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Opinion of the Independent Financial Adviser
Provenance Capital Pte. Ltd. was appointed as our independent financial adviser pursuant to
Rule 920(1)(b)(v) of the Listing Manual to provide an opinion on whether the review procedures set out above
for determining the transaction prices and terms of the Mandated Transactions are sufficient to ensure that the
transactions will be carried out on normal commercial terms and will not be prejudicial to the interests of our
Company or minority Shareholders.
Based on the review procedures for the Mandated Transactions, Provenance Capital Pte. Ltd. is of the
opinion that the current guidelines and review procedures for determining the transaction prices of the
Mandated Transactions if adhered to, are sufficient to ensure that the Mandated Transactions will be carried
out on normal commercial terms and will not be prejudicial to the interests of our Company or minority
Shareholders.
Potential Conflicts of Interest
Exchangeable Loan Agreement with SCPEL
Yaw Chee Siew, Business Companion Investments and SCPEL entered into the Exchangeable Loan
Agreement, under which SCPEL has acquired certain indirect interests in our Shares. See “Substantial
Shareholders and Vendors — Exchangeable Loan Agreement”. Our Non-executive Director William Edward
Alastair Morrison was appointed as a Director of our Company pursuant to the obligations of Business
Companion Investments and Yaw Chee Siew under the Exchangeable Loan Agreement. He is also the
Managing Director of SCPEL.
SCPEL, which is incorporated in Hong Kong, is a subsidiary of Standard Chartered Bank, and its
principal business is to undertake private equity investments. Due to the nature of its business, it may from
time to time invest in ventures that carry on similar businesses or deal in similar products as our Group, or
which compete with the businesses of our Group.
In the event of any possible conflict of interest between our Group and any company in which SCPEL
has an investment, Mr. Morrison will (to the extent that he is aware of such conflict and is not able to act in
the best interests of our Company as a result of such conflict) disclose the conflict to our Board and abstain
from voting or participating in the decision-making process in relation to those matters.
Confirmation from Yaw Chee Siew
Yaw Chee Siew has provided a confirmation to us that as of the Latest Practicable Date, he and entities
of which he is a controlling shareholder:
(a) are not carrying on businesses similar to those carried out by our Group or which compete
directly or indirectly with the businesses carried out by our Group as at the date of the listing of our
Company on the SGX-ST (“Competing Businesses”);
(b) do not have any interest in any company as a controlling shareholder, that carries on Competing
Businesses; and
(c) do not carry on any business activities which conflict with the interests of our Group in any way.
Yaw Chee Siew has further undertaken that he will not and will use his best endeavours to procure that
his spouse, children and the entities of which he is a controlling shareholder will not carry on, participate or
be engaged in any Competing Businesses in the future so long as our Company remains listed on the SGX-ST
and he:
(a) in fact exercises control over our Company;
(b) holds directly or indirectly 15% or more of the nominal amount of all Shares; or
(c) serves as a Director.
Save as disclosed in this section, none of our Directors, Controlling Shareholders or their Associates have
any interest, direct or indirect, in:
(a) any company carrying on the same business or dealing in similar products as we;
(b) any company that is our customer, supplier or sub-contractor; and
(c) any material transactions to which we were or are a party.
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