(excluding prepayments).
Cash and cash equivalents comprise cash at bank and on hand, demand deposits with banks and
other financial institutions, and short-term, highly liquid investments, that are readily
convertible into known amounts of cash and are subject to an insignificant risk of change in
value.
Non-derivative financial liabilities
Financial liabilities (including liabilities designated at fair value through profit or loss) are
recognised initially on the trade date, which is the date that the Group becomes a party to the
contractual provisions of the instrument. Financial liabilities for contingent consideration
payable in a business combination are recognised at the acquisition date.
The Group derecognises a financial liability (or part of it) when its contractual obligations (or
part of it) are discharged, cancelled or expire.
Financial liabilities for contingent consideration payable in a business combination are initially
measured at fair value. Subsequent changes in the fair value of the contingent consideration are
recognised in profit or loss.
Financial assets and liabilities are offset and the net amount presented in the statement of
financial position when, and only when, the Group has a legal right to offset the amounts and
intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.
The Group classifies non-derivative financial liabilities into the other financial liabilities
category. Such financial liabilities are recognised initially at fair value plus any directly
attributable transaction costs. Subsequent to initial recognition, these financial liabilities are
measured at amortised cost using the effective interest method.
Other financial liabilities comprise loans and borrowings, and trade and other payables.
Derivative financial instruments
Derivatives are recognised initially at fair value; any attributable transaction costs are
recognised in profit or loss as incurred. When a derivative financial instrument is not
designated in a hedge relationship that qualifies for hedge accounting, all subsequent changes in
its fair value are recognised immediately in profit or loss.
D-16
2011, 2012, AND 2013
3.9 Impairment
Non-derivative financial assets
A financial asset not carried at fair value through profit or loss is assessed at the end of each
reporting period to determine whether there is objective evidence that it is impaired. A financial
asset is impaired if objective evidence indicates that a loss event has occurred after the initial
recognition of the asset, and that the loss event has a negative effect on the estimated future cash
flows of that asset that can be estimated reliably.
Objective evidence that financial assets are impaired can include default or delinquency by a
debtor, restructuring of an amount due to the Group on terms that the Group would not consider
otherwise, indications that a debtor or issuer will enter bankruptcy, adverse changes in the
payment status of borrowers or issuers, economic conditions that correlate with defaults, or the
disappearance of an active market for a security, or observable data indicating that there is a
measurable decrease in expected cash flow from a group of financial assets.
Loans and receivables
The Group considers evidence of impairment for loans and receivables at both a specific asset
and collective level. All individually significant loans and receivables are assessed for specific
impairment. All individually significant receivables found not to be specifically impaired are
then collectively assessed for any impairment that has been incurred but not yet identified.
Loans and receivables that are not individually significant are collectively assessed for
impairment by grouping together loans and receivables with similar risk characteristics.
In assessing collective impairment, the Group uses historical trends of the probability of default,
timing of recoveries and the amount of loss incurred, adjusted for management’s judgement as
to whether current economic and credit conditions are such that the actual losses are likely to be
greater or less than suggested by historical trends.
An impairment loss in respect of a financial asset measured at amortised cost is calculated as the
difference between its carrying amount and the present value of the estimated future cash flows,
discounted at the asset’s original effective interest rate. Losses are recognised in profit or loss
and reflected in an allowance account against loans and receivables. When the Group considers
that there are no realistic prospects of recovery of the assets, the relevant amounts are written
off. Interest on the impaired asset continues to be recognised. When a subsequent event (e.g.
repayment by a debtor) causes the amount of impairment loss to decrease, the decrease in
impairment loss is reversed through profit or loss. A reversal of an impairment loss will not
result in the receivable’s carrying amount exceeding what the amortised cost would have been
had no impairment loss been recognised in prior years.
Non-financial assets
The carrying amounts of the Group’s non-financial assets, other than inventories and deferred
tax assets, are reviewed at each reporting date to determine whether there is any indication of
impairment. If any such indication exists, then the asset’s recoverable amount is estimated. For
goodwill, the recoverable amount is estimated each year at the same time. An impairment loss
is recognised if the carrying amount of an asset or its related cash-generating unit (CGU)
exceeds its estimated recoverable amount.
D-17
2011, 2012, AND 2013
The recoverable amount of an asset or CGU is the greater of its value in use and its fair value
less costs to sell. In assessing value in use, the estimated future cash flows are discounted to
their present value using a pre-tax discount rate that reflects current market assessments of the
time value of money and the risks specific to the asset or CGU. For the purpose of impairment
testing, assets that cannot be tested individually are grouped together into the smallest group of
assets that generates cash inflows from continuing use that are largely independent of the cash
inflows of other assets or CGUs. Subject to an operating segment ceiling test, for the purposes
of goodwill impairment testing, CGUs to which goodwill has been allocated are aggregated so
that the level at which impairment testing is performed reflects the lowest level at which
goodwill is monitored for internal reporting purposes. Goodwill acquired in a business
combination is allocated to groups of CGUs that are expected to benefit from the synergies of
the combination.
The Group’s corporate assets do not generate separate cash inflows and are utilised by more
than one CGU. Corporate assets are allocated to CGUs on a reasonable and consistent basis and
tested for impairment as part of the testing of the CGU to which the corporate asset is allocated.
Impairment losses are recognised in profit or loss. Impairment losses recognised in respect of
CGUs are allocated first to reduce the carrying amount of any goodwill allocated to the CGU
(group of CGUs), and then to reduce the carrying amounts of the other assets in the CGU (group
of CGUs) on a pro rata basis.
An impairment loss in respect of goodwill is not reversed. In respect of other assets,

impairment losses recognised in prior periods are assessed at each reporting date for any
indications that the loss has decreased or no longer exists. An impairment loss is reversed if
there has been a change in the estimates used to determine the recoverable amount. An
impairment loss is reversed only to the extent that the asset’s 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.
3.10 Employee benefits
Short-term employee benefits and contributions to defined contribution retirement plans
Salaries, annual bonuses, paid annual leave, contributions to defined contribution retirement
plans and the cost of non-monetary benefits are accrued in the year in which the associated
services are rendered by employees. Where payment or settlement is deferred and the effect
would be material, these amounts are stated at their present values.
Pursuant to relevant laws and regulations of the PRC, the Group has joined a defined
contribution basis retirement scheme for their employees arranged by the local Labour and
Social Security Bureau. The Group makes contributions to the retirement scheme at the
applicable rates based on the amounts stipulated by the government organisation. The
contributions are accrued in the year in which the associated services are rendered by
employees. When employees retire, the local Labour and Social Security Bureau are
responsible for the payment of the basic retirement benefits to the retired employees. The
Group has no further obligations beyond the annual contributions.
D-18
2011, 2012, AND 2013
Besides the retirement benefits, pursuant to the relevant laws and regulations of the PRC, the
Group is obligated to make contributions to social security plans for employees, including
housing fund, basic medical insurance, unemployment insurance, injury insurance and maternity
insurance, at the applicable rates based on the employees’ salaries. The contributions are
accrued in the year in which the associated services are rendered by employees. The Group has
no further obligations beyond the annual contributions.
3.11 Provisions
A provision is recognised if, as a result of a past event, the Group has a present legal or
constructive obligation that can be estimated reliably, and it is probable that an outflow of
economic benefits will be required to settle the obligation. Provisions are determined by
discounting the expected future cash flows at a pre-tax rate that reflects current market
assessments of the time value of money and the risks specific to the liability. The unwinding of
the discount is recognised as finance cost.
Warranties
A provision for warranties is recognised when the underlying products or services are sold or
rendered. The provision is based on historical warranty data and a weighting of all possible
outcomes against their associated probabilities.
Onerous contracts
A provision for onerous contracts is recognised when the expected benefits to be derived by the
Group from a contract are lower than the unavoidable cost of meeting its obligations under the
contract. The provision is measured at the present value of the lower of the expected cost of
terminating the contract and the expected net cost of continuing with the contract. Before a
provision is established, the Group recognises any impairment loss on the assets associated with
that contract.
3.12 Revenue recognition
Revenue is recognised when the economic benefits associated with the transaction will flow to
the Group, the related revenue can be reliably measured, and the specific revenue recognition
criteria have been met for each type of the Group’s activities as described below:
Sale of goods
Revenue from the sale of goods in the course of ordinary activities is measured at the fair value
of the consideration received or receivable, net of returns, trade discounts and volume rebates,
and excludes value-added tax or any other sales tax. Revenue is recognised when significant
risks and rewards of ownership have been transferred to the customer, recovery of the
consideration is probable, the associated costs and possible return of goods can be estimated
reliably, there is no continuing management involvement with the goods, and the amount of
revenue can be measured reliably. If it is probable that discounts will be granted and the
amount can be measured reliably, then the discount is recognised as a reduction of revenue as
the sales are recognised.
For sales of airport equipment and material handling systems, transfer occurs when the product
is received at the customer’s warehouse or mutually agreed location and accepted by customers.
D-19
2011, 2012, AND 2013
Rendering of services
Revenue from rendering of maintenance and installation services is recognised in profit or loss
upon the delivery of the above services.
Container leasing income
Rental income receivable under operating leases is recognised in profit or loss in equal
instalments over the periods covered by the lease term.
Service concession arrangement
Revenue relating to construction services under a service concession arrangement is recognised

based on the stage of completion of the work performed, consistent with the Group’s accounting
policy on recognising revenue on construction contracts. Operation or service revenue is
recognised in the period in which services are provided by the Group. When the Group
provides more than one service in a service concession arrangement, the consideration received
is allocated by reference to the relative fair values of the services delivered when the amounts
are separately identifiable.
Revenue from construction services
When the outcome of a construction contract can be estimated reliably, contract revenue and
expenses are recognised in profit or loss in proportion to the stage of completion of the contract.
The stage of completion is assessed by reference to the percentage of contract costs incurred to
date to estimated total costs for the contract. When the outcome of a construction contract
cannot be estimated reliably, contract revenue is recognised only to the extent of contract costs
incurred that are likely to be recoverable. An expected loss on a contract is recognised
immediately in profit or loss.
Revenue from automated parking system project operation
Revenue from automated parking system project operation services are recognised when the
services are rendered. Revenue excludes value added tax or other sale taxes.
3.13 Government grants
Government grants are transfers of monetary assets or non-monetary assets from the
government to the Group at no consideration, including taxes refund and financial allowances.
A government grant is recognised initially as deferred income when there is reasonable

assurance that the grant will be received and the Group will comply with the conditions
associated with the grant. If a government grant is in the form of a transfer of a monetary asset,
it is measured at the amount that is received or receivable. If a government grant is in the form
of a transfer of a non-monetary asset, it is measured at its fair value.
The grant is then recognised in profit or loss as other income on a systematic basis over the
useful life of the asset. A grant that compensates the Group for expenses incurred is recognised
in profit or loss as other income on a systematic basis in the same periods in which the expenses
are recognised.
D-20
2011, 2012, AND 2013
3.14 Finance income and finance expenses
Finance income comprises interest income and is recognised on a time proportion basis with
reference to the principal outstanding and the applicable effective interest rate.
Finance expenses comprise interest expense on borrowings that is recognised in the profit or
loss. All borrowing costs are recognised in profit or loss using the effective interest method,
except to the extent that they are capitalised as being directly attributable to the acquisition,
construction or production of an asset which necessarily takes a substantial period of time to be
prepared for its intended use or sale.
Foreign currency gains and losses on financial assets and financial liabilities are reported on a
net basis in profit or loss depending on whether foreign currency movements are in a net gain or
net loss position.
3.15 Dividends to shareholder
Dividends to the Company’s shareholder are recognised when the obligation to dividend
payment is established.
3.16 Income tax
Income tax expense comprises current and deferred tax. Current tax and deferred tax is
recognised in profit or loss except to the extent that it relates to a business combination, or items
recognised directly in equity or in other comprehensive income.
Current tax is the expected tax payable or receivable on the taxable income or loss for the year
or period, using tax rates enacted or substantively enacted at the reporting date, and any
adjustment to tax payable in respect of previous years.
Deferred tax is recognised in respect of temporary differences between the carrying amounts of
assets and liabilities for financial reporting purposes and the amounts used for taxation
purposes. Deferred tax is not recognised for:
• temporary differences on the initial recognition of assets or liabilities in a transaction that is

not a business combination and that affects neither accounting nor taxable profit or loss;
• temporary differences related to investments in subsidiaries to the extent that the Group is
able to control the timing of the reversal of the temporary difference and it is probable that
they will not reverse in the foreseeable future; and
• taxable temporary differences arising on the initial recognition of goodwill.
The measurement of deferred taxes reflects the tax consequences that would follow the manner
in which the Group expects, at the end of the reporting period, to recover or settle the carrying
amount of its assets and liabilities. Deferred tax is measured at the tax rates that are expected to
be applied to temporary differences when they reverse, based on the laws that have been enacted
or substantively enacted by the reporting date.
D-21
2011, 2012, AND 2013
Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset
current tax liabilities and assets, and they relate to taxes levied by the same tax authority on the
same taxable entity, or on different tax entities, but they intend to settle current tax liabilities
and assets on a net basis or their tax assets and liabilities will be realised simultaneously.
A deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary
differences, to the extent that it is probable that future taxable profits will be available against
which they can be utilised. Deferred tax assets are reviewed at each reporting date and are
reduced to the extent that it is no longer probable that the related tax benefit will be realised.
In determining the amount of current and deferred tax, the Group takes into account the impact
of uncertain tax positions and whether additional taxes and interest may be due. The Group
believes that its accruals for tax liabilities are adequate for all open tax years based on its
assessment of many factors, including interpretations of tax law and prior experience. This
assessment relies on estimates and assumptions and may involve a series of judgements about
future events. New information may become available that causes the Group to change its
judgement regarding the adequacy of existing tax liabilities; such changes to tax liabilities will
impact tax expense in the period that such a determination is made.
3.17 New standards and interpretations not adopted
A number of new standards, amendments to standards and interpretations have been issued and
are effective for annual periods beginning after 1 January 2013, and have not been applied in
preparing these consolidated financial statements. None of these are expected to have a
significant effect on the consolidated financial statements of the Group.
D-22
2011, 2012, AND 2013
4 PROPERTY, PLANT AND EQUIPMENT

Machinery Office
Plant and and Motor and other Assets under
buildings equipment vehicles equipment construction Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Cost
At 1 January 2011 16,139 16,242 2,373 15,260 339 50,353
Additions – 613 877 1,011 23,800 26,301
Disposals – (734) (250) (29) – (1,013)
At 31 December 2011 16,139 16,121 3,000 16,242 24,139 75,641
Acquisitions through
business combinations – 547 237 276 – 1,060
Additions – 1,554 879 1,319 17,358 21,110
Disposals – – (82) (95) – (177)
At 31 December 2012 16,139 18,222 4,034 17,742 41,497 97,634
Additions – 562 568 1,067 57,120 59,317
Disposals – (146) (324) (498) – (968)
At 31 December 2013 16,139 18,638 4,278 18,311 98,617 155,983
Accumulated
depreciation and
impairment losses
At 1 January 2011 9,322 9,158 1,205 10,036 – 29,721
Depreciation for the year 458 728 259 638 – 2,083
Impairment loss written
off on disposal – (20) – – – (20)
Disposals – (642) (226) (7) – (875)
At 31 December 2011 9,780 9,224 1,238 10,667 – 30,909
Impairment loss – – – 154 – 154
Disposals – – (73) (62) – (135)
At 31 December 2012 10,238 10,093 1,639 11,504 – 33,474
Impairment loss written
off on disposal – (45) – (153) – (198)
Disposals – (102) (308) (302) – (712)
At 31 December 2013 10,696 10,893 1,978 11,863 – 35,430
Carrying amounts
At 1 January 2011 6,817 7,084 1,168 5,224 339 20,632
At 31 December 2011 6,359 6,897 1,762 5,575 24,139 44,732
At 31 December 2012 5,901 8,129 2,395 6,238 41,497 64,160
At 31 December 2013 5,443 7,745 2,300 6,448 98,617 120,553
During the year, the amount of depreciation expense included as part of the carrying amount of
inventories was 2011: RMB 240,000; 2012: RMB 136,000; and 2013: RMB 155,000.
D-23
2011, 2012, AND 2013
Leased assets
The carrying amount of property, plant and equipment of the Group includes amounts totalling
2011: RMB 836,000; 2012: RMB 836,000; and 2013: RMB 836,000 in respect of office and
other equipment leased out under operating leases.
Assets under construction
Assets under construction comprise the following:
31 December
2011 2012 2013
RMB’000 RMB’000 RMB’000
Construction of the new factory 24,139 41,497 98,617
The amount of borrowing costs capitalised as part of the costs in relation to the construction of
the new factory was 2011: nil; 2012: RMB 66,000; and 2013: RMB 2,467,000, with a
capitalisation rate of 2012: 5.81%; and 2013: 5.46% respectively.
Source of estimation uncertainty
The costs of property, plant and equipment are depreciated on a straight-line basis over their
useful lives. The Group reviews annually the estimated useful lives of property, plant and
equipment based on factors that include historical experience of similar items and the estimated
technical changes. It is possible that the future results of the Group’s operations could be
materially affected by changes in these estimates brought about by changes in these factors. If
there have been significant changes in the factors used to determine the estimated useful lives,
the change is applied prospectively. A reduction in the estimated useful lives of property, plant
and equipment would increase depreciation expense and decrease non-current assets.
D-24
2011, 2012, AND 2013
5 INTANGIBLE ASSETS
Operating
rights for
automated
parking
Goodwill Software system Total
RMB’000 RMB’000 RMB’000 RMB’000
Cost
At 1 January 2011 – 2,062 – 2,062
Additions – 223 – 223
At 31 December 2011 – 2,285 – 2,285
Acquisitions through business
combinations 1,865 – – 1,865
Additions – 606 – 606
At 31 December 2012 1,865 2,891 – 4,756
Additions – 262 7,519 7,781
At 31 December 2013 1,865 3,153 7,519 12,537
Accumulated amortisation
At 1 January 2011 – 223 – 223
Amortisation for the year – 171 – 171
At 31 December 2011 – 394 – 394
At 31 December 2012 – 867 – 867
At 31 December 2013 – 1,171 – 1,171
Carrying amounts
At 1 January 2011 – 1,839 – 1,839
At 31 December 2011 – 1,891 – 1,891
At 31 December 2012 1,865 2,024 – 3,889
At 31 December 2013 1,865 1,982 7,519 11,366
Amortisation
The amortisation of software is included in other operating expenses.
Impairment testing for cash-generating units containing goodwill
For the purpose of impairment testing, goodwill acquired through business combination is
allocated to the Group’s operating division as follows:
31 December
2011 2012 2013
RMB’000 RMB’000 RMB’000
Ground Support Equipment (“GSE”) – 1,865 1,865
D-25
2011, 2012, AND 2013
The recoverable amount of the GSE CGU was based on its value in use and was determined by
discounting the pre-tax future cash flows to be generated from the continuing use of the CGU.
The recoverable amount of the CGU was determined to be higher than its carrying amount and
no impairment loss was recognised.
Key assumptions used in discounted cash flow projection calculations
Key assumptions used in the calculation of recoverable amounts are discount rates, terminal
value growth rates and budgeted revenue growth. These assumptions are as follows:
31 December 31 December
2012 2013
% %
GSE CGU
Discount rate 13 13
Terminal value growth rate 3 3
Budgeted revenue growth 14 14
• Discount rate
The discount rate is a pre-tax measure based on the risk-free rate for 1-year bank fixed
deposits, adjusted for a risk premium to reflect both the increased risk of investing in equities
and the systemic risk of the GSE division.
• Terminal value growth rate
The discounted cash flow model for the GSE division uses four years of cash flow forecasts
for 31 December 2012, and three years of cash flow forecasts for 31 December 2013. A
long-term growth rate of 3% into perpetuity based on the terminal year’s cash flows has been
considered.
• Budgeted revenue growth
The anticipated annual revenue growth included in the cash flow projections for each of the
respective years are projected based on past experience, actual operating results and the
future budgeted orders approved by management.
Source of estimation uncertainty
Management uses judgements to determine the potential future cash flows to be derived from
separable intangible assets acquired as part of business combinations. Any significant changes
in the business environment and estimates can affect the carrying values of goodwill.
The costs of software are amortised on a straight-line basis over their useful lives. The Group
reviews annually the estimated useful lives of software based on factors that include historical
experience of similar items and the estimated technical changes. It is possible that the future
results of the Group’s operations could be materially affected by changes in these estimates
brought about by changes in these factors. If there have been significant changes in the factors
used to determine the estimated useful lives, the change is applied prospectively. A reduction in
the estimated useful lives of software would increase amortisation expense and decrease non-
current assets.
D-26
2011, 2012, AND 2013
6 LAND USE RIGHTS

Land use
rights
RMB’000
Cost
At 1 January 2011/31 December 2011/31 December 2012 62,785
Additions 1,984
At 31 December 2013 64,769
At 1 January 2011 1,267
Amortisation for the year 1,301
At 31 December 2011 2,568
Carrying amounts
At 1 January 2011 61,518
At 31 December 2011 60,217
At 31 December 2012 58,916
At 31 December 2013 59,559
In accordance with the relevant PRC laws, the land use rights agreement relating to the land on
which the property, plant and equipment of the Group resides is held on a leasehold basis.
Amortisation
The amortisation of lease prepayment is included in other operating expenses.
D-27
2011, 2012, AND 2013
7 DEFERRED TAX ASSETS

Deferred tax assets and liabilities of the Group (prior to offsetting of balances) during the years
are as follow:
Recognised Acquired
in profit in business
At or loss combinations At
1 January (Note 24) (Note 30) 31 December
RMB’000 RMB’000 RMB’000 RMB’000
Deferred tax assets/(liabilities)
31 December 2011
Impairment of property, plant and
equipment 708 (3) – 705
Provision for diminution in
inventory value – 53 – 53
Provisions 4,535 (131) – 4,404
Allowance for doubtful receivables 1,369 1,114 – 2,483
Accrued expenses – 105 – 105
Derivatives (1,328) 961 – (367)
Employee benefits payable 1,350 (342) – 1,008
6,634 1,757 – 8,391
31 December 2012
equipment 705 23 – 728
inventory value 53 435 – 488
Provisions 4,404 (1,334) – 3,070
Allowance for doubtful receivables 2,483 1,718 – 4,201
Accrued expenses 105 (105) – –
Derivatives (367) 390 – 23
Unutilised tax losses – (320) 892 572
Employee benefits payable 1,008 (307) – 701
8,391 500 892 9,783
31 December 2013
equipment 728 (7) – 721
inventory value 488 (164) – 324
Provisions 3,070 2,016 – 5,086
Allowance for doubtful receivables 4,201 194 – 4,395
Derivatives 23 (479) – (456)
Unutilised tax losses 572 270 – 842
Employee benefits payable 701 1,046 – 1,747
9,783 2,876 – 12,659
D-28
2011, 2012, AND 2013
Deferred tax liabilities and assets are offset when there is a legally enforceable right to set off
current tax assets against current tax liabilities and when the deferred taxes relate to the same
taxation authority. The following amounts, determined after appropriate offsetting, are included
in the statements of financial position as follows:
31 December
2011 2012 2013
RMB’000 RMB’000 RMB’000
Deferred tax assets 8,391 9,783 12,659
Deferred tax assets have been recognised in respect of provisions to the extent that these
balances will reverse in the foreseeable future and to the extent that their realisation through
future taxable profits is probable.
8 LONG-TERM PREPAID EXPENSES
RMB’000
Cost
At 1 January 2011/31 December 2011 –
Additions 232
Acquisitions through business combinations 9
At 31 December 2012 241
Additions 66
At 1 January 2011/31 December 2011 –
Amortisation for the year 19
Amortisation for the year 152
Carrying amounts
At 1 January 2011 –
At 31 December 2011 –
Amortisation
The amortisation of long-term prepaid expenses is included in other operating expenses.
D-29
2011, 2012, AND 2013
9 INVENTORIES
31 December
2011 2012 2013
RMB’000 RMB’000 RMB’000
Raw materials, at cost 36,017 43,157 30,174

Work-in-progress 118,985 225,120 184,865
Finished goods – 4,202 1,010
Spare parts 314 382 143
155,316 272,861 216,192
Provision for diminution in inventory value (356) (3,255) (2,159)
154,960 269,606 214,033
Inventories recognised in materials cost in profit or loss amounted to 2011: RMB 309,282,000;
2012: RMB 451,475,000; and 2013: RMB 488,372,000.
The write-down of inventories to net realisable value amounted to 2011: RMB 356,000; 2012:
RMB 2,899,000; and 2013: RMB 1,436,000.
The movement in provision for diminution in inventory value are as follow:
RMB’000
At 1 January 2011 –
Provision made 356
Provision made 2,899
Provision made 1,436
Utilised (2,532)
Provision for diminution in inventory value

A review is made periodically on inventory for declines in net realisable value below cost and
an allowance is recorded against the inventory balance for any such declines. This review
requires management to consider the use of inventories held on hand and other available
information, including the inventories’ market prices and the Group’s historical operating costs.
The realisable value represents the best estimate of the recoverable amount and is based on the
most reliable evidence available at the reporting date and inherently involves estimates
regarding the future expected realisable value based on the changes in market conditions and
product saleability, manufacturing technology and actual use of inventories. In general, such an
evaluation process requires significant judgement and materially affects the carrying amount of
inventories at the reporting date. Possible changes in these estimates could result in revisions to
the valuation of inventory.
D-30
2011, 2012, AND 2013
10 TRADE AND OTHER RECEIVABLES

31 December
2011 2012 2013
RMB’000 RMB’000 RMB’000
Trade receivables, gross 246,548 404,997 506,219

Less: Allowance for doubtful receivables (16,549) (27,822) (29,115)
229,999 377,175 477,104
Bill receivables – – 4,410
Deposits 12,283 8,765 6,703
Advances to employees 2,358 3,899 2,787
Other receivables 14,472 4,019 14,681
Amounts due from
- Related companies, trade 2,275 339 10
- Joint venture of ultimate holding company, trade – 4,192 –
- Ultimate holding company, non-trade 4,137 – 43,544
- Immediate holding company, non-trade 9,945 10,359 5,754
- Related companies, non-trade – – 521
- Equity holder, non-trade – 5,670 –
- Non-controlling interests – – 14
Less: Allowance for doubtful other receivables (183) (183) (183)
275,286 414,235 555,345
Prepayments 14,018 12,266 18,922
Prepayments for fixed assets – – 1,162
289,304 426,501 575,429
Outstanding balances with the ultimate and immediate holding companies, related parties,
equity holder, and non-controlling interests are unsecured, interest-free, and repayable on
demand, except an amount of RMB 40,000,000 due from the ultimate holding company in 2013,
which bear interest rate of 5.25% per annum. There is no allowance for doubtful debts arising
from these outstanding balances.
Advances to employees are non-trade, interest-free, and repayable within 12 months from the
end of the reporting period.
Trade receivables of the Group include retentions of 2011: RMB 33,249,000; 2012:
RMB 53,646,000; and 2013: RMB 63,317,000 relating to amounts held back by customers until
the end of the projects' warranty periods.
At 31 December 2013, trade receivables of the Group with carrying amounts of

RMB 14,865,000 are pledged as security to secure bank loans (see Note 15).
Bill receivables held at the end of each of the reporting periods are due within one year.
D-31
2011, 2012, AND 2013
The ageing analysis of trade and other receivables (excluding prepayments) at the reporting date
is:
31 December
2011 2012 2013
RMB’000 RMB’000 RMB’000
Gross
Current 228,567 372,041 456,194
Past due less than 1 year 31,833 33,441 93,119
Past due 1 - 2 years 23,788 12,075 15,526
More than 2 years 7,830 24,683 19,804
292,018 442,240 584,643
Allowance
Current – – –
Past due less than 1 year 1,766 2,460 4,838
Past due 1 - 2 years 7,136 3,226 4,658
More than 2 years 7,830 22,319 19,802
16,732 28,005 29,298
Allowance for doubtful receivables
The Group evaluates whether there is any objective evidence that trade receivables are impaired,
and determine the amount of impairment loss as a result of the inability of the debtors to make
the required payments or disputes by customers. The Group bases the estimates on observable
data that comes to the attention of the Group about loss events such as a significant decline in
the estimated future cash flow of an individual debtor or the portfolio of debtors, and significant
changes in the financial condition that has an adverse effect on the debtor. If the financial
conditions of the debtors were to deteriorate, actual write-offs would be higher than that
estimated. If there is objective evidence of a recovery in the value of receivables which can be
related objectively to an event occurring after the impairment was recognised, the previously
recognised impairment loss is reversed.
The Group’s exposure to credit and currency risks, and impairment losses related to trade and
other receivables is disclosed in note 25.
11 OTHER FINANCIAL ASSETS

31 December
2011 2012 2013
RMB’000 RMB’000 RMB’000
Derivative financial assets 2,452 – 3,037
D-32
2011, 2012, AND 2013
12 CASH AND CASH EQUIVALENTS

31 December
2011 2012 2013
RMB’000 RMB’000 RMB’000
Cash on hand – 3 5
Cash at bank 20,633 9,291 8,715
Cash at CIMC Finance Company 16,008 25,247 29,559
Cash and cash equivalents in the statements of cash
flows 36,641 34,541 38,279
Cash at CIMC Finance Company refer to deposits placed with CIMC Finance Company Ltd.
(“CIMC Finance Company”), a financial institution established after the approval from the
People’s Bank of China. The CIMC Finance Company’s ultimate controlling party is CIMC
Group.
The effective interest rates per annum relating to cash and cash equivalents for the Group are as
follow:
31 December
2011 2012 2013
% % %
Effective interest rate 0.010 – 0.500 0.010 – 0.350 0.010 – 0.385
The Group’s exposure to interest rate risk and currency risks is disclosed in note 25.
13 PAID-IN CAPITAL
31 December
2011 2012 2013
RMB’000 RMB’000 RMB’000
Registered and fully paid capital
At 1 January/31 December 103,666 103,666 103,666
The Company is an equity venture established in Shenzhen City in the People’s Republic of
China. The registered capital is USD 13,500,000, equivalent to RMB 103,666,000. Pursuant to
the Articles of Association of the Company, the investors are entitled to receive dividends as
declared and are entitled to voting rights in accordance with their respective shareholdings.
Capital management
The Group’s objectives are to safeguard the Group’s ability to continue as a going concern and
to maintain an optimal capital structure so as to maximise investors’ value. Capital consists of
paid-in capital and reserves of the Group. In order to maintain or achieve an optimal capital
structure, the Group may adjust the amount of dividend payment, return capital to investors,
issue new shares, obtain new borrowings or sell assets to reduce borrowings.
D-33
2011, 2012, AND 2013
Management monitors capital based on a net gearing ratio. The Group’s and Company’s
strategy is to maintain an acceptable gearing ratio.
Net gearing ratio is calculated as net debt divided by investors’ equity. Net debt is calculated as
borrowings less cash and cash equivalents. The Group’s net debt to equity ratio was 2011: nil;
2012: 4.1%; and 2013: 12.1%.
There were no changes in the Group’s approach to capital management during each of the
respective years.
The Group is not subject to any material externally imposed capital requirements.
14 RESERVES
31 December
2011 2012 2013
RMB’000 RMB’000 RMB’000
Capital reserve (14,692) (14,692) (14,692)

Surplus reserve
- General reserve fund 6,252 6,252 6,252
- Enterprise expansion fund 3,126 3,126 3,126
Accumulated profits 197,162 270,295 281,214
191,848 264,981 275,900
i. Capital reserve
With effect from 1 January 2011, the directors reassessed and changed the functional
currency of the Company from United States dollars to Renminbi (see Note 2.3). The
change resulted in an adjustment to the Company's capital reserve that caused it to become
negative.
ii. Surplus reserve comprises:
General reserve fund

Pursuant to the Articles of Association of the Company, appropriations to the general
reserve fund were made at a certain percentage of profit after taxation determined in
accordance with the accounting rules and regulations of the PRC. The percentage for this
appropriation was decided by the board of directors of the Company. This general reserve
fund can be utilised in setting off accumulated losses or increasing capital of the Company
and is non-distributable other than upon liquidation.
Enterprise expansion fund

Pursuant to the Articles of Association of the Company, appropriations to enterprise
expansion fund were made at a certain percentage of profit after taxation determined in
accordance with accounting rules and regulations of the PRC. The percentage for this
appropriation was decided by the board of directors the Company. This enterprise
expansion fund can be utilised in expansion of the enterprise and is non-distributable other
than upon liquidation.
D-34
2011, 2012, AND 2013
15 FINANCIAL LIABILITIES
31 December
2011 2012 2013
RMB’000 RMB’000 RMB’000
Unsecured term loan – 30,000 –
Current liabilities
Derivative financial liabilities – 148 –
Unsecured term loan – 20,000 22,000
Secured term loan – – 63,353
– 20,148 85,353
– 50,148 85,353
Financial derivatives liabilities refer to the marked-to-market losses arising from the Group’s
outstanding foreign exchange forward contracts as at reporting date which are entered for the
purpose of addressing the Group's short-term foreign exchange risk.
At 31 December 2013, the secured term loan of the Group amounting to USD 10,391,000
(RMB 63,353,000) is secured over trade receivables with carrying amounts of RMB 14,865,000
(see Note 10).
At 31 December 2012 and 2013, unsecured term loans of RMB 50,000,000 and RMB
22,000,000 are provided by the CIMC Finance Company and CIMC Group respectively (see
note 28).
Terms and debt repayment schedule
Terms and conditions of outstanding loans and borrowings are as follows:
<- 31 December 2012 ->

Nominal Year of Face Carrying
interest rate maturity value amount
RMB’000 RMB’000
People’s Bank of China 6

RMB floating rate months lending benchmark
short-term loans floating rate *(1 - 4.107%) 2013 20,000 20,000
RMB floating rate People’s Bank of China 3 years
long-term loans lending benchmark rate 2015 30,000 30,000
50,000 50,000
D-35
2011, 2012, AND 2013
<- 31 December 2013 ->

Nominal Year of Face Carrying
interest rate maturity value amount
RMB’000 RMB’000
People’s Bank of China 1 year

RMB floating rate lending benchmark floating
short-term loans rate *(1 – 9.6375%) 2014 22,000 22,000
RMB floating rate
short-term loans Libor + 3% 2014 63,353 63,353
85,353 85,353
16 DEFERRED INCOME
31 December
2011 2012 2013
RMB’000 RMB’000 RMB’000
Deferred income 15,000 30,600 30,593
In 2011, in order to construct the new factory for the Company, the Company obtained a special
fund of RMB 34,220,000 from the Shenzhen Development and Reform Commission to be used
only in relation to the construction of the new factory. RMB 15,000,000 was received during
the year from this special fund.
In 2012, the Group further received RMB 15,000,000 from the special fund, totalling RMB
30,000,000 as at 31 December 2012.
Additionally, in 2012, the Group also obtained and received a government grant amounting to
RMB 600,000 from Shenzhen Finance Committee (government related) to be used for the
acquisition of certain equipment.
D-36
2011, 2012, AND 2013
17 TRADE AND OTHER PAYABLES

31 December
2011 2012 2013
RMB’000 RMB’000 RMB’000
Trade payables 69,048 164,608 172,327

Accruals and other payables 138,699 167,103 230,998
Amounts due to
- Related companies, trade 955 3,867 6,280
- Non-controlling interest of subsidiary – 8,173 6,316
- Ultimate holding company, non-trade – 520 488
- Immediate holding company, non-trade 1,875 1,870 –
Dividends payable 28,582 28,552 70,178
239,159 374,693 486,587
Outstanding balances with related parties are unsecured, interest-free and repayable on demand.
The Group’s exposure to currency and liquidity risks related to trade and other payables is
disclosed in note 25.
18 PROVISIONS
Guarantees Warranties
for third for product
parties quality Total
RMB’000 RMB’000 RMB’000
At 1 January 2011 9,776 30,231 40,007

Allowance made – 15,716 15,716
Provision utilised – (16,155) (16,155)
Provision reversed – (432) (432)
At 31 December 2011 9,776 29,360 39,136
Provision reversed (5,557) (10,789) (16,346)
At 31 December 2012 4,219 20,467 24,686
Provision reversed – (3,293) (3,293)
At 31 December 2013 4,219 33,869 38,088
D-37
2011, 2012, AND 2013
Guarantees for third parties
On 14 November 1997, American Houston Airport and the American Home Assurance
Company (“AHA”) entered into a contract with the Group to purchase thirteen aerobridges for
Houston Airport (“Airport”). AHA served as the guarantor of the contract.
On 2 November 1998, the Airport issued a contract termination notice to the Group.
On 26 May 1999, the Airport sent an unsigned facsimile of “Compromise settlement

agreement” to the Group, requesting AHA to compensate the Airport for USD 1,484,000
incurred to purchase the aerobridges from other suppliers as the Group was unable to deliver the
aerobridges on time to meet its demand. The amount of USD 1,484,000 was recorded as a
provision and recognised in the profit or loss. Consequently, a banker’s guarantee of USD
2,000,000 was provided to AHA. The guarantee is valid for 6 months and is renewed
automatically upon maturity.
In 2012, the Group reduced the banker’s guarantee to USD 600,000, and reversed the excess
amount of USD 884,000 (equivalent to RMB 5,557,000) to profit or loss. Management has
determined the provision made at each of the reporting date to be adequate.
As at 31 December 2013, the guarantee has not yet been called by the Airport.
Recent claim experience may not be indicative of final outcomes, and a considerable level of
management's judgement is required to estimate the provision. When the final outcomes of such
claims are known, any increase or decrease in the provision will affect profit or loss in future
years.
Warranties for product quality
The warranty provided by the Group generally ranges from one to two years, and is provided for
sales of its aerobridges, cargo handling system, auto-parking system products and airport shuttle
buses. The Group provides repair and maintenance services free of charge in accordance with
sales contracts during the warranty period in the event of any non-accidental breakdown or
quality problems. The provision is based on management’s expectation and estimates of claims
arising, using past experience and complexity of work performed as a guide. When the final
outcomes of such warranty claims are known, adjustments are made to the provision amount
when the provisions are inadequate or excessive. The balance of warranties for product quality
represents the Group's estimated obligation for such warranty in respect of products sold before
each reporting date.
D-38
2011, 2012, AND 2013
19 REVENUE
2011 2012 2013
RMB’000 RMB’000 RMB’000
Sales of airport equipment 506,052 625,745 701,763

Sales of material handling systems 16,437 37,690 83,563
Sales of automated parking systems 21,024 61,923 43,436
Services rendered 24,699 34,127 35,260
Business tax and surcharges (2,848) (5,171) (6,128)
565,364 754,314 857,894
20 OTHER INCOME
2011 2012 2013
RMB’000 RMB’000 RMB’000
Interest income 273 763 1,741

Rental income 685 145 1,350
Gain on disposal of property, plant and equipment 40 8 51
Government grants 3,641 8,093 5,516
Write-back of provision for guarantees for third
parties – 5,557 –
Gain from change in fair value of financial
derivatives – – 3,185
Sales of scrap materials 2,133 2,092 1,815
Others – 541 28
6,772 17,199 13,686
21 STAFF COSTS
2011 2012 2013
RMB’000 RMB’000 RMB’000
Wages and salaries 48,307 70,209 90,553

Contributions to defined contribution plans 515 3,059 6,053
Other benefits 13,293 16,182 23,278
62,115 89,450 119,884
D-39
2011, 2012, AND 2013
22 OTHER OPERATING EXPENSES

The following items have been included in arriving at other operating expenses:

2011 2012 2013
RMB’000 RMB’000 RMB’000
Amortisation 1,472 1,793 1,797

Impairment loss on property, plant and equipment – 154 –
Allowance for provision in diminution in
inventories 356 2,899 1,436
Allowance for impairment loss on receivables 7,605 11,273 1,293
Audit fees paid to:
- auditors of the Company 153 194 352
- other auditors – – –
Operating lease expense 5,504 10,266 12,002
Research and development expense 7,789 11,010 10,177
Legal and professional fees 270 157 1,010
Loss from disposal of property, plant and
equipment 72 3 11
Loss from change in fair value of financial
derivatives 6,246 2,600 –
23 FINANCE COSTS
2011 2012 2013
RMB’000 RMB’000 RMB’000
Borrowings from CIMC Group 16 98 2,148

Borrowings from CIMC Finance Company – 994 3,533
Borrowings from bank – – 30
Bank settlement charges 799 1,311 846
Others 310 184 305
Less: Interest expense capitalised – (66) (2,467)
1,125 2,521 4,395
D-40
2011, 2012, AND 2013
24 INCOME TAX EXPENSE

Effective from 1 January 2008, under the PRC Corporate Income Tax Law, the PRC’s statutory
income tax rate is 25%. Further, qualified “new and high technology enterprises” (“HNTE”)
are entitled to a preferential income tax rate of 15% and qualified research and development
(“R&D”) expenses are subject to additional 50% income tax deduction.
In 2009, the Company was granted the HNTE for a period of three years ended 31 December
2009, 2010, and 2011. The validity period was subsequently extended to include the years
ended 31 December 2012 and 2013.
In 2012, Xinfa was granted the HNTE for a period of two years ended 31 December 2012 and
2013.
Income tax expense for the year represents:

2011 2012 2013
RMB’000 RMB’000 RMB’000
Current tax expense
- Current year 10,502 11,411 13,644
- Under provision in prior years – 329 –
10,502 11,740 13,644
Deferred tax expense

- Movement in temporary differences (1,757) (500) (2,876)
8,745 11,240 10,768
Reconciliation between income tax expense and accounting profit is as follows:

2011 2012 2013
RMB’000 RMB’000 RMB’000
Profit before taxation 53,897 84,607 83,480
Tax using the PRC tax rate of

2011; 2012; 2013: 25% 13,474 21,152 20,870
Effect of tax concessions (5,390) (8,461) (8,736)
Non-deductible expenses 2,442 803 863
Additional R&D expense deduction (1,781) (2,057) (2,229)
Under provided in prior years – 329 –
Others – (526) –
8,745 11,240 10,768
D-41
2011, 2012, AND 2013
Income and revenue taxes
Determining income tax provisions involves judgement on the future tax treatment of certain
transactions. The Group carefully evaluates tax implications of transactions and tax provisions
are set up accordingly. The tax treatment of such transactions is reconsidered periodically to
take into account all changes in tax legislations. Deferred tax assets are recognised for tax
losses not yet used and temporary deductible differences. As those deferred tax assets can only
be recognised to the extent that it is probable that future taxable profit will be available against
which the unused tax credits can be utilised, management’s judgement is required to assess the
probability of future taxable profits. Management’s assessment is constantly reviewed and
additional deferred tax assets are recognised if it becomes probable that future taxable profits
will allow the deferred tax asset to be recovered.
25 FINANCIAL INSTRUMENTS
Financial risk management
Overview
The Group has exposure to the following risks from its use of financial instruments:
• credit risk
• liquidity risk
• market risk
This note presents information about the Group’s exposure to each of the above risks, the
Group’s objectives, policies and processes for measuring and managing risk, and the Group’s
management of capital.
Risk management framework
The Group’s overall risk management programme focuses on the unpredictability of financial
markets and seeks to minimise potential adverse effects on the Group’s financial performance.
Based on such objectives, the Group’s risk management policies are established to identify and
analyse the risks faced by the Group, to set appropriate risk limits and controls, and to monitor
risks and adherence to limits. Risk management policies and systems are reviewed regularly to
reflect changes in market conditions and the Group’s activities.
Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial
instrument fails to meet its contractual obligations, and arises principally from the Group’s
receivables from customers and cash at bank. Exposure to these credit risks are monitored by
management on an ongoing basis.
D-42
2011, 2012, AND 2013
The carrying amount of financial assets in the statement of financial position represents the
Group’s respective maximum exposure to credit risk. The maximum exposure to credit risk at
the reporting date was:
31 December
Note 2011 2012 2013
RMB’000 RMB’000 RMB’000
Trade and other receivables (excluding

prepayments) 10 275,286 414,235 555,345
Derivative financial assets 11 2,452 – 3,037
Cash and cash equivalents 12 36,641 34,541 38,279
314,379 448,776 596,661
The Group does not hold any collateral in respect of its financial assets.
The Group’s exposure to credit risk is influenced mainly by the individual characteristics of
each customer. The Group has established a credit policy under which individual credit
evaluations are performed on all customers to determine the credit limit and terms applicable to
the customers. The review includes the customers’ financial position, their external ratings,
when available, and in some cases bank references. Purchase limits are established for each
customer and are reviewed quarterly. These limits represent the maximum open amount
without requiring approval. Usually, 25%-30% prepayment is required to mitigate the credit
risk. Receivables are due within 30-90 days from date of billing. Debtors with balances that are
more than 3 months past due are requested to settle all outstanding balances before any further
credit is granted.
Sales transactions with a single multinational customer contributed 2011: 18.7%; 2012: 12.8%;
and 2013: 14.8% to the Group’s revenue.
Major customers of the Group are airport enterprises or management authorities with
government background, and credit default losses have occurred infrequently. In monitoring
customer credit risk, customers are grouped according to their credit characteristics, including
whether they are an individual or legal entity, geographic location, industry, aging profile,
maturity and existence of previous financial difficulties.
Receivables that are past due but not impaired relate to a wide range of independent customers
that have a good track record with the Group and no recent history of default. Based on past
experience, the directors of the Company are of the opinion that no provision for impairment is
necessary in respect of these balances as there has not been a significant change in credit quality
and the balances are still considered fully recoverable.
The Group's exposure to credit risk is influenced mainly by the individual characteristics of
each customer rather than the industry, country or area in which the customers operate and
therefore significant concentrations of credit risk arise primarily when the Group has significant
exposure to individual customers.
The Group does not require collateral in respect of trade and other receivables.
D-43
2011, 2012, AND 2013
Exposure to credit risk
The maximum exposure to credit risk for trade and other receivables (excluding prepayments) at
the reporting date by geographic region was:
31 December
2011 2012 2013
RMB’000 RMB’000 RMB’000
Australia 7,350 5,824 4,920

Brazil – – 62,498
Canada 5,027 – 6
China 174,241 305,799 400,989
France – 24,692 27,090
Hong Kong 706 233 6,019
India 195 195 3,977
Italy – 49,685 7,837
Jordan 5,355 – –
Malaysia 1,411 – 14,865
Mali 7,440 1,237 –
Mexico – 4,717 762
Netherlands 6,837 10,529 8,386
Panama 17,629 6,151 1,245
Senegal 10,164 3,515 3,202
Serbia – – 5,531
Spain 10,212 4,354 1,875
Thailand – – 7,326
Tunisia 40,246 17,108 17,316
Vietnam – 581 3,375
Others 5,205 7,620 7,424
Trade and other receivables (excluding
prepayments), gross 292,018 442,240 584,643
Less: Allowance for doubtful receivables (16,732) (28,005) (29,298)
275,286 414,235 555,345
The Group’s exposure to credit risk for trade and other receivables (excluding prepayments) at
the reporting date is mainly to customers and related entities that are operating in the airport
logistics and material handling industry.
The Group’s most significant customer accounts for 2011: RMB 40,246,000; 2012: RMB
49,685,000; and 2013: RMB 62,498,000 of the trade receivables carrying amount.
D-44
2011, 2012, AND 2013
Trade receivables analysed by customers’ categories are as follows:
% of total Provision for

Amount balance bad debts
RMB’000 RMB’000 RMB’000
31 December 2011
Individually significant 105,565 43% 3,636
Others 140,983 57% 12,913
246,548 100% 16,549
31 December 2012
Others 194,106 48% 19,433
404,997 100% 27,822
31 December 2013
Others 240,490 48% 24,943
506,219 100% 29,115
Impairment losses
The movement in the allowance for impairment in respect of trade and other receivables
(excluding prepayments) during the years were as follows:
31 December
2011 2012 2013
RMB’000 RMB’000 RMB’000
At 1 January 9,127 16,732 28,005

Allowance made 7,605 11,273 1,293
At 31 December 16,732 28,005 29,298
Based on historical default rates, the Group believes that no additional impairment allowance is
necessary in respect of trade and other receivables (excluding prepayments) as at each reporting
date. These balances mainly arise from customers that have a good payment record with the
Group.
Derivatives
The derivatives are entered into with financial institutions which are regulated.
The Group maintains its cash balances with financial institutions which are regulated.
Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations
associated with its financial liabilities that are settled by delivering cash or another financial
asset.
D-45
2011, 2012, AND 2013
The Group operates its cash management according to the arrangement of the CIMC Group,
including short term investment of cash surpluses and the raising of loans to over expected cash
demands, subject to the approval by the parent Group’s board when the borrowings exceed
certain predetermined levels of authority under the Group’s fund management arrangement.
The Group’s policy is to regularly monitor its liquidity requirements and its compliance with
lending covenants, to ensure that it maintains sufficient reserves of cash, readily realisable
marketable securities and adequate committed lines of funding from major financial institutions
to meet its liquidity requirements in the short and longer term.
The tables below analyse the contractual maturities of the Group’s financial liabilities, including
estimated interest payments and excluding the impact of netting arrangements:
Carrying Contractual Within

amount cash flows 1 year 1 – 2 years 2 -5 years
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
31 December 2011
Non-derivative financial
liabilities
Trade and other payables 239,159 239,159 239,159 – –
Recognised financial liabilities 239,159 239,159 239,159 – –
31 December 2012
liabilities
Term loans 50,000 55,298 22,069 1,845 31,384
Recognised financial liabilities 424,693 429,991 396,762 1,845 31,384
Derivative financial liabilities

Foreign exchange forward
contracts not classified as cash
flow hedges
- outflow 148 148 148 – –
- inflow – – – – –
148 148 148 – –
31 December 2013
liabilities
Term loans 85,353 86,306 86,306 – –
Recognised financial liabilities 571,940 572,893 572,893 – –
The maturity analyses show the contractual undiscounted cash flows of the Group’s financial
liabilities on the basis of their earliest possible contractual maturity.
For derivative financial instruments, the cash inflows/(outflows) represent the contractual
undiscounted cash flows relating to these instruments.
It is not expected that the cash flows included in the maturity analysis of the Group could occur
significantly earlier, or at significantly different amounts, except for the term loans amounting
to RMB 30,000,000 as at 31 December 2012, which were fully repaid in 2013.
D-46
2011, 2012, AND 2013
Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates and interest
rates will affect the Group’s income. The objective of market risk management is to manage
and control market risk exposures within acceptable parameters, while optimising the return.
The Group buys and sells derivatives, and also incurs financial liabilities, in order to manage
market risks. All such transactions are carried out within the guidelines set by the Risk
Management Committee of the CIMC Group. The Group ensures that its net exposure is kept to
an acceptable level by buying or selling foreign currencies at spot rates when necessary to
address short-term imbalances.
Interest rate risk
The Group is exposed to changes in interest rates primarily due to the Group’s cash and cash
equivalents, and loans and borrowings which are subject to variable interest rates.
Exposure to interest rate risk
At the reporting date, the interest rate profile of the Group’s interest bearing financial
instruments was:
31 December
2011 2012 2013
RMB’000 RMB’000 RMB’000
Variable rate instruments
Cash and cash equivalents 36,641 34,541 38,279
Term loans – (50,000) (85,353)
36,641 (15,459) (47,074)
Fair value sensitivity analysis for fixed rate instruments
The Group does not account for any fixed rate financial assets and liabilities at fair value
through profit or loss. Therefore a change in interest rates at the reporting date would not affect
profit or loss.
Cash flow sensitivity analysis for variable rate instruments
A change of 100 basis points in interest rates at the reporting date would have
increased/(decreased) profit before tax by the amounts shown below. This analysis assumes
that all other variables, in particular foreign currency rates, remain constant. The analysis is
performed on the same basis for 2011, 2012, and 2013.
Profit before tax

31 December
2011 2012 2013
RMB’000 RMB’000 RMB’000
100 b.p. increase
Variable rate instruments 366 (155) (471)
100 b.p. decrease

Variable rate instruments (366) 155 471
D-47
2011, 2012, AND 2013
Foreign Currency risk
The Group is exposed to currency risk on sales, purchases and borrowings, including inter-
company sales, purchases and inter-company balances that are denominated in a currency other
than the respective functional currencies of Group entities. The currencies in which these
transactions primarily are denominated are the United States Dollar (USD) and Euro (EUR).
In respect of other monetary assets and liabilities denominated in foreign currencies, the
Group’s policy is to ensure that its net exposure is kept to an acceptable level by buying or
selling foreign currencies at spot rates when necessary to address short-term imbalances.
Exposure to currency risk
The summary of quantitative data about the Group’s exposure to foreign currency risk as
provided to the management of the Group based on its risk management policy was as follows:
31 December
2011 2012 2013
RMB’000 RMB’000 RMB’000
USD
Cash and cash equivalents 2,731 874 2,083
Trade and other receivables 58,930 37,380 100,076
Trade and other payables (26,031) (8,428) (34,738)
Financial liabilities – current – – (63,353)
35,630 29,826 4,068
Euro
Cash and cash equivalents 14,101 8,915 8,452
Trade and other receivables 67,864 110,797 70,857
Trade and other payables (5,535) (13,298) (55,942)
76,430 106,414 23,367
Others
Cash and cash equivalents 26 4,905 705
Trade and other receivables 706 4,892 18,115
Trade and other payables (316) (2,057) (1,476)
416 7,740 17,344
Sensitivity analysis
A 2.33%, 2.00%, and 2.24% strengthening of the US dollar, Euro, and other currencies against
the functional currencies of the respective entities within the Group at the reporting dates would
increase the profit before tax by the amounts shown below. This analysis is based on foreign
currency exchange rate variances that the Group considered to be reasonably possible at the end
of the reporting period. The analysis assumes that all other variables, in particular interest rates,
remain constant and ignores any impact of forecasted sales and purchases. The analysis is
performed on the same basis for 2011, 2012, and 2013, albeit that the reasonably possible
foreign exchange rate variances may have been different.
D-48
2011, 2012, AND 2013
Profit before tax

31 December
2011 2012 2013
RMB’000 RMB’000 RMB’000
USD 830 695 95

Euro 1,529 2,128 467
Others 9 173 389
2,368 2,996 951
A weakening of the functional currencies against the above currencies with the same
percentages would have had the equal but opposite effect on the amounts shown above, on the
basis that all other variables remain constant.
Fair value hierarchy
The table below analyses financial instruments carried at fair value, by valuation method. The
different levels have been defined as follows:
• Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;
• Level 2: 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);
• Level 3: inputs for the asset or liability that are not based on observable market data
(unobservable inputs).
Level 1 Level 2 Level 3 Total

RMB’000 RMB’000 RMB’000 RMB’000
Financial assets and financial
liabilities carried at fair
value
31 December 2011
Financial derivative assets – 2,452 – 2,452
31 December 2012
Financial derivative liabilities – (148) – (148)
31 December 2013
Financial derivative assets – 3,037 – 3,037
Valuation techniques and inputs used in Level 2 fair value measurements
The fair value of forward exchange contracts in Level 2 is determined by discounting the
contractual forward price and deducting the current spot rate. The discount rate used is derived
from the relevant government yield curve as at the end of the reporting period plus an adequate
constant credit spread.
There have been no transfers between Level 1 and Level 2 in 2011, 2012, and 2013.
D-49
2011, 2012, AND 2013
Other financial assets and liabilities
The carrying amounts of financial assets and liabilities with a maturity of less than one year
(including trade and other receivables, cash and cash equivalents, and trade and other payables)
are assumed to approximate their fair values because of short period to maturity. All other
financial assets and liabilities are discounted to determine their fair values.
Fair values versus carrying amounts
All financial instruments are carried at amounts not materially different from their fair values as
at 31 December 2011, 2012, and 2013.
Other
financial
liabilities
within the Total
Loans and scope of carrying
Note Trading receivables FRS39 amount Fair value
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
31 December 2011
(excluding prepayments) 10 – 275,286 – 275,286 275,286
Derivative financial assets 11 2,452 – – 2,452 2,452
Cash and cash equivalents 12 – 36,641 – 36,641 36,641
2,452 311,927 – 314,379 314,379
Trade and other payables 17 – – (239,159) (239,159) (239,159)

– – (239,159) (239,159) (239,159)
31 December 2012
– 448,776 – 448,776 448,776
Derivative financial liabilities 15 (148) – – (148) (148)

Borrowings 15 – – (50,000) (50,000) (50,000)
(148) – (424,693) (424,841) (424,841)
31 December 2013
Derivative financial assets 11 3,037 – – 3,037 3,037
3,037 593,624 – 596,661 596,661
Borrowings 15 – – (85,353) (85,353) (85,353)

– – (571,940) (571,940) (571,940)
D-50
2011, 2012, AND 2013
26 DIVIDENDS
The Group declared and paid dividends as follows:

2011 2012 2013
RMB’000 RMB’000 RMB’000
Dividends declared 23,000 – 60,000
27 COMMITMENTS
Leases as lessee
As at 31 December, the total future minimum lease payments under non-cancellable operating
leases of land, fixed assets and so on were payable as follows:
31 December
2011 2012 2013
RMB’000 RMB’000 RMB’000
Within one year 4,616 10,361 10,120

Between one and two years 1,520 4,220 1,583
Between two and three years 1,520 1,583 1,583
More than three years 15,043 14,088 15,697
22,699 30,252 28,983
The Group leases a number of warehouses, factory facilities and land under operating leases.
Except for the land held under operating lease, the leases typically run for a period of 1 year,
with an option to renew the lease when all the terms are renegotiated. The Group also leases
land for the Company’s production plant under a operating lease expiring in 2025.
An amount of 2011: RMB 5,504,000; 2012: RMB 10,266,000; and 2013: RMB 12,002,000 was
recognised as an expense in profit or loss in respect of operating leases.
Capital commitments
As at 31 December, the capital commitments of the Company are summarised as follows:
31 December
2011 2012 2013
RMB’000 RMB’000 RMB’000
Construction of new factory premises

- approved by Directors and contracted for 8,406 77,211 40,431
- approved by Directors but not contracted for 104,923 17,832 158,207
Acquisition of Xinfa Airport Equipment Ltd 18,900 – –
132,229 95,043 198,638
D-51
2011, 2012, AND 2013
28 RELATED PARTIES
Transactions with directors and other key management personnel
Key management personnel of the Group are those persons having the authority and
responsibility for planning, directing and controlling the activities of the Group. The directors
of the management team are considered as key management of the Group.
Key management personnel compensation comprised:
31 December
2011 2012 2013
RMB’000 RMB’000 RMB’000
Short-term employee benefits 1,409 1,763 2,136

Contributions to defined contribution plan 77 92 120
1,486 1,855 2,256
Other related party transactions
During the financial year, significant transactions with related parties, based on terms agreed by
the parties, were as follows:
31 December
2011 2012 2013
RMB’000 RMB’000 RMB’000
Ultimate holding company

(a) Interest expense (16) (98) (2,148)
(b) Interest income – – 954
(c) Unsecured term loan – – (110,000)
(d) Funding provided – – 60,000
(e) Others (928) (1,379) 1,539
Immediate holding company

(a) Dividends declared (16,100) – (42,000)
(b) Others – 10,363 (4,604)
Related companies under common control of the

ultimate holding company
(a) Sales of goods and services 2,265 14 171
(b) Services rendered 600 – –
(c) Purchase of goods and services (952) (10,248) (20,844)
(d) Interest expense – (994) (3,533)
(e) Lease expense (3,382) (2,684) (3,813)
(f) Unsecured term loan – (50,000) (157,000)
(g) Others – – 521
Joint venture of ultimate holding company

(a) Sales of goods and services – 7,340 –
D-52
2011, 2012, AND 2013
31 December
2011 2012 2013
RMB’000 RMB’000 RMB’000
Equity holder of the company

(a) Dividends declared (6,900) – (18,000)
(b) Loan receivable/(repaid) – 5,670 (5,670)
Non-controlling interest of subsidiary

(a) Sales of goods and services – – 574
(b) Others – (65) 1,857
Related company under control of equity holder

with significant influence in the ultimate holding
company
(a) Lease expense (1,583) (1,583) (1,583)
29 CONTINGENCY
Guarantee provided by the Company
As at 31 December 2013, the Company had outstanding balance of performance guarantees

issued by bank and guaranteed by the Company for Pteris Global Limited totalling to
USD 20,683,000 (approximately RMB 82,097,000). At the reporting date, the Company does
not consider it probable that a claim will be made against the Company under this guarantee.
30 ACQUISITION OF A SUBSIDIARY
On 5 January 2012, the Group obtained control of Xinfa, a company that manufactures and sells
Ground Support Equipment (“GSE”) for the aviation industry, by acquiring 70% of the shares
and voting interests in the Company.
The acquisition of Xinfa will expand the Group’s product range by adding GSE to the existing
suite of airport logistics systems and diversify revenue stream. The Group’s expertise and
capabilities in engineering, systems design and manufacturing will enable Xinfa to develop new
GSE products. Xinfa in turn can help the Group to bolster its competitive edge, create new
opportunities and deliver economics of scale benefits.
In the twelve months to 31 December 2012, Xinfa contributed revenue of RMB 45,571,000 and
profit of RMB 781,000 to the Group’s results. If the acquisition had occurred on 1 January
2012, the consolidated revenue would have been substantially the same as disclosed in the
consolidated income statement.
D-53
2011, 2012, AND 2013
The following summarises the major classes of consideration transferred, and the recognised
amounts of assets acquired and liabilities assumed at the acquisition date:
2012
RMB’000
Net cash outflow on acquisition of subsidiary
Total purchase consideration paid 18,900

Less: Cash acquired on acquisition date (23,131)
Net cash inflow on acquisition (4,231)
The identified assets acquired and liabilities assumed of Xinfa at the acquisition date were as
follows:
Note RMB’000

Inventories 5,797
Property, plant and equipment 4 1,060
Long-term prepaid expenses 8 9
Deferred tax assets 7 892
Trade and other payables (21,216)
Provision for taxation (151)
Net assets obtained 24,335
Less: Non-controlling interests (7,300)
17,035
Goodwill
Goodwill was recognised as a result of the acquisition as follows:
Note RMB’000
Total purchase consideration 27 18,900

Fair value of identifiable net assets (17,035)
Goodwill 5 1,865
The goodwill is attributable mainly to technical expertise, intelligence property and the
synergies expected to be achieved from integrating the company into the Group’s existing GSE
business. None of the goodwill recognised is expected to be deductible for tax purposes.
Acquisition-related costs
The Group incurred acquisition-related costs of RMB 137,000 related to external legal fees, due
diligence costs, conference fees and travel expenses. These costs have been included in other
operating expenses in the Group’s income statement.
D-54
2011, 2012, AND 2013
31 SUBSEQUENT EVENTS
In February 2014, the Company incorporated a wholly-owned subsidiary, Langfang CIMC
Airport Support Ltd (“CIMC-Langfang”), with a registered and paid-up capital of RMB
10,000,000 in the PRC. The principal activities of this subsidiary are those relating to the
manufacture and sale of airport equipment, automatic parking systems, materials handling
systems, and ground support equipment, rental of factories and property management. As of the
date of this report, CIMC-Langfang has not yet commenced operations.
In April 2014, CIMC-Tianda (Longyan) Investment Development Co., Ltd. (“CIMC Longyan”)
was incorporated with a registered capital of RMB 20,000,000 in the PRC, of which the
Company owns a 60% stake. The principal activities of this subsidiary are those relating to
investment and asset management in the parking lot business. As of the date of this report, the
registered capital has not been paid up and CIMC Longyan has not yet commenced operations.
In May 2014, the Company incorporated a wholly-owned subsidiary, Kunshan CIMC Logistics
Automation Equipment Co., Ltd. (“CIMC Kunshan”), with a registered capital of RMB
20,000,000 in the PRC. The principal activities of this subsidiary are those relating to the
design, development, integration, information consultation, systems engineering and equipment
planning of materials handling systems. As of the date of this report, the registered capital has
not been paid up and CIMC Kunshan has not yet commenced operations.
D-55
FINANCIAL INFORMATION OF THE ENLARGED GROUP FOR THE FINANCIAL
YEARS ENDED 31 DECEMBER 2011, 2012, AND 2013
24 June 2014
The Board of Directors

28 Quality Road
Singapore 618828
Dear Sirs
Report on the Unaudited Pro Forma Consolidated Financial Information of the Enlarged
Group Included in the Circular to Shareholders of Pteris Global Limited
We have completed our assurance engagement to report on the compilation of pro forma
consolidated financial information of Pteris Global Limited (“the Company”) by management of
the Company (“Management”) in connection with the proposed transaction of the entire issued
share capital of Shenzhen CIMC-Tianda Airport Support Ltd (“Tianda”) by way of the
allotment and issue of new shares of the Company (the “Proposed Transaction”).
The unaudited pro forma consolidated financial information of the Company and its subsidiaries
(the “Pteris Group”) and CIMC-Tianda and its subsidiaries (the “Tianda Group”) (collectively,
the “Enlarged Group”), consists of the pro forma statement of financial position as at 31
December 2013, the pro forma income statements and pro forma statements of comprehensive
income for the years ended 31 December 2011, 2012, and 2013, and the pro forma statement of
cash flows for the year ended 31 December 2013, and related notes (the “Unaudited Pro Forma
Consolidated Financial Information”) as set out on pages E-4 to E-19 of the circular (the
“Circular”). The Unaudited Pro Forma Consolidated Financial Information of the Enlarged
Group has been prepared for illustrative purposes only and is based on certain assumptions,
after making certain adjustments. The basis of preparation (“Basis of Preparation”) from which
Management has used to compile the Unaudited Pro Forma Consolidated Financial Information
is described in Note 3.
The Unaudited Pro Forma Consolidated Financial Information has been compiled by
Management to illustrate the impact of the Proposed Transaction described in Note 2 on the
Enlarged Group’s:
(a) statement of financial position as at 31 December 2013, as if the Proposed Transaction had
taken place on 31 December 2013;
(b) financial performance for the years ended 31 December 2011, 2012, and 2013, as if the
Proposed Transaction had taken place on 1 January 2011; and
(c) cash flows for the year ended 31 December 2013, as if the Proposed Transaction had taken
place on 1 January 2013.
E-1
As part of this process, information about the Enlarged Group’s financial position, financial
performance, and cash flows has been extracted by Management from the following:
(a) The audited consolidated financial statements of the PGL Group for the years ended 31
December 2011, 2012, and 2013, which were prepared in accordance with Singapore
Financial Reporting Standards (“SFRS”); and
(b) The audited consolidated financial statements of the Tianda Group for the years ended 31
December 2011, 2012, and 2013, which were prepared in accordance with Singapore
Financial Reporting Standards (“SFRS”).
Management’s responsibility for the Unaudited Pro Forma Consolidated Financial Information
Management is responsible for compiling the Unaudited Pro Forma Consolidated Financial
Information in accordance with the Basis of Preparation.
Reporting Accountants’ responsibility
Our responsibility is to express an opinion about whether the Unaudited Pro Forma
Consolidated Financial Information has been compiled, in all material respects, by Management
using 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 (“ISCA”). This standard requires that the Reporting Accountants
comply with ethical requirements and plan and perform procedures to obtain reasonable
assurance about whether Management has compiled, in all material respects, the pro forma
consolidated financial information in accordance with the Basis of Preparation.
For purposes of this engagement, we are not responsible for updating or reissuing any reports or
opinions on any historical financial information used in compiling the Unaudited Pro Forma
Consolidated Financial Information, nor have we, in the course of this engagement, performed
an audit or review of the financial information used in compiling the Unaudited Pro Forma
Consolidated Financial Information.
The purpose of the Unaudited Pro Forma Consolidated Financial Information included in the
Circular is solely to illustrate the impact of a significant event or transaction on unadjusted
financial 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 each of the
respective dates would have been as presented.
A reasonable assurance engagement to report on whether the Unaudited Pro Forma

Consolidated Financial Information has been compiled, in all material respects, in accordance
with the Basis of Preparation involves performing procedures to assess whether the Basis of
Preparation used by Management in the compilation of the Unaudited Pro Forma Consolidated
Financial Information provide a reasonable basis for presenting the significant effects directly
attributable to the event or transaction, and to obtain sufficient appropriate evidence about
whether:
E-2
• the related pro forma adjustments give appropriate effect to the Basis of Preparation; and
• the Unaudited Pro Forma Consolidated Financial Information reflects the proper application
of those adjustments to the unadjusted financial information.
The procedures selected depend on the Reporting Accountants’ judgement, having regard to his
understanding of the nature of the company, event or transaction in respect of which the
Unaudited Pro Forma Consolidated Financial Information has been compiled, and other relevant
engagement circumstances.
The engagement also involves evaluating the overall presentation of the Unaudited Pro Forma
Consolidated Financial Information.
We believe that the evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Opinion
In our opinion:
(a) the Unaudited Pro Forma Financial Information has been compiled:
(i) in a manner consistent with the accounting policies adopted by the Pteris Group in
its latest audited consolidated financial statements, which are in accordance with
Singapore Financial Reporting Standards;
(ii) on the basis of the Basis of Preparation stated in Note 3 of the Unaudited Pro
Forma Consolidated Financial Information; and
(b) each material adjustment made to the information used in the preparation of the
Unaudited Pro Forma Consolidated Financial Information is appropriate for the purpose
of preparing such unaudited financial information.
This letter has been prepared for inclusion in the Circular of the Company to be issued in
connection with the Proposed Transaction.
KPMG LLP
Public Accountants and
Chartered Accountants
Singapore
Gerald Low
Partner-in-charge
24 June 2014
E-3
Unaudited pro forma consolidated statement of financial position

As at 31 December 2013
31 December
2013
$’000
Non-current assets
117,679
Current assets
Inventories 46,951
260,621
Equity
Reserves 68,396
Deferred tax liabilities 7,903
Financial liabilities 61
14,310
Current liabilities
Provisions 11,878
211,977
The accompanying notes form an integral part of these unaudited pro forma consolidated financial information.
E-4
Unaudited pro forma consolidated income statement

For the years ended 31 December 2011, 2012, and 2013

Note 2011 2012 2013
$’000 $’000 $’000
Revenue 241,656 216,223 223,866

Other income 2,660 5,473 5,838
Staff costs (34,746) (39,387) (43,728)
Depreciation (5,205) (5,381) (5,200)
Foreign exchange differences and net
hedging premium 1,030 (804) 90
Negative goodwill 13,797 – –
Finance expense (1,209) (1,642) (2,272)
Profit/(Loss) before tax 20,529 (14,689) (14,752)
Tax expense (2,092) (2,149) (2,122)
Profit/(Loss) attributable to
- Owners of the Company 18,437 (16,885) (17,237)
- Non-controlling interests – 47 363
18,437 (16,838) (16,874)
Earnings/(Loss) per share attributable to

owners of the Company
- basic (cents) 5 5.11 (4.63) (4.57)
- diluted (cents) 5 5.11 (4.63) (4.57)
E-5
Unaudited pro forma consolidated statements of comprehensive income

For the years ended 31 December 2011, 2012, and 2013

2011 2012 2013
$’000 $’000 $’000

Items that are or may be reclassified
subsequently to profit or loss:
Translation differences relating to financial
statements of foreign subsidiaries (257) (118) (43)
Effective portion of changes in fair value of
cash flow hedges, net of tax (690) – –
Other comprehensive loss for the year, net
of tax (947) (118) (43)
Total comprehensive income/(loss) for the
year 17,490 (16,956) (16,917)
Total comprehensive income/(loss)

attributable to
- Owners of the Company 17,490 (17,003) (17,280)
- Non-controlling interests – 47 363
17,490 (16,956) (16,917)
E-6
Unaudited pro forma consolidated statement of cash flows

For the year ended 31 December 2013
31 December
2013
$’000
Operating activities
Loss before tax (3,585)
Adjustments for:
Depreciation of property, plant and equipment 5,200
Bad debts written off 796
Allowance for doubtful receivables 881
Amortisation of intangible assets 333
Amortisation of long-term prepaid expenses 31
Negative goodwill (13,797)
Dividend income (104)
Rental income (2,834)
Interest expense 2,039
Interest income (366)
Net gain on disposal of property, plant and equipment (12)
Provisions for warranty and liquidated damages 5,302
Gain from change in fair value of financial derivatives (644)
Gain in fair value of financial asset at fair value through
profit or loss (9)
Share-based payment expense 1,750
(5,019)
Changes in working capital:
Trade and other receivables (29,430)
Inventories and contract work-in-progress 25,558
Provisions (1,917)
Taxes paid (2,447)
Cash flows from operating activities 661
Investing activities
Dividend received 104
Interest received 366
Rental income received 2,834
Proceeds from sale of property, plant and equipment 29
Purchase of property, plant and equipment (14,423)
Deposit paid for land use rights (1,742)
Acquisition of long-term prepaid expenses (14)
Cash flows used in investing activities (12,846)
E-7
31 December
2013
$’000
Financing activities
Proceeds of new loans from related companies 55,384
Proceeds of new loans from banks 30,760
Interest paid (2,265)
Repayment of short-term borrowings from related companies (61,192)
Repayment of bank borrowings (833)
Payment of finance lease liabilities (146)
Cash and deposits pledged (3,550)
Cash flows from financing activities 18,158

Cash and cash equivalents at beginning of year 21,312
Cash and cash equivalents at end of year 27,815
Significant non-cash transactions
In 2013, the Group entered into an agreement with a bank syndicate (the “Syndicate”) as part of
its loan restructuring exercise. Under the agreement, the Syndicate used a portion of the loan
facility amounting to S$40,572,000 to settle the Group’s existing loans on their behalf.
E-8
1. Corporate Information
Pteris Global Limited (the “Company”) was incorporated in the Republic of Singapore and is a
public limited company listed on the Singapore Exchange Securities Trading Limited (“SGX-
ST”). The address of the Company’s registered office is 28 Quality Road, Singapore 618828.
The principal activities of the Company and its subsidiaries (the “PGL Group”) consist of the
provision of engineering and computer software solutions of airport logistics and material
handling and manufacture and repair of ground support equipment for airline industry. These
include engineering, design, manufacture, installation and maintenance works.
2. Description of Proposed Reverse Takeover transaction

(a) Proposed Transaction
The Company had entered into a conditional sale and purchase agreement (the “CIMC
SPA”) with China International Marine Containers (Hong Kong) Ltd (“CIMC-HK”), a
wholly-owned subsidiary of China International Marine Containers (Group) Ltd (“CIMC-
Group”), on 29 July 2013, and a conditional sale and purchase agreement (the
“Management Co SPA”) and a share issuance agreement (the “Share Issuance
Agreement”) with Shenzhen TGM Ltd. (the “Management Co”) on 28 November 2013,
in connection with the proposed acquisition by the Company of the entire issued share
capital of Shenzhen CIMC-Tianda Airport Support Ltd (“Tianda” or the “Target”) by
way of the allotment and issue of new shares of the Company (the “Proposed
Transaction”) to CIMC-HK and the Management Co. Following the completion of the
restructuring exercise (to be carried out by CIMC-HK) and the Proposed Transaction, the
issued share capital of the Target acquired by the Company from CIMC-HK shall be held
via a wholly-owned subsidiary, Techman (Hong Kong) Limited (“Techman”). The Target
Group comprises Tianda and its subsidiaries (the “Tianda Group”) and Techman.
On 26 March 2014, the Company entered into supplemental deeds with CIMC-HK and
the Management Co respectively in relation to the issuance of additional shares as the
Company was unable to fulfil the undertaking stating, inter alia, that the Group’s net
asset value as at 31 December 2013 shall not be less than $50 million. The additional
shares shall be allotted and issued for no consideration.
The Target is a company established in Shenzhen City in the People’s Republic of China
(“PRC”), and 70% of its equity interest is held by CIMC-HK. The remaining 30% of its
equity interest is held by Management Co.
The Target’s principal activities consist of the manufacture and sales of various airport
electronic machinery and equipment, provision of processing services of machinery and
equipment and metal structure, and provision of installation and after-sales services for
self-manufactured products and car park management service (operated by licensed Hefei
branch office).
E-9
(b) Proposed Share Consolidation
The Company proposes to undertake a share consolidation to consolidate every five

shares into one Consolidated Share (the “Post-Consolidation Shares”) after the
completion of the Proposed Transaction (“the Proposed Share Consolidation”).
The Proposed Transaction constitutes a “Reverse Takeover” transaction. In accordance with

FRS 103: Business Combinations, the Proposed Transaction will be accounted for as a reverse
acquisition and upon completion, CIMC-HK will be deemed the acquirer of the Company.
The unaudited pro forma consolidated financial information of the PGL Group after the
completion of the Proposed Transaction (the “Enlarged Group”), comprising the unaudited pro
forma statement of financial position of the Enlarged Group as at 31 December 2013, the
unaudited pro forma income statements and statements of comprehensive income of the
Enlarged Group for the years ended 31 December 2011, 2012, and 2013, and the unaudited pro
forma statement of cash flows of the Enlarged Group for the year ended 31 December 2013
(collectively referred to as the “Unaudited Pro Forma Consolidated Financial Information”), has
been prepared for inclusion in the circular to the shareholders (the “Circular”) of the Company.
3. Basis of preparation of the unaudited pro forma consolidated financial

information
3.1 The Unaudited Pro Forma Consolidated Financial Information is prepared in accordance with
Singapore Financial Reporting Standards (“SFRS”). It is expressed in Singapore dollars (“S$”
or “$”) and all values are rounded to the nearest thousand except where indicated otherwise.
The Unaudited Pro Forma Consolidated Financial Information has been prepared for illustrative
purposes only, and is based on certain assumptions and after making certain adjustments to
show what:
(a) the unaudited pro forma statement of financial position of the Enlarged Group as at 31
December 2013 would have been if the Proposed Transaction had taken place on 31
December 2013;
(b) the unaudited pro forma financial results of the Enlarged Group for the years ended 31
December 2011, 2012, and 2013 would have been if the Proposed Transaction had taken
place on 1 January 2011; and
(c) the unaudited pro forma cash flows of the Enlarged Group for the year ended 31 December
2013 would have been if the Proposed Transaction had taken place on 1 January 2013.
3.2 The unaudited pro forma consolidated financial information, because of their nature, may not
give a true picture of the actual financial position, financial results and cash flows of the
Enlarged Group.
3.3 The Unaudited Pro Forma Consolidated Financial Information of the Enlarged Group has been
compiled based on the following:
(a) The audited consolidated financial statements of the Pteris Group for the years ended 31
December 2011, 2012, and 2013, which were prepared in accordance with SFRS; and
E-10
(b) The audited consolidated financial statements of the Target Group for the years ended 31
December 2011, 2012, and 2013, which were prepared in accordance with SFRS.
The auditors’ reports on the abovementioned audited financial statements do not contain any
qualification.
There were no transactions between the PGL Group and the Target Group during the periods
presented.
3.4 The Proposed Transaction will result in the shareholders of the Target Group obtaining the
majority of the voting rights in the Enlarged Group. As such, the Proposed Transaction is
accounted for as a reverse acquisition transaction. The Unaudited Pro Forma Consolidated
Financial Information of the Enlarged Group have been prepared using reverse acquisition
accounting as set out in FRS 103 “Business Combination”.
3.5 The following key adjustments and assumptions were made for the purpose of preparing of the
Unaudited Pro Forma Consolidated Financial Information:
(a) The purchase consideration in respect of the Proposed Transaction is estimated to be

approximately $137,576,000, and is derived at after negotiations, based on a willing-
buyer, willing-seller basis, taking into account, inter-alia, the audited net profit after tax
and non-controlling interests of the Tianda Group for the financial year ended 31
December 2012, the management experience, track record and the business prospects of
the Tianda Group and expected synergies between the Group and the Tianda Group.
(b) The purchase consideration is satisfied entirely by the allotment and issuance of
264,580,196 Post-Consolidation Shares of the Company, at the issue price of $0.65 each
(calculated based on a Pre-Consolidation Share issue price of $0.13 each (the “Issue
Price”).
The number of Post-Consolidation shares to be issued in satisfaction of the purchase

consideration have been assumed to be allotted based on the following tranches:
Number of Post-Consolidation shares

Tranche CIMC-HK Management Co Total
Deferred Consideration shares 25,846,153 11,076,922 36,923,075
Crisplant Shares 10,769,230 4,615,384 15,384,614
Prolongation Claim Shares 3,851,076 1,650,461 5,501,537
Total 185,206,138 79,374,058 264,580,196
The actual number of Post-Consolidation shares to be allotted and issued will depend on
the various dilution scenarios upon the completion of the Proposed Transaction and may
differ from the number of shares assumed above.
E-11
(c) The cost of the reverse acquisition by Tianda of the Company is deemed to be incurred by
Tianda in the form of equity issued to the owners of the Company and will be determined
using the fair value of the Tianda Group as mentioned in 3.5(a). This may differ from the
actual cost of Proposed Transaction as the actual cost of Proposed Transaction will be
based on the actual number of Post-Consolidation shares to be allotted and issued
depending on the various dilution scenarios at the completion of the Proposed
Transaction.
(d) Under the reverse acquisition method of accounting, the identifiable assets acquired and
liabilities assumed of the PGL Group are recorded at the acquisition date fair values. For
this purpose, preliminary provisional fair values have been assigned to the assets and
liabilities of the PGL Group to illustrate the estimated effect of the Proposed Transaction
as follows:
• The leasehold building of the Company was valued at $59 million on 31 December
2013, based on an independent valuation carried out on 2 January 2014 by a firm of
independent professional valuers at open market values using the comparable sales
method.
• The carrying values of the remaining assets and liabilities of the PGL Group are
assumed to be stated at their respective fair values.
(e) Based on the above assumptions 3.5(c) and 3.5(d), the negative goodwill arising had the
Proposed Acquisition taken place on 1 January 2011 and 31 December 2013 amounted to
$13,797,000. The negative goodwill has been recognised in profit or loss in the
unaudited pro forma income statement for the year ended 31 December 2011, and
reserves in the unaudited pro forma consolidated statement of financial position as at 31
December 2013.
The actual purchase price allocation exercise will be conducted upon the completion of
the Proposed Transaction. Consequently, the actual valuation of the assets acquired and
liabilities assumed, and goodwill arising on consolidation could be materially different
from the preliminary provisional fair values.
(f) The acquisition for the Target is assumed to be undertaken by Techman on the relevant
acquisition date for 70% equity interest in the share capital of the Target for a
consideration of $164,000.
Funding for the Company’s investment in Techman will be provided by CIMC-HK.
(g) The acquisition related costs relating to the Proposed Transaction are assumed to be $2.6
million. This may differ from the actual cost at the completion of the Proposed
Transaction.
In addition, pursuant to the mandate signed by Canaccord Genuity Singapore Pte. Ltd.
(“Canaccord Genuity”) with the Company, as part payment for professional fees in
respect of financial advisory services rendered to the Company by Canaccord Genuity in
connection with the Proposed Transaction, the Company shall, on completion of the
Proposed Transaction, allot and issue 846,153 Post-Consolidation Shares (equivalent to
4,230,765 existing shares) to Canaccord Genuity at the issue price of $0.65 each
(calculated based on a Pre-Consolidation Share issue price of $0.13 each (the “Issue
Price”). This transaction is treated as a share-based payment expense.
E-12
The actual number of Post-Consolidation Canaccord Shares to be allotted and issued will
be determined at the average of the volume-weighted average price of the Company’s
shares on the following 2 days:
• the day of the allotment and issuance of the CIMC Consideration Shares; and
• the trading day immediately prior to the day of the allotment and issuance of the
CIMC Consideration Shares,
and may differ from the number of shares assumed above. In addition, the total shares
issued to Canaccord Genuity shall not be greater than such integer number of Post-
Consolidation Shares which is equivalent to 5,500,000 Pre Consolidation Shares.
Pursuant to the CIMC SPA, CIMC-HK has advanced and paid the Advanced Monies of
$1.2 million to the Company to pay, inter alia, professionals and other advisers in relation
to the Proposed Transaction. Upon completion of the Proposed Transaction, the Company
shall issue and allot 1,846,153 Post-Consolidation Shares (equivalent to 9,230,769 Pre-
Consolidation Shares) to CIMC-HK at the issue price of $0.65 each (calculated based on
a Pre-Consolidation Share issue price of $0.13 each (the “Issue Price”). This transaction
is treated as a share-based payment expense.
(h) The placement of 82,220,000 new shares in the Company which were allotted and issued
on 24 September 2012 at the issue price of $0.13 per share, as well as the aggregate gross
proceeds raised of approximately $10,668,600 was taken into consideration for the
purposes of computing basis earnings/(loss) per share and diluted earnings/(loss) per
share.
E-13
4. Statement of Adjustments
(i) Unaudited pro forma consolidated statement of financial position as at 31 December 2013
The following adjustments have been made in arriving at the unaudited pro forma consolidated
statements of financial position as at 31 December 2013:
Audited Audited Unaudited

consolidated consolidated pro forma
statement of statement of consolidated
financial financial Pro forma adjustments statement of
position of position of (see notes below) financial
Pteris Group Tianda Group (a) (b) position
$’000 $’000 $’000 $’000 $’000
As at 31 December 2013
Non-current assets
Property, plant and equipment 27,308 25,007 44,214 – 96,529
Intangible assets 1,421 2,358 – – 3,779
Deposit for land use rights – 1,743 – – 1,743
Land use rights – 12,354 – – 12,354
Other financial assets 169 – – – 169
Deferred tax assets 451 2,626 – – 3,077
Long-term prepaid expenses – 28 – – 28
29,349 44,116 44,214 – 117,679
Current assets
Inventories 2,554 44,397 – – 46,951
Contracts work-in-progress 38,063 – – – 38,063
Trade and other receivables 27,533 119,360 – – 146,893
Other financial assets 63 630 – – 693
Cash and cash equivalents 20,799 7,940 (882) 164 28,021
89,012 172,327 (882) 164 260,621
Total assets 118,361 216,443 43,332 164 378,300
Equity
Share capital 65,161 21,503 (4,982) – 81,682
Reserves (29,631) 57,229 40,798 – 68,396
Equity attributable to owners
of the Company 35,530 78,732 35,816 – 150,078
Non-controlling interests – 1,935 – – 1,935
Total equity 35,530 80,667 35,816 – 152,013
Deferred tax liabilities 387 – 7,516 – 7,903
Financial liabilities 61 – – – 61
Deferred income – 6,346 – – 6,346
448 6,346 7,516 – 14,310
Current liabilities
Trade and other payables 18,554 100,933 – 164 119,651
Excess of progress billing over
contract work-in-progress 7,520 – – – 7,520
Financial liabilities 52,142 17,705 – – 69,847
Provisions 3,977 7,901 – – 11,878
Provision for taxation 190 2,891 – – 3,081
82,383 129,430 – 164 211,977
Total liabilities 82,831 135,776 7,516 164 226,287
Total equity and liabilities 118,361 216,443 43,332 164 378,300
E-14
Notes to the pro forma adjustments:
(a) Adjustments to reflect the consolidation entries to eliminate the cost of investment in the
Company including acquisition related costs and adjustments to reflect the issuance of
Advanced Monies Conversion Shares and Canaccord Shares at the Issue Price on 1
January 2013.
(b) Adjustment to include the effect of cash received from and payable to CIMC-HK in
relation to the investment in Techman arising from the Proposed Transaction (see 3.5(f)).
(ii) Unaudited pro forma consolidated income statements and statements of comprehensive
income for the financial years ended 31 December 2011, 2012, and 2013
The following adjustments have been made in arriving at the unaudited pro forma consolidated
income statements and statements of comprehensive income for the financial years ended 31
December 2011, 2012, and 2013:
Audited Audited Unaudited pro

consolidated consolidated forma
income income Pro forma adjustments consolidated
statement of statement of (see note below) income
Pteris Group Tianda Group (a) (b) statement
$’000 $’000 $’000 $’000 $’000
For the financial year ended
31 December 2011
Revenue 132,179 109,477 – – 241,656
Other income 1,349 1,311 – – 2,660
Materials, subcontract and
other direct costs (97,323) (63,247) – – (160,570)
Staff costs (22,718) (12,028) – – (34,746)
Depreciation (2,953) (357) (1,895) – (5,205)
Foreign exchange differences
and net hedging premium 489 541 – – 1,030
Other operating expenses (9,210) (25,043) – (2,631) (36,884)
Negative goodwill – – 13,797 – 13,797
Finance expense (991) (218) – – (1,209)
Profit before tax 822 10,436 11,902 (2,631) 20,529
Tax expense (399) (1,693) – – (2,092)
Net profit after tax 423 8,743 11,902 (2,631) 18,437
Profit attributable to
- Owners of the Company 423 8,743 11,902 (2,631) 18,437
- Non-controlling interests – – – – –
423 8,743 11,902 (2,631) 18,437
E-15

statement of statement of consolidated
comprehensive comprehensive Pro forma adjustments statement of
income of the income of the (see notes below) comprehensive
PGL Group Tianda Group (a) (b) income
$’000 $’000 $’000 $’000 $’000
31 December 2011
Net profit after tax 423 8,743 11,902 (2,631) 18,437
Other comprehensive
(loss)/income
Items that are or may be
reclassified subsequently to
profit or loss:
Translation differences relating
to financial statements of
foreign subsidiaries (257) – – – (257)
Effective portion of changes in
fair value of cash flow
hedges, net of tax (690) – – – (690)
Other comprehensive loss for
the year, net of tax (947) – – – (947)
Total comprehensive
(loss)/income for the year (524) 8,743 11,902 (2,631) 17,490
Total comprehensive
(loss)/income attributable
to
- Owners of the Company (524) 8,743 11,902 (2,631) 17,490
- Non-controlling interests – – – – –
(524) 8,743 11,902 (2,631) 17,490
Notes to the pro forma adjustments:
(a) Being adjustment to recognise negative goodwill upon consolidation of $13,797,000 and
depreciation expense arising from the fair valuation of the leasehold building of the
Company in the financial year ended 31 December 2011.
(b) For the purpose of the unaudited Pro Forma Income Statement, these acquisition related
costs were assumed to be incurred in the financial year ended 31 December 2011.
E-16
Audited Audited
consolidated consolidated
statement of statement of Pro forma Unaudited
comprehensive comprehensive adjustments pro forma
income of the income of the (see note below) consolidated
PGL Group Tianda Group (a) income statement
$’000 $’000 $’000 $’000
31 December 2012
Revenue 65,674 150,549 – 216,223
Other income 2,041 3,432 – 5,473
Materials, subcontract and other direct –
costs (61,805) (96,309) (158,114)
Staff costs (21,534) (17,853) – (39,387)
Depreciation (3,005) (481) (1,895) (5,381)
Foreign exchange differences and net –
hedging premium (1,292) 488 (804)
Other operating expenses (8,620) (22,437) – (31,057)
Finance expense (1,139) (503) – (1,642)
(Loss)/Profit before tax (29,680) 16,886 (1,895) (14,689)
Tax expense/(credit) 94 (2,243) – (2,149)
Net (loss)/profit after tax (29,586) 14,643 (1,895) (16,838)
(Loss)/Profit attributable to
- Owners of the Company (29,586) 14,596 (1,895) (16,885)
- Non-controlling interests – 47 – 47
(29,586) 14,643 (1,895) (16,838)

statement of statement of Pro forma consolidated
comprehensive comprehensive adjustment statement of
income of the income of the (see note below) comprehensive
PGL Group Tianda Group (a) income
$’000 $’000 $’000 $’000
31 December 2012
Other comprehensive (loss)/income

statements of foreign subsidiaries (118) – – (118)
Other comprehensive loss for the year,
net of tax (118) – – (118)
Total comprehensive (loss)/income for
the year (29,704) 14,643 (1,895) (16,956)
Total comprehensive (loss)/income

attributable to
(29,704) 14,643 (1,895) (16,956)
Note to the pro forma adjustment:
(a) Being adjustment to recognise depreciation expense arising from the fair valuation of
the leasehold building of the Company in the financial year ended 31 December 2012.
E-17
Audited Audited
consolidated consolidated
statement of statement of Pro forma Unaudited
comprehensive comprehensive adjustments pro forma
income of the income of the (see note below) consolidated
PGL Group Tianda Group (a) income statement
$’000 $’000 $’000 $’000
31 December 2013
Revenue 50,350 173,516 – 223,866
Other income 3,070 2,768 – 5,838
Materials, subcontract and other direct –
costs (50,263) (109,627) (159,890)
Staff costs (19,480) (24,248) – (43,728)
Depreciation (2,757) (548) (1,895) (5,200)
Foreign exchange differences and net –
hedging premium (150) 240 90
Other operating expenses (9,128) (24,328) – (33,456)
Finance expense (1,383) (889) – (2,272)
(Loss)/Profit before tax (29,741) 16,884 (1,895) (14,752)
Tax expense/(credit) 56 (2,178) – (2,122)
(Loss)/Profit attributable to
- Non-controlling Interests – 363 – 363
(29,685) 14,706 (1,895) (16,874)

statement of statement of Pro forma consolidated
comprehensive comprehensive adjustment statement of
income of the income of the (see note below) comprehensive
PGL Group Tianda Group (a) income
$’000 $’000 $’000 $’000
31 December 2013

statements of foreign subsidiaries (43) – – (43)
Other comprehensive loss for the year,
net of tax (43) – – (43)
Total comprehensive (loss)/income for
the year (29,728) 14,706 (1,895) (16,917)
Total comprehensive (loss)/income

attributable to
(29,728) 14,706 (1,895) (16,917)
Note to the pro forma adjustment:
(a) Being adjustment to recognise depreciation expense arising from the fair valuation of
the leasehold building of the Company in the financial year ended 31 December 2013.
E-18
5. Basic earnings/(loss) per share

Basic earnings/(loss) per share is calculated by dividing the profit/(loss) attributable to owners
of the Company by the weighted average number of ordinary shares outstanding during the
financial year.
The number of ordinary shares outstanding is based on the number of shares of the Company as
at 31 December 2011, 2012, and 2013 after the Proposed Transaction assuming the Proposed
Transaction has taken place on 1 January 2011.

2011 2012 2013
$’000 $’000 $’000
Profit/(Loss) attributable to owners of the

Company 18,437 (16,885) (17,237)

2011 2012 2013
No. No. No.
of shares of shares of shares
‘000 ‘000 ‘000
Number of ordinary shares outstanding at the

beginning of the year 360,526 360,526 376,970
Effect of shares issued – 4,448 –
Weighted average number of ordinary shares
during the year 360,526 364,974 376,970

2011 2012 2013
Basic and diluted earnings/(loss) per share
(cents) 5.11 (4.63) (4.57)
For the purpose of the calculation of the diluted earnings/(loss) per share, the weighted average
number of ordinary shares in issue during the year is adjusted to take into account the dilutive
effect arising from the dilutive share options, with the potential ordinary shares weighted for the
period outstanding.
The dilutive earnings/(loss) per share is the same as basic earnings/(loss) per share as there are
no dilutive potential ordinary shares.
E-19
APPENDIX F – TAXATION AND EXCHANGE CONTROLS
SINGAPORE’S TAXATION LAWS

The following is a general discussion of the salient Singapore income tax, capital gains tax, stamp duty
and GST consequences in relation to the purchase, ownership and disposal of the Shares and is not
intended to be and does not constitute legal or tax advice. The discussion is based on Singapore tax
laws, regulations and interpretations presently in effect and available as of the date of this Circular. The
laws, regulations and interpretations, however, may change at any time, and any change could be
retroactive to the date of issuance of the Shares. These laws and regulations are also subject to various
interpretations and the relevant tax authorities or the courts of Singapore could later disagree with the
explanations or conclusions set out below.
Prospective investors should consult their tax advisors concerning the tax consequences of owning and
disposing of our Shares. Neither the Company, the Directors, the Sponsor, the Auditors nor any other
persons involved in the Proposed Transactions accepts responsibility for any tax effects or liabilities
resulting from the subscription, purchase, holding or disposal of the Shares.
(i) Individual income tax

Individual taxpayers who are Singapore tax residents are subject to tax on income accrued in or
derived from Singapore. All foreign-sourced income (except for income received through a
partnership in Singapore) received on or after 1 January 2004 in Singapore by tax resident
individuals will be exempt from tax. Certain Singapore-sourced investment income derived by tax
resident individuals on or after 1 January 2004 from certain financial instruments (other than
income derived through a partnership in Singapore or from the carrying on of a trade, business or
profession) will be exempt from tax.
For a Singapore tax resident individual, the tax rate will vary according to the individual’s
circumstances but is subject to a maximum rate of 20%.
Non-resident individuals, subject to certain exceptions, are generally subject to income tax on
income accrued in or derived from Singapore at the prevailing rate of 20%.
An individual will be regarded as being resident in Singapore in a year of assessment if, in the
preceding year, he was physically present in Singapore or exercised employment in Singapore
(other than as a director of a company) for 183 days or more, or if he resides in Singapore.
(ii) Corporate income tax

Corporate taxpayers who are Singapore tax residents are subject to Singapore income tax on
income accrued in or derived from Singapore and subject to certain exceptions, on foreign-sourced
income received or deemed to be received in Singapore from outside Singapore. Foreign-sourced
income in the form of dividends, branch profits and services income received or deemed to be
received in Singapore by resident taxpayers on or after 1 June 2003 will be exempt from tax if
certain prescribed conditions are met.
Non-resident corporate taxpayers are subject to income tax on income accrued in or derived from
Singapore and on foreign income received or deemed to be received in Singapore, subject to
certain exceptions.
A corporate taxpayer is regarded as resident for Singapore tax purposes if the management and
control of its business is exercised in Singapore.
The prevailing corporate tax rate in Singapore is 17%. Further, corporate tax exemption will apply
to the first S$300,000 of a company’s chargeable income as follows:-
(a) 75% of up to the first S$10,000 of a company’s chargeable income; and
(b) 50% of up to the next S$290,000 of a company’s chargeable income.
F-1
Further, certain companies will, subject to certain conditions, be eligible for full tax exemption on
their normal chargeable income of up to S$100,000 a year and partial tax exemption of 50% of up
to the next S$200,000 of normal chargeable income for each of the company’s first three years of
assessment falling in or after year of assessment 2008. The conditions which a new company must
satisfy in order to claim this exemption for a year of assessment include (a) it must be incorporated
in Singapore; (b) it must be tax resident in Singapore for that year of assessment; and (c) it must
have no more than 20 shareholders all of whom are individuals or at least one of whom is an
individual holding at least 10% of the total number of issued ordinary shares of the company
throughout the basis period for that year of assessment. The remaining chargeable income (after
the tax exemption) will be taxed at the prevailing corporate tax rate.
(iii) Cash dividend distributions

Dividends paid by the company being tax resident in Singapore, would be considered as sourced
from Singapore. Dividends received in respect of the shares by either Singapore tax resident or
non-Singapore tax resident taxpayers are not subject to Singapore withholding tax.
With effect from 1 January 2003, Singapore has adopted the “One-Tier” Corporate Tax System
(“One-Tier System”). Under this One-Tier System, the tax collected from corporate profits is the
final tax and the Company can pay tax exempt (one-tier) dividends which are tax exempt in the
hands of its shareholders, regardless of the tax residency status or the legal form of the
shareholders.
Our Company is in the One-Tier System. Hence, dividends paid by our Company will be exempt
from tax in the hands of our Shareholders.
(iv) Bonus issues and scrip dividends

Under current Singapore tax law and practice, a capitalisation of profits followed by the issue of
new shares, credited as fully paid, pro-rata to shareholders (“bonus issue”) does not represent a
distribution of dividends by a company to its shareholders. Therefore, a Singapore resident
shareholder receiving shares by way of a bonus issue should not have a liability to Singapore tax.
When a dividend is to be satisfied wholly or in part in the form of an allotment of ordinary shares
credited as fully paid, the dividend declared will be treated as income to its shareholders. However,
as our Company is under the One-Tier System, such a dividend will be exempt from Singapore tax.
Similarly, when our Shareholders are given the right to elect to receive an allotment of ordinary
Shares credited as fully paid in lieu of cash, the dividend declared will be treated as exempt (one-
tier) dividend income and will not be subject to Singapore tax.
(v) Capital gains on disposal of ordinary shares

Singapore does not impose tax on capital gains. However, there are no specific laws or regulations
which deal with the characterisation of capital gains, and hence, gains may be construed to be of
an income nature and subject to tax if they arise from activities which the Inland Revenue Authority
of Singapore (“IRAS”) regards as the carrying on of a trade or business in Singapore.
Any profits from the disposal of the Shares 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
profits would be taxable as trading income.
In addition, any gains or profits from disposal of ordinary shares by companies during the period 1
June 2012 to 31 May 2017 is exempt from tax if the divesting company had held at least 20% of
the ordinary shares in the investee company for a continuous period of at least 24 months.
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(vi) Adoption of FRS 39 treatment for Singapore income tax purposes

On 30 December 2005, the IRAS issued a circular entitled “Income Tax Implications arising from
the adoption of FRS 39 Financial Instruments: Recognition and Measurement” (“FRS 39 Circular”).
Legislative amendments to give effect to the FRS 39 Circular have been enacted via the Income
Tax (Amendment) Act 2006, with such amendments having been deemed to come into operation
on 1 January 2005.
Prospective investors should consult their own accounting and tax advisers regarding FRS 39 and
the related Singapore income tax consequences of their acquisition, holding or conversion of the
Shares.
(vii) Stamp duty

There is no stamp duty payable on the subscription, allotment or holding of the Shares.
Stamp duty is payable on the instrument of transfer of the Shares at the rate of S$0.20 for every
S$100 or any part thereof, computed on the amount or value of consideration. The amount or value
of consideration is the actual consideration or market value of the Shares, whichever is higher.
The purchaser is liable for stamp duty, unless there is an agreement to the contrary. No stamp duty
is payable if no instrument of transfer is executed or the instrument of transfer is executed outside
Singapore. However, stamp duty would be payable if the instrument of transfer which is executed
outside Singapore is received in Singapore.
Stamp duty is, however, not applicable in respect of electronic transfers of the Shares through the
Central Depository system.
(viii) Goods and Services Tax (“GST”)

Generally, the issue, sale or transfer of ownership of shares by a person belonging in Singapore to
another person belonging in Singapore is considered an exempt supply which is not subject to
GST.
Hence, investors would not incur any GST on the subscription of our Shares. Expenses incurred in
the course of subscribing to our Shares (e.g. legal fees and brokerage charges) may be subject to
GST if the provider of such services is GST-registered. Where investors are GST-registered, GST
incurred on these expenses is generally not recoverable as input tax credit from the IRAS.
The subsequent sale of our Shares by investors belonging in Singapore through SGX-ST or to
another person belonging in Singapore is an exempt supply. The GST on expenses incurred in the
course of making such a supply is generally not recoverable as input tax credit from the IRAS.
Conversely, the sale of our Shares to purchasers belonging outside Singapore and who are outside
Singapore when the sale transaction takes place is a zero-rated supply. The GST on expenses
incurred in the process of making such zero-rated supply is recoverable by us as input tax credit
from the IRAS.
F-3
CHINA’S TAXATION LAWS

The applicable income tax laws, regulations, notices and decisions (collectively referred to as “Applicable
Foreign Enterprises Tax Law”) related to foreign investment enterprises and their investors include the
following:-
Enterprise Income Tax

In accordance with the Enterprise Income Tax Law of the People’s Republic of China (“EIT
Law”)(中华人民共和国企业所得税法) promulgated on 16 March 2007 and the Regulations for the
Implementation of the Enterprise Income Tax Law (企业所得税法实施条例) promulgated on 6 December
2007, domestic enterprises and foreign-invested enterprises are subject to enterprise income tax at a
uniform rate of 25%. In accordance with pertinent taxation laws and administrative regulations, the EIT
Law and its implementation regulations provides for a five-year transition period in respect of enterprises
incorporated prior to 16 March 2007 and entitled to concessions in enterprise income tax, so that the
applicable tax rates for such enterprises would gradually be standardized at 25%. Enterprises entitled to
fixed tax holiday or fixed tax reduction / exemption may continue to enjoy such concessions in the same
manner as stipulated by the State Council until the conclusion of the tax holiday or the concession period.
For enterprises who have not benefited from such concession due to the absence of profit, the
concession period started from the effective date of the EIT Law, namely, 1 January 2008.
Business Tax
According to the Provisional Regulations of The People’s Republic of China on Business Tax (中华人民共
和国营业税暂行条例) which came into effect on 1 January 1994 and amended on 10 November 2008 and
the Detailed Rules for Implementation of the Provisional Regulations of The People’s Republic of China
on Business Tax (中华人民共和国营业税暂行条例实施细则), which came into effect on 25 December
1993 and amended on 28 October 2011, taxpayers providing taxable services in PRC are generally
subject to a 5% business tax unless otherwise provided for. For entities or individuals who provide taxable
labor services, transferring intangible assets or selling real estate in PRC without a domestic business
establishment, business taxes shall be withheld and paid by their domestic agents on their behalf. For
entities or individuals who have not appointed any domestic agents, business taxes shall be withheld and
paid by the transferees or buyers on their behalf.
Value-added Tax (VAT)

According to the Provisional Regulations of the People’s Republic of China on Value-added Tax (中华人民
共和国增值税暂行条例) amended on 10 November 2008 and the Detailed Rules for Implementation of the
Provisional Regulations of the People’s Republic of China on Value-added Tax (中华人民共和国增值税暂
行条例实施细则) amended on 28 October 2011, all taxpayers selling goods or providing processing,
repairing or replacement services and import of goods within PRC shall pay VAT. The tax rate of 17%
shall be levied on general taxpayers selling or importing various goods. The rate applicable to the export
of goods by taxpayers shall be nil, unless otherwise stipulated. Furthermore, pursuant to the Pilot
Scheme for the Conversion of Business Tax to VAT (营业税改增值税试点方案) promulgated by the
Ministry of Finance and the State Administration of Taxation (SAT), the State started to introduce taxation
reforms in a gradual manner with effect from 1 January 2012, whereby the collection of VAT in lieu of
business tax items was implemented on a trial basis in regions showing significant radiating effects in
economic development and providing strong cases as examples of reform, beginning with production
service industries such as transportation and certain modern service industries.
F-4
Stamp duty
According to the Provisional Regulations of the People’s Republic of China on Stamp Duty (中华人民共和
国印花税暂行条例) enacted on 6 August 1988 and summarily revised on 8 January 2011 and the Detailed
Rules for Implementation of the Provisional Regulations of the People’s Republic of China on Stamp Tax
(中华人民共和国印花税暂行条例实行细则) enacted on 29 September 1988, all entities and individuals
executing or receiving taxable documents within PRC shall pay stamp duty. The list of taxable documents
includes purchase and sale contracts, processing contracts, construction project contracts, property lease
contracts, cargo freight contracts, warehousing and storage contracts, loan contracts, property insurance
contracts, technical contracts, other documents in the nature of contracts, title transfer deeds, business
account books, certificates of rights, licenses and other documents confirmed to be taxable by the
Ministry of Finance.
Taxes Applicable to Shareholders of Companies

Dividend-related Tax
Individual Investors
Pursuant to the Individual Income Tax Law of the PRC (中华人民共和国个人所得税法) (as amended in
2011) dividends paid by PRC companies are generally subject to a PRC withholding tax levied at a rate
of 20%. For a foreign individual who is not resident of the PRC, the receipt of dividends from a company
in the PRC is subject to a withholding tax of 20% unless reduced under an applicable tax treaty or
specially exempted by the tax authority of the State Council. In the Letter of the SAT on Taxation Issues
relating to Dividends Received in respect of Shares of PRC Domestic Listed Companies Held by Foreign
Individuals (国家税务总局关于外籍个人持有中国境内上市公司股票所得的股息有关税收问题函) dated 26
July 1994, the SAT reiterated that the provisional tax exemption in respect of foreign individuals’ dividends
received from PRC companies listed overseas, as set out in the SAT Notice on Issues relating to the
Collection of Income Tax on Gains from the Transfer of Stocks (Equities) and Dividends by Foreign-
invested Enterprises, Foreign Enterprises and Foreign Individuals (税务总局关于外商投资企业，外国
企业和外籍个人取得股票（股权）转让收益和股息所得税收问题的通知), would continue to be in effect. In
the event that this provisional tax exemption is withdrawn, a 20% tax may be withheld on dividends in
accordance with the provisional regulations and individual income tax law. Such withholding tax may be
reduced or exempted pursuant to an applicable double taxation treaty. To date, the competent tax
authority has not collected any withholding tax on dividend payments on the exempted shares according
to notices of tax collection.
Enterprise
Pursuant to the Enterprise Income Tax Law of the PRC (中华人民共和国企业所得税法) effective from 1
January 2008 and its implementation regulations, a non-resident enterprise which has not established a
representative office or other premises or whose established representative office or premises is not
actually related to dividends and bonus received shall be subject to a 10% enterprise income tax on its
revenues sourced in China. Such withholding tax may be reduced or exempted pursuant to an applicable
double taxation treaty.
Tax Treaties
Investors who are not PRC residents but either reside in countries which have entered into double-
taxation treaties with PRC or reside in Hong Kong SAR or Macau SAR may be entitled to a reduction of
the withholding tax imposed on the dividends paid to such investors by a PRC company. PRC currently
has signed double-taxation avoidance arrangements with Hong Kong SAR and Macau SAR respectively,
and has double-taxation avoidance treaties with a number of other countries, including but not limited to
Australia, Canada, France, Germany, Japan, Malaysia, the Netherlands, Singapore and the United
Kingdom, etc. Under each of such double taxation avoidance treaties or arrangements, the rate of
withholding tax imposed by PRC’s taxation authorities may be generally reduced.
F-5
Share transfer-related tax

Individual Investors
According to the Individual Income Tax Law of the PRC (中华人民共和国个人所得税法) and its
implementation regulations, gains realized on the sale of equity interests shall be subject to individual
income tax at a rate of 20%.
Pursuant to the Notice on Continued Provisional Exemption of Individual Income Tax in respect of Income
from Personal Transfers of Stocks (关于个人转让股票所得继续暂免征收个人所得税的通知) jointly issued
by the Ministry of Finance and the SAT dated 30 March 1998, in respect of the suspension of the
collection of individual Income tax on income arising from the sales of shares, gains on sales of shares in
listed companies by individuals are exempted from individual income tax for the time being.
Enterprise
Pursuant to the EIT Law and its implementation regulations (中华人民共和国企业所得税法) and the SAT
Notice on Certain Taxation Issues relating to the Persistent Implementation of Enterprise Income Tax Law
(国家税务总局关于贯彻落实企业所得税法若干税收问题的通知), revenue of an enterprise arising from the
transfer of equity interests shall be recognized upon the transfer agreement becoming effective and the
completion of formalities relating to the change in equity interests. The amount of revenue generated from
the transfer of equity interests less costs incurred for the acquisition of such equity interests shall be
deemed as income arising from the transfer of equity interest. In computing its income arising from the
transfer of equity interests, an enterprise should not deduct the amount of retained earnings (unallocated
profit) of the investee that might be attributable to the equity interests transferred. The final computation of
enterprise income tax shall be based on such income.
Estate duty or inheritance tax

There is no estate duty or inheritance tax levied in China at present.
Singapore Exchange Controls

Currently, no foreign exchange control restrictions exist in Singapore.
China Exchange Controls

The principal regulations governing foreign currency exchange in China are the Foreign Exchange
Administration Regulations of the PRC (中华人民共和国外汇管理条例) which was promulgated by the
State Council on 29 January 1996, became effective on 1 April 1996 and was subsequently amended on
14 January 1997 and 1 August 2008 and the Regulations on the Administration of Foreign Exchange
Settlement, Sale and Payment (结汇、售汇及付汇管理规定) which was promulgated by the People’s Bank
of China (中国人民银行) on 20 June 1996 and became effective on 1 July 1996. Pursuant to these
regulations and other PRC rules and regulations on currency conversion, Renminbi is freely convertible
for payments of current account items, such as trade and service-related foreign exchange transactions
and dividend payments, but not freely convertible for capital account items, such as direct investment,
loan or investment in securities outside China unless prior approval of the State Administration for
Foreign Exchange (国家外汇管理局) (“SAFE”) or its local counterpart is obtained.
Foreign invested enterprises are permitted to convert their after tax dividends into foreign exchange and
to remit such foreign exchange out of their foreign exchange bank accounts in PRC. However, foreign
exchange transactions involving overseas direct investment or investment and exchange in securities,
derivative products abroad are subject to registration with SAFE and approval from or filing with the
relevant PRC government authorities (if necessary).
F-6
In addition, the Notice of the General Affairs Department of SAFE on the Relevant Operating Issues
Concerning the Improvement of the Administration of Payment and Settlement of Foreign Currency
Capital of Foreign-invested Enterprises (关于完善外商投资企业外汇资本金支付结汇管理有关业务操作问题
的通知) (the “Circular No.142”) was promulgated by the General Affairs Department of SAFE and became
effective on 29 August 2008. The Circular No.142 regulates the conversion by a foreign-invested company
of foreign currency into Renminbi by restricting how the converted Renminbi may be used. It requires that
Renminbi converted from the foreign currency-denominated capital of a foreign-invested company may
only be used for purposes within the business scope approved by the relevant governmental authorities
and shall not be used for equity investments within PRC unless otherwise specifically provided for. It is
also prohibited to use the settled foreign exchange capital for purchasing domestic real estate for any
purpose other than its own use, unless the enterprise is a foreign-invested real estate enterprise. Further,
the settled foreign exchange shall not be used to repay Renminbi loans if the proceeds of such loans
have not yet been used. Violations of the Circular No. 142 may result in severe penalties, including
substantial fines as set forth in the Foreign Exchange Administration Regulations of the PRC.
F-7
APPENDIX G – SUMMARY OF RELEVANT PRC LAWS AND REGULATIONS
PRC Legal System

The Chinese legal system is based on the Constitution of the PRC and is made up of written laws,
regulations and directives. Decided court cases do not constitute binding precedents. The PRC National
People’s Congress (“NPC”) and the Standing Committee of the NPC (“Standing Committee”) are
empowered by the Constitution of the PRC to exercise the legislative power of the state. The NPC has
the power to amend the Constitution of the PRC and to enact and amend primary laws governing the
state organs, civil affairs and criminal offences and other matters. The Standing Committee is empowered
to interpret, enact and amend laws other than those required to be enacted by the NPC.
The State Council of the PRC is the highest organ of state administration and has the power to enact
administrative rules and regulations. Ministries and commissions under the State Council are also vested
with the power to issue orders, directives and regulations within the jurisdiction of their respective
departments. Administrative rules, regulations, directives and orders promulgated by the State Council
and its ministries and commissions must not be in conflict with the Constitution of or the national laws
and, in the event that any conflict arises, the Standing Committee has the power to annul such
administrative rules and regulations enacted by the State Council and the State Council has the power to
annul such directives, orders and regulations issued by its ministries and commissions.
At the regional level, the people’s congresses of provinces and municipalities and their standing
committees may enact local rules and regulations and the people’s government may promulgate
administrative rules and directives applicable to their own administrative area. These local rules and
regulations may not be in conflict with the Constitution of the PRC, any national laws or any
administrative rules and regulations promulgated by the State Council.
Rules, regulations or directives may be enacted or issued at the provincial or municipal level or by the
State Council or its ministries and commissions in the first instance for experimental purposes. After
sufficient experience has been gained, the State Council may submit legislative proposals to be
considered by the NPC or the Standing Committee for enactment at the national level.
The power to interpret laws is vested, by the Constitution of the PRC, in the Standing Committee.
According to the Decision of the Standing Committee of the NPC regarding the Strengthening of
Interpretation of Laws passed on 10 June 1981, the Supreme People’s Court has the power to give
general interpretation on application of law in judicial proceedings apart from its power to issue specific
interpretation in specific cases. The State Council and its ministries and commissions are also vested with
the power to give interpretation of the rules and regulations which they promulgated. At the regional level,
the power to give interpretation of regional laws is vested in the regional legislative and administration
organs which promulgate such laws. All such interpretations carry legal effect.
Judicial System
The People’s Courts are the judicial organs of the PRC. Under the Constitution of the PRC and the Law
of Organization of the People’s Courts of the PRC, the People’s Courts comprise the Supreme People’s
Court, the local people’s courts, military courts and other special courts. The local people’s courts are
divided into 3 levels, namely, the basic people’s courts, intermediate people’s courts and higher people’s
courts. The basic people’s courts are divided into civil, criminal and administrative divisions. The
intermediate people’s courts have divisions similar to those of the basic people’s courts and, where the
circumstances so warrant, may have other special divisions (such as intellectual property divisions). The
judicial functions of people’s courts at lower levels are subject to supervision of people’s courts at higher
levels. The People’s Procuratorates also have the right to exercise legal supervision over the proceedings
of People’s Courts of the same and lower levels. The Supreme People’s Court is the highest judicial organ
of the PRC. It supervises the administration of justice by the People’s Court of all levels.
G-1
The People’s Courts adopt a 2-tier final appeal system. A party may before the taking effect of a
judgment or order appeal against the judgment or order of the first instance of a local People’s Court to
the People’s Court at the next higher level. Judgments or orders of the first instance of the Supreme
People’s Court are also final and binding. If, however, the Supreme People’s Court or a People’s Court at
a higher level finds an error in a final and binding judgment which has taken effect in any People’s Court
at a lower level, a retrial of the case may be conducted according to the judicial supervision procedures.
Or, if the President of a People’s Court at any level finds a definite error in a legally effective judgment or
written order of his court and deems it necessary to have the case retried, he shall refer it to the judicial
committee for discussion and decision.
The PRC civil procedures are governed by the Civil Procedure Law of the PRC (“Civil Procedure Law”)
adopted on 9 April 1991, which was subsequently amended on 28 October 2007 and 31 August 2012
respectively. The Civil Procedure Law contains regulations on the institution of a civil action, the
jurisdiction of the People’s Courts, the procedures in conducting a civil action, trial procedures and
procedures for the enforcement of a civil judgment or order. All parties to a civil action conducted within
PRC must comply with the Civil Procedure law. A civil case is generally heard by a court located in the
defendant’s place of domicile. The jurisdiction may also be selected by express agreement by the parties
to a contract provided that the jurisdiction of the people’s court selected has some actual connection with
the dispute, that is to say, the plaintiff or the defendant is located or domiciled, or the contract was
executed or implemented in the jurisdiction selected, or the subject-matter of the proceedings is located
in the jurisdiction selected. A foreign national or foreign enterprise is accorded the same litigation rights
and obligations as a citizen or legal person of the PRC.
If any party to a civil action refuses to comply with a judgment or order made by a People’s Court or an
award made by an arbitration body in PRC, the aggrieved party may apply to the People’s Court to
enforce the judgment, order or award. There are time limits on the right to apply for such enforcement.
Where at least one of the parties to the dispute is an individual, the time limit is one year. If both parties
to the dispute are legal persons or other entities, the time limit is 6 months. However, from 1 April 2008,
such time limit was extended to two years, notwithstanding the nature of the dispute.
A party seeking to enforce a judgment or order of a People’s Court against a party who or whose
property is not within PRC may apply to a foreign court with jurisdiction over the case for recognition and
enforcement of such judgment or order. A foreign judgment or ruling may also be recognized and
enforced according to the Chinese enforcement procedures by the People’s Courts in accordance with
the principle of reciprocity or if there exists an international or bilateral treaty with or acceded to by the
foreign country that provides for such recognition and enforcement, unless the People’s Court considers
that the recognition or enforcement of the judgment or ruling will violate fundamental legal principles of
PRC or its sovereignty, security or social or public interest.
Arbitration and Enforcement of Awards

The Arbitration Law of the PRC (“Arbitration Law”) was promulgated by the Standing Committee on 31
August 1994 and amended on 27 August 2009. It is applicable to, amongst other matters, trade disputes
involving foreign parties where the parties have entered into a written agreement to refer the matter to
arbitration before an arbitration tribunal constituted in accordance with the Arbitration Law. Where the
parties have by an agreement provided arbitration as a method for dispute resolution, the parties are not
permitted to institute legal proceedings in a People’s Court.
Under the Arbitration Law, an arbitral award is final and binding on the parties and if a party fails to
comply with an award, the other party to the award may apply to the People’s Court for enforcement. A
People’s Court may refuse to enforce an arbitral award made by an arbitration tribunal if there were
mistakes, an absence of material evidence or irregularities over the arbitration proceedings, or the
jurisdiction or constitution of the arbitration committee.
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A party seeking to enforce an arbitral award of a foreign affairs arbitration body in PRC against a party
who or whose property is not in PRC may apply to a foreign court with jurisdiction over the case for
enforcement. Similarly, an arbitral award made by a foreign arbitration body may be recognized and
enforced by the courts in PRC in accordance with the principles of reciprocity or any international treaty
concluded or acceded to by PRC.
In respect of contractual and non-contractual commercial-law-related disputes which are recognized as

such for the purposes of PRC law, PRC has acceded to the Convention on the Recognition and
Enforcement of Foreign Arbitral Award (“New York Convention”) adopted on 10 June 1958 pursuant to a
resolution of the Standing Committee passed on 2 December 1986. The New York Convention provides
that all arbitral awards made by a country which is a party to the New York Convention shall be
recognized and enforced by other parties to the New York Convention subject to their right to refuse
enforcement under certain circumstances including where the enforcement of the arbitral award is against
the public policy of the country to which the application for enforcement is made. It was declared by the
Standing Committee at the time of the accession of PRC that (1) PRC would only recognize and enforce
foreign arbitral awards on the principle of reciprocity; and (2) PRC would only apply the New York
Convention in disputes considered under PRC laws to be arising from contractual and non-contractual
mercantile legal relations.
Company Law
The establishment and operation of corporate entities in PRC is governed by the Company Law of the
PRC (“Company Law”), which was promulgated by the Standing Committee of the NPC on 29 December
1993 and became effective on 1 July 1994. It was subsequently amended on 25 December 1999, 28
August 2004, 27 October 2005 and 28 December 2013.
The Company Law generally governs two types of companies–limited liabilities companies and joint stock
limited companies. Both types of companies have the status of legal persons, and the liability of a
company to its debtors is limited to the value of assets owned by the company. Liabilities of shareholders
of a limited liability company are limited to the amount of registered capital they have subscribed. The
Company Law shall also apply to foreign-invested companies. Where laws on foreign investment have
other stipulations, such stipulations shall apply.
Law concerning Sino-Foreign Equity Joint Venture of the PRC

Sino-Foreign Equity Joint Ventures in PRC are governed by the Law concerning Sino-Foreign Equity Joint
Ventures of PRC which was promulgated on 1 July 1979, and subsequently amended on 4 April 1990
and 15 March 2001 respectively; and the Regulations for the Implementation of the Law on Sino-Foreign
Equity Joint of PRC which was promulgated on 20 September 1983, and subsequently amended on 15
January 1986, 21 December 1987, 22 July 2001 and 19 February 2014 respectively. The laws permit
foreign companies, enterprises and other economic entities or individuals (“Foreign Partners”) to
establish, within the territory of PRC, equity joint ventures with Chinese companies, enterprises or other
economic entities, in accordance with the principles of equality and mutual benefit that are subjected to
the approval by the Chinese government.
The joint venture is required to have a registered capital contributed by the Chinese and foreign investors.
The liability of the Chinese and Foreign Partners are limited to the amount of registered capital
contributed. The proportion of the foreign investment in the joint venture shall be, in general, not less than
25 per cent of its registered capital.
The highest authority of the Sino- Foreign Equity Joint Venture is its board of directors, which can decide
all major issues concerning the joint venture. The chairman of the board is the legal representative of the
Sino-Foreign Equity Joint Venture. Should the chairman be unable to perform his duties, he shall
authorize the vice-chairman of the board or a director to represent the Sino-Foreign Equity Joint Venture.
After payment of taxes, the Sino-Foreign Equity Joint Venture must make contributions to a reserve fund,
an employee bonus and welfare fund and a development fund and it is also prohibited from distributing
dividends unless the losses (if any) of previous years have been made up.
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Laws and regulations pertaining to the manufacturing of special airport equipment

In accordance with the Civil Aviation Law of PRC promulgated by the Standing Committee on 30 October
1995 and effected on 1 March 1996; and the Regulations for the Administration of the Use of Special
Equipment at Civil Airports implemented on 14 September 2005, a usage permit system of administration
shall be adopted for specialized airport equipment listed in the appendix to the Regulations for the
Administration of the Use of Special Equipment at Civil Airports. The General Administration of Civil
Aviation shall be responsible for the grant of permission for use of special equipment and on-going
supervision and administration management, while local civil aviation administrative bureaus shall be
responsible for the supervision and administration special equipment in use in districts under their
jurisdiction. The permit of special equipment usage shall be valid for a period of eight years. Special
equipment in respect of which a permit of use has not been obtained shall not be used in operations of
ground protection of aircraft and aviation freight services, etc.
Laws and regulations pertaining to the manufacture, installation, alteration and maintenance of lifting
equipments
According to the Regulations on Safety Supervision of Special Equipment promulgated by the State
Council on 24 January 2009, lifting equipments manufacture, installation, alteration and maintenance
entities shall obtain a permit from the special equipment supervision and management authority before
engaging in related activities.
Pursuant to the Notice of People’s Government of Guangdong Province on Forwarding the Reply of the
State Council on Approving Guangdong Province Deepening the Reform of Administrative Approval
System to Try and Implement on Priority During the 12th Five-year Plan Period (广东省人民政府转发
《国务院关于同意广东省“十二五”时期深化行政审批制度改革先行先试的批复》的通知) and the Circular of
the Reform of Administrative Approval System by Administration of Quality and Technology Supervision of
Guangdong Province (third) (广东省质监局行政审批制度改革事项公告（三）), in Guangdong Province,
the administrative approval system for enterprise qualification of the installation, alteration and
maintenance of lifting equipments has been abolished. In order to ease actual difficulties and assure the
continuity of enterprises’business and convenience of out-of-province construction, for the originally
obtained installation, alteration and maintenance license with an expiration date before 31 December
2014, the expiration date of such licenses will be automatically extended to 31 December 2014.
Laws and Regulations relating to Production Liability

Producers and sellers of defective products in the PRC may incur liability for loss and injury caused by
such products. Under the General Principles of the Civil Laws of the PRC, which became effective on 1
January 1987 and amended on 27 August 2009, a defective product which causes property damage or
physical injury to any person could subject the producers or sellers of such product to civil liability for
such damage or injury.
Pursuant to the Product Quality Law of the PRC (as promulgated on 22 February 1993, implemented on
1 September 1993 and amended in 2000), the Law of the PRC on the Protection of the Rights and
Interests of Consumers (as promulgated on 31 October 1993 and amended on 25 October 2013) and the
Tort Law of the PRC (as promulgated on 26 December 2009 and implemented on 1 July 2010), a
producer shall be responsible for the quality of the products it produced. Where any harm is caused by a
defective product, the victim may claim for compensation either from the producers or sellers. If the
liability lies on the producers and the compensation has been paid by the sellers, the sellers have the
right to recover their losses from the producers. If the liability lies on the sellers and the compensation
has been paid by the producers, the producers have the right to recover their losses from the sellers.
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Laws pertaining to labour protection

The Labour Contract Law of the PRC (“Labour Contract Law”), promulgated on 29 June 2007 and
amended on 28 December 2012; and the Implementation Rules of the Labour Contract Law of the PRC,
promulgated on 18 September 2008 set out specific provisions in relation to the execution, the terms and
the termination of an employment contract and the rights and obligations of the employees and the
employers. At the time of hiring, the employer shall truthfully inform the employee as to the scope of work,
working conditions, working place, occupational hazards, work safety, salary and other matters which the
employee requests to be informed about.
It is stipulated under the Labour Contract Law that a labour contract must be made in writing. An
employer and a worker may enter into a fixed-term labour contract, a labour contract with an indefinite
term or a labour contract that concludes upon the completion of certain works assignments, after
reaching agreement upon due negotiations. An employer may terminate a labour contract and dismiss its
employee in accordance with the law after reaching agreement upon due negotiations with the worker or
fulfilling the statutory conditions for doing so.
In accordance with the Labour Law of the PRC and the Labour Contract Law of the PRC, an employer
unit shall develop and improve its rules and regulations according to the law to assure entitlement to
labour rights and fulfilment of labour obligations by its workers. An employer unit must develop and
improve its labour safety and health system, stringently implement national protocol and standards on
labour safety and health, conduct labour safety and health education for workers, prevent the occurrence
of labour accidents and reduce occupational hazards. An employer unit must provide to workers
necessary labour protection gear that complies with labour safety and health conditions stipulated under
national regulations, as well as provide regular health checks for workers that are engaged in operations
with occupationally hazards. Labour engaged in special operations must have received specialized
training and obtained qualifications for manning specialized operations.
Employers in the PRC are also required to contribute, on behalf of their employees, to a number of social
security funds, including funds for basic pension insurance, unemployment insurance, basic medical
insurance, work-related injury insurance, maternity insurance and for housing accumulation fund. These
payments are made to local administrative authorities and an employer who fails to contribute may be
fined and be ordered to make up for the missed contributions.
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APPENDIX H – SUMMARY OF MEMORANDUM AND ARTICLES OF
ASSOCIATION OF THE COMPANY
1. The Company was incorporated in Singapore on 25 January 1979 under the Companies Act
bearing the registration number 197900230M. The Memorandum of Association of our Company is
available for inspection at our registered office as stated in Section 36 “Documents Available For
Inspection” of this Circular.
2. The Memorandum of Association of the Company states, inter alia, that the liability of members is
limited. There are no limitations on the rights of our Shareholders who are regarded as non-
residents of Singapore to hold or vote their shares.
3. The discussion below provides a summary of certain provisions of the New Articles. This
discussion is only a summary and is qualified by reference to Singapore law and the Company’s
Memorandum and Articles of Association.
4. The provisions in the New Articles of Association relating to, inter alia, Directors’ voting power on
contracts; remuneration; borrowing powers; retirement and share qualification:-
90. A Director need not be a Member and shall not be required to hold any share qualification in
the Company and shall be entitled to attend and speak at general meetings but subject to
the provisions of the Act he shall not be of or over the age of 70 years at the date of his
appointment.
91. A Director shall not be required to hold any shares of the Company by way of qualification. A
Director who is not a member of the Company shall nevertheless be entitled to attend and
speak at General Meetings.
97. No Director or intending Director shall be disqualified by his office from contracting or
entering into any arrangement with the Company either as vendor, purchaser or otherwise
nor shall such contract or arrangement or any contract or arrangement entered into by or on
behalf of the Company in which any Director shall be in any way interested be avoided nor
shall any Director so contracting or being so interested be liable to account to the Company
for any profit realised by any such contract or arrangement by reason only of such Director
holding that office or of the fiduciary relation thereby established but every Director shall
observe the provisions of Section 156 of the Act relating to the disclosure of the interests of
the Directors in transactions or proposed transactions with the Company or of any office or
property held by a Director which might create duties or interests in conflict with his duties or
interests as a Director and any transactions to be entered into by or on behalf of the
Company in which any Director shall be in any way interested shall be subject to any
requirements that may be imposed by the Exchange. No Director shall vote in respect of any
contract, arrangement or transaction in which he has directly or indirectly a personal material
interest as aforesaid or in respect of any allotment of shares in or debentures of the
Company to him and if he does so vote his vote shall not be counted
101. The Directors may exercise the voting power conferred by the shares in any company held or
owned by the Company in such manner and in all respects as the Directors think fit in the
interests of the Company (including the exercise thereof in favour of any resolution
appointing the Directors or any of them to be directors of such company or voting or
providing for the payment of remuneration to the directors of such company) and any such
Director of the Company may vote in favour of the exercise of such voting powers in the
manner aforesaid notwithstanding that he may be or be about to be appointed a director of
such other company.
130. Subject as hereinafter provided and to the provisions of the Act, the Directors may at their
discretion exercise all the powers of the Company to borrow money, to mortgage or charge
its undertaking, property and uncalled capital and to issue debentures and other securities,
whether outright or as collateral security for any debt, liability or obligation of the Company or
of any third party.
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5. The provisions in the New Articles relating to, inter alia, the rights, preferences and restrictions
attaching to each class of shares; changes in capital; changes in the respective rights of the
various classes of shares and dividend entitlement:-
5. (A) Whenever the share capital of the Company is divided into different classes of shares,
the special 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 Act, be varied or
abrogated either with the consent in writing of the holders of three-quarters of the total
number of issued shares of the class or with the sanction of a Special Resolution
passed at a separate General Meeting of the holders of the shares of the class (but
not otherwise) and may be so varied or abrogated either whilst the Company is a
going concern or during or in contemplation of a winding-up. To every such separate
General Meeting, all the provisions of these Articles relating to General Meetings of
the Company and to the proceedings thereat shall mutatis mutandis apply, except that
the necessary quorum shall be two persons at least holding or representing by proxy
at least one-third of the total number of issued shares of the class and that any holder
of shares of the class present in person or by proxy may demand a poll and that every
such holder shall on a poll have one vote for every share of the class held by him,
Provided always that where the necessary majority for such a Special Resolution is
not obtained at such General Meeting, consent in writing if obtained from the holders
of three-quarters of the total number of issued shares of the class concerned within
two months of such General Meeting shall be as valid and effectual as a Special
Resolution carried at such General Meeting. The foregoing provisions of this Article
shall apply to the variation or abrogation of the special rights attached to some only of
the shares of any class as if each group of shares of the class differently treated
formed a separate class the special rights whereof are to be varied.
(B) The repayment of preference capital other than redeemable preference capital, or any
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 the General
Meeting, consent in writing if obtained from the holders of three-fourths of the
preference shares concerned within two months of the General Meeting, shall be as
valid and effectual as a special resolution carried at the General Meeting.
(C) The special rights attached to any class of shares having preferential rights shall not,
unless otherwise expressly provided by the terms of issue thereof, be deemed to be
varied by the creation or issue of further shares ranking as regards participation in the
profits or assets of the Company in some or all respects pari passu therewith but in no
respect in priority thereto.
6. (A) Subject to any direction to the contrary that may be given by the Company in a General
Meeting or except as permitted under the listing rules of the Singapore Exchange Securities
Trading Limited, all new shares shall, before issue, be offered to such persons who as at the
date of the offer are entitled to receive notices from the Company of general meetings in
proportion, as far as the circumstances admit, to the number of the existing shares to which
they are entitled. The offer shall be made by notice specifying the number of shares offered,
and limiting a time within which the offer, if not accepted, will be deemed to be declined, and,
after the expiration of that time, or on the receipt of an intimation from the person to whom
the offer is made that he declines to accept the shares offered, the Directors may dispose of
those shares in such manner as they think most beneficial to the Company. The Directors
may likewise so dispose of any new shares which (by reason of the ratio which the new
shares bear to shares held by persons entitled to an offer of new shares) cannot, in the
opinion of the Directors, be conveniently offered under this Article 6(A).
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(B) Notwithstanding Article 6(A), the Company may pursuant to Section 161 of the Act by
Ordinary Resolution in General Meeting give to the Directors a general authority, either
unconditionally or subject to such conditions as may be specified in the Ordinary Resolution,
to issue:
(a) shares in the capital of the Company (whether by way of bonus, rights or otherwise);
(b) convertible securities;
(c) additional convertible securities arising from adjustments made to the number of
convertible securities previously issued in the event of rights, bonus or capitalisation
issues (notwithstanding that the general authority may have ceased to be in force at
the time the securities are issued) provided that the adjustment does not give the
holder a benefit that a shareholder does not receive; or
(d) shares arising from the conversion of convertible securities in (b) and (c) above
(notwithstanding that the general authority may have ceased to be in force at the time
the securities are to be issued), at any time and upon such terms and conditions for
such purposes as the Directors may in their absolute discretion deem fit provided that
the aggregate number of shares and convertible securities to be issued pursuant to
such authority does not exceed such limit(s) as may be prescribed or permitted by the
Singapore Exchange Securities Trading Limited (or any other stock exchange upon
which the shares in the Company may be listed); and unless previously revoked or
varied by the Company in General Meeting, such authority to issue shares and
convertible securities does not continue beyond the conclusion of the Annual General
Meeting of the Company next following the passing of the Ordinary Resolution or the
date by which such Annual General Meeting is required to be held, or the expiration of
such other period as may be prescribed by the Act (whichever is the earliest).
(e) Notwithstanding Article 6(A) above but subject to the Act, the Directors shall not be
required to offer any new shares to members to whom by reason of foreign securities
laws such offers may not be made without registration of the shares or a prospectus
or other document, but may sell the entitlements to the new shares on behalf of such
Members in such manner as they think most beneficial to the Company.
(C) Except so far as otherwise provided by the conditions of issue or by these Articles, all new
shares shall be subject to the provisions of the Act and of these Articles with reference to
allotment, payment of calls, lien, transfer, transmission, forfeiture and otherwise.
7. The Company may by Ordinary Resolution alter its share capital in the manner permitted under the
Act including without limitation:
(a) consolidate and divide all or any of its share capital;
(b) cancel any number of shares which, at the date of the passing of the resolution, have not
been taken or agreed to be taken, by any person and diminish the amount of its capital by
the amount of the shares so cancelled;
(c) sub-divide its shares, or any of them so that in the sub-division, the proportion between the
amount paid and the amount, if any, unpaid on each reduced share shall be the same as it
was in the case of the share from which the reduced share is derived; or
(d) subject to the provisions of the Act, convert any class of shares into any other class of
shares.
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8. (A) The Company may reduce its share capital or other undistributable reserve in any manner
and with and subject to any requirements and consents required by law. Without prejudice to
the generality of the foregoing, upon cancellation of any share purchased or otherwise
acquired by the Company pursuant to these presents and the Act, the number of issued
shares of the Company shall be diminished by the number of shares so cancelled, and
where any such cancelled shares were purchased or acquired out of the capital of the
Company, the amount of the share capital of the Company shall be reduced accordingly
(B) Subject to and in accordance with the provisions of the Act, the listing rules of the Singapore
Exchange Securities Trading Limited, and other written law, the Company may authorise the
Directors in General Meeting to purchase or otherwise acquire ordinary shares, stocks,
preference shares, options, debentures, debenture stocks, bonds, obligations, securities and
all other equity, derivative, debt and financial instruments issued by it on such terms as the
Company may think fit and in the manner prescribed by the Act. All shares purchased by
the Company shall, unless held by the Company as treasury shares in accordance with the
Act, be deemed to be cancelled immediately on purchase or acquisition by the Company.
On the cancellation of any share as aforesaid, the rights and privileges attached to that
share shall expire. In any other instance, the Company may hold and/or deal with any such
share which is so purchased or acquired by it in such manner as may be permitted by, and
in accordance with, the Act.
13. The Company shall not exercise any right in respect of treasury shares other than as
provided by the Act. Subject thereto, the Company may hold and/or deal with its
treasury shares in the manner authorised or prescribed by the Act.
149. (A) The Directors may retain any dividend or other moneys payable on or in respect of a
share on which the 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.
(B) The Directors may retain the dividends payable upon shares in respect of which any
person is under the provisions as to the transmission of shares hereinbefore contained
entitled to become a member, or which any person is under those provisions entitled
to transfer, until such person shall become a member in respect of such shares or
shall transfer the same.
(C) The payment by the Directors of any unclaimed dividends or other moneys payable on
or in respect of a share into a separate account shall not constitute the Company a
trustee in respect thereof. All dividends unclaimed after being declared may be
invested or otherwise made use of by the Directors for the benefit of the Company and
any dividend unclaimed after a period of six years from the date of declaration of such
dividend may be forfeited and if so shall revert to the Company but the 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. For the
avoidance of doubt no Member shall be entitled to any interest, share of revenue or
other benefit arising from any unclaimed dividends, howsoever and whatsoever. If the
Depositor returns any such dividend or money to the Company, the relevant Depositor
shall not have any right or claim in respect of such dividend or money against the
Company if a period of six years has elapsed from the date of the declaration of such
dividend or the date on which such other money was first payable.
(D) A payment by the Company to the Depositor of any dividend or other money payable
to a Depositor shall, to the extent of the payment made, discharge the Company from
any liability to the Depositor in respect of that payment.
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APPENDIX I – THE PROPOSED NEW ARTICLES OF ASSOCIATION
OF THE COMPANY
THE COMPANIES ACT, CHAPTER 50
PUBLIC COMPANY LIMITED BY SHARES
NEW
ARTICLES OF ASSOCIATION
OF
(Adopted by Special Resolution

passed on [] 2014)
PRELIMINARY
1. The regulations contained in Table “A” in the Fourth Schedule to the Companies Act, Cap. 50 shall
not apply to the Company, but the following shall subject to repeal, addition and alteration as
provided by the Act or these Articles be the regulations of the Company.
2. In these Articles, if not inconsistent with the subject or context, the words standing in the first
column of the Table next hereinafter contained shall bear the meanings set opposite to them
respectively in the second column thereof:
WORDS MEANINGS
“The Act” The Companies Act, Cap. 50 or any statutory modification, amendment or
re-enactment thereof for the time being in force or any and every other act for
the time being in force concerning companies and affecting the Company and
any reference to any provision of the Act is to that provision as so modified,
amended or re-enacted or contained in any such subsequent Companies Act.
“These Articles” These Articles of Association or other regulations of the Company for the time
being in force.
“The Company” The abovenamed Company by whatever name from time to time called.
“Directors” The Directors for the time being of the Company or such number of them as
have authority to act for the Company.
“Director” Includes any person acting as a Director of the Company and includes any
person duly appointed and acting for the time being as an Alternate Director.
“Dividend” Includes bonus.
“Month” Calendar month.
“Office” The Registered Office of the Company for the time being.
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OF THE COMPANY
“Managing Includes Chief Executive Officer or any director performing the duties of a
Director” Managing Director, whether he is called a Managing Director or any other title.
“Paid up” Includes credited as paid up.
“Seal” The Common Seal of the Company or in appropriate cases the Official Seal or
duplicate Common Seal.
“Secretary” The Secretary or Secretaries appointed under these Articles and shall include
any person entitled to perform the duties of Secretary temporarily.
“Singapore” The Republic of Singapore.
“Writing” and Includes printing, lithography, typewriting and any other mode of representing or
“Written reproducing words in visible form.
“Year” Calendar year.
The expressions “Ordinary Resolution”, “Special Resolution”, “treasury shares”, “Depositor”,

“Depository”, “Depository Agent” and “Depository Register” shall have the meanings ascribed to
them respectively in the Act.
References in these Articles to “holders” of shares or a class of shares shall:
(a) exclude the Depository except where otherwise expressly provided in these Articles or where
the term “registered holders” or “registered holder” is used in these Articles;
(b) where the context so requires, be deemed to include references to Depositors whose names
are entered in the Depository Register in respect of those shares; and
(c) where the Act requires, exclude the Company where it is a holder of any share by reason of
its holding of its shares as treasury shares,
and “holding” and “held” shall be construed accordingly.
All such of the provisions of these Articles as are applicable to paid-up shares shall apply to stock,
and the words “share” and “shareholder” shall be construed accordingly.
Subject as aforesaid, any words or expressions defined in the Act and the Interpretation Act, Cap.
1 shall if not inconsistent with the subject or context, bear the same meanings in these Articles.
Words denoting the singular number only shall include the plural and vice versa.
Words denoting the masculine gender only shall include the feminine gender.
Words denoting persons shall include corporations.
The headnotes are inserted for convenience only and shall not affect the construction of these
Articles.
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OF THE COMPANY
ISSUE OF SHARES
3. Subject to the Act, no shares may be issued by the Directors without the prior approval of the
Company in General Meeting but subject thereto and to Article 6, and to any special rights
attached to any shares for the time being issued, the Directors may allot or grant options over or
otherwise dispose of the same to such persons on such terms and conditions and for such
consideration or for no consideration and at such time and subject or not to the payment of any
part of the amount thereof in cash as the Directors may think fit, and any shares may be issued
with such preferential, deferred, qualified or special rights, privileges or conditions as the Directors
may think fit, and preference shares may be issued which are or at the option of the Company are
liable to be redeemed, the terms and manner of redemption being determined by the Directors,
Provided always that:
(a) no shares shall be issued to transfer a controlling interest in the Company without the prior
approval of the members in a General Meeting;
(b) (subject to any direction to the contrary that may be given by the Company in a General
Meeting) any issue of shares for cash to members holding shares of any class shall be
offered to such members in proportion as nearly as may be to the number of shares of such
class then held by them and the provisions of the second sentence of Article 6(A) with such
adaptations as are necessary shall apply; and
(c) the rights attaching to shares of a class other than ordinary shares shall be expressed in the
resolution creating the same.
4. (A) In the event of preference shares being issued, the total number of issued preference shares
shall not at any time exceed the total number of the issued ordinary shares and preference
shareholders shall have the same rights as ordinary shareholders as regards receiving of
notices, reports and balance sheets and attending General Meetings of the Company, and
preference shareholders shall also have the right to vote at any meeting convened for the
purpose of reducing the capital or winding-up or sanctioning a sale of the undertaking of the
Company or where the proposal to be submitted to the meeting directly affects their rights
and privileges or when the dividend on the preference shares is more than six months in
arrear.
(B) The Company has power to issue further preference capital ranking equally with, or in
priority to, preference shares already issued.
VARIATION OF RIGHTS
5. (A) Whenever the share capital of the Company is divided into different classes of shares, the
special 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 Act, be varied or abrogated either
with the consent in writing of the holders of three-quarters of the total number of issued
shares of the class or with the sanction of a Special Resolution passed at a separate
General Meeting of the holders of the shares of the class (but not otherwise) and may be so
varied or abrogated either whilst the Company is a going concern or during or in
contemplation of a winding-up. To every such separate General Meeting, all the provisions
of these Articles relating to General Meetings of the Company and to the proceedings
thereat shall mutatis mutandis apply, except that the necessary quorum shall be two persons
at least holding or representing by proxy at least one-third of the total number of issued
shares of the class and that any holder of shares of the class present in person or by proxy
may demand a poll and that every such holder shall on a poll have one vote for every share
of the class held by him, Provided always that where the necessary majority for such a
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Special Resolution is not obtained at such General Meeting, consent in writing if obtained
from the holders of three-quarters of the total number of issued shares of the class
concerned within two months of such General Meeting shall be as valid and effectual as a
Special Resolution carried at such General Meeting. The foregoing provisions of this Article
shall apply to the variation or abrogation of the special rights attached to some only of the
shares of any class as if each group of shares of the class differently treated formed a
separate class the special rights whereof are to be varied.
(B) The repayment of preference capital other than redeemable preference capital, or any
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 the General Meeting,
consent in writing if obtained from the holders of three-fourths of the preference shares
concerned within two months of the General Meeting, shall be as valid and effectual as a
special resolution carried at the General Meeting.
(C) The special rights attached to any class of shares having preferential rights shall not, unless
otherwise expressly provided by the terms of issue thereof, be deemed to be varied by the
creation or issue of further shares ranking as regards participation in the profits or assets of
the Company in some or all respects pari passu therewith but in no respect in priority
thereto.
ALTERATION OF SHARE CAPITAL
6. (A) Subject to any direction to the contrary that may be given by the Company in a General
Meeting or except as permitted under the listing rules of the Singapore Exchange Securities
Trading Limited, all new shares shall, before issue, be offered to such persons who as at the
date of the offer are entitled to receive notices from the Company of general meetings in
proportion, as far as the circumstances admit, to the amount of the existing shares to which
they are entitled. The offer shall be made by notice specifying the number of shares offered,
and limiting a time within which the offer, if not accepted, will be deemed to be declined, and,
after the expiration of that time, or on the receipt of an intimation from the person to whom
the offer is made that he declines to accept the shares offered, the Directors may dispose of
those shares in such manner as they think most beneficial to the Company. The Directors
may likewise so dispose of any new shares which (by reason of the ratio which the new
shares bear to shares held by persons entitled to an offer of new shares) cannot, in the
opinion of the Directors, be conveniently offered under this Article 6(A).
(B) Notwithstanding Article 6(A), the Company may pursuant to Section 161 of the Act by
Ordinary Resolution in General Meeting give to the Directors a general authority, either
unconditionally or subject to such conditions as may be specified in the Ordinary Resolution,
to issue:
(a) shares in the capital of the Company (whether by way of bonus, rights or otherwise);
(b) convertible securities;
(c) additional convertible securities arising from adjustments made to the number of
convertible securities previously issued in the event of rights, bonus or capitalisation
issues (notwithstanding that the general authority may have ceased to be in force at
the time the securities are issued) provided that the adjustment does not give the
holder a benefit that a shareholder does not receive; or
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(d) shares arising from the conversion of convertible securities in (b) and (c) above
(notwithstanding that the general authority may have ceased to be in force at the time
the securities are to be issued), at any time and upon such terms and conditions for
such purposes as the Directors may in their absolute discretion deem fit provided that
the aggregate number of shares and convertible securities to be issued pursuant to
such authority does not exceed such limit(s) as may be prescribed or permitted by the
Singapore Exchange Securities Trading Limited (or any other stock exchange upon
which the shares in the Company may be listed); and unless previously revoked or
varied by the Company in General Meeting, such authority to issue shares and
convertible securities does not continue beyond the conclusion of the Annual General
Meeting of the Company next following the passing of the Ordinary Resolution or the
date by which such Annual General Meeting is required to be held, or the expiration of
such other period as may be prescribed by the Act (whichever is the earliest).
(e) Notwithstanding Article 6(A) above but subject to the Act, the Directors shall not be
required to offer any new shares to members to whom by reason of foreign securities
laws such offers may not be made without registration of the shares or a prospectus
or other document, but may sell the entitlements to the new shares on behalf of such
Members in such manner as they think most beneficial to the Company.
(C) Except so far as otherwise provided by the conditions of issue or by these Articles, all new
shares shall be subject to the provisions of the Act and of these Articles with reference to
allotment, payment of calls, lien, transfer, transmission, forfeiture and otherwise.
7. The Company may by Ordinary Resolution alter its share capital in the manner permitted under the
Act including without limitation:
(a) consolidate and divide all or any of its share capital;
(b) cancel any number of shares which, at the date of the passing of the resolution, have not
been taken or agreed to be taken, by any person and diminish the amount of its capital by
the amount of the shares so cancelled;
(c) sub-divide its shares, or any of them so that in the sub-division, the proportion between the
amount paid and the amount, if any, unpaid on each reduced share shall be the same as it
was in the case of the share from which the reduced share is derived; or
(d) subject to the provisions of the Act, convert any class of shares into any other class of
shares.
8. (A) The Company may reduce its share capital or other undistributable reserve in any manner
and with and subject to any requirements and consents required by law. Without prejudice to
the generality of the foregoing, upon cancellation of any share purchased or otherwise
acquired by the Company pursuant to these presents and the Act, the number of issued
shares of the Company shall be diminished by the number of shares so cancelled, and
where any such cancelled shares were purchased or acquired out of the capital of the
Company, the amount of the share capital of the Company shall be reduced accordingly
(B) Subject to and in accordance with the provisions of the Act, the listing rules of the Singapore
Exchange Securities Trading Limited, and other written law, the Company may authorise the
Directors in General Meeting to purchase or otherwise acquire ordinary shares, stocks,
preference shares, options, debentures, debenture stocks, bonds, obligations, securities and
all other equity, derivative, debt and financial instruments issued by it on such terms as the
Company may think fit and in the manner prescribed by the Act. All shares purchased by
the Company shall, unless held by the Company as treasury shares in accordance with the
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Act, be deemed to be cancelled immediately on purchase or acquisition by the Company.

On the cancellation of any share as aforesaid, the rights and privileges attached to that
share shall expire. In any other instance, the Company may hold and/or deal with any such
share which is so purchased or acquired by it in such manner as may be permitted by, and
in accordance with, the Act.
SHARES
9. Except as required by law, no person shall be recognised by the Company as holding any share
upon any trust, and the Company shall not be bound by or compelled in any way to recognise any
equitable, contingent, future or partial interest in any share, or any interest in any fractional part of
a share, or (except only as by these Articles or by law otherwise provided) any other right in
respect of any share, except an absolute right to the entirety thereof in the person (other than the
Depository) entered in the Register of Members as the registered holder thereof or (as the case
may be) person whose name is entered in the Depository Register in respect of that share.
10. Without prejudice to any special rights previously conferred on the holders of any shares or class of
shares for the time being issued, any share in the Company may be issued with such preferred,
deferred or other special rights, or subject to such restrictions, whether as regards dividend, return
of capital, voting or otherwise, as the Company may from time to time by Ordinary Resolution
determine (or, in the absence of any such determination, as the Directors may determine) and
subject to the provisions of the Act, the Company may issue preference shares which are, or at the
option of the Company are liable, to be redeemed.
11. Subject to the provisions of these Articles and of the Act relating to authority, pre-emption rights
and otherwise and of any resolution of the Company in a General Meeting passed pursuant
thereto, all unissued shares shall be at the disposal of the Directors and they may allot (with or
without conferring a right of renunciation), grant options over or otherwise dispose of them to such
persons, at such times and on such terms as they think proper.
12. The Company may pay such commissions or brokerage as may be lawful on any issue of shares at
such rate or amount and in such manner as the Directors may deem fit. Such commissions or
brokerage may be satisfied by the payment of cash or the allotment of fully or partly paid shares or
partly in one way and partly in the other.
13. The Company shall not exercise any right in respect of treasury shares other than as provided by
the Act. Subject thereto, the Company may hold and/or deal with its treasury shares in the manner
authorised or prescribed by the Act.
14. Subject to the terms and conditions of any application for shares, the Directors shall allot shares
applied for within ten market days of the closing date (or such other period as may be approved by
any Stock Exchange upon which the shares in the Company may be listed) of any such
application. The term “market day” shall have the meaning ascribed to it in Article 18. The
Directors may, at any time after the allotment of any share but before any person has been entered
in the Register of Members as the holder or (as the case may be) before that share is entered
against the name of a Depositor in the Depository Register, recognise a renunciation thereof by the
allottee in favour of some other person and may accord to any allottee of a share a right to effect
such renunciation upon and subject to such terms and conditions as the Directors may think fit to
impose.
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OF THE COMPANY
15. Neither the Company nor its Directors nor any of its officers shall incur any liability for registering or
acting upon a transfer of shares apparently made by sufficient parties, although the same may, by
reason of any fraud or other cause not known to the Company or its Directors or other officers, be
legally inoperative or insufficient to pass the property in the shares proposed or professed to be
transferred, and although the transfer may, as between the transferor and transferee, be liable to be
set aside, and notwithstanding that the Company may have notice that such instrument of transfer
was signed or executed and delivered by the transferor in blank as to the name of the transferee or
the particulars of the shares transferred, or otherwise in defective manner. And in every such case,
the person registered as transferee, his executors, administrators and assigns, alone shall be
entitled to be recognised as the holder of such shares and the previous holder shall, so far as the
Company is concerned, be deemed to have transferred his whole title thereto.
SHARE CERTIFICATES
16. The certificate of title to shares or debentures in the capital of the Company shall be issued under
the seal in such form as the Directors shall from time to time prescribe and may bear the
autographic or facsimile signatures of at least two Directors, or of one Director and the Secretary or
some other person appointed by the Directors in place of the Secretary for the purpose, and shall
specify the number and class of shares to which it relates, the amounts paid thereon, the amount
(if any) unpaid on the shares and the extent to which the shares are paid up. The facsimile
signatures may be reproduced by mechanical or other means provided the method or system of
reproducing signatures has first been approved by the auditors of the Company.
17. (A) The Company shall not be bound to register more than three persons as the registered joint
holders of a share except in the case of executors, trustees or administrators of the estate of
a deceased member.
(B) If two or more persons are registered as joint holders of any share any one of such persons
may give effectual receipts for any dividend payable in respect of such share and the joint
holders of a share shall, subject to the provisions of the Act, be severally as well as jointly
liable for the payment of all instalments and calls and interest due in respect of such shares.
(C) Only the person whose name stands first in the Register of Members as one of the joint
holders of any share shall be entitled to delivery of the certificate relating to such share or to
receive notices from the Company and any notice given to such person shall be deemed
notice to all the joint holders. Only the person whose name stands first in the Depository
Register shall be entitled to receive notices from the Company and any notice given to such
person shall be deemed notice to all the joint holders.
18. Subject to the payment of all or any part of the stamp duty payable (if any) on each share
certificate prior to the delivery thereof which the Directors in their absolute discretion may require,
every person whose name is entered as a member in the Register of Members shall be entitled to
receive within ten market days of the closing date of any application for shares (or such other
period as may be approved by any Stock Exchange upon which the shares of the Company may
be listed) or within 15 market days after the date of lodgement of a registrable transfer (or such
other period as may be approved by any Stock Exchange upon which the shares of the Company
may be listed) one certificate for all his shares of any one class or several certificates in reasonable
denominations each for a part of the shares so allotted or transferred. Where such a member
transfers part only of the shares comprised in a certificate or where such a member requires the
Company to cancel any certificate or certificates and issue new certificate(s) for the purpose of
subdividing his holding in a different manner, the old certificate or certificates shall be cancelled
and a new certificate or certificates for the balance of such shares issued in lieu thereof and such
member shall pay all or any part of the stamp duty payable (if any) on each share certificate prior
to the delivery thereof which the Directors in their absolute discretion may require and a maximum
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OF THE COMPANY
fee of $2 for each new certificate or such other fee as the Directors may from time to time
determine having regard to any limitation thereof as may be prescribed by any Stock Exchange
upon which the shares in the Company may be listed. For the purposes of this Article 18, the term
“market day” shall mean a day on which the Singapore Exchange Securities Trading Limited is
open for trading in securities. Where the member is a Depositor the delivery by the Company to the
Depository of provisional allotments or share certificates in respect of the aggregate entitlements of
Depositors to new shares offered by way of rights issue or other preferential offering or bonus issue
shall to the extent of the delivery discharge the Company from any further liability to each such
Depositor in respect of his individual entitlement.
19. The retention by the Directors of any unclaimed share certificates (or stock certificates as the case
may be) shall not constitute the Company a trustee in respect thereof. Any share certificate (or
stock certificate as the case may be) unclaimed after a period of six (6) years from the date of
issue of such share certificate (or stock certificate as the case may be) may be forfeited and if so
shall be dealt with in accordance with Articles 30, 31, 32, 33, 34, 35 and 39, mutatis mutandis.
20. (A) Any two or more certificates representing shares of any one class held by any person whose
name is entered in the Register of Members may at his request be cancelled and a single
new certificate for such shares issued in lieu without charge.
(B) If any person whose name is entered in the Register of Members shall surrender for
cancellation a share certificate representing shares held by him and request the Company to
issue in lieu two or more share certificates representing such shares in such proportions as
he may specify, the Directors may, if they think fit, comply with such request. Such person
shall (unless such fee is waived by the Directors) pay a maximum fee of $2 for each share
certificate issued in lieu of a share certificate surrendered for cancellation or such other fee
as the Directors may from time to time determine having regard to any limitation thereof as
may be prescribed by any Stock Exchange upon which the shares in the Company may be
listed.
(C) In the case of shares registered jointly in the names of several persons, any such request
may be made by any one of the registered joint holders.
21. Subject to the provisions of the Act, if any share certificates shall be defaced, worn-out, destroyed,
lost or stolen, it may be renewed on such evidence being produced and a letter of indemnity (if
required) being given by the shareholder, transferee, person entitled, purchaser, member firm or
member company of any Stock Exchange upon which the Company is listed or on behalf of its or
their client or clients as the Directors of the Company shall require, and (in case of defacement or
wearing out) on delivery up of the old certificate and in any case on payment of such sum not
exceeding $2 as the Directors may from time to time require together with the amount of the proper
duty with which such share certificate is chargeable under any law for the time being in force
relating to stamps. In the case of destruction, loss or theft, a shareholder or person entitled to
whom such renewed certificate is given shall also bear the loss and pay to the Company all
expenses incidental to the investigations by the Company of the evidence of such destruction or
loss.
22. When any shares under the powers in these Articles herein contained are sold by the Directors
and the certificate thereof has not been delivered up to the Company by the former holder of the
said shares, the Directors may issue a new certificate for such shares distinguishing it in such
manner as they may think fit from the certificate not so delivered up.
CALLS ON SHARES
23. The Directors may from time to time make calls upon the members in respect of any moneys
unpaid on their shares but subject always to the terms of issue of such shares. A call shall be
deemed to have been made at the time when the resolution of the Directors authorising the call
was passed and may be made payable by instalments.
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OF THE COMPANY
24. Each member shall (subject to receiving at least 14 days’ notice specifying the time or times and
place of payment) pay to the Company at the time or times and place so specified the amount
called on his shares. The joint holders of a share shall be jointly and severally liable to pay all calls
in respect thereof. A call may be revoked or postponed as the Directors may determine.
25. If a sum called in respect of a share is not paid before or on the day appointed for payment thereof,
the person from whom the sum is due shall pay interest on the sum from the day appointed for
payment thereof to the time of actual payment at such rate (not exceeding ten per cent. per annum)
as the Directors determine but the Directors shall be at liberty in any case or cases to waive
payment of such interest wholly or in part.
26. Any sum which by the terms of issue of a share becomes payable upon allotment or at any fixed
date shall for all the purposes of these Articles be deemed to be a call duly made and payable on
the date on which by the terms of issue the same becomes payable. In case of non-payment, all
the relevant provisions of these Articles as to payment of interest and expenses, forfeiture or
otherwise shall apply as if such sum had become payable by virtue of a call duly made and
notified.
27. The Directors may on the issue of shares differentiate between the holders as to the amount of
calls to be paid and the times of payment.
28. The Directors may, if they think fit, receive from any member willing to advance the same all or any
part of the moneys uncalled and unpaid upon the shares held by him and such payment in
advance of calls shall extinguish pro tanto the liability upon the shares in respect of which it is
made and upon the moneys so received (until and to the extent that the same would but for such
advance become payable) the Company may pay interest at such rate (not exceeding eight per
cent. per annum) as the member paying such sum and the Directors may agree. Capital paid on
shares in advance of calls shall not, while carrying interest, confer a right to participate in profits
and until appropriated towards satisfaction of any call shall be treated as a loan to the Company
and not as part of its capital and shall be repayable at any time if the Directors so decide.
FORFEITURE AND LIEN
29. If a member fails to pay in full any call or instalment of a call on the due date for payment thereof,
the Directors may at any time thereafter serve a notice on him requiring payment of so much of the
call or instalment as is unpaid together with any interest which may have accrued thereon and any
expenses incurred by the Company by reason of such non-payment.
30. The notice shall name a further day (not being less than 14 days from the date of service of the
notice) on or before which and the place where the payment required by the notice is to be made,
and shall state that in the event of non-payment in accordance therewith, the shares on which the
call has been made will be liable to be forfeited.
31. If the requirements of any such notice as aforesaid are not complied with, any share in respect of
which such notice has been given may at any time thereafter, before payment of all calls and
interest and expenses due in respect thereof has been made, be forfeited by a resolution of the
Directors to that effect. Such forfeiture shall include all dividends declared in respect of the forfeited
share and not actually paid before forfeiture. The forfeiture or surrender of a share shall involve the
extinction at the time of forfeiture or surrender of all interest in and all claims and demands against
the Company in respect of the share, and all other rights and liabilities incidental to the share as
between the Member whose share is forfeited or surrendered and the Company, except only such
of those rights and liabilities as are by these Articles expressly saved, or as are by the Act given or
imposed in the case of past Members. The Directors may accept a surrender of any share liable to
be forfeited hereunder.
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OF THE COMPANY
32. When any share has been forfeited in accordance with these Articles, notice of the forfeiture shall
forthwith be given to the holder of the share or to the person entitled to the share by transmission,
as the case may be, and an entry of such notice having been given, and of the forfeiture with the
date thereof, shall forthwith be made in the Register of Members or in the Depository Register (as
the case may be) opposite to the share; but the provisions of this Article are directory only, and no
forfeiture shall be in any manner invalidated by any omission or neglect to give such notice or to
make such entry as aforesaid.
33. Notwithstanding any such forfeiture as aforesaid, the Directors may, at any time before the forfeited
share has been otherwise disposed of, annul the forfeiture, upon the terms of payment of all calls
and interest due thereon and all expenses incurred in respect of the share and upon such further
terms (if any) as they shall see fit.
34. A share so forfeited or surrendered shall become the property of the Company and may be sold,
re-allotted or otherwise disposed of either to the person who was before such forfeiture or
surrender the holder thereof or entitled thereto or to any other person upon such terms and in such
manner as the Directors shall think fit and at any time before a sale, re-allotment or disposition, the
forfeiture or surrender may be cancelled on such terms as the Directors think fit. The Directors may,
if necessary, authorise some person to transfer or effect the transfer of a forfeited or surrendered
share to any such other person as aforesaid.
35. A member whose shares have been forfeited or surrendered shall cease to be a member in
respect of the shares but shall notwithstanding the forfeiture or surrender remain liable to pay to the
Company all moneys which at the date of forfeiture or surrender were presently payable by him to
the Company in respect of the shares with interest thereon at eight per cent. per annum (or such
lower rate as the Directors may determine) from the date of forfeiture or surrender until payment
and the Directors may at their absolute discretion enforce payment without any allowance for the
value of the shares at the time of forfeiture or surrender or waive payment in whole or in part.
36. The Company shall have a first and paramount lien on every share (not being a fully paid share) in
the name of each Member (whether solely or jointly with others) and on the dividends declared or
payable in respect thereof for all unpaid calls and instalments due on any such share and interest
and expenses thereon but such lien shall only be upon the specific shares in respect of which such
calls or instalments are due and unpaid and for all moneys as the Company may be called upon by
law to pay in respect of the shares of the member or deceased member. The Directors may waive
any lien which has arisen and may resolve that any share shall for some limited period be exempt
wholly or partially from the provisions of this Article.
37. The Company may sell in such manner as the Directors think fit any share on which the Company
has a lien, but no sale shall be made unless some sum in respect of which the lien exists is
presently payable nor until the expiration of 14 days after a notice in writing stating and demanding
payment of the sum presently payable and giving notice of intention to sell in default shall have
been given to the holder for the time being of the share or the person entitled thereto by reason of
his death or bankruptcy.
38. The residue of the proceeds of such sale pursuant to Article 37 after the satisfaction of the unpaid
calls and accrued interest and expenses of such sale shall be paid to the person entitled to the
shares at the time of the sale or to his executors, administrators or assigns, as he may direct. For
the purpose of giving effect to any such sale, the Directors may authorise some person to transfer
or effect the transfer of the shares sold to the purchaser.
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OF THE COMPANY
39. A statutory declaration in writing that the declarant is a Director or the Secretary of the Company
and that a share has been duly forfeited or surrendered or sold or disposed to satisfy a lien of the
Company on a date stated in the declaration shall be conclusive evidence of the facts therein
stated as against all persons claiming to be entitled to the share. Such declaration and the receipt
of the Company for the consideration (if any) given for the share on the sale, re-allotment or
disposal thereof together (where the same be required) with the share certificate delivered to a
purchaser (or where the purchaser is a Depositor, to the Depository) or allottee thereof shall
(subject to the execution of a transfer if the same is required) constitute a good title to the share
and the share shall be registered in the name of the person to whom the share is sold, re-allotted
or disposed of or, where such person is a Depositor, the Company shall procure that his name be
entered in the Depository Register in respect of the share so sold, re-allotted or disposed of. Such
person shall not be bound to see to the application of the purchase money (if any) nor shall his title
to the share be affected by any irregularity or invalidity in the proceedings relating to the forfeiture,
surrender, sale, re-allotment or disposal of the share.
TRANSFER OF SHARES
40. All transfers of the legal title in shares may be effected by the registered holders thereof by transfer
in writing in the form for the time being approved by any Stock Exchange upon which the Company
may be listed or any other form acceptable to the Directors. The instrument of transfer of any
share shall be signed by or on behalf of both the transferor and the transferee and be witnessed
Provided that an instrument of transfer in respect of which the transferee is the Depository shall be
effective although not signed or witnessed by or on behalf of the Depository. The transferor shall
remain the holder of the shares concerned until the name of the transferee is entered in the
Register of Members in respect thereof.
41. The Register of Members may be closed at such times and for such period as the Directors may
from time to time determine Provided always that such Register shall not be closed for more than
30 days in any year Provided always that the Company shall give prior notice of such closure as
may be required to any Stock Exchange upon which the Company may be listed, stating the period
and purpose or purposes for which the closure is made.
42. (A) There shall be no restriction on the transfer of fully paid up shares (except where required by
law, the listing rules of any Stock Exchange upon which the shares of the Company may be
listed or the rules and/or bye-laws governing any Stock Exchange upon which the shares of
the Company may be listed) but the Directors may in their discretion decline to register any
transfer of shares upon which the Company has a lien and in the case of shares not fully
paid up, may refuse to register a transfer to a transferee of whom they do not approve
Provided always that in the event of the Directors refusing to register a transfer of shares,
they shall within one month beginning with the day on which the application for a transfer of
shares was made, serve a notice in writing to the applicant stating the facts which are
considered to justify the refusal as required by the Act.
(B) The Directors may in their sole discretion refuse to register any instrument of transfer of
shares unless:
(a) all or any part of the stamp duty (if any) payable on each share certificate and such
fee not exceeding $2 as the Directors may from time to time require pursuant to Article
45, is paid to the Company in respect thereof;
(b) the instrument of transfer is deposited at the Office or at such other place (if any) as
the Directors may appoint accompanied by the certificates of the shares to which it
relates, and such other evidence as the Directors may reasonably require to show the
right of the transferor to make the transfer and, if the instrument of transfer is executed
by some other person on his behalf, the authority of the person so to do;
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OF THE COMPANY
(c) the instrument of transfer is in respect of only one class of shares; and
(d) the amount of the proper duty with which each share certificate to be issued in
consequence of the registration of such transfer is chargeable under any law for the
time being in force relating to stamps is tendered.
43. If the Directors refuse to register a transfer of any shares, they shall within one month after the
date on which the transfer was lodged with the Company send to the transferor and the transferee
notice of the refusal as required by the Act.
44. All instruments of transfer which are registered may be retained by the Company, but any
instrument of transfer which the Directors may decline to register shall (except in the case of fraud)
be returned to the person depositing the same.
45. There shall be paid to the Company in respect of the registration of any instrument of transfer or
probate or letters of administration or certificate of marriage or death or stop notice or power of
attorney or other document relating to or affecting the title to any shares or otherwise for making
any entry in the Register of Members affecting the title to any shares such fee not exceeding $2 as
the Directors may from time to time require or prescribe.
46. The Company shall be entitled to destroy all instruments of transfer which have been registered at
any time after the expiration of six years from the date of registration thereof and all dividend
mandates and notifications of change of address at any time after the expiration of six years from
the date of recording thereof and all share certificates which have been cancelled at any time after
the expiration of six years from the date of the cancellation thereof and it shall conclusively be
presumed in favour of the Company that every entry in the Register of Members purporting to have
been made on the basis of an instrument of transfer or other document so destroyed was duly and
properly made and every instrument of transfer so destroyed was a valid and effective instrument
duly and properly registered and every share certificate duly and properly cancelled and every
other document hereinbefore mentioned so destroyed was a valid and effective document in
accordance with the recorded particulars thereof in the books or records of the Company, Provided
always that:
(a) the provisions aforesaid shall apply only to the destruction of a document in good faith and
without notice of any claim (regardless of the parties thereto) to which the document might
be relevant;
(b) nothing herein contained shall be construed as imposing upon the Company any liability in
respect of the destruction of any such document earlier than as aforesaid or in any other
circumstances which would not attach to the Company in the absence of this Article; and
(c) references herein to the destruction of any document include references to the disposal
thereof in any manner.
TRANSMISSION OF SHARES
47. (A) In the case of the death of a member whose name is entered in the Register of Members,
the survivors or survivor where the deceased was a joint holder, and the executors or
administrators of the deceased where he was a sole or only surviving holder, shall be the
only person(s) recognised by the Company as having any title to his interest in the shares.
(B) In the case of the death of a member who is a Depositor, the survivor or survivors where the
deceased is a joint holder, and the executors or administrators of the deceased where he
was a sole or only surviving holder and where such executors or administrators are entered
in the Depository Register in respect of any shares of the deceased member, shall be the
only person(s) recognised by the Company as having any title to his interest in the shares.
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OF THE COMPANY
(C) Nothing in this Article shall release the estate of a deceased holder (whether sole or joint)
from any liability in respect of any share held by him.
48. Any person becoming entitled to the legal title in a share in consequence of the death or
bankruptcy of a person whose name is entered in the Register of Members may (subject as
hereinafter provided) upon supplying to the Company such evidence as the Directors may
reasonably require to show his legal title to the share either be registered himself as holder of the
share upon giving to the Company notice in writing of such desire or transfer such share to some
other person. All the limitations, restrictions and provisions of these Articles relating to the right to
transfer and the registration of transfers of shares shall be applicable to any such notice or transfer
as aforesaid as if the death or bankruptcy of the person whose name is entered in the Register of
Members had not occurred and the notice or transfer were a transfer executed by such person. The
Directors shall have, in respect of a transfer so executed, the same power of refusing registration
as if the event upon which the transmission took place had not occurred, and the transfer were a
transfer executed by the person from whom the title by transmission is derived.
49. Save as otherwise provided by or in accordance with these Articles, a person becoming entitled to
a share pursuant to Article 47(A) or (B) or Article 48 (upon supplying to the Company such
evidence as the Directors may reasonably require to show his title to the share) shall be entitled to
the same dividends and other advantages as those to which he would be entitled if he were the
member in respect of the share except that he shall not be entitled in respect thereof (except with
the authority of the Directors) to exercise any right conferred by membership in relation to meetings
of the Company until he shall have been registered as a member in the Register of Members or his
name shall have been entered in the Depository Register in respect of the share.
50. The Directors may at any time give notice requiring any such person to elect whether to be
registered himself as a Member in the Register of Members or, (as the case may be), entered in
the Depository Register in respect of the share or to transfer the share and if the notice is not
complied with within sixty days the Directors may thereafter withhold payment of all dividends or
other moneys payable in respect of the share until the requirements of the notice have been
complied with.
STOCK
51. The Company may from time to time by Ordinary Resolution convert any paid-up shares into stock
and may from time to time by like resolution reconvert any stock into paid-up shares of any
denomination.
52. The holders of stock may transfer the same or any part thereof in the same manner and subject to
the same Articles and subject to which the shares from which the stock arose might previously to
conversion have been transferred (or as near thereto as circumstances admit) but no stock shall be
transferable except in such units as the Directors may from time to time determine.
53. The holders of stock shall, according to the number of stock units held by them, have the same
rights, privileges and advantages as regards dividend, return of capital, voting and other matters,
as if they held the shares from which the stock arose, but no such privilege or advantage (except
as regards participation in the profits or assets of the Company on winding up) shall be conferred
by the number of stock units which would not, if existing in shares, have conferred such privilege or
advantage; and no such conversion shall affect or prejudice any preference or other special
privileges attached to the shares so converted.
54. All provisions of these Articles applicable to paid up shares shall apply to stock and the words
share and shareholder or similar expression herein shall include stock or stockholder.
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GENERAL MEETINGS
55. An Annual General Meeting shall be held once in every year, at such time (within a period of not
more than 15 months after the holding of the last preceding Annual General Meeting) and place as
may be determined by the Directors. All other General Meetings shall be called Extraordinary
General Meetings.
56. The Directors may whenever they think fit, and shall on requisition in accordance with the Act,
proceed with proper expedition to convene an Extraordinary General Meeting.
NOTICE OF GENERAL MEETINGS
57. Any General Meeting at which it is proposed to pass a Special Resolution or (save as provided by
the Act) a resolution of which special notice has been given to the Company, shall be called by 21
days’ notice in writing at the least and an Annual General Meeting and any other Extraordinary
General Meeting by 14 days’ notice in writing at the least. The period of notice shall in each case
be exclusive of the day on which it is served or deemed to be served and of the day on which the
meeting is to be held and shall be given in manner hereafter mentioned to all members other than
such as are not under the provisions of these Articles entitled to receive such notices from the
Company, Provided that a General Meeting notwithstanding that it has been called by a shorter
notice than that specified above shall be deemed to have been duly called if it is so agreed:
(a) in the case of an Annual General Meeting, by all the members entitled to attend and vote
thereat; and
(b) in the case of an Extraordinary General Meeting, by a majority in number of the members
having a right to attend and vote thereat, being a majority together holding not less than 95
per cent of the total number of shares giving that right,
Provided also that the accidental omission to give notice to or the non-receipt of notice by any
person entitled thereto shall not invalidate the proceedings at any General Meeting. At least 14
days’ notice of any General Meeting shall be given by advertisement in the daily press and in
writing to any Stock Exchange upon which the Company may be listed.
58. (A) Every notice calling a General Meeting shall specify the place and the day and hour of the
meeting, and there shall appear with reasonable prominence in every notice a statement that
a member entitled to attend and vote is entitled to appoint a proxy to attend and vote instead
of him and that a proxy need not be a member of the Company.
(B) In the case of an Annual General Meeting, the notice shall also specify the meeting as such.
(C) In the case of any General Meeting at which business other than routine business is to be
transacted, the notice shall specify the general nature of such business; and if any resolution
is to be proposed as a Special Resolution, the notice shall contain a statement to that effect.
59. Routine business shall mean and include only business transacted at an Annual General Meeting
of the following classes, that is to say:
(a) declaring dividends;
(b) receiving and adopting the accounts, the reports of the Directors and Auditors and other
documents required to be attached or annexed to the accounts;
(c) appointing or re-appointing Directors to fill vacancies arising at the meeting on retirement
whether by rotation or otherwise;
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(d) re-appointing the retiring Auditors (unless they were last appointed otherwise than by the
Company in General Meeting);
(e) fixing the remuneration of the Auditors or determining the manner in which such
remuneration is to be fixed; and
(f) fixing the fees of the Directors proposed to be passed under Article 92.
60. Any notice of a General Meeting to consider special business shall be accompanied by a statement
regarding the effect of any proposed resolution on the Company in respect of such special
business.
PROCEEDINGS AT GENERAL MEETINGS
61. The Chairman of the Board of Directors, failing whom the Deputy Chairman, shall preside as
chairman at a General Meeting. If there be no such Chairman or Deputy Chairman, or if at any
meeting neither be present within five minutes after the time appointed for holding the meeting and
willing to act, the Directors present shall choose one of their number (or, if no Director be present
or if all the Directors present decline to take the chair, the members present shall choose one of
their number) to be chairman of the meeting.
62. No business other than the appointment of a chairman shall be transacted at any General Meeting
unless a quorum is present at the time when the meeting proceeds to business. Save as herein
otherwise provided, the quorum at any General Meeting shall be two or more members present in
person or by proxy (but shall, as required by the Act, exclude the Company where it is a Member
by reason of its holding of treasury shares). For the purpose of this Article, Member includes a
person attending by proxy or by attorney or by a corporate representative in the case of a
corporation which has appointed a corporate representative. Provided that (i) a proxy representing
more than one Member shall only count as one Member for the purpose of determining the
quorum; and (ii) where a Member is represented by more than one (1) proxy such proxies shall
count as only one Member for the purpose of determining the quorum.
63. If within 30 minutes from the time appointed for a General Meeting (or such longer interval as the
chairman of the meeting may think fit to allow) a quorum is not present, the meeting, if convened
on the requisition of members, shall be dissolved. In any other case, it shall stand adjourned to the
same day in the next week (or if that day is a public holiday, then to the next business day following
that public holiday) at the same time and place or such other day, time or place as the Directors
may by not less than ten days’ notice appoint. At the adjourned meeting, any one or more
members present in person or by proxy shall be a quorum.
64. The chairman of any General Meeting at which a quorum is present may with the consent of the
meeting (and shall if so directed by the meeting) adjourn the meeting from time to time (or sine die)
and from place to place, but no business shall be transacted at any adjourned meeting except
business which might lawfully have been transacted at the meeting from which the adjournment
took place. Where a meeting is adjourned sine die, the time and place for the adjourned meeting
shall be fixed by the Directors. When a meeting is adjourned for 30 days or more or sine die, not
less than seven days’ notice of the adjourned meeting shall be given in like manner as in the case
of the original meeting.
65. Save as hereinbefore expressly provided, it shall not be necessary to give any notice of an
adjournment or of the business to be transacted at an adjourned meeting.
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OF THE COMPANY
66. If an amendment shall be proposed to any resolution under consideration but shall in good faith be
ruled out of order by the chairman of the meeting, the proceedings on the substantive resolution
shall not be invalidated by any error in such ruling. In the case of a resolution duly proposed as a
Special Resolution, no amendment thereto (other than a mere clerical amendment to correct a
patent error) may in any event be considered or voted upon.
67. At any General Meeting, a resolution put to the vote of the meeting shall be decided on a show of
hands unless a poll is (before or on the declaration of the result of the show of hands) demanded
by:
(a) the chairman of the meeting; or
(b) not less than five members present in person or by proxy and entitled to vote; or
(c) a member present in person or by proxy and representing not less than one-tenth of the total
voting rights of all the members having the right to vote at the meeting; or
(d) a member present in person or by proxy and holding shares in the Company conferring a
right to vote at the meeting and being shares not less than one-tenth of the total sum paid
on all the shares conferring that right,
Provided always that no poll shall be demanded on the choice of a chairman or on a question of
adjournment. Unless a poll is so demanded (and the demand is not withdrawn) a declaration by the
Chairman that a resolution has been carried or carried unanimously or by a particular majority or
lost and an entry to that effect in the minute book shall be conclusive evidence of the fact without
proof of the number or proportion of the votes recorded in favour of or against the resolution. A
demand for a poll may be withdrawn.
68. A demand for a poll may be withdrawn only with the approval of the meeting. Unless a poll is
required, a declaration by the chairman of the meeting that a resolution has been carried, or
carried unanimously, or by a particular majority, or lost, and an entry to that effect in the minute
book, shall be conclusive evidence of that fact without proof of the number or proportion of the
votes recorded for or against such resolution. If a poll is required, it shall be taken in such manner
(including the use of ballot or voting papers or tickets) as the chairman of the meeting may direct,
and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was
demanded. The chairman of the meeting may (and if so directed by the meeting shall) appoint
scrutineers and may adjourn the meeting to some place and time fixed by him for the purpose of
declaring the result of the poll.
69. If any votes are counted which ought not to have been counted or might have been rejected, the
error shall not vitiate the result of the voting unless it is pointed out at the same general meeting or
at any adjournment thereof, and not in that case unless it shall in the opinion of the Chairman be of
sufficient magnitude.
70. Subject to the Act and the requirements of the Exchange, in the case of an equality of votes,
whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands
takes place or at which the poll is demanded shall be entitled to a second or casting vote in
addition to the votes to which he may be entitled as a Member or as proxy of a Member.
71. A poll demanded on any question shall be taken either immediately or at such subsequent time
(not being more than 30 days from the date of the meeting) and place as the chairman may direct.
No notice need be given of a poll not taken immediately. The demand for a poll shall not prevent
the continuance of the meeting for the transaction of any business other than the question on
which the poll has been demanded.
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OF THE COMPANY
72. The demand for a poll shall not prevent the continuance of a general meeting for the transaction of
any business, other than the question on which the poll has been demanded.
VOTES OF MEMBERS
73. Subject and without prejudice to any special privileges or restrictions as to voting for the time being
attached to any special class of shares for the time being forming part of the capital of the
company and to Article 13, each member entitled to vote may vote in person or by proxy. A person
entitled to more than one vote need not use all his votes or cast all the votes he uses in the same
way. On a show of hands, every member who is present in person or by proxy shall have one vote
provided that if a Member is represented by two proxies, only one of the proxies as determined by
their appointor shall vote on a show of hands and in the absence of such determination, only one
of the proxies as determined by the Chairman (or by a person authorised by him) shall vote on a
show of hands and on a poll, every Member who is present in person or by proxy, attorney or
representative shall have one vote for each share which he holds or represents.
74. Notwithstanding anything contained in these Articles, a Depositor shall not be entitled to attend any
general meeting and to speak and vote thereat unless his name is certified by the Depository to
the Company as appearing on the Depository Register not later than 48 hours before the time of
the relevant general meeting (the cut-off time) as a Depositor on whose behalf the Depository
holds shares in the Company. For the purpose of determining the number of votes which a
Depositor or his proxy may cast on a poll, the Depositor or his proxy shall be deemed to hold or
represent that number of shares entered in the Depositor’s Securities Account at the cut-off time as
certified by the Depository to the Company, or where a Depositor has apportioned the balance
standing to his Securities Account as at the cut-off time between two proxies, to apportion the said
number of shares between the two proxies in the same proportion as specified by the Depositor in
appointing the proxies; and accordingly no instrument appointing a proxy of a Depositor shall be
rendered invalid merely by reason of any discrepancy between the number of shares standing to
the credit of that Depositor’s Securities Account as at the cut-off time, and the true balance
standing to the Securities Account of a Depositor as at the time of the relevant general meeting, if
the instrument is dealt with in such manner as aforesaid.
75. In the case of joint holders of a share, any one of such persons may vote at any meeting, either
personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more
than one of such joint holders be present at any meeting personally or by proxy, that one of the
said persons so present whose name stands first on the Register of Members or the Depository
Register, as the case may be, in respect of such share shall alone be entitled to vote in respect
thereof. For this purpose, several executors or administrators of a deceased shareholder in whose
name any share stands shall be deemed joint holders thereof.
76. Where in Singapore or elsewhere, a receiver or other person (by whatever name called) has been
appointed by any court claiming jurisdiction in that behalf to exercise powers with respect to the
property or affairs of any member on the ground (however formulated) of mental disorder, the
Directors may in their absolute discretion, upon or subject to production of such evidence of the
appointment as the Directors may require, permit such receiver or other person on behalf of such
member to vote in person or by proxy at any General Meeting or to exercise any other right
conferred by membership in relation to meetings of the Company.
77. Subject to the provisions of these Articles, every Member either personally or by proxy or by
attorney or in the case of a corporation by a representative shall be entitled to be present and to
vote at any general meeting and to be reckoned in the quorum thereat in respect of shares fully
paid and in respect of partly paid shares where calls are not due and unpaid. In the event a
member has appointed more than one proxy, only one proxy is counted in determining the quorum.
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OF THE COMPANY
78. No member shall, unless the Directors otherwise determine, be entitled in respect of shares held
by him to vote at a General Meeting either personally or by proxy or to exercise any other right
conferred by membership in relation to meetings of the Company if any call or other sum presently
payable by him to the Company in respect of such shares remains unpaid.
79. No objection shall be raised as to the admissibility of any vote except at the meeting or adjourned
meeting at which the vote objected to is or may be given or tendered and every vote not disallowed
at such meeting shall be valid for all purposes. Any such objection shall be referred to the chairman
of the meeting whose decision shall be final and conclusive.
80. On a poll, votes may be given personally or by proxy and a person entitled to more than one vote
need not use all his votes or cast all the votes he uses in the same way.
81. (A) A member may appoint not more than two proxies to attend and vote at the same General
Meeting Provided that if the member is a Depositor, the Company shall be entitled and
bound:
(a) to reject any instrument of proxy lodged if the Depositor is not shown to have any
shares entered against his name in the Depository Register as at 48 hours before the
time of the relevant General Meeting as certified by the Depository to the Company;
and
(b) to accept as the maximum number of votes which in aggregate the proxy or proxies
appointed by the Depositor is or are able to cast on a poll a number which is the
number of shares entered against the name of that Depositor in the Depository
Register as at 48 hours before the time of the relevant General Meeting as certified by
the Depository to the Company, whether that number is greater or smaller than the
number specified in any instrument of proxy executed by or on behalf of that
Depositor.
(B) The Company shall be entitled and bound, in determining rights to vote and other matters in
respect of a completed instrument of proxy submitted to it, to have regard to the instructions
(if any) given by and the notes (if any) set out in the instrument of proxy.
(C) In any case where a form of proxy appoints more than one proxy, the proportion of the
shareholding concerned to be represented by each proxy shall be specified in the form of
proxy. If no such proportion or number is specified the first named proxy may be treated as
representing 100% of the shareholding and any second named proxy as an alternate to the
first named.
(D) A proxy need not be a member of the Company and shall be entitled to vote on a show of
hands on any question at any general meeting.
(E) Voting right(s) attached to any shares in respect of which a Member has not appointed a
proxy may only be exercised at the relevant general meeting by the member personally or by
his attorney, or in the case of a corporation by its representative.
(F) Where a Member appoints a proxy in respect of more shares than the shares standing to his
name in the Register of Members or, in the case of a Depositor, standing to the credit of that
Depositor’s Securities Account as at the cut-off time as certified by the Depository to the
Company, such proxy may not exercise any of the votes or rights of the shares not registered
in the name of that Member in the Register of Members or standing to the credit of that
Depositor’s Securities Account as at the cut-off time, as the case may be.
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OF THE COMPANY
(G) If the Chairman is appointed as proxy, he may authorise any other person to act as proxy in
his stead. Where the Chairman has authorised another person to act as proxy, such other
person shall be taken to represent all Members whom the Chairman represented as proxy.
(H) Where a person present at a general meeting represents by proxy, attorney or representative
more than one Member on a show of hands:
(a) the person is entitled to one vote only despite the number of Members the person
represents; and
(b) that vote will be taken as having been cast for all the Members the person represents;
and
(c) if the person has been appointed as a proxy under two or more instruments that
specify different ways to vote on a resolution, the person may not vote as a proxy on a
show of hands, however, if the person is a Member, the person may vote on a show of
hands without regard to the proxies the person holds.
82. (A) An instrument appointing a proxy shall be in writing in any usual or common form or in any
other form which the Directors may approve and:
(a) in the case of an individual, shall be signed by the appointor or his attorney; and
(b) in the case of a corporation, shall be either given under its common seal or signed on
its behalf by an attorney or a duly authorised officer of the corporation.
(B) The signature on such instrument need not be witnessed. Where an instrument appointing a
proxy is signed on behalf of the appointor by an attorney, the letter or power of attorney or a
duly certified copy thereof must (failing previous registration with the Company) be lodged
with the instrument of proxy pursuant to Article 83, failing which the instrument may be
treated as invalid.
83. An instrument appointing a proxy must be left at such place or one of such places (if any) as may
be specified for that purpose in or by way of note to or in any document accompanying the notice
convening the meeting (or, if no place is so specified, at the Office) not less than 48 hours before
the time appointed for the holding of the meeting or adjourned meeting or (in the case of a poll
taken otherwise than at or on the same day as the meeting or adjourned meeting) for the taking of
the poll at which it is to be used, and in default shall not be treated as valid. The instrument shall,
unless the contrary is stated thereon, be valid as well for any adjournment of the meeting as for the
meeting to which it relates; Provided that an instrument of proxy relating to more than one meeting
(including any adjournment thereof) having once been so delivered for the purposes of any
meeting shall not be required again to be delivered for the purposes of any subsequent meeting to
which it relates.
84. An instrument appointing a proxy shall be deemed to include the right to demand or join in
demanding a poll, to move any resolution or amendment thereto and to speak at the meeting.
Unless otherwise instructed, a proxy or an attorney shall vote as he thinks fit. The signature on an
instrument appointing a proxy need not be witnessed.
85. A vote cast by proxy shall not be invalidated by the previous death or insanity of the principal or by
the revocation of the appointment of the proxy or of the authority under which the appointment was
made Provided that no intimation in writing of such death, insanity or revocation shall have been
received by the Company at the Office at least one hour before the commencement of the meeting
or adjourned meeting or (in the case of a poll taken otherwise than at or on the same day as the
meeting or adjourned meeting) the time appointed for the taking of the poll at which the vote is
cast.
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OF THE COMPANY
86. Subject to these Articles and the Statutes, the Directors may, at its sole discretion, approve and
implement, subject to such security measures as may be deemed necessary or expedient, such
voting methods to allow Members who are unable to vote in person at any General Meeting the
option to vote in absentia, including but not limited to voting by mail, electronic communications or
facsimile.
CORPORATIONS ACTING BY REPRESENTATIVES
87. Any corporation which is a member of the Company may by resolution of its directors or other
governing body authorise such person as it thinks fit to act as its representative at any meeting of
the Company or of any class of members of the Company. The person so authorised shall be
entitled to exercise the same powers on behalf of such corporation as the corporation could
exercise if it were an individual member of the Company and such corporation shall for the
purposes of these Articles be deemed to be present in person at any such meeting if a person so
authorised is present thereat.
DIRECTORS
88. Subject as hereinafter provided, the Directors, all of whom shall be natural persons, shall not be
less than two nor more than 12 in number. The Company may by Ordinary Resolution from time to
time vary the minimum and/or maximum number of Directors.
89. The Company in general meeting may, subject to the provisions of these Articles, from time to time
remove any Director before the expiration of his period of office (notwithstanding anything in these
Articles or in any agreement between the Company and such Director) and appoint another person
in place of a Director so removed, and may increase or reduce the number of Directors, and may
alter their share qualifications. Until otherwise determined by a general meeting, there shall be no
maximum number.
90. A Director need not be a Member and shall not be required to hold any share qualification in the
Company and shall be entitled to attend and speak at general meetings but subject to the
provisions of the Act he shall not be of or over the age of 70 years at the date of his appointment.
91. A Director shall not be required to hold any shares of the Company by way of qualification. A
Director who is not a member of the Company shall nevertheless be entitled to attend and speak at
General Meetings.
92. The ordinary fees of the Directors shall from time to time be determined by an Ordinary Resolution
of the Company and shall not be increased except pursuant to an Ordinary Resolution passed at a
General Meeting where notice of the proposed increase shall have been given in the notice
convening the General Meeting and shall (unless such resolution otherwise provides) be divisible
among the Directors as they may agree, or failing agreement, equally, except that any Director who
shall hold office for part only of the period in respect of which such fees is payable shall be entitled
only to rank in such division for a proportion of fees related to the period during which he has held
office.
93. (A) Any Director who holds any executive office, or who serves on any committee of the
Directors, or who otherwise performs services which in the opinion of the Directors are
outside the scope of ordinary duties of a Director, may be paid such extra remuneration by
way of salary, commission or otherwise as the Directors may determine.
(B) The fees (including any remuneration under Article 93(A) above) in the case of a Director
other than an Executive Director shall be payable by a fixed sum and shall not at any time be
by commission on or percentage of the profits or turnover, and no Director whether an
Executive Director or otherwise shall be remunerated by a commission on or percentage of
turnover.
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OF THE COMPANY
94. The Directors may repay to any Director all such reasonable expenses as he may incur in
attending and returning from meetings of the Directors or of any committee of the Directors or
General Meetings or otherwise in or about the business of the Company.
95. Subject to the Act, the Directors on behalf of the Company may pay a gratuity or other retirement,
superannuation, death or disability benefits to any Director or former Director who had held any
other salaried office or place of profit with the Company or to his widow or dependants or relations
or connections or to any persons in respect of and may make contributions to any fund and pay
premiums for the purchase or provision of any such gratuity, pension or allowance.
96. The 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 benefit of and pay, provide for or procure the grant of
donations, gratuities, pensions, allowances, benefits or emoluments to any persons (including
Directors and other officers) who are or shall have been at any time in the employment or service
of the Company or of the predecessors in business of the Company or of any subsidiary company,
and the wives, widows, families or dependants of any such persons. The 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 benefit of any such persons as
aforesaid or otherwise to advance the interests and well-being of the Company or of any such
other company as aforesaid or of its 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.
97. No Director or intending Director shall be disqualified by his office from contracting or entering into
any arrangement with the Company either as vendor, purchaser or otherwise nor shall such
contract or arrangement or any contract or arrangement entered into by or on behalf of the
Company in which any Director shall be in any way interested be avoided nor shall any Director so
contracting or being so interested be liable to account to the Company for any profit realised by any
such contract or arrangement by reason only of such Director holding that office or of the fiduciary
relation thereby established but every Director shall observe the provisions of Section 156 of the
Act relating to the disclosure of the interests of the Directors in transactions or proposed
transactions with the Company or of any office or property held by a Director which might create
duties or interests in conflict with his duties or interests as a Director and any transactions to be
entered into by or on behalf of the Company in which any Director shall be in any way interested
shall be subject to any requirements that may be imposed by the Exchange. No Director shall vote
in respect of any contract, arrangement or transaction in which he has directly or indirectly a
personal material interest as aforesaid or in respect of any allotment of shares in or debentures of
the Company to him and if he does so vote his vote shall not be counted.
98. A Director, notwithstanding his interest, may be counted in the quorum present at any meeting
where he or any other Director is appointed to hold any office or place of profit under the Company,
or where the Directors resolve to exercise any of the rights of the Company (whether by the
exercise of voting rights or otherwise) to appoint or concur in the appointment of a Director to hold
any office or place of profit under any other company, or where the Directors resolve to enter into
or make any arrangements with him or on his behalf pursuant to these Articles or where the terms
of any such appointment or arrangements as hereinbefore mentioned are considered, and he may
vote on any such matter other than in respect of the appointment of or arrangements with himself
or the fixing of the terms thereof.
99. The provisions of this Article may at any time be suspended or relaxed to any extent and either
generally or in respect of any particular contract, arrangement or transaction by the Company in
general meeting, and any particular contract, arrangement or transaction carried out in
contravention of this Article may be ratified by ordinary resolution of the Company, subject to the
Act and any applicable laws, provided that a Director whose action is being ratified by this ordinary
resolution shall refrain from voting on this ordinary resolution as a shareholder at that general
meeting.
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100. A Director may hold any other office or place of profit under the Company (except that of auditor)
and he or any firm of which he is a member may act in a professional capacity for the Company in
conjunction with his office of Director, and on such terms as to remuneration and otherwise as the
Directors shall determine. A Director of the Company may be or become a director or other officer
of, or otherwise interested in, any company promoted by the Company or in which the Company
may be interested as vendor, purchaser, shareholder or otherwise, and no such Director shall be
accountable to the Company for any remuneration or other benefits received by him as a director
or officer of, or from his interest in, such other company unless the Company otherwise directs.
101. The Directors may exercise the voting power conferred by the shares in any company held or
owned by the Company in such manner and in all respects as the Directors think fit in the interests
of the Company (including the exercise thereof in favour of any resolution appointing the Directors
or any of them to be directors of such company or voting or providing for the payment of
remuneration to the directors of such company) and any such Director of the Company may vote in
favour of the exercise of such voting powers in the manner aforesaid notwithstanding that he may
be or be about to be appointed a director of such other company.
102. (A) The Directors may from time to time appoint one or more of their body to be the holder of
any executive office (including, where considered appropriate, the office of Chairman or
Deputy Chairman) on such terms and for such period as they may (subject to the provisions
of the Act) determine and, without prejudice to the terms of any contract entered into in any
particular case, may at any time revoke any such appointment.
(B) The appointment of any Director to the office of Chairman or Deputy Chairman or Managing
or Joint Managing or Deputy or Assistant Managing Director shall automatically determine if
he ceases to be a Director but without prejudice to any claim for damages for breach of any
contract of service between him and the Company.
(C) The appointment of any Director to any other executive office shall not automatically
determine if he ceases from any cause to be a Director, unless the contract or resolution
under which he holds office shall expressly state otherwise, in which event such
determination shall be without prejudice to any claim for damages for breach of any contract
of service between him and the Company.
103. The Directors may entrust to and confer upon any Directors holding any executive office any of the
powers exercisable by them as Directors upon such terms and conditions and with such restrictions
as they think fit, and either collaterally with or to the exclusion of their own powers, and may from
to time revoke, withdraw, alter or vary all or any of such powers.
CHIEF EXECUTIVE OFFICERS/MANAGING DIRECTORS
104. The Directors may from time to time appoint one (1) or more of their body or such other person(s)
to the office of Chief Executive Officer(s)/Managing Director(s) of the Company (or any equivalent
appointment(s) howsoever described) for such period and on such terms as they think fit, and may
from time to time (subject to the provisions of any contract between him or them and the Company)
remove or dismiss him or them from office and appoint another or others in his or their places.
Where a Chief Executive Officer/Managing Director (or a person holding an equivalent
appointment) is appointed for a fixed term, such term shall not exceed five years.
105. Any Director who is appointed as a Chief Executive Officer/Managing Director (or an equivalent
appointment) shall be subject to the same provisions as to retirement by rotation, resignation and
removal as the other Directors of the Company. The appointment of any Director to the office of
Chief Executive Officer/Managing Director (or any Director holding an equivalent appointment) shall
not automatically determine if he ceases from any cause to be a Director, unless the contract or
resolution under which he holds office shall expressly state otherwise, in which event such
determination shall be without prejudice to any claim for damages for breach of any contract of
service between him and the Company.
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OF THE COMPANY
106. The remuneration of a Chief Executive Officer/Managing Director (or any Director holding an
equivalent appointment) shall from time to time be fixed by the Directors and may subject to these
Articles be by way of salary or commission or participating in profits or by any or all of these modes
but he shall not under any circumstances be remunerated by a commission on or a percentage of
turnover.
107. A Chief Executive Officer/Managing Director (or any person holding an equivalent appointment)
shall at all times be subject to the control of the Directors but subject thereto the Directors may
from time to time entrust to and confer upon a Chief Executive Officer/Managing Director (or any
Director holding an equivalent appointment) for the time being such of the powers exercisable
under these Articles by the Directors as they may think fit and may confer such powers for such
time and to be exercised on such terms and conditions and with such restrictions as they think
expedient and they may confer such powers either collaterally with or to the exclusion of and in
substitution for all or any of the powers of the Directors in that behalf and may from time to time
revoke, withdraw, alter or vary all or any of such powers.
APPOINTMENT AND RETIREMENT OF DIRECTORS
108. Subject as herein otherwise provided or to the terms of any subsisting agreement, the office of a
Director shall be vacated in any of the following events, namely:
(a) if he shall become prohibited by law from acting as a Director; or
(b) if (not being a Director holding any executive office for a fixed term) he shall resign by writing
under his hand left at the Office or if he shall in writing offer to resign and the Directors shall
resolve to accept such offer; or
(c) if he becomes a bankrupt or shall compound with his creditors generally; or
(d) if he becomes of unsound mind or if in Singapore or elsewhere, an order shall be made by

any court claiming jurisdiction in that behalf on the ground (however formulated) of mental
disorder for his detention or for the appointment of a guardian or for the appointment of a
receiver or other person (by whatever name called) to exercise powers with respect to his
property or affairs; or
(e) if he is removed by the Company in a General Meeting pursuant to these Articles; or
(f) if he is disqualified from acting as a director in any jurisdiction for reasons other than on
technical grounds, whereby the office of such a Director shall be vacated immediately; or
(g) if he ceases to be a Director by virtue of any law; or
(h) if he absents himself from meetings of the Directors for a continuous period of six months
without leave from the Directors and the Directors resolve that his office be vacated; or
(i) subject to the provisions of the Act, at the conclusion of the Annual General Meeting
commencing next after he attains the age of 70 years; or
(j) if he becomes disqualified from acting as Director in any jurisdiction for any reason.
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109. At each Annual General Meeting, one-third of the Directors for the time being (or, if their number is
not a multiple of three, the number nearest to but not less than one-third) shall retire from office by
rotation Provided that no Director holding office as Managing or Joint Managing Director shall be
subject to retirement by rotation or be taken into account in determining the number of Directors to
retire and PROVIDED ALWAYS THAT every Director shall retire from office at least once every 3
years and shall be eligible for re-election, the Directors to retire in every year shall be those who
have been longest in office since the last election, but as between persons who became Directors
on the same day, those to retire shall (unless they otherwise agree amongst themselves) be
determined by lot.
110. The Directors to retire in every year shall be those, subject to retirement by rotation, who have
been longest in office since their last re-election or appointment and so that as between persons
who became or were last re-elected Directors on the same day, those to retire shall (unless they
otherwise agree among themselves) be determined by lot. A retiring Director shall be eligible for re-
election.
111. The Company at the meeting at which a Director retires under any provision of these Articles may
by Ordinary Resolution fill the office being vacated by electing thereto the retiring Director or some
other person eligible for appointment. In default, the retiring Director shall be deemed to have been
re-elected except in any of the following cases:
(a) where at such meeting, it is expressly resolved not to fill such office or a resolution for the re-
election of such Director is put to the meeting and lost;
(b) where such Director has given notice in writing to the Company that he is unwilling to be re-
elected;
(c) where the default is due to the moving of a resolution in contravention of Article 112; or
(d) where such Director has attained any retiring age applicable to him as Director.
The retirement shall not have effect until the conclusion of the meeting except where a resolution is
passed to elect some other person in the place of the retiring Director or a resolution for his re-
election is put to the meeting and lost and accordingly a retiring Director who is re-elected or
deemed to have been re-elected will continue in office without a break.
112. A resolution for the appointment of two or more persons as Directors by a single resolution shall
not be moved at any General Meeting unless a resolution that it shall be so moved has first been
agreed to by the meeting without any vote being given against it; and any resolution moved in
contravention of this provision shall be void.
113. No person other than a Director retiring at the meeting shall, unless recommended by the Directors
for election, be eligible for appointment as a Director at any General Meeting unless not less than
11 nor more than 42 clear days (inclusive of the date on which the notice is given) before the date
appointed for the meeting, there shall have been lodged at the Office notice in writing signed by
some member (other than the person to be proposed) duly qualified to attend and vote at the
meeting for which such notice is given of his intention to propose such person for election and also
a notice in writing signed by the person to be proposed of his willingness to be elected Provided
that in the case of a person recommended by the Directors for election, not less than nine clear
days’ notice shall be necessary and notice of each and every such person shall be served on the
members at least seven days prior to the meeting at which the election is to take place.
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OF THE COMPANY
114. The Company may in accordance with and subject to the provisions of the Act by Ordinary
Resolution of which special notice has been given remove any Director from office (notwithstanding
any provision of these Articles or of any agreement between the Company and such Director, but
without prejudice to any claim he may have for damages for breach of any such agreement) and
appoint another person in place of a Director so removed from office and any person so appointed
shall be treated for the purpose of determining the time at which he or any other Director is to retire
by rotation as if he had become a Director on the day on which the Director in whose place he is
appointed was last elected a Director. In default of such appointment, the vacancy arising upon the
removal of a Director from office may be filled as a casual vacancy.
115. Unless the Company agrees otherwise, a Director who is appointed by the Company as director of
any related or associated company of the Company shall resign (without compensation
whatsoever) as such director if he is removed as Director of the Company or if his office as
Director is vacated (notwithstanding any agreement between the Director and the Company or any
such related or associated company). Unless the Company agrees otherwise, an employee of the
Company who is appointed director of any related or associated company of the Company shall
resign (without compensation whatsoever) as such director if he ceases for any reason whatsoever
to be an employee of the Company.
116. The Company may by Ordinary Resolution appoint any person to be a Director either to fill a
casual vacancy or as an additional Director. Without prejudice thereto, the Directors shall have
power at any time so to do, but so that the total number of Directors shall not thereby exceed the
maximum number (if any) fixed by or in accordance with these Articles. Any person so appointed
by the Directors shall hold office only until the next Annual General Meeting and shall then be
eligible for re-election, but shall not be taken into account in determining the number of Directors
who are to retire by rotation at such meeting.
ALTERNATE DIRECTORS
117. (A) Any Director may at any time by writing under his hand and deposited at the Office, or
delivered at a meeting of the Directors, appoint any person (other than another Director)
approved by a majority of his co-Directors to be his alternate Director and may in like
manner at any time terminate such appointment. Such appointment, unless previously
approved by the majority of the Directors, shall have effect only upon and subject to being so
approved. A person shall not act as alternate Director to more than one Director at the same
time. An alternate Director so appointed shall be entitled to receive from the Company such
proportion (if any) of the remuneration otherwise payable to his appointor as such appointor
may by notice in writing to the Company from time to time direct, but save as aforesaid he
shall not in respect of such appointment be entitled to receive any remuneration from the
Company. Any fee paid to an alternate Director shall be deducted from the remuneration
otherwise payable to his appointor.
(B) The appointment of an alternate Director shall determine on the happening of any event
which if he were a Director would cause him to vacate such office or if the Director
concerned (below called “his principal”) ceases to be a Director.
(C) An alternate Director shall (except when absent from Singapore) be entitled to receive
notices of meetings of the Directors and shall be entitled to attend and vote as a Director at
any such meeting at which his principal is not personally present and generally at such
meeting to perform all functions of his principal as a Director and for the purposes of the
proceedings at such meeting the provisions of these Articles shall apply as if he (instead of
his principal) were a Director. If his principal is for the time being absent from Singapore or
temporarily unable to act through ill health or disability, his signature to any resolution in
writing of the Directors shall be as effective as the signature of his principal. To such extent
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as the Directors may from time to time determine in relation to any committees of the
Directors, the foregoing provisions of this paragraph shall also apply mutatis mutandis to any
meeting of any such committee of which his principal is a member. An alternate Director
shall not (save as aforesaid) have power to act as a Director nor shall he be deemed to be a
Director for the purposes of these Articles.
(D) An alternate Director shall be entitled to contract and be interested in and benefit from
contracts or arrangements or transactions and to be repaid expenses and to be indemnified
to the same extent mutatis mutandis as if he were a Director but he shall not be entitled to
receive from the Company in respect of his appointment as alternate Director any fees
except only such part (if any) of the fees otherwise payable to his principal as such principal
may by notice in writing to the Company from time to time direct.
(E) An alternate Director shall ipso facto cease to be an alternate Director if his appointor
ceases for any reason to be a Director otherwise than by retiring and being re-elected at the
same meeting.
(F) No person shall be appointed the alternate Director for more than one Director. No Director
may act as an alternate Director.
MEETINGS AND PROCEEDINGS OF DIRECTORS
118. Subject to the provisions of these Articles, the Directors may meet together for the despatch of
business, adjourn and otherwise regulate their meetings as they think fit. At any time, any Director
may, and the Secretary on the requisition of a Director shall, summon a meeting of the Directors.
Notice of a meeting of Directors shall be given to each of the Directors in writing at least two days
prior to the day of the meeting. The period of notice shall be exclusive of the day on which it is
served or deemed to be served and the day on which the meeting is to be held. Where the Director
is absent from Singapore, such notice may be given by telefax or telex, to a telefax number, or
telex number as the case may be, given by that absent Director to the Secretary. Any Director may
waive notice of any meeting and any such waiver may be retroactive and for this purpose, the
presence of a Director at the meeting shall be deemed to constitute a waiver on his part. A Director
may participate at a meeting of Directors by telephone conference or by means of a similar
communication equipment whereby all persons participating in the meeting are able to hear each
other, without a Director being in the physical presence of another Director or Directors in which
event such Director shall be deemed to be present at the meeting. A Director participating in a
meeting in the manner aforesaid may also be taken into account in ascertaining the presence of a
quorum at the meeting. The signature of a Director by facsimile, electronic mail, telex, cable or
telegram or any form of electronic communication approved by the Directors for such purpose from
time to time incorporating, if the Directors deem necessary, the use of security and/or identification
procedures and devices approved by the Directors, on any document confirming his attendance
shall be sufficient evidence of his presence at the meeting. The minutes of such a meeting signed
by the Chairman shall be sufficient evidence of any resolution of any meeting conducted in the
manner as aforesaid. Unless otherwise agreed by the Directors, such a meeting shall be deemed
to take place where the largest group of Directors present for the purpose of the meeting is
assembled or, if there is no such group, where the Chairman of the meeting is present.
119. The quorum necessary for the transaction of the business of the Directors may be fixed from time
to time by the Directors and unless so fixed at any other number, shall be two. A meeting of the
Directors at which a quorum is present shall be competent to exercise all powers and discretions
for the time being exercisable by the Directors.
120. Questions arising at any meeting of the Directors shall be determined by a majority of votes. In
case of an equality of votes (except where only two Directors are present and form the quorum or
when only two Directors are competent to vote on the question in issue) the chairman of the
meeting shall have a second or casting vote.
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OF THE COMPANY
121. A Director shall not vote in respect of any contract or proposed contract or arrangement or any
other proposal whatsoever in which he has any personal material interest, directly or indirectly. A
Director shall not be counted in the quorum at a meeting in relation to any resolution on which he
is debarred from voting.
122. The continuing Directors may act notwithstanding any vacancy in the board, but if and so long as
the number of Directors is reduced below the minimum number fixed by or in accordance with
these Articles, the continuing Directors or Director may, except in an emergency, act only for the
purpose of increasing the number of directors to such minimum number or of summoning General
Meetings, but not for any other purpose. If there be no Director or Directors able or willing to act,
then any two members may summon a General Meeting for the purposes of appointing Directors.
123. (A) The Directors may elect from their number a Chairman and a Deputy Chairman (or two or
more Deputy Chairmen) and determine the period for which each is to hold office. If no
Chairman or Deputy Chairman shall have been appointed or if at any meeting of the
Directors, no Chairman or Deputy Chairman shall be present within five minutes after the
time appointed for holding the meeting, the Directors present may choose one of their
number to be chairman of the meeting.
(B) If at any time there is more than one Deputy Chairman, the right in the absence of the
Chairman to preside at a meeting of the Directors or of the Company shall be determined as
between the Deputy Chairmen present (if more than one) by seniority in length of
appointment or otherwise as resolved by the Directors.
124. A resolution in writing signed by the majority of Directors, being not less than are sufficient to form
a quorum, shall be as effective as a resolution duly passed at a meeting of the Directors and may
consist of several documents in the like form, each signed by one or more Directors. The
expressions “in writing” and “signed” include approval by telefax, telex, cable or telegram or other
electronic means (duly authenticated) by any such Director for such purpose from time to time
incorporating, if the Directors deem necessary, the use of security and/or identification procedures
and devices approved by the Directors.
125. The Directors may delegate any of their powers or discretion to committees consisting of one or
more members of their body and (if thought fit) one or more other persons co-opted as hereinafter
provided. Any committee so formed shall in the exercise of the powers so delegated conform to any
regulations which may from time to time be imposed by the Directors. Any such regulations may
provide for or authorise the co-option to the committee of persons other than Directors and for such
co-opted members to have voting rights as members of the committee.
126. The meetings and proceedings of any such committee consisting of two or more members shall be
governed mutatis mutandis by the provisions of these Articles regulating the meetings and
proceedings of the Directors, so far as the same are not superseded by any regulations made by
the Directors under Article 125.
127. A committee may elect a Chairman of its meetings. If no such chairman is elected, or if at any
meeting the Chairman is not present within five minutes after the time appointed for holding the
same, the members present may choose one of their number to be Chairman of the meeting.
128. A committee may meet and adjourn as its members think proper. Questions arising at any meeting
shall be determined by a majority of votes of the members present, and in case of an equality of
votes, the Chairman shall have a second or casting vote.
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OF THE COMPANY
129. All acts done by any meeting of Directors, or of any such committee, or by any person acting as a
Director or as a member of any such committee, shall as regards all persons dealing in good faith
with the Company, notwithstanding that there was defect in the appointment of any of the persons
acting as aforesaid, or that any such persons were disqualified or had vacated office, or were not
entitled to vote, be as valid as if every such person had been duly appointed and was qualified and
had continued to be a Director or member of the committee and had been entitled to vote.
BORROWING POWERS
130. Subject as hereinafter provided and to the provisions of the Act, the Directors may at their
discretion exercise all the powers of the Company to borrow money, to mortgage or charge its
undertaking, property and uncalled capital and to issue debentures and other securities, whether
outright or as collateral security for any debt, liability or obligation of the Company or of any third
party.
GENERAL POWERS OF DIRECTORS
131. The business and affairs of the Company shall be managed by the Directors, who may exercise all
such powers of the Company as are not by the Act or by these Articles required to be exercised by
the Company in a General Meeting, but subject nevertheless to any regulations of these Articles, to
the provisions of the Act and to such regulations, being not inconsistent with the aforesaid
regulations or provisions, as may be prescribed by Special Resolutions of the Company, but no
regulation so made by the Company shall invalidate any prior act of the Directors which would have
been valid if such regulation had not been made, Provided that the Directors shall not carry into
effect any proposals for selling or disposing of the main or the whole or substantially the whole of
the Company’s undertaking unless such proposals have been approved by the Company in a
General Meeting. The general powers given by this Article shall not be limited or restricted by any
special authority or power given to the Directors by any other Article.
132. The Directors may establish any local boards or agencies for managing any of the affairs of the
Company, either in Singapore or elsewhere, and may appoint any persons to be members of such
local boards, or any managers or agents, and may fix their remuneration, and may delegate to any
local board, manager or agent any of the powers, authorities and discretions vested in the
Directors, with power to sub-delegate, and may authorise the members of any local boards, or any
of them, to fill any vacancies therein, and to act notwithstanding vacancies, and any such
appointment or delegation may be made upon such terms and subject to such conditions as the
Directors may think fit, and the Directors may remove any person so appointed, and may annul or
vary any such delegation, but no person dealing in good faith and without notice of any such
annulment or variation shall be affected thereby.
133. The Directors may from time to time and at any time by power of attorney or otherwise appoint any
company, firm or person or any fluctuating body of persons, whether nominated directly or indirectly
by the Directors, to be the attorney or attorneys of the Company for such purposes and with such
powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors
under these Articles) and for such period and subject to such conditions as they may think fit, and
any such power of attorney may contain such provisions for the protection and convenience of
persons dealing with any such attorney as the Directors may think fit, and may also authorise any
such attorney to sub-delegate all or any of the powers, authorities and discretions vested in him.
134. The Company or the Directors on behalf of the Company may in exercise of the powers in that
behalf conferred by the Act cause to be kept a Branch Register or Registers of Members and the
Directors may (subject to the provisions of the Act) make and vary such regulations as they may
think fit in respect of the keeping of any such Register.
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OF THE COMPANY
135. All cheques, promissory notes, drafts, bills of exchange, and other negotiable or transferable
instruments, and all receipts for moneys paid to the Company, shall be signed, drawn, accepted,
endorsed or otherwise executed, as the case may be, in such manner as the Directors shall from
time to time by resolution determine.
SECRETARY
136. The Secretary shall be appointed by the Directors on such terms and for such period as they may
think fit. Any Secretary, Deputy or Assistant Secretary so appointed may at any time be removed
from office by the Directors, but without prejudice to any claim for damages for breach of any
contract of service between him and the Company. If thought fit, two or more persons may be
appointed as Secretaries. The Directors may also appoint from time to time on such terms as they
may think fit one or more Assistant Secretaries. The appointment and duties of the Secretary or
Secretaries shall not conflict with the provisions of the Act and in particular Section 171 of the Act.
Notwithstanding the above, the office of Secretary, Deputy or Assistant Secretary shall be vacated
if he resigns by writing under hand left at the Office.
THE SEAL
137. The Directors shall provide for the safe custody of the Seal which shall not be used without the
authority of the Directors or of a committee authorised by the Directors in that behalf.
138. Every instrument to which the Seal shall be affixed shall be signed autographically by one Director
and the Secretary or by two Directors save that as regards any certificates for shares or
debentures or other securities of the Company, the Directors may by resolution determine that such
signatures or either of them shall be dispensed with or affixed by some method or system of
mechanical signature or other method approved by the Directors.
139. (A) The Company may exercise the powers conferred by the Act with regard to having an official
seal for use abroad and such powers shall be vested in the Directors.
(B) The Company may exercise the powers conferred by the Act with regard to having a
duplicate Seal as referred to in Section 124 of the Act which shall be a facsimile of the Seal
with the addition on its face of the words “Share Seal”.
AUTHENTICATION OF DOCUMENTS
140. Any Director or the Secretary or any person appointed by the Directors for the purpose shall have
power to authenticate any documents affecting the constitution of the Company and any resolutions
passed by the Company or the Directors or any committee, and any books, records, documents
and accounts relating to the business of the Company, and to certify copies thereof or extracts
therefrom as true copies or extracts; and where any books, records, documents or accounts are
elsewhere than at the Office, the local manager or other officer of the Company having the custody
thereof shall be deemed to be a person appointed by the Directors as aforesaid. A document
purporting to be a copy of a resolution, or an extract from the minutes of a meeting, of the
Company or of the Directors or any committee which is certified as aforesaid shall be conclusive
evidence in favour of all persons dealing with the Company upon the faith thereof that such
resolution has been duly passed, or as the case may be, that any minutes so extracted is a true
and accurate record of proceedings at a duly constituted meeting of the Directors. Any
authentication or certification made pursuant to this Article or the last preceding Article may be
made by any electronic or other means approved by the Directors from time to time for such
purpose, incorporating, if the Directors deem necessary, the use of security procedures or devices
approved by the Directors.
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OF THE COMPANY
RESERVES
141. The Directors may from time to time set aside out of the profits of the Company and carry to
reserve such sums as they think proper which, at the discretion of the Directors, shall be applicable
for meeting contingencies or for the gradual liquidation of any debt or liability of the Company or for
repairing or maintaining the works, plant and machinery of the Company or for special dividends or
bonuses or for equalising dividends or for any other purpose to which the profits of the Company
may properly be applied and pending such application may either be employed in the business of
the Company or be invested. The Directors may divide the reserve into such special funds as they
think fit and may consolidate into one fund any special funds or any part of any special funds into
which the reserve may have been divided. The Directors may also, without placing the same to
reserve, carry forward any profits which they may think it not prudent to divide. In carrying sums to
reserve and in applying the same, the Directors shall comply with the provisions of the Act.
DIVIDENDS
142. The Directors may, with the sanction of the Company, by ordinary resolution declare dividends but
(without prejudice to the powers of the Company to pay interest on share capital as hereinbefore
provided).
143. Subject to any rights or restrictions attached to any shares or class of shares and except as
otherwise provided by the Act:
(a) all dividends in respect of shares must be paid in proportion to the number of shares held by
a Member but where shares are partly paid all dividends must be apportioned and paid
proportionately to the amounts paid or credited as paid on the partly paid shares; and
(b) all dividends must be apportioned and paid proportionately to the amounts so paid or
credited as paid during any portion or portions of the period in respect of which the dividend
is paid.
For the purposes of this Article, an amount paid or credited as paid on a share in advance of a call
is to be ignored.
144. If and so far as in the opinion of the Directors the profits of the Company justify such payments, the
Directors may declare and pay the fixed dividends on any class of shares carrying a fixed dividend
expressed to be payable on fixed dates on the half-yearly or other dates prescribed for the
payment thereof and may also from time to time declare and pay interim dividends on shares of
any class of such amounts and on such dates and in respect of such periods as they think fit.
145. Unless and to the extent that the rights attached to any shares or the terms of issue thereof
otherwise provide, all dividends shall (as regards any shares not fully paid throughout the period in
respect of which the dividend is paid) be apportioned and paid pro rata according to the amounts
paid on the shares during any portion or portions of the period in respect of which the dividend is
paid. For the purposes of this Article, no amount paid on a share in advance of calls shall be
treated as paid on the share.
146. No dividend shall be paid otherwise than out of profits available for distribution under the provisions
of the Act.
147. No dividend or other moneys payable on or in respect of a share shall bear interest as against the
Company.
148. The Directors may deduct from any dividend or other moneys payable to any Member on or in
respect of a share all sums of money (if any) presently payable by him to the Company on account
of calls or in connection therewith, or any other account which the Company is required by law to
withhold or deduct.
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OF THE COMPANY
149. (A) The Directors may retain any dividend or other moneys payable on or in respect of a share
on which the 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.
(B) The Directors may retain the dividends payable upon shares in respect of which any person
is under the provisions as to the transmission of shares hereinbefore contained entitled to
become a member, or which any person is under those provisions entitled to transfer, until
such person shall become a member in respect of such shares or shall transfer the same.
(C) The payment by the Directors of any unclaimed dividends or other moneys payable on or in
respect of a share into a separate account shall not constitute the Company a trustee in
respect thereof. All dividends unclaimed after being declared may be invested or otherwise
made use of by the Directors for the benefit of the Company and any dividend unclaimed
after a period of six years from the date of declaration of such dividend may be forfeited and
if so shall revert to the Company but the 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. For the avoidance of doubt no Member shall be entitled
to any interest, share of revenue or other benefit arising from any unclaimed dividends,
howsoever and whatsoever. If the Depositor returns any such dividend or money to the
Company, the relevant Depositor shall not have any right or claim in respect of such dividend
or money against the Company if a period of six years has elapsed from the date of the
declaration of such dividend or the date on which such other money was first payable.
(D) A payment by the Company to the Depositor of any dividend or other money payable to a
Depositor shall, to the extent of the payment made, discharge the Company from any liability
to the Depositor in respect of that payment.
150. The waiver in whole or in part of any dividend on any share by any document (whether or not
under seal) shall be effective only if such document is signed by the shareholder (or the person
entitled to the share in consequence of the death or bankruptcy of the holder) and delivered to the
Company and if or to the extent that the same is accepted as such or acted upon by the Company.
151. The Company may upon the recommendation of the Directors by Ordinary Resolution direct
payment of a dividend in whole or in part by the distribution of specific assets (and in particular of
paid-up shares or debentures of any other company) and the Directors shall give effect to such
resolution. Where any difficulty arises in regard to such distribution, the Directors may settle the
same as they think expedient and in particular may issue fractional certificates, may fix the value
for distribution of such specific assets or any part thereof, may determine that cash payments shall
be made to any members upon the footing of the value so fixed in order to adjust the rights of all
parties and may vest any such specific assets in trustees as may seem expedient to the Directors.
152. (A) Whenever the Directors or the Company in General Meeting have resolved or proposed that
a dividend (including an interim, final, special or other dividend) be paid or declared on the
ordinary share capital of the Company, the Directors may further resolve that members
entitled to such dividend be entitled to elect to receive an allotment of ordinary shares
credited as fully paid in lieu of cash in respect of the whole or such part of the dividend as
the Directors many think fit. In such case, the following provisions shall apply:
(a) the basis of any such allotment shall be determined by the Directors;
(b) the Directors shall determine the manner in which members shall be entitled to elect
to receive an allotment of ordinary shares credited as fully paid in lieu of cash in
respect of the whole or such part of any dividend in respect of which the Directors
shall have passed such a resolution as aforesaid, and the Directors may make such
arrangements as to the giving of notice to members, providing for forms of election for
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OF THE COMPANY
completion by members (whether in respect of a particular dividend or dividends or

generally), determining the procedure for making such elections or revoking the same
and the place at which and the latest date and time by which any forms of election or
other documents by which elections are made or revoked must be lodged, and
otherwise make all such arrangements and do all such things, as the Directors
consider necessary or expedient in connection with the provisions of this Article;
(c) the right of election may be exercised in respect of the whole of that portion of the
dividend in respect of which the right of election has been accorded provided that the
Directors may determine, either generally or in any specific case, that such right shall
be exercisable in respect of the whole or any part of that portion;
(d) the dividend (or that part of the dividend in respect of which a right of election has
been accorded) shall not be payable in cash on ordinary shares in respect whereof
the share election has been duly exercised (the “elected ordinary shares”) and in lieu
and in satisfaction thereof ordinary shares shall be allotted and credited as fully paid
to the holders of the elected ordinary shares on the basis of allotment determined as
aforesaid and for such purpose and notwithstanding the provisions of Article 132, the
Directors shall capitalise and apply the amount standing to the credit of the
Company’s reserve accounts as the Directors may determine, such sum as may be
required to pay up in full the appropriate number of ordinary shares for allotment and
distribution to and among the holders of the elected ordinary shares on such basis.
(B) (a) The ordinary shares allotted pursuant to the provisions of paragraph (A) of this Article
shall rank pari passu in all respects with the ordinary shares then in issue save only
as regards participation in the dividend which is the subject of the election referred to
above (including the right to make the election referred to above) or any other
distributions, bonuses or rights paid, made, declared or announced prior to or
contemporaneous with the payment or declaration of the dividend which is the subject
of the election referred to above, unless the Directors shall otherwise specify.
(b) The Directors may do all acts and things considered necessary or expedient to give
effect to any capitalisation pursuant to the provisions of paragraph (A) of this Article,
with full power to make such provisions as they think fit in the case of shares
becoming distributable in fractions (including, notwithstanding any provision to the
contrary in these Articles, provisions whereby, in whole or in part, fractional
entitlements are disregarded or rounded up or down, or whereby the benefit of
fractional entitlements accrues to the Company rather than to the Members
concerned).
(C) The Directors may, on any occasion when they resolve as provided in paragraph (A) of this
Article, determine that rights of election under that paragraph shall not be made available to
the persons who are registered as holders of ordinary shares in the Register or (as the case
maybe) in the Depository Register, or in respect of ordinary shares the transfer of which is
registered, after such date as the Directors may fix subject to such exceptions as the
Directors may think fit, and in such event the provisions of this Article shall be read and
construed subject to such determination.
(D) The Directors may, on any occasion when they resolve as provided in paragraph (A) of this
Article, further determine that no allotment of shares or rights of election for shares under
that paragraph shall be made available or made to members whose registered addresses
entered in the Register or (as the case may be) the Depository Register is outside Singapore
or to such other members or class of members as the Directors may in their sole discretion
decide and in such event the only entitlement of the members aforesaid shall be to receive in
cash the relevant dividend resolved or proposed to be paid or declared.
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OF THE COMPANY
(E) Notwithstanding the foregoing provisions of this Article, if at any time after the Directors’
resolution to apply the provisions of paragraph (A) of this Article in relation to any dividend
but prior to the allotment of ordinary shares pursuant thereto, the Directors shall consider
that by reason of any event or circumstance (whether arising before or after such resolution)
or by reason of any matter whatsoever it is no longer expedient or appropriate to implement
that proposal, the Directors may at their absolute discretion and without assigning any
reason therefor, cancel the proposed application of paragraph (A) of this Article.
153. Any dividend or other moneys payable in cash on or in respect of a share may be paid by cheque
or warrant sent through the post to the registered address appearing in the Register of Members or
(as the case may be) the Depository Register of a member or person entitled thereto (or, if two or
more persons are registered in the Register of Members or (as the case may be) entered in the
Depository Register as joint holders of the share or are entitled thereto in consequence of the
death or bankruptcy of the holder, to any one of such persons) or to such person at such address
as such member or person or persons may by writing direct. Every such cheque or warrant shall
be made payable to the order of the person to whom it is sent or to such person as the holder or
joint holders or person or persons entitled to the share in consequence of the death or bankruptcy
of the holder may direct and payment of the cheque or warrant by the banker upon whom it is
drawn shall be a good discharge to the Company. Every such cheque or warrant shall be sent at
the risk of the person entitled to the money represented thereby. Notwithstanding the foregoing
provisions of this Article and the provisions of Article 156, the payment by the Company to the
Depository of any dividend payable to a Depositor shall, to the extent of the payment made to the
Depository, discharge the Company from any liability to the Depositor in respect of that payment.
154. A transfer of shares shall not pass the right to any dividend declared on such shares before the
registration of the transfer.
155. If two or more persons are registered in the Register of Members or (as the case may be) the
Depository Register as joint holders of any share, or are entitled jointly to a share in consequence
of the death or bankruptcy of the holder, any one of them may give effectual receipts for any
dividend or other moneys payable or property distributable on or in respect of the share.
156. Any resolution declaring a dividend on shares of any class, whether a resolution of the Company in
a General Meeting or a resolution of the Directors, may specify that the same shall be payable to
the persons registered as the holders of such shares in the Register of Members or (as the case
may be) the Depository Register at the close of business on a particular date and thereupon the
dividend shall be payable to them in accordance with their respective holdings so registered, but
without prejudice to the rights inter se in respect of such dividend of transferors and transferees of
any such shares.
CAPITALISATION OF PROFITS AND RESERVES
157. (A) The Directors may, with the sanction of an Ordinary Resolution of the Company including
any Ordinary Resolution passed pursuant to Article 7:
(a) issue bonus shares for which no consideration is payable to the Company to the
persons registered as holders of shares in the Register of Members or (as the case
may be) the Depository Register at the close of business on:
(i) the date of the ordinary resolution (or such other date as may be specified
therein or determined as therein provided); or
(ii) (in the case of an ordinary resolution passed pursuant to Article 6(B)) such
other date as may be determined by the Directors,
in proportion to their then holdings of shares; and
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OF THE COMPANY
(b) capitalise any sum standing to the credit of any of the Company’s reserve accounts or
other undistributable reserve or any sum standing to the credit of profit and loss
account by appropriating such sum to the persons registered as holders of shares in
the Register of Members or (as the case may be) in the Depository Register at the
close of business on:
(i) the date of the ordinary resolution(or such other date as may be specified
therein or determined as therein provided); or
(ii) (in the case of an ordinary resolution passed pursuant to Article 6(B)) such
other date as may be determined by the Directors,
in proportion to their then holdings of shares and applying such sum on their behalf in
paying up in full unissued shares (or, subject to any special rights previously conferred
on any shares or class of shares for the time being issued, unissued shares of any
other class not being redeemable shares) for allotment and distribution credited as
fully paid up to and amongst them as bonus shares in the proportion aforesaid.
(B) In addition and without prejudice to the powers provided for by Article 157(A) and 132(C),
the Directors shall have power to issue shares for which no consideration is payable and to
capitalise any undivided profits or other moneys of the Company not required for the
payment or provision of any dividend on any shares entitled to cumulative or non-cumulative
preferential dividends (including profits or other moneys carried and standing to any reserve
or reserves) and to apply such profits or other moneys in paying up such shares in full, in
each case on terms that such shares shall, upon issue, be held by or for the benefit of
participants of any share incentive or option scheme or plan implemented by the Company
and approved by shareholders in general meeting and on such terms as the Directors shall
think fit.
(C) The Directors may do all acts and things considered necessary or expedient to give effect to
any such capitalisation with full power to the Directors to make such provision for the
satisfaction of the right of the holders of such shares in the Register or in the Depository
Register, as the case may be, and as they think fit for any fractional entitlements which
would arise including provisions whereby fractional entitlements are disregarded or the
benefit thereof accrues to the Company rather than to the members concerned. The
Directors may authorise any person to enter on behalf of all the members interested into an
agreement with the Company providing for any such capitalisation and matters incidental
thereto and any agreement made under such authority shall be effective and binding on all
concerned.
MINUTES AND BOOKS
158. (A) The Directors shall cause minutes to be made in books to be provided for the purpose of
recording:-
(a) all appointments of officers made by the Directors;
(b) the names of the Directors present at each meeting of Directors and of any committee
of Directors: and
(c) all resolutions and proceedings at all meetings of the Company and of any class of
Members, of the Directors and of committees of Directors.
(B) Any such minutes of any meeting, if purporting to be signed by the Chairman of such
meeting, or by the Chairman of the next succeeding meeting, shall be conclusive evidence
without any further proof of the facts stated therein.
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OF THE COMPANY
159. The Directors shall duly comply with the provisions of the Act and in particular the provisions with
regard to the registration of charges created by or affecting property of the Company, keeping a
Register of Directors and Secretaries, a Register of Members, a Register of Mortgages and
Charges and a Register of Directors’ Share and Debenture Holdings and the production and
furnishing of copies of such Registers and of any Register of Holders of Debentures of the
Company.
160. Any register, index, minute book, book of accounts or other book required by these Articles or by
the Act to be kept by or on behalf of the Company may be kept either by making entries in bound
books or by recording them in any other manner. In any case in which bound books are not used,
the Directors shall take adequate precautions for guarding against falsification and for facilitating
discovery.
ACCOUNTS
161. Accounting records sufficient to show and explain the Company’s transactions and otherwise
complying with the Act shall be kept at the Office, or at such other place as the Directors think fit.
No member of the Company or other person shall have any right of inspecting any account or book
or document of the Company except as conferred by statute or ordered by a court of competent
jurisdiction or authorised by the Directors.
162. Once at least in every year but in any event before the expiry of four months from the close of a
financial year of the Company (or such other periods as may be prescribed by the Act, the listing
rules of the Singapore Exchange Securities Trading Limited or other written law) the Directors shall
lay before the Company in General Meeting (i) consolidated accounts dealing with the profit or loss
and the state of affairs of the Company and its subsidiaries for the period following the preceding
account or (in the case of the first account) since the incorporation of the Company, made up to a
date not more than four months (or such other periods as may be prescribed by the Act, the listing
rules of the Singapore Exchange Securities Trading Limited or other written law) and (ii) a balance
sheet dealing with the state of affairs of the Company at the close of the financial year of the
Company before such meeting. The said account and balance sheet shall be accompanied by such
reports and documents and shall contain such particulars as are prescribed by Section 201 of the
Act.
163. A copy of every balance sheet and profit and loss account which is to be laid before a General
Meeting of the Company (including every document required by law to be comprised therein or
attached or annexed thereto) shall not less than 14 days before the date of the meeting be sent to
every member of, and every holder of debentures of, the Company and to every other person who
is entitled to receive notices of meetings from the Company under the provisions of the Act or of
these Articles; Provided that this Article shall not require a copy of these documents to be sent to
more than one of any joint holders or to any person whose address the Company is not aware, but
any member or holder of debentures to whom a copy of these documents has not been sent shall
be entitled to receive a copy free of charge on application at the Office.
164. Such number of each document as is referred to in the preceding Article or such other number as
may be required by the Exchange shall be forwarded to the Exchange at the same time as such
documents are sent to the Members.
AUDITORS
165. Auditors shall be appointed and their duties regulated in accordance with the provisions of the Act.
Every auditor of the Company shall have a right of access at all times to the accounting and other
records of the Company and shall make his report as required by the Act.
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OF THE COMPANY
166. Subject to the provisions of the Act, all acts done by any person acting as an Auditor shall, as
regards all persons dealing in good faith with the Company, be valid, notwithstanding that there
was some defect in his appointment or that he was at the time of his appointment not qualified for
appointment or subsequently became disqualified.
167. An Auditor shall be entitled to attend any General Meeting and to receive all notices of and other
communications relating to any General Meeting which any member is entitled to receive and to be
heard at any General Meeting on any part of the business of the meeting which concerns him as
Auditor.
NOTICES
168. Any notice or document (including a share certificate) may be served on or delivered to any
member by the Company either personally or by sending it through the post in a prepaid cover
addressed to such member at his registered address appearing in the Register of Members or (as
the case may be) the Depository Register, or (if he has no registered address within Singapore) to
the address, if any, within Singapore supplied by him to the Company or (as the case may be)
supplied by him to the Depository as his address for the service of notices, or by delivering it to
such address as aforesaid. Where a notice or other document is served or sent by post, service or
delivery shall be deemed to be effected on the day following that on which the envelope or wrapper
containing the same is posted, and in proving such service by post it shall be sufficient to prove
that the letter or wrapper containing the same was properly addressed and put into the post office
as a prepaid letter or wrapper. Any notice given, sent or served using electronic communication (as
the case may be) shall be deemed to have been duly given, sent or served upon transmission of
the electronic communication to the current address of such person or as otherwise provided under
the Act and/or other applicable regulations or procedures.
169. Without prejudice to the provisions of Article 168, any notice or document (including, without
limitations, any accounts, balance-sheet or report) which is required or permitted to be given, sent
or served under the Act or under these Articles by the Company, or by the Directors, to a Member
or an officer or auditor of the Company may be given, sent or served using electronic
communications to the current address of that person in accordance with the provisions of the Act
and/or any other applicable regulations or procedures.
170. Any notice given to that one of the joint holders of a share whose name stands first in the Register
of Members or (as the case may be) the Depository Register in respect of the share shall be
sufficient notice to all the joint holders in their capacity as such. For such purpose, a joint holder
having no registered address in Singapore and not having supplied an address within Singapore
for the service of notices shall be disregarded.
171. A person entitled to a share in consequence of the death or bankruptcy of a member upon
supplying to the Company such evidence as the Directors may reasonably require to show his title
to the share, and upon supplying also to the Company or (as the case may be) the Depository an
address within Singapore for the service of notices, shall be entitled to have served upon or
delivered to him at such address any notice or document to which the member but for his death or
bankruptcy would have been entitled, and such service or delivery shall for all purposes be
deemed a sufficient service or delivery of such notice or document on all persons interested
(whether jointly with or as claiming through or under him) in the share. Save as aforesaid any
notice or document delivered or sent by post to or left at the address of any member in pursuance
of these Articles shall, notwithstanding that such member be then dead or bankrupt or in
liquidation, and whether or not the Company shall have notice of his death or bankruptcy or
liquidation, be deemed to have been duly served or delivered in respect of any share registered in
the name of such member in the Register of Members or, where such member is a Depositor,
entered against his name in the Depository Register as sole or first-named joint holder.
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OF THE COMPANY
172. Any Member with a registered address shall be entitled to have served upon him at such address
or current address (as the case may be) any notice or document with which he is entitled to be
served under these Articles.
173. Notwithstanding Article 171, a Member who has no registered address in Singapore shall not be
entitled to be served with any notice or document with which he would otherwise be entitled to be
served under the Articles, unless and until he has notified in writing the Company or the Depository
(as the case may be) an address in Singapore which shall be deemed his registered address for
the purpose of service of any notice or document.
174. Any notice on behalf of the Company or of the Directors shall be deemed effectual if it purports to
bear the signature/name of the Secretary or other duly authorised officer of the Company, whether
such signature/name is printed, written or electronically signed.
175. When a given number of days’ notice or notice extending over any other period is required to be
given the day of service shall, unless it is otherwise provided or required by these Articles or by the
Act, be not counted in such number of days or period.
176. Notice of every general meeting shall be given in manner hereinbefore authorised to:-
(a) every Member;
(b) every person entitled to a share in consequence of the death or bankruptcy or otherwise of a
Member who but for the same would be entitled to receive notice of the meeting;
(c) the auditor for the time being of the Company; and
(d) the Exchange.
WINDING UP
177. The Directors shall have power in the name and on behalf of the Company to present a petition to
the court for the Company to be wound up.
178. If the Company shall be wound up (whether the liquidation is voluntary, under supervision, or by
the court) the Liquidator may, with the authority of a Special Resolution, divide among the
members in specie or kind the whole or any part of the assets of the Company and whether or not
the assets shall consist of property of one kind or shall consist of properties of different kinds, and
may for such purpose set such value as he deems fair upon any one or more class or classes of
property and may determine how such division shall be carried out as between the members or
different classes of members. The Liquidator may, with the like authority, vest any part of the assets
in trustees upon such trusts for the benefit of members as the Liquidator with the like authority
shall think fit, and the liquidation of the Company may be closed and the Company dissolved, but
so that no contributory shall be compelled to accept any shares or other property in respect of
which there is a liability.
179. On a voluntary winding up of the Company, no commission or fee shall be paid to a Liquidator
without the prior approval of the members in a General Meeting. The amount of such commission
or fee shall be notified to all members not less than seven days prior to the Meeting at which it is to
be considered.
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OF THE COMPANY
INDEMNITY
180. (A) Subject to the provisions of the Act, every Director, Auditor, Secretary, agent and other
officer for the time being of the Company shall be entitled to be indemnified out of the assets
of the Company against all expenses, charges, costs, damages, claims, proceedings, losses
or liabilities incurred by him in the execution and discharge of his duties as a Director, an
Auditor, a Secretary, an agent or other officer of the Company, unless the same arises as a
result of any negligence, default, breach of duty or breach of trust on his part in relation to
the Company or in defending any proceedings whether civil or criminal (relating to the affairs
of the Company) in which judgment is given in his favour in which he is acquitted or in
connection with any application, in relation to such liability, in which relief is granted to him
by the Court, and the Company shall not be prevented from purchasing and maintaining for
any such Director, Auditor, Secretary, agent or other officer for the time being of the
Company insurance against such liability referred to in this Article.
(B) Without prejudice to the generality of the foregoing, no Director, Chief Executive
Officer/Managing Director, Secretary or other officer of the Company shall be liable for the
acts, receipts, neglects or defaults of any other Director or officer or for joining in any receipt
or other act for conformity or for any loss or expense happening to the Company through the
insufficiency or deficiency of title to any property acquired by order of the Directors for or on
behalf of the Company or for the insufficiency or deficiency of any security in or upon which
any of the moneys of the Company shall be invested or for any loss or damage arising from
the bankruptcy, insolvency or tortious act of any person with whom any moneys, securities or
effects shall be deposited or left or for any other loss, damage or misfortune whatever which
shall happen in the execution of the duties of his office or in relation thereto unless the same
happen through his own negligence, wilful default, breach of duty or breach of trust.
SECRECY
181. No member shall be entitled to require discovery of or any information respecting any detail of the
Company’s trade or any matter which may be in the nature of a trade secret, mystery of trade or
secret process which may relate to the conduct of the business of the Company and which in the
opinion of the Directors, it will be inexpedient in the interest of the members of the Company to
communicate to the public save as may be authorised by law or required by the listing rules of the
Stock Exchange Securities Trading Limited.
ALTERATION OF ARTICLES
182. Where these Articles have been approved by any Stock Exchange upon which the shares in the
Company may be listed, no provisions of these Articles shall be deleted, amended or added
without the prior written approval of such Stock Exchange which had previously approved these
Articles.
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NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of Pteris Global Limited (the
“Company”) will be held at 28 Quality Road, Singapore 618828 on 23 July 2014 at 3.00 p.m. for the
purpose of considering and, if thought fit, passing with or without modifications the following ordinary and
special resolutions set out below.
All capitalised terms in this Notice of EGM which are not defined herein shall have the same meanings
ascribed to them in the circular to shareholders of the Company dated 24 June 2014 (the “Circular”).
ORDINARY RESOLUTION 1: THE PROPOSED SHARE CONSOLIDATION

That subject to and contingent upon the passing of Ordinary Resolutions 2, 3, 4, 8, 9, 10, 11 and 12, and
Special Resolution 1 in this Notice of EGM:
(a) every five (5) Pre-Consolidation Shares in the capital of the Company be consolidated into one (1)
Post-Consolidation Share in the capital of the Company with effect from a date to be fixed by the
Directors;
(b) any fraction of a Post-Consolidation Share which may arise from the Proposed Share
Consolidation pursuant to paragraph (a) above shall be disregarded, and all fractions of the Post-
Consolidation Shares to which holders of the issued ordinary shares in the capital of the Company
would otherwise be entitled to shall be aggregated and sold and the proceeds arising therefrom
shall be retained for the benefit of the Company;
(c) for the Directors of the Company to be authorised to fix the Books Closure Date and the date on
which the Shares will trade on Catalist in board lots of 1,000 Post-Consolidation Shares in their
absolute discretion as they deem fit; and
(d) the Directors and each of them be and are hereby authorised and empowered to complete and do
all such acts and things (including without limitation, to execute all such documents as may be
required, to approve any amendments, alterations or modifications to any documents, and to sign,
file and/or submit any notices, forms and documents with or to the relevant authorities) as they may
consider necessary, desirable or expedient to give effect to the matters contemplated by this
Ordinary Resolution.
ORDINARY RESOLUTION 2: THE PROPOSED ACQUISITION OF 70% EQUITY INTERESTS (THE

“PROPOSED CIMC ACQUISITION”) IN SHENZHEN CIMC-TIANDA AIRPORT SUPPORT LTD
(深圳中集天达空港设备有限公司) (“TIANDA”) FROM CHINA INTERNATIONAL MARINE CONTAINERS
(HONG KONG) LTD (INDIRECTLY BY WAY OF THE ACQUISITION OF A 100% SHAREHOLDING
INTEREST IN TECHMAN (HONG KONG) LIMITED)
Special Resolution 1 in this Notice of EGM, approval be and is hereby given for:
(a) the Proposed CIMC Acquisition on the terms and conditions set out in the CIMC SPA;
(b) the Proposed CIMC Acquisition, pursuant to Chapter 10 of the Listing Manual of the SGX-ST,
being a reverse takeover transaction; and
(c) the Directors of the Company and each of them to be authorised to take such steps, enter into all
such transactions, arrangements and agreements and execute all such documents as may be
necessary or expedient for the purpose of giving effect to the Proposed CIMC Acquisition.
N-1
ORDINARY RESOLUTION 3: PROPOSED ALLOTMENT AND ISSUANCE OF THE CIMC AGGREGATE

CONSIDERATION SHARES
Special Resolution 1 in this Notice of EGM and pursuant to Section 161 of the Companies Act (Chapter
50) of Singapore (the “Companies Act”):
(a) the Directors be hereby authorised to allot and issue up to 162,779,074 CIMC Aggregate
Consideration Shares at the Issue Price to CIMC-HK (or its nominees) in satisfaction of the CIMC
Consideration for the Proposed CIMC Acquisition; and
(b) the Directors and each of them be and are hereby authorised and empowered to complete and do
ORDINARY RESOLUTION 4: PROPOSED ALLOTMENT AND ISSUANCE OF THE CIMC ADDITIONAL

SHARES
Special Resolution 1 in this Notice of EGM and pursuant to Section 161 of the Companies Act:
(a) the Directors be hereby authorised to allot and issue 37,047,372 CIMC Additional Shares for nil
consideration to CIMC-HK (or its nominees); and
ORDINARY RESOLUTION 5: THE PROPOSED ACQUISITION OF 30% EQUITY INTERESTS (THE

“PROPOSED MANAGEMENT CO ACQUISITION”) IN TIANDA FROM SHENZHEN TGM LTD.
(深圳市特哥盟科技有限公司)
That subject to and contingent upon the passing of Ordinary Resolutions 1, 2, 3, 4, 6, 7, 8, 9, 10, 11 and
12, and Special Resolution 1 in this Notice of EGM, approval be and is hereby given for:
(a) the Proposed Management Co Acquisition on the terms and conditions set out in the Management
Co Agreements;
(b) the Proposed Management Co Acquisition, when taken together with the Proposed CIMC
Acquisition, pursuant to Chapter 10 of the Listing Manual of the SGX-ST, being a reverse takeover
transaction; and
(c) the Directors of the Company and each of them to be authorised to take such steps, enter into all
such transactions, arrangements and agreements and execute all such documents as may be
necessary or expedient for the purpose of giving effect to the Proposed Management Co
Acquisition.
N-2
ORDINARY RESOLUTION 6: PROPOSED ALLOTMENT AND ISSUANCE OF THE MANAGEMENT CO

AGGREGATE CONSIDERATION SHARES
12, and Special Resolution 1 in this Notice of EGM and pursuant to Section 161 of the Companies Act:
(a) the Directors be hereby authorised to allot and issue up to 69,762,458 Management Co Aggregate
Consideration Shares at the Issue Price to the Management Co in satisfaction of the Management
Co Consideration for the Proposed Management Co Acquisition; and
ORDINARY RESOLUTION 7: PROPOSED ALLOTMENT AND ISSUANCE OF THE MANAGEMENT CO

ADDITIONAL SHARES
12, and Special Resolution 1 in this Notice of EGM and pursuant to Section 161 of the Companies Act:
(a) the Directors be hereby authorised to allot and issue 15,877,445 Management Co Additional
Shares for nil consideration to the Management Co; and
ORDINARY RESOLUTION 8: PROPOSED ALLOTMENT AND ISSUANCE OF THE AM CONVERSION

SHARES
Special Resolution 1 in this Notice of EGM and pursuant to Section 161 of the Companies Act:
(a) the Directors be hereby authorised to allot and issue 1,846,153 AM Conversion Shares at the Issue
Price to CIMC-HK (or its nominee) pursuant to a conversion of the Advanced Monies; and
ORDINARY RESOLUTION 9: PROPOSED ALLOTMENT AND ISSUANCE OF THE CANACCORD

SHARES
Special Resolution 1 in this Notice of EGM and pursuant to Section 161 of the Companies Act;
(a) the Directors be hereby authorised to allot and issue up to 1,100,000 Canaccord Shares to
Canaccord Genuity in satisfaction of the Canaccord Shares Amount; and
N-3
ORDINARY RESOLUTION 10: PROPOSED WHITEWASH RESOLUTION

Special Resolution 1 in this Notice of EGM, the shareholders of the Company (“Shareholders”) other
than the Vendors Concert Party Group hereby resolve, on a poll, unconditionally and irrevocably to waive
their rights to receive a mandatory general offer in accordance with Rule 14 of the Singapore Code on
Take-overs and Mergers from the Vendors Concert Party Group for all the shares in the capital of the
Company in issue not already owned, controlled or agreed to be acquired by the Vendors Concert Party
Group as a result of the allotment and issuance of the CIMC Aggregate Consideration Shares, the CIMC
Additional Shares and the AM Conversion Shares to CIMC-HK (or its nominees) and the Management Co
Aggregate Consideration Shares and the Management Co Additional Shares to the Management Co.
ORDINARY RESOLUTION 11: PROPOSED APPOINTMENT OF MR. LI YINHUI AS DIRECTOR OF THE

ENLARGED GROUP
Special Resolution 1 in this Notice of EGM and the Proposed Acquisition Completion, Mr. Li Yinhui be
and is hereby appointed as a Non-Executive Director of the Company with effect from the Proposed
Acquisition Completion Date.
ORDINARY RESOLUTION 12: THE PROPOSED IPT MANDATE

Special Resolution 1 in this Notice of EGM:
(a) that approval be and is hereby given for the Company and its subsidiaries or any of them to enter
into any of the transactions falling within the categories of interested person transactions described
in Section 12.5 of the Circular with any party who is of the class or classes of interested persons
described in Section 12.4 of the Circular in accordance with the guidelines and procedures for
review and administration of the interested person transactions as described in Section 12.6 of the
Circular (the “Proposed IPT Mandate”);
(b) that the Proposed IPT Mandate shall, unless revoked or varied by the Company in general
meeting, continue to be in force until the conclusion of the next Annual General Meeting of the
Company;
(c) that the Audit and Risk Committee of the Company be and is hereby authorised to take such action
as it deems proper in respect of procedures and/or to modify or implement such procedures as
may be necessary to take into consideration any amendment to Chapter 9 of the Catalist Rules
which may be prescribed by the SGX-ST from time to time; and
(d) that authority be and is hereby given to the directors of the Company to complete and do all such
acts and things (including executing all such documents as may be required) as they may consider
expedient, necessary or in the interest of the Company to give effect to the Proposed IPT Mandate
and/or this Resolution.
N-4
SPECIAL RESOLUTION 1: THE PROPOSED TRANSFER OF THE COMPANY FROM THE SGX-ST
MAIN BOARD TO SGX-CATALIST
That subject to and contingent upon the passing of Ordinary Resolutions 1, 2, 3, 4, 8, 9, 10, 11 and 12 in
this Notice of EGM, approval be and is hereby given, pursuant to Rule 410(4) of the Catalist Rules for the
Company to transfer from the SGX-ST Main Board to the Catalist.
SPECIAL RESOLUTION 2: THE PROPOSED ADOPTION OF THE NEW ARTICLES OF ASSOCIATION

OF THE COMPANY
That approval be and is hereby given to the Company that the regulations contained in the new Articles
of Association of the Company be adopted in substitution for, and to the exclusion of, the existing articles
of Association of the Company.
By Order of the Board
LIM JOO BOON

Chairman
For and on behalf of the Board of Directors of

24 June 2014
Notes:
(1) A member entitled to attend and vote at the EGM is entitled to appoint one (1) or two (2) proxies to attend and vote in his
stead. A proxy need not be a member of the Company.
(2) A member of the Company which is a corporation is entitled to appoint its authorised representative or proxy to vote on its
behalf.
(3) The instrument appointing a proxy or proxies must be under the hand of the appointer or his attorney duly authorised in
writing. Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executed either under its
common seal or under the hand of its attorney or a duly authorised officer.
(4) The instrument appointing a proxy or proxies must be deposited at the Company’s registered office at 28 Quality Road,
Singapore 618828, not less than forty-eight (48) hours before the time set for the EGM.
N-5
EXTRAORDINARY GENERAL MEETING – PROXY FORM
PTERIS GLOBAL LIMITED IMPORTANT:

(Company Registration No. 197900230M) 1. For investors who have used their CPF monies to buy shares,
this Circular to Shareholders is forwarded to them at the
request of their CPF Approved Nominees and is sent solely
FOR INFORMATION ONLY.
2. This Proxy Form is not valid for use by CPF investors and shall
EXTRAORDINARY GENERAL MEETING be ineffective for all intents and purposes if used or purported
to be used by them.
PROXY FORM 3. CPF Investors who wish to attend the Meeting as an observer
must submit their requests through their CPF Approved
Nominees within the time frame specified. If they also wish to
(You are advised to read the notes overleaf vote, they must submit their voting instructions to the CPF
before completing this form) Approved Nominees within the time frame specified to enable
them to vote on their behalf.
I/We (Name)
of (Address)
being a member/members of Pteris Global Limited (the “Company”) hereby appoint:
Name Address NRIC/Passport Proportion of

No. Shareholdings (%)
and/or (delete as appropriate)
Name Address NRIC/Passport Proportion of

No. Shareholdings (%)
as my/our* proxy/proxies* to attend and to vote for me/us* on my/our* behalf at the Extraordinary General Meeting
(the “EGM”) of the Company, to be held at 28 Quality Road, Singapore 618828 on 23 July 2014 at 3.00 p.m. and at
any adjournment thereof. I/We* direct my/our* proxy/proxies* to vote for or against the Resolutions to be proposed at
the EGM as indicated hereunder with an “X” in the appropriate boxes. If no specific direction as to voting is given, the
proxy/proxies* will vote or abstain from voting at his/their* discretion, as he/they* will on any other matter arising at
the EGM. The authority herein includes the right to demand or to join in demanding a poll and to vote on a poll.
No. Ordinary Resolution For Against

1. Contingent upon the passing of Ordinary Resolutions 2, 3, 4, 8, 9, 10, 11
and 12, and Special Resolution 1, to approve the Proposed Share Consolidation
2. Contingent upon the passing of Ordinary Resolutions 1, 3, 4, 8, 9, 10, 11 and 12,
and Special Resolution 1, to approve the Proposed CIMC Acquisition
and Special Resolution 1, to approve the allotment and issuance of the
CIMC Aggregate Consideration Shares
CIMC Additional Shares
5. Contingent upon the passing of Ordinary Resolutions 1, 2, 3, 4, 6, 7, 8, 9, 10, 11
and 12, and Special Resolution 1, to approve the Proposed Management Co
Acquisition
6. Contingent upon the passing of Ordinary Resolutions 1, 2, 3, 4, 5, 7, 8, 9, 10,
11 and 12, and Special Resolution 1, to approve the allotment and issuance
of the Management Co Aggregate Consideration Shares
7. Contingent upon the passing of Ordinary Resolutions 1, 2, 3, 4, 5, 6, 8, 9, 10,
11 and 12, and Special Resolution 1, to approve the allotment and issuance
of the Management Co Additional Shares
AM Conversion Shares

EXTRAORDINARY GENERAL MEETING – PROXY FORM
No. Ordinary Resolution For Against

Canaccord Shares
and Special Resolution 1, to approve the Proposed Whitewash Resolution (by poll)
and Special Resolution 1, to approve the appointment of Mr. Li Yinhui as a
Director of the Company
and Special Resolution 1, to approve the Proposed IPT Mandate
No. Special Resolution For Against
1. Contingent upon the passing of Ordinary Resolutions 1, 2, 3, 4, 8, 9 10, 11
and 12, to approve the Proposed Listing Transfer
2. To approve the Proposed Adoption of the New Articles of Association of the
Company
Dated this day of 2014
Total number of Shares in: Number of Shares
(a) CDP Register
(b) Register of Members
Signature(s) of Shareholder(s) / Common Seal
* Delete accordingly
Notes:
1. A member entitled to attend and vote at the EGM is entitled to appoint one (1) or two (2) proxies to attend and vote in his
stead. A proxy need not be a member of the Company.
2. Where a member appoints more than one (1) proxy, the appointments shall be invalid unless he specifies the proportion of
his holding (expressed as a percentage of the whole) to be represented by each proxy.
3. Completion and return of this instrument appointing a proxy shall not preclude a member from attending and voting at the
EGM. Any appointment of a proxy or proxies shall be deemed to be revoked if a member attends the EGM in person, and in
such event, the Company reserves the right to refuse to admit any person or persons appointed under the instrument of
proxy, to the EGM.
4. A member should insert the total number of shares held. If the member has shares entered against his name in the
Depository Register (as defined in Section 130A of the Companies Act, Cap.50 of Singapore), he should insert that number
of shares. If the member has shares registered in his name in the Register of Members of the Company, he should insert that
number of shares. If the member has shares entered against his name in the Depository Register and registered in his name
in the Register of Members, he should insert the aggregate number of shares. If no number is inserted, this form of proxy will
be deemed to relate to all the shares held by the member.
5. The instrument appointing a proxy or proxies must be deposited at the Company’s registered office at 28 Quality Road
Singapore 618828, not less than forty-eight (48) hours before the time set for the EGM.
6. The instrument appointing a proxy or proxies must be under the hand of the appointer or his attorney duly authorised in
writing. Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executed either under its
common seal or under the hand of its attorney or a duly authorised officer.
7. Where an instrument appointing a proxy is signed on behalf of the appointer by an attorney, the letter or power of attorney or
a duly certified copy thereof must (failing previous registration with the Company) be lodged with the instrument of proxy,
falling which the instrument may be treated as invalid.
8. The Company shall be entitled to reject the instrument appointing a proxy or proxies which is incomplete, improperly
completed, illegible or where the true intentions of the appointer are not ascertainable from the instructions of the appointer
specified on the instrument. In addition, in the case of shares entered in the Depository Register, the Company may reject the
instrument appointing a proxy or proxies if the member, being the appointer, is not shown to have shares entered against his
name in the Depository Register as at forty-eight (48) hours before the time appointed for holding the EGM, as certified by
The Central Depository (Pte) Limited to the Company.

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CIRCULAR DATED 24 JUNE 2014

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

PTERIS GLOBAL LIMITED

CANACCORD GENUITY SINGAPORE PTE. LTD.

Asiasons WFG Capital Pte Ltd

6.5 Deposit of Share Certificates with CDP........................................................................ 58

18.5 Directors, Proposed Director, Executive Officers, Proposed Executive Officers

24. ADVICE OF THE INDEPENDENT FINANCIAL ADVISERS IN RELATION TO THE

B6.8 Inventory Management ................................................................................................ 220

B12. DIVIDEND POLICY .................................................................................................................. 280

Existing Board : Mr. Lim Joo Boon (Non-Executive Chairman and

Enlarged Board upon the completion : Mr. Li Yinhui (Non-Executive Chairman)

Company Secretaries : Ong Beng Hong, LLB (Hons)

Registered Office of the Company : 28 Quality Road

Share Registrar : KCK CorpServe Pte Ltd

Financial Adviser to the Company in : Canaccord Genuity Singapore Pte. Ltd.

Financial Adviser to CIMC-HK in : ING Bank N.V., Singapore Branch

Auditors to the Company and : KPMG LLP

Partner-in-charge: Mr. Gerald Low

Registered Office of Tianda : Shenzhen CIMC-Tianda Airport Support Ltd

Auditors to the Tianda Group : KPMG LLP

Partner-in-charge: Mr. Gerald Low

Legal Adviser to the Company in : Messrs. Lee & Lee

Legal Adviser to CIMC-HK on : WongPartnership LLP

Legal Adviser to the Company on : GFE Law Office

Legal Adviser to the Company on : Iu, Lai & Li

Legal Adviser to the Company on : Taj - Société d’avocats

Legal Adviser to the FA : ATMD Bird & Bird LLP

Independent Valuer : Jones Lang LaSalle Corporate Appraisal and Advisory

Independent Financial Adviser in : Asian Corporate Advisors Pte. Ltd.

Independent Financial Adviser in : Asiasons WFG Capital Pte Ltd

Principal Bankers of the Company : DBS Bank Limited

Principal Bankers of the Tianda : Bank of China

Companies within the Enlarged Group

“CIMC Longyan” : CIMC-Tianda (Longyan) Investment Development Co., Ltd. (中集

“Company”, “Pteris” or : Pteris Global Limited

“Techman” : Techman (Hong Kong) Limited

“Tianda” : Shenzhen CIMC-Tianda Airport Support Ltd (深圳中集天达

“Tianda Logistics” : Shenzhen CIMC-Tianda Logistics System Engineering Co., Ltd.

“Xinfa” : Xinfa Airport Equipment Ltd (民航协发机场设备有限公司)

Other agencies, corporations and organisations

“ACA” : Asian Corporate Advisors Pte. Ltd.

“Authority” or “MAS” : The Monetary Authority of Singapore

“AWFG” : Asiasons WFG Capital Pte Ltd

“Canaccord Genuity”, “FA” or : Canaccord Genuity Singapore Pte. Ltd.

“CDP” : The Central Depository (Pte) Limited

“CIMC” : China International Marine Containers (Group) Ltd, the 100%

“CIMC Finance” : CIMC-Finance Company Ltd., a wholly-owned subsidiary of

“CIMC-HK” : China International Marine Containers (Hong Kong) Ltd

“Crisplant” : Crisplant A/S

“IFA” or “Independent Financial : ACA or AWFG, as applicable

“Management Co” : Shenzhen TGM Ltd. (深圳市特哥盟科技有限公司)

“SGX-ST” : Singapore Exchange Securities Trading Limited

“Share Registrar” : KCK CorpServe Pte Ltd

“Sharp Vision” or “SVHL” : Sharp Vision Holdings Limited, a wholly-owned subsidiary of

“SIC” : Securities Industry Council

“Valuer” : Jones Lang LaSalle Corporate Appraisal and Advisory Limited,

“Additional Shares : The announcement made by the Company on 26 March 2014

“AM Conversion Shares” : Such integer number of Post-Consolidation Shares which is

“Articles” : The articles of association of the Company, as may be amended,

“Associate” : (a) in relation to any director, chief executive officer,

(i) his immediate family;

(ii) the trustees of any trust of which he or his