OFFER DOCUMENT DATED 11 APRIL 2013(registered by the Singapore Exchange Securities Trading Limited acting as agent on behalf of the Monetary Authority of Singapore on 11 April 2013)

This document is important. If you are in any doubt as to the action you should take, you should consult your legal, fi nancial, tax or other professional adviser(s).

CIMB Bank Berhad, Singapore Branch (the “Sponsor”) has made an application to the Singapore Exchange Securities Trading Limited (the “SGX-ST”) for permission to deal in, and for quotation of, all the ordinary shares (the “Shares”) in the capital of GDS Global Limited (the “Company”) already issued (including the Vendor Shares (as defi ned herein)) and the new shares (the “New Shares”) (the New Shares together with the Vendor Shares, collectively known as the “Invitation Shares” which are the subject of the Invitation (as defi ned herein)), on Catalist (as defi ned herein). Acceptance of applications for the Invitation Shares will be conditional upon issue of the New Shares and the listing and quotation of all our existing issued Shares (including the Vendor Shares) and the New Shares. Monies paid in respect of any application accepted will be returned if the admission and listing do not proceed. The dealing in and quotation of the Shares will be in Singapore dollars.

Companies listed on Catalist may carry higher investment risk when compared with larger or more established companies listed on the Main Board of the SGX-ST. In particular, companies may list on Catalist without a track record of profi tability and there is no assurance that there will be a liquid market in the shares or units of shares traded on Catalist. You should be aware of the risks of investing in such companies and should make the decision to invest only after careful consideration and, if appropriate, consultation with your professional adviser(s).

This offer of Invitation Shares is made in or accompanied by this Offer Document that has been registered by the SGX-ST acting as agent on behalf of the Monetary Authority of Singapore (the “Authority”).

Neither the Authority nor the SGX-ST has examined or approved the contents of this Offer Document. Neither the Authority nor the SGX-ST assumes any responsibility for the contents of this Offer Document, including the correctness of any of the statements or opinions made or reports contained in this Offer Document. The SGX-ST does not normally review the application for admission but relies on the Sponsor confi rming that our Company is suitable to be listed and complies with the Listing Manual (as defi ned herein). Neither the Authority nor the SGX-ST has in any way considered the merits of the Shares (including the Vendor Shares) and the New Shares being offered for investment. The registration of this Offer Document by the SGX-ST does not imply that the Securities and Futures Act (Chapter 289) of Singapore, or any other legal or regulatory requirements, or requirements under the SGX-ST’s listing rules, have been complied with.

We have not lodged this Offer Document in any other jurisdiction.

Investing in our Shares involves risks which are described in the section entitled “RISK FACTORS” of this Offer Document.

After the expiration of six (6) months from the date of registration of this Offer Document, no person shall make an offer of our Shares, or allot, issue or sell any of our Shares, on the basis of this Offer Document; and no offi cer or equivalent person or promoter of our Company will authorise or permit the offer of any of our Shares or the allotment, issue or sale of any of our Shares, on the basis of this Offer Document.

CIMB Bank Berhad (13491-P)Singapore Branch

(Incorporated in Malaysia)

Sponsor

CIMB Securities (Singapore) Pte. Ltd.(Company Registration No.: 198701621D)(Incorporated in the Republic of Singapore)

Underwriter and Placement Agent

GDS GLOBAL LIMITED(Company Registration No.: 201217895H)(Incorporated in the Republic of Singapore on 19 July 2012)

Invitation in respect of 17,500,000 Invitation Shares comprising 12,000,000 New Shares and 5,500,000 Vendor Shares, as follows:(a) 1,000,000 Offer Shares at S$0.25 each by way of public offer; and (b) 16,500,000 Placement Shares at S$0.25 each by way of placement,

payable in full on application.

PRODUCTS AND SERVICES

We manufacture and sell (i) Gliderol Australia’s roller door

and bi-fold door products in Singapore, Malaysia, Brunei

and Middle East under the Gliderol and Renlita brands

respectively and (ii) our proprietary door and shutter

systems, under the Gliderol brand. In addition, we are

the exclusive distributor for Butzbach door products in

Singapore, Malaysia and Brunei and for Won-Door door

products in Singapore.

DOOR SYSTEMS

Industrial DoorCommercial DoorHangar DoorGarage Door

FIRE-RATED SHUTTER SYSTEMS

Model FRSC non-insulated fi re shutterModel TIFS with normal heat insulationModel IFS series insulated fi re shutterModel IFC insulated fi re curtainModel FRSA non-insulated fi re shutter

SERVICE AND MAINTENANCE WORKS

Preventive and general maintenanceRepair and replacement of faulty componentsSafety checks

SPECIAL APPLICATIONS

Won-Door FireGuard fi re-rated accordion doorWon-Door DuraSound acoustic accordion doorButzbach NOVOSPRINT high-speed traffi c doorGliderol Swift high-speed traffi c doorHorizontally coiling hatch

THE LEADING COMMERCIAL AND INDUSTRIAL DOOR MANUFACTURER IN SINGAPORE FOR THE PERIOD OF 2010 TO 20121

1 Based on the report titled “Commercial and Industrial Doors in Singapore” prepared by the Independent Market Researcher, Euromonitor International Limited. 2 UL LLC (Underwriters Laboratories), a global independent safety science company offering expertise including, inter alia product safety and verifi cation services. 3 FM Approval, a division of Factory Mutual Insurance Company, which provides third party certifi cation of property loss prevention products and services.

Proposed dividendOur Directors intend to recommend and distribute dividends of not less than 30% of our net profi ts attributable to our Shareholders in each of FY2013, FY2014 and FY2015

A wide range of products including insulated fi re products

One of the few players in the industry who are able to supply steel insulated fi re shutters with an insulation value of up to 90 minutes

The only Singapore manufacturer which can offer UL2 and FM3 listed fi re shutters which building and construction companies may require for overseas projects

As at the Latest Practicable Date on 15 March 2013, we own patents relating to inventions entitled “Insulated Fire Shutter”, “Improvements to Roller Shutters” and “Louvred Shutter”

COMPETITIVE STRENGTHS

Leading provider of commercial and industrial door and shutter solutions in Singapore and the South East Asia region

• Long operating history spanning over 26 years

• Established reputation - some customers have

worked with us since the 1990s and having such

repeat customers is a recognition of our capabilities

Wide range of products including insulated fi re products

• Carry and supply an extensive range of door and

shutter products comprising industrial door systems,

fi re-rated shutter systems, commercial door systems,

hangar door systems and special applications

door systems

• One of the few players in the industry who are able to

supply steel insulated fi re shutters with an insulation

value of up to 90 minutes

• The only Singapore manufacturer which can offer

UL and FM listed fi re shutters which building and

construction companies may require for overseas

projects

Experienced and dedicated management team

• Chairman and CEO, Michael Wong has over 20

years of experience in the commercial and industrial

doors industry

• Assisted by a senior management team, the majority

of whom have more than ten (10) years of experience

in their respective fi elds

Well-equipped manufacturing facility

• Operate one of the largest manufacturing facilities

amongst the players in the door and shutter solutions

industry in Singapore

PROSPECTS

Singapore

• Rise in commercial, industrial and public works is likely to ramp up demand for commercial and industrial doors1. The Building and Construction Authority of Singapore projected the total construction contracts awarded (inclusive of residential contracts) to be valued at at least S$20 billion annually from 2013 to 20151

• The commercial and industrial door market is expected to experience positive average annual growth of 6.5% from 2012 to 2015 and customer value spending is forecasted to grow from S$40.2 million in 2012 to S$48.5 million in 2015, driven by large scale public sector projects and signifi cant additions of commercial and industrial space1

• As part of our continuing product development efforts, we are currently seeking to increase the fi re insulation properties of our fi re shutters. As a result of these efforts, and if we are successful, we will be well positioned to take advantage of the prospects and developments in the Singapore market

The UAE and the Middle East

• Most of the major projects employ consultant architects and engineers from the USA and UK who usually require more stringent product specifi cations. This suits us well as our strength is in providing customised products to meet our customers’ requirements and specifi cations

• For fi re shutters, the standards specifi ed are either UL or British standard. We are in a good position as one of the few manufacturers that can offer fi re shutters tested to meet both these standards

GDS Global Limited is a leading specialist provider of commercial and industrial door and shutter solutions

in Singapore and the South East Asia region.

Backed by our strong technical expertise, proprietary know-how and technology-based solutions, we

manufacture and supply a wide range of door and shutter systems that can be tailored to our customers’

specifi c needs and requirements. We also provide service and maintenance works for the products

supplied or installed by us or third parties.

The end users of our products operate across a broad spectrum of industries. Over the years, some of our

iconic projects include, inter alia, Marina Bay Sands Integrated Resort, Resorts World Sentosa, Marina Bay

Financial Centre, Eurocopter hangar at Seletar Aerospace Park, Hamilton Scotts condominium and JCube.

CORPORATE PROFILE

1 Based on the report titled “Commercial and Industrial Doors in Singapore”

prepared by the Independent Market Researcher, Euromonitor International

Limited.

FY2012 product sales breakdown as a percentage of total door and shutter systems sales:

Revenue

Gross profi t and margin

FINANCIAL HIGHLIGHTS (S$ MILLION)(Financial Year ended 30 September)

Sale of door and shutter systems

Provision of service and maintenance works

As at the Latest Practicable Date on 15 March 2013, our order books based on confi rmed sales orders were approximately S$17.46 million.

FY2010 FY2012

13.5 13.8

12.2

1.3

12.4

FY2011

13.2

11.8

1.4 1.4

Gross Profi t

Gross Margin

Net profi t attributable to owners of the Company

68.1%

29.6%

2.3%

Gliderol and Renlita licensed door products

Butzbach and Won-Door products

Proprietaryproducts

35.8%40.2%

50.0%

FY2010 FY2012FY2011

4.95.3

6.9

CAGR 19.3%

CAGR 27.6%

FY2010 FY2012FY2011

1.6 1.7

2.7

• The MRO industry (Maintenance, Repair & Overhaul

of Aircraft) is experiencing strong growth in the region

due to increased ownership of private helicopters and

light aircraft. This leads to more small-sized hangars

being built to house them. We see good potential for

our Gliderol GIANT series hangar doors as it is a cost-

effective solution for such hangars

Taiwan

• Taiwan is one of the few countries that regulates the use

of insulated fi re shutters. We are in the process of testing

our products in Taiwan and we believe our insulated

fi re shutter design will be well-received and will perform

to the requisite testing standards

• Secured our fi rst project for hangars housing search-

and-rescue helicopters and light aircraft using our

Gliderol GIANT series hangar doors and are optimistic

that this can lead to more such projects

BUSINESS STRATEGIES AND FUTURE PLANS

To expand our operations in the Middle East and Taiwan

• Intend to expand our distribution network in the Middle

East to tap on the increased demand for commercial

and industrial doors

• Plans for our Taiwan subsidiary to set up its own

manufacturing facilities when its business ramps up

To enhance our production and installation capability

• Intend to purchase new machinery and equipment to

increase our production effi ciency and/or increase our

existing capability

To continue to focus on our product development efforts

• To focus on works with higher technical complexities

as we believe that, going forward, there will be an

increasing demand for higher performance, specialised

or regulated door and shutter systems

• Aim to improve on and expand our existing product

range

To expand and develop our businesses into new markets through acquisitions, joint ventures and/or strategic alliances

i

TABLE OF CONTENTS

Page CORPORATE INFORMATION ............................................................................................................ 1

DEFINITIONS ...................................................................................................................................... 3 GLOSSARY OF TECHNICAL TERMS ................................................................................................ 12 CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS ..................................................... 16 SELLING RESTRICTIONS ................................................................................................................. 18 DETAILS OF THE INVITATION ........................................................................................................... 19 INDICATIVE TIMETABLE FOR LISTING ........................................................................................... 23 PLAN OF DISTRIBUTION .................................................................................................................. 24 OFFER DOCUMENT SUMMARY ....................................................................................................... 26

- OVERVIEW OF OUR GROUP .................................................................................................... 26

- SUMMARY OF OUR FINANCIAL INFORMATION ..................................................................... 27 THE INVITATION................................................................................................................................. 29 RISK FACTORS .................................................................................................................................. 30 INVITATION STATISTICS ................................................................................................................... 44 USE OF PROCEEDS AND LISTING EXPENSES ............................................................................. 46 DIVIDEND POLICY ............................................................................................................................. 48 SHARE CAPITAL ................................................................................................................................ 49 SHAREHOLDERS .............................................................................................................................. 52

- OWNERSHIP STRUCTURE ....................................................................................................... 52

- VENDOR ..................................................................................................................................... 53

- MORATORIUM ............................................................................................................................ 53 DILUTION ............................................................................................................................................ 54 RESTRUCTURING EXERCISE .......................................................................................................... 55

GROUP STRUCTURE ..................................................................................................................... 57 SELECTED COMBINED FINANCIAL INFORMATION ............................................................. 58 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS ......................................................................................................... 60

- OVERVIEW ............................................................................................................................... 60

- SEASONALITY ......................................................................................................................... 65

- INFLATION ................................................................................................................................ 65

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- REVIEW OF RESULTS OF OPERATIONS .......................................................................... 65

- REVIEW OF FINANCIAL POSITION .................................................................................... 69

- LIQUIDITY AND CAPITAL RESOURCES ............................................................................ 70

- CAPITAL EXPENDITURES AND DIVESTMENTS ............................................................. 74

- OPERATING LEASE COMMITMENTS ................................................................................ 75

- FOREIGN EXCHANGE MANAGEMENT ............................................................................. 75

- CHANGES IN ACCOUNTING POLICIES ............................................................................ 76 CAPITALISATION AND INDEBTEDNESS .................................................................................. 77

GENERAL INFORMATION ON OUR GROUP ............................................................................ 80

- HISTORY AND DEVELOPMENT .......................................................................................... 80

- BUSINESS OVERVIEW .......................................................................................................... 82

- OUR PRODUCTS AND RELATED SERVICES ................................................................... 83

- OUR PROCESS FOR PROVISION OF DOOR AND SHUTTER SYSTEMS SOLUTIONS.............................................................................................................................. 89

- OUR PROCESS FOR PROVISION OF SERVICE AND MAINTENANCE WORKS ...... 91

- MARKETING AND SALES ..................................................................................................... 92

- QUALITY CONTROL ............................................................................................................... 92

- PRODUCT DEVELOPMENT .................................................................................................. 93

- SAFETY POLICY ..................................................................................................................... 95

- STAFF TRAINING .................................................................................................................... 96

- AWARDS AND ACHIEVEMENTS.......................................................................................... 96

- INSURANCE ............................................................................................................................. 97

- MANUFACTURING FACILITIES ............................................................................................ 97

- PROPERTIES AND FIXED ASSETS .................................................................................... 98

- CORPORATE SOCIAL RESPONSIBILITY .......................................................................... 99

- INTELLECTUAL PROPERTY ................................................................................................. 99

- MAJOR CUSTOMERS ............................................................................................................ 103

- MAJOR SUPPLIERS ............................................................................................................... 104

- CREDIT MANAGEMENT ........................................................................................................ 105

- INVENTORY MANAGEMENT ................................................................................................ 106

- COMPETITION ......................................................................................................................... 106

- COMPETITIVE STRENGTHS ................................................................................................ 107

- PROSPECTS ............................................................................................................................ 108

- TREND INFORMATION .......................................................................................................... 110

- ORDER BOOK ......................................................................................................................... 111

- BUSINESS STRATEGIES AND FUTURE PLANS .............................................................. 111 GOVERNMENT REGULATIONS ................................................................................................... 113

iii

INTERESTED PERSON TRANSACTIONS ................................................................................. 122

- INTERESTED PERSONS ....................................................................................................... 122

- PAST INTERESTED PERSON TRANSACTIONS .............................................................. 123

- PRESENT AND ON-GOING INTERESTED PERSON TRANSACTIONS ...................... 125

- OTHER TRANSACTIONS ....................................................................................................... 126

- GUIDELINES AND REVIEW PROCEDURES FOR FUTURE INTERESTED PERSON TRANSACTIONS .................................................................................................... 126

POTENTIAL CONFLICTS OF INTERESTS ................................................................................ 129 DIRECTORS, MANAGEMENT AND STAFF ............................................................................... 131

- MANAGEMENT REPORTING STRUCTURE ...................................................................... 131

- DIRECTORS ............................................................................................................................. 132

- EXECUTIVE OFFICERS ......................................................................................................... 134

- DIRECTORS’ AND EXECUTIVE OFFICERS’ REMUNERATION ..................................... 136

- EMPLOYEES ............................................................................................................................ 137

- SERVICE AGREEMENT ......................................................................................................... 138 CORPORATE GOVERNANCE ...................................................................................................... 140 EXCHANGE CONTROLS ............................................................................................................... 144 CLEARANCE AND SETTLEMENT .............................................................................................. 145 GENERAL AND STATUTORY INFORMATION .......................................................................... 146 APPENDIX AINDEPENDENT AUDITORS’ REPORT AND THE COMBINED FINANCIAL STATEMENTSFOR THE FINANCIAL YEARS ENDED 30 SEPTEMBER 2010, 2011 AND 2012 ............ A-1

APPENDIX BINDEPENDENT AUDITORS’ REPORT AND THE UNAUDITED PROFORMA GROUP FINANCIAL INFORMATION FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2012 ......................................................................................................... B-1 APPENDIX CEUROMONITOR REPORT .................................................................................................. C-1 APPENDIX DDESCRIPTION OF ORDINARY SHARES ........................................................................... D-1 APPENDIX ESUMMARY OF SELECTED ARTICLES OF ASSOCIATION OF OUR COMPANY ............ E-1

APPENDIX FTAXATION ............................................................................................................................ F-1 APPENDIX G TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE ..................................................................................................................... G-1

1

CORPORATE INFORMATION

BOARD OF DIRECTORS : Wong Lok Yung (Chairman and Chief Executive Offi cer) Wu Chiaw Ching (Lead Independent Director) Goh Boon Kok (Independent Director) Pebble Sia Huei-Chieh (Independent Director) COMPANY SECRETARIES : Yeoh Kar Choo Sharon, ACIS Chiang Wai Ming, ACIS Lee Li Huang, CPA REGISTERED OFFICE AND : 86 International Road PRINCIPAL PLACE OF BUSINESS Singapore 629176 SHARE REGISTRAR AND SHARE : Boardroom Corporate & Advisory Services Pte. Ltd. TRANSFER OFFICE 50 Raffl es Place #32-01 Singapore Land Tower Singapore 048623 SPONSOR : CIMB Bank Berhad, Singapore Branch 50 Raffl es Place #09-01 Singapore Land Tower Singapore 048623 UNDERWRITER AND : CIMB Securities (Singapore) Pte. Ltd. PLACEMENT AGENT 50 Raffl es Place #19-00 Singapore Land Tower Singapore 048623 INDEPENDENT AUDITORS AND : Deloitte & Touche LLP REPORTING ACCOUNTANTS Certifi ed Public Accountants Singapore 6 Shenton Way Tower Two #32-00 Singapore 068809

Partner-in-charge: Ng Peck Hoon (a member of the Institute of Certifi ed Public Accountants of Singapore)

SOLICITORS TO THE INVITATION AND : Rodyk & Davidson LLP LEGAL ADVISER TO OUR COMPANY 80 Raffl es Place ON SINGAPORE LAW #33-00 UOB Plaza 1 Singapore 048624 LEGAL ADVISER TO OUR COMPANY : Afridi & Angell ON UNITED ARAB EMIRATES LAW P.O. Box 9371 Emirates Towers – Level 35 Sheikh Zayed Road Dubai, United Arab Emirates LEGAL ADVISER TO OUR COMPANY : Lotus International Law Offi ce ON TAIWAN LAW 5F, No. 2 Ren-Ai Road, Section 2, Taipei Taiwan (Republic of China)

2

PRINCIPAL BANKERS : United Overseas Bank Limited 80 Raffl es Place UOB Plaza 1 Singapore 048624

DBS Bank Ltd 12 Marine Boulevard DBS Asia Central @ MBFC Tower 3 Singapore 018982 RECEIVING BANK : CIMB Bank Berhad, Singapore Branch 50 Raffl es Place #09-01 Singapore Land Tower Singapore 048623 VENDOR : D’Oasis Pte. Ltd. 86 International Road Singapore 629176 INDEPENDENT MARKET : Euromonitor International Limited RESEARCHER 60-61 Britton Street London EC1M 5UX United Kingdom

3

DEFINITIONS

In this Offer Document and the accompanying Application Forms, the following defi nitions apply where the context so admits:

Group Companies

“Company” or “GDS” : GDS Global Limited. The terms “we”, “our”, “our Company” or “us” have correlative meanings

“Gliderol Doors” : Gliderol Doors (S) Pte. Ltd. “Gliderol Doors Taiwan” : Gliderol Doors Asia Limited “Gliderol International ME” : Gliderol International (ME) FZE “Group” : Our Company and our subsidiaries, following the completion of

the Restructuring Exercise

Our Principals

“Butzbach” : Butzbach GmbH Industrietore “Gliderol Australia” : Gliderol International Pty Ltd (formerly known as Gliderol Roller

Doors Pty Ltd) “Won-Door” : Won-Door Corporation

Other Corporations and Agencies

“Authority” : The Monetary Authority of Singapore “BCA” : Building and Construction Authority of Singapore

“Bell” : Bell Helicopter Textron Inc. “BRANZ” : BRANZ Ltd “CDP” : The Central Depository (Pte) Limited “Cessna” : Cessna Aircraft Company “CIMB” or “Sponsor” : CIMB Bank Berhad, Singapore Branch “CIT” : Cambridge Industrial Trust “CPF” : The Central Provident Fund “D’Oasis” : D’Oasis Pte. Ltd. “Eurocopter” : Eurocopter South East Asia Pte Ltd “Exova Warringtonfi re” : Exova Warringtonfi re Consulting (Singapore) Pte. Ltd. “GAL” : Gliderol Asia Limited “GDL” : Gliderol Doors LLC “GDM” : Gliderol Doors (M) Sdn Bhd

4

“GIID” : GIID Pty Limited (formerly known as Gliderol International Industrial Doors Pty Ltd)

“GTL” : Gliderol Taiwan Ltd “Independent Auditors and : Deloitte & Touche LLP Reporting Accountants” “Independent Market : Euromonitor International Limited Researcher” or “Euromonitor” “JTC” : Jurong Town Corporation “MOM” : Ministry of Manpower of Singapore “Participating Banks” : United Overseas Bank Limited (“UOB”) and its subsidiary, Far

Eastern Bank Limited (collectively, the “UOB Group”), DBS Bank Ltd (including POSB) (“DBS Bank”) and Oversea-Chinese Banking Corporation Limited (“OCBC”)

“PCT” : Patent Cooperation Treaty “Placement Agent” or : CIMB Securities (Singapore) Pte. Ltd. “Underwriter” or “CIMB Securities” “RBC Dexia” : RBC Dexia Trust Services Singapore Limited “Receiving Bank” : CIMB Bank Berhad, Singapore Branch “Rhodus” : Rhodus Capital Limited (formerly known as Rhodus Limited) “SCCS” : Securities Clearing and Computer Services (Pte) Limited “SCDF” : Singapore Civil Defence Force “SGX-ST” : Singapore Exchange Securities Trading Limited “Singapore Test Services” : Singapore Test Services Pte Ltd

“SIRIM” : SIRIM Berhad “Solicitors to the Invitation” : Rodyk & Davidson LLP “TÜV SÜD PSB” : TÜV SÜD PSB Pte Ltd

Locations

“13 Liu Fang Road” : 13 Liu Fang Road Singapore 628671 “79 Tuas Avenue 1” : No. 79 Tuas Avenue 1 Singapore 639515 “86 International Road” : 86 International Road Singapore 629176 “88 International Road” : 88 International Road Singapore 629177

5

General

“Application Forms” : The printed application forms to be used for the purpose of the Invitation and which form part of this Offer Document

“Application List” : The list of applications for subscription and/or purchase, as the

case may be, of the Invitation Shares “Articles” or “Articles of : The articles of association of our Company Association” “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 benefi ciary 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 30.0% or more;

(b) in relation to a substantial shareholder or a 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 30.0% or more

“associated company” : In relation to a corporation, means:

(a) any corporation in which the corporation or its subsidiary has, or the corporation and its subsidiary together have, a direct interest of not less than 20.0% but not more than 50.0% of the aggregate of the nominal amount of all the voting shares; or

(b) any corporation, other than a subsidiary of the corporation or a corporation which is an associated company by virtue of paragraph (a), the policies of which the corporation or its subsidiary, or the corporation together with its subsidiary, is able to control or infl uence materially

“ATM” : Automated teller machine of a Participating Bank “Audit Committee” : The audit committee of our Company as at the date of this Offer

Document, unless otherwise stated “Australia” : Commonwealth of Australia “Bahrain” : Kingdom of Bahrain “Bangladesh” : People’s Republic of Bangladesh

6

“BCISPA” : Building and Construction Industry Security of Payment Act (Chapter 30B) of Singapore

“Board” or “Board of Directors” : The board of Directors of our Company as at the date of this

Offer Document, unless otherwise stated “Brunei” : Nation of Brunei “Catalist” : The sponsor-supervised listing platform of the SGX-ST “CEO” : Chief Executive Offi cer “CFO” : Chief Financial Offi cer “Companies Act” : The Companies Act (Chapter 50) of Singapore, as amended,

modifi ed or supplemented from time to time “controlling shareholder” : In relation to a corporation,

(a) a person who has an interest in the voting shares of a corporation and who exercises control over the corporation; or

(b) a person who has an interest of 15.0% or more of the aggregate of the nominal amount of all the voting shares in a corporation, unless he does not exercise control over the corporation

“Directors” : The directors of our Company as at the date of this Offer Document, unless otherwise stated

“Distributed Products” : Third party products from our suppliers and principals, Butzbach

and Won-Door, that are distributed by us “Electronic Applications” : Applications for the Offer Shares made through an ATM or

through the IB website of one of the Participating Banks in accordance with the terms and conditions of this Offer Document

“EPS” : Earnings per Share “Euromonitor Report” : The report titled “Commercial and Industrial Doors in Singapore”

prepared by Euromonitor set out in Appendix C “Executive Director” : The executive director of our Company as at the date of this

Offer Document, unless otherwise stated

“Executive Offi cers” : The executive offi cers of our Group as at the date of this Offer Document, unless otherwise stated

“FY” : Financial year ended or, as the case may be, ending 30

September “Germany” : Federal Republic of Germany “Gina Lee” : Lee Pei Fang

7

“GST” : Goods and services tax “Hong Kong” : Hong Kong Special Administrative Region of the People’s

Republic of China “HY” : Half year ended or, as the case may be, ending 31 March “IB” : Internet Banking “Independent Auditors’ Report” : Independent Auditors’ Report and the Combined Financial

Statements for the Financial Years ended 30 September 2010, 2011 and 2012

“Independent Directors” : The independent directors of our Company as at the date of this

Offer Document, unless otherwise stated “India” : Republic of India “Indonesia” : Republic of Indonesia “Invitation” : The invitation by our Company and the Vendor to the public

in Singapore to purchase and/or subscribe for the Invitation Shares at the Invitation Price, subject to and on the terms and conditions of this Offer Document

“Invitation Price” : S$0.25 for each Invitation Share “Invitation Shares” : The 17,500,000 Shares comprising 12,000,000 New Shares and

5,500,000 Vendor Shares which are the subject of this Invitation “Iran” : Islamic Republic of Iran

“Iraq” : Republic of Iraq

“Ireland” : Republic of Ireland “Israel” : State of Israel “Italy” : Italian Republic

“Karen Lim” : Lim Mui Guek “Latest Practicable Date” : 15 March 2013, being the latest practicable date prior to the

lodgement of this Offer Document with the SGX-ST “Licenced Countries” : Countries in which Gliderol Australia has from time to time

granted a licence for the use of its intellectual property rights “Listing Manual” : Section B of the Listing Manual of the SGX-ST, as amended,

modifi ed or supplemented from time to time “Macau” : Macau Special Administrative Region of the People’s Republic of

China

“Malaysia” : Federation of Malaysia

8

“Management and : The management and sponsorship agreement dated 11 April Sponsorship Agreement” 2013 entered into between our Company, the Vendor and CIMB

pursuant to which CIMB agreed to manage and sponsor the Invitation, details as described in the section entitled “General and Statutory Information - Management, Underwriting and Placement Arrangements” of this Offer Document

“Manufactured Products” : Products comprising both proprietary and generic door and

shutter systems that are manufactured by us “Market Day” : A day on which the SGX-ST is open for trading in securities “MBSIR” : Marina Bay Sands Integrated Resort “Michael Wong” : Wong Lok Yung “Myanmar” : Republic of the Union of Myanmar “NAV” : Net asset value “New Shares” : The 12,000,000 new Shares which are the subject of this

Invitation “Nominating Committee” : The nominating committee of our Company as at the date of this

Offer Document, unless otherwise stated “NTA” : Net tangible assets

“Offer” : The offer by our Company and the Vendor of the Offer Shares to the public in Singapore for subscription and/or purchase at the Invitation Price, subject to and on the terms and conditions of this Offer Document

“Offer Document” : This offer document dated 11 April 2013 issued by our Company

in respect of the Invitation “Offer Shares” : The 1,000,000 Invitation Shares which are the subject of the

Offer “PER” : Price earnings ratio “Period under Review” : The period which comprises FY2010, FY2011 and FY2012 “Philippines” : Republic of the Philippines “Placement” : The placement of the Placement Shares by the Placement

Agent on behalf of our Company and the Vendor for subscription and/or purchase at the Invitation Price, subject to and on the terms and conditions of this Offer Document

“Placement Shares” : The 16,500,000 Invitation Shares which are the subject of the

Placement “Portugal” : Portuguese Republic

“PRC” or “China” : The People’s Republic of China, which for the purposes of this Offer Document and for geographical reference only, excludes Hong Kong and Macau Special Administrative Regions of the People’s Republic of China, and Taiwan

9

“Proforma Report” : Independent Auditors’ Report and the Unaudited Proforma Group Financial Information for the Financial Year ended 30 September 2012

“Qatar” : State of Qatar “Remuneration Committee” : The remuneration committee of our Company as at the date of

this Offer Document, unless otherwise stated “Restructuring Exercise” : The corporate restructuring exercise undertaken in connection

with the Invitation as described in the section entitled “Restructuring Exercise” of this Offer Document

“Saudi Arabia” : Kingdom of Saudi Arabia “Securities Account” : The securities account maintained by a depositor with CDP but

does not include a securities sub-account “Service Agreement” : The service agreement entered into between our Company and

our Chairman and CEO, Michael Wong, as set out in the section entitled “Directors, Management and Staff - Service Agreement” of this Offer Document

“SFA” : The Securities and Futures Act (Chapter 289) of Singapore, as

amended or modifi ed from time to time “Share(s)” : Ordinary share(s) in the capital of our Company “Shareholder(s)” : Registered holder(s) of Share(s), except where the registered

holder is CDP, the term “Shareholders” shall, in relation to such Shares mean the Depositors whose Securities Accounts are credited with Shares

“Share Split” : The sub-division of each Share in the issued share capital of our

Company into 50 Shares “Singapore” : Republic of Singapore “South Africa” : Republic of South Africa

“South Korea” : Republic of Korea “Spain” : Kingdom of Spain

“Sri Lanka” : Democratic Socialist Republic of Sri Lanka “Substantial Shareholder(s)” : Person(s) who has or have an interest in the Share(s), the

nominal amount of which is not less than fi ve per cent. (5.0%) of the aggregate of the nominal amount of all the voting shares of our Company

“Syria” : Syrian Arab Republic “Taiwan” : Republic of China “Thailand” : Kingdom of Thailand “UAE” : United Arab Emirates

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“UK” or “United Kingdom” : United Kingdom of Great Britain and Northern Ireland “Underwriting and Placement : The underwriting and placement agreement dated 11 Agreement” April 2013 entered into between our Company, the Vendor and

CIMB Securities pursuant to which CIMB Securities agreed to (i) underwrite our offer of the Offer Shares; and (ii) subscribe and/or procure subscribers for the Placement Shares, details as described in the section entitled “General and Statutory Information - Management, Underwriting and Placement Arrangements” of this Offer Document

“US” or “USA” : United States of America “Vendor” : D’Oasis Pte. Ltd. “Vendor Shares” : The 5,500,000 existing Shares for which the Vendor invites

applications to purchase at the Invitation Price, subject to and on the terms and conditions of this Offer Document

“Yemen” : Republic of Yemen

Currencies, Units and Others

“%” or “per cent.” : Per centum “€” or “EUR” : Euro “AED” : UAE dirham “AUD” : Australian dollar “Hz” : Hertz “kW/m2” : kilowatt per square metre “m” : Metre “mm” : Millimetre “S$” and “cents” : Singapore dollars and cents respectively “NT$” : New Taiwan dollar “sq ft” : Square feet “sq m” : Square metre “US$” : United States dollar

The expressions “Depositor”, “Depository Agent” and “Depository Register” shall have the meanings ascribed to them respectively in Section 130A of the Companies Act.

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

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Any reference in this Offer Document, the Application Forms and Electronic Applications to any statute or enactment is a reference to that statute or enactment as for the time being amended or re-enacted. Any word defi ned under the Companies Act, the SFA or any statutory modifi cation thereof and used in this Offer Document, the Application Forms and Electronic Applications shall, where applicable, have the meaning assigned to it under the Companies Act, the SFA or any statutory modifi cation thereof, as the case may be.

Any reference in this Offer Document, the Application Forms and Electronic Applications to Shares being allotted to an applicant includes allotment to CDP for the account of that Applicant.

Any reference to a time of day in this Offer Document, the Application Forms and Electronic Applications shall be a reference to Singapore time unless otherwise stated.

References in this Offer Document to “our Group”, “we”, “our”, and “us” or any other grammatical variations thereof shall unless otherwise stated, mean our Company, our Group or any member of our Group as the context requires.

Any discrepancies in the tables included herein between the listed amounts and the totals thereof are due to rounding. Accordingly, fi gures shown as totals in certain tables may not be an arithmetic aggregation of the fi gures that precede them.

Industry and Market Data

The information contained in “Appendix C – Euromonitor Report”, including market and industry statistical data, was provided by the Independent Market Researcher. We commissioned the Independent Market Researcher to provide the text for this Appendix. In compiling the data for this Appendix, the Independent Market Researcher relied on industry sources, published materials, its own private databanks and direct contacts within the industry. All of these sources were used to calculate the data and market information shown in this document.

This document includes market share, market position and industry data and forecasts. Industry publications and surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy or completeness of such included information. While we have taken reasonable actions to ensure that the information is extracted accurately and in its proper context, we have not independently verifi ed the accuracy of any of the data from third party sources or ascertained the underlying economic assumptions relied upon therein, and none of us, the Vendor, the Sponsor, the Underwriter and Placement Agent makes any representation as to the accuracy or completeness of that information. Statements as to our market share and market position are based on the most currently available market data obtained from such sources.

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GLOSSARY OF TECHNICAL TERMS

The glossary contains explanations of certain technical terms and abbreviations used in this Offer Document in connection with our Group and our business. The terms and abbreviations and their assigned meanings may not correspond to standard industry meanings or common meanings, as the case may be, or usage of these terms.

“accordion door” : An interior door that opens by folding back in sections (rather than swinging on hinges)

“Airbus 380” : A double-deck, wide-body, four (4)-engine jet airliner manufactured

by the European corporation Airbus S.A.S., a subsidiary of the European Aeronautic Defence and Space Company N.V.

“as-built drawings” : A revised set of drawings submitted by a contractor/manufacturer

upon completion of a project or a particular job which refl ects all changes made in the specifi cations and working drawings during the construction process, and show the exact dimensions, geometry, and location of all elements of the work completed under the contract

“barrel” : A component that a shutter curtain is attached to and coiled around

when in an “OPEN” position “BizSAFE” : A programme developed by Workplace Safety and Health Council

in collaboration with MOM to recognise an organisation’s workplace safety efforts

“BizSAFE Level 3” : A certifi cation to an organization in recognition of its efforts in

enforcing workplace safety, amongst others, to fully implement a risk management plan, with an independent MOM-approved auditor to audit the effectiveness of the risk management

“BizSAFE Star” : A certification to an organization in recognition of its efforts in enforcing workplace safety, amongst others, to engage an independent third-party certifi cation company to certify that the organisation’s WHSMS meets SS506 or its equivalent

“bottom tracks” : The tracks installed on the fl oor to guide the movement of sliding door panels

“cladding” : A type of fi nishing material fi xed to the door panel

“commissioning” : The process of ensuring all systems and components of a door or shutter system are installed and tested to function according to their design intent

“compartment walls” : The walls used to partition off a space for separate use or for limitation of the size of a confi ned space

“design engineer” : The professional in an organization who takes care of the total system and the inner workings/engineering of a product design

“door closers” : An automatic device which functions to close a door in the absence of manual control

“drum roll” : A roller shutter curtain rolled onto a barrel

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“DuraSound” : The name of the model of acoustic accordion door manufactured by Won-Door

“egress” : A path or opening for exit

“fi re curtain” : A fi re barrier made of fabric

“FireGuard” : The name of the model of fi re-rated accordion door manufactured by Won-Door

“fi re insulation value” : The value, measured in time, of the effectiveness of insulation against heat transmission from fi re

“fi re integrity” : The capability of a piece of construction material to prevent fi re on one side of the material from being transmitted to the other side within a designated period of time

“fi re integrity value” : The value of fi re integrity, measured in time

“fi re-rated” : Refers to a material having been tested for the maximum period of time during which an element of structure or building material may be expected to resist fi re penetration

“Fire Safety Act” : The Fire Safety Act (Chapter 109A) of Singapore, as amended,

modifi ed or supplemented from time to time

“fi re shutters” : Fire resisting roller shutters “FM” : FM Approval, a division of FM Global, which provides third party

certifi cation of property loss prevention products and services. FM listed fi re shutters and fi re-rated products are typically required in projects which are insured by FM Global

“FM Global” : Factory Mutual Insurance Company, a US based commercial and

industrial property insurance company “FRSA” : The name of one (1) of the models of our non-insulated fi re shutters “FRSC” : The name of one (1) of the models of our non-insulated fi re shutters “GRP” : Glass reinforced polyester, also known as fi berglass, which is a fi bre

reinforced polymer made of a plastic matrix reinforced by fi ne fi bres of glass

“guides” : The vertical channels of a shutter curtain that guide its upward and

downward movements “IBC” : International Building Code, which is a model building code

developed by the International Code Council, adopted throughout most of the USA

“IFC” : Insulated Fire Curtain, the name of one (1) of the models of our

products “IFS” : Insulated Fire Shutter, the name of one (1) of the models of our

products “infi lls” : Materials used for the purposes of fi lling voids

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“investigation checklist” : A reference checklist used by the service technicians of our Company when conducting service works

“ISO 9000” : An international set of fi ve (5) related standards for qualifi cation of

global quality assurance and quality control standards

“ISO 9001” : A version of the ISO 9000 for organisations that engage in research and development activities as well as production activities which is used when conformance with specifi c requirements is to be assured by the supplier during several product stages including design and development, production, testing, inspection and servicing

“leaf” : Refers to the door of a door or shutter system itself and the path it

travels in “lintol” : A horizontal structural member, such as a beam or stone, that spans

the top of an opening, between the uprights of a door or window or between two columns or piers

“maintenance schedule” : A list of planned maintenance tasks to be performed during a given

time period, together with the expected start times and durations of each of the tasks

“mullion” : A vertical element that forms a division between units of a door to

reduce the width of the opening “NFPA” : National Fire Protection Association, a USA trade association that

creates and maintains private and copyrighted standards and codes for usage and adaptation by local governments

“NOVOSPRINT” : The name of the model of horizontal high speed fabric door

manufactured by Butzbach “OHSAS 18000” : An international occupational health and safety management system

specifi cation “OHSAS 18001” : A version of OHSAS 18000 developed to enable organisations to

control occupational health and manage safety risks “Patent Co-operation Treaty” : An international patent law treaty which provides a unifi ed procedure

for fi ling patent applications to protect inventions in each of its contracting states

“personnel access doors” : A pass door for pedestrian use “project manager” : A professional in the fi eld of project management who has the

responsibility of the planning, supervision and execution of a project “radiation fl ux” : The amount of power radiated through a given area “roller door” : The alternative name for roller shutters “roller shutters” : A type of door that operates by rolling up and down and having a

door curtain consisting of a series of horizontal slats hinged together “shopdrawing” : A drawing or a set of drawings produced by a manufacturer typically

required for pre-fabricated components “Singapore Fire Code” or : SCDF Fire Code Master Version, as amended, modified or “Fire Code” supplemented from time to time

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“site survey” : An inspection of an area where work is proposed, to gather information for a design or an estimate to complete the initial tasks required for a project

“slat” : A horizontal door curtain component “sound insulation rating” : The measurement of sound insulation capability of a material “SS489:2001” : Singapore’s standard which specifi es the requirements and testing

methods to assess the fi re-resistance of shutters to protect openings in walls and to resist the passage of fi re

“SS506” : An occupational health and safety management system certifi cate

scheme which aims to help organisations establish and maintain a system of management to improve the welfare, health and safety of employees at the workplace

“STC” : Sound transmission class, a number rating of the ability of a material

or an assembly to resist airborne sound transfer at the frequencies 125-4000 Hz

“Swift” : The name of our model of high speed fabric door “tail-door” : A separate door at the top of a hangar door to accommodate the

passage of the tail of an aircraft “testing and commissioning : A reference checklist which guides the process of assuring form” all systems and components of a door or shutter system are

installed and tested to function according to its design intent “TIFS” : Thermally insulated fi re shutters - The model name for our fi re-rated

shutter with ambient thermal insulation “transom” : Horizontally dividing members of a structure “UBC” : Uniformed Building Code, which precedes the IBC “UL” : UL LLC (Underwriters Laboratories), a global independent safety

science company offering expertise including, inter alia product safety and verifi cation services. Fire shutters and fi re-rated products supplied to the US and Canadian markets typically have to be UL or FM listed. In addition, UL listed fi re shutters and fi re-rated products are widely accepted in the Middle East and various other markets

“vehicle pass doors” : A separate door built within a larger door to permit the passage of

vehicles without having to open the larger door “Vision Lites” : A small, transparent piece of material made of fi re-resistant ceramic

which permits vision through a fi re barrier “WHSMS” : Workplace Health and Safety Management System “wind load” : The force on a structure arising from the impact of wind on it

“works order” : A set of instructions created internally within an organisation for products or services, typically converted from a sales order, which is issued to the production department of the organisation and specifi es the scope of work contained in the sales order

16

CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS

All statements contained in this Offer Document, statements made in press releases and oral statements that may be made by us or our Directors, Executive Offi cers or employees acting on our behalf or the Vendor’s behalf that are not statements of historical fact, constitute “forward-looking statements”. You can identify some of these forward-looking statements by terms such as “expects”, “believes”, “plans”, “intends”, “estimates”, “anticipates”, “may”, “will”, “would” and “could” or similar words. However, you should note that these words are not the exclusive means of identifying forward-looking statements. All statements regarding our expected fi nancial position, trend information, business strategies, plans and prospects are forward-looking statements.

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

(a) our revenue and profi tability;

(b) expected growth in demand;

(c) expected industry trends and development;

(d) anticipated expansion plans; and

(e) other matters discussed in this Offer Document 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 our actual results, performance or achievements to be materially different from any future results, performance or achievements expected, expressed or implied by these forward-looking statements. These risks, uncertainties and other factors include, among others:

(a) changes in political, social and economic conditions and the regulatory environment in Singapore, the UAE, Taiwan and other countries in which we conduct business or expect to conduct business;

(b) changes in currency exchange rates;

(c) our inability to implement our business strategies and future plans;

(d) our inability to realise our anticipated growth strategies and expected internal growth;

(e) changes in the availability and prices of raw materials and goods which we require to operate our business;

(f) changes in customer preferences;

(g) changes in competitive conditions and our ability to compete under such conditions;

(h) changes in our future capital needs and the availability of fi nancing and capital to fund such needs;

(i) other factors beyond our control; and

(j) other factors that are described under the section entitled “Risk Factors” of this Offer Document.

Some of these risk factors are discussed in more detail in this Offer Document, in particular, the discussions under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Position and Results of Operations” of this Offer Document. These forward-looking statements are applicable only as at the date of this Offer Document.

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Given the risks and uncertainties that may cause our actual future results, performance or achievements to be materially different from that expected, expressed or implied by the forward-looking statements in this Offer Document, undue reliance must not be placed on these statements which apply only as at the date of this Offer Document. Neither our Company, the Vendor, the Sponsor, the Underwriter and Placement Agent nor any other person represents or warrants that our Group’s actual future results, performance or achievements will be as discussed in those statements.

All forward-looking statements by or attributable to us, or persons acting on our behalf, contained in this Offer Document are expressly qualifi ed in their entirety by such factors. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of the risks faced by us. We, the Vendor, the Sponsor, the Underwriter and Placement Agent disclaim any responsibility to update any of those forward-looking statements or publicly announce any revisions to those forward-looking statements to refl ect future developments, events or circumstances. We are, however, subject to the provisions of the SFA and the Listing Manual regarding corporate disclosure. In particular, pursuant to Section 241 of the SFA, if after the registration of this Offer Document but before the close of the Invitation, our Company becomes aware of (a) a false or misleading statement or matter in this Offer Document; (b) an omission from this Offer Document of any information that should have been included in it under Section 243 of the SFA; or (c) a new circumstance that has arisen since this Offer Document was lodged which would have been required by Section 243 of the SFA to be included in this Offer Document if it had arisen before this Offer Document was lodged and that is materially adverse from the point of view of an investor, our Company may in consultation with the Sponsor, the Underwriter and Placement Agent, lodge a supplementary or replacement offer document with the SGX-ST acting as agent on behalf of the Authority.

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SELLING RESTRICTIONS

This Offer Document does not constitute an offer, solicitation or invitation to purchase and/or subscribe for the Invitation Shares in any jurisdiction in which such offer, solicitation or invitation is unlawful or is not authorised or to any person to whom it is unlawful to make such offer, solicitation or invitation. No action has been or will be taken under the requirements of the legislation or regulations of, or of the legal or regulatory requirements of any jurisdiction, except for the lodgement and/or registration of this Offer Document in Singapore in order to permit a public offering of the Invitation Shares and the public distribution of this Offer Document in Singapore. The distribution of this Offer Document and the offering of the Invitation Shares in certain jurisdictions may be restricted by the relevant laws in such jurisdictions. Persons who may come into possession of this Offer Document are required by our Company, the Vendor, the Sponsor, the Underwriter and Placement Agent to inform themselves about, and to observe and comply with, any such restrictions at their own expense and without liability to our Company, the Vendor, the Sponsor, the Underwriter and Placement Agent.

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DETAILS OF THE INVITATION

LISTING ON CATALIST

We have applied to the SGX-ST for permission to deal in, and for quotation of, all our Shares already issued (including the Vendor Shares) and the New Shares. Such permission will be granted when our Company has been admitted to Catalist. Our acceptance of applications for the Invitation Shares will be conditional upon, inter alia, the issue of the New Shares and permission being granted by the SGX-ST to deal in, and for quotation of, all our existing issued Shares (including the Vendor Shares) and the New Shares. Monies paid in respect of any application accepted will be returned to you, without interest or any share of revenue or other benefi t arising therefrom and at your own risk, if the said permission is not granted and you will not have any claims whatsoever against us, the Vendor, the Sponsor, the Underwriter and Placement Agent.

Companies listed on Catalist may carry higher investment risk when compared with larger or more established companies listed on the SGX-ST Main Board. In particular, companies may list on Catalist without a track record of profi tability and there is no assurance that there will be a liquid market in the shares or units of shares traded on Catalist. You should be aware of the risks of investing in such companies and should make the decision to invest only after careful consideration and, if appropriate, consultation with your professional adviser(s).

Neither the Authority nor the SGX-ST has examined or approved the contents of this Offer Document. Neither the Authority nor the SGX-ST assumes any responsibility for the contents of this Offer Document, including the correctness of any of the statements or opinions made or reports contained in this Offer Document. The SGX-ST does not normally review the application for admission but relies on the Sponsor confi rming that our Company is suitable to be listed and complies with the Listing Manual.

Admission to Catalist is not to be taken as an indication of the merits of the Invitation, our Company, our subsidiaries, our existing issued Shares (including the Vendor Shares) and the New Shares.

A copy of this Offer Document has been lodged with and registered by the SGX-ST, acting as agent on behalf of the Authority. Registration of the Offer Document by the SGX-ST, acting as agent on behalf of the Authority, does not imply that the SFA or any other legal or regulatory requirements, have been complied with. The SGX-ST has not, in any way, considered the merits of our existing issued Shares (including the Vendor Shares) or the New Shares, as the case may be, being offered or in respect of which an invitation is made, for investment. We have not lodged or registered this Offer Document in any other jurisdiction.

We are subject to the provisions of the SFA and the Listing Manual regarding corporate disclosure. In particular, if after the registration of this Offer Document but before the close of the Invitation, we become aware of:

(a) a false or misleading statement or matter in this Offer Document;

(b) an omission from this Offer Document of any information that should have been included in it under Section 243 of the SFA; or

(c) a new circumstance that has arisen since this Offer Document was lodged with the SGX-ST, acting as agent on behalf of the Authority and which would have been required by Section 243 of the SFA to be included in this Offer Document if it had arisen before this Offer Document was lodged,

that is materially adverse from the point of view of an investor, we may lodge a supplementary or replacement offer document pursuant to Section 241 of the SFA.

In the event that a supplementary or replacement Offer Document is lodged with the SGX-ST acting as agent on behalf of the Authority, the Invitation shall be kept open for at least 14 days after the lodgement of such supplementary or replacement Offer Document.

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Where prior to the lodgement of the supplementary or replacement offer document, applications have been made under this Offer Document to purchase and/or subscribe for the Invitation Shares and:

(a) where the Invitation Shares have not been issued and/or transferred to the applicants, we (as well as on behalf of the Vendor) shall either:

(i) within two (2) days (excluding any Saturday, Sunday or public holiday) from the date of lodgement of the supplementary or replacement offer document, give the applicants notice in writing of how to obtain, or arrange to receive, a copy of the supplementary or replacement offer document, as the case may be, and provide the applicants with an option to withdraw their applications, and take all reasonable steps to make available within a reasonable period the supplementary or replacement offer document, as the case may be, to the applicants who have indicated they wish to obtain, or who have arranged to receive, a copy of the supplementary or replacement offer document;

(ii) within seven (7) days from the date of lodgement of the supplementary or replacement offer document, give the applicants the supplementary or replacement offer document, as the case may be, and provide the applicants with an option to withdraw their applications; or

(iii) treat the applications as withdrawn and cancelled, in which case the applications shall be deemed to have been withdrawn and cancelled, and we (as well as on behalf of the Vendor) shall, within seven (7) days from the date of lodgement of the supplementary or replacement offer document, pay the applicants all monies the applicants have paid on account of their applications for the Invitation Shares without interest or any share of revenue or other benefi t arising therefrom and at the applicant’s own risk and the applicants will not have any claim against us, the Vendor, the Sponsor, the Underwriter and Placement Agent; or

(b) where the Invitation Shares have been issued to and/or transferred to the applicants, we (as well as on behalf of the Vendor) shall either:

(i) within two (2) days (excluding any Saturday, Sunday or public holiday) from the date of lodgement of the supplementary or replacement offer document, give the applicants notice in writing of how to obtain, or arrange to receive, a copy of the same and provide the applicants with an option to return to us the Invitation Shares which they do not wish to retain title in, and take all reasonable steps to make available within a reasonable period the supplementary or replacement offer document, as the case may be, to the applicants who have indicated they wish to obtain, or who have arranged to receive, a copy of the supplementary or replacement offer document;

(ii) within seven (7) days from the date of lodgement of the supplementary or replacement offer document, give the applicants the supplementary or replacement offer document, as the case may be, and provide the applicants with an option to return to us (for our Company as well as on behalf of the Vendor) the Invitation Shares which they do not wish to retain title in; or

(iii) treat the issue and/or transfer of the Invitation Shares as void, in which case the issue and/or transfer shall be deemed void and we (for our Company as well as on behalf of the Vendor) shall within seven (7) days from the date of lodgement of the supplementary or replacement offer document, pay the applicants all monies the applicants have paid on account of their applications for the Invitation Shares without interest or any share of revenue or other benefi t arising therefrom and at the applicant’s own risk and the applicants will not have any claim against us, the Vendor, the Sponsor, the Underwriter and Placement Agent.

21

An applicant who wishes to exercise his option under paragraph (a)(i) or (ii) to withdraw his application shall, within 14 days from the date of lodgement of the supplementary or replacement offer document, notify us of this, whereupon we (as well as on behalf of the Vendor) shall, within seven (7) days from the receipt of such notifi cation, pay to him all monies paid by him on account of his application for the Invitation Shares without interest or any share of revenue or other benefi t arising therefrom and at the applicant’s own risk and the applicants will not have any claim against us, the Vendor, the Sponsor, the Underwriter and Placement Agent.

An applicant who wishes to exercise his option under paragraph (b)(i) or (ii) to return the Invitation Shares issued and/or transferred to him shall, within 14 days from the date of lodgement of the supplementary or replacement offer document, notify us of this and return all documents, if any, purporting to be evidence of title to those Invitation Shares, to us, whereupon we (as well as on behalf of the Vendor) shall, within seven (7) days from the receipt of such notifi cation and documents, if any, pay to him all monies paid by him for those Invitation Shares without interest or any share of revenue or other benefi t arising therefrom and at his own risk, and the issue and/or transfer of those Invitation Shares shall be deemed to be void, and he will not have any claim against us, the Vendor, the Sponsor, the Underwriter and Placement Agent.

Pursuant to Section 242 of the SFA, the Authority may, in certain circumstances issue a stop order (the “Stop Order”) to our Company, directing that no Shares or no further Shares to which this Offer Document relates, be allotted or issued. Such circumstances will include a situation where this Offer Document (i) contains any statement or matter which, in the Authority’s opinion, is false or misleading (ii) omits any information that should have been included in it under the SFA, (iii) does not, in the Authority’s opinion, comply with the requirements of the SFA, or (iv) the Authority is of the opinion that it is in the public interest to do so.

In the event that the Authority issues a Stop Order and applications to purchase and/or subscribe for the Invitation Shares have been made prior to the Stop Order, then:

(a) where the Invitation Shares have not been issued and/or transferred to the applicants, the applications of the Invitation Shares pursuant to the Invitation shall be deemed to have been withdrawn and cancelled and we (as well as on behalf of the Vendor) shall, within 14 days from the date of the Stop Order, pay to the applicants all monies the applicants have paid on account of their applications for the Invitation Shares; or

(b) where the Invitation Shares have been issued and/or transferred to the applicants, the issue and/or transfer of the Invitation Shares pursuant to the Invitation shall be deemed to be void and we (as well as on behalf of the Vendor) shall, within 14 days from the date of the Stop Order pay to the applicants all monies paid by them for the Invitation Shares.

Such monies paid in respect of an application will be returned to the applicants at their own risk, without interest or any share of revenue or other benefi t arising therefrom, and they will not have any claim against us, the Vendor, the Sponsor, the Underwriter and Placement Agent.

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

22

Neither our Company, the Vendor, the Sponsor, the Underwriter and Placement Agent, nor any other parties involved in the Invitation is making any representation to any person regarding the legality of an investment by such person under any investment or other laws or regulations. No information in this Offer Document should be considered as being business, legal or tax advice regarding an investment in our Shares. Each prospective investor should consult his own professional or other advisers for business, legal or tax advice regarding an investment in our Shares.

No person has been or is authorised to give any information or to make any representation not contained in this Offer Document in connection with the Invitation and, if given or made, such information or representation must not be relied upon as having been authorised by us, the Vendor, the Sponsor, the Underwriter and Placement Agent. Neither the delivery of this Offer Document and the Application Forms nor any documents relating to the Invitation, nor the Invitation shall, under any circumstances, constitute a continuing representation or create any suggestion or implication that there has been no change in the affairs of our Company or our subsidiaries or in any statements of fact or information contained in this Offer Document since the date of this Offer Document. Where such changes occur and are material or required to be disclosed by law, the SGX-ST and/or any other regulatory or supervisory body or agency, we may make an announcement of the same to the SGX-ST and if required, we may lodge a supplementary or replacement offer document with the SGX-ST and will comply with the requirements of the SFA and/or any other requirements of the SGX-ST. All applicants should take note of any such announcements and, upon the release of such an announcement, shall be deemed to have notice of such changes.

Save as expressly stated in this Offer Document, nothing herein is, or may be relied upon as, a promise or representation as to our future performance or policies. The Invitation Shares are offered for subscription and/or purchase solely on the basis of the instructions contained and representations made in the Offer Document.

This Offer Document has been prepared solely for the purpose of the Invitation and may not be relied upon by any persons other than the applicants in connection with their application for the Invitation Shares or for any other purpose.

This Offer Document does not constitute an offer, solicitation or invitation to purchase and/or subscribe for the Invitation Shares in any jurisdiction in which such offer, solicitation or invitation is unlawful or unauthorised nor does it constitute an offer, solicitation or invitation to any person to whom it is unlawful to make such offer, solicitation or invitation.

Copies of this Offer Document and the Application Forms may be obtained on request, subject to availability during offi ce hours, from:

CIMB Securities (Singapore) Pte. Ltd.CIMB Investment Centre

50 Raffl es Place#01-01 Singapore Land Tower

Singapore 048623

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

The Application List will open immediately upon the registration of this Offer Document by the SGX-ST acting as agent on behalf of the Authority and will remain open until 12.00 noon on 17 April 2013 or for such further period or periods as our Directors and the Vendor may, in consultation with the Sponsor, the Underwriter and Placement Agent, in their absolute discretion decide, subject to any limitation under all applicable laws and regulations. In the event a supplementary offer document or replacement offer document is lodged with the SGX-ST acting as agent on behalf of the Authority, the Application List will remain open for at least 14 days after the lodgement of the supplementary or replacement offer document.

Details of the procedures to purchase and/or subscribe for the Invitation Shares are set out in Appendix G of this Offer Document.

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INDICATIVE TIMETABLE FOR LISTING

An indicative timetable for the Invitation and trading in our Shares is set out below:

Indicative date/time Event 17 April 2013 at 12.00 noon Close of Application List 18 April 2013 Balloting of applications, if necessary (in the event of over-subscription

for and/or purchase of the Offer Shares) 19 April 2013 at 9.00 a.m. Commence trading on a “ready” basis 24 April 2013 Settlement date for all trades done on a “ready” basis

The above timetable is only indicative as it assumes that the date of closing of the Application List is 17 April 2013, the date of admission of our Company to Catalist is 19 April 2013, the SGX-ST’s shareholding spread requirement will be complied with and the Invitation Shares will be issued and fully paid-up prior to 19 April 2013.

The above timetable and procedures may be subject to such modifi cation as the SGX-ST may, in its absolute discretion, decide, including the decision to permit commencement of trading on a “ready” basis and the commencement date of such trading.

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

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

(b) in local English newspaper(s).

We will publicly announce the level of subscription for and/or purchase of the Invitation Shares and the basis of allotment and/or allocation of the Invitation Shares as soon as it is practicable after the close of the Application List through the channels described in (a) and (b) above.

Our Company and the Vendor reserve the right to reject or accept, in whole or in part, or to scale down or ballot any application for the Invitation Shares, without assigning any reason therefor, and no enquiry and/or correspondence on our decision will be entertained. In deciding the basis of allotment and/or allocation, due consideration will be given to the desirability of allotting and/or allocating the Invitation Shares to a reasonable number of applicants with a view to establish an adequate market for our Shares.

Investors should consult the SGX-ST’s announcement of the “ready” trading date on the internet (at the SGX-ST website http://www.sgx.com), or the newspapers or check with their brokers on the date on which trading on a “ready” basis will commence.

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PLAN OF DISTRIBUTION

The Invitation

The Invitation is for 17,500,000 Invitation Shares comprising 12,000,000 New Shares and 5,500,000 Vendor Shares offered in Singapore by way of public offer and placement comprising 1,000,000 Offer Shares and 16,500,000 Placement Shares respectively and managed by CIMB and underwritten by CIMB Securities.

Prior to the Invitation, there has been no public market for our Shares. The Invitation Price is determined by our Company and the Vendor in consultation with the Sponsor, the Underwriter and Placement Agent, taking into consideration, inter alia, the prevailing market conditions and estimated market demand for our Shares (including the New Shares and the Vendor Shares) determined through a book-building process. The Invitation Price is the same for all Invitation Shares and is payable in full on application.

Pursuant to the Management and Sponsorship Agreement, we and the Vendor have appointed CIMB and CIMB has agreed to manage and sponsor the Invitation.

Offer Shares

The Offer Shares are made available to the members of the public in Singapore for subscription and/or purchase at the Invitation Price. The terms, conditions and procedures for application and acceptance are set out in Appendix G of this Offer Document entitled “Terms, Conditions and Procedures for Application and Acceptance”.

An applicant who has made an application for Offer Shares by way of an Application Form may not make another separate application for Offer Shares by way of an Electronic Application and vice versa. Such separate applications shall be deemed to be multiple applications and shall be rejected.

Pursuant to the Underwriting and Placement Agreement, CIMB Securities has agreed to underwrite our offer of the Offer Shares for a commission of 3.0% of the Invitation Price for each Offer Share (“Underwriting Commission”), payable by our Company and the Vendor (in the proportion in which the Offer Shares are offered by our Company and the Vendor) pursuant to the Invitation. CIMB Securities may, at its absolute discretion, appoint one (1) or more sub-underwriters for the Offer Shares.

Brokerage will be paid by our Company to members of the SGX-ST, merchant banks and members of the Association of Banks in Singapore in respect of successful applications made on Application Forms bearing their respective stamps, or to Participating Banks in respect of successful applications made through Electronic Applications at their respective ATMs or IB websites at the rate of 0.25% of the Invitation Price for each Offer Share or in the case of DBS Bank, 0.5% of the Invitation Price for each Offer Share. This brokerage has already been included in the Underwriting Commission stated above. In addition, DBS Bank will levy a minimum brokerage fee of S$10,000.

In the event of an under-subscription for and/or purchase of the Offer Shares as at the close of the Application List, that number of Offer Shares not applied for shall be made available to satisfy excess applications for the Placement Shares to the extent there is an over-subscription for the Placement Shares as at the close of the Application List.

In the event of an over-subscription for and/or purchase of the Offer Shares as at the close of the Application List and/or the Placement Shares are fully subscribed or over-subscribed and/or purchased as at the close of the Application List, the successful applications for the Offer Shares will be determined by ballot or otherwise as determined by our Directors and the Vendor after consultation with the Sponsor, the Underwriter and Placement Agent and approved by the SGX-ST.

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Placement Shares

The Placement Shares are made available to members of the public and institutional investors in Singapore.

Application for the Placement Shares may only be made by way of the Application Forms. The terms, conditions and procedures for application and acceptance are set out in Appendix G of this Offer Document entitled “Terms, Conditions and Procedures for Application and Acceptance”.

Pursuant to the Underwriting and Placement Agreement, CIMB Securities has agreed to subscribe for and/or purchase, or procure subscriptions for and/or purchases of the Placement Shares for a placement commission of 3.0% of the Invitation Price for each Placement Share, payable by our Company and the Vendor (in the proportion in which the Placement Shares are offered by our Company and the Vendor). The Placement Agent may, at its absolute discretion, appoint one (1) or more sub-placement agents for the Placement Shares.

Purchasers and subscribers of the Placement Shares may be required to pay a brokerage of up to 1.0% of the Invitation Price to the Placement Agent (and the prevailing GST thereon, if applicable).

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

In the event of an under-subscription and/or purchase for the Placement Shares as at the close of the Application List, that number of Placement Shares not purchased and/or subscribed for shall be made available to satisfy excess applications for the Offer Shares to the extent that there is an over-subscription for and/or purchase of the Offer Shares as at the close of the Application List.

Subscription for Invitation Shares

To the best of our knowledge and belief, none of our Directors (including our Independent Directors) or Substantial Shareholders intends to purchase and/or subscribe for the Invitation Shares in the Invitation. If such person(s) were to make an application for Invitation Shares and are subsequently allotted and/or allocated such number of Invitation Shares, we will make the necessary announcements at an appropriate time.

To the best of our knowledge and belief, none of the members of our management or employees intends to purchase and/or subscribe for more than fi ve per cent. (5.0%) of the Invitation Shares in the Invitation.

To the best of our knowledge and belief, as at the date of this Offer Document, we are not aware of any person who intends to purchase and/or subscribe for more than fi ve per cent. (5.0%) of the Invitation Shares. However, through a book building process to assess market demand for our Shares, there may be person(s) who may indicate an interest to purchase and/or subscribe for Shares amounting to more than fi ve per cent. (5.0)% of the Invitation Shares. If such person(s) were to make an application for more than fi ve per cent. (5.0%) of the Invitation Shares and are subsequently allotted and/or allocated such number of Shares, we will make the necessary announcements at an appropriate time. The fi nal allotment and/or allocation of Shares will be made in accordance with the shareholding spread and distribution guidelines as set out in the Listing Manual.

No Shares shall be allotted and/or allocated on the basis of this Offer Document later than six (6) months after the date of registration of this Offer Document by the SGX-ST, acting as agent on behalf of the Authority.

26

OFFER DOCUMENT SUMMARY

The information contained in this summary is derived from, and should be read in conjunction with, the full text of this Offer Document. Because it is a summary, it does not contain all of the information that prospective investors should consider before investing in our Shares. Prospective investors should read this entire Offer Document carefully, especially the matters set out in the section entitled “Risk Factors” in this Offer Document before deciding on whether or not to invest in our Shares.

OVERVIEW OF OUR GROUP

Our Company was incorporated in Singapore on 19 July 2012 under the name “GDS Global Pte. Ltd.” as a private limited company under the Companies Act. Pursuant to the completion of the Restructuring Exercise, our Company became the holding company of our subsidiaries, namely Gliderol Doors and Gliderol International ME. Please refer to the section entitled “Restructuring Exercise” of this Offer Document for further details. On 25 March 2013, our name was changed to “GDS Global Limited” in connection with our Company’s conversion to a public company limited by shares.

Our Business

We are a leading specialist provider of commercial and industrial door and shutter solutions in Singapore and the South East Asia region. We have been ranked by Euromonitor as the leading commercial and industrial door manufacturer in Singapore for the period of 2010 to 2012.

Our key business focus is to provide specialist commercial and industrial door and shutter solutions comprising the manufacture and supply of a wide range of door and shutter systems that can be tailored to our customers’ specifi c needs and requirements.

We carry and supply an extensive range of door and shutter products comprising industrial door systems, fi re-rated shutter systems, commercial door systems, hangar door systems and special applications door systems.

Our products are mainly used in commercial and industrial buildings. The end users of our products operate across a broad spectrum of industries including manufacturing, retail, food processing, hospitality, health, education, aerospace, security and defence, and our business is signifi cantly driven by growth and construction of new facilities in these industries.

In addition, we also provide service and maintenance works for the products supplied or installed by us or third parties.

As part of our value-added service to our customers, we also provide specialist engineering and consultancy services to our customers who require advice and/or customisation of door and shutter solutions to meet their requirements.

We are primarily based in Singapore, where our main manufacturing facility is located. We also have an operating subsidiary in the UAE, and have recently set up a majority held subsidiary in Taiwan.

Please refer to the sections entitled “General Information on our Group - History and Development” and “General Information on our Group - Business Overview” of this Offer Document for further details.

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Our Competitive Strengths

We have been ranked by Euromonitor as the leading commercial and industrial door manufacturer in Singapore for the period of 2010 to 2012 and we believe that we have achieved this due to the following:

We are a leading provider of commercial and industrial door and shutter solutions in Singapore and the South East Asia region

We have a wide range of products including insulated fi re products

We have an experienced and dedicated management team

We have a well-equipped manufacturing facility

Please refer to the section entitled “General Information on our Group - Competitive Strengths” of this Offer Document for further details.

Our Business Strategies and Future Plans

Our business strategies and future plans are as follows:

To expand our operations in the Middle East and Taiwan

To enhance our production and installation capability

To continue to focus on our product development efforts

To expand and develop our businesses into new markets through acquisitions, joint ventures and/or strategic alliances

Please refer to the section entitled “General Information on our Group - Business Strategies and Future Plans” of this Offer Document for further details.

SUMMARY OF OUR FINANCIAL INFORMATION

The following table represents a summary of the fi nancial highlights of our Group. The data presented in this table is derived from the Independent Auditors’ Report, the section entitled “Selected Combined Financial Information” and the fi nancial statements and notes thereto which are included elsewhere in this Offer Document. You should read those sections and the section entitled “Management’s Discussion and Analysis of Financial Position and Results of Operations” of this Offer Document for a further explanation of the fi nancial data summarised here.

Selected items from the combined statements of comprehensive income of our Group

Audited

(S$’000) FY2010 FY2011 FY2012

Revenue 13,545 13,240 13,820

Gross profi t 4,852 5,327 6,910

Profi t before tax 1,808 1,819 3,189

Profi t for the year 1,558 1,680 2,636

Profi t attributable to owners of the Company 1,643 1,686 2,675

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Selected items from the combined statement of fi nancial position of our Group

(S$’000)Audited as at

30 September 2012

Current assets 7,906

Non-current assets 3,580

Current liabilities 2,755

Non-current liabilities 189

Total equity 8,542

Where you can fi nd us

Our principal place of business and registered offi ce is located at 86 International Road, Singapore 629176. Our telephone number is (65) 6266 6668 and our facsimile number is (65) 6266 6866. Our website is http://www.gdsglobal.com.sg. Information contained on our website does not constitute part of this Offer Document.

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THE INVITATION

Invitation size : Invitation in respect of 17,500,000 Invitation Shares, comprising 12,000,000 New Shares and 5,500,000 Vendor Shares by way of Offer and Placement.

The New Shares, upon issue and allotment, will rank pari passu in all respects with the existing issued Shares (including the Vendor Shares).

Invitation Price : S$0.25 for each Invitation Share, payable in full on application. The Offer : The Offer comprises an offering by our Company and the Vendor to

the public in Singapore to purchase and/or subscribe for 1,000,000 Offer Shares at the Invitation Price, subject to and on the terms and conditions of this Offer Document.

In the event of an under-subscription for and/or purchase of the Offer Shares, that number of Offer Shares not purchased and/or subscribed for shall be used to satisfy excess applications for the Placement Shares to the extent that there is an over-subscription for and/or purchase of the Placement Shares as at the close of the Application List.

The Placement : The Placement comprises a placement by the Placement Agent on

behalf of our Company and the Vendor of 16,500,000 Placement Shares at the Invitation Price, subject to and on the terms and conditions of this Offer Document.

In the event of an under-subscription for and/or purchase of the Placement Shares, that number of Placement Shares not subscribed for and/or purchased shall be used to satisfy excess applications for the Offer Shares to the extent that there is an over-subscription and/or purchase for the Offer Shares as at the close of the Application List.

Purpose of the Invitation : Our Directors believe that the listing of our Company and the

quotation of our Shares on Catalist will enhance the public image of our Group locally and overseas and enable us to tap the capital markets for the expansion of our operations. The Invitation will also provide members of the public with an opportunity to participate in the equity of our Company.

Listing status : Prior to the Invitation, there has been no public market for our Shares.

Our Shares will be quoted on Catalist, subject to the admission of our Company to Catalist and permission for dealing in, and for quotation of, our Shares being granted by the SGX-ST.

Risk Factors : Investing in our Shares involves risks which are described in the

section entitled “Risk Factors” of this Offer Document.

30

RISK FACTORS

Prospective investors should carefully consider and evaluate each of the following risk factors and all other information contained in this Offer Document, before deciding to invest in our Shares. To the best of our Directors’ knowledge and belief, all risk factors which are material to investors in making an informed judgment of our Group have been set out below. If any of the following risk factors and uncertainties de-velops into actual events, our business, fi nancial position, results of operations and/or prospects could be materially and adversely affected. In such circumstances, the trading price of our Shares could decline and investors may lose all or part of their investment in our Shares.

This Offer Document also contains forward-looking statements having direct and/or indirect implications on our future performance. Our actual results may differ materially from those anticipated by these for-ward-looking statements due to certain factors, including the risks and uncertainties faced by us, as de-scribed below and elsewhere in this Offer Document.

RISKS RELATING TO OUR BUSINESS AND INDUSTRY

We are dependent on the construction of new commercial and industrial buildings in Singapore

Our products are mainly used in commercial and industrial buildings. The end users of our products operate across a broad spectrum of industries including manufacturing, retail, food processing, hospitality, health, education, aerospace, security and defence, and our business is signifi cantly driven by growth and construction of new facilities in these industries.

As our revenue is derived mainly from projects in commercial and industrial developments in Singapore, our business is dependent on the general health of the Singapore economy. Consequently, a slowdown in the growth and development of the commercial and industrial sector in Singapore resulting in fewer new developments and projects will result in a decline in the demand for our products and in turn would have a material and adverse impact on our fi nancial performance.

We are exposed to credit risks of our customers

Whilst we did not experience any material write off of bad debts for FY2010, FY2011 and FY2012, we may be exposed to credit risks which include payment delays and/or default by our customers. The nature of our industry is such that the work is usually carried out before payment is made.

Our customers may not be able to meet their contractual payment obligations to us, either in a timely manner or at all, or may otherwise default on these obligations. The reasons for payment delays and/or cancellations may include, inter alia, our customers’ insolvency or bankruptcy, or inability to raise suffi cient fi nancing.

In the event our customers extend the delivery date for the products they place orders for or cancel their orders, we may incur signifi cant inventory holding costs and our cash fl ow, working capital and fi nancial position may be materially affected. In addition, our customers may even forgo their deposit and cancel their orders with us before the stipulated date of delivery. As our products are made to our customers’ specifi cations, we may not be able to fi nd alternative purchasers for such products nor sell such products to our other customers, either at a comparable price or in a timely manner or at all. Therefore there is no assurance that we are able to recover such costs from our customers. Further, we may not be able to enforce our contractual rights to receive payment through legal proceedings. In such an event, our fi nancial performance and fi nancial position may be adversely affected.

The credit risks also include costs to be incurred by us during the course of the projects, including labour and material costs. For instance, in compliance with the BCISPA, we must make payment to our sub-contractors, whether or not we have received payments from our customers. Please refer to the section entitled “Government Regulations - Singapore” for further information.

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If we are unable to keep pace with technological changes in our industry, our business may be adversely affected

Our business is characterised by evolving technology and industry standards that have an impact on the energy effi ciency, environmental friendliness and productivity of our operations or which are a response to customer demand for improved quality, precision, and products with higher technical content. These changes may require us to incur time, expenditure and management resources to conduct research and development, upgrade our existing manufacturing facilities, machinery, equipment and technology, improve our production processes, phase out older or obsolete technology, or develop new products or enhance existing products.

In order to stay competitive in our industry, we place strong emphasis on research and development, in particular, to improve the quality and variety of our products, and enhance the effi ciency and productivity of our production process.

We cannot assure you that we will be able or be successful in our attempts to respond to these changes or that the new or enhanced products and/or technology that we develop will meet the market demands on a timely basis or are superior to that of our competitors. Failure to achieve any of the foregoing in a timely and cost effective manner may impede our ability to reduce our production costs, affect our competitiveness, and may otherwise have a material and adverse effect on our business, fi nancial condition, results of operations and prospects. In addition, as the time frame for developing new products and the demand for such new products is not pre-determinable, there is a substantial risk that we may have to abandon a potential product which is no longer marketable even if we had invested signifi cant resources in the research and development of such product.

Please refer to the section entitled “General Information on our Group - Product Development” of this Offer Document for details.

We face competition from existing industry players and new entrants

We face competition from local and international players. Some of our competitors may possess longer operating history, stronger relationships with suppliers and customers, greater fi nancial strength, and better technical and marketing know-how in the markets we operate in or intend to venture into. In the event that we are unable to provide competitive pricing and/or quality products and services on a timely basis, we may lose our customers and market share to our competitors. In the event our competitors are able to develop more innovative door and shutter systems, provide comparable or better door and shutter systems at lower prices, respond to changes in market conditions more swiftly or effectively than we do or develop regulated products which have attained a higher fi re rating in comparison to our existing range of regulated products, our business, fi nancial performance, fi nancial condition, results of operations and prospects may be materially and adversely affected.

Please refer to the section entitled “General Information on our Group - Competition” of this Offer Document for more details.

Our fi nancial performance is dependent on our continued ability to secure new projects, deliver and install our door products and the non-cancellation of secured projects

As a substantial portion of our business is undertaken on a project basis, and our projects vary in scope and size and are typically non-recurring, we supply different products to our customers on an irregular basis and our revenue may therefore fl uctuate from year to year. It is critical that we continually and consistently secure new projects. There is no assurance that we will be able to secure new projects and if we are unable to do so for any reason, our business and results of operations will be materially and adversely affected.

In relation to our projects for new construction sites, we typically deliver and install our door products only after the onsite construction work had generally been completed. It is common, however, that the construction work cannot be completed on schedule due to factors that are beyond our control and our door products have to be stored in our warehouse for protracted periods of time until they can be delivered. As our accounting practice is to recognise revenue after delivery of our door products, there can be no assurance that we will be able to recognise the revenue generated from such projects in a timely manner and our fi nancial performance and position may be materially and adversely affected.

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Cancellation of secured projects due to factors such as lack of funds on the part of our customers or the owners of the projects and poor market conditions will adversely affect our business and profi tability. Any cancellation of projects could lead to our inability to recover costs associated with the purchase of materials, idle or excess capacity, and may adversely affect our business and fi nancial position.

We are dependent on our Chairman and CEO and key management personnel for our continued growth

The success and growth of our business depends to a signifi cant extent on the continued services and efforts of our Chairman and CEO, Michael Wong. He has been instrumental to the development and growth of our business and is expected to continue to play important roles in the continued development and growth of our Group. Michael Wong has been with our Group for over 20 years and is currently responsible for our Group’s overall management, formulating our Group’s strategic directions and expansion plans, developing and maintaining relationships with our customers and suppliers and overseeing our Group’s general operations. Notwithstanding that Michael Wong has entered into a service agreement with our Company for a period of three (3) years, there can be no assurance that we will be successful in retaining him or hiring qualifi ed management personnel to replace him should such a need arise.

The growth and success of our Group is also dependent on our ability to retain our key management personnel. Our continued success will depend on our ability to retain the services of our key management personnel and train new employees. Moreover, the process of hiring employees with the required combination of skills and attributes may be time consuming and competitive. If our key management personnel are unable or unwilling to continue in their present positions, our business and results of operations may be materially and adversely affected.

Accordingly, the termination of the employment or the loss of the services of Michael Wong or of any of our key management personnel without suitable and timely replacement or the inability to attract and retain qualifi ed personnel will have a materially adverse effect on our operations and hence, our revenue and profi ts.

Please refer to the section entitled “Directors, Management and Staff” of this Offer Document for further details of our Directors and Executive Offi cers.

We are dependant on foreign labour and may face labour shortages or increased costs of labour for our Singapore operations

Due to the relative lack of local workers in our industry, we have become partially reliant on foreign labour. As we rely largely on foreign workers (including skilled workers) mainly from India, China, Philippines, Malaysia and Thailand to meet our labour needs, we are vulnerable to changes in the availability and costs of employing foreign workers. Any changes in the labour policies of these countries of origin may affect the supply and/or cost of foreign workers and cause disruptions to our operations.

The number of full-time employees as at the Latest Practicable Date is 112. Our Company does not employ any temporary or part time employees. As at the Latest Practicable Date, approximately 66.3% of our employees in Singapore are foreign workers. The supply of skilled workers is subject to demand and supply conditions in the labour market and the local and foreign governments’ labour regulations.

With the increasing demand for foreign workers worldwide, there is no assurance that we will be able to continue attracting foreign workers at the current level of wages or that our current foreign workers will continue to be employed by us. Any increase in competition for foreign workers, especially skilled workers from outside Singapore, will increase our labour wages. Consequently, if we are not able to pass on the increase in labour costs to our customers, our fi nancial performance will be adversely affected.

Due to Singapore’s strict immigration policy which limits the supply of foreign labour, we may not be able to employ suffi cient workers. In addition, we may be required to bear a higher levy of employing foreign workers and the local to foreign workers’ ratio may increase from time to time.

33

In the event that there is a shortage of local or foreign workers to meet our operational requirements, we may be unable to fulfi l customers’ demands in a timely manner or our costs of labour may increase resulting in adverse impact on our fi nancial performance and fi nancial position.

Please see the section entitled “Government Regulations – Singapore” of this Offer Document for further details on the employment of foreign workers.

We may be adversely affected by the changes in the Singapore government’s policies and regulations on the immigration and employment of foreign workers

The employment of foreign workers is subject to the payment of levies. Pursuant to the Singapore Budget 2010, the Singapore government increased levy rates for most work permits in stages during the period from 2010 to 2012 and in the range of S$10 to S$30. In the Singapore government’s Budget 2011, the Singapore government announced further increases in the foreign workers’ levy, which will be phased in at six (6)-monthly intervals from 1 January 2012 to 1 July 2013. In the Singapore Budget 2013, the Singapore government announced it will raise foreign workers’ levies across all sectors in July 2014 and July 2015. There is no assurance that the Singapore government will not impose higher levy rates again in the future. The S Pass is intended for mid-level skilled foreigners who earn a minimum monthly fi xed income as determined by the Singapore government. In the Singapore Budget 2013, the Singapore government announced that it will increase the minimum S Pass qualifying monthly salary criteria from S$2,000 to S$2,200 (to be effective from 1 July 2013 for all new applications). Any further increase in such levy or any increase in the minimum monthly fi xed income for S Pass holders would increase our costs of operation and may lead to an increase in compliance costs.

In addition, if there are any changes in the foreign labour policies imposed by the MOM that result in restrictions on the supply of foreign labour, we may have to seek alternative and more costly sources of labour for our projects. For instance, the Singapore government announced in the Singapore Budget 2010 that with effect from 1 July 2010, there would be a progressive reduction in the man-year entitlement (“MYE”) in three (3) phases for the construction sector, leading to a cumulative 25.0% reduction in MYE allocation by July 2012. More recently, the Singapore government announced in the Singapore Budget 2012 that the MYE quota for new projects in the construction sector would be further reduced by 5.0% in July 2012. MYE refl ects the total quota of foreign workers allocated to a main contractor for a specifi c construction project based on the value of the construction project. Accordingly, the number of foreign workers that we can employ will be reduced and if we are not able to increase our productivity and/or have to employ more costly sources of labour, our overall labour costs will increase and our fi nancial performance may be materially and adversely affected. At present, we may source for work permit holders in the manufacturing and construction sectors only from Malaysia, Taiwan, Hong Kong, South Korea, the PRC, India, Sri Lanka, Thailand, Bangladesh, Myanmar, Philippines and Macau.

Any changes to the countries from which we may source workers holding work permits or any increase in the minimum monthly income of the S Pass workers would negatively affect our business operations. In addition, if the local to foreign workers’ ratio is increased, we may face further restrictions in the number of foreign workers that we are permitted to employ. If we are unable to make up for this shortage through employing local workers, or if employing local workers increases our costs of labour signifi cantly, or if there are unfavourable policy changes or disciplinary proceedings undertaken by the regulatory authorities in Singapore or elsewhere relating to our use of foreign labour, our fi nancial performance and fi nancial position may be adversely impacted.

Please see the section entitled “Government Regulations – Singapore” of this Offer Document for further details on the employment of foreign workers.

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We are reliant on our major suppliers/principals and the loss of any existing arrangements with such major suppliers/principals will have an impact on our performance

Our major suppliers include our principals Butzbach and Won-Door as well as suppliers of raw materials and components. These major suppliers/principals accounted for, in aggregate, approximately 73.8%, 66.2% and 66.1% of our total purchases in FY2010, FY2011 and FY2012 respectively and the loss of any existing arrangements with these suppliers/principals will have an impact on the supply of our products.

Although we currently hold the sole and exclusive distributorships for Butzbach in Singapore, Malaysia and Brunei and for Won-Door in Singapore, there is no assurance that we will be able to maintain such distributorship arrangements with these major principals.

In the event we are unable to maintain such existing arrangements with these major suppliers/principals on favourable terms for such products or should they terminate the supply of any of their products to us, and we are not able to seek alternative sources in a timely manner and/or at reasonable prices, we may not be able to meet our customers’ demand for such products. This may have an adverse effect on our business and fi nancial performance. Please refer to the section entitled “General Information on our Group - Major Suppliers” of this Offer Document for further details.

We may be affected by major or sustained disruptions to our operations

In the event of any major or sustained disruptions in the supply of utilities such as electricity and water, or any outbreak of fi re or fl ood which results in signifi cant damage to our premises, our operations will be adversely affected. Further, the operations of our production facilities are especially susceptible to any prolonged signifi cant equipment downtime, since timely delivery of orders is a priority in our business. Should such events materialise, customer confi dence will drop and our business and fi nancial position will be adversely affected.

We may be affected by increases in rental or the failure to procure the renewal of our existing leases on favourable terms or procure new leases at good locations or favourable terms

We lease all our premises from third parties for our business operations. As such, rental costs form a signifi cant component of our total operating expenses.

Our main lease is between RBC Dexia (as trustee of CIT) and Gliderol Doors in relation to 86 International Road where our offi ce and manufacturing facility is located. The tenure of the lease was initially for a period of seven (7) years and we subsequently exercised an option to renew the lease for another fi ve (5) years until 2018. This renewal was subject to a revised rent pegged to the market rental for similar properties in the area and was subject to the landlord’s approval. After the current lease ends in 2018, we cannot assure you that we will be able to obtain a new lease for 86 International Road or be successful in our attempts to negotiate a rent that is acceptable to our management. In the UAE, we lease two (2) adjacent warehouse units located in the Hamriyah Free Zone, Sharjah from the Hamriyah Free Zone Authority to house our manufacturing facility. The lease is subject to the standard terms and condition of the Hamriyah Free Zone, which are applicable to all entities in the free zone.

In this regard, we face the possibility of an increase in the rental prices by our landlords or we may not be able to renew the leases on terms and conditions favourable to us or at all. The non-renewal of the leases, or renewal upon less favourable terms, or early termination of the leases may force us to relocate the affected operations and staff. An increase in rental rates will increase our operating expenses. In addition, relocation of our operations and staff will cause disruptions to our normal business operations and we may have to incur additional expenses to, among other things, renovate the new premises. We may also not be able to procure new leases on similar or favourable terms. This could have an adverse impact on our business and profi tability.

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We may be affected by fl uctuations in the costs of raw materials and components sold to us and used in the manufacture of our products

Our Group’s primary raw materials are steel coils and materials, extruded aluminium and door components. We purchase steel coils and materials from two (2) suppliers in Singapore and extruded aluminium from a supplier in Indonesia. The price of steel and aluminium fl uctuates due to changes in market supply and demand of steel and aluminium, which are driven by factors such as global economic conditions and the production capacities of steel and aluminium mills. While we try to pass on any increase in the steel and aluminium price to our customers, in the event that we are not able to do so, our profi tability will be affected.

We source for the components used in the manufacture of our products from overseas suppliers as well as local suppliers (some or all of which may in turn import these from overseas sources). We are subject to fl uctuations in the prices of the components procured from our suppliers and sold by us or used in the manufacture of our products. The costs of such components fl uctuate largely according to supply and demand conditions. In the event of any disruption or shortage of supply in the market, the costs of such components may increase. There can be no assurance that we will be able to pass on the increase in the costs to our customers and sustain our profi t margins. If this develops into an actual event, our results of operations and fi nancial performance may be adversely affected.

Materials and components used as a percentage of our revenue for FY2010, FY2011 and FY2012 were approximately 22.6%, 22.7% and 23.6% respectively. Please refer to the sections entitled “Management’s Discussion and Analysis of Financial Position and Results of Operations” and “General Information on our Group - Trend Information” of this Offer Document for further details.

We may need to incur additional expenses and resources in the event we receive any product liability claims or claims for defects or delays in delivery

The door and shutter systems which we supply generally have a warranty period of one (1) year. The warranty covers manufacturing and installation defects. We do not charge to our customers the rectification and repair works to be carried out by us that are covered under the warranty.

During the warranty period, as we will remain primarily responsible for any claims to be made under the warranty, significant warranty claims for rectification and repair works will have an adverse effect on our business operations, financial performance and financial condition. These claims may include the costs for the repair or replacement of a product, losses suffered or injuries sustained from a malfunction of our products or to reimburse our customers for the costs of any such claims or rectifi cation which they face as a result of using our products. In addition, our customers may claim against us for delayed delivery which may have arisen from the late delivery of any of the suppliers from whom we procure our products. There can be no assurance that we will be able to claim from our suppliers any compensation for such claims against us. In the event that we are involved in any legal dispute or court proceedings relating to our products, we may have to spend a signifi cant amount of resources defending ourselves. As such, our business, results of operations and fi nancial performance may be materially and adversely affected.

Disputes with our joint venture or other business partners may adversely affect our business

As at the Latest Practicable Date, we own 55.0% shareholding interest in our Taiwan subsidiary, Gliderol Doors Taiwan and GTL, a company registered in Taiwan, holds the balance. In the course of our business, we may in the future form joint ventures or other cooperative relationships with other parties to jointly engage in certain business activities in our industry. We may bear joint and several liabilities to the project owners or joint venture and business partners under the relevant joint venture or other agreements, and as a result, we may incur damages and other liabilities for any defective work or other breaches by other joint venture or business partners. Our joint venture or other business partners may:

have economic or business interests or goals that are inconsistent with ours;

take actions contrary to our instructions or requests or contrary to our policies and objectives;

be unable or unwilling to fulfi l their obligations under the relevant joint venture agreements or other cooperative agreements, including their obligation to make the required capital contribution; or

have fi nancial diffi culties.

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We cannot assure you that we will not have serious disputes with our joint venture or other business partners, or that our joint venture or other business partners will not engage in illegal or fraudulent activities, which may cause the loss of business opportunities or disruption to or termination of the relevant project or business venture. Such dispute may also give rise to arbitration, litigation or other legal proceedings whether commenced by us or against us, in Singapore or in other jurisdictions, which will divert our management attention and other resources. If a decision or award is rendered against us, we could be required to pay signifi cant monetary damages, assume other liabilities and suspend or terminate the joint venture, related project or operations. Our joint venture and other business partners may be involved in arbitration, litigation or other legal proceedings in their personal capacity which may affect the operations and business of our business venture. In the event that we encounter any of the foregoing problems, our business, results of operations and fi nancial condition may be materially and/or adversely affected.

Failure to obtain or renew Certifi cates of Conformity or regulatory approvals for our products will adversely affect our business and our fi nancial performance

Regulatory approvals are required for some of our regulated products such as fi re shutters and fi re curtains before we are able to market and sell them in the majority of the markets overseas. In Singapore, such products have to be awarded with Certifi cates of Conformity by product testing, inspection and certifi cation authorities such as TÜV SÜD PSB and Singapore Test Services, which certify that the products are in compliance with the requirements of SS489:2001, before they can be sold as a regulated product. These Certifi cates of Conformity are awarded for a fi xed period of time. If we are unable to obtain such Certifi cates of Conformity in Singapore or the renewals of any of our existing certifi cates or other regulatory approvals, for any reason, in any one or more of our target markets, our business and our fi nancial performance will be adversely affected. Our market reputation may also be adversely affected and our ability to tender for jobs involving regulated products would be adversely affected.

We require various licences, permits, approvals and certifi cates to operate our business

We are subject to various laws and regulations governing the building and construction industry in Singapore and the other jurisdictions that we operate in. Such laws and regulations include but are not limited to those relating to fi re safety.

Any failure by us to comply with the various laws and regulations could result in penalties such as fi nes and/or not being able to continue or expand our business. In such event, our fi nancial performance will be adversely affected.

Any changes in or introduction of new regulations that require our compliance may increase our cost of operations and any signifi cant increase in compliance costs arising from such new government legislation, regulations and policies may adversely affect our operating results. Such changes may also require us to obtain additional licences and approvals. Any diffi culties or failure in obtaining such licences and approvals could adversely affect our business operations and fi nancial performance.

In addition, under these laws and regulations, we are also required to obtain various licences, permits, approvals and certifi cates to operate our business. The licences and permits are generally subject to conditions stipulated in the licences and permits and/or relevant laws or regulations under which such licences and permits are issued. Failure to comply with such conditions could result in the revocation or non-renewal of the relevant licence or permit. As such, we have to constantly monitor and ensure our compliance with such conditions. Should there be any failure to comply with such conditions resulting in the revocation of any of the licences and permits, we will not be able to carry out our operations. All of these will have an adverse effect on our business and fi nancial performance.

Please refer to the section entitled “Government Regulations” of this Offer Document for more information on the list of regulations and licences that are required by our Group.

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We may experience industry related accidents which may expose us to liability claims

Our staff in our production facilities are involved in the manufacture of products. Due to the nature of their work, accidents may occur resulting in personal injury, death or losses or damages to property. In the event we are found guilty of any lapses or inadequacy in safety standards which result in such accidents, we may be subject to regulatory sanctions, civil law suits or liability claims. In addition, our delivery and installation staff may encounter traffi c accidents during the course of transportation for the delivery of our products. The occurrence of accidents may disrupt or delay our operations, result in liabilities incurred by us and adversely affect our reputation, fi nancial condition and results of operations.

While we maintain insurance policies, we cannot assure you that our insurance coverage will be suffi cient to cover all our potential losses arising from accidents in our premises. In the event that our insurance coverage is not suffi cient to cover our liabilities from such accidents, our cash fl ows, fi nancial position and results of operations may be adversely affected.

We are exposed to risks of infringement of our intellectual property rights and the unauthorised use of the brand names that we offer and termination of our licence agreement with Gliderol Australia could adversely affect our business operations and fi nancial position

The success of our business is contributed by our fi re-rated shutter systems, an effective shutter system which provides fi re safety and fi re protection and our various industrial door systems, which provide a wide range of customised door solutions for industrial and commercial doors. We currently hold certain patents in respect of these products in Singapore and several other jurisdictions and are in the process of registering them in various other jurisdictions as well. Our products are sold under the brands and trademarks “Gliderol”, “Renlita”, “Won-Door” and “Butzbach”. Our Directors believe these brand names are well recognised by our customers and in the industry to represent reliability and quality.

Our subsidiary, Gliderol Doors, has been granted an exclusive licence by Gliderol Australia (i) to manufacture, distribute and/or sell Gliderol Australia’s range of products in the UAE, Iran, Iraq, Syria, Yemen, Singapore, Malaysia and Brunei; and (ii) to use the “Gliderol” trade name and trademark in association with the manufacturing, distribution and/or sale of our own non-residential door products in all territories other than Australia, New Zealand and Licensed Countries (which as at the date of the licence agreement, comprised Bahrain, India, Qatar, Saudi Arabia, Sri Lanka, Taiwan, United Kingdom, South Africa and the European Union). In addition, the terms of such licence provides that if Gliderol Doors intends to sell, manufacture or distribute our own products using the “Gliderol” trade name and trademark in or into the Licensed Countries, it would need to offer a fair and commercial fi rst right of refusal to Gliderol Australia’s licensee in the relevant Licenced Country to distribute our products in the Licenced Country. If such licensee does not exercise such fi rst right of refusal, and if Gliderol Doors nonetheless directly or indirectly sells our own products in or into the Licenced Country, Gilderol Doors will need to ensure that our products are not branded with Gliderol Australia’s intellectual property, the trademark or trade name “Gliderol” or any variation thereof. Furthermore, we will need to indemnify Gliderol Australia for any loss suffered by it pursuant to claims (including claims for breach of licence) brought against Gliderol Australia by the said licensee, arising from Gliderol Door’s sale of our products in or into the relevant Licensed Country where the said licensee does not exercise its fi rst right of refusal to distribute our products in the Licenced Country. Such licence is for a perpetual term for so long as the licence agreement with Gliderol Australia is in force. The licence agreement may be terminated upon occurrence of certain events, including a change of control of Gliderol Doors without Gliderol Australia’s consent. A change of control occurs when (a) the person or persons who control Gliderol Doors (namely the ability, whether direct or indirect, to direct the policies and decisions of Gliderol Doors) ceases to do so, or (b) a change in ownership of 50% or more of Gliderol Doors (other than where such change of ownership occurs through the ordinary transfer of its shares on any relevant stock exchange). We would also be subject to certain non-competition restrictions in the event of a termination of the licence agreement. Please refer to the section entitled “General Information on our Group - Intellectual Property” of this Offer Document for further details on our licence agreement with Gliderol Australia.

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The sale of our door and shutter systems of Gliderol licensed door products accounted for 10.6%, 17.3% and 26.2% of our Group’s total sale of door and shutter systems in FY2010, FY2011 and FY2012, respectively and the sale of Renlita licensed door products accounted for 3.4% of our Group’s total sale of door and shutter systems in FY2012. No sale of Renlita licensed door products was recorded in FY2010 and FY2011. If our licence with Gliderol Australia is terminated, we would not be able to continue to manufacture and distribute Gliderol Australia’s products or use the “Gliderol” brand for our products, and our business operations and fi nancial position could be adversely affected.

In addition, if we breach the terms of our licence, we may be exposed to claims from Gliderol Australia, and to the extent that we are not able to successfully defend ourselves in respect of such claims, we may suffer monetary losses and our fi nancial position could be adversely affected. Please refer to the section entitled “General Information on our Group - Intellectual Property” of this Offer Document for further details of our intellectual property rights.

Should our Group be exposed to third parties’ imitation and infringement of our intellectual property rights or should counterfeit or unauthorised products of inferior quality be sold using the brands that we offer, this may result in a negative perception of the products that we offer and/or have a negative impact on our market share. In the event that there is an unauthorised replication of our products by our competitors or other third parties, it may also limit our ability to maintain our competitive edge.

Given our limited resources, we may not be able to effectively prevent third parties from copying or otherwise obtaining and using our Group’s intellectual property rights without authorisation. There is also no assurance that we will be able to obtain adequate remedies in the event of an unauthorised replication or usage of such systems or brand names by our competitors or other third parties. If we fail to protect our intellectual property rights adequately, there may be an adverse impact on our Group’s market reputation, goodwill and fi nancial performance.

Further, as at the Latest Practicable Date, whilst we have not experienced any claims for intellectual property rights infringement, there is no assurance that we will not infringe any patents or other intellectual property rights of third parties in the future. In the event of any claims or litigation by third parties involving infringement of their intellectual property rights, whether with or without merit, our fi nancial results and operations may be adversely affected.

We may be affected by parallel imports

There is no assurance that there will not be any signifi cant parallel imports of products bearing the brands that we carry into the countries where we sell and/or distribute our products. If this happens, the fi nancial performance and profi tability of our Group could be adversely affected. In such event, our Group may have to resort to legal action and the assistance of investigation agencies, enforcement agencies and authorities in the eradication, prohibition and/or deterrence of parallel importing activities.

Our insurance coverage may not be adequate

We have taken up insurance policies for risks such as fi re, public liability and work injury compensation. However, in the event that any claims arise which are not covered by such insurance policies or if our insurance coverage is insuffi cient, we may be exposed to losses which may adversely affect our profi tability.

We may face risk of loss to our properties, equipment and inventories due to fi re, theft and natural disasters. In the event that such eventualities were to occur, our operations will be interrupted and if our insurance policies are not suffi cient to cover all potential losses, our business operations and fi nancial position will be adversely affected.

39

We operate in countries or may expand into other countries where we would be subject to local legal and regulatory conditions and may be affected by the political, economic and social conditions in these countries

We are primarily based in Singapore. We also have an operating subsidiary each in the UAE and Taiwan (which was newly incorporated on 9 November 2012). We may also expand into other countries in which we presently do not have a business presence. Some of these countries may in the future be affected by political upheavals, internal strife, civil commotions and epidemics. The occurrence of political and social conditions in these countries may affect our ability to operate or do business in these countries. Our business and operations are subject to the legal and regulatory framework in these countries. Laws and regulations governing business entities in these countries may change and may be subject to a number of possibly confl icting interpretations, by business entities, regulatory authorities and the courts. Our business, results of operations and fi nancial performance may be adversely affected by changes in and uncertainty surrounding governmental policies, in particular with respect to business laws and regulations, licences and permits, taxation, infl ation, interest rates, currency fl uctuations, price and wage controls, laws relating to repatriation of capital or profi ts, exchange control regulations, labour laws, trade laws and expropriation. Any changes in the economic, political, legal and regulatory conditions or policies in these countries could adversely affect the results of our operations.

We are subject to the applicable laws, regulations and guidelines in the countries and jurisdictions in which we currently or may in the future operate in, such as equity restrictions, entry and employment requirements and restrictions in respect of our employees and workers. If we fail to comply with such laws, regulations and guidelines, we may be subject to penalties for such breaches, including fi nes or restrictions on our ability to carry on business or operate in such countries or jurisdictions. In addition, the relevant employees in breach of such laws, regulations and/or guidelines may also be subject to penalties such as fi nes, imprisonment or deportation. In particular, the distribution of goods within the UAE by foreign companies (including free zone companies) must be conducted through a local commercial agent. The commercial agent must be a UAE national or an entity wholly owned by the UAE nationals and the commercial agency agreement is required to be registered with the UAE Ministry of Economy, Commercial Agencies Department. Our UAE subsidiary, Gliderol International ME, has in the past distributed goods within the UAE through GDL as our non-exclusive local distributor in the UAE. GDL is not a 100% UAE owned entity and is therefore not registered as a local commercial agent. Any commercial agency that remains unregistered will not be recognised under UAE law, and violation of this law may result in a fi ne of AED5,000 or closure of premises. Although the relevant law suggests that this penalty is only applicable to local agents, the UAE Ministry of Economy could potentially apply the penalty to foreign principals as well. Notwithstanding the above, this penalty is not generally enforced by the UAE Ministry of Economy. For the Period under Review, the sales by our Group in the UAE are not signifi cant. As at the Latest Practicable Date, Gliderol International ME has ceased sales in the UAE, pending registration of the requisite commercial agency agreements. In this regard, Gliderol International ME has registered a local distributor as a commercial agent with the UAE Ministry of Economy in respect of our fi re-rated products and will commence sales of such products once the requisite Civil Defence certifi cations are obtained. Gliderol International ME will register a commercial agency agreement in respect of its other products prior to distributing such other products in the UAE.

Please see the section entitled “Government Regulations – The UAE” of this Offer Document for further details on the UAE legal and regulatory conditions applicable to us.

We may face foreign exchange transaction risks

Our revenue is mainly denominated in S$, which constituted, on average, approximately 92.1% of our total revenue in the last three (3) fi nancial years ended 30 September 2012. Our purchases are mainly denominated in S$, US$, EUR, AED and AUD and they constituted, on average, approximately 42.3%, 42.4%, 8.8%, 3.1% and 3.4% respectively of our total purchases in the last three (3) fi nancial years ended 30 September 2012.

To the extent that our purchases are not naturally matched in the same currency as our sales and to the extent that there are timing differences between invoicing and the payment to our suppliers, we are exposed to foreign exchange fl uctuations which may adversely affect our fi nancial results.

Please refer to the section entitled “Management’s Discussion and Analysis of Financial Position and Results of Operations - Foreign Exchange Management” of this Offer Document for further details.

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We may be affected by disruption in the global fi nancial markets and associated impact

Our results of operations and fi nancial condition may be materially and adversely affected by conditions in the fi nancial markets, the economies in Singapore, Asia and/or other countries or the global economy.

In the second half of 2008, a disruption in the global credit markets and the general slowdown in the global economy had created turbulent and diffi cult conditions in the fi nancial markets. These conditions resulted in much economic volatility, less liquidity, tightening of credit and a lack of price transparency in certain markets.

These conditions have also resulted in the failures of a number of fi nancial institutions in the USA and unprecedented action by government authorities and central banks around the world. Any further government intervention, restrictions or regulation could have a material adverse effect on our business, results of operations, fi nancial performance and prospects. This economic situation is further exacerbated by the recent debt crises in Greece, Portugal, Spain, Ireland and Italy and the potential impact of these crises on the rest of Europe and the world. It is diffi cult to predict the extent to which global markets are affected by these conditions and the extent and nature of such effects on our markets, products and business. The continuation or intensifi cation of such disruptions may lead to additional adverse effects including, among others, lack of availability of credit to businesses, and could lead to a further weakening of the global economy. Any prolonged downturn in general economic conditions would present risks for our business, such as a potential slowdown in our sales to customers.

Although there are signs that the fi nancial markets and economies in Singapore, Asia and the global economy may be improving, whether a full and sustainable recovery will occur, and the pace of the recovery, if any, or whether the global economy or parts of it could relapse into recessionary conditions, remains uncertain. Any adverse economic developments in the markets that we operate in or that have an indirect impact on our business could have material and adverse effects on our business, results of operations, fi nancial performance and prospects.

We may require additional funding for our future growth

Although we have identifi ed our future growth plans as set out in the section entitled “General Information on our Group - Business Strategies and Future Plans” of this Offer Document, the issue proceeds from the issue of the New Shares may not be suffi cient to fully cover the estimated costs of implementing all these plans. We may also fi nd future opportunities to grow through acquisitions which we have yet to identify at this juncture. Under such circumstances, we may need to obtain debt or equity fi nancing to implement these growth opportunities.

Additional equity and/or debt fi nancing may result in dilution to our Shareholders. If such fi nancing does not generate a commensurate increase in earnings, our EPS will be diluted, and this could lead to a decline in our Share price.

Additional debt fi nancing may, apart from increasing interest expense and gearing, result in all or any of the following:

limit our ability to pay dividends;

increase our vulnerability to general adverse economic and industry conditions;

require us to dedicate a substantial portion of our cash fl ows from operations to payments on our debt, thereby reducing the availability of our cash fl ows to fund capital expenditure, working capital and other requirements; and/or

limit our fl exibility in planning for, or reacting to, changes in our business and our industry.

41

There is no assurance that we will be able to obtain the additional equity and/or debt fi nancing on terms that are acceptable to us or at all because our ability to arrange such fi nancing depends on a number of factors that are beyond our control, including general economic, and liquidity and political conditions, the terms on which fi nancial institutions are willing to extend credit to us and the availability of other sources of debt fi nancing or equity fi nancing. Any inability to secure additional equity and/or debt fi nancing may materially and adversely affect our business, implementation of our business strategies and future plans and results of operations.

We may face uncertainties associated with the growth and expansion of our business

Our growth strategies include, inter alia, the expansion of our operations in the Middle East and Taiwan and expanding and developing our businesses into new markets through acquisitions, joint ventures and/or strategic alliances. These expansion plans will require substantial capital expenditure, fi nancial and management resources. The success of our expansion plans depends on many factors, some of which are not within our control. In the event that we are not able to achieve a suffi cient level of revenue or manage our costs effectively or the commencement of these planned expansions is delayed, our future fi nancial performance and position will be materially and adversely affected.

In addition, we may explore acquisitions, joint ventures and/or strategic alliances that are complementary to our businesses. Participation in suitable acquisitions, joint ventures and/or strategic alliances involves numerous risks, including but not limited to diffi culties in the assimilation of the management, operations, services, products and personnel and the possible diversion of management attention from other business concerns. The successful implementation of our growth strategies depends on our ability to identify suitable partners and the successful integration of their operations with ours. There can be no assurance that we will be able to execute such growth strategies successfully and as such, the performance of any acquisitions, joint ventures and/or strategic alliances could fall short of expectations.

Please refer to the section entitled “General Information on our Group - Business Strategies and Future Plans” of this Offer Document for more details.

We are exposed to risk in respect of outbreaks of H1N1 infl uenza, bird fl u, virus and/or other communicable diseases which, if uncontrolled, could affect our fi nancial performance and prospects

An outbreak of contagious diseases in the countries in which we, our customers or our suppliers operate may have an adverse effect on the economies of such countries. This may materially and adversely affect our business, results of operations and fi nancial performance.

In 2009, there was a global outbreak of a new strain of infl uenza A virus sub-type H1N1, commonly known as the H1N1, fi rst identifi ed in April 2009. During the last few years, large parts of Asia also experienced outbreaks of avian fl u, while in the fi rst half of 2003, certain countries in Asia experienced an outbreak of SARS, a highly contagious form of atypical pneumonia. These infectious diseases seriously interrupted economic activities and general demand for goods plummeted in the affected regions. There can be no assurance that an outbreak of H1N1, avian fl u, SARS or other contagious disease, or the measures taken by the governments of affected countries against such potential outbreaks, will not seriously interrupt our operations or those of our suppliers and/or customers. This, in turn, may have a material and adverse effect on our business, results of operations and fi nancial performance. The perception that there may be a recurrence of an outbreak of H1N1, avian fl u, SARS or other contagious diseases may also have an adverse effect on the economic conditions of countries in which we, our customers or suppliers operate.

42

RISKS RELATING TO OWNERSHIP OF OUR SHARES

Investments in securities quoted on Catalist involve a higher degree of risk and can be less liquid than shares quoted on the Main Board of the SGX-ST

We have made an application for our Shares to be listed for quotation on Catalist, a listing platform primarily designed for fast growing and emerging and/or smaller companies to which a higher investment risk tends to be attached as compared to larger or more established companies listed on the Main Board of the SGX-ST. An investment in shares quoted on Catalist may carry a higher risk than an investment in shares quoted on the Main Board of the SGX-ST and the future success and liquidity in the market of our Shares cannot be guaranteed.

Pursuant to the Listing Manual, we are required to, inter alia, retain a sponsor at all times after our admission to Catalist. In particular, unless approved by the SGX-ST, the Sponsor must act as our continuing sponsor for at least three (3) years after the admission of our Company to Catalist. In addition, we may be delisted in the event that we do not have a sponsor for more than three (3) continuous months. There is no guarantee that following the expiration of the three (3)-year period, the Sponsor will continue to act as our sponsor or that we are able to fi nd a replacement sponsor within the three (3)-month period. Should such risks materialise, we may be delisted.

Control by our Chairman and CEO may limit your ability to infl uence the outcome of decisions requiring the approval of Shareholders

Upon completion of the Invitation, our Chairman and CEO, Michael Wong will exercise control of approximately 79.0% of our post-Invitation share capital through D’Oasis, an investment holding company wholly owned by his spouse, his son and himself. Therefore, he will be able to exercise signifi cant infl uence over all matters requiring Shareholders’ approval, including the election of directors and the approval of signifi cant corporate transactions. Such concentration of ownership also may have the effect of delaying, preventing or deterring a change in control of our Group even if such change may be benefi cial to our minority Shareholders.

Investors in our Shares will face immediate and substantial dilution in our Proforma NAV (as defi ned in the section entitled “Invitation Statistics” of this Offer Document) per Share and may experience future dilution

Our Invitation Price of S$0.25 per Share is substantially higher than our Proforma NAV per Share after adjusting for the estimated net proceeds due to our Company from the issue of the New Shares. If we were liquidated for Proforma NAV immediately following the Invitation, each Shareholder subscribing to the Invitation would receive less than the price they paid for their Shares. Details of the immediate dilution of our Shares incurred by new investors are described under the section entitled “Dilution” of this Offer Document.

Further, if we were to raise funds in the future by way of a placement of Shares or rights issue or other equity-linked securities, and if any Shareholder is unable or unwilling to participate in such fund raising, such Shareholder will suffer dilution to their shareholdings.

Future sales or issuance of our Shares could materially and adversely affect our Share price

Any future sale or issuance or availability of a large number of our Shares in the public market or perception thereof may have a downward pressure on our Share price. These factors also affect our ability to sell additional equity securities in the future, at a time and price we deem appropriate. Save as disclosed under the section entitled “Shareholders - Moratorium” of this Offer Document, there will be no restriction on the ability of our Shareholders to sell their Shares either on Catalist or otherwise.

In addition, our Share price may be under downward pressure if certain of our Shareholders sell their Shares upon the expiry of their moratorium periods.

43

There has been no prior market for our Shares and the Invitation may not result in an active or liquid market and there is a possibility that our Share price may be volatile

Prior to the Invitation, there has been no public market for our Shares. Although we have made an application to the SGX-ST to list our Shares on Catalist, there is no assurance that an active trading market for our Shares will develop, or if it develops, be sustained.

There is also no assurance that the market price for our Shares will not decline below the Invitation Price. The market price of our Shares could be subject to signifi cant fl uctuations due to various external factors and events including the liquidity of our Shares in the market, difference between our actual fi nancial or operating results and those expected by investors and analysts, the general market conditions and broad market fl uctuations.

Our Share price may be volatile in future which could result in substantial losses for investors purchasing Shares pursuant to the Invitation

The trading price of our Shares may fl uctuate signifi cantly and rapidly after the Invitation as a result of, among others, the following factors, some of which are beyond our control:

variations of our operating results;

changes in analysts’ estimates of our fi nancial performance;

changes in market valuations and share prices of companies with business similar to that of our Company that may be listed in Singapore;

announcements by us of signifi cant acquisitions, strategic alliances or joint ventures;

fl uctuations in stock market prices and volume;

our involvement in material litigation;

additions or departures of our key management personnel;

material changes or uncertainty in the political, economic and regulatory environment in the markets that we operate;

success or failure of our efforts in implementing business and growth strategies; and

changes in conditions affecting the industry, the general economic conditions or stock market sentiments or other events or factors.

Negative publicity which includes those relating to any of our Directors, Executive Offi cers or Substantial Shareholders may materially and adversely affect our Share price

Negative publicity or announcement relating to any of our Directors, Executive Offi cers or Substantial Shareholders may materially and adversely affect the market perception or the performance of our Shares, whether or not they are justifi ed. Examples of these include unsuccessful attempts in joint ventures, acquisitions or takeovers, or involvement in insolvency proceedings.

The actual performance of our Group may differ materially from the forward-looking statements in this Offer Document

This Offer Document contains forward-looking statements, which are based on a number of assumptions that are subject to signifi cant uncertainties and contingencies, many of which are outside our control. Furthermore, our revenue and fi nancial performance are dependent on a number of external factors, including demand for our products which may decrease for various reasons, including increased competition within the industry or changes in applicable laws and regulations. We cannot assure you that these assumptions will be realised and our actual performance will be as projected.

44

INVITATION STATISTICS

Invitation Price 25.00 cents

Proforma NAV

NAV per Share based on the audited combined fi nancial position of our Group as at 30 September 2012 adjusted for the signifi cant events highlighted in the Proforma Report (“Proforma NAV”):

(a) before adjusting for the estimated net proceeds from the issue of the New Shares and based on the pre-Invitation share capital of 100,000,000 Shares

9.14 cents

(b) after adjusting for the estimated net proceeds from the issue of the New Shares and based on the post-Invitation share capital of 112,000,000 Shares

9.44 cents

Premium of Invitation Price over the Proforma NAV per Share as at 30 September 2012:

(a) before adjusting for the estimated net proceeds from the issue of the New Shares and based on the pre-Invitation share capital of 100,000,000 Shares

173.5%

(b) after adjusting for the estimated net proceeds from the issue of the New Shares and based on the post-Invitation share capital of 112,000,000 Shares

164.8%

Earnings

Historical net EPS of our Group for FY2012 based on the pre-Invitation share capital of 100,000,000 Shares

2.68 cents

Historical net EPS of our Group for FY2012 based on the pre-Invitation share capital of 100,000,000 Shares, assuming that the Service Agreement had been in place from the beginning of FY2012

2.56 cents

PER

Historical PER based on the Invitation Price and the historical net EPS of our Group for FY2012

9.35 times

Historical PER based on the Invitation Price and the historical net EPS of our Group for FY2012, assuming that the Service Agreement had been in place from the beginning of FY2012

9.75 times

Net operating cash fl ow(1)

Historical net operating cash fl ow per Share of our Group for FY2012 based on the pre-Invitation share capital of 100,000,000 Shares

3.04 cents

Historical net operating cash fl ow per Share of our Group for FY2012 based on the pre-Invitation share capital of 100,000,000 Shares, assuming that the Service Agreement had been in place from the beginning of FY2012

2.92 cents

45

Price to net operating cash fl ow ratio

Invitation Price to historical net operating cash fl ow per Share of our Group for FY2012 based on the pre-Invitation share capital of 100,000,000 Shares

8.24 times

Invitation Price to historical net operating cash fl ow per Share of our Group for FY2012 based on the pre-Invitation share capital of 100,000,000 Shares, assuming that the Service Agreement had been in place from the beginning of FY2012

8.55 times

Market capitalisation

Market capitalisation based on the Invitation Price and the post-Invitation share capital of 112,000,000 Shares

S$28.00 million

Note:

(1) Net operating cash fl ow is defi ned as profi t attributable to owners of the Company with depreciation and amortisation added back.

46

USE OF PROCEEDS AND LISTING EXPENSES

The estimated expenses in relation to the Invitation, including professional fees and expenses, underwriting and placement commission and other incidental expenses in relation to the Invitation, are approximately S$1.61 million, of which approximately S$1.57 million will be borne by our Company and approximately S$0.04 million (comprising the underwriting and placement commission and brokerage in respect of the Vendor Shares) will be borne by the Vendor.

Net proceeds from the Invitation

The net proceeds to be raised from the Invitation (comprising both the New Shares and the Vendor Shares) after deducting estimated expenses in relation to the Invitation of approximately S$1.61 million, are approximately S$2.76 million.

Net proceeds from the issue of the New Shares

The net proceeds attributable to us from the issue of the New Shares (after deducting our Company’s share of the estimated expenses in relation to the Invitation of approximately S$1.57 million) will be approximately S$1.43 million.

Each principal intended use of proceeds from the issue of the New Shares and major expenses is set out below.

Use of proceeds from the issue of the New Shares

Amount in aggregate(S$’000)

Amount allocated for each dollar of the gross proceeds raised by our Company fromthe issue of the New Shares

(cents)

To acquire new machinery and equipment 600 20.00

To fund product development activities 400 13.33

Working capital and general corporate purposes 431 14.37

Listing expenses 1,569 52.30

3,000 100.00

Listing Expenses

Amount in aggregate(S$’000)

As a percentage of the gross proceeds raised

by our Company from the issue of the New Shares

Professional fees 1,117 37.2%

Underwriting and placement commission and brokerage(1) 90 3.0%

Miscellaneous expenses (including listing fees) 362 12.1%

1,569 52.3%

Note:

(1) Please refer to the section entitled “General and Statutory Information – Management, Underwriting and Placement Arrangements” of this Offer Document for further details.

In the reasonable opinion of our Directors, there is no minimum amount which must be raised by the Invitation.

Currently, we are not engaged in any formal discussion with any parties for acquisitions, joint ventures or the formation of strategic alliances.

Pending the deployment of the net proceeds from the issue of the New Shares as aforesaid, the funds will be placed in deposits with banks and fi nancial institutions or invested in money market instruments or used for our working capital requirements as our Directors may deem fi t at their absolute discretion.

47

We will make periodic announcements on the use of the net proceeds from the issue of the New Shares as and when the funds are materially disbursed, and provide a status report on the use of the proceeds in our annual report.

The discussion above represents our Company’s best estimate of our allocation of the net proceeds from the issue of the New Shares based upon our current plans and estimates regarding our anticipated expenditures. Actual expenditures may vary from these estimates and our Company may find it necessary or advisable to reallocate the net proceeds within the categories described above or to use portions of the net proceeds for other purposes. In the event that our Company decides to reallocate the net proceeds from the issue of the New Shares for other purposes, our Company will publicly announce our intention to do so through an SGXNET announcement to be posted on the internet at the SGX-ST website http://www.sgx.com.

Please refer to the section entitled “General Information on our Group - Business Strategies and Future Plans” of this Offer Document for further details.

Net proceeds from sale of the Vendor Shares

The estimated net proceeds attributable to the Vendor from the sale of the Vendor Shares (after deducting the Vendor’s share of the estimated expenses in relation to the Invitation (comprising the underwriting and placement commission and brokerage in respect of the Vendor Shares) of approximately S$0.04 million) will be approximately S$1.33 million.

48

DIVIDEND POLICY

Our Company was incorporated on 19 July 2012 and has not distributed any dividend on our Shares since incorporation. Save as disclosed below, none of our subsidiaries has declared or paid dividends in the last three (3) fi nancial years ended 30 September 2012 and for the period from 1 October 2012 to the Latest Practicable Date:

(a) Gliderol Doors declared and paid interim dividends of approximately S$1.5 million to its then shareholders in FY2010; and

(b) Gliderol Doors declared and paid interim dividends of approximately S$3.5 million to its then shareholders in FY2012.

We currently do not have a fi xed dividend policy. The form, frequency and amount of future dividends on our Shares that our Directors may recommend or declare in respect of any particular fi nancial year or period will be subject to the factors outlined below as well as any other factors deemed relevant by our Directors:

(a) the level of our cash and retained earnings;

(b) our actual and projected fi nancial performance;

(c) our projected levels of capital expenditure and other investment plans;

(d) our working capital requirements and general fi nancing condition;

(e) restrictions on payment of dividends imposed on us by our fi nancing arrangements (if any); and

(f) the general economic and business conditions in countries in which we operate.

We may declare dividends by way of an ordinary resolution of our Shareholders at a general meeting, but may not pay dividends in excess of the amount recommended by our Board of Directors. The declaration and payment of dividends will be determined at the sole discretion of our Directors, subject to the approval of our Shareholders. Our Directors may also declare an interim dividend without the approval of our Shareholders. Future dividends will be paid by us as and when approved by our Shareholders (if necessary) and our Directors.

Subject to the above, our Directors intend to recommend and distribute dividends of not less than 30% of our net profi ts attributable to our Shareholders in each of FY2013, FY2014 and FY2015 (the “Proposed Dividends”). However, investors should note that all the foregoing statements, including the statements on the Proposed Dividends, are merely statements of our present intention and shall not constitute legally binding statements in respect of our future dividends which may be subject to modifi cation (including reduction or non-declaration thereof) at our Directors’ sole and absolute discretion.

The amount of dividends declared and paid by us in the past should not be taken as an indication of the dividends payable in the future. Investors should not make any inference from the foregoing statements as to our actual future profi tability or our ability to pay any future dividends. There can be no assurance that dividends will be paid in the future or of the amount or timing of any dividends that will be paid in the future.

For information relating to taxes payable on dividends, please refer to the section entitled “Taxation” in Appendix F of this Offer Document.

49

SHARE CAPITAL

Our Company (company registration number 201217895H) was incorporated in Singapore on 19 July 2012 under the Companies Act as a private limited company under the name of GDS Global Pte. Ltd.. On 25 March 2013, we converted into a public company limited by shares and changed our name to GDS Global Limited.

As at the date of incorporation, our issued and paid-up share capital was S$1 comprising one (1) Share.

On 13 September 2012, D’Oasis subscribed for 1,879,999 Shares for the consideration of S$1,879,999. Accordingly, as at 30 September 2012 (being the end of our most recent completed fi nancial year), our issued and paid up share capital was S$1,880,000 comprising 1,880,000 Shares.

On 8 October 2012, our Company increased our issued and paid-up share capital to S$2,480,000 divided into 2,000,000 Shares via the issue and allotment of 120,000 new Shares to Rhodus for the consideration of S$600,000.

At an extraordinary general meeting held on 22 March 2013 and the annual general meeting held on 30 March 2013, our Shareholders approved, inter alia, the following:

(a) the Share Split;

(b) the conversion of our Company into a public company limited by shares and the consequential change of our name to “GDS Global Limited”;

(c) the adoption of a new set of Articles;

(d) the allotment and issue of the New Shares which are the subject of the Invitation, on the basis that the New Shares, when allotted, issued and fully paid-up, will rank pari passu in all respects with the existing issued and fully paid-up Shares; and

(e) the authorisation for our Directors, pursuant to Section 161 of the Companies Act and the Listing Manual to (i) issue Shares whether by way of rights, bonus or otherwise; (ii) make or grant offers, agreements or options (collectively, “Instruments”) that might or would require Shares to be issued, including but not limited to the creation and issue of (as well as adjustments to) warrants, debentures or other instruments convertible into Shares, at any time and upon such terms and conditions and for such purposes and to such persons as our Directors may in their absolute discretion deem fi t; and (iii) (notwithstanding the authority conferred by this resolution may have ceased to be in force) issue Shares in pursuance of any Instruments made or granted by our Directors while this resolution was in force, provided that:

(1) the aggregate number of Shares (including Shares to be issued in pursuance of the Instruments, made or granted pursuant to this resolution) and Instruments to be issued pursuant to this resolution shall not exceed 100.0% of the total number of issued Shares (excluding treasury shares) in the capital of our Company (as calculated in accordance with sub-paragraph (2) below), of which the aggregate number of Shares to be issued (including Shares to be issued pursuant to the Instruments) other than on a pro rata basis to existing Shareholders shall not exceed 50.0% of the total number of issued Shares (excluding treasury shares) in the capital of our Company (as calculated in accordance with sub-paragraph (2) below);

(2) (subject to such calculation as may be prescribed by the SGX-ST) for the purpose of determining the aggregate number of Shares (including Shares to be issued pursuant to the Instruments) that may be issued under sub-paragraph (1) above, the percentage of Shares that may be issued shall be based on the total number of issued Shares of our Company (excluding treasury shares) immediately after the Invitation, after adjusting for (a) new Shares arising from the conversion or exercise of the Instruments or any convertible securities; and (b) any subsequent bonus issue, consolidation or sub-division of Shares;

50

(3) in exercising such authority, our Company shall comply with the provisions of the Listing Manual for the time being in force (unless such compliance has been waived by the SGX-ST) and the Articles of Association for the time being of our Company; and

(4) unless revoked or varied by our Company in a general meeting, such authority shall continue in force until (i) the conclusion of the next annual general meeting of our Company; or (ii) the date by which the next annual general meeting of our Company is required by law to be held, whichever is the earlier.

As at the Latest Practicable Date, there is only one (1) class of shares in the capital of our Company, being ordinary shares. A summary of the Articles of Association of our Company relating to, among others, the voting rights of our Shareholders is set out in the section entitled “Summary of Selected Articles of Association of our Company” in Appendix E of this Offer Document.

There are no founder, management, deferred or unissued Shares reserved for issuance for any purpose. No person has been, or is entitled to be, given an option to subscribe for or purchase any securities of our Company or any of our subsidiaries. There are no Shares that are held by or on behalf of our Company or by our subsidiaries.

As at the date of this Offer Document, the issued and paid-up share capital of our Company is S$2,480,000 divided into 100,000,000 Shares. Upon the issue and allotment of the New Shares, the resultant issued and paid-up share capital of our Company will be increased to approximately S$5,237,922 comprising 112,000,000 Shares.

Details of changes in the issued and paid-up capital of our Company since our incorporation and immediately after the Invitation are as follows:

Number ofShares

Issued and paid-up share

capital (S$)

Issued and fully paid Shares as at our date of incorporation 1 1

Issue of new Shares pursuant to the Restructuring Exercise 1,879,999 1,879,999

Issued and fully paid Shares immediately after the Restructuring Exercise 1,880,000 1,880,000

Issue of new Shares to Rhodus 120,000 600,000

Issued and fully paid Shares before the Share Split 2,000,000 2,480,000

Share Split 100,000,000 2,480,000

New Shares issued pursuant to the Invitation 12,000,000 2,757,922(1)

Post-Invitation issued and paid-up share capital 112,000,000 5,237,922

Note:

(1) This takes into account set-off of our Company’s share of the estimated issue expenses of approximately S$0.24 million, which excludes our Company’s share of the estimated issue expenses of approximately S$1.33 million to be charged directly to the income statement.

51

The Shareholders’ equity of our Company as at the date of incorporation, as at 30 September 2012 after adjustments for the signifi cant events highlighted in the Proforma Report, and the issue of the New Shares are set out below. This should be read in conjunction with the Proforma Report as set out in Appendix B of this Offer Document.

As at the date of incorporation

As at 30 September 2012after adjusting for

the signifi cant events highlighted in theProforma Report

As at 30 September 2012, after adjusting for

the signifi cant events highlighted in the Proforma

Report, and issue of the New Shares

(S$) (S$) (S$)

Share capital 1 2,480,000 5,237,922(1)

Shareholders’ equity 1 9,141,880 10,573,089(2)

Notes:

(1) This takes into account set-off of our Company’s share of the estimated issue expenses of approximately S$0.24 million, which excludes our Company’s share of the estimated issue expenses of approximately S$1.33 million to be charged directly to the income statement.

(2) This takes into account our Company’s share of the estimated issue expenses of approximately S$1.57 million.

52

SHAREHOLDERS

OWNERSHIP STRUCTURE

Our Directors and Shareholders and their respective shareholdings in our Company immediately before and after the Invitation are set out below:

Before the Invitation After the Invitation Direct interest Deemed interest Direct interest Deemed interest

Number of Shares %

Number of Shares %

Number of Shares %

Number of Shares %

DirectorsMichael Wong(1) – – 94,000,000 94.0 – – 88,500,000 79.0

Wu Chiaw Ching – – – – – – – –

Goh Boon Kok – – – – – – – –Pebble Sia Huei-Chieh – – – – – – – –Substantial Shareholders (other than Directors)

D’Oasis(1) 94,000,000 94.0 – – 88,500,000 79.0 – –

Rhodus(2) 6,000,000 6.0 – – 6,000,000 5.4 – –

Public – – 17,500,000 15.6

Total 100,000,000 100.0 112,000,000 100.0

Notes:

(1) Michael Wong is deemed to be interested in all the Shares held by D’Oasis. D’Oasis is an investment holding company incorporated in Singapore on 2 July 2012. Michael Wong owns 80 ordinary shares representing 80.0% of the issued share capital of D’Oasis. The remaining 20.0% of the issued share capital of D’Oasis is held equally by Michael Wong’s spouse, Chan Yoke Kuen and his son, Jared Wong.

(2) Rhodus is an investment holding company incorporated in the British Virgin Islands on 20 August 2010. Rhodus is owned by Wong Leon Keat and Omar Loebis, who are not related to the Directors, Executive Offi cers or other Shareholders of our Company. Wong Leon Keat is a partner at Wong, Lee & Associates, who were the previous auditors of Gliderol Doors from September 1982 to FY2010.

Save as disclosed above, there are no other relationships among our Directors and Substantial Shareholders.

The Shares held by our Directors and Substantial Shareholders do not carry different voting rights from the Invitation Shares which are the subject of the Invitation.

Save as disclosed above, our Company is not, whether directly or indirectly, owned or controlled by another corporation, any government or other natural or legal person whether severally or jointly. Our Directors are not aware of any arrangement the operation of which may, at a subsequent date, result in a change in control of our Company.

There has not been any public take-over offer by a third party in respect of our Shares or by our Company in respect of the shares of another corporation or units of a business trust which has occurred between 1 October 2011 and the Latest Practicable Date.

53

VENDOR

The name of the Vendor and the number of Vendor Shares which the Vendor will offer pursuant to the Invitation are set out below:

Shares held immediately before the Invitation

Vendor Shares offered pursuant to the Invitation

Shares held after the Invitation

VendorNumber of

Shares

% of pre-Invitation share capital

Number of Shares

% of pre-Invitation share capital

% of post-Invitation share capital

Number of Shares

% of post-Invitation share capital

D’Oasis Pte. Ltd.(1) 94,000,000 94.0 5,500,000 5.5 4.9 88,500,000 79.0

Note:

(1) D’Oasis is an investment holding company incorporated in Singapore on 2 July 2012. Our Chairman and CEO, Michael Wong owns 80 ordinary shares representing 80.0% of the issued share capital of D’Oasis. The remaining 20.0% of the issued share capital of D’Oasis is held equally by Michael Wong’s spouse, Chan Yoke Kuen and his son, Jared Wong.

Signifi cant Changes in Percentage of Ownership

Save as disclosed above and under the sections entitled “Restructuring Exercise” and “Share Capital” of this Offer Document, there has been no signifi cant changes in the percentage of ownership of our Shares from the incorporation of our Company until the Latest Practicable Date.

MORATORIUM

To demonstrate their commitment to our Group, D’Oasis, which will hold 88,500,000 Shares representing 79.0% of our Company’s post-Invitation share capital, has undertaken not to sell, contract to sell, realise, assign, transfer, pledge, grant any option to, dispose of or enter into any agreement that will directly or indirectly constitute or will be deemed as a disposal of any part of its interest in our Company for a period of 12 months commencing from the date of our Company’s admission to Catalist.

In addition, Michael Wong, his spouse, Chan Yoke Kuen and his son, Jared Wong, who collectively hold the entire share capital of D’Oasis, have each undertaken not to sell, contract to sell, realise, assign, transfer, pledge, grant any option to, dispose of or enter into any agreement that will directly or indirectly constitute or will be deemed as a disposal of any part of their respective interests in D’Oasis for a period of 12 months commencing from the date of our Company’s admission to Catalist.

Rhodus, which will hold 6,000,000 Shares representing 5.4% of our Company’s post-Invitation share capital, has undertaken not to sell, contract to sell, realise, assign, transfer, pledge, grant any option to, dispose of or enter into any agreement that will directly or indirectly constitute or will be deemed as a disposal of any part of its interest in our Company for a period of 12 months commencing from the date of our Company’s admission to Catalist.

In addition, the shareholders of Rhodus have undertaken not to sell, contract to sell, realise, assign, transfer, pledge, grant any option to, dispose of or enter into any agreement that will directly or indirectly constitute or will be deemed as a disposal of any part of their respective interests in Rhodus for a period of 12 months commencing from the date of our Company’s admission to Catalist.

54

DILUTION

Dilution is the amount by which the Invitation Price paid by the purchasers and/or subscribers of our Invitation Shares (“New Investors”) exceeds our Proforma NAV per Share immediately after the Invitation. Our Proforma NAV per Share as at 30 September 2012, before adjusting for the estimated net proceeds from the issue of the New Shares and based on our Company’s pre-Invitation share capital of 100,000,000 Shares, was 9.14 cents per Share.

Taking into account the 12,000,000 New Shares at the Invitation Price in connection with the Invitation, our Proforma NAV per Share and after adjusting for the estimated net proceeds from the issue of the New Shares and based on our Company’s post-Invitation share capital of 112,000,000 Shares, would have been 9.44 cents. This represents an immediate increase in the Proforma NAV per Share of 0.30 cents to our existing Shareholders and an immediate dilution in Proforma NAV per Share of 15.56 cents to our New Investors pursuant to the Invitation.

The following table illustrates such dilution on a per Share basis as at 30 September 2012:

Cents

Invitation Price 25.00

Proforma NAV per Share as at 30 September 2012 based on pre-Invitation share capital of 100,000,000 Shares 9.14

Increase in Proforma NAV per Share attributable to existing Shareholders 0.30

Proforma NAV per Share after the Invitation(1) 9.44

Dilution in Proforma NAV per Share to New Investors pursuant to the Invitation 15.56

Dilution in Proforma NAV per Share to New Investors as a percentage of Invitation Price pursuant to the Invitation 62.2%

Notes:

(1) The computed Proforma NAV does not take into account our actual fi nancial performance from 1 October 2012 up to the Latest Practicable Date. Depending on our actual results, our NAV per Share after the Invitation may be higher or lower than the computed Proforma NAV.

(2) Please refer to the section entitled “Invitation Statistics” of this Offer Document for the defi nition of “Proforma NAV”.

The following table summarises the total number of Shares acquired by our existing Shareholders (as adjusted for the Share Split) during the period of three (3) years prior to the date of lodgement of this Offer Document, the total consideration paid by them and the average effective cash cost per Share paid by them and paid by our New Investors pursuant to the Invitation:

Number of Shares acquired

Total consideration

Average effective cost per Share

(S$) (cents)Substantial shareholdersD’Oasis(1) 94,000,000 1,880,000 2.00Rhodus(2) 6,000,000 600,000 10.00New Investors pursuant to the Invitation 17,500,000 4,375,000 25.00

Notes:

(1) D’Oasis is an investment holding company incorporated in Singapore on 2 July 2012. Our Chairman and CEO, Michael Wong owns 80 ordinary shares representing 80.0% of the issued share capital of D’Oasis. The remaining 20.0% of the issued share capital of D’Oasis is held equally by Michael Wong’s spouse, Chan Yoke Kuen and his son, Jared Wong.

(2) Rhodus is an investment holding company incorporated in the British Virgin Islands on 20 August 2010. Rhodus is owned by Wong Leon Keat and Omar Loebis, who are not related to the Directors, Executive Offi cers or other Shareholders of our Company. Wong Leon Keat is a partner at Wong, Lee & Associates, who were the previous auditors of Gliderol Doors from September 1982 to FY2010.

Save as disclosed above, none of our Directors or the Substantial Shareholders of our Company or their respective Associates have acquired any Shares during the period of three (3) years prior to the date of lodgement of this Offer Document.

55

RESTRUCTURING EXERCISE

Our Company was incorporated on 19 July 2012 in Singapore in accordance with the Companies Act as a private limited company with an issued and paid-up share capital of S$1 comprising one (1) Share, which was held by D’Oasis.

Pursuant to the Restructuring Exercise to rationalise our corporate and shareholding structures in preparation for the Invitation, our Company became the holding company of our Group.

The Restructuring Exercise involved the following:

1. Incorporation of our Company

Our Company was incorporated on 19 July 2012 in Singapore in accordance with the Companies Act as a private limited company with an issued and paid-up share capital of S$1 comprising one (1) Share, which was held by D’Oasis. On 13 September 2012, D’Oasis subscribed for a further 1,879,999 Shares for the consideration of S$1,879,999.

D’Oasis is an investment holding company incorporated in Singapore on 2 July 2012. Michael Wong owns 80.0% of the issued share capital of D’Oasis and the balance 20.0% is owned by his spouse, Chan Yoke Kuen, and his son, Jared Wong, equally.

2. Acquisition of shares in Gliderol International (ME) FZC (“GDIM FZC”) and establishment of Gliderol International ME

GDIM FZC had been set up in January 2007 as a free zone company in the Hamriyah Free Zone, Sharjah, the UAE, for the purpose of establishing a manufacturing facility in the UAE for commercial and industrial door products and was majority held by GIID, with the minority being held by a third party. At the point of incorporation of GDIM FZC, GIID’s ultimate majority shareholder was the shareholder of Gliderol Australia, Warwick Lumbers, and Michael Wong held a minority interest. Michael Wong subsequently acquired the entire interest of GIID and became its sole shareholder in February 2011. As at the Latest Practicable Date, it is intended that GIID will be voluntarily wound up.

On 24 June 2012, Gliderol Doors acquired all the shares in GDIM FZC from its existing shareholders, GIID and the third party, for a nominal consideration. Pursuant to the relevant UAE laws, upon the transfer by the existing shareholders of their shares in GDIM FZC to Gliderol Doors in June 2012, GDIM FZC was replaced by Gliderol International ME, which was established on 24 June 2012 as a free zone establishment in the Hamriyah Free Zone that was wholly owned by Gliderol Doors.

3. Acquisition of Gliderol Doors by our Company

On 14 September 2012, our Company acquired from Michael Wong and his son, Jared Wong, the entire issued and paid-up capital of 2,000,000 ordinary shares of Gliderol Doors at an aggregate consideration of S$2,000,000, which was determined based on the issued and paid-up share capital of Gliderol Doors. D’Oasis had advanced to our Company an amount of S$0.2 million for the acquisition of shares in Gliderol Doors. Please refer to the section entitled “Interested Person Transactions - Past Interested Person Transactions” of this Offer Document for further details regarding this advance by D’Oasis.

56

The consideration was payable to Michael Wong and Jared Wong based on their respective shareholdings in Gliderol Doors as follows:

Number of shares

Aggregate consideration in respect of such shares

(S$)

Michael Wong 1,999,999 1,999,999

Jared Wong 1 1

Total 2,000,000 2,000,000 Following completion of such acquisition, our Company became the 100.0% holding company of Gliderol Doors and the 100.0% ultimate holding company of Gliderol International ME.

57

GROUP STRUCTURE

Our Group structure as at the date of this Offer Document is as follows:

GDS Global Limited

(Incorporated in Singapore)

55% 100%

Gliderol Doors Asia Limited

(Incorporated in Taiwan)

Gliderol Doors (S) Pte. Ltd.

(Incorporated in Singapore)

100%

Gliderol International

(ME) FZE

(Incorporated in the UAE)

The details of each subsidiary of our Group as at the date of this Offer Document are as follows:

NameDate/Country of incorporation

Principal place of business

Principal activities

Issued and paid-up share

capital

Effective equity interest

held by our Group

Gliderol Doors (S) Pte. Ltd.

1 September 1982/ Singapore

Singapore Manufacture of Metal Doors, Window and Door Frames, Grilles and Gratings

S$2,000,000 100%

Gliderol International (ME) FZE(1)

24 June 2012/UAE

UAE Manufacture of doors and general trading

AED150,000 100%

Gliderol Doors Asia Limited(2)

9 November 2012/Taiwan

Taiwan Distribution of industrial doors and door components

NT$15,000,000 55%

Notes:

(1) The company was incorporated as a Free Zone Company (“FZC”) on 23 January 2007. The FZC was replaced by Gliderol International ME on 24 June 2012.

(2) We own 55.0% shareholding interest of the company and GTL holds the balance. GTL is a company incorporated in Taiwan which is principally engaged in the residential door business. None of the directors and shareholders of GTL are related to our Directors, the Substantial Shareholders of our Company or their respective Associates.

None of our subsidiaries is listed on any stock exchange. We do not have any associated companies.

58

SELECTED COMBINED FINANCIAL INFORMATION

The following selected combined fi nancial information should be read in conjunction with the full text of this Offer Document, including the Independent Auditors’ Report and the Proforma Report as set out in Appendices A and B of this Offer Document respectively and the section entitled “Management’s Discussion and Analysis of Financial Position and Results of Operations” of this Offer Document.

Combined Statements of Comprehensive Income(1)

Audited (S$’000) FY2010 FY2011 FY2012

Revenue 13,545 13,240 13,820Cost of sales (8,693) (7,913) (6,910)Gross profi t 4,852 5,327 6,910Other operating income 1,415 1,243 776Marketing and distribution expenses (572) (615) (621)Administrative expenses (3,449) (3,969) (3,658)Other operating expenses (379) (216) (177)Investment revenue 313 187 145Other gains and losses (252) (51) (137)Finance costs (120) (87) (49)Profi t before tax 1,808 1,819 3,189Income tax expense (250) (139) (553)Profi t for the year 1,558 1,680 2,636

Other comprehensive income (loss):Exchange differences on translation of foreign operations (1) n.m.(5) 7Net change in fair value on available-for-sale investments 217 (203) 467Reclassifi cation to profi t or loss from equity on disposal of available-for-sale investments – – 62Other comprehensive income (loss) for the year, net of tax 216 (203) 536Total comprehensive income for the year 1,774 1,477 3,172

Profi t (Loss) attributable to:Owners of the Company 1,643 1,686 2,675Non-controlling interests (85) (6) (39)

1,558 1,680 2,636

Total comprehensive income (loss) attributable to:Owners of the Company 1,859 1,483 3,208Non-controlling interests (85) (6) (36)

1,774 1,477 3,172

EPS- Basic EPS (cents)(2)(4) 1.64 1.69 2.68- Adjusted EPS (cents)(3) 1.47 1.51 2.39

Notes:

(1) The combined statements of comprehensive income for the Period under Review have been prepared on the basis as set out in Note 1 to the Independent Auditors’ Report. Please refer to the Independent Auditors’ Report as set out in Appendix A of this Offer Document for the basis of preparation of the combined fi nancial statements of the Group.

(2) For comparative purposes, basic EPS is calculated based on the profi t attributable to owners of the Company for the fi nancial year and the pre-Invitation share capital of 100,000,000 Shares.

(3) Adjusted EPS is calculated based on the profi t attributable to owners of the Company for the fi nancial year and the post-Invitation share capital of 112,000,000 Shares.

(4) Had the Service Agreement (as disclosed in the section entitled “Directors, Management and Staff - Service Agreement” of this Offer Document) been in effect from the beginning of FY2012, our profi t before tax and profi t attributable to owners of the Company for FY2012 would have been S$3.06 million and S$2.56 million respectively and our basic EPS based on the pre-Invitation share capital of 100,000,000 Shares would have been 2.56 cents.

(5) “n.m.” means not meaningful.

59

Combined Statement of Financial Position(1)

(S$’000)

AuditedAs at

30 September 2012(1)

ASSETS

Current assetsCash and cash equivalents 2,350Trade and other receivables 3,591Inventories 1,965Total current assets 7,906

Non-current assetsProperty, plant and equipment 1,031Intangible asset 1,549Pledged bank deposits 1,000Total non-current assets 3,580

Total assets 11,486

LIABILITIES AND EQUITY

Current liabilitiesBank overdrafts and borrowings 412Trade and other payables 1,671Current portion of fi nance leases 26Income tax payable 646Total current liabilities 2,755

Non-current liabilitiesFinance leases 23Deferred tax liability 142Other payables 24Total non-current liabilities 189

Total liabilities 2,944

Capital and reservesShare capital 1,880Reserves 6,662Total equity 8,542

Total liabilities and equity 11,486

NAV per Share (cents)(2) 8.54

Notes:

(1) The combined statement of fi nancial position as at 30 September 2012 has been prepared on the basis as set out in Note 1 to the Independent Auditors’ Report. Please refer to the Independent Auditors’ Report as set out in Appendix A of this Offer Document for the basis of preparation of the combined fi nancial statements of the Group.

(2) The NAV per Share as at 30 September 2012 has been computed based on our pre-Invitation share capital of 100,000,000 Shares.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS

In the following section we discuss our historical combined results of operations for the fi nancial years ended 30 September 2010, 2011 and 2012, our historical combined fi nancial condition as at 30 September 2012 and our management’s assessment of the factors that may affect our prospects and performance in future periods. You should read the following discussion together with the Independent Auditors’ Report and the Proforma Report as set out in Appendices A and B of this Offer Document respectively.

This discussion and analysis contains forward-looking statements which involve risks and uncertainties.

Our actual results may differ from those anticipated in these forward-looking statements. Factors that might cause our actual future results to differ from those projected in the forward-looking statements include, but are not limited to, those discussed below and elsewhere in this Offer Document, particularly in the section entitled “Risk Factors” of this Offer Document.

OVERVIEW

We are a leading specialist provider of commercial and industrial door and shutter solutions in Singapore and the South East Asia region.

Backed by our strong technical expertise and our proprietary know-how and technology-based solutions, our key business focus is to provide specialist commercial and industrial door and shutter solutions comprising the manufacture and supply of a wide range of door and shutter systems that can be tailored to our customers’ specifi c needs and requirements.

We carry and supply an extensive range of door and shutter products comprising industrial door systems, fi re-rated shutter systems, commercial door systems, hangar door systems and special applications door systems. These products comprise both Manufactured Products as well as Distributed Products.

In addition, we also provide service and maintenance works for the products supplied or installed by us or third parties.

As part of our value-added service to our customers, we also provide specialist engineering and consultancy services to our customers who require advice and/or customisation of door and shutter solutions to meet their requirements. Such value-added services include advising on the appropriate door and shutter systems based on the customer’s requirements, the customisation of door and shutter systems, and the design, fabrication and testing of specialised one-off door and shutter systems. In addition, we are able to provide project management services in relation to the installation of door and shutter systems in connection with a project development, which comprises risk assessment, site safety compliance and work schedule control.

Revenue

We derive our revenue primarily from (i) sale of door and shutter systems; and (ii) provision of service and maintenance works. Revenue from the sale of door and shutter systems for purposes of this discussion may be segmented into Manufactured Products segment and Distributed Products segment.

For our Manufactured Products segment, we purchase the raw materials and components and process them at our own manufacturing facility before selling them to our customers. For our Distributed Products segment, we procure products from our principals and sell them to our customers. Generally, we are able to command better margins for Manufactured Products compared to Distributed Products.

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We typically experience a fl uctuation in revenue contribution from our customers from year to year due to the project based nature of our business. Such projects differ in their scope and size and are typically non-recurring. Revenue from the sale of door and shutter systems is recognised upon the transfer of signifi cant risks and rewards of ownership of the goods to our customers.

We also provide service and maintenance works for door and shutter systems supplied or installed by us or third parties. Our service and maintenance works typically include preventive and general maintenance, repair and replacement of faulty components and safety checks. Revenue from the provision of service and maintenance works is recognised upon the completion of the services rendered and acceptance by customers.

A breakdown of our revenue is set out below:

Revenue FY2010 FY2011 FY2012S$’000 % S$’000 % S$’000 %

Sale of door and shutter systems 12,214 90.2 11,776 88.9 12,391 89.7- Manufactured Products 7,139 52.7 8,911 67.3 12,100 87.6- Distributed Products 5,075 37.5 2,865 21.6 291 2.1

Provision of service and maintenance works 1,331 9.8 1,464 11.1 1,429 10.3Total revenue 13,545 100.0 13,240 100.0 13,820 100.0

Please refer to the section entitled “General Information on our Group - Our Products and Related Services” of this Offer Document for a more comprehensive discussion of the products and services we provide.

For the Period under Review, our revenue was derived principally from the sale of door and shutter systems. It accounted for approximately 90.2%, 88.9% and 89.7% of our total revenue in FY2010, FY2011 and FY2012 respectively. Revenue from the provision of service and maintenance works accounted for the balance of our revenue for the Period under Review.

Factors affecting our revenue

Our revenue may be affected by, inter alia, the following key factors:

(a) demand for our door and shutter systems which is largely affected by level of activities in the commercial and industrial developments in Singapore and general health of the Singapore economy;

(b) our ability to compete effectively in our industry with competitors in this market as we generally

compete on key attributes such as product quality, pricing and product variety;

(c) our ability to keep pace with technological changes and industry standards and to develop new products or enhance existing products to meet market demands;

(d) our ability to secure new projects, and the size and type of projects secured. Due to the project based nature of our business, such projects differ in their scope and size and are typically non-recurring and we have to continuously and consistently secure new projects; and

(e) our ability to complete projects contracted to us on schedule and in accordance with our customers’ specifi cations.

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

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Revenue by geographical areas

Our revenue by geographical areas is prepared based on the country where the customer is located. The following table sets out a breakdown of revenue received from each of our geographical areas:

FY2010 FY2011 FY2012S$’000 % S$’000 % S$’000 %

Singapore 12,311 90.9 11,651 88.0 12,669 91.7Middle East(1) 669 4.9 1,142 8.6 671 4.9Others(2) 565 4.2 447 3.4 480 3.4Total 13,545 100.0 13,240 100.0 13,820 100.0

Notes:

(1) Middle East refers to the UAE, Qatar, Bahrain, Oman and Kuwait.

(2) Others include Thailand, Brunei, Malaysia and Australia.

Cost of sales

Our cost of sales comprises material costs, labour costs, sub-contracting costs, rental expenses and overhead costs.

The following table sets forth a breakdown of our cost of sales in FY2010, FY2011 and FY2012:

Cost of sales FY2010 FY2011 FY2012S$’000 % S$’000 % S$’000 %

Material costs 5,139 59.1 4,118 52.0 3,352 48.5Labour costs 1,177 13.6 1,269 16.0 1,453 21.0Sub-contracting costs 333 3.8 377 4.8 441 6.4Rental expenses 1,339 15.4 1,402 17.7 976 14.1Overhead costs 705 8.1 747 9.5 688 10.0Total cost of sales 8,693 100.0 7,913 100.0 6,910 100.0

Our material costs form the biggest part of our cost of sales and these costs include cost of raw materials and components used in the manufacture of our door and shutter systems and provision of service and maintenance works, and cost of purchasing our Distributed Products.

Cost of raw materials and components comprises mainly cost of steel coils and materials, extruded aluminium and door components. We purchase steel coils and materials from two (2) suppliers in Singapore and extruded aluminium from a supplier in Indonesia. We source for the door components from local and overseas suppliers. We purchase Distributed Products from our principals, Butzbach and Won-Door.

Material costs accounted for 59.1%, 52.0% and 48.5% of our cost of sales in FY2010, FY2011 and FY2012 respectively.

Our labour costs comprise mainly salaries and other staff-related expenses (mainly CPF contributions and foreign workers' levies) of our employees involved in production and installation activities. Labour costs accounted for 13.6%, 16.0% and 21.0% of our cost of sales in FY2010, FY2011 and FY2012 respectively.

Our sub-contracting costs comprise mainly costs incurred when procuring external parties to provide us with coating services, including powder coating and fl uorocarbon coating, and electrical works. Sub-contracting costs accounted for 3.8%, 4.8% and 6.4% of our cost of sales in FY2010, FY2011 and FY2012 respectively.

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Our rental expenses comprise leases of our offi ce and manufacturing facility at 86 International Road and 88 International Road and our offi ce and warehouse premises/manufacturing facility premises in the UAE. The lease of premises at 88 International Road was terminated in November 2011 by the landlord for redevelopment. We allocate rental expenses to cost of sales and administrative expenses based on the area usage of the premises for offi ce and manufacturing purposes. Rental expenses accounted for 15.4%, 17.7% and 14.1% of our cost of sales in FY2010, FY2011 and FY2012 respectively.

Our overhead costs comprise mainly depreciation, insurance, utilities charges, rental expenses on machinery and equipment and other manufacturing expenses. Overhead costs accounted for 8.1%, 9.5% and 10.0% of our cost of sales in FY2010, FY2011 and FY2012 respectively.

Our cost of sales may be affected by, inter alia, the following key factors:

(a) fl uctuations in the cost of raw materials used in the manufacture of our door and shutter systems and provision of service and maintenance works;

(b) our ability to source for and purchase raw materials at competitive prices that meet our customers’ demands and requirements;

(c) fl uctuations in the purchase cost of Distributed Products;

(d) changes in labour costs. Our labour costs mainly comprise our workers’ salaries and bonuses, CPF contributions and foreign workers’ levies. Labour costs are generally affected by government policies regulating the supply and availability of foreign workers and overall salary infl ation in the industry; and

(e) our ability to procure the renewal of our existing leases on favourable terms or procure new leases at good locations or favourable terms.

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

Gross profi t and gross profi t margin

Our gross profi t was determined after deducting cost of sales from our revenue. Accordingly, our gross profi t margin was approximately 35.8%, 40.2% and 50.0% in FY2010, FY2011 and FY2012 respectively.

Other operating income

Our other operating income comprises mainly rental and related income from the sub-letting of our premises at 86 International Road and 88 International Road. We sub-let part of our premises at 86 International Road to a sub-contractor who provides coating services to us to reduce time lag. Also, we sub-let our premises at 88 International Road as our offi ce and manufacturing facility at 86 International Road provides suffi cient support for our business operations. The sub-letting of our premises at 88 International Road ceased upon the termination of the lease for this property with our landlord in November 2011. Other operating income amounted to approximately S$1.41 million, S$1.24 million and S$0.78 million in FY2010, FY2011 and FY2012 respectively.

Marketing and distribution expenses

Our marketing and distribution expenses comprise mainly advertising, transportation and travelling expenses (mainly air fares and hotel accommodation) and entertainment incurred by our employees involved in sales and operations activities. Marketing and distribution expenses amounted to approximately S$0.57 million, S$0.62 million and S$0.62 million and accounted for approximately 4.2%, 4.6% and 4.5% of our revenue in FY2010, FY2011 and FY2012 respectively.

64

Administrative expenses

Our administrative expenses comprise mainly employee compensation, rental expenses, professional and consultancy fees, utilities charges and other administrative expenses.

The following table sets forth a breakdown of our administrative expenses in FY2010, FY2011 and FY2012:

Administrative expenses FY2010 FY2011 FY2012S$’000 % S$’000 % S$’000 %

Employee compensation 2,466 71.5 2,558 64.4 2,462 67.3Rental expenses 252 7.3 313 7.9 264 7.2Professional and consultancy fees 101 2.9 293 7.4 177 4.8Utilities charges 205 5.9 222 5.6 196 5.4Other administrative expenses 425 12.4 583 14.7 559 15.3Total administrative expenses 3,449 100.0 3,969 100.0 3,658 100.0

Our employee compensation comprises mainly salaries and other staff-related expenses of our employees (including our Chairman and CEO, Michael Wong) involved in administrative functions. Employee compensation accounted for 71.5%, 64.4% and 67.3% of our administrative expenses in FY2010, FY2011 and FY2012 respectively.

Our rental expenses comprise mainly leases of our offi ce and manufacturing facility at 86 International Road and 88 International Road. The lease of premises at 88 International Road was terminated in November 2011 by the landlord for redevelopment. We allocate rental expenses to cost of sales and administrative expenses based on the area usage of the premises for offi ce and manufacturing purposes. Rental expenses accounted for 7.3%, 7.9% and 7.2% of our administrative expenses in FY2010, FY2011 and FY2012 respectively.

Our professional and consultancy fees relate mainly to consultancy, audit, legal and secretarial fees. Professional and consultancy fees accounted for 2.9%, 7.4% and 4.8% of our administrative expenses in FY2010, FY2011 and FY2012 respectively.

Our utilities charges accounted for 5.9%, 5.6% and 5.4% of our administrative expenses in FY2010, FY2011 and FY2012 respectively.

Other administrative expenses comprise mainly depreciation, amortisation, postages, stationeries, insurance, training and other miscellaneous expenses. Other administrative expenses accounted for 12.4%, 14.7% and 15.3% of our administrative expenses in FY2010, FY2011 and FY2012 respectively.

Administrative expenses amounted to approximately S$3.45 million, S$3.97 million and S$3.66 million and accounted for approximately 25.5%, 30.0% and 26.5% of our revenue in FY2010, FY2011 and FY2012 respectively.

Other operating expenses

Our other operating expenses comprise mainly (i) bank charges; (ii) bad debts; (iii) donations; (iv) repair and maintenance expenses; and (v) product development expenses. Other operating expenses amounted to approximately S$0.38 million, S$0.22 million and S$0.18 million and accounted for approximately 2.8%, 1.6% and 1.3% of our revenue in FY2010, FY2011 and FY2012 respectively.

Investment revenue

Our investment revenue comprises (i) interest income arising from loans extended to our Chairman and CEO, Michael Wong, at an interest rate of 6.0% per annum (the loans were fully repaid in FY2011); (ii) interest income from bank deposits; and (iii) distribution income from quoted investments. Investment revenue amounted to approximately S$0.31 million, S$0.19 million and S$0.14 million in FY2010, FY2011 and FY2012 respectively.

65

Other gains and losses

Our other gains and losses comprise gain/loss on disposal of property, plant and equipment, loss on disposal of quoted investments and net foreign exchange losses. We recorded net losses in this respect of approximately S$0.25 million, S$0.05 million and S$0.14 million in FY2010, FY2011 and FY2012 respectively.

Finance costs

Our fi nance costs comprise interest expenses on fi nance leases, bank overdrafts, bank loans, letters of credit and trust receipts which amounted to approximately S$0.12 million, S$0.09 million and S$0.05 million in FY2010, FY2011 and FY2012 respectively.

Income tax expense

We are subject to the prevailing tax regulations of the countries where our key operations are located, namely Singapore and the UAE. The statutory tax rate for Singapore for the Period under Review was 17.0%.

Our operating subsidiary incorporated in the Hamriyah Free Zone in Sharjah, the UAE, is not subject to income tax as companies in the UAE are exempted from income tax.

Our effective income tax rate was approximately 13.8%, 7.6% and 17.3% in FY2010, FY2011 and FY2012 respectively. The difference between the effective income tax rate and the statutory income tax rate was mainly due to tax deductions claimed under the Productivity and Innovation Credit Scheme (“PIC Scheme”). Under the PIC Scheme, companies can claim additional tax deductions on qualifying expenditure incurred in innovation and productivity improvements. Please refer to the Independent Auditors’ Report as set out in Appendix A of this Offer Document for further details on income tax expense.

In January 2013, we received an additional tax assessment from the Inland Revenue Authority of Singapore (“IRAS”) for FY2011 of approximately S$0.51 million. This additional tax assessment was based on our estimated chargeable income for FY2012 and was imposed by IRAS as we have not made the related tax submissions for FY2011. Accordingly, we have paid the additional tax assessment and we expect IRAS to revise the tax assessment for FY2011 upon our tax submissions to IRAS. The difference between the revised tax assessment and tax payments made for FY2011 will be refunded by IRAS thereafter.

SEASONALITY

We generally do not experience any signifi cant seasonal patterns in our operations and business.

INFLATION

During the Period under Review, infl ation did not have a material impact on the performance of our Group.

REVIEW OF RESULTS OF OPERATIONS

FY2010 vs FY2011

Revenue

Our revenue decreased by approximately S$0.31 million or 2.3% from S$13.54 million in FY2010 to S$13.24 million in FY2011.

Our revenue from the sale of door and shutter systems decreased by approximately S$0.44 million or 3.6% from S$12.21 million in FY2010 to S$11.78 million in FY2011. The decrease was mainly due to the decrease in sale of our Distributed Products of S$2.21 million in FY2011. We provided our Distributed Products for use in several fi t-out packages in connection with the MBSIR development in FY2010, while such sales declined in FY2011. This was partially offset by the increase in sale of our Manufactured Products by S$1.77 million in FY2011, arising from increased demand for such products from developers of industrial projects such as ramp up factories.

66

Our revenue from the provision of service and maintenance works increased by approximately S$0.13 million or 10.1% from S$1.33 million in FY2010 to S$1.46 million in FY2011. The increase was mainly due to increase in maintenance services performed in FY2011.

Cost of sales

Our cost of sales decreased by approximately S$0.78 million or 9.0% from S$8.69 million in FY2010 to S$7.91 million in FY2011. The decrease in cost of sales was mainly due to decrease in material costs by S$1.02 million. The decrease in cost of sales was partially offset by the increase in (i) labour costs by S$0.09 million; (ii) sub-contracting costs by S$0.04 million; (iii) rental expenses by S$0.06 million; and (iv) overhead costs by S$0.04 million.

Gross profi t and gross profi t margin

Our gross profi t increased by approximately S$0.47 million or 9.8% from S$4.85 million in FY2010 to S$5.33 million in FY2011. Our gross profi t margin increased from approximately 35.8% in FY2010 to 40.2% in FY2011.

The increase in gross profi t margin was mainly due to the increase in sale of Manufactured Products which have higher gross profi t margins as compared to the sale of Distributed Products in FY2011. Sale of Manufactured Products accounted for approximately 52.7% and 67.3% of our total revenue in FY2010 and FY2011 respectively.

Other operating income

Our other operating income decreased by approximately S$0.17 million or 12.1% from S$1.41 million in FY2010 to S$1.24 million in FY2011. The decrease in other operating income was mainly attributed to the decrease in rental income of S$0.16 million as one of our sub-tenants ceased the lease of certain of our premises at 88 International Road.

Marketing and distribution expenses

Our marketing and distribution expenses increased by approximately S$0.04 million or 7.5% from S$0.57 million in FY2010 to S$0.62 million in FY2011 mainly due to increase in advertisement expenses.

Administrative expenses

Our administrative expenses increased by approximately S$0.52 million or 15.1% from S$3.45 million in FY2010 to S$3.97 million in FY2011. The increase in administrative expenses was mainly due to the increase in (i) employee compensation by S$0.09 million; (ii) rental expenses by S$0.06 million due to the increase in monthly rental paid for the premises at 86 International Road and 88 International Road; (iii) professional and consultancy fees by S$0.19 million as a result of the increase in legal fees incurred in relation to the termination of our distributorship agreement in the UAE of S$0.07 million, consultancy fees incurred on business development of S$0.04 million and audit fees of S$0.04 million; and (iv) other administrative expenses by S$0.16 million mainly due to amortisation of intangible asset of S$0.06 million arising from the patent acquired in FY2011 and increase in general expenses by S$0.10 million.

Other operating expenses

Our other operating expenses decreased by approximately S$0.16 million or 43.1% from S$0.38 million in FY2010 to S$0.22 million in FY2011. The decrease in other operating expenses was mainly due to the decrease in (i) bad debts by S$0.03 million; (ii) product development expenses by S$0.07 million; (iii) donations by S$0.04 million; and (iv) bank charges by S$0.01 million.

Investment revenue

Our investment revenue decreased by approximately S$0.13 million or 40.3% from S$0.31 million in FY2010 to S$0.19 million in FY2011 mainly due to the decrease in (i) interest income arising from the loans extended to our Chairman and CEO, Michael Wong, by S$0.09 million due to full repayment of the outstanding balance in FY2011; and (ii) distribution income from quoted investments by S$0.04 million.

67

Other gains and losses

Our other net losses were reduced by approximately S$0.20 million or 79.8% from a loss of S$0.25 million in FY2010 to a loss of S$0.05 million in FY2011 mainly due to the decrease in net foreign exchange losses arising from the translation of bank balances denominated in US$ and €.

Finance costs

Our fi nance costs decreased by approximately S$0.03 million or 27.1% from S$0.12 million in FY2010 to S$0.09 million in FY2011 mainly due to the decrease in the level of bank overdrafts and bank borrowings during FY2011.

Income tax expense

Our income tax expense decreased by approximately S$0.11 million or 44.4% from S$0.25 million in FY2010 to S$0.14 million in FY2011 mainly due to more claims made in FY2011 under the PIC Scheme, a tax deduction scheme to encourage productivity and innovation activities in Singapore. Under the PIC Scheme, we claimed additional tax deductions on certain qualifying expenditure incurred in innovation and productivity improvements. Such additional tax deductions resulted in lower income tax expense for FY2011.

Profi t for the year

As a result of the above, our profi t for the year increased by approximately S$0.12 million or 7.8% from S$1.56 million in FY2010 to S$1.68 million in FY2011.

FY2011 vs FY2012

Revenue

Our revenue increased by approximately S$0.58 million or 4.4% from S$13.24 million in FY2011 to S$13.82 million in FY2012.

Our revenue from the sale of door and shutter systems increased by approximately S$0.62 million or 5.2% from S$11.78 million in FY2011 to S$12.39 million in FY2012. The increase was mainly due to the increase in sale of our Manufactured Products of S$3.19 million in FY2012, arising from a continued increase in demand for such products from developers of industrial projects such as ramp up factories and aircraft hangars. This was partially offset by the decrease in sale of our Distributed Products of S$2.57 million in FY2012 as the MBSIR project and security and defence-related projects were completed in the previous year.

Our revenue from the provision of service and maintenance works decreased marginally by approximately S$0.03 million or 2.4% from S$1.46 million in FY2011 to S$1.43 million in FY2012.

Cost of sales

Our cost of sales decreased by approximately S$1.00 million or 12.7% from S$7.91 million in FY2011 to S$6.91 million in FY2012. The decrease in cost of sales was mainly due to the decrease in (i) material costs by S$0.77 million; (ii) rental expenses by S$0.43 million; and (iii) overhead costs by S$0.06 million. This was partially offset by the increase in (i) labour costs by S$0.18 million; and (ii) sub-contracting costs by S$0.06 million.

Gross profi t and gross profi t margin

Our gross profi t increased by approximately S$1.58 million or 29.7% from S$5.33 million in FY2011 to S$6.91 million in FY2012. Our gross profi t margin increased from approximately 40.2% in FY2011 to 50.0% in FY2012.

The increase in gross profi t margin was mainly due to the increase in the sale of Manufactured Products which have higher gross profi t margins as compared to the sale of Distributed Products in FY2012. Sale of Manufactured Products accounted for approximately 67.3% and 87.6% of our total revenue in FY2011 and FY2012 respectively.

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Other operating income

Our other operating income decreased by approximately S$0.47 million or 37.6% from S$1.24 million in FY2011 to S$0.78 million in FY2012. The decrease in other operating income was mainly due to the decrease in rental income of S$0.50 million arising from the cessation of the sub-letting of our premises at 88 International Road upon the termination of the lease for this property with our landlord.

Marketing and distribution expenses

Our marketing and distribution expenses increased marginally by approximately S$6,000 or 1.0% from S$0.62 million in FY2011 to S$0.62 million in FY2012.

Administrative expenses

Our administrative expenses decreased by approximately S$0.31 million or 7.8% from S$3.97 million in FY2011 to S$3.66 million in FY2012. The decrease in administrative expenses was mainly due to the decrease in (i) employee compensation by S$0.10 million due to the decrease in directors’ fees paid in FY2012; (ii) rental expenses by S$0.05 million due to the termination of the lease at 88 International Road; (iii) professional and consultancy fees by S$0.12 million due to the decrease in consultancy fees incurred on business development of S$0.09 million; (iv) utilities charges by S$0.03 million; and (v) other administrative expenses by S$0.02 million.

Other operating expenses

Our other operating expenses decreased by approximately S$0.04 million or 18.2% from S$0.22 million in FY2011 to S$0.18 million in FY2012. The decrease in other operating expenses was mainly due to the decrease in product development expenses by S$0.03 million.

Investment revenue

Our investment revenue decreased by approximately S$0.04 million or 22.5% from S$0.19 million in FY2011 to S$0.14 million in FY2012. The decrease was mainly due to absence of interest income from the loans extended to our Chairman and CEO, Michael Wong, in FY2012, as the outstanding balance was fully repaid in FY2011. Distribution income from quoted investments increased by S$0.03 million.

Other gains and losses

Our other net losses increased by approximately S$0.09 million or 169.3% from a loss of S$0.05 million in FY2011 to a loss of S$0.14 million in FY2012 mainly due to (i) loss on disposal of quoted investments of S$0.06 million in FY2012 while there was no such loss in FY2011; and (ii) increase in net foreign exchange losses of S$0.03 million arising from the translation of bank balances denominated in US$ and €.

Finance costs

Our fi nance costs decreased by approximately S$0.04 million or 44.1% from S$0.09 million in FY2011 to S$0.05 million in FY2012 mainly due to the decrease in the level of bank overdrafts and bank borrowings during FY2012.

Income tax expense

Our income tax expense increased by approximately S$0.41 million or 297.8% from S$0.14 million in FY2011 to S$0.55 million in FY2012 mainly due to (i) higher profi t before income tax achieved; and (ii) decrease in claims under the PIC Scheme as a result of the decrease in qualifying expenditure incurred in FY2012.

Profi t for the year

As a result of the above, our profi t for the year increased by approximately S$0.96 million or 57.0% from S$1.68 million in FY2011 to S$2.64 million in FY2012.

69

REVIEW OF FINANCIAL POSITION

Current assets

As at 30 September 2012, our current assets amounted to approximately S$7.91 million, representing 68.8% of our total assets and comprised of the following:

(i) cash and cash equivalents of approximately S$2.35 million, representing 29.7% of our current assets;

(ii) trade and other receivables of approximately S$3.59 million, representing 45.4% of our current assets, which comprised mainly of trade receivables of S$3.42 million, deposits of S$0.05 million, prepayments relating mainly to insurance and maintenance services of S$0.09 million and other receivables arising from payments made by our Group on behalf of our Chairman and CEO, Michael Wong, of S$0.03 million. As at the Latest Practicable Date, the receivables due from our Chairman and CEO, Michael Wong, have been settled; and

(iii) inventories of approximately S$1.97 million, representing 24.9% of our current assets, which comprised raw materials, including steel coils and materials, extruded aluminium and door components, of S$1.86 million and fi nished goods, comprising completed door and shutter systems, of S$0.11 million.

Non-current assets

As at 30 September 2012, our non-current assets amounted to approximately S$3.58 million, representing 31.2% of our total assets and comprised of the following:

(i) property, plant and equipment of approximately S$1.03 million, representing 28.8% of our non-current assets, which comprised mainly of machinery and equipment, motor vehicles, offi ce equipment, computers and furniture and fi ttings;

(ii) intangible asset of approximately S$1.55 million, representing 43.3% of our non-current assets which comprised of the patent on the insulated fi re shutters; and

(iii) pledged bank deposits of S$1.00 million, representing 27.9% of our non-current assets. These bank deposits were placed with a fi nancial institution and used as collateral for our Group’s banking facilities.

Current liabilities

As at 30 September 2012, our current liabilities amounted to approximately S$2.76 million, representing 93.6% of our total liabilities and comprised of the following:

(i) bank overdrafts and borrowings of approximately S$0.41 million, representing 15.1% of our current liabilities;

(ii) trade and other payables of approximately S$1.67 million, representing 60.6% of our current liabilities, which comprised mainly of trade payables of S$0.58 million, accruals of S$0.60 million relating mainly to accrued audit fees and accrued staff costs, deposits received from customers of S$0.29 million and amount payable to our controlling shareholder of S$0.20 million relating to an advance given to our Company for the acquisition of shares in Gliderol Doors pursuant to the Restructuring Exercise;

(iii) fi nance leases of approximately S$0.03 million, representing 0.9% of our current liabilities; and

(iv) income tax payable of approximately S$0.65 million, representing 23.4% of our current liabilities.

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Non-current liabilities

As at 30 September 2012, our non-current liabilities amounted to approximately S$0.19 million, representing 6.4% of our total liabilities and comprised of the following:

(i) other payables relating to employee benefi ts of approximately S$0.02 million, representing 12.7% of our non-current liabilities;

(ii) fi nance leases of approximately S$0.02 million, representing 12.2% of our non-current liabilities; and

(iii) deferred tax liability of approximately S$0.14 million, representing 75.1% of our non-current liabilities.

Capital and reserves

As at 30 September 2012, our capital and reserves of approximately S$8.54 million comprised of share capital, capital reserves, translation reserve, merger reserve and retained earnings.

LIQUIDITY AND CAPITAL RESOURCES

We have fi nanced our working capital, capital expenditure and other capital requirements through a combination of funds generated from our operating activities, shareholders’ equity and bank borrowings.

With regard to our liquidity and capital resources, we would like to highlight the following:

(i) in FY2012, our Group generated net cash from operating activities amounting to approximately S$3.87 million;

(ii) as at 30 September 2012, we have net current assets amounting to approximately S$5.15 million with cash and cash equivalents of S$2.35 million; and

(iii) as at 30 September 2012, we had total working capital fi nancing facilities (such as bank overdrafts and trade fi nance facilities) amounting to approximately S$5.85 million, of which S$1.64 million had been utilised.

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

Our Directors are of the reasonable opinion that, after taking into account the cash fl ows generated from our operations, our available banking facilities and our existing cash and cash equivalents, the working capital available to our Group as at the date of lodgement of this Offer Document is suffi cient for our present requirements and for at least twelve (12) months after the listing of our Company on Catalist.

The Sponsor is of the reasonable opinion that, having regard to the above, after having made due and careful enquiry and after taking into account the cash fl ows generated from the Group’s operations, the Group’s available banking facilities and the Group’s existing cash and cash equivalents, the working capital available to the Group as at the date of lodgement of this Offer Document is suffi cient for its present requirements and for at least twelve (12) months after the listing of our Company on Catalist.

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We set out below a summary of our Group’s combined statements of cash fl ows for FY2010, FY2011 and FY2012. The following summary of combined statements of cash fl ows should be read in connection with the full text of this Offer Document, including the Independent Auditors’ Report as set out in Appendix A to this Offer Document.

FY2010 FY2011 FY2012S$’000 S$’000 S$’000

Net cash from operating activities 1,276 771 3,875Net cash from/(used in) investing activities 1,420 (1,005) 150Net cash used in fi nancing activities (1,480) (754) (2,099)Net increase/(decrease) in cash and cash equivalents 1,216 (988) 1,926Cash and cash equivalents at beginning of the fi nancial year 196 1,412 424Cash and cash equivalents at end of the fi nancial year(1) 1,412 424 2,350

Note:

(1) Cash and cash equivalents in the combined statements of cash fl ows included bank overdrafts of approximately S$0.35

million and S$0.26 million as at 30 September 2010 and 2011 respectively.

FY2010

Net cash from operating activities

In FY2010, we generated net cash of approximately S$1.85 million from operating activities before changes in working capital.

Our net working capital outfl ow amounted to approximately S$0.55 million. The net working capital outfl ow was mainly due to:

(i) an increase in inventories of approximately S$0.50 million mainly due to the increase in fi nished goods held to fulfi l customers’ orders as at 30 September 2010; and

(ii) an increase in trade and other receivables of approximately S$0.76 million which mainly consisted of (a) an advance given to GDM of S$0.90 million, (b) decrease in trade receivables of S$0.06 million, (c) decrease in other receivables from third parties of S$0.20 million, and (d) an amount receivable from our Chairman and CEO, Michael Wong, of S$0.13 million which relates to payments made by Gliderol Doors on behalf of Michael Wong.

This was partially offset by an increase in trade and other payables of approximately S$0.71 million which consisted of (a) an increase in deposits received from customers of S$0.90 million mainly due to deposits received for sale of our Distributed Products in September 2010, and (b) a decrease in trade payables of S$0.16 million.

In FY2010, we paid income tax of approximately S$0.03 million.

Overall, our net cash from operating activities in FY2010 amounted to approximately S$1.28 million.

Net cash from investing activities

Net cash from investing activities amounted to approximately S$1.42 million.

This was mainly due to:

(i) distribution income received from quoted investments of approximately S$0.14 million;

(ii) interest received from loans extended to our Chairman and CEO, Michael Wong, and bank deposits of approximately S$0.17 million; and

(iii) the repayment of loans extended to our Chairman and CEO, Michael Wong, of S$1.34 million in FY2010.

This was partially offset by purchase of property, plant and equipment of approximately S$0.24 million.

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Net cash used in fi nancing activities

Net cash used in fi nancing activities amounted to approximately S$1.48 million.

This was mainly due to:

(i) payment of dividends amounting to S$1.50 million to the then shareholders of Gliderol Doors;

(ii) repayment of bank borrowings of approximately S$0.32 million;

(iii) repayment of obligations under fi nance leases of approximately S$0.04 million; and

(iv) payment of interest on bank borrowings of approximately S$0.12 million.

This was partially offset by a new bank loan of S$0.50 million for working capital purposes.

FY2011

Net cash from operating activities

In FY2011, we generated net cash of approximately S$2.07 million from operating activities before changes in working capital.

Our net working capital outfl ow amounted to approximately S$1.03 million. The net working capital outfl ow was mainly due to:

(i) an increase in inventories of approximately S$0.62 million as we increased our raw materials to meet production requirements for certain customers’ projects;

(ii) an increase in trade and other receivables of approximately S$0.07 million which consisted of (a) an increase in trade receivables of S$0.61 million, (b) an increase in other receivables from third parties of S$0.49 million, (c) repayment of advance from GDM of S$0.90 million, and (d) repayment of amount receivable from our Chairman and CEO, Michael Wong, of S$0.13 million; and

(iii) a decrease in trade and other payables of approximately S$0.34 million which consisted of (a) a decrease in deposits received from customers of S$0.93 million mainly due to the absence of the deposits received for the sale of our Distributed Products in FY2011, and (b) an increase in trade payables of S$0.50 million due to increase in purchase of raw materials towards the end of FY2011.

In FY2011, we paid income tax of approximately S$0.27 million.

Overall, our net cash from operating activities in FY2011 amounted to approximately S$0.77 million.

Net cash used in investing activities

Net cash used in investing activities amounted to approximately S$1.01 million.

This was mainly due to:

(i) purchase of property, plant and equipment of approximately S$0.49 million;

(ii) purchase of intangible asset and associated costs relating to patent on the insulated fi re shutters of approximately S$1.70 million from our Chairman and CEO, Michael Wong (please refer to the section entitled “Interested Person Transactions” of this Offer Document for further details); and

(iii) purchase of quoted investments of approximately S$0.19 million,

73

and was partially offset by:

(i) distribution income received from quoted investments of approximately S$0.10 million;

(ii) interest received from loans extended to our Chairman and CEO, Michael Wong, and bank deposits of approximately S$0.09 million; and

(iii) full repayment of loans extended to our Chairman and CEO, Michael Wong, of S$1.18 million in FY2011.

Net cash used in fi nancing activities

Net cash used in fi nancing activities amounted to approximately S$0.75 million.

This was mainly due to:

(i) repayment of bank borrowings of approximately S$0.63 million;

(ii) repayment of obligations under fi nance leases of approximately S$0.04 million; and

(iii) payment of interest on bank borrowings of approximately S$0.09 million.

FY2012

Net cash from operating activities

In FY2012, we generated net cash of approximately S$3.52 million from operating activities before changes in working capital.

Our net working capital infl ow amounted to approximately S$0.31 million. The net working capital infl ow was mainly due to:

(i) a decrease in trade and other receivables of approximately S$0.31 million which consisted of (a) a decrease in other receivables from third parties of S$0.50 million, and (b) an increase in trade receivables of S$0.22 million; and

(ii) a decrease in inventories of approximately S$0.45 million mainly due to our continued efforts to decrease our inventory holding.

This was partially offset by a decrease in trade and other payables of approximately S$0.45 million which consisted of (a) a decrease in trade payables of S$0.32 million as we made payments in respect of a larger proportion of our trade payables, (b) a decrease in deposits received from customers of S$0.24 million, and (c) an amount payable to our controlling shareholder of S$0.20 million relating to an advance given to our Company in FY2012 for the acquisition of shares in Gliderol Doors pursuant to the Restructuring Exercise (please refer to the section entitled “Restructuring Exercise” of this Offer Document for further details), while there was no such balance in FY2011.

In FY2012, we received a refund of income tax of approximately S$0.05 million.

Overall, our net cash from operating activities in FY2012 amounted to approximately S$3.87 million.

Net cash from investing activities

Net cash from investing activities amounted to approximately S$0.15 million.

This was mainly due to:

(i) decrease in pledged bank deposits of approximately S$0.42 million;

74

(ii) proceeds from disposal of quoted investments of approximately S$1.77 million to D’Oasis (please refer to the section entitled “Interested Person Transactions” of this Offer Document for further details); and

(iii) distribution income received from quoted investments of approximately S$0.13 million,

and was partially offset by:

(i) acquisition of subsidiaries of S$2.00 million pursuant to the Restructuring Exercise (please refer to the section entitled “Restructuring Exercise” of this Offer Document for further details); and

(ii) purchase of property, plant and equipment of approximately S$0.18 million.

Net cash used in fi nancing activities

Net cash used in fi nancing activities amounted to approximately S$2.10 million.

This was mainly due to:

(i) payment of dividends amounting to S$3.50 million to the then shareholders of Gliderol Doors;

(ii) repayment of bank borrowings of approximately S$0.39 million;

(iii) repayment of obligations under fi nance leases of approximately S$0.04 million; and

(iv) payment of interest on bank borrowings of approximately S$0.05 million.

This was partially offset by proceeds of S$1.88 million from issuance of new Shares of the Company to our controlling shareholder.

CAPITAL EXPENDITURES AND DIVESTMENTS

The material capital expenditure and divestments of our Group for the Period under Review and from 1 October 2012 to the Latest Practicable Date were as follows:

FY2010 FY2011 FY2012

From 1 October 2012 to Latest

Practicable DateS$’000 S$’000 S$’000 S$’000

Capital ExpendituresFurniture and Fittings(1) 4 2 47 15Computers(1) 8 24 25 9Motor Vehicles(1) 127 93 33 –Machinery and Equipment(1) 205 362 73 40Offi ce Equipment(1) 7 5 n.m.(6) 51Intangible Asset(2) – 1,698 – –Quoted Investments(3) – 189 – –Total Capital Expenditures 351 2,373 178 115

DivestmentsMachinery and Equipment(4) – 2 – –Quoted Investments(5) – – 1,829 –Total Divestments – 2 1,829 –

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Notes:

(1) This relates to the cost of property, plant and equipment acquired during the Period under Review and from 1 October 2012 to the Latest Practicable Date. The purchases include motor vehicles, scissor lifts, fork lifts, roll forming machines, sheet metal fabrication machines and air-conditioners for our operations in Singapore and the UAE.

(2) This relates to the acquisition cost of the patent on the insulated fi re shutters acquired in FY2011.

(3) This relates to the cost of the quoted investments acquired in FY2011.

(4) This relates to the net book value of property, plant and equipment disposed/written off during the Period under Review and from 1 October 2012 to the Latest Practicable Date.

(5) This relates to the carrying amount of the quoted investments disposed in FY2012.

(6) “n.m.” means not meaningful.

The above capital expenditures were fi nanced by bank borrowings, fi nance leases and internally generated funds.

Capital commitments

As at the Latest Practicable Date, our Group has capital commitments of S$0.08 million for the purchase of property, plant and equipment for our operations in Singapore. The capital commitments will be fi nanced by internally generated funds.

OPERATING LEASE COMMITMENTS

Our operating lease commitments are in respect of our Group’s rental of offi ce and manufacturing premises, motor vehicles and offi ce equipment. Our operating lease commitments as at 30 September 2012 and the Latest Practicable Date are as follows:

As at 30 September 2012

As at Latest Practicable Date

S$’000 S$’000

Within one (1) year 1,032 1,047Within two (2) to fi ve (5) years 4,170 4,200After fi ve (5) years 903 402

6,105 5,649

Please refer to the section entitled “General Information on our Group - Properties and Fixed Assets” of this Offer Document for further details on our operating lease commitments in respect of our operating leases for premises.

Our Group expects to meet our operating lease commitments through our existing working capital.

FOREIGN EXCHANGE MANAGEMENT

Accounting treatment of foreign currencies

The accounting records for the companies in our Group are maintained in their respective functional currencies.

Transactions in foreign currencies during the period are recorded in their respective functional currencies using exchange rates prevailing at the transaction dates. Foreign currency monetary assets and liabilities at the end of the reporting period are translated into their respective functional currencies at exchange rates prevailing at that date. All resultant exchange differences are dealt with through profi t or loss.

In the preparation of the combined fi nancial statements of our Group, the assets and liabilities of the Group’s foreign operations are expressed in Singapore dollars 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 fl uctuated signifi cantly 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.

76

Foreign exchange exposure

Our reporting currency is in Singapore dollars. While we have a subsidiary in the UAE during the Period under Review, our operations are primarily carried out in Singapore. Our sales are largely denominated and transacted in S$, AED and US$ while our purchases are largely denominated and transacted in S$, US$, EUR, AED and AUD. For FY2010, FY2011 and FY2012, the percentage of revenue and purchases denominated in the various currencies are set out below:

FY2010 FY2011 FY2012

% of revenue denominated inS$ 93.8 89.1 93.5AED 4.9 10.9 6.5US$ 1.3 – –

100.0 100.0 100.0

% of purchases denominated inS$ 27.4 43.7 55.9US$ 51.8 42.5 32.9EUR 15.3 7.2 3.9AED 3.3 3.5 2.6AUD 2.2 3.1 4.7

100.0 100.0 100.0

To the extent that our purchases are not naturally matched in the same currency as our sales and to the extent that there are timing differences between invoicing and the payment to our suppliers, we are exposed to foreign exchange fl uctuations which may adversely affect our fi nancial results.

Currently, we do not have a formal hedging policy with respect to our foreign exchange exposure. We have previously entered into forward foreign exchange contracts to manage our foreign exchange risk. As at the Latest Practicable Date, all the forward foreign exchange contracts have been settled. We will continue to monitor our foreign exchange exposure and may employ hedging instruments to manage our foreign exchange exposure should the need arise.

Prior to entering into any hedging transactions, we will seek the approval of our Board on the policy for entering into any foreign exchange hedging transactions and put in place adequate procedures which will be reviewed and approved by our Audit Committee. Our Audit Committee will monitor the implementation of the policy, including reviewing the instruments, processes and practices in accordance with the policy approved by our Board.

Our net foreign exchange losses in FY2010, FY2011 and FY2012 are as follows:

FY2010 FY2011 FY2012

Net foreign exchange losses (S$’000) 262 51 76As a percentage of revenue (%) 1.9 0.4 0.5As a percentage of profi t before tax (%) 14.5 2.8 2.4

CHANGES IN ACCOUNTING POLICIES

There have been no changes in our accounting policies for the last three (3) fi nancial years from FY2010 to FY2012. Please refer to Appendix A – “Independent Auditors’ Report – Summary of Signifi cant Accounting Policies” of this Offer Document for details on our Group’s accounting policies.

77

CAPITALISATION AND INDEBTEDNESS

The following information should be read in connection with the Independent Auditors’ Report and the Proforma Report as set out in Appendices A and B to this Offer Document respectively and the section entitled “Management’s Discussion and Analysis of Financial Position and Results of Operations” of this Offer Document.

The following table shows the cash and cash equivalents as well as capitalisation and indebtedness of our Group as at 31 January 2013:

(i) based on our audited combined fi nancial statements as at 30 September 2012;

(ii) based on our unaudited combined fi nancial statements as at 31 January 2013; and

(iii) based on our unaudited combined fi nancial statements as at 31 January 2013, and as adjusted for the net proceeds from the issue of the New Shares (“As Adjusted”).

As at 30 September 2012

AuditedAs at 31 January 2013

Unaudited As AdjustedS$’000 S$’000 S$’000

Cash and cash equivalents 2,350 2,515 3,947

Pledged bank deposits 1,000 1,000 1,000

IndebtednessCurrent- secured and guaranteed 244 91 91- unsecured and guaranteed 168 112 112- secured and non-guaranteed 26 24 24Non-current- secured and non-guaranteed 23 15 15Total indebtedness 461 242 242

Total shareholders’ equity 8,542 9,316 10,748

Total capitalisation and indebtedness 9,003 9,558 10,990

Cash and cash equivalents and pledged bank deposits

As at 31 January 2013, we had cash and cash equivalents of approximately S$2.52 million, and S$1.00 million of bank deposits pledged as security for banking facilities granted to our Group by a fi nancial institution.

Indebtedness

As at 31 January 2013, we had total indebtedness of approximately S$0.24 million comprising term loans of approximately S$0.20 million and fi nance leases of approximately S$0.04 million.

Term loans

As at 31 January 2013, we had outstanding term loans of approximately S$0.20 million which comprise of the following:

(i) term loan of approximately S$0.09 million, which is secured by a pledge of our bank deposits, quoted investments of our controlling shareholder and by the personal guarantee of Michael Wong; and

(ii) term loan of approximately S$0.11 million, which is guaranteed by the personal guarantee of Michael Wong.

78

Finance leases

Our fi nance leases relate to motor vehicles and machinery and equipment purchased under hire purchase fi nancing.

For further details of the personal guarantees provided by Michael Wong, please refer to the section entitled “Interested Person Transactions” of this Offer Document.

Save as disclosed in the section entitled “Share Capital” of this Offer Document, since 30 September 2012 and up to the Latest Practicable Date, there were no material changes in our total capitalisation and indebtedness except for changes in our retained earnings arising from day-to-day operations in the ordinary course of business.

We are presently in discussion with the fi nancial institutions which provided us the above facilities and subsequent to the Invitation, we intend to obtain a release and discharge of the above personal guarantees provided by our Chairman and CEO, Michael Wong, to the fi nancial institutions. Our Directors are of the view that with our listing status and strengthened fi nancial position due to the estimated proceeds arising from the issue of the New Shares, we should be able to secure the release of such guarantees.

Should the fi nancial institutions disagree to the release or we fail to secure alternative facilities on terms similar to those applicable to our current facilities, our Chairman and CEO, Michael Wong, will continue to guarantee the facilities.

Cash and credit facilities

As at the Latest Practicable Date, our total credit facilities for working capital purposes (utilised and unutilised) were as follows:

Facilities granted

Amount utilised

Amountunutilised

Interest rates

Maturity profi le

S$’000 S$’000 S$’000

Overdraft(1) 1,300 – 1,300 5.5% RevolvingTrade Financing(2) 4,500 1,835 2,665 5.5% – 5.8% Up to 150 daysCredit Card(3) 50 n.m(5) 50 Not applicable(4) Revolving

5,850 1,835 4,015

Notes:

(1) The overdraft facilities were granted to our Group by UOB.

(2) The trade fi nancing facilities granted to our Group comprised S$4,200,000 from UOB and S$300,000 from DBS Bank.

(3) The credit card facilities were granted to our Group by UOB.

(4) Outstanding amounts not paid within the monthly payment cycle on the corporate credit card are charged an interest of up to 24.0% of the outstanding amounts.

(5) “n.m.” means not meaningful.

As at the Latest Practicable Date, we had cash and cash equivalents of S$1.72 million.

As at the Latest Practicable Date, to the best of our Directors’ knowledge, we are not in breach of any of the terms and conditions or covenants associated with any credit arrangement or bank loan which could materially affect our fi nancial position or fi nancial results or business operations or the investments of our Shareholders.

Certain of our credit facilities as described in this section contain provisions which make reference to the shareholding interests of our controlling shareholders. As at the date of this Offer Document, our Group has, in anticipation of the Invitation, obtained letters of waivers in relation to such provisions from the fi nancial institutions which have provided such facilities.

79

Contingent liabilities

As at the Latest Practicable Date, we do not have any contingent liabilities.

Save as disclosed in this Offer Document, our Group has no other borrowings or indebtedness (direct and indirect) or liabilities (including contingent liabilities) as at the Latest Practicable Date.

80

GENERAL INFORMATION ON OUR GROUP

HISTORY AND DEVELOPMENT

Our Company was incorporated in Singapore on 19 July 2012 under the name “GDS Global Pte. Ltd.” as a private limited company under the Companies Act. On 25 March 2013, our Company was converted into a public company limited by shares and our name was changed to “GDS Global Limited”.

In conjunction with the listing of our shares on Catalist, the Restructuring Exercise was undertaken by our Company. Pursuant to the Restructuring Exercise, our Company became the ultimate holding company of our subsidiaries, Gliderol Doors and Gliderol International ME.

Our history can be traced back to 1 September 1982 when Divine Builders Pte. Ltd. (“Divine Builders”) was established by our Chairman and CEO, Michael Wong, together with three (3) other partners as a private limited company to carry on the building construction business as a main contractor. Divine Builders fi rst commenced business with fi ve (5) employees. At the same time, Divine Builders was also a sub-contract door installer for John Lysaght (S.E.Asia) Pte Ltd (“John Lysaght (S.E.Asia)”), a major metal roofi ng manufacturer that also had a roller door division in Singapore. John Lysaght (S.E.Asia) was the Singapore subsidiary of a major Australia based conglomerate.

In the midst of the 1985 economic recession in Singapore when the construction industry was particularly impacted, John Lysaght (S.E.Asia) discontinued its roller door division. This provided an opportunity for us to enter the door business through continuing to service John Lysaght (S.E.Asia)’s customer base.

In January 1986, Divine Builders diversifi ed into door manufacturing when we secured a manufacturing and distribution licence from Gliderol Australia, an Australian door company with its headquarters in Adelaide, Australia, thus becoming a member of Gliderol Australia’s worldwide network of licensees. The exclusive licence was for the manufacture and sale of Gliderol Australia’s door products in Singapore, Malaysia and Brunei. That same year, in furtherance of the manufacturing and distribution licence, we set up our fi rst manufacturing facility with an area of approximately 929 sq m at 79 Tuas Avenue 1 which we leased from JTC. With this development, we streamlined our business to focus solely on the door industry.

On 9 November 1987, Divine Builders changed its name to Gliderol Doors (S) Pte. Ltd. as a refl ection of its close collaboration with Gliderol Australia and to refl ect its status as its exclusive licensee in Singapore, Malaysia and Brunei.

The late 1980s and 1990s saw an expansion of our business. In 1991, we relocated to 13 Liu Fang Road, a factory occupying approximately 3,716 sq m.

From 1991, in response to market demand, we started to develop and manufacture our own range of door and shutter products for use in commercial, industrial and public buildings for the Singapore market.

In 1992, we secured an exclusive distributorship from Butzbach, a leading manufacturer of industrial doors, hangar doors and façade systems headquartered in Germany, for its stacking and hangar door systems for the Singapore, Malaysia and Brunei markets.

In 1996, the growth of our business called for a larger factory and we relocated again to our current premises at 86 International Road and 88 International Road which comprised two (2) blocks with a total gross fl oor area of approximately 12,755 sq m, of which we occupied approximately 7,797 sq m and rented out the remainder. The design catered for an in-house paint line for powder and fl uorocarbon coating of long-length items which we need for our extra-wide doors. This was then the state-of-art paint line complete with fully automated pre-treatment and spray equipment.

In 1997, we developed our fi rst fi re-rated shutter design and successfully passed the prescribed fi re test carried out by UL. We continued to develop more models of fi re shutters and successfully tested and listed the models as approved regulated products in Singapore.

From 2000 onwards, we made signifi cant progress in developing our technical expertise and our proprietary know-how which enabled us to design innovative door products.

81

In 2004, following several changes in the shareholding structure of Gliderol Doors, Michael Wong became its sole shareholder.

In July 2006, we entered into a sale and leaseback arrangement with RBC Dexia, acting in the capacity as the trustee of CIT, for our premises at 86 International Road and 88 International Road. In 2010, the lease arrangement with CIT was revised and we only continued with the lease of 86 International Road where our offi ce and manufacturing facility is situated with effect from November 2011.

In 2008, we were appointed as the exclusive distributor of Won-Door in Singapore for their door products. As its distributor, we successfully worked with Won-Door to obtain the requisite approvals and compliance with the Singapore Fire Code in order to bring the Won-Door FireGuard fi re-rated accordion door into Singapore for use in several fi t-out packages in connection with the MBSIR development. In 2009, we commenced the manufacture and sale of our fi rst steel insulated fi re shutters with an insulation value of 60 minutes that was developed by Michael Wong. The Singapore Fire Code requires the use of these shutters in compartment walls and they need to pass extremely stringent performance criteria prescribed in SS489:2001. The insulated fi re shutter design was granted a patent in Singapore and was also successfully examined by the Patent Co-operation Treaty, with several pending grants of patents overseas. In 2011, we acquired the rights and ownership to the patent from Michael Wong.

In February 2010, we had our fi re shutters successfully tested and accepted by FM, a division of FM Global. Projects that are seeking to be insured by FM Global typically require the developers to use FM-approved products in the insured projects. We believe that we are presently the only fi re shutter manufacturer in the Asia Pacifi c region that has this approval.

In 2011, in response to the need for higher fi re insulation values for fi re shutters, we successfully developed the Model IFC insulated fi re curtain which achieved almost 240 minutes of fi re insulation.

That same year, we also developed a cost-effi cient design for small aircraft hangar doors for helicopters and light aircraft. Using our large heavy-duty roller shutters incorporating fully-automated mullions, this design makes hangar doors more affordable for small aircraft hangars. This new product enabled us to secure contracts to supply and install the hangar doors for Eurocopter, MAJ Aviation Pte Ltd and Bell helicopters/Cessna facilities, all located at Singapore’s new Seletar Aerospace Park.

We have been selling in the Middle East region for some time through several distributors since 2005 and in 2012, pursuant to the Restructuring Exercise (further details of which are set out under the section entitled “Restructuring Exercise” of this Offer Document), we established a formal presence in the UAE through the acquisition and setting up of Gliderol International ME. It is our Group’s intention for Gliderol International ME, which has a manufacturing facility of 1,218 sq m situated at the Hamriyah Free Zone, to provide technical and ground support for our Group’s products and services in the Middle East and to spearhead our expansion into the Middle East market.

In early October 2012, Rhodus invested in our Company by way of a subscription of 120,000 new Shares for a consideration of S$600,000.

As part of our plans to expand our operations, we have in November 2012 set up a Taiwan subsidiary, Gliderol Doors Taiwan with our fellow-licensee of Gliderol Australia for Taiwan, and one of our major suppliers, GTL. In November 2012, Gliderol Doors Taiwan secured its fi rst contract to supply four (4) sets of our GIANT series hangar doors in Taiwan.

In February 2013, we acquired all rights to two (2) inventions entitled “Louvred Shutter” and “Improvements to Roller Shutters” from Michael Wong. Please refer to the section entitled “Interested Person Transactions - Past Interested Person Transactions” of this Offer Document for further details.

In March 2013, further to discussions with Gliderol Australia, we entered into a fresh licence agreement with Gliderol Australia to govern our licencing arrangements with them, and also granted them an exclusive licence to use our intellectual property rights in the manufacture, distribution and/or sale of their industrial and commercial door products within the territories of Australia and New Zealand. Please refer to the section entitled “General Information on our Group - Intellectual Property” of this Offer Document for further details.

82

BUSINESS OVERVIEW

We are a leading specialist provider of commercial and industrial door and shutter solutions in Singapore and the South East Asia region. In the Euromonitor Report, we were ranked by Euromonitor as the leading commercial and industrial door manufacturer in Singapore for the period of 2010 to 2012.

Backed by our strong technical expertise and our proprietary know-how and technology-based solutions, our key business focus is to provide specialist commercial and industrial door and shutter solutions comprising the manufacture and supply of a wide range of door and shutter systems that can be tailored to our customers’ specifi c needs and requirements.

We carry and supply an extensive range of door and shutter products comprising industrial door systems, fi re-rated shutter systems, commercial door systems, hangar door systems and special applications door systems. These products comprise both Manufactured Products as well as Distributed Products.

Our products are mainly used in commercial and industrial buildings. The end users of our products operate across a broad spectrum of industries including manufacturing, retail, food processing, hospitality, health, education, aerospace, security and defence, and our business is signifi cantly driven by growth and construction of new facilities in these industries. Our customers require door and shutter solutions for a wide range of uses, ranging from commercial retail store entrances, factory and warehouse doors and security shutters, fi re-rated shutter systems for use in shopping malls and other open commercial spaces, shutters on board marine vessels to aircraft hangar door systems. Due to our comprehensive range of products, our proprietary know-how and technology and our experience, we pride ourselves in being able to respond to the needs of our customers quickly and effi ciently. This ability allows us to be a one-stop solutions provider for our customers’ door and shutter needs.

Over the years, some of our iconic projects include, inter alia, the following:

MBSIR

Resorts World Sentosa

Rolls-Royce Singapore’s manufacturing, training and research facility in Seletar

Marina Bay Financial Centre

Hamilton Scotts condominium

Eurocopter hangar at Seletar Aerospace Park

Bell helicopter hangar at Seletar Aerospace Park

GlaxoSmithKline’s plant in Tuas

3M Singapore’s building and factory in Tuas

Seagate Technology International’s factory in Woodlands

Abbott Manufacturing Singapore Private Limited’s plant in Tuas

Lonza Biologics Tuas Pte. Ltd.’s plant in Tuas

Renewable Energy Corporation’s facility in Tuas

JCube

In addition, we also provide service and maintenance works for the products supplied or installed by us or third parties.

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As part of our value-added service to our customers, we also provide specialist engineering and consultancy services to our customers who require advice and/or customisation of door and shutter solutions to meet their requirements. Such value-added services include advising on the appropriate door and shutter systems based on the customer’s requirements, the customisation of door and shutter systems, and the design, fabrication and testing of specialised one-off door and shutter systems. In addition, we are able to provide project management services in relation to the installation of door and shutter systems in connection with a project development, which comprises risk assessment, site safety compliance and work schedule control.

We are primarily based in Singapore, where our main manufacturing facility is located. We also have an operating subsidiary in the UAE, and have recently set up a majority held subsidiary in Taiwan.

Currently, our products are mainly sold in Singapore. However, we also supply to customers in various regions including the Middle East and Asia Pacifi c.

Save for the Middle East, we typically sell directly to overseas purchasers of our products. In the Middle East, our products are typically sold through local distributors including Trinity Doors LLC and GDL, a Dubai based limited liability company owned by a former employee of Gliderol International ME.

In compliance with applicable UAE law, we have registered a local commercial agent in respect of our fi re-rated products and are in the process of obtaining the requisite civil defence certifi cates before selling such products in the UAE. We will also register a local commercial agent in respect of our other products prior to distributing such products in the UAE. Please refer to the section entitled “Government Regulations – The UAE” of this Offer Document for further details.

OUR PRODUCTS AND RELATED SERVICES

We offer an extensive range of door and shutter systems. In addition, we have a team of experienced engineers and technicians to design, engineer, and fabricate customised items to meet the customers’ requirements and specifi cations.

Pursuant to a licence from Gliderol Australia, we manufacture and sell (i) Gliderol Australia’s roller door and bi-fold door products in Singapore, Malaysia, Brunei and Middle East under the Gliderol and Renlita brands respectively and (ii) our proprietary door and shutter systems, under the Gliderol brand. These products comprise our Manufactured Products. Please refer to the section entitled “General Information on our Group - Intellectual Property” for further details on our licence arrangements with Gliderol Australia.

In addition, we are the exclusive distributor for our Distributed Products, namely Butzbach and Won-Door products in Singapore, Malaysia and Brunei and in Singapore respectively.

Pursuant to a distribution agreement dated 1 July 2008 entered into between Won-Door and Gliderol Doors, Gliderol Doors was granted the exclusive right to purchase and distribute certain Won-Door products in Singapore subject to the terms and conditions contained therein. To facilitate the sale and distribution of the Won-Door products, Gliderol Doors was also granted the exclusive right to all know-how and trade secrets necessary to sell, distribute, install and service the Won-Door products in Singapore. The term of the agreement was initially for a period of one (1) year and will be automatically renewed each year for up to ten (10) consecutive one (1)-year periods unless either party notify the other prior to the expiry of the term of its intention not to renew the agreement.

While we do not have a formal distributorship agreement with Butzbach, we have been the sole and exclusive distributor for Butzbach products in Singapore, Malaysia and Brunei since 1992.

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The sale of (i) Gliderol and Renlita licensed door products, (ii) Butzbach products, (iii) Won-Door products and (iv) proprietary products as a percentage of our total sale of door and shutter systems for the past three (3) fi nancial years is as follows:

Products FY2010 (%)

FY2011(%)

FY2012(%)

Gliderol and Renlita licensed door products 10.6 17.3 29.6

Butzbach products 2.1 14.7 2.1

Won-Door products 39.5 9.6 0.2

Proprietary products 47.8 58.4 68.1

The sales of Won-Door products in FY2010, FY2011 and FY2012 were mainly attributable to the MBSIR project. Based on MBSIR’s project schedule, the bulk of the delivery and installations for the Won-Door products occurred in FY2010 resulting in more revenue being recognised in that fi nancial year, with the residual doors being progressively delivered and installed in FY2011. There were also no new signifi cant projects for which Won-Door products were supplied in FY2011 and FY2012.

The sales of Butzbach products in FY2010, FY2011 and FY2012 were mainly attributable to one (1) civil defence project in each of FY2010 and FY2012, and two (2) security and defence-related projects in FY2011.

The aforementioned products were specified in the respective tender documents by the project consultants involved as being required in the projects.

A brief description of the products and services we offer is listed below.

A. Door Systems

Door systems come in different constructions and sizes for different applications. We currently manufacture and/or supply a wide range of door systems comprising our own products as well as third party products carried by us, which can be broadly described as follows:

(a) Industrial Door Systems

ProductMaximum Size (mm) Features

(i) Gliderol continuous sheetroller door

Width: 6,500

Height: 5,000

The Gliderol continuous sheet roller door is a very cost-effective roll-up door system with a proprietary motor operator that is fi tted within a drum roll. This door system is equipped with electronic controls that allow easy interfacing to access devices. It is a counter balanced system which can be custom programmed to be manually operated.

(ii) Wide range of interlocking slats roller shutters in steel and aluminium

Width: 12,000

Height: 7,000

The wide range of interlocking slats roller shutters in steel and aluminium comprises conventional shutters designed with counter balanced or non-counterbalanced barrels. They are available with a wide range of slat designs, with vision and ventilation options.

(iii) Insulated roller shutters Width: 12,000

Height: 7,000

The insulated roller shutters are heavy duty shutters in steel or aluminium, with fire-resistant ceramic fi bre infi lls.

(iv) Gliderol GIANT series extra large roller shutters

Width: 14,000

Height: 9,000

The Gliderol GIANT series extra large roller shutters are used for extra large openings exceeding a width of 12,000 mm or a height of 7,000 mm. They have a dual-barrel design that alleviates excessive deflections and enhances wind load capabilities.

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ProductMaximum Size (mm) Features

(v) High security roller shutters

Width: 10,000

Height: 5,000

The high security roller shutters have a patented self-locking design that can resist substantial upward lifting force without the need for a physical lock. They are ideal for high security applications such as in prisons and armouries.

(vi) Louvred roller shutters Width: 7,000

Height: 5,000

The louvred roller shutters are the only roll-up louvred door system available in the market. They offer excellent ventilation while keeping out the weather. They are suitable for electrical switchrooms and premises that require good airfl ow. The blades of the roller shutters can also be used as a wide-spanning louvred facade.

(vii) Sectional overhead door Width: 8,000

Height: 6,000

The sectional overhead door has upward and oversliding doors with insulated door panels and provides excellent all-round weather sealing. It is often used in pharmaceutical and clean-room type facilities.

(viii) Renlita bi-folding door Width: 16,000

Height: 6,000

The Renlita bi-folding door is a two-leaf upward folding door that is fully balanced by counterweights. It can be fitted with almost any kind of claddings, including glass. A personnel access door can also be incorporated as part of the bottom leaf of the door.

(ix) Butzbach stacking door Width: 15,000

Height: 24,000

The Butzbach stacking door is a unique German upward acting door with panels stacked neatly behind the lintol when open. The translucent GRP door panels offer excellent diffused daylight emission and heat and sound insulation.

(b) Commercial Door Systems

ProductMaximum Size (mm) Features

(i) Gliderol roller door Width: 6,000

Height: 3,000

The Gliderol roller door is a continuous sheet roller door that is finely counterbalanced for smooth, silent and effortless manual operation. It can be slotted or pin-holed for vision and ventilation.

(ii) Alfresco steel shutters Width: 3,500

Height: 3,500

The Alfresco steel shutters are conventional steel interlocking slat shutters with pinhole perforations. They are ideal for supermarkets where ventilation is required together with the need to keep out vermin.

(iii) Crystal aluminium shutters Width: 5,000

Height: 3,000

The Crystal aluminium shutters are conventional aluminium interlocking slat shutters. The slats may be fully or partially slotted. Acrylic inserts may be added for a glazed effect.

(iv) CrystalClear transparent shutters

Width: 6,000

Height: 3,000

The CrystalClear transparent shutters are suitable for a classy shopfront. The curtain of the shutters is made of polycarbonate slats that are shatter-proof and will not discolour.

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ProductMaximum Size (mm) Features

(v) Premium roller grilles Width: 6,000

Height: 3,000

The Premium rol ler gr i l les are unconventional roller grilles designed with full-length transoms and hinging vertical links that ensure the curtain will not skew and jam in the guides. The Premium roller grilles will not sag after an extended period of usage, which is a common problem faced by users of conventional roller grilles.

(vi) High security roller shutters

Width: 5,000

Height: 4,500

The high security roller shutters are designed as anti-looting shutters as they cannot be lifted by force. They are ideal for protecting glass showcases of high value merchandise and cash-dispensing counters.

(vii) Panorama shutters Width: 10,000

Height: 6,000

The Panorama shutters are the larger version of the Crystal aluminium shutters. Its slats may be fully or partially slotted and acrylic or polycarbonate inserts can be added for a glazed effect.

(viii) Butzbach glass stacking door

Width: 5,500

Height: 3,100

The Butzbach glass stacking door is an upward acting door with wide spanning glass panels. When opened, the panels are neatly stacked behind the lintol. It is typically used for high-end shop fronts where glass doors are preferred.

(c) Hangar Door Systems

ProductMaximum Size (mm) Features

(i) Butzbach sliding hangar door

Width: Unlimited

Height: 30,000

The Butzbach sliding hangar door is one of the most advanced and sophisticated aircraft hangar door systems in the world. It is available in confi gurations that can suit almost any operational requirements. The door cladding consists of double-walled GRP panels that do not refl ect radar, emits good daylight and insulates heat and sound. Customers can choose options like tail-doors, vehicle pass doors and personnel access doors when customising this door system. The Butzbach sliding hangar doors won the prestigious accolade of being selected for the fi rst Airbus 380 hangar in Toulouse, France.

(ii) Gliderol GIANT series hangar door

Width: 73,000

Height: 8,000

The Gliderol GIANT series hangar door was developed as an affordable alternative to the Butzbach sliding hangar door for use on smaller hangars housing helicopters and light aircraft. It is a combination of our Gliderol GIANT series extra large roller shutters and sliding mullions that are controlled by a customised automation system to span the full width of the hangar when open.

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(d) Garage Door Systems

We supply various types of garage door systems such as sectional garage doors, roller doors and Renlita tilt-up doors, for use in private homes.

B. Fire-rated Shutter Systems

Fire-rated shutter systems are commonly used in buildings as an operable fi re barrier that is automatically deployed in a fi re situation and which can also function as a security shutter. These shutters must be tested to meet the performance criteria set by requisite regulatory standards and accorded a rating for the effectiveness of its insulation against heat transmission from fi re (fi re insulation) and the effectiveness of its capability for preventing fi re from being transmitted through it (fi re integrity). We manufacture and supply our proprietary fi re-rated shutter systems which are tested by recognised test laboratories and are accepted by the relevant authorities accordingly.

The range of fi re-rated shutter systems which we offer is as follows:

ProductMaximum Size (mm) Features

(i) Model FRSC non-insulated fi re shutter

Width: 14,000

Height: 8,000

The model FRSC non-insulated fi re shutters have a tested capability of 240 minutes fi re integrity and conform to Singapore, UK, America, Australia and Malaysia standards. They are also FM-approved. Vision Lites can be added to aid fi refi ghters(2).

(ii) Model TIFS with normal heat insulation

Width: 12,000

Height: 7,000

The model TIFS with normal heat insulation has a tested capability of 240 minutes fi re integrity, conforming to Singapore, UK, America, Australia and Malaysia standards. The product has a fi re insulation value of seven (7) minutes and a radiation fl ux of 2.8 kW/m² at 120 minutes and 4.3 kW/m² at 240 minutes(2).

(iii) Model IFS series insulated fi re shutter

Width: 12,000

Height: 7,000

The model IFS series insulated fi re shutter has a tested capability of 240 minutes fire integrity conforming to Singapore and UK standards. The product has a fi re insulation value of 90 minutes and a radiation fl ux of 0.8 kW/m² at 120 minutes and 2.24 kW/m² at 240 minutes(1)(2).

(iv) Model IFC insulated fi re curtain

Width: 14,000

Height: 5,000

The model IFC insulated fi re curtain has a tested capability of 240 minutes fi re integrity, conforming to Singapore standards. The product has a fire insulation value of 180 minutes(2).

(v) Model FRSAnon-insulated fi re shutter

Width: 10,000

Height: 7,000

The model FRSA non-insulated fi re shutters have a tested capability of 240 minutes fi re integrity and conform to American standards (UL listed). Vision Lites can be added to aid fi refi ghters(2).

Notes:

(1) Please refer to the section entitled “General Information on our Group – Intellectual Property” of this Offer Document for further details in relation to the patents regarding this product.

(2) Please refer to the section entitled “General Information on our Group – Product Development” of this Offer Document for further details in relation to the certifi cations and registrations regarding this product.

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C. Special Applications

We offer different types of doors for special applications, such as the following:

ProductMaximum Size (mm) Features

(i) Won-Door FireGuard fi re-rated accordion door

Width: Unlimited

Height: 8,400

The Won-Door FireGuard fi re-rated accordion door has a tested capability of 180 minutes fi re integrity, conforming to America standards and assessed to Singapore standards. The accordion door is FM-approved and Vision Lites can be added to aid fi refi ghters. Its layout can be straight or curved, with no bottom tracks needed. This product has fi re egress features which have been laboratory tested to conform to the American UBC, IBC and NFPA requirements. It provides easier fi re escape for the disabled as compared to hinged fi re doors which are required to be fi tted with door closers(1).

(ii) Won-Door DuraSound acoustic accordion door

Width: Unlimited

Height: 8,400

The Won-Door DuraSound acoustic accordion door is used as a movable divider of space or rooms into multiple compartments when required. It has a sound insulation rating of STC 48 and is suitable for use in recording studios. Non acoustic-rated models of this product are also available.

(iii) Butzbach NOVOSPRINT high-speed traffi c door

Width: 10,000

Height: 6,000

The Butzbach NOVOSPRINT high-speed traffi c door is a horizontal high speed traffi c door for cold and clean rooms. The product maintains the conditions in cold and clean rooms by opening and closing quickly. It has an opening speed of 2,000 mm per second.

(iv) Gliderol Swift high-speed traffi c door

Width: 5,000

Height: 5,000

The Gliderol Swift high-speed traffi c door is a vertical high speed traffi c door that is a more cost-effective alternative to the Butzbach NOVOSPRINT high-speed traffic door. Its opening speed is 900 mm per second.

(v) Horizontally coiling hatch Width: 2,500

Length: 8,000

The horizontally coiling hatch is used for closing horizontal openings between floors such as for attic and basement access and for material handling pits and access pits in processing plants.

Note:

(1) Please refer to the section entitled “General Information on our Group – Product Development” of this Offer Document

for further details in relation to the certifi cations and registrations regarding this product.

D. Service and Maintenance Works

We also provide service and maintenance works for door and shutter systems supplied or installed by us or third parties.

Our service and maintenance works typically include preventive and general maintenance, repair and replacement of faulty components and safety checks.

We offer our maintenance services in the form of a renewable fi xed term service contract, usually for a term of one (1) to three (3) years. Under such arrangements, we would charge an annual agreed fee. In addition, we also provide ad hoc repair and maintenance services to any customer who may require the same. In such cases, the fee charged would depend on the work required.

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OUR PROCESS FOR PROVISION OF DOOR AND SHUTTER SYSTEMS SOLUTIONS

Our business processes and controls have been developed by our senior management throughout the years.

Project Sales

The following diagrammatic depiction generally represents our business process for projects to provide door and shutter systems solutions:

Receiving enquiries from customers/participation in tenders

Provision of quotation/tender submission

Order confi rmation/award of tender

Conduct of site survey

Submission and approval of shopdrawing

Check materials/components availability and procurement (if necessary)

Fabrication/Production

Quality assurance and inspection

Delivery and installation, testing and commissioning

Receiving enquiries from customers/participation in tenders

Our customers for project sales are usually main contractors for a development project, either for alteration and addition or upgrading of an existing building, or for a new construction.

We typically receive enquiries from our customers, who provide us with the type of product required and other relevant information (such as the intended use of such product, specifi cations and expected delivery time).

In some cases we are invited to participate in a tender for the supply and installation of shutter and door systems and solutions based on the tender specifi cations and conditions.

Provision of quotation/tender submission

Upon receipt of enquiries from our customers, our sales team will review and consider the viability of the customers’ requirements and specifi cations. We will, if necessary, make recommendations or propose the appropriate door and shutter systems and such other necessary modifi cations for the consideration of our customers, taking into account the customers’ intended use, budget and compatibility of the relevant door and shutter products. Thereafter we will issue a price quotation based on such specifi cations for the customers’ acceptance.

In the case of a tender situation, our sales team will prepare our tender submission based on the tender requirements and conditions.

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For jobs which customers require the products urgently, we will check with our operations team on the availability of materials/components before preparing and submitting the price quotation to our customers.

Order confi rmation/award of tender

If the customer is agreeable to our price quotation, they will sign off on our quotation or issue us with a letter of award to confi rm their order. Some customers also require a formal contract to be executed thereafter.

In the case of a tender, if we are successful, typically a letter of intent/award would be issued to us which will be followed by the execution of a formal contract.

Conduct of site survey

Upon confi rmation of the job, our sales team will issue an internal works order to our operations team. A project manager/project executive will be assigned to manage the job. Depending on the scope and nature of the job, the project manager/project executive will lead a team which usually comprises a design engineer, a site supervisor and a safety supervisor.

The project manager/project executive will conduct a site survey to understand the customer’s needs and specifi cations further. A site survey is typically required where the job requires the supply and installation of doors/shutters for an existing building or new development where the building has been substantially constructed.

No site survey is carried out where the new development has yet to be constructed. For such new developments, the project manager/project executive will attend a customer kick-off meeting together with our design engineer to enable him to proceed with the preparation of shopdrawings. At the same time, the customer’s representatives would brief our team on their site safety requirements.

Submission and approval of shopdrawing

Our design engineer will prepare the shopdrawing based on information gathered from the site survey and/or kick-off meeting. Generally, the shopdrawings are completed within two (2) weeks and submitted to the customer for their approval. In some cases, customers may require some amendments to be made to the shopdrawings.

Check materials/components availability and procurement (if necessary)

Upon confi rmation of the shopdrawing by the customer, the project manager/project executive will issue a production advice to our procurement team who will determine the availability of raw materials and components required for the job. It has been our practice to maintain a ready supply of the more commonly needed raw materials and components in order to respond in a timely manner. In the event of insuffi cient raw materials and components or specifi c items which need to be specially procured, we will purchase the necessary items in accordance to our purchasing procedures.

In the case where the job specifi cations require the supply of third party products, we would place the requisite orders with our principals.

Fabrication/Production

For the supply of doors and shutters that are manufactured by us, the next stage of the process would be the fabrication and production of such doors and shutters.

Fabrication and production works are carried out by our production team during this phase. All fabrication and production works will be carried out in accordance with the job specifi cations at our manufacturing facility in Singapore. For certain urgent jobs in the UAE, minor alteration and customisation works can be carried out at our local manufacturing facility. Where certain urgent works are required to be carried out in Taiwan, our Taiwan subsidiary, Gliderol Doors Taiwan, will be able to tap on and utilise the manufacturing facilities of our Taiwan business partner, GTL. Please refer to the section entitled “General Information on our Group - Manufacturing Facilities” of this Offer Document for further details.

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Quality assurance and inspection

To maintain the quality of our products, our quality assurance engineers will conduct inspections prior to delivery of each product.

Please refer to the section entitled “General Information on our Group - Quality Control” of this Offer Document for more details.

Delivery and installation, testing and commissioning

Upon completion of the fi nal quality assurance inspection by our engineers, our project manager will check with the customer, assess the site conditions and determine the installation date before scheduling for installation.

The installation team shall comply with the customer’s safety requirements while working at customer’s premises. Upon completion of the installation, the project manager will then arrange with the customer for acceptance. The customer shall sign off an acceptance and testing and commissioning form as confi rmation that the doors/shutters are in good working condition. Documents like as-built drawings, fi re certifi cates (if applicable) and keys will be issued to the customers post acceptance.

Ad hoc Sales

In some cases we may be approached by customers on an ad hoc basis for small scale jobs to supply and install door and shutter systems. Such customers are usually end users of our products, such as building owners and tenants.

The business process for such jobs is generally more straight forward and may, depending on the nature of the job, not comprise all the components of the business process described above for project sales.

OUR PROCESS FOR PROVISION OF SERVICE AND MAINTENANCE WORKS

The following represents a typical process cycle for the provision of service and maintenance works:

Receiving enquiries from customers

Site survey/fault investigation

Provision of quotation

Execution of service and maintenance works

Receiving enquiries from customers

Our customers for service and maintenance works are typically end users of our products, such as building owners and tenants. We provide service and maintenance works both on a fi xed term as well as on an ad hoc basis.

The types of enquiries we receive from such customers comprise requests for maintenance service works and for ad hoc repair/service jobs for their existing doors and shutters (whether supplied by us or third parties).

Site survey/fault investigation

Upon receiving enquiries from the customers, our service and maintenance team will arrange to conduct a site visit for evaluation so as to determine the maintenance and ad hoc repair/service requirements and note the fi ndings in an investigation checklist.

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Provision of quotation

Our service and maintenance team will provide a price quotation to the customer based on the completed investigation checklist.

If the job is for a fi xed term contract, we would typically prepare a quotation based on the customers’ requirements such as frequency of maintenance schedule and whether our fees are inclusive or exclusive of spare parts and components. If the quotation is acceptable to the client, we would enter into a fi xed term maintenance contract.

If the job is an ad hoc repair/service job, we would quote based on the works required, for the customers’ acceptance.

Execution of service and maintenance works

Following approval and acceptance of the quotations/entry into the maintenance contracts, our service and maintenance team will plan and execute the service and maintenance works according to the job requirements.

Upon completion, we will require the customer to sign and acknowledge its acceptance that the service and maintenance works have been satisfactorily carried out.

MARKETING AND SALES

Our marketing and sales approach is based on fostering long-term and strong relationships with our customers with a focus on customer retention. While we do not have a specialised marketing team, we encourage our staff to adopt various marketing and sales strategies to explore and develop new business opportunities for our Group and maintain our Group’s customer contacts. For project works, we rely on our network of business contacts such as property developers, main contractors and project consultants to keep track of industry developments and opportunities. Upon identifying suitable opportunities, we will seek avenues to participate in or tender for such new projects. In the area of service and maintenance works, for existing customers, we focus on improving our existing level of service as well as expanding our scope of available services. For new customers, our marketing strategy is based on identifying their specifi c needs and developing suitable solutions to meet those needs.

We have in recent years also participated in major trade fairs and exhibitions relating to the door and shutter systems industry, including The Big 5 (the UAE) and Electromechanica (the UAE). We believe that, through our participation in trade fairs and exhibitions, we will be able to keep abreast of the latest developments in the door and shutter systems industry, exchange ideas with fellow players, raise our corporate profi le, market our products and services to an international audience and concurrently generate new sales.

We believe that our sales and marketing activities have heightened our profi le in the door and shutter systems industry and provided us with an effective tool for marketing our products and services to our customers.

QUALITY CONTROL

We have established the following quality assurance and controls system to ensure consistency in the quality of our products we supply:

(a) Quality assurance process for third party products, raw materials and components purchased by us

Upon the arrival of products or materials at our warehouse, our inventory controller will verify the quality and quantity of the purchased product against the delivery order before accepting to the store. For third party completed products such as doors, we would generally inspect individual items. For raw materials and components that we purchase in bulk, we would typically inspect them on a sample basis for each shipment.

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In the event of any discrepancies or non-conformity in the quantity or quality of products or materials delivered to us, or if the products or materials do not conform to the specifi cations stated in the delivery order, such products or materials will be rejected by our inventory controller and he will inform our procurement team accordingly. The procurement personnel will then make necessary arrangements to return the products or materials to the supplier so that new products or materials can be supplied.

(b) Quality controls for products manufactured by us

To ensure that the fi nished products conform to our customers’ specifi cations prior to delivery to the job site, we conduct interim inspections and tests during various stages of the fabrication or assembly process of our door and shutter systems. Such inspections and tests typically cover accuracy of dimensions, proper affi xation of components and that the fi nishing of the products meets our requisite standards.

As a testament to our commitment to quality, we have been awarded the ISO 9001:2009 certifi cation in 2012.

As at the Latest Practicable Date, we had not received any signifi cant complaints from our customers of our products and services.

PRODUCT DEVELOPMENT

We believe that research and development is crucial in providing us with a competitive edge and increasing our operating effi ciency and to produce higher end products that will contribute to higher profi t margins. Accordingly, we continually enhance our research and development capabilities by continuing to invest in advanced technology.

We have a dedicated product development team headed by our Executive Offi cer, Leow Chyan and assisted by three (3) engineers and two (2) technicians. The responsibilities of our product development team include, inter alia, coordinating and conducting fi re tests for our regulated products in Singapore and other markets, reviewing our internal processes and constantly keeping abreast of new concepts and trends relevant to the building and construction industry so as to improve our products and work processes.

Certifi cations

Our regulated products such as fi re shutters and fi re curtains are marketed and sold in various markets overseas. Some countries, such as Singapore, Australia and Malaysia, require our products to meet country-specifi c standards while other countries require our products to meet industry standards that are recognised internationally such as the British standard or those subscribed by UL before our products can be sold as regulated products. For projects that are insured by FM Global, our clients require our fi re shutters and fi re-rated products to obtain an FM Listing.

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Our commitment to excellence for our products is evidenced by the following certifi cations/fi re test reports we have received for our products: Certifi cates of Conformity under Singapore standards

Product Issuer Insulation (minutes)

Integrity(minutes)

Gliderol Insulated Fire Curtain IFC 180/240 TÜV SÜD PSB 180 240

Gliderol Insulated Fire Curtain IFC 120/120 TÜV SÜD PSB 120 120

Gliderol Fire Shutter FRS ‘C’ TÜV SÜD PSB – 240

Gliderol Fire Shutter FRS ‘C’ TÜV SÜD PSB – 120

Gliderol Fire Shutter FRS ‘C’ TÜV SÜD PSB – 60

Gliderol Fire Shutter TÜV SÜD PSB – 240

Gliderol Insulated Fire Shutter 60/240 TÜV SÜD PSB 60 240

Gliderol Insulated Fire Shutter IFS 60/120 TÜV SÜD PSB 60 120

Gliderol Thermally-Insulated Fire Shutter TIFS TÜV SÜD PSB – 240

Won-Door FireGuard TÜV SÜD PSB – 120

Gliderol Fire-Rated Shutter FRSC Singapore Test Services

– 240

Test report under Singapore standards (Certifi cate of Conformity pending)

Product Issuer Insulation (minutes)

Integrity(minutes)

Gliderol Insulated Fire Shutter IFS 105/240 TÜV SÜD PSB 105 240

Test reports under Australia standards

Product Issuer Insulation (minutes)

Integrity(minutes)

Gliderol Fire Shutter BRANZ – 141

Gliderol Fire Shutter FRS ‘C’ BRANZ – 240

Gliderol Thermally-Insulated Fire Shutter TIFS BRANZ – 240

Test reports under British Standards

Product Issuer Insulation (minutes)

Integrity(minutes)

Gliderol Fire Shutter FRS ‘A’ Exova Warringtonfi re

– 240

Gliderol Fire Shutter BRANZ – 141

Gliderol Fire Shutter FRS ‘C’ BRANZ – 240

Gliderol Thermally-Insulated Fire Shutter TIFS BRANZ – 240

95

Test reports under Malaysia standards

Product Issuer Insulation (minutes)

Integrity(minutes)

Gliderol Fire Shutter FRS ‘C’ BRANZ – 240

Gliderol Fire Shutter FRS ‘C’ SIRIM – 240

UL Listing

Product IssuerInsulation (minutes)

Integrity(minutes)

Gliderol Fire Shutter FRS ‘A’ UL – 240

Won-Door FireGuard UL – 180

FM Listing

Product IssuerInsulation (minutes)

Integrity(minutes)

Gliderol Fire Shutter FRS ‘C’ FM – 240

Won-Door FireGuard FM – 180

As part of our continuing product development efforts, we are currently seeking to improve the fi re insulation properties of our fi re shutters.

The amount of fees that we have incurred during the Period Under Review to obtain these certifi cations and test reports is not signifi cant.

SAFETY POLICY

We believe in providing a safe working environment in every project we undertake as the working environment of our business can be unsafe if not managed well. We have established a set of environmental, health and safety policies which contain adequate and reasonable measures to ensure the safety of all our workers and staff.

Our Group is committed to employing the right skilled persons for the work on site. We are committed to communicating the safety culture of our Group through e-mails, safety notices and continual safety training seminars to our employees.

Our Group has received several awards and certifi cates over the years, including the BizSafe Star awarded by the Ministry of Manpower in 2012, the BizSafe Level 3 awarded by the Ministry of Manpower in 2012 and the OHSAS 18001:2007 certifi cation awarded by the SGS International Certifi cation Services Singapore Pte Ltd in 2012.

96

STAFF TRAINING

We believe that our staff is one of our most valuable assets and has contributed to the success of our Group. We place strong emphasis on staff training to equip our staff with the requisite skills and knowledge so that they will be able to perform according to their scope of work on an optimal level.

Our training programmes can be classifi ed into the following four (4) main categories:

(a) Orientation training

All new employees are required to undergo orientation programmes conducted by our human resource department to familiarise themselves with our Group’s corporate identity, policies and standard operation practices. These programs are conducted in-house with emphasis on matters relating to employee conduct and discipline, housekeeping, hygiene, quality and safety awareness.

(b) Technical training

Technical training is aimed at providing our employees with the necessary skills and knowledge for their respective job functions to ensure that their performance attains our desired standards. Our operations personnel are also required to undergo compulsory training, conducted in-house and/or by external parties, on safety and product handling.

We believe that the technical competence and familiarity of our employees with products and services are instrumental in maintaining our competitive position. We provide regular trainings for our staff to keep them abreast with the latest trends, product knowledge and new technologies in our industry.

(c) On-the-job training

On-the-job training reinforces the technical training our staff undergo and is managed by the employees’ immediate supervisors. Immediate supervisors will closely monitor individual staff and impart practical skills and working knowledge necessary for them to perform their tasks according to the required performance standards. Such on-the-job training includes product knowledge, equipment operation and quality assurance for our staff.

On-the-job training is also provided for our non-operational personnel in the area of general management, fi nance, communications and any other relevant areas. This allows them to improve their work performance in their respective business units.

(d) Continuing education

To stay competitive at all times and to ensure that our employees keep abreast of the latest developments in our industry, we send selected employees to participate in seminars, conferences and training courses from time to time, such as those relating to the latest safety practices, computer software and design courses and ongoing technical skills training.

As most of our training was conducted in-house, the amount incurred in relation to staff training over the past three (3) fi nancial years has not been signifi cant.

AWARDS AND ACHIEVEMENTS

As a testament of our commitment to quality, our Group has received several awards and certifi cations over the years, some of which are set out below.

Year Award/Certifi cation Award authority

2012 BizSafe Star Workplace Safety and Health Council, Ministry of Manpower

2012 OHSAS 18001:2007 SGS International Certifi cation Services Singapore Pte Ltd

2012 ISO 9001:2009 SGS United Kingdom Ltd

2012 BizSafe Level 3 Workplace Safety and Health Council, Ministry of Manpower

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INSURANCE

As at the Latest Practicable Date, we maintain the following insurance policies to cover, inter alia, our operational, human resource and fi xed asset risks:

(a) public liability in relation to our business;

(b) product liability;

(c) electronic equipment in relation to material damage on hardware and software, external data media and increased cost of working;

(d) work injury compensation;

(e) hospital and surgical expenses for our employees, including our foreign workers;

(f) in-patient benefi ts, out-patient benefi ts for kidney dialysis/cancer treatment, other out-patient benefi ts and miscellaneous benefi ts;

(g) loss of profi ts;

(h) machinery and industrial all risks policies in relation to damages and loss of certain machinery and utensils, stock-in-trade of certain products;

(i) motor vehicles insurance policy for certain vehicles; and

(j) keyman insurance for our Chairman and CEO, Michael Wong.

The above insurance policies are reviewed annually to ensure that they adequately satisfy both regulatory and business requirements. We may increase the coverage if we deem it necessary and appropriate.

We have not experienced any diffi culties obtaining or renewing our insurance policies, or on realising claims under any of our insurance policies. As at the Latest Practicable Date, our Directors believe that the policy specifi cations and insured limits of these insurances are in line with normal commercial practice. Save as disclosed under the section entitled “Risk Factors” of this Offer Document, our Directors believe that the coverage from these insurance policies is adequate for our present operations. However, signifi cant damage to our operations or to any of our properties, whether as a result of fi re and/or other causes, may still have a material and adverse impact on our results of operations or fi nancial condition.

MANUFACTURING FACILITIES

Our core business is the provision of specialist commercial and industrial door and shutter solutions comprising the manufacture and supply of a wide range of door and shutter systems that can be tailored to our customers’ specifi c needs and requirements. For the purposes of our business, we fabricate door and shutter systems. The bulk of such manufacturing works is carried out in our manufacturing facility in 86 International Road and with some manufacturing works and urgent jobs carried out in our manufacturing facility in the Hamriyah Free Zone, Sharjah, the UAE. The leasehold properties have a combined land area of approximately 9,015 sq m.

Where certain urgent works are required to be carried out in Taiwan, our Taiwan subsidiary, Gliderol Doors Taiwan, will be able to tap on and utilise the manufacturing facilities of our Taiwan business partner, GTL.

As at 30 September 2012, we own 16 roll forming machines for various profi les and several sheet metal fabrication machines, scissors lifts, forklifts and a fully automated paint line. This assures our customers that we have the necessary door and shutter systems manufacturing equipment and logistics support on hand to provide our products and services and meet our sales orders effi ciently and without delay.

It would not be meaningful to measure the utilisation rate of our manufacturing facilities as we do not manufacture standardised items. Furthermore, we provide value-added services to our customers by tailor fi tting our door and shutter products to suit their needs. Our services vary for each project in terms of specifi cations, complexity, resource requirements and time required.

98

PROPERTIES AND FIXED ASSETS

As at the Latest Practicable Date, the properties leased by our Group are set out below:

Owner Location

Approximate area/built-in

area(sq m) Tenure

Use of property

Approximate monthly rental

(including service

charge, where applicable)

RBC Dexia (as trustee of CIT)

86 International Road

7,797 From 25 July 2006 to 25 July 2018

Offi ce and manufacturing

facility

S$83,930

Individual owner Block 675B Jurong West Street 64 #03-227 Singapore 642675

10 From 1 February 2013 to 31 January 2014

Housing of workers

S$800

Individual owner Block 814 Jurong West Street 81 #10-206 Singapore 640814

104 From 15 November 2011 to 14 November 2013

Housing of workers

S$2,600

Hamriyah Free Zone Authority

Warehouse Number WN-23 and WN-24

1,218 From 23 January 2013 to 23 January 2014

Warehouse and offi ce premises/ manufacturing

facility

AED20,000

GTL No.107, Zhongxing Rd., Luzhu Township, Taoyuan County 33857, Taiwan

24 From 1 November 2012 to 31 October 2013

Offi ce premises NTD15,000

As at the Latest Practicable Date, our Directors are not aware of any breach of any obligations under the abovementioned lease agreements that would result in their termination by the lessor or non-renewal, if required, when they expire.

As at 30 September 2012, the net book value of our fi xed assets comprising furniture and fi ttings, computers, offi ce equipment, motor vehicles, machinery and equipment amounted to approximately S$1.03 million.

Save as disclosed in this section and save for some of our motor vehicles which are under hire purchase arrangements, as at the Latest Practicable Date, none of our fi xed assets is subject to any mortgage, pledge or any other encumbrances or otherwise used as security for any bank borrowings.

To the best of our Directors’ knowledge, save as disclosed in the section entitled “Government Regulations” of this Offer Document, there are no regulatory requirements or environmental issues that may materially affect our utilisation of our fi xed assets as at the Latest Practicable Date.

99

CORPORATE SOCIAL RESPONSIBILITY

Our Company shall be required to disclose its corporate social responsibility policies with reference to the SGX-ST’s Guide to Sustainability Reporting for Listed Companies published on 27 June 2011.

The Board of Directors will establish a corporate social responsibility policy which will include the review of the following areas of our Group’s activities:

(a) to review and recommend our Group’s policy in respect of corporate social responsibility issues;

(b) to review our Group’s health, safety and environmental policies and standards;

(c) to review the social impact of our Group’s business practices in the communities that we operate in;

(d) to review and recommend policies and practices with regard to key stakeholders (suppliers, customers and employees); and

(e) to review and recommend policies and practices with regard to regulators.

INTELLECTUAL PROPERTY

1. Trademarks

As at the Latest Practicable Date, we have applied for registration of the following trademarks:

Trademark ClassCountry of

RegistrationDate of

Application Status

GDS Classes 6(1) and 9(2) Singapore 4 March 2013 Pending

GDS GLOBAL Classes 6(1) and 9(2) Singapore 4 March 2013 Pending

(series of 2)

Classes 6(1) and 9(2) Singapore 4 March 2013 Pending

Notes:

(1) Class 6: Doors including garage doors, lift-up doors, roller doors; shutters; all the aforesaid goods being of metal; parts and fi ttings included in this class for all of the aforesaid goods.

(2) Class 9: Electrical motor control apparatus and instruments included in this class; electronically operated drive unit that controls the opening and closing of garage doors and doors on commercial, industrial and residential buildings; control apparatus for controlling the opening and closing of doors and shutters; electrically operated roller door openers.

100

2. Patents

In FY2011, Gliderol Doors acquired an invention entitled “Insulated Fire Shutter” from Michael Wong. Pursuant to such acquisition, Michael Wong transferred his entire rights and benefi ts in relation to this invention including all the patents already granted and future patents obtainable from the patent applications made to the PCT and the non-PCT countries to Gliderol Doors. In February 2013, Gliderol Doors acquired the rights, title and interests in two (2) inventions entitled “Louvred Shutter” and “Improvements to Roller Shutters” from Michael Wong. Pursuant to such acquisition, Michael Wong assigned to Gliderol Doors the benefi ts of the priority date, the rights, title and interest in the same and the rights, power, liberties and immunities arising or to arise therefrom in any and/or all countries of the world arising from ownership of the inventions. Please refer to the section entitled “Interested Person Transactions - Past Interested Person Transactions” of this Offer Document for further details.

As at the Latest Practicable Date, we own the following patents which were acquired from Michael Wong as described above:

Invention InventorFiling/Patent

NumberCountry of

RegistrationRegistration Date/

Effective DateExpiry Date

Insulated Fire Shutter

Michael Wong 168445 Singapore 5 August 2009

4 August 2029

Improvements to Roller Shutters

Michael Wong ZL 200380110491.5 China 17 October 2003

16 October 2030

Improvements to Roller Shutters

Michael Wong US 7,370,682 B2 United States of America

4 November 2003

3 November 2023

Improvements to Roller Shutters

Michael Wong 23736 Thailand 30 October 2003

29 October 2023

Improvements to Roller Shutters

Michael Wong 2003257534 Australia 24 October 2003

23 October 2023

Improvements to Roller Shutters

Michael Wong I320070 Taiwan 1 February 2010

20 October 2023

Improvements to Roller Shutters

Michael Wong EP 1 671 007 B1 European Union

17 October 2003

17 October 2023

Improvements to Roller Shutters

Michael Wong 251/2006 UAE 17 October 2003

17 October 2023

Improvements to Roller Shutters

Michael Wong 110075 Singapore 6 October 2003

5 October 2023

Louvred Shutter Michael Wong US 7,770,623 B2 United States of America

10 August 2010

9 August 2030

Louvred Shutter Michael Wong 2008326866 Australia 4 November 2008

3 November 2028

Louvred Shutter Michael Wong ZL 200880116706.7 China 4 November 2008

3 November 2028

Louvred Shutter Michael Wong GB2467257 United Kingdom

4 November 2008

3 November 2028

Louvred Shutter Michael Wong 152936 Singapore 20 November 2007

19 November 2027

101

As at the Latest Practicable Date, applications for the registration of the following patents are pending:

InventionApplication

NumberCountry of Application

Date of Application Status

Insulated Fire Shutter 201080003568.9 China 13 June 2011 Pending

Insulated Fire Shutter 67/2011 Bahrain 8 June 2011 Pending

Insulated Fire Shutter 1101000796 Thailand 8 June 2011 Pending

Insulated Fire Shutter 110 310474 Saudi Arabia 31 May 2010 Pending

Insulated Fire Shutter 99115723 Taiwan 17 May 2010 Pending

Insulated Fire Shutter 2010281729 Australia 14 May 2010 Pending

Insulated Fire Shutter 12103601.1 Hong Kong 14 May 2010 Pending

Insulated Fire Shutter PCT/SG2010/000182 PCT(1) 14 May 2010 Pending

Insulated Fire Shutter 1107524.9 United Kingdom 14 May 2010 Pending

Insulated Fire Shutter 13/127,429 USA 14 May 2010 Pending

Insulated Fire Shutter PI 2011002433 Malaysia 4 November 2008 Pending

Louvred Shutter 44/2010 Bahrain 19 May 2010 Pending

Louvred Shutter 562/2010 UAE 19 May 2010 Pending

Louvred Shutter 971144184 Taiwan 14 November 2008 Pending

Louvred Shutter 801005735 Thailand 6 November 2008 Pending

Louvred Shutter PI 20092484 Malaysia 4 November 2008 Pending

Louvred Shutter PCT/SG2008/000422 PCT(1) 4 November 2008 Pending

Note:

(1) The PCT, administered by the International Bureau (IB) of the World Intellectual Property Organization (WIPO) based in Geneva, Switzerland, is an international treaty to facilitate the applicant in seeking patent protection for his invention in several countries simultaneously by fi ling an international application with a single offi ce, in one (1) language and a single set of forms and fees.

3. Licences

In 1986, Gliderol Doors, then known as Divine Builders, obtained a licence from Gliderol Australia for the exclusive right to manufacture and distribute Gliderol Australia’s roller door products in Singapore, Malaysia and Brunei in consideration for certain licence fees and royalty payments.

Between 1991 and March 2013, Gliderol Doors also manufactured and sold its proprietary products under the Gliderol brand.

In March 2013, Gliderol Doors and Gliderol Australia entered into a fresh licence agreement to govern their relationship.

102

Under the terms of the licence agreement, Gliderol Australia has granted Gliderol Doors an exclusive royalty-free licence (i) to use Gliderol Australia’s intellectual property rights in the manufacture, distribution and/or sale of Gliderol Australia’s range of products in the UAE, Iran, Iraq, Syria, Yemen, Singapore, Malaysia and Brunei (the “Territories”) and (ii) to use the “Gliderol” trade name and trademark in association with the manufacture, distribution and/or sale of our own non-residential door products in all territories other than Australia, New Zealand and Licensed Countries (which as at the date of the licence agreement, comprised Bahrain, India, Qatar, Saudi Arabia, Sri Lanka, Taiwan, United Kingdom, South Africa and European Union). In addition, the terms of such licence provide that if Gliderol Doors intends to sell, manufacture or distribute our own products using the “Gliderol” trade name and trademark in or into the Licensed Countries, it would need to offer a fair and commercial fi rst right of refusal to Gliderol Australia’s licensee in the relevant Licensed Country to distribute our products in the Licensed Country. If such licensee does not exercise such fi rst right of refusal, and if Gliderol Doors nonetheless directly or indirectly sells our own products in or into the Licensed Country, Gilderol Doors will need to ensure that our products are not branded with Gliderol Australia’s intellectual property, the trademark or trade name “Gliderol” or any variation thereof. Furthermore, we will need to indemnify Gliderol Australia for any loss suffered by it pursuant to claims (including claims for breach of licence) brought against Gliderol Australia by the said licensee, arising from Gliderol Doors’ sale of our products in or into the relevant Licensed Country where the said licensee does not exercise its fi rst right of refusal to distribute our products in the Licensed Country. The licence granted to us is for a perpetual term for so long as the licence agreement is in force. Gliderol Australia may terminate the licence if:

(i) Gliderol Doors fails to rectify any breach of the licence agreement on its part to be performed and observed within 14 days written notice from Gliderol Australia specifying such breach;

(ii) Gliderol Doors goes into liquidation, receivership or offi cial management, compromises or compounds with its creditors or takes the benefi t of any legislative protection from creditors’ claims generally;

(iii) there is a change of control of Gliderol Doors without the prior written consent of Gliderol Australia (which consent shall not be unreasonably withheld or delayed). A change of control is defi ned in the licence agreement to mean (a) the person or persons who control that party cease to do so (“control” means the ability, whether direct or indirect, to direct the policies and decisions of the party); or (b) a change in ownership of 50% or more of the party (other than where such change of ownership occurs through the ordinary trading of its shares on any relevant stock exchange); or

(iv) if the licence deed granted by Gliderol Doors to Gliderol Australia (as referred to below) is terminated by Gliderol Doors for any reason whatsoever.

In the event of a termination of the licence agreement, Gliderol Doors would be required to procure that its concert parties, persons that control or are controlled by Gliderol Doors and persons under common control with Gliderol Doors be, subject to a non-competition restriction in Australia and New Zealand for a fi ve (5)-year period.

We have, in turn, pursuant to a licence deed with Gliderol Australia granted Gliderol Australia an

exclusive royalty-free licence to use our intellectual property rights in the manufacture, distribution and/or sale of their industrial and commercial door products within Australia and New Zealand. Such licence is for a perpetual term for so long as the licence deed is in force. Gliderol Doors may terminate the licence if:

(i) Gliderol Australia fails to rectify any breach of the licence deed on its part to be performed and observed within 14 days written notice from Gliderol Doors specifying such breach;

(ii) Gliderol Australia goes into liquidation, receivership or offi cial management, compromises or compounds with its creditors or takes the benefi t of any legislative protection from creditors’ claims generally;

103

(iii) there is a change of control of Gliderol Australia without the prior written consent of Gliderol Doors (which consent shall not be unreasonably withheld or delayed). A change of control is defi ned in the licence agreement to mean (a) the person or persons who control that party cease to do so (“control” means the ability, whether direct or indirect, to direct the policies and decisions of the party); or (b) a change in ownership of 50% or more of the party (other than where such change of ownership occurs through the ordinary trading of its shares on any relevant stock exchange); or

(iv) if the licence agreement entered into between Gliderol Doors and Gliderol Australia on or about the date of the licence deed in relation to, inter alia, the grant by Gliderol Australia to Gliderol Doors of an exclusive licence to use certain intellectual property rights of Gliderol Australia is terminated by Gliderol Australia for any reason whatsoever.

In the event of a termination of the licence deed, Gliderol Australia would be required to procure that its concert parties, persons that control or are controlled by Gliderol Australia and persons under common control with Gliderol Australia be, subject to a non-competition restriction in the Territories for a fi ve (5)-year period.

Save as disclosed above, we do not own or use any other patents, trademarks or intellectual property on which our business or profi tability is materially dependent.

MAJOR CUSTOMERS

Revenue contribution from our customers varies from year to year as a result of the nature of our business being conducted on a project basis. We may not generate similar projects in terms of size and scope with the same customer in subsequent years.

The following table sets forth our customers which accounted for fi ve per cent. (5.0%) or more of our total revenue for any of FY2010, FY2011 and FY2012. The products supplied to these customers comprised door and shutter systems.

Customer

As a percentage of our total revenue (%)

FY2010 FY2011 FY2012

Boustead Projects Pte Ltd 1.2 3.0 7.0

B19 Technologies Pte. Ltd. – 0.5 6.8

Chan Rong Fen Building Construction Pte Ltd – 5.0 –

Evan Lim & Co Pte Ltd 10.7 0.2 –

GDL(1) 4.8 9.2 4.6

Kajima Overseas Asia Pte Ltd n.m.(2) 0.1 5.4

Koon Construction & Transport Co. Pte. Ltd. 0.2 6.4 –

M + W Singapore Pte. Ltd. 4.0 5.5 1.3

SEF Construction Pte Ltd 21.3 0.8 1.0

Tai Yong Construction Pte. Ltd. n.m.(2) 7.4 n.m.(2)

Wee Hur Construction Pte Ltd n.m.(2) 0.5 11.5

Yang Ah Kang & Sons Private Limited 7.4 n.m.(2) –

Yearfull Contracting Pte. Ltd. – 8.4 –

Notes:

(1) GDL is a Dubai based limited liability company owned by a former employee of Gliderol International ME, and is one of the local distributors of Gliderol International ME in the UAE. Sales to GDL for FY2010 to FY2012 were made at a fi xed discount rate to the price of our products distributed by GDL. Such discount rate was in line with the discount rate granted by us to our other distributor in the Middle East.

(2) “n.m.” means not meaningful.

104

The amount we sell to our major customers varies from year to year, depending on the projects undertaken by them and, amongst others, the resulting demand for our products and product specifi cations.

Our Directors are of the opinion that our business and profi tability are currently not dependent on any single customer or on any particular industrial, commercial or fi nancial contract with any customer.

As at the date of this Offer Document, none of our Directors, Substantial Shareholders or their Associates has any interest, direct or indirect, in any of the above major customers.

MAJOR SUPPLIERS

Our suppliers comprise the producers of our door products that we distribute and the suppliers of materials and components for the manufacture of our door and shutter systems.

The materials that we purchase from our suppliers for use in the production of products are mainly steel coils and materials, extruded aluminium and door components such as motor operators.

The table below sets forth our suppliers which accounted for fi ve per cent. (5.0%) or more of our total purchases in any of FY2010, FY2011 and FY2012:

Supplier Products supplied As a percentage of our total purchases (%)

FY2010 FY2011 FY2012

Asian Steel Company Ltd. Steel coils 7.4 13.1 19.9

Butzbach Butzbach doors (complete doors)

13.5 2.9 3.2

GAL(1) Door components 1.1 1.9 5.2

GTL(2) Door components 7.6 25.4 17.8

Hiap Teck Metal Co. (1968 Pte) Ltd Steel materials 4.6 6.6 13.3

PT Alexindo Aluminium Extruded aluminium 3.7 8.9 6.4

Won-Door Won-Door doors (complete doors)

36.0 7.2 0.4

Notes:

(1) GAL is a company incorporated in Hong Kong which is principally engaged in the trading and sale of door components. As at the Latest Practicable Date, it is intended that GAL will be voluntarily wound up. Please refer to the section entitled “Interested Person Transactions” of this Offer Document for further details.

(2) GTL is a company registered in Taiwan which is our fellow licencee of Gliderol Australia for Taiwan. As at the Latest Practicable Date, GTL owns 45.0% shareholding interest in our Taiwan subsidiary, Gliderol Doors Taiwan.

The fl uctuations in our purchases from our major suppliers and principals were due to the nature of our business, primarily being project based. We vary our purchases from our suppliers according to the type of requirements for each project, as specifi ed by the customers. We may not generate similar purchases in terms of size and scope with the same supplier in subsequent years.

We select our suppliers based on their reputation, reliability, quality, and pricing of their products, purchase terms and timely delivery of their products. Our Directors are of the opinion that our Group is not dependent on a single supplier and the products supplied by the above major suppliers can be sourced from other alternative suppliers in the market without signifi cant diffi culties.

To the best of their knowledge, our Directors are not aware of any information or arrangement which would lead to a cessation or non-renewal of our current relationship with any of our major suppliers.

As at the Latest Practicable Date, we own 55.0% of the shares in our Taiwan subsidiary, Gliderol Doors Taiwan and GTL, a company registered in Taiwan and a fellow licencee of Gliderol Australia for Taiwan, holds the balance.

Save as disclosed above, as at the date of this Offer Document, none of our Directors or Substantial Shareholders or their respective Associates has any interest, direct or indirect, in any of our major suppliers listed above.

105

CREDIT MANAGEMENT

Credit policy to our customers

Our fi nance department regularly monitors and oversees payment from our customers. The credit terms granted to our existing customers are determined based on their fi nancial background and creditworthiness, the transaction volume, payment history and length of relationship with us.

We submit monthly progress claims to our customers, who evaluate the claims and issue certifi cates of payment. We submit our invoices upon receipt of the certifi cate of payment and our contracts/work orders typically provide for credit terms of between 30 to 60 days. Generally for new customers, we require payment on delivery.

Pursuant to the BCISPA, in respect of construction contracts, the certifi cate of payment must be issued within 21 days of the submission of the progress claim and payment must be made within 35 days from the issue of the certifi cate of payment.

We will perform credit evaluation on debtors who have overdue debts. We make allowance for doubtful trade receivables on a case-by-case basis, depending on the creditworthiness of the debtor at the relevant time. We have not made any allowance for doubtful trade receivables in the last three (3) fi nancial years. Doubtful trade receivables (where provision has not been previously made) will be written off when our management considers recovery unlikely.

The trade receivables written off and average trade receivables turnover of our Group for the Period under Review are set out below:

FY2010 FY2011 FY2012

Trade receivables written off during the year (S$’000) 26 – 10

Average trade receivables turnover (days)(1) 70 80 87

Note:

(1) The average trade receivables turnover days is calculated based on the average opening and closing trade receivables balances of the relevant fi nancial year divided by the corresponding revenue and multiplied by 365 days.

Our average trade receivables turnover days increased in FY2011 and FY2012 mainly due to higher sales during the last quarter of the corresponding fi nancial years.

Credit terms from our suppliers

The payment terms granted by our suppliers are generally 30 to 60 days, varying from supplier to supplier and are also dependent on, inter alia, our relationship with the suppliers and the size of the transactions.

Our average trade payables turnover days for the Period under Review are as follows:

FY2010 FY2011 FY2012

Average trade payables turnover (days)(1) 20 30 39

Note:

(1) The average trade payables turnover days is calculated based on the average opening and closing trade payables balances of the relevant fi nancial year divided by the corresponding cost of sales and multiplied by 365 days.

Our average trade payables turnover days increased between FY2010 to FY2011 mainly due to purchase of raw materials and components in the last quarter of FY2011, and between FY2011 and FY2012 mainly due to sub-contracting costs incurred in the last month of FY2012.

106

INVENTORY MANAGEMENT

We monitor and control our inventory levels of raw materials to optimise our operations. Generally, our inventory of raw materials primarily comprises steel coils and materials, extruded aluminium and door components such as motor operators. Our policy is to maintain a minimal level of inventory to meet our operational and delivery schedules. We do not typically stock inventory of fi nished products.

Our average inventory turnover days for the Period under Review are as follows:

FY2010 FY2011 FY2012

Average inventory turnover (days)(1) 65 97 116

Note:

(1) The average inventory turnover days is calculated based on the average opening and closing inventory balances of the relevant fi nancial year divided by the corresponding cost of sales and multiplied by 365 days.

Our average inventory turnover days increased in FY2011 and FY2012 mainly due to the lower proportion of Distributed Products sold in FY2011 and FY2012. Typically, we do not keep inventory of Distributed Products and we will only purchase them when there is a sale contract. As such, the decrease in contribution of sales from Distributed Products to total revenue in FY2011 and FY2012 resulted in an increase in our average inventory turnover days. Please refer to the section entitled “Management’s Discussion and Analysis of Financial Position and Results of Operations” for further details.

As at the Latest Practicable Date, our Directors are not aware of any information or reasons that our Group may have to make provision or write down our inventory.

COMPETITION

We operate in a competitive environment and face competition from new and existing competitors based in Singapore and elsewhere.

We do not believe that our competitors in Singapore and South East Asia offer as diverse a range of door and shutter products as us. Our closest competition is mainly from Singapore companies which offer mainly roller shutters and/or fi re resistant fi re curtains or trading companies which offer doors sourced from foreign manufacturers on an ad hoc basis.

To the best of their knowledge, our Directors consider the following companies to be our main competitors:

21 Shutters Pte. Ltd.

CLF Shutters Asia Pte. Ltd.

Ferco Shutters & Seating Systems Pte. Ltd.

Singapore Rolling Shutters Pte Ltd

SKB Shutters Corporation Bhd.

Our Directors or Substantial Shareholders do not have any interest, direct or indirect, in any of the above competitors.

To the best of our knowledge of our Directors, there are no published statistics that can be used to accurately measure our market share. Please refer to the Euromonitor Report set out in Appendix C of this Offer Document.

107

COMPETITIVE STRENGTHS

We have been ranked by Euromonitor as the leading commercial and industrial door manufacturer in Singapore for the period of 2010 to 2012. We believe that our competitive strengths are as follows:

We are a leading provider of commercial and industrial door and shutter solutions in Singapore and the South East Asia region

We have a long operating history spanning over 26 years and some of our customers have worked with us since the 1990s. Our Directors believe that we have established our reputation as a leading specialist provider of commercial and industrial door and shutter solutions in Singapore and the South East Asia region and that having such repeat customers is a recognition of our capabilities and would be a competitive strength that we can leverage on to further increase our market share in the industries that we operate in.

We have a wide range of products including insulated fi re products

We provide a full suite of products and services to our customers comprising (a) the manufacture and supply of a wide range of door and shutter systems, (b) specialist engineering and consultancy services and/or customisation of door and shutter solutions and (c) project management services in relation to the installation of door and shutter systems in connection with a project development.

We carry and supply an extensive range of door and shutter products comprising industrial door systems, fi re-rated shutter systems, commercial door systems, hangar door systems and special applications door systems. Our fi re-rated products include our proprietary fi re insulated shutters. As at the Latest Practicable Date, we are one of the few players in the industry who are able to supply steel insulated fi re shutters with an insulation value of up to 90 minutes.

In addition, we are the only Singapore manufacturer which can offer UL and FM listed fi re shutters which building and construction companies may require for their overseas projects. The UL and FM listed fi re shutters are also our proprietary products.

We have a dedicated service department staffed by our own fully-equipped technicians. We are thus able to offer competent and timely after-sales service which has built customer’s confi dence and is an important and useful sales and marketing tool. As such, we are the preferred door and shutter solutions provider to many contractors for major projects as they appreciate that it is more convenient and economical to carry out projects with a single company for all their door and shutter requirements.

Due to our integrated capabilities, we are able to cater to a wide range of customers and their corresponding needs and deliver solutions with a quick lead time. We are often consulted by architects and developers in relation to door types and fi xing details for their developments during the planning stage. This gives us an edge as these consultations often lead to our products being used for their projects.

Over the years, we have built up a successful track record as a reliable provider of specialist commercial and industrial door and shutter solutions in the building and construction industry.

We have an experienced and dedicated management team

Our Group is led by a strong, dedicated and highly experienced management team, helmed by our Chairman and CEO, Michael Wong. He has over 20 years of experience in the commercial and industrial doors industry and has been instrumental in the growth of our Group. His in-depth knowledge, business experience, drive and passion for our businesses are valuable assets of our Group which are essential to our continued growth. Michael Wong is assisted by our senior management, the majority of whom have more than ten (10) years of experience in their respective fi elds.

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With the support of a team of experienced and dedicated management team, we believe that we are well-positioned to leverage on our experience to expand our core capabilities, geographical reach as well as network base to achieve further growth for our Group.

We have an experienced team of production staff who have been with our Group for many years. Their product competency and industry and technical knowledge have contributed signifi cantly to the growth of our business and are vital to our continued growth and future development.

We have a well-equipped manufacturing facility

We operate one of the largest manufacturing facilities amongst the players in the door and shutter solutions industry in Singapore. Our 7,797 sq m manufacturing facility located at 86 International Road is well equipped with the necessary production equipment such as roll forming machines and a fully automated paint line, as well as two (2) gantry cranes that enable us to handle large sized doors such as hangar doors. This enables us to accept and comfortably manage jobs of any size.

In addition, we also have a manufacturing facility of 1,218 sq m situated in Sharjah, the UAE, that is able to support further manufacturing activities and carry out urgent jobs.

Please refer to the section entitled “General Information on our Group - Properties and Fixed Assets” for further details.

PROSPECTS

Our Company provides specialist commercial and industrial door and shutter solutions comprising the manufacture and supply of a wide range of door and shutter systems that can be tailored to our customers’ specifi c needs and requirements.

Accordingly, the prospects for our business are dependent upon the economic conditions and activities which impact the door and shutter systems industry. Moving forward, the prospects of our industry are as follows:

Singapore

(a) Rise in commercial, industrial and public works likely to ramp up demand for commercial and industrial doors

According to the Euromonitor Report, the overall growth in commercial and industrial door sales is predicted to remain robust due to on-site construction work for high value building and construction contracts that were awarded between 2010 and 2011, and also due to the on-going construction of major projects such as the Downtown Line and Singapore Sports Hub continuing into 2013. The BCA projected the total construction contracts awarded (inclusive of residential contracts) to be valued at at least S$20 billion annually from 2013 to 2015.

Based on the Euromonitor Report, the Land Use Plan, drawn up in 2008 by the Ministry of National Development, outlined new commercial nodes, residential towns and estates to be developed in the near future. The North Coast Innovation Corridor spanning across Woodlands and Sembawang, the Southern Waterfront City extending from Keppel Channel to Pasir Panjang Terminal, the Jurong Lake District and the Paya Lebar Central will be developed into bustling commercial centres so as to move working locations closer to heartlands and distribute them more evenly across the island.

According to the Euromonitor Report, in the forecast period of 2013 to 2015, the steady and strong development of the local construction industry presents an excellent opportunity for the growth of the local commercial and industrial door sector.

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(b) Positive growth expected as investors and developers regain market confi dence

According to the Euromonitor Report, the commercial and industrial door market in Singapore is expected to experience positive average annual growth of 6.5% from 2012 to 2015, underpinned by the recovering commercial and industrial building construction spending after the global fi nancial crises. Customer value spending is forecasted to grow from S$40.2 million in 2012, to S$48.5 million in 2015. Large scale public sector projects, such as the extension of the Mass Rapid Transit system, expansion of educational and healthcare facilities (e.g. Jurong Community Hospital, Ng Teng Fong Hospital, and the Yong Loo Lin School of Medicine at the National University of Singapore) and signifi cant additions of commercial and industrial space will continue to drive the demand for commercial and industrial doors once these building works are moving towards completion.

Based on the Euromonitor Report, according to the latest confi rmed list of parcels of land released in Singapore for the fi rst half of 2013, the Singapore Land Authority is releasing 12 parcels of land in Jalan Buroh (near Pioneer Road), Tuas, Mandai Link and Loyang for business development. With the successful tender of these parcels of land, the demand for fi re-rated shutters or even specialised shutters will increase as factories tend to require specialised doors to service their manufacturing needs and also Fire Safety and Shelter Department's fi re safety requirements.

Please refer to the Euromonitor Report set out in Appendix C of this Offer Document.

(c) Application of the Singapore Fire Code and Fire Safety Act

The current Singapore Fire Code and Fire Safety Act require that compartment walls of buildings to be of a certain fi re integrity rating with matching fi re insulation properties. Doors that are installed along such compartment walls are subject to similar requirements.

For instance, a compartment wall with 120 minutes fi re integrity will require a door with 120 minutes fi re insulation value.

However, to the best of our knowledge and belief, there is no metal fi re-rated shutter with a 120 minutes fi re insulation value available in Singapore.

As an alternative, fi re curtains that comply with the requirements may be installed but such products may not meet with the operational requirements of the building owners in areas such as security and durability.

As a result of this situation, we understand that the Singapore relevant authorities have granted waivers (on a case by case basis) to building owners to allow lower fi re insulation values. For instance, a compartment wall with 120 minutes fi re integrity may be allowed to have doors with 60 minutes fi re insulation value instead. Such waivers will likely cease when metal fi re shutters that comply with the requisite fi re insulation value becomes available.

As part of our continuing product development efforts, we are currently seeking to increase the fi re insulation properties of our fi re shutters. As a result of these efforts, and if we are successful, we will be well positioned to take advantage of the prospects and developments in the Singapore market as set out in this section.

The UAE and the Middle East

Most of the major projects in the UAE and generally in the Middle East region employ consultant architects and engineers from the USA and UK. These consultants usually require more stringent product specifi cations similar to those they use in their respective countries. This suits us well as our strength is in providing customised products to meet our customers’ requirements and specifi cations. For fi re shutters, the standards specifi ed are either UL or British standard. As a result, most of the fi re shutters supplied by distributors in the UAE and the Middle East are imported from American and British manufacturers. We are in a good position as one of the few manufacturers that can offer fi re shutters tested to meet both these standards. In addition, we are more cost competitive compared to most US and UK manufacturers. We can also offer a shorter lead and shipping time to the UAE and the Middle East as compared to manufacturers in USA and UK.

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The MRO industry (Maintenance, Repair & Overhaul of Aircraft) is experiencing strong growth in this region due to increased ownership of private helicopters and light aircraft arising from such aircraft becoming increasingly affordable and popular. This leads to more small-sized hangars being built to house them. We see good potential for our Gliderol GIANT series hangar doors as it is a cost-effective solution for such hangars. Taiwan

Taiwan is one of the few countries that regulates the use of insulated fi re shutters. In order to comply with the local requirements, manufacturers are required to fi re test their products in approved Taiwan laboratories. Foreign test reports are not acceptable and this raises the entry barrier for foreign manufacturers. We are in the process of testing our products in Taiwan. We believe our insulated fi re shutter design will be well-received and will perform to the requisite testing standards, and are therefore optimistic about our prospects in Taiwan. In addition, we have set up a local presence through our Taiwan subsidiary, Gliderol Doors Taiwan to enable us to compete more effectively with the local players. We expect our Gliderol GIANT series hangar doors to also do well there. We have secured our fi rst project for the hangars housing the search-and-rescue helicopters and light aircraft using our Gliderol GIANT series hangar doors and are optimistic that this can lead to more such projects.

TREND INFORMATION

Based on the revenue and operations of our Group as at the Latest Practicable Date, our Directors have made the following observations for FY2013:

(a) We expect our revenue to generally follow the activity trend in the construction of new commercial and industrial buildings. Subject to competitive and pricing pressures, our revenue should rise in tandem with any increase in activity in the construction of new commercial and industrial buildings.

(b) Our operating expenses are expected to move in tandem with our level of activities to cater for any signifi cant increase in the scale of our business operations.

(c) We also expect to incur higher expenses due to compliance costs as a listed company as well as the impact of the Service Agreement entered into with our Chairman and CEO (further details of the Service Agreement are set out in the section entitled “Directors, Management and Staff - Service Agreement” of this Offer Document).

(d) A portion of our listing expenses incurred in connection with the issue of the New Shares of S$1.33 million will be treated as a charge in our fi nancial statements, which will affect our fi nancial results in FY2013. Please refer to the section entitled “Use of Proceeds and Listing Expenses” of this Offer Document for further details.

For HY2013, our Directors expect that our profi t for the fi nancial period may be lower than the corresponding period of the previous year in view of the listing expenses incurred by us in connection with the issue of the New Shares and the delay in the commencement of some of our projects as the onsite construction work for these projects cannot be completed on schedule due to factors that are beyond our control.

Save as disclosed above and in the sections entitled “Risk Factors”, “Management’s Discussion and Analysis of Financial Position and Results of Operation” and “General Information on our Group - Prospects” in this Offer Document and barring any unforeseen circumstances, our Directors believe that there are no other known recent trends in production, sales and inventory, the costs and selling prices of our products and services or other known trends, uncertainties, demands, commitments, or events that are reasonably likely to have a material and adverse effect on our net sales, revenue, profi tability, liquidity or capital resources, or that would cause fi nancial information disclosed in this Offer Document to be not necessarily indicative of our future operating results or fi nancial condition. Please also refer to the section entitled “Cautionary Note on Forward-Looking Statements” of this Offer Document.

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ORDER BOOK

As at 30 September 2012, our order books based on confi rmed sales orders were approximately S$11.71 million. Based on our Group’s current understanding of our customers’ project schedule, S$8.27 million of these sales orders will be recognised in FY2013 with the remainder expected to be recognised in FY2014. As at the Latest Practicable Date, we have completed S$2.47 million of these orders.

As at the Latest Practicable Date, our order books based on confi rmed sales orders were approximately S$17.46 million.

BUSINESS STRATEGIES AND FUTURE PLANS

Our business strategies and future plans to drive the future growth and expansion of our business are as follows:

To expand our operations in the Middle East and Taiwan

Currently, our UAE subsidiary, Gliderol International ME which has a manufacturing facility, provides technical and ground support for our Group’s products and services in the Middle East.

Our Directors believe that the construction of commercial and industrial buildings (including the MRO industry) in the Middle East will remain vibrant and this will result in increased demand for commercial and industrial doors such as fi re-rated shutter systems and hangar door systems. As such, we intend to expand our distribution network in the Middle East to tap on this demand.

We also have a newly established Taiwan subsidiary, Gliderol Doors Taiwan which will initially focus on supplying door components to our Group and other parties and on distribution of our products in Taiwan.

As with the Middle East market, our Directors believe that the construction of commercial and industrial buildings in Taiwan will remain vibrant and this will result in increased demand for commercial and industrial doors.

It is intended that when the business of Gliderol Doors Taiwan ramps up, Gliderol Doors Taiwan will set up its own manufacturing facilities.

To enhance our production and installation capability

Most of our Manufactured Products are fabricated in our facility at 86 International Road, where the bulk of our manufacturing equipment such as roll forming machines are situated. In order to increase our production effi ciency, we intend to purchase new machinery to replace some of our existing older equipment and/or increase our existing capability.

We intend to use S$0.60 million of the net proceeds from the issue of the New Shares for the purchase of new machinery and equipment.

To continue to focus on our product development efforts

Our industry is technology-based and we intend to focus on works with higher technical complexities as we believe that, going forward, there will be an increasing demand for higher performance, specialised or regulated door and shutter systems. The competitive environment for such door and shutter projects is typically less intense as compared to general door and shutter projects. Developing our ability to undertake such projects will enable us to continue positioning ourselves favourably in the industry.

In line with our strategy, we have a dedicated team of full-time research and development personnel to develop and improve our capabilities and technological expertise. Through this, we aim to improve on and expand our existing product range to meet such market demands and continue to enhance our position as a one-stop door and shutter systems provider.

We intend to utilise S$0.40 million of the net proceeds from the issue of the New Shares for product development activities.

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To expand and develop our businesses into new markets through acquisitions, joint ventures and/or strategic alliances

We may also expand our businesses, whether in Singapore or overseas, through acquisitions, joint ventures and/or for strategic alliances that we believe will complement our current and future businesses. We believe that suitable acquisitions, joint ventures and/or strategic alliances will give us access to new markets and customers as well as new businesses. They will also bring about greater economies of scale and provide an impetus for our future growth.

As at the Latest Practicable Date, we are not engaged in any formal discussion with any party for acquisitions, joint ventures or strategic alliances. Should such opportunities arise, we will seek the requisite approval, where necessary, from our Shareholders and the relevant authorities as may be required by the relevant rules and regulations.

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GOVERNMENT REGULATIONS

As at the Latest Practicable Date, our business operations are principally carried out in Singapore and the UAE. Save as disclosed below, as at the Latest Practicable Date, our business operations in Singapore and the UAE are not subject to any special legislation or regulatory control other than those generally applicable to companies (including foreign investment companies) and businesses incorporated and/or operating in Singapore and the UAE.

We have identifi ed the main laws and regulations (apart from those pertaining to general business requirements) that materially affect our operations and the relevant regulatory bodies.

Our Directors believe that our businesses and operations in Singapore, the UAE and elsewhere have complied with all applicable laws and regulations generally applicable to companies and businesses operating in the respective countries of incorporation that would materially affect our business operations. Save as disclosed herein, we do not require any other material licences, registrations, permits or approvals in respect of our operations apart from those pertaining to general business registration requirements. As at the Latest Practicable Date, our Directors believe that we are not in breach of any laws or regulations applicable to our business operations in Singapore, the UAE and elsewhere that would materially affect our business operations.

Details of these laws and regulations (apart from those pertaining to general business requirements) are set out below:

I. Singapore

(a) Workplace Safety and Health Act

The Workplace Safety and Health Act (Cap. 354A) (the “WSHA”) provides that every employer has the duty to take, so far as is reasonably practicable, such measures as are necessary to ensure the safety and health of his employees at work. These measures include providing and maintaining for the employees a work environment which is safe, without risk to health, and adequate as regards the facilities and arrangements for their welfare at work, ensuring that adequate safety measures are taken in respect of any machinery, equipment, plant, article or process used by the employees, ensuring that the employees are not exposed to hazards arising out of the arrangement, disposal, manipulation, organisation, processing, storage, transport, working or use of things in their workplace or near their workplace and under the control of the employer, developing and implementing procedures for dealing with emergencies that may arise while those persons are at work and ensuring that the person at work has adequate instruction, information, training and supervision as is necessary for that person to perform his work. The relevant regulatory body is the MOM.

Any person who desires to occupy or use any premises as a factory not falling within the classes of factories described within the First Schedule of the WSHA, shall, before the commencement of operation of the factory, submit a notifi cation to the Commissioner for Workplace Safety and Health (the “CWSH”) informing the CWSH of his intention to occupy or use those premises as a factory. The notifi cation is not subject to any renewal requirements. However, the CWSH may serve a remedial order or a stop-work order in respect of a workplace if he is satisfi ed that (i) the workplace is in such condition, or is so located, or any part of the machinery, equipment, plant or article in the workplace is so used, that any process or work carried on in the workplace cannot be carried on with due regard to the safety, health and welfare of the persons at work; (ii) any person has contravened any duty imposed by the WSHA; or (iii) any person has done any act, or has refrained from doing any act which, in the opinion of the CWSH, poses or is likely to pose a risk to the safety, health and welfare of persons at work. The remedial order shall direct the person served with the order to take such measures, to the satisfaction of the CWSH, to, amongst others, remedy any danger so as to enable the work or process in the workplace to be carried on with due regard to the safety, health and welfare of the persons at work, whilst the stop-work order shall direct the

114

person served with the order to immediately cease to carry on any work indefi nitely or until such measures as are required by the CWSH have been taken to remedy any danger so as to enable the work in the workplace to be carried on with due regard to the safety, health and welfare of the persons at work.

We have not been served with any stop-work order during the Period under Review and up to the Latest Practicable Date.

Workplace Safety and Health (Registration of Factories) Regulations 2008 (the “2008 WSH

Factories Regulations”)

Pursuant to the 2008 WSH Factories Regulations which came into operation on 1 November 2008 repealing the Workplace Safety and Health (Registration of Factories) Regulations 2006, any person who desires to occupy or use any premises as a factory falling within any of the classes of factories described in the First Schedule of the 2008 WSH Factories Regulations must apply to the CWSH to register the premises as a “factory” one (1) month before the factory starts operations. A certifi cate of registration issued by the CWSH in respect of any factory under Part I of the First Schedule is valid for a period of fi ve (5) years, or such other period as the CWSH may determine, and may be renewed subsequently upon the payment of a renewal fee. A certifi cate of registration issued by the CWSH in respect of any factory under Part II of the First Schedule shall remain in force from the date of its issue until such time as it is revoked.

Under the 2008 WSH Factories Regulations, any person who desires to occupy or use any premises as a factory not falling within any of the classes of factories described in the First Schedule of the 2008 WSH Factories Regulations shall, before the commencement of operation of the factory, submit a notifi cation to the CWSH informing the CWSH of his intention to occupy or use those premises as such a factory. The notifi cation is not subject to any renewal requirements. However, in the event that the CWSH is of the view that the factory in respect of which a notifi cation has been submitted is to pose or likely to pose a risk to the safety, health and welfare of persons at work in the factory, the CWSH may, by notice in writing (i) specify the date from which the notifi cation shall cease to be valid; and (ii) direct the occupier of the factory to register the factory notwithstanding that the factory does not fall within any of the classes of the factories described in the First Schedule.

As our premises at 86 International Road do not fall within any of the classes of the factories described in the First Schedule of the 2008 WSH Factories Regulations, a notifi cation to the CWSH for each of the premises will suffi ce. We had submitted the relevant notifi cations to the CWSH.

Workplace Safety and Health (General Provisions) Regulations

Additional duties imposed on employers are also set out in the Workplace Safety and Health (General Provisions) Regulations (“WSHR”) including taking effective measures to protect persons at work from the harmful effects of any exposure to any biohazardous material which may constitute a risk to their health, ensuring adequate ventilation and maintaining suffi cient and suitable lighting.

Pursuant to the WSHR, the following equipment, inter alia, are required to be tested and examined by an examiner (“Authorised Examiner”), who is authorised by the CWSH, before they can be used in a factory and thereafter, at specifi ed intervals:

hoist or lift;

lifting gears; and

lifting appliances and lifting machines.

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Upon examination, the Authorised Examiner will issue and sign a certificate of test and examination, specifying the safe working load of the equipment. Such certifi cate of test and examination shall be kept available for inspection. Under the WSHR, it is the duty of the owner of the equipment/occupier of the factory to ensure that the equipment complies with the provisions of the WSHR and to keep a register containing the requisite particulars with respect to the lifting gears, lifting appliances and lifting machines.

In addition to the above, under the WSHA, inspectors appointed by the CWSH may, inter alia, enter, inspect and examine any workplace and any machinery, equipment, plant, installation or article at any workplace, to make such examination and inquiry as may be necessary to ascertain whether the provisions of the WSHA are complied with.

Workplace Safety and Health (Construction) Regulations 2007 (“WSHCR”)

The Company is also subject to Workplace Safety and Health (Construction) Regulations 2007 (“WSHCR”). Under WSHCR, every occupier of a worksite shall implement and maintain at all times a safety and health management system for the purpose of ensuring the safety and protecting the health of every person within the worksite, whether or not the person is at work or is an employee of the occupier. A workplace safety and health co-ordinator shall be appointed by the occupier in respect of every worksite where the contract sum of the building operation or works of engineering construction carried out therein is less than S$10 million. Any occupier of a worksite who contravenes this shall be guilty of an offence and shall be liable on conviction to a fi ne not exceeding S$10,000 and, in the case of continuing offence, to a further fi ne not exceeding S$1,000 for every day or part thereof during which the offence continues after conviction. The workplace safety and health co-ordinator’s duty, in respect of a worksite, is to:

(a) assist the occupier of the worksite to identify any unsafe condition in the worksite or unsafe work practice which is carried out in the worksite;

(b) recommend to the occupier of the worksite to implement such reasonably practicable measures to remedy the unsafe condition or unsafe work practice; and

(c) assist the occupier of the worksite to implement such reasonably practicable measures referred to in sub-paragraph (b) above.

Any workplace safety and health co-ordinator who, without reasonable excuse, contravenes his duties pursuant to the WSHCR shall be guilty of an offence and shall be liable on conviction to a fi ne not exceeding S$1,000 and, in the case of a second and subsequent offence, to a further fi ne not exceeding S$5,000.

Where the contract sum of the building operation or works of engineering construction to be carried out in a worksite is S$30 million or more, it shall be the duty of the occupier of the worksite to appoint a workplace safety and health auditor to audit the safety and health management system of the worksite at least once every six months. Where the contract sum of the building operation or works of engineering construction to be carried out in a worksite is less than S$30 million, it shall be the duty of the occupier of the worksite to (a) conduct a review of the safety and health management system of the worksite at least once every six months; and (b) if directed by the CWSH, appoint a workplace safety and health auditor to audit the safety and health management system of the worksite.

(b) Employment of Foreign Manpower Act

The availability and the employment cost of skilled and unskilled foreign workers are affected by the government’s policies and regulations on the immigration and employment of foreign workers in Singapore. The policies and regulations are set out in, inter alia, the Employment of Foreign Manpower Act (Chapter 91A) of Singapore and the relevant Government Gazettes.

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The availability of the foreign workers to the building and construction industry and the manufacturing industry is dependent on, inter alia, the MOM’s policies in connection with:

(a) the countries from which foreign workers may be sourced;

(b) the requirements and procedures for the issuance of work permits;

(c) the imposition of security bonds and levies; and

(d) the dependency ceilings based on the ratio of local to foreign workers.

In relation to the employment of foreign unskilled workers, employers must ensure that such persons apply for a work permit (“Work Permit”). The Work Permit is intended for unskilled foreigners who earn a monthly basic salary of less than S$2,000. In the manufacturing sector, Work Permit holders may be sourced only from Malaysia, Taiwan, Hong Kong, South Korea, Macau and the PRC. In the construction sector, Work Permit holders may be sourced only from Malaysia, the PRC, India, Sri Lanka, Thailand, Bangladesh, Myanmar, Philippines, Hong Kong, Macau, South Korea and Taiwan.

In relation to the employment of foreign mid-level skilled workers, employers must ensure that such persons apply for an “S Pass”. The S Pass is intended for mid-level skilled foreigners who earn a monthly fi xed income of at least S$2,000, which will be increased to S$2,200 with effect from 1 July 2013, as announced in the Singapore Budget 2013.

The dependency ratio limit for S Pass and Work Permit holders in the manufacturing industry is currently 60.0%. This means that a company in the manufacturing sector can employ foreign workers (S Pass and Work Permit holders) up to 60.0% of its total workforce. By way of illustration, for every full-time Singapore Citizen or Singapore Permanent Resident our Company employs, our Company may employ approximately 1.5 foreign workers on S-Passes and Work Permits. The dependency ratio limit for S Pass is currently 20.0% for all industries. This allows a company in the manufacturing industry to employ S Pass holders up to 20.0% of its workforce. Accordingly, for every full-time Singapore Citizen or Singapore Permanent Resident our Company employs, our Company may employ 0.25 S Pass holders.

As at the Latest Practicable Date, approximately 66.3% of our employees in Singapore are foreign workers. The supply of skilled workers is subject to demand and supply conditions in the labour market and the local and foreign governments’ labour regulations.

Under the Employment of Foreign Manpower (Work Passes) Regulations 2012 (passed pursuant to the Employment of Foreign Manpower Act (Chapter 91A) of Singapore), employers of Work Permit holders are required, inter alia, to:

(a) subsidise medical expenses of the foreign worker (unless agreed otherwise);

(b) provide safe working conditions;

(c) provide acceptable accommodation consistent with any law or governmental regulations; and

(d) provide and maintain medical insurance for inpatient care and day surgery, with coverage of at least S$15,000 per every 12-month period.

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

(a) subsidise medical expenses of the foreign worker (unless agreed otherwise); and

(b) provide and maintain medical insurance for inpatient care and day surgery, with coverage of at least S$15,000 per every 12-month period.

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The employment of foreign workers is also subject to the payment of levies. In the manufacturing industry, the amount of foreign worker levy payable on each unskilled Work Permit holder ranges from S$330 to S$500 per month, while the amount of foreign worker levy payable on each skilled Work Permit holder ranges from S$230 to S$500 per month. From 1 July 2013, the amount of foreign worker levy payable on each unskilled Work Permit holder will range from S$350 to S$550 per month, while the amount of foreign worker levy payable on each skilled Work Permit holder will range from S$250 to S$550 per month. In all industries, the amount of foreign worker levy payable on each S Pass holder is either S$250 or S$390 per month, depending on the company’s ratio of local to foreign workers. From 1 July 2013, the amount of foreign worker levy payable on each S Pass holder in all industries will be increased to either S$300 or S$450 per month, depending on the company’s ratio of local to foreign workers.

In the Singapore Budget 2013, the Singapore government announced that it will raise foreign worker levies across the board in July 2014 and July 2015. According to the press release by the MOM dated 26 February 2013, in the manufacturing industry, the amount of foreign worker levy payable on each unskilled Work Permit holder will (from 1 July 2014) range from S$370 to S$650 per month and will (from 1 July 2015) range from S$400 to S$700. In all industries, the amount of foreign worker levy payable on each S Pass holder will (from 1 July 2014) be either S$315 or S$550 per month, or (from 1 July 2015) be either S$330 or S$650 per month, depending on the company’s ratio of local to foreign workers.

An employer of foreign workers is also subject to, inter alia, the provisions set out in the Employment Act (Chapter 91) of Singapore, the Employment of Foreign Manpower Act (Chapter 91A) of Singapore, the Immigration Act (Chapter 133) of Singapore and the regulations issued pursuant to the Immigration Act.

During the Period under Review and up to the Latest Practicable Date, our Group has been in compliance with the Employment of Foreign Manpower (Work Passes) Regulations 2012 (passed pursuant to the Employment of Foreign Manpower Act (Chapter 91A) of Singapore, Employment Act (Chapter 91) of Singapore, the Employment of Foreign Manpower Act (Chapter 91A) of Singapore or the Immigration Act (Chapter 133) of Singapore and the regulations issued pursuant to the Immigration Act.

(c) Work Injury Compensation Act

The Work Injury Compensation Act (Chapter 354) of Singapore (“WICA”), which is regulated by the MOM, applies to all employees in all industries engaged under a contract of service in respect of injury suffered by them in the course of their employment and sets out, inter alia, the amount of compensation they are entitled to and the method(s) of calculating such compensation.

The WICA provides that if in any employment personal injury by accident arising out of and in the course of the employment is caused to an employee, the employer shall be liable to pay compensation in accordance with the provisions of the WICA.

Further, the WICA provides, inter alia, that, where any person (referred to as the principal) in the course of its business or for the purpose of his trade or business contracts with any other person (referred to as the contractor) for the execution by the contractor of the whole or any part of any work, or for the supply of labour to carry out any work, undertaken by the principal, the principal shall be liable to pay to any employee employed in the execution of the work any compensation which he would have been liable to pay if that employee had been immediately employed by the principal.

Employers are required to maintain Work Injury Compensation insurance for two (2) categories of employees engaged under contracts of service (unless exempted) - First, all employees doing manual work and second, non-manual employees earning S$1,600 or less a month.

Our subsidiary, Gliderol Doors, has in place workmen’s compensation insurance policies to cover its statutory obligations and liabilities under the WICA.

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(d) Building and Construction Industry Security of Payment Act

Prior to the introduction of the BCISPA, a construction contract between a main contractor and a sub-contractor would typically contain a “pay when paid” provision. Such provision would provide that the liability of the main contractor to pay money owing to the sub-contractor is contingent or conditional on payment to the main contractor by a third party of the whole or part of that money, or make the due date for payment of money owing by the main contractor to the sub-contractor contingent or conditional on the date on which payment of the whole or any part of that money is made to the main contractor by the third party. With the introduction of the BCISPA by the Ministry of National Development, such “pay when paid” provisions in construction or supply contracts are now rendered unenforceable and have no effect in relation to any payment for construction work carried out or undertaken to be carried out, or for goods or services supplied or undertaken to be supplied, under the contract.

The BCISPA, regulated by the BCA, confers a statutory entitlement to progress payments on any person who has carried out any construction work or supplied any goods or services under a contract. The BCISPA also contains provisions relating to, amongst others, the amount of the progress payment to which a person who has carried out any construction work is entitled under a contract, the valuation of the construction work carried out and the date on which a progress payment becomes due and payable (even where a construction contract does not provide for such date). In addition, the BCISPA, amongst others, endorses the following rights:

(a) the right of a claimant (being the person who is or claims to be entitled to a progress payment) who, in relation to a construction contract, fails to receive payment by the due date of an amount that is proposed to be paid by the respondent (being the person who is or may be liable to make a progress payment under a contract to a claimant) and accepted by the claimant, to make an adjudication application in relation to the payment claim. The BCISPA has established an adjudication process by which a person may claim payments due under a contract and enforce payment of the adjudicated amount;

(b) the right of a claimant to suspend the carrying out of construction work or supply of goods or services, and to exercise a lien over goods supplied by the claimant to the respondent that are unfi xed and which have not been paid for, or to enforce the adjudication as if it were a judgment debt, if such claimant is not paid after it obtains judgment against the respondent pursuant to an adjudication; and

(c) where the respondent fails to pay the whole or any part of the adjudicated amount to a claimant, the right of a principal of the respondent (being the person who is liable to make payment to the respondent for or in relation to the whole or part of the construction work that is the subject of the contract between the respondent and the claimant) to make direct payment of the outstanding amount of the adjudicated amount to the claimant, together with the right for such principal to recover such payment from the respondent.

(e) Fire Code 2013

The FSA was enacted in 1993 as the main legislative instrument to ensure the fi re safety of buildings in Singapore. The FSA was recently amended to strengthen the operational effectiveness of the SCDF and raise the fi re safety standards and raise the fi re safety standards of buildings and premises in Singapore.

Under the FSA, the owner of any public building, with an occupant load of more than 200 persons, any other particular building, or any building in any other class of buildings, designated by the Minister is required to obtain a fi re certifi cate. Any person who fails to comply with the requirement to apply and obtain a fi re certifi cate shall be guilty of an offence and shall be liable on conviction to monetary fi nes and/or custodial sentences.

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The Fire Safety (Building Fire Safety) Regulations (“FSR”) sets out the requirements to obtain a fi re certifi cate. A fi re certifi cate will be granted in respect of a building if the fi re safety works have been completed in accordance with the provisions of the FSA and the FSR. The FSR also states that all fi re safety works shall be conducted and maintained in accordance with the FSR, the Fire Code and any instructions issued by the Commissioner of the SCDF under the FSR.

The latest version of the Fire Code (2013) was recently published to replace the Fire Code (2007). With the increasing use of fi re shutters as a means to comply with fi re compartmentation requirement in the Fire Code, the Fire Code Review Committee of the SCDF had conducted a review with the purpose of stipulating the conditions for its use. Following the review, the SCDF introduced changes to the Fire Code (2007) for the use of fi re shutters.

Under the new Fire Code (2013), a fi re shutter is permitted to be used as compartment wall except for fi re compartmentation of fi re command centre and means of escape which include exit staircase, smoke-stop lobby/fi re-fi ghting lobby and internal exit passage way. The fi re shutters which are used to protect openings in compartment wall or compartment fl oor, should have the necessary fi re resistance including thermal insulation and should not be less than that of the compartment wall or compartment fl oor. However, fi re shutters which are installed at the edge of atria or voids such as escalator void areas and between fl oors and door way, need not have the requisite thermal insulation. The Fire Code also requires that the commonly used shutters such as vertical, horizontal and lateral fi re shutters should comply with SS489:2001.

II. The UAE

The UAE is a federation of seven (7) emirates. Each emirate is subject to federal law, and also has its own local laws. Gliderol International ME, established in the Hamriyah Free Zone, Sharjah, is subject to, inter alia, the following laws:

(a) Federal Law No. 8 of 1980 Regarding Organisation of Labour Relations (as amended) (the “UAE Labour Law”);

(b) Hamriyah Free Zone Implementing Rules and Regulations Concerning the Establishment of a Free Zone Establishment at the Hamriyah Free Zone Issued Pursuant to Sharjah Emiri Decree No. 6 of 1995 (“Implementing Rules and Regulations Concerning the Establishment of Free Zone Establishments”);

(c) Federal Law No. 18 of 1981 Concerning Commercial Agencies (the “Commercial Agency Law”);

(d) Federal Law No. 5 of 1985 (the “Civil Code”); and

(e) Federal immigration laws.

Under the UAE Labour Law and the UAE immigration laws, in order to work and reside in the UAE, it is mandatory for foreign workers to have a UAE residence visa and a work permit and to have entered into an employment agreement which is compliant with the UAE Labour Law. The UAE authorities may take action on companies which do not or previously did not comply with the UAE Labour Law or UAE immigration laws, including those that do not or did not meet the residence visa or work permit requirements. Such companies may be subject to, amongst others, a fi ne and may face restrictions on their ability to engage additional foreign employees in the UAE.

In addition to the UAE Labour Law, the Hamriyah Free Zone requires companies/establishments to enter into a personnel secondment agreement with the free zone authority pursuant to which the free zone authority sponsors the UAE residence permits, visas and health cards of the employees and thereafter seconds the employees to the free zone company/establishment. The employees enter into standard form employment agreements with the free zone company/establishment and for all practical purposes remain under the employment of the free zone entity.

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In order to set up a place of business in the free zone, the free zone authority requires entities established in the free zone to lease premises within the geographical limits of the free zone. Depending on the number of employees employed, a certain minimum sized space must be leased from the free zone authority.

The sale of products within the UAE through a distributor requires the distributor to be registered as a commercial agent in accordance with the provisions of the Commercial Agency Law. The foreign principal and the local distributor are required to enter into a commercial agency agreement which must be registered with the UAE Ministry of Economy, Commercial Agencies Department. In order for the commercial agency agreement to be registered, the local agent must be a UAE national or a corporate entity that is 100% owned by UAE nationals. Non-registration of this agreement will result in such agreement being unenforceable in the UAE courts. The Commercial Agency Law also specifi es a fi ne of AED 5,000 or closure of premises as penalties that may be levied on any person for violating the provisions of this law (which includes engaging in distribution of goods in the UAE without having a registered commercial agency agreement). Although the text of the Commercial Agency Law suggests that this penalty is only applicable to local agents, the UAE Ministry of Economy could seek to levy the penalty on foreign principals as well. The penalties associated with non-registration are generally not enforced by the UAE authorities.

Notwithstanding the above, most foreign principals (including free zone companies) prefer not to register their commercial agency agreements with the UAE Ministry of Economy due to the protections accorded to local commercial agents under the Commercial Agency Law. UAE counsel has advised that the risks of having an unregistered (and hence unenforceable) distribution agreement are generally considered to be less onerous than having a registered distribution agreement (which entitles the local agent to legal protections). These protections include: (i) protection from termination; and (ii) exclusivity within the agent’s area of operation. In respect of the latter, the agent not only has the ability to stop sales in the UAE through third parties but is also entitled to receive commission for any direct sales by principal within its territory or for any sales through unregistered agents.

The distribution and sale of fi re-rated doors, emergency exit doors and fi re-rated rolling shutter doors in the UAE also require approval from, and registration with, the Civil Defence departments of the respective Emirates in the UAE where these products are distributed. In order to approve and register these products, the Civil Defence departments require these products to be distributed through a local distributor registered as a commercial agent with the UAE Ministry of Economy. A single distributor may be registered for all of the UAE or separate distributors could be appointed for different Emirates.

Products other than fi re-rated doors, emergency exit doors and fi re-rated rolling shutter doors may be sold without Civil Defence approval and hence they may be distributed through an unregistered commercial agent. As noted above, this will attract penalties under the Commercial Agency Law but these penalties are not generally enforced by the authorities.

Gliderol International ME has registered a local distributor, Gliderol Doors Trading, a sole

establishment owned by a UAE national, as a commercial agent with the Ministry of Economy for FRSC, IFS 50 240 and TIFS products. Gliderol International ME is in the process of procuring Civil Defence approval for sale of such products in the UAE. In addition, Gliderol International ME will register a local commercial agent in the UAE in respect of its other products prior to the sale of such other products in the UAE.

Free zone companies are considered outside the customs area of the UAE. Consequently, products produced outside the UAE or in any of the UAE’s free zones may be sold in the UAE after payment of a fi ve per cent. (5%) customs duty.

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Hamriyah Free Zone, Sharjah in the UAE

The UAE is a federation of seven (7) emirates made up of Abu Dhabi, Dubai, Sharjah, Ajman, Umm Al Quwain, Fujairah and Ras Al Khaimah. Each Emirate is subject to federal laws and decrees, local laws and Shari’a (Islamic law). Various free zones have been established in the different Emirates including the Hamriyah Free Zone in the Emirate of Sharjah. The Hamriyah Free Zone, Sharjah has been established under Emiri Decree No. 6 of 1995. Pursuant to the Emiri Decree, the Hamriyah Free Zone, Sharjah Authority is empowered to introduce its own legislation in relation to the Hamriyah Free Zone, Sharjah. The Hamriyah Free Zone has issued certain Implementing Rules and Regulations Concerning the Establishment of Free Zone Establishments within the free zone.

Foreign and local investors wishing to establish a commercial presence in the Hamriyah Free Zone, Sharjah are required to submit the prescribed application to the Hamriyah Free Zone, Sharjah Authority. Foreign or local investors are permitted to establish “single shareholder” companies known as Free Zone Establishments (“FZE”) which are 100% held by a single foreign or local investor or multiple shareholder companies known as Free Zone Companies (“FZC”) which are held by not less than two (2) and not more than fi ve (5) foreign or local investors.

There are three (3) categories of licences issued by the Hamriyah Free Zone, Sharjah Authority (trading/commercial, services and industrial) pursuant to which the licensee is permitted to undertake licensed activities within the Hamriyah Free Zone, Sharjah.

The Hamriyah Free Zone, Sharjah Authority currently provides for customs duties exemptions on all products imported to the Hamriyah Free Zone, Sharjah or manufactured or processed therein. Customs duties and fees are exempt on products exported from the Hamriyah Free Zone, Sharjah. The entities registered in the Hamriyah Free Zone, Sharjah are currently exempted from taxes in relation to its business in the Hamriyah Free Zone, Sharjah and are excluded from any restrictions on the repatriation of capital or profi ts of the business outside the Hamriyah Free Zone, Sharjah.

FZEs and other registered entities in the Hamriyah Free Zone, Sharjah are obligated to maintain their head offi ce in the Hamriyah Free Zone, Sharjah. Such entities are required to lease space from the free zone authority for establishing their facilities, including offi ce, commercial/trading or manufacturing facilities.

To the best of our Directors’ knowledge, as at the Latest Practicable Date, Gliderol International ME has obtained all requisite licences to conduct its current business operations within the Hamriyah Free Zone, Sharjah.

To the best of our Directors’ knowledge, as at the Latest Practicable Date, we have obtained all requisite approvals and licences and we are in compliance with all laws and regulations that would materially affect our business operations.

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INTERESTED PERSON TRANSACTIONS

In general, transactions between our Group and any of its interested persons (namely, our Directors, CEO or controlling shareholders of our Company or the Associates of such Directors, CEO or controlling shareholders) would constitute interested person transactions for the purpose of Chapter 9 of the Listing Manual. This section sets out details of interested person transactions for the last three (3) fi nancial years ended FY2012 and for the period commencing from 1 October 2012 up to the Latest Practicable Date (the “Relevant Period”).

Save as disclosed below and in the section entitled “Restructuring Exercise” of this Offer Document, our Group does not have any other material transactions with any of its interested persons during the Relevant Period.

INTERESTED PERSONS

The following persons or companies are considered “interested persons” or related persons for the purposes of this section and the section entitled “Potential Confl icts of Interests” of this Offer Document.

(a) Michael Wong

Michael Wong, as our Chairman and CEO and controlling shareholder having a direct and indirect interest of more than 15% of the issued shares in our Company through D’Oasis immediately after the Invitation, is an interested person of our Company.

(b) D’Oasis

D’Oasis, a company incorporated in Singapore, is an investment holding company.

D’Oasis owns 94.0% of our Shares as at the Latest Practicable Date. Following completion of the Invitation, D’Oasis will hold 88,500,000 Shares representing 79.0% of our post-Invitation share capital and is a controlling shareholder of our Company.

D’Oasis is 80.0% owned by Michael Wong, our Chairman and CEO, and the balance 20.0% is held equally by his spouse, Chan Yoke Kuen and his son, Jared Wong.

(c) GAL

GAL, a company incorporated in Hong Kong, is principally engaged in the trading and sale of door components.

From 1 October 2010 up to the Latest Practicable Date, GIID owns 66.0% of the issued share capital of GAL. The remaining 34.0% in GAL are held by GTL.

GIID, a company incorporated in Australia, is an investment holding company. From the date of

incorporation of GIID to January 2011, Michael Wong was the 49.0% shareholder of GIID. He became the sole shareholder of GIID thereafter.

As at the Latest Practicable Date, it is intended that both GAL and GIID will be voluntarily wound up.

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PAST INTERESTED PERSON TRANSACTIONS

1. Sale and purchase transactions with interested persons

1.1 GAL has in the past sold certain door components to our Group. The transactions between GAL and our Group during the Relevant Period were as follows:

FY2010(S$)

FY2011(S$)

FY2012(S$)

From 1 October 2012 to the Latest Practicable Date

(S$)

Purchases from GAL 57,596 196,758 141,884 –

Whilst the aforementioned transactions were on normal commercial terms, our Directors are of the opinion that they were not on arm’s length basis as GAL’s only two (2) customers were ourselves and Gliderol Australia which was a shareholder of GIID.

Following the admission of our Company to Catalist, our Group does not intend to enter into such

similar transactions with GAL. As at the Latest Practicable Date, it is intended that GAL will be voluntarily wound up.

1.2 In FY2012, Gliderol Doors had sold 2,828,250 CIT units held by it to D’Oasis for S$1.77 million.

In 2006, Gliderol Doors initially acquired 14,411,765 CIT units when it sold its premises at 86 International Road and 88 International Road to RBC Dexia, acting in the capacity as the trustee of CIT, for a consideration of S$14 million. The consideration for the sale was paid 30% in cash and 70% in CIT units.

On 4 September 2012, Gliderol Doors sold the remaining 2,828,250 CIT units then held for cash for its working capital purposes.

These CIT units were sold to D’Oasis as Gliderol Doors believed that it could obtain the best price from D’Oasis, a related party in view of the signifi cant number of units being disposed.

This was a one off transaction and was effected off market at the closing market price of the CIT units traded on the SGX-ST on 4 September 2012.

Accordingly, our Directors are of the opinion that the aforementioned transaction was on normal commercial terms and was on arm’s length basis.

As this was a one off transaction, our Group will not be entering into such similar transactions with D’Oasis in the future.

2. Purchase and assignment of inventions from Michael Wong

In FY2011, Gliderol Doors purchased an invention entitled “Insulated Fire Shutter” from Michael Wong for a purchase consideration of S$1,620,000, which was determined based on a valuation conducted by an independent valuer on 4 March 2011. In valuing the Insulated Fire Shutter invention, the independent valuer has used the “relief from royalty” method(1).

The aforementioned transaction was carried out on normal commercial terms and on an arm’s length basis, based on an independent valuation of the patent.

On 25 February 2013, Gliderol Doors acquired from Michael Wong the rights, title and interest in two (2) inventions entitled “Louvred Shutter” and “Improvements to Roller Shutters” for a nominal consideration of S$1. No independent valuation of the patents was carried out. Although the acquisition was not entered on an arm’s length basis, it was benefi cial to our Group.

(1) The underlying premise of this method is that the subject technology asset has a value equal to the present value of the royalty income attributable to it. The royalty income attributable to the patent represents the cost savings of not having to pay royalties to license the use of the patent from the owner as a result of patent ownership.

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3. Loans to Michael Wong

Our subsidiary, Gliderol Doors had prior to the Relevant Period granted loans to Michael Wong for personal use. The loans were unsecured, had no fi xed terms of repayment and interest bearing at the rate of 6.0% per annum. This interest rate is higher than the average prime lending rate quoted by leading banks and fi nance companies in Singapore during FY2010 and FY2011. Accordingly, although the terms of the loans were not on an arm’s length basis, it was benefi cial to our Group.

As at the beginning of the Relevant Period, an aggregate amount of S$2,590,450 comprising principal and interest was outstanding.

The largest amount (comprising principal and interest) outstanding in each of FY2010 and FY2011 (based on month-end fi gures) was S$2,736,540 and S$1,320,729 respectively. The loans and interest were fully repaid by Michael Wong in two (2) separate tranches in FY2010 and FY2011 respectively. We do not intend to grant such loans to Michael Wong in the future.

4. Amounts due to and from Michael Wong

During the Relevant Period, Michael Wong had made a payment on behalf of our Company for certain professional services rendered to our Company.

During the Relevant Period, Gliderol Doors also made certain payments on behalf of Michael Wong for professional services in connection with his patents and personal expenses.

No interest was chargeable on these amounts due to and/or from Michael Wong and were therefore not entered into on an arm’s length basis.

The amounts due to and/or from Michael Wong as at the end of each of the last three (3) fi nancial years ended 30 September 2012 and as at the Latest Practicable Date were as follows:

FY2010(S$)

FY2011(S$)

FY2012(S$)

As at the Latest Practicable Date

(S$)

Amounts due from Michael Wong to Gliderol Doors 125,000 – 30,310 –

Amounts due to Michael Wong from our Company – – 1,402 –

As at the Latest Practicable Date, all amounts due to and/or from Michael Wong have been fully repaid. We do not expect to enter into similar transactions with Michael Wong in the future, following the admission of our Company to Catalist.

5. Advance by D’Oasis

In FY2012, as part of the Restructuring Exercise, D’Oasis had advanced to our Company an amount of S$0.2 million for the acquisition of shares in Gliderol Doors. The advance was unsecured, had no fi xed terms of repayment and was interest-free. Accordingly, although the terms of the advance were not on an arm’s length basis, it was benefi cial to our Group. The advance was fully repaid by our Company in November 2012. This was a one off transaction and we will not obtain such advance from D’Oasis in the future.

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PRESENT AND ON-GOING INTERESTED PERSON TRANSACTIONS

1. Provision of guarantees by Michael Wong

During the Relevant Period, Michael Wong had provided guarantees to secure the obligations of Gliderol Doors under certain banking facilities, details of which are set out below:

Financial institutions Facilities

Amount guaranteed

(S$)

Largest amount outstanding

based on month end balances

during the RelevantPeriod

(S$)

Amount outstanding as

at the Latest Practicable

Date(S$)

UOB Bridging loan under SPRING Singapore’s Local Enterprise Finance Scheme

1,000,000 905,022 67,894

UOB Overdraft and trade facilities 3,950,000 3,005,128 1,835,269

UOB Line of credit and letters of credit 2,000,000 Nil Nil

DBS Bank Banking facilities of up to S$800,000 comprising:

(i) Bridging loan under SPRING Singapore’s Local Enterprise Finance Scheme; and

(ii) Trade facilities

All monies 511,216 100,492

There were no fees paid to Michael Wong for providing the above guarantees. Accordingly, the above transactions are not carried out on an arm’s length basis or on normal commercial terms but are nonetheless not prejudicial to the interests of our Group. The largest amount guaranteed was S$16,220,000(2) during the Relevant Period.

Following the admission of our Company to Catalist, we intend to request for the discharge of the above personal guarantees by Michael Wong and replace them with corporate guarantees provided by our Group. Our Directors do not expect any material change in the terms and conditions of the relevant credit facilities arising from the discharge of the personal guarantees. Should any of the fi nancial institutions disagree to the release and we fail to secure alternative facilities on terms similar to those applicable to our current facilities, Michael Wong will continue to guarantee the facilities.

2. Provision of security by D’Oasis

As disclosed in the section entitled “Interested Person Transactions - Past Interested Person Transactions” above, D’Oasis had on 4 September 2012 purchased the 2,828,250 CIT units from Gliderol Doors. Prior to the sale of these units to D’Oasis, they had been pledged by Gliderol Doors to UOB as security for certain banking facilities granted by UOB to Gliderol Doors.

Following the purchase by D’Oasis of these units, they had continued to be pledged to UOB as security for the obligations of Gliderol Doors under the UOB banking facilities.

(2) The total amount of guarantees provided by Michael Wong under the current banking facilities letters is less than the total amount of guarantees provided by him under the previous banking facilities letters. Accordingly, the largest amount guaranteed for these banking facilities during the Relevant Period is higher than the total amount guaranteed.

126

There were no fees paid to D’Oasis for providing the above pledge of these units. Accordingly, the above transaction is not carried out on an arm’s length basis or on normal commercial terms but is nonetheless not prejudicial to the interests of our Group. The largest amount secured by the above pledge since the acquisition by D’Oasis of these units up to the Latest Practicable Date was S$2,492,766.

Following the admission of our Company to Catalist, we intend to request for the discharge of the above securities pledge by D’Oasis and replace them with corporate guarantees provided by our Group. Our Directors do not expect any material change in the terms and conditions of the relevant credit facilities arising from the discharge of the securities pledge. Should UOB disagree to the release and we fail to secure alternative facilities on terms similar to those applicable to our current facilities, D’Oasis will continue to grant the securities pledge.

OTHER TRANSACTIONS

GDM

GDM, a company incorporated in Malaysia on 19 April 1989, is principally engaged in the fabrication, trading, exporting and importing of all kinds of doors, door automation systems and related products.

From 1 October 2010 to 12 July 2012, Michael Wong held 85.0% of the issued share capital of GDM and the balance 15.0% was held by Gliderol Doors. Michael Wong and Gliderol Doors disposed their respective shares in GDM on 12 July 2012 and ceased to have any interest in GDM.

In FY2010, FY2011 and FY2012, GDM had sold certain materials for doors to Gliderol Doors, and made certain purchases of doors and components from Gliderol Doors. As GDM is currently not an interested person (as defi ned in the Listing Manual), these transactions are not interested person transactions.

The transactions between Gliderol Doors and GDM during FY2010, FY2011 and FY2012 were as follows:

FY2010(S$)

FY2011(S$)

FY2012(S$)

Purchases from GDM 2,783 1,965 66,236

Sales to GDM 29,862 30,105 5,422

Our purchases from GDM were not on an arm’s length basis. However, as the prices for the materials supplied to us by GDM were more favourable than that had we sourced for the materials in Singapore, we believe that the terms of the transactions were benefi cial to our Group.

Our sales to GDM were within the range of prices for similar products sold by us to our other customers and were on an arm’s length basis and on normal commercial terms.

In addition, Gliderol Doors had prior to the Relevant Period granted an advance of €500,000 to GDM for its business requirements. The advance was unsecured, had no fi xed terms of repayment and was not interest bearing. The terms of the advance were not on an arm’s length basis, and not on normal commercial terms.

The advance was fully repaid in FY2011. We do not intend to grant such advances to GDM in the future.

GUIDELINES AND REVIEW PROCEDURES FOR FUTURE INTERESTED PERSON TRANSACTIONS

All future interested person transactions will be properly documented and submitted to our Audit Committee for periodic review to ensure that they are carried out on an arm’s length basis, on normal commercial terms and will not be prejudicial to the interests of our minority Shareholders. Our Audit Committee will adopt the following procedures when reviewing interested person transactions.

127

In relation to any purchase of products or procurement of services from interested persons, successful quotes from at least two (2) unrelated third parties in respect of the same or substantially the same type of transactions will be used as comparison wherever possible. The purchase price or procurement price shall not be higher than the most competitive price of the two (2) comparative prices from the two (2) unrelated third parties. Our Audit Committee will review the comparables, taking into account, the suitability, quality and cost of the product or service, and the experience and expertise of the supplier.

In relation to any sale of products or provision of services to interested persons, the price and terms of two (2) other completed transactions of the same or substantially the same type of transactions to unrelated third parties are to be used as comparison wherever possible. The interested persons shall not be charged at rates lower than that charged to the unrelated third parties. When renting properties from or to an interested person, our Audit Committee shall take appropriate steps to ensure that such rent is commensurate with the prevailing market rates, including adopting measures such as making relevant enquiries with landlords of similar properties and obtaining suitable reports or reviews published by property agents (as necessary), including independent valuation report by a property valuer, where necessary and/or appropriate. The rent payable shall be based on the most competitive market rental rate of similar properties in terms of size and location, based on the results of the relevant enquiries.

In the event that it is not possible for appropriate information (for comparative purposes) to be obtained, our Audit Committee will determine whether the price, fees and/or the other terms offered by or to the interested persons are fair and reasonable, and approve such interested person transaction. In so determining, our Audit Committee will consider whether the price, fees and/or other terms are in accordance with usual business practices and pricing policies and consistent with the usual margins and/ or terms to be obtained for the same or substantially similar types of transactions to determine whether the relevant transaction is undertaken at an arm’s length basis and on normal commercial terms.

All interested person transactions above S$100,000 are to be approved by a member of our Audit Committee who shall not be an interested person in respect of the particular transaction. All interested person transactions below S$100,000 are to be approved by our CFO for the time being or such other senior executive(s) of our Company designated by our Audit Committee from time to time for such purpose.

Any contracts to be made with an interested person shall not be approved unless the pricing is determined in accordance with our usual business practices and policies, consistent with the usual margin given or price received by us for the same or substantially similar type of transactions between us and unrelated parties, and the terms are no more favourable to the interested person than those extended to or received from unrelated parties.

In addition, we shall monitor all interested person transactions entered into by us categorising the transactions as follows:

(a) a “category one” interested person transaction is one where the value thereof is equal to or in excess of three per cent. (3.0%) of the NTA of our Group; and

(b) a “category two” interested person transaction is one where the value thereof is below three per cent. (3.0%) of the NTA of our Group.

“Category one” interested person transactions must be approved by our Audit Committee prior to entry. “Category two” interested person transactions need not be approved by our Audit Committee prior to entry but shall be reviewed on a quarterly basis by our Audit Committee.

128

In respect of all interested person transactions, we shall adopt the following policies:

(a) In the event that a member of our Audit Committee is interested in any interested person transaction, he will abstain from deliberating, reviewing and/or approving that particular transaction.

(b) We shall maintain a register to record all interested person transactions which are entered into by our Group, including any quotations obtained from unrelated parties to support the terms of the interested person transactions.

(c) We shall incorporate into our internal audit plan a review of all interested person transactions entered into by our Group.

(d) Our Audit Committee shall review the internal audit reports at least half-yearly to ensure that all interested person transactions are carried out on an arm’s length basis and in accordance with the procedures outlined above. Furthermore, if during these periodic reviews, our Audit Committee believes that the guidelines and procedures as stated above are not suffi cient to ensure that the interests of minority Shareholders are not prejudiced, we will adopt new guidelines and procedures. The Audit Committee may request for an independent fi nancial adviser’s opinion as it deems fi t.

We shall ensure that all interested person transactions comply with the provisions in Chapter 9 of the Listing Manual, and if required, we will seek independent Shareholders’ approval for such transactions. In accordance with Rule 919 of the Listing Manual, interested persons and their Associates shall abstain from voting on resolutions approving interested person transactions involving themselves and our Group. In addition, such interested persons shall not act as proxies in relation to such resolutions unless voting instructions have been given by the Shareholder(s).

Our Board of Directors will ensure that all disclosures, approvals and other requirements on interested person transactions, including those required by prevailing legislation, the Listing Manual and relevant accounting standards, are complied with. We will disclose in our annual report the aggregate value of interested person transactions during the fi nancial year.

129

POTENTIAL CONFLICTS OF INTERESTS

All our Directors have a duty to disclose their interests in respect of any transaction in which they have any personal material interest or any actual or potential confl ict of interest (including a confl ict that arises from their directorship or employment or personal investment in any corporation). Upon such disclosure, such Directors will not participate in any proceedings of our Board and shall abstain from voting in respect of any such transaction where the confl ict arises.

Non-Competition Deed

GAL is a company incorporated in Hong Kong that was principally involved in the trading of door components. As at the Latest Practicable Date, GAL is inactive. GAL is 66.0% owned by GIID and 34.0% owned by GTL, which is the minority shareholder of our Taiwan subsidiary, Gliderol Doors Taiwan. GIID is an investment holding company that is 100.0% held by our Chairman and CEO, Michael Wong. It is intended that GAL and GIID will be voluntarily wound up.

Our Directors believe that as GAL is currently inactive and GAL and GIID will both be wound up, they are not competitors to our Group. Nonetheless, to mitigate any potential confl icts of interests, our Company has entered into a non-competition deed with Michael Wong and GIID (the “MW Non-Competition Deed”).

Under the MW Non-Competition Deed, each of Michael Wong and GIID irrevocably and unconditionally undertook that he/it will not either on his/its own account or through GAL, carry on or be employed, engaged, concerned, provide expertise or be interested directly or indirectly in, any business that may compete, directly or indirectly, with any business carried on from time to time by our Company or any of our present or future subsidiaries, that is in the business of the manufacture and supply of commercial and industrial doors and the provision of related services.

The MW Non-Competition Deed shall commence on the date on which our Shares commence trading on Catalist and shall terminate on the date on which GAL or GIID is wound up, whichever is the later.

Michael Wong and GIID have also, under the terms of the MW Non-Competition Deed, undertaken to procure the winding up of GAL as soon as practicable, and Michael Wong has undertaken to procure the winding up of GIID as soon as practicable.

In addition, GTL has confi rmed in writing to our Company, GIID and Michael Wong that it has no objections to the MW Non-Competition Deed and will take such action and vote its shares in GAL to facilitate the winding up of GAL.

Save as in the sections entitled “Interested Person Transactions”, “General Information on our Group - History and Development” and “General Information on our Group - Major Suppliers”, of this Offer Document, and save in respect of GAL, none of our Directors, Executive Offi cers, Substantial Shareholders or any of their Associates has any interest, direct or indirect, in:

(a) any material transactions to which we were or are to be a party;

(b) any company carrying on the same business or a similar trade which competes materially and directly with the existing business of our Group; and

(c) any enterprise or company that is our customer or supplier of goods and services.

Interests of Experts

No expert is interested, directly or indirectly, in the promotion of, or in any property or assets which have, within the two (2) years preceding the date of this Offer Document, been acquired or disposed of by or leased to our Company or any of our subsidiaries or are proposed to be acquired or disposed of by or leased to our Company or any of our subsidiaries.

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No expert is employed on a contingent basis by our Company or any of our subsidiaries; or has a material interest, whether direct or indirect, in our Shares or the shares of our subsidiaries; or has a material economic interest, whether direct or indirect, in our Company, including an interest in the success of the Invitation.

Interests of Sponsor, Underwriter and Placement Agent

In the reasonable opinion of our Directors, save as disclosed below and in the section entitled “General and Statutory Information - Management, Underwriting and Placement Arrangements” of this Offer Document, our Company does not have any material relationship with the Sponsor, the Underwriter and Placement Agent:

(a) CIMB is the Sponsor of the Invitation;

(b) CIMB Securities is the Underwriter and Placement Agent of the Invitation; and

(c) CIMB will be the continuing Sponsor of our Company for an initial period of three (3) years from the date our Company is admitted and listed on Catalist.

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DIRECTORS

Our Board of Directors is entrusted with the responsibility for the overall management of our Group. The particulars of our Directors are set out below:

Name Age Address Principal Occupation

Michael Wong 61 86 International RoadSingapore 629176

Chairman and CEO

Wu Chiaw Ching 56 Block 321 #08-368 Serangoon Avenue 2 Singapore 550321

Accountant

Goh Boon Kok 72 1 Claymore Drive #08-11 Orchard Towers (Rear Block) Singapore 229594

Accountant

Pebble Sia Huei-Chieh 39 279 River Valley Road#05-01 Singapore 238320

Advocate and Solicitor

Our Directors’ career and academic history, business experience and general areas of responsibility within our Group are set out below:

Michael Wong is our Chairman and CEO. He is responsible for our Group’s overall management, formulating our Group’s strategic directions and expansion plans, developing and maintaining relationships with our customers and suppliers and overseeing our Group’s general operations. He has more than 20 years of experience in the commercial and industrial doors industry. He established Gliderol Doors (formerly known as Divine Builders) in 1982 and as its Managing Director, he has been instrumental in the expansion of our Group and continually sources for investment opportunities to promote the growth of our Group’s business. Michael Wong attended the Building Technician Diploma course in Singapore Polytechnic from 1972 to 1973.

Wu Chiaw Ching was appointed as our Lead Independent Director on 21 March 2013. He has been the proprietor of Wu Chiaw Ching & Company since 1987. He is a fellow member of the Institute of Certifi ed Public Accountants of Singapore, the Association of Chartered Certifi ed Accountants, United Kingdom and Certifi ed Public Accountants, Australia and a member of the Singapore Institute of Directors. He was formerly an Independent Director of China Fashion Holdings Limited, a company listed on the SGX-ST and he is currently an Independent Director of the following companies listed on the SGX-ST: Goodland Group Limited, LHT Holdings Limited, Natural Cool Holdings Limited and Gaylin Holdings Limited. He holds a Bachelor of Commerce (Accountancy), from Nanyang University, Singapore and a Diploma in Business and Administration from Massey University, New Zealand. He also obtained a Diploma in Management Consultancy from the National Productivity Board, Singapore and a Master of Arts (Finance and Accounting) from Leeds Metropolitan University, United Kingdom.

Goh Boon Kok was appointed as our Independent Director on 21 March 2013. He is a Certifi ed Public Accountant who runs his own practice, Goh Boon Kok & Co which he established in 1977. He has more than 30 years of experience in both auditing and accounting through holding various positions with companies and government agencies. He served as the Regional Financial Controller at Richardson-Merrell Pte Ltd and the Chief Accountant at Far East Ship Building Industries Limited. Prior to that, he was a Financial and Cost Analyst at the Economic Development Board and the Assistant Examiner at the Inland Revenue Authority of Singapore.

Pebble Sia Huei-Chieh was appointed as our Independent Director on 21 March 2013. She is currently the Founder Director of Esquire Law Corporation. She commenced her legal practice in David Lim & Partners in 1997 and thereafter practiced at John Koh & Co which was renamed J Koh & Co. She was admitted as a Barrister-at-law (Middle Temple) of England in 1996 and as an Advocate and Solicitor of the Supreme Court of Singapore in 1997. She obtained a Bachelor of Laws with Honours, Second (Upper) Division from King’s College London in 1995.

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Our Directors have the appropriate experience and expertise to act as directors of our Company, as evidenced by their business and working experience set out above. Wu Chiaw Ching and Goh Boon Kok have prior experience as directors of public listed companies in Singapore and are therefore familiar with the roles and responsibilities of a director of a public listed company in Singapore.

Michael Wong and Pebble Sia Huei-Chieh have attended the “Listed Company Director Essentials – Understanding the Regulatory Environment in Singapore: What Every Director Ought to Know” course conducted by the Singapore Institute of Directors and are aware of the roles and responsibilities of a director of a public listed company in Singapore.

The list of present and past principal directorships of each Director over the last fi ve (5) years up to the Latest Practicable Date and excluding those held in our Company, is set out below:

Name Present Directorships Past Directorships

Michael Wong Group Corporations Group Corporations

Gliderol Doors NilGliderol Doors TaiwanGliderol International ME

Other Corporations Other Corporations

D’OasisGALGIIDTennessee Properties Sdn Bhd

Eden International Enterprise Pte. Limited GDMGliderol (Asia) Pte. Ltd.

Wu Chiaw Ching Group Corporations Group Corporations

Nil Nil

Other Corporations Other Corporations

Aegis Financial Circle Pte. Ltd.Aegis Knowledge Pte. Ltd.Aegis Portfolio Managers Pte Ltd Aegis Private Capital Pte. Ltd. Aegis Wealth Managers Pte. Ltd. E-Freight Centre (2008) Pte. Ltd. Gaylin Holdings LimitedGoodland Group LimitedK & Q Realty Pte. Ltd. LHT Holdings LimitedNatural Cool Holdings LimitedPinpoint Pte LtdShipping Freight Booking Centre Sendirian BerhadSingapore Shippers’ Academy Pte. Ltd. Singapore Teochew Foundation Limited

Arthur Wu Consultants Pte Ltd China Fashion Holdings Limited EDC@SCCCI Pte. Ltd.E-Freight Centre Pte Ltd Financial Board of the Singapore Chinese Chamber of Commerce P99 Holdings LimitedSun Yat Sen Nanyang Memorial Hall Company Limited

Goh Boon Kok Group Corporations Group Corporations

Nil Nil

Other Corporations Other Corporations

Blumont Group Ltd. Ee Hoe Hean ClubGreatronic Limited NC Steel Pte. Ltd.Magnus Energy Group Ltd.Pan Asian Holdings LimitedSuper Group Ltd. Trident Capital (Singapore) Pte. Ltd.W D Moore Pty LtdGoh Boon Kok Services Pte. Ltd.

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Name Present Directorships Past DirectorshipsPebble Sia Huei-Chieh Group Corporations Group Corporations

Nil Nil

Other Corporations Other Corporations

Basslet Group LimitedBernard Quaritch (Asia) Pte. Ltd.

Accelearn Pte. Ltd. Blatant Entertainment, Inc.

Cappelletti Limited Brandmine MC Pte. Ltd. Chrysses Limited Digitalents Capital Pte. Ltd. Esquire Law Corporation GPSI Asia Pte. Ltd. Hexagon Residences Pte. Ltd. Granite.Ean Global Capital Private Lacho Calad Pte. Ltd. LimitedLegacy Resources Limited Leedon Partners Pte. Ltd. Prudential Advisory Services Pte. Ltd. TGAL Pte. Ltd.Radical Studios Asia Pte. Ltd. Jade Mountain Group Limited

Jade Palace Trading Limited

EXECUTIVE OFFICERS

The day-to-day operations of our Group are entrusted to our Executive Director who is assisted by an experienced and qualifi ed team of Executive Offi cers. The particulars of our Executive Offi cers are set out below:

Name Age Address Designation

Gina Lee 43 86 International Road Singapore 629176

Senior Manager (Corporate Affairs, Human Resource and Administration)

Karen Lim 47 86 International Road Singapore 629176

Senior Manager (Operations)

Lee Li Huang 36 86 International Road Singapore 629176

CFO

Leow Chyan 41 86 International Road Singapore 629176

Senior Manager (Technical)

Our Executive Offi cers’ career and academic history, business experience and areas of responsibility within our Group are set out below:

Gina Lee joined our Group in August 1991 and is currently our Senior Manager (Corporate Affairs, Human Resource and Administration). She is responsible for our Group’s corporate affairs, human resource and administration matters. She obtained a Diploma in Business Effi ciency & Productivity (Personnel Management) from the Institute for Productivity Training of the National Productivity Board of Singapore in 1994 and began her career as a general clerk with Syscon Pte Ltd (“Syscon”). In April 1990, she left Syscon and joined Gliderol Doors in August 1991 as a confi dential secretary and has been with our Group since. During this period, she held various positions within Gliderol Doors, including Management Executive, and Manager (Human Resource and Administration).

Karen Lim joined our Group in April 1990 and is currently our Senior Manager (Operations). She is responsible for our overall project management and after-sales service. She also oversees the production aspects of the operations of our Group. She graduated with a Diploma in Architectural Technology from Singapore Polytechnic in 1986 and began her career as a Project Coordinator with Lam Kian Construction Pte Ltd (“Lam Kian”) in 1986. In March 1990, she left Lam Kian and joined our Group as an Operations Executive in April 1990. In January 1994, she left our Group and pursued a career in real estate in Data Property Consultant Pte Ltd in October 1994 and thereafter, Salease Realty Network Pte Ltd in October 1996. She rejoined us in 2000 as our Manager (Operations) and has been with our Group since.

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Lee Li Huang joined our Group in November 2012 as our CFO. She reports directly to the CEO and the Board and is responsible for the fi nancial accounting and reporting of our Group’s business. She is also involved in the oversight of our Group’s treasury functions and compliance with regulatory bodies as well as the day-to-day functioning of the fi nance and accounting operations, internal controls, taxation and fi nancial reporting matters of our Group.

Prior to joining our Group, she was the Audit and Technical Director of RSM Chio Lim LLP, a professional accounting practice, from May 2011 to October 2012 and was the Head of Technical Division of the Institute of Certifi ed Public Accountants of Singapore from August 2010 to February 2011. In 2004, she joined Ernst & Young (“EY”) (Beijing), a professional accounting practice, in audit and held the position of Senior Manager before leaving EY (Beijing) in 2010. Prior to that, she worked in EY (Singapore) from 1998 to 2004. She graduated from the Nanyang Technological University with a degree of Bachelor of Accountancy with Honours in 1998. She has been a non-practising member of the Institute of Certifi ed Public Accountants of Singapore since 2003.

Leow Chyan joined our Group in May 1997 and is currently our Senior Manager (Technical). He is responsible for the design, development and systems integration of products from conception to implementation. He identifi es system defi ciencies in the technical aspects of the products’ operation and implements solutions and revisions to them. He also manages complex projects (local and overseas) and serves as liaison between overseas principals and project managers. In addition, he ensures that products manufactured by our Group comply with the relevant regulatory codes in various jurisdictions. Leow Chyan graduated from Sumbershire Business School in 1996 with an Advanced Certifi cate in Marketing. He began his career as a Police Offi cer with the Singapore Police Force in 1990. From 1996 to 1997, he was a Sales Executive in Azen Manufacturing Pte Ltd before joining our Group as a Marketing Executive.

The list of present and past principal directorships of each Executive Offi cers over the last fi ve (5) years up to the Latest Practicable Date and excluding those held in our Company, is set out below:

Name Present Directorships Past Directorships

Gina Lee Group Corporations Group Corporations

Gliderol Doors Nil

Gliderol International ME

Other Corporations Other Corporations

Nil Eden International Enterprise Pte. Limited

Karen Lim Group Corporations Group Corporations

Nil Nil

Other Corporations Other Corporations

Nil GPCA Vartech Pte. Ltd.

Lee Li Huang Group Corporations Group Corporations

Nil Nil

Other Corporations Other Corporations

Nil Nil

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Name Present Directorships Past Directorships

Leow Chyan Group Corporations Group Corporations

Nil Nil

Other Corporations Other Corporations

Nil Nil

None of our Directors, Executive Offi cers and Substantial Shareholders are related by blood or marriage.

To the best of our knowledge and belief, there is no arrangement or understanding with a Substantial Shareholder, customer or supplier of our Company or other person, pursuant to which any of our Directors or Executive Offi cers was appointed.

DIRECTORS’ AND EXECUTIVE OFFICERS’ REMUNERATION

The remuneration (including salary, bonus, contributions to CPF, directors’ fees, allowances and benefi ts-in-kind) paid during FY2011 and FY2012 and the estimated remuneration to be paid for FY2013 to our Directors and Executive Offi cers for services rendered to our Group are set out in the following remuneration bands(1):

FY2011 FY2012FY2013

(estimated)

Directors

Michael Wong Band B Band B Band B

Wu Chiaw Ching –(3) –(3) Band A

Goh Boon Kok –(3) –(3) Band A

Pebble Sia Huei-Chieh –(3) –(3) Band A

Executive Offi cers(2)

Gina Lee Band A Band A Band A

Karen Lim Band A Band A Band A

Lee Li Huang –(3) –(3) Band A

Leow Chyan Band A Band A Band A

Notes:

(1) Remuneration bands:

“Band A” refers to remuneration of an amount up to S$250,000 per annum. “Band B” refers to remuneration between S$250,001 and S$500,000 per annum.

(2) The estimated remuneration of all our Executive Offi cers for FY2013 assumes that an annual variable bonus of two (2) months is paid in full.

(3) Not in our employment or appointed during the relevant periods.

Related Employees

As at the Latest Practicable Date, none of our employees are related to our Directors and Substantial Shareholders and none of our Directors, Executive Offi cers and Substantial Shareholders is related to one another by blood or marriage.

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EMPLOYEES

As at the Latest Practicable Date, we have 112 full-time employees.

A breakdown of our full-time employees by function is as follows:

Function

As at 30 September As at the Latest

Practicable Date2010 2011 2012

Management 4 4 4 5

Sales and Marketing 7 9 8 8

Technical/Research and Development 1 2 5 5

Finance and Procurement 6 6 7 8

Corporate Affairs, Human Resource and Administration 3 3 5 5

Quality Assurance 2 2 2 2

Operations 78 86 79 79

Total 101 112 110 112

A geographical breakdown of our full-time employees is as follows:

As at 30 September As at the Latest

Practicable Date2010 2011 2012

Singapore 85 95 97 98

Taiwan – – – 3

UAE 16 17 13 11

Total 101 112 110 112

We do not experience any signifi cant seasonal fl uctuations in our number of employees. We do not employ any temporary or part time employees.

None of our employees is a member of any labour unions. The relationship and co-operation between our management and staff is good and this is expected to continue in the future. There has not been any incidence of work stoppages or labour disputes which has affected our operations.

Pension or retirement benefi ts

As at the Latest Practicable Date, other than amounts set aside or accrued in respect of the relevant laws and regulations, we have not set aside or accrued any amounts for any of our employees to provide for pension, retirement or similar benefi ts to our employees.

138

SERVICE AGREEMENT

On 22 March 2013, our Company entered into a Service Agreement with our Chairman and CEO, Michael Wong (the “Appointee”). The Service Agreement is valid for an initial period of three (3) years with effect from the date of admission of our Company to Catalist (“Initial Term”). Upon the expiry of the Initial Term, the employment of the Appointee shall be automatically renewed on a year-on-year basis on such terms and conditions as the parties may agree.

During the Initial Term, our Company may terminate the Service Agreement by giving to the other party not less than six (6) months’ notice in writing, or in lieu of notice, payment of an amount equivalent to six (6) months’ salary based on the Appointee’s last drawn monthly salary. The Service Agreement may also be terminated at any time after the Initial Term by either party giving the other party not less than six (6) months’ prior written notice of such termination.

Our Company may also terminate the employment of the Appointee at any time with immediate effect, by service of notice or writing in the event if the Appointee shall at any time:

(a) the Appointee shall be disqualifi ed to act as a director or an executive offi cer of our Company under any applicable laws or regulations, the articles of association of our Company, or any rules prescribed by the SGX-ST;

(b) the Appointee shall be guilty of any dishonesty, gross misconduct or wilful neglect of duty or shall commit any continued material breach of the terms of the Service Agreement after written warning (other than a breach which is capable of remedy and has been remedied by the Appointee to the satisfaction of our Board within 30 days upon him being called upon to do so in writing by our Board);

(c) the Appointee shall be guilty of conduct likely to bring himself or any member of our Group into disrepute;

(d) the Appointee shall become bankrupt or make any arrangement or composition with his creditors or suffer a receiving order being made against him;

(e) any company (other than a member of our Group) in which the Appointee is a director or an executive offi cer or a direct or indirect shareholder goes into liquidation or becomes insolvent or suffers the presentation of a winding up petition or analogous proceedings brought against it;

(f) the Appointee is convicted of any criminal offence (other than an offence which in the reasonable opinion of our Board does not affect his position in our Company);

(g) the Appointee persistently refuses to carry out any reasonable lawful order given to him in the course of his employment or persistently fails diligently to attend to his duties hereunder; and/or

(h) subject to the clause in the Service Agreement pertaining to the incapacity or death of the Appointee above, the Appointee shall during the Initial Term be absent (other than during periods of statutory holiday and annual leave) for an aggregate period of six (6) months.

The Service Agreement provided for, inter alia, the salary payable to the Appointee, annual leave, medical benefi ts, grounds of termination and certain restrictive covenants (including non-compete obligation).

Michael Wong will be entitled to receive a fi xed bonus of one (1) month’s basic salary, to be pro-rated accordingly if the Appointee leaves our Company before the expiry of any calendar year.

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All reasonable travelling, hotel, entertainment and such other out-of-pocket expenses incurred by the Appointee in the discharge of his duties will be borne by our Company.

Under the Service Agreement, the remuneration of the Appointee is subject to annual review by the Remuneration Committee.

Save as disclosed above, there are no other existing or proposed service contracts entered into or to be entered into between our Company, our subsidiaries and any of our Directors or Executive Offi cers.

There are no existing or proposed service agreements entered or to be entered by our Directors with our Company or any of our subsidiaries which provide for benefi ts upon termination of employment.

140

CORPORATE GOVERNANCE

Our Directors recognise the importance of corporate governance and the offering of high standards of accountability to our Shareholders. Our Board of Directors has formed three (3) committees: (i) the Audit Committee; (ii) the Remuneration Committee; and (iii) the Nominating Committee.

In addition, in view of Michael Wong’s concurrent appointment as our Chairman and CEO, we have appointed Wu Chiaw Ching as our Lead Independent Director. As Lead Independent Director, he is the contact person for Shareholders in situations where there are concerns or issues which communication with our Chairman and CEO, and/or CFO has failed to resolve or where such communication is inappropriate.

Our Directors are of the view that given the current board composition and based on the above, there are suffi cient safeguards and checks to ensure that the process of decision-making by our Board is independent and based on collective decision-making without our Chairman and CEO being able to exercise considerable power and infl uence. Nominating Committee

Our Nominating Committee comprises Goh Boon Kok, Wu Chiaw Ching, Michael Wong and Pebble Sia Huei-Chieh. The Chairman of the Nominating Committee is Goh Boon Kok. Our Nominating Committee will be responsible for:

(a) reviewing and recommending the nomination or re-nomination of our Directors having regard to our Director's contribution and performance;

(b) determining on an annual basis whether or not a Director is independent;

(c) deciding whether or not a Director is able to and has been adequately carrying out his duties as a director; and

(d) reviewing and approving any new employment of related persons and the proposed terms of their employment.

Our Nominating Committee will decide how our Board's performance is to be evaluated and propose objective performance criteria, subject to the approval of our Board, which address how our Board has enhanced long-term shareholders' value. Our Board will also implement a process to be carried out by our Nominating Committee for assessing the effectiveness of our Board as a whole and for assessing the contribution of each individual Director to the effectiveness of our Board. Each member of our Nominating Committee shall abstain from voting on any resolutions in respect of the assessment of his performance or re-nomination as a Director.

Remuneration Committee

Our Remuneration Committee comprises Pebble Sia Huei-Chieh, Wu Chiaw Ching and Goh Boon Kok. The Chairman of our Remuneration Committee is Pebble Sia Huei-Chieh.

Our Remuneration Committee will recommend to our Board a framework of remuneration for our Directors and key executives, and determine specifi c remuneration packages for our Executive Director. The recommendations of our Remuneration Committee shall be submitted for endorsement by the entire Board. All aspects of remuneration, including but not limited to directors' fees, salaries, allowances, bonuses and benefi ts-in-kind shall be covered by our Remuneration Committee.

Our Remuneration Committee will also perform an annual review of the remuneration of employees related to our Directors and/or Substantial Shareholders to ensure that their remuneration packages are in line with our staff remuneration guidelines and commensurate with their respective job scopes and level of responsibilities. Each member of our Remuneration Committee shall abstain from voting on any resolutions in respect of his remuneration package or that of employees related to him.

141

Audit Committee

Our Audit Committee comprises Wu Chiaw Ching, Goh Boon Kok and Pebble Sia Huei-Chieh. The Chairman of our Audit Committee is Wu Chiaw Ching.

Our Audit Committee will assist our Board in discharging its responsibility to safeguard our assets, maintain adequate accounting records and develop and maintain effective systems of internal control, with the overall objective of ensuring that our management creates and maintains an effective control environment in our Group.

Our Audit Committee will provide a channel of communication between our Board, our management and our external auditors on matters relating to audit.

Our Audit Committee will meet periodically to perform the following functions:

(a) review the audit plans of our external auditors and our internal auditors, including the results of our external and internal auditors’ review and evaluation of our system of internal controls;

(b) review the external auditors’ report;

(c) review with independent internal auditors the fi ndings of their review report, internal control process and procedures, and make recommendations on the internal control processes and procedures to be adopted by our Group;

(d) review the co-operation given by our management to our external auditors and our internal auditors, where applicable;

(e) review the fi nancial statements of our Company and our Group, and discuss any signifi cant adjustments, major risk areas, changes in accounting policies, compliance with Singapore Financial Reporting Standards, concerns and issues arising from the audits including any matters which the auditors may wish to discuss in the absence of management, where necessary, before their submission to our Board for approval;

(f) review and discuss with auditors any suspected fraud, irregularity or infringement of any relevant laws, rules or regulations, which has or is likely to have a material impact on our Group’s operating results or fi nancial position and our management’s response;

(g) review transactions falling within the scope of Chapter 9 and Chapter 10 of the Listing Manual if any;

(h) review any potential confl icts of interest and set out a framework to resolve or mitigate any potential confl icts of interests;

(i) review the transactions between our Group and our major customer, GDL;

(j) review our key fi nancial risk areas, with a view to providing an independent oversight on our Group's fi nancial reporting, the outcome of such review to be disclosed in the annual reports or, where the fi ndings are material, announced immediately via SGXNET;

(k) review the independence of the external auditors and recommend their appointment or re-appointment, remuneration and terms of engagement;

(l) review and approve foreign exchange hedging policies implemented by our Group and conduct periodic review of foreign exchange transactions and hedging policies and procedures;

(m) undertake such other reviews and projects as may be requested by our Board and report to our Board its fi ndings from time to time on matters arising and requiring the attention of our Audit Committee;

142

(n) review arrangements by which our staff may, in confi dence, raise concerns about possible improprieties in matters of fi nancial reporting and to ensure that arrangements are in place for the independent investigations of such matter and for appropriate follow-up; and

(o) undertake generally such other functions and duties as may be required by statute or the Listing Manual, and by such amendments made thereto from time to time.

Apart from the duties listed above, our Audit Committee shall commission and review the fi ndings of internal investigations into matters where there is any suspected fraud or irregularity, or failure of internal controls or suspected infringement of any Singapore law, rule or regulation which has or is likely to have a material impact on our Group's operating results and/or fi nancial position. In the event that a member of our Audit Committee is interested in any matter being considered by our Audit Committee, he will abstain from reviewing and deliberating on that particular transaction or voting on that particular resolution.

Our Audit Committee shall also commission an annual internal control audit until such time as our Audit Committee is satisfi ed that our Group's internal controls are robust and effective enough to mitigate our Group's internal control weaknesses (if any). Prior to the decommissioning of such an annual audit, our Board is required to report to the SGX-ST and the Sponsor on how the key internal control weaknesses have been rectifi ed, and the basis for the decision to decommission the annual internal control audit. Thereafter, such audits may be initiated by our Audit Committee as and when it deems fi t to satisfy itself that our Group's internal controls remain robust and effective. Upon completion of the internal control audit, appropriate disclosure will be made via SGXNET of any material, price-sensitive internal control weaknesses and any follow-up actions to be taken by our Board.

Currently, based on the internal controls established and maintained by our Group, work performed by the internal and external auditors, and reviews performed by our management and our Board, our Board of Directors, to the best of its knowledge and belief, with the concurrence of our Audit Committee, is of the opinion that the internal controls of our Group are adequate to address fi nancial, operational and compliance risks of our Group.

Our Audit Committee, after having conducted an interview with Lee Li Huang and after having considered:

(a) the qualifi cations and past working experiences of Lee Li Huang (as described in the section entitled “Directors, Management and Staff – Executive Offi cers” of this Offer Document) which are compatible with her position as CFO of our Group;

(b) Lee Li Huang’s past audit, fi nancial and accounting related experiences;

(c) Lee Li Huang’s demonstration of the requisite competency in fi nance-related matters of our Group in connection with the preparation for the listing of our Company;

(d) the absence of negative feedback on Lee Li Huang from the representatives of our Group’s Independent Auditors and Reporting Accountants, Deloitte & Touche LLP; and

(e) the absence of internal control weaknesses attributable to Lee Li Huang identifi ed during the internal control review conducted,

is of the view that Lee Li Huang is suitable for the position of CFO of our Group.

Further, after making all reasonable enquiries, and to the best of their knowledge and belief, nothing has come to the attention of our Audit Committee members to cause them to believe that Lee Li Huang does not have the competence, character and integrity expected of a CFO of a listed issuer.

In addition, Lee Li Huang confi rms that she is familiar with the business operations, accounting systems and policies and the internal controls of our Group.

143

Our Sponsor, after having considered the bases and conclusions of our Audit Committee as stated above, and after having taken into consideration the qualifi cations and experience of Lee Li Huang and her fi nance and accounting staff, concurs with our Audit Committee, and is also of the view that Lee Li Huang is suitable for the position of CFO of our Group.

Lee Li Huang shall be subject to performance appraisal by our Audit Committee on an annual basis to ensure satisfactory performance.

Board Practices

Our Articles provide that our Directors will consist of not less than two (2) Directors. None of our Directors are appointed for any fi xed terms, but one-third of our Directors are required to retire at every annual general meeting of our Company. Hence, the maximum term for each Director is three (3) years. Directors who retire are eligible to stand for re-election.

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EXCHANGE CONTROLS

The following is a description of the exchange controls that exist in the key jurisdictions which our Group currently operates in. Singapore

Currently, there are no Singapore governmental laws, decrees, regulations and other legislation that may affect the following:

(a) the import or export of capital, including the availability of cash and cash equivalents for use by our Group; and

(b) the remittance of dividends, interest or other payments to non-resident holders of our Company’s securities.

The UAE

The Central Bank of the United Arab Emirates directs, inter alia, the monetary, credit and banking policy in the UAE and supervises its implementation in accordance with Union Law No. 10 of 1980 Concerning the Central Bank, the Monetary System and Organisation of Banking. Since 1997, the United Arab Emirates Dirham (AED) has been pegged to the United States Dollar (US$) at a rate equal to AED3.6725 = US$1 or US$ 0.272294 = AED1. There are currently no exchange controls or restrictions on the remittance of profi ts or repatriation of capital from the UAE other than to Israel.

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CLEARANCE AND SETTLEMENT

Upon listing and quotation on Catalist, our Shares will be traded under the book-entry settlement system of CDP, and all dealings in and transactions of our Shares through Catalist will be effected in accordance with the terms and conditions for the operation of Securities Accounts with CDP, as amended from time to time.

Our Shares will be registered in the name of CDP or its nominee and held by CDP for and on behalf of persons who maintain, either directly or through Depository Agents, Securities Accounts with CDP. Persons named as direct Securities Account holders and Depository Agents in the Depository Register maintained by CDP, rather than CDP itself, will be treated, under our Articles and the Companies Act, as members of our Company in respect of the number of Shares credited to their respective Securities Accounts.

Persons holding our Shares in Securities Accounts with CDP may withdraw the number of Shares they own from the book-entry settlement system in the form of physical share certifi cates. Such share certifi cates will, however, not be valid for delivery pursuant to trades transacted on Catalist although they will be prima facie evidence of title and may be transferred in accordance with our Articles. A fee of S$10 for each withdrawal of 1,000 Shares or less and a fee of S$25 for each withdrawal of more than 1,000 Shares is payable upon withdrawing our Shares from the book-entry settlement system and obtaining physical share certifi cates. In addition, a fee of S$2 or such other amount as our Directors may decide is payable to the share registrar for each share certifi cate issued and a stamp duty of S$10 is also payable where our Shares are withdrawn in the name of the person withdrawing our Shares or S$0.20 per S$100 or part thereof of the last transacted price where it is withdrawn in the name of a third party. Persons holding physical share certifi cates who wish to trade on Catalist must deposit with CDP their share certifi cates together with the duly executed and stamped instruments of transfer in favour of CDP, and have their respective Securities Accounts credited with the number of Shares deposited before they can effect the desired trades. A fee of S$10 is payable upon the deposit of each instrument of transfer with CDP. The above fees may be subject to such charges as may be in accordance with CDP’s prevailing policies or the current tax policies that may be in force in Singapore from time to time.

Transactions in our Shares under the book-entry settlement system will be refl ected by the seller’s Securities Account being debited with the number of Shares sold and the buyer’s Securities Account being credited with the number of Shares acquired. No transfer stamp duty is currently payable for our Shares that are settled on a book-entry basis.

A Singapore clearing fee for trades in our Shares on Catalist is payable at the rate of 0.04% of the transaction value subject to a maximum of S$600 per transaction. The clearing fee, instrument of transfer deposit fee and share withdrawal fee may be subject to Singapore GST at the prevailing rate of seven per cent. (7.0%) (or such other rate prevailing from time to time).

Dealings of our Shares will be carried out in Singapore dollars and will be effected for settlement on CDP on a scripless basis. Settlement of trades on a normal “ready” basis on Catalist generally takes place on the third Market Day following the transaction date, and payment for the securities is generally settled on the following business day. CDP holds securities on behalf of investors in Securities Accounts. An investor may open a direct account with CDP or a sub-account with a CDP Depository Agent. The CDP Depository Agent may be a member company of the SGX-ST, bank, merchant bank or trust company.

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GENERAL AND STATUTORY INFORMATION

INFORMATION ON DIRECTORS AND EXECUTIVE OFFICERS

1. Save as disclosed below, none of our Directors, Executive Offi cers and controlling shareholder:

(a) has, at any time during the last ten (10) years, had an application or a petition under any bankruptcy laws of any jurisdiction fi led against him or against a partnership of which he was a partner at the time when he was a partner or at any time within two (2) years from the date he ceased to be a partner;

(b) has, at any time during the last ten (10) years, had an application or a petition under any law of any jurisdiction fi led against an entity (not being a partnership) of which he was a director or an equivalent person or a key executive, at the time when he was a director or an equivalent person or a key executive of that entity or at any time within two (2) years from the date he ceased to be a director or an equivalent person or a key executive of that entity, for the winding up or dissolution of that entity or, where that entity is the trustee of a business trust, that business trust, on the ground of insolvency;

(c) has any unsatisfi ed 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 fi nding 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 disqualifi ed 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;

(j) has ever, to his knowledge, been concerned with the management or conduct, in Singapore or elsewhere, of 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;

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(iii) any business trust which has been investigated for a breach of any law or regulatory requirement governing business trusts in Singapore or elsewhere; or

(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; or

(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 governmental agency, whether in Singapore or elsewhere.

Disclosures relating to our Independent Director, Goh Boon Kok

Our Independent Director Goh Boon Kok is a Certifi ed Public Accountant who runs his own practice, Goh Boon Kok & Co. In the course of his practice, he is regularly involved in matters where he is appointed as the liquidator of companies undergoing winding-up proceedings. In this regard, he has from time to time, in his capacity as a liquidator, been subject to allegations, legal claims and actions from parties who are involved in or may have an interest in the winding-up proceedings. To date, Goh Boon Kok has successfully defended himself in and/or procured the dismissal of each such legal proceeding brought against him, and has on each such occasion been awarded legal costs against the complainant. In addition, Goh Boon Kok is covered by professional liability insurance, and to date, he has not incurred any personal cost in his defence in such legal proceedings.

In 2003, Goh Boon Kok was requested to attend an interview with the Corrupt Practices Investigation Bureau ("CPIB”). At the said interview, Goh Boon Kok was queried on his relationship with the then manager of Kallang Theatre. At the relevant time, Goh Boon Kok was a tenant of one of the offi ce units situated at the Kallang Theatre premises, where his accounting practice was situated. To Goh Boon Kok’s knowledge, he believes that other tenants of commercial units at the Kallang Theatre premises were also requested to attend interviews with the CPIB. Goh Boon Kok cooperated fully and since the said interview, he has not been contacted by CPIB regarding the said matter or any other matters.

SHARE CAPITAL

2. As at the Latest Practicable Date, there is only one (1) class of shares in the capital of our Company. There are no founder, management or deferred shares. The rights and privileges attached to our Shares are stated in our Articles.

3. Save as disclosed below and in the sections entitled “Share Capital” and “Restructuring Exercise” of this Offer Document, there are no changes in the issued and paid-up share capital of our Company and our subsidiaries within the last three years (3) preceding the Latest Practicable Date.

Date of issueNumber of

shares issued Issue priceper share

Purposeof issue

Resultant issued share capital

Our Company

19 July 2012 1 S$1 Incorporation S$1

13 September 2012 1,879,999 S$1 Working Capital S$1,880,000

8 October 2012 120,000 S$5 Working Capital S$2,480,000

Gliderol International ME(1)

24 June 2012 1 AED150,000 Incorporation AED150,000

Gliderol Doors Taiwan

9 November 2012 1,500,000 NT$10 Incorporation NT$15,000,000

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Note:

(1) Please refer to the section of this Offer Document entitled “Restructuring Exercise” and “General Information on Our Group - History and Development” for further details regarding the establishment of Gliderol International ME.

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

MATERIAL CONTRACTS

5. The following contracts, not being contracts entered into in the ordinary course of business, have been entered into by our Company and our subsidiaries within the two (2) years preceding the date of lodgement of this Offer Document and are or may be material:

(a) the Service Agreement entered into between our Company and our Chairman and CEO, Michael Wong dated 22 March 2013. Please refer to the section entitled “Directors, Management and Staff - Service Agreement” of this Offer Document for further details;

(b) the non-competition deed entered into between our Company, Michael Wong and GIID dated 19 March 2013. Please refer to the section entitled “Potential Confl icts of Interests” of this Offer Document for further details;

(c) the shareholders’ agreement entered into between our Company and GTL dated 18 March 2013;

(d) the licencing and technical assistance agreement entered into between Gliderol Australia and Gliderol Doors dated 6 March 2013. Please refer to the section entitled “General Information on our Group - Intellectual Property - Licences” of this Offer Document for further details;

(e) the licence deed entered into between Gliderol Doors and Gliderol Australia dated 6 March 2013. Please refer to the section entitled “General Information on our Group - Intellectual Property - Licences” of this Offer Document for further details;

(f) the assignment deed entered into between Michael Wong and Gliderol Doors dated 25 February 2013 in relation to the acquisition by Gliderol Doors from Michael Wong of two (2) inventions entitled “Louvred Shutter” and “Improvements to Roller Shutters”. Please refer to the section entitled “Interested Person Transactions - Past Interested Person Transactions” of this Offer Document for further details; and

(g) the sale and purchase agreement entered into between Gliderol Doors and Michael Wong dated 19 September 2011 in relation to the acquisition by Gliderol Doors from Michael Wong of an invention entitled “Insulated Fire Shutter” for S$1,620,000. Please refer to the section entitled “Interested Person Transactions - Past Interested Person Transactions” of this Offer Document for further details.

LITIGATION

6. Save as disclosed below, as at the Latest Practicable Date, neither our Company nor any member of our Group is engaged in any legal or arbitration proceedings, including those which are pending or known to be contemplated, which may have or have had in the last 12 months before the date of lodgement of this Offer Document, a material effect on our Group’s fi nancial position or profi tability:

(a) On 17 July 2009, Gliderol Doors gave notice of termination of a commercial agency agreement that it had entered into with Lakshmi Metal Trading (“LMT”), a Dubai based company, in September 2006 in relation to the appointment by Gliderol Doors of LMT as its commercial agent in the UAE for the supply of revolving door systems with fi re-resistant shutters, on the ground of LMT’s failure to attain the minimum purchase targets stipulated in the agreement.

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The agreement had previously been registered with the UAE Ministry of Economy (“MOE”) to enable LMT to obtain a specifi c UAE civil defence licence to facilitate LMT in promoting sales of the product within the UAE, and Gliderol Doors had requested that LMT revoke the registration of the agreement with the MOE and facilitate an application for a fresh civil defence licence to be issued in favour of Gliderol Doors or its nominee.

LMT initiated legal proceedings in the Dubai Court of First Instance (“CFI”) against Gliderol Doors and GDL, a Dubai based limited liability company, for the sum of approximately AED7.4 million for wrongful termination of the agreement to enable GDL to compete with LMT in the UAE contrary to the terms of the agreement. Gliderol Doors received notice of LMT’s commencement of legal proceedings on 14 April 2010. Gliderol Doors took steps to defend the action and fi led a counterclaim to seek orders to effect the cancellation of the registration of the agreement with the MOE. Following several appeals and cross appeals in various courts in Dubai by the parties to the action, the CFI had on 30 July 2012 terminated the case before it and assessed that LMT sustained no proven loss. LMT subsequently fi led an appeal against the CFI’s decision.

In September 2012, the parties to the dispute entered into settlement negotiations, and as at the Latest Practicable Date, the dispute has been amicably settled and LMT has cancelled its appeal against the CFI’s decision and has cancelled the registration of the agreement with the MOE and its civil defence licence registration and has indicated in writing that it has no objection to an application for a fresh civil defence licence to be issued in favour of Gliderol Doors or its nominees.

(b) From time to time, we are subject to personal injury claims by workers who are involved in accidents at our premises during the course of their work or duties. These claims are generally settled through our insurers pursuant to the workmen’s compensation scheme where such workers may opt for a claim under the common law.

MANAGEMENT, UNDERWRITING AND PLACEMENT ARRANGEMENTS

7. Pursuant to the Management and Sponsorship Agreement, our Company appointed CIMB as introducing sponsor to manage the Invitation. CIMB will receive a management fee from our Company for such services rendered.

8. Pursuant to the Underwriting and Placement Agreement, our Company and the Vendor appointed CIMB Securities as the Underwriter to underwrite our offer of the Offer Shares for a commission of 3.0% of the Invitation Price for each Offer Share (“Underwriting Commission”), payable by our Company and the Vendor (in the proportion in which the Offer Shares are offered by our Company and the Vendor) pursuant to the Invitation. CIMB Securities may, at is absolute discretion, appoint one (1) or more sub-underwriters for the Offer Shares.

9. Pursuant to the Underwriting and Placement Agreement, our Company and the Vendor also appointed CIMB Securities as the Placement Agent to subscribe and/or procure subscribers for the Placement Shares for a placement commission of 3.0% of the Invitation Price for each Placement Share, to be paid by our Company and the Vendor (in the proportion in which the Placement Shares are offered by our Company and the Vendor). CIMB Securities may, at its absolute discretion, appoint one (1) or more secondary sub-placement agents for the Placement Shares.

10. Brokerage will be paid by our Company to members of the SGX-ST, merchant banks and members of the Association of Banks in Singapore in respect of successful applications made on Application Forms bearing their respective stamps, or to Participating Banks in respect of successful applications made through Electronic Applications at their respective ATMs or their IB websites at the rate of 0.25% of the Invitation Price for each Offer Share or in the case of DBS Bank, 0.5% of the Invitation Price for each Offer Share. This brokerage has been included in the Underwriting Commission stated in paragraph 8 above. In addition, DBS Bank will levy a minimum brokerage fee of S$10,000. Subscribers of the Placement Shares may be required to pay a brokerage fee of up to 1.0% of the Invitation Price to the Placement Agent (and the prevailing GST, if applicable).

150

11. The Management and Sponsorship Agreement may, subject to the terms and conditions thereof, be terminated by CIMB at any time prior to or on the date of commencement of trading of our Shares on Catalist, on the occurrence of certain events, including, among other things:

(a) the issue of a Stop Order by the SGX-ST, acting as agent on behalf of the Authority, or other competent authority in accordance with Section 242 of the SFA (notwithstanding that a supplementary or replacement offer document is subsequently registered with the SGX-ST pursuant to Section 241 of the SFA);

(b) there shall come to the knowledge of CIMB any breach of the warranties or undertakings in the Management and Sponsorship Agreement or that any of the warranties or undertakings in the Management and Sponsorship Agreement is untrue or incorrect in any respect;

(c) the occurrence of certain specifi ed events (described in the Management and Sponsorship Agreement) which comes to the knowledge of CIMB;

(d) there shall have been in the reasonable opinion of CIMB, since the date of the Management and Sponsorship Agreement:

(i) any adverse change, or any development or event involving a prospective adverse change, in the condition (fi nancial or otherwise), performance or general affairs of our Company or any of the Group Companies or our Group as a whole; or

(ii) any introduction or prospective introduction of or any change or prospective change in any legislation, regulation, order, notice, policy, rule, guideline or directive (whether or not having the force of law and including, without limitation, any directive, notice or request issued by the Authority, the Securities Industry Council of Singapore, the SGX-ST or any other relevant authorities) in Singapore or elsewhere or in the interpretation or application thereof by any court, government body, regulatory authority or other competent authority in Singapore or elsewhere; or

(iii) any change, or any development involving a prospective change or any crisis in local, national, regional or international fi nancial (including stock market, foreign exchange market, inter-bank market or interest rates or money market), political, industrial, economic, legal or monetary conditions, taxation or exchange controls (including, without limitation, the imposition of any moratorium, suspension or material restriction on trading in securities generally on the SGX-ST (including Catalist) due to exceptional fi nancial circumstances or otherwise); or

(iv) any imminent threat or occurrence of any local, national, regional or international outbreak or escalation of hostilities whether war has been declared or not, or insurrection or armed confl ict (whether or not involving fi nancial markets); or

(v) any regional or local outbreak of disease that may have an adverse effect on the fi nancial markets; or

(vi) any other occurrence of any nature whatsoever, which event or events shall in the opinion of CIMB (1) result or be likely to result in a material adverse fl uctuation or adverse conditions in the stock market in Singapore or elsewhere; or (2) be likely to materially prejudice the success of the Invitation, subscription or placement of the Invitation Shares (whether in the primary market or in respect of dealings in the secondary market); or (3) make it impracticable, inadvisable, inexpedient or not commercial viable to proceed with any of the transactions contemplated in the Management and Sponsorship Agreement; or (4) be likely to have a material adverse effect on the business, trading position, operations or prospects of our Company or of our Group as a whole; or (5) result or be likely to result in the issue of a Stop Order by the SGX-ST, acting as agent on behalf of the Authority, or other competent authority pursuant to the SFA; or

151

(e) without limiting the generality of the foregoing, if it comes to the notice of CIMB (1) any statement contained in this Offer Document or the Application Forms relating thereto which in the opinion of CIMB has become untrue, incorrect or misleading in any respect or (2) circumstances or matters have arisen or have been discovered, which would, if this Offer Document was to be issued at that time, constitute in the opinion of CIMB, an omission of material information, and our Company fails to lodge a supplementary or replacement offer document within a reasonable time after being notifi ed of such misrepresentation or omission or fails to promptly take such steps as CIMB may reasonably require to inform investors of the lodgement of such supplementary offer document or document. In such event, CIMB reserves the right, at its absolute discretion to inform the SGX-ST and to cancel the Invitation and (if applicable) subject to the terms and conditions of this Offer Document, any application monies received in connection with the Invitation will be refunded (without interest or any share of revenue or other benefi t arising therefrom) to the applicants for the Invitation Shares by ordinary post, telegraphic transfer or such other means as CIMB may deem appropriate at the applicant’s own risk within 14 days of the termination of the Invitation; or

(f) the Underwriting and Placement Agreement is terminated pursuant to its provisions.

12. The Underwriting and Placement Agreement is conditional upon, among other things, the Management and Sponsorship Agreement not having been terminated or rescinded pursuant to the provisions of the Management and Sponsorship Agreement.

MISCELLANEOUS

13. There has been no previous issue of Shares by our Company or offer for sale of our Shares to the public within the two (2) years preceding the date of this Offer Document.

14. There has not been any public takeover offer by a third party in respect of our Company’s Shares or by our Company in respect of shares of another corporation or units of a business trust which has occurred between 1 October 2011 and the Latest Practicable Date.

15. Save as disclosed in the sub-section entitled “Management, Underwriting and Placement Arrangements” under this section of this Offer Document, no commission, discount or brokerage has been paid or other special terms granted within the two (2) years preceding the Latest Practicable Date or is payable to any Director, promoter, expert, proposed director or any other person for subscribing or agreeing to subscribe or procuring or agreeing to procure subscriptions for any shares in, or debentures of, our Company or any of our subsidiaries.

16. No expert is employed on a contingent basis by our Group or has an interest, directly or indirectly, in the promotion of, or in any property or assets which have, within the two (2) years preceding the Latest Practicable Date, been acquired or disposed of by or leased to our Company or any of our subsidiaries or are proposed to be acquired or disposed of by or leased to our Company or any of our subsidiaries.

17. Application monies received by our Company in respect of successful applications (including successful applications which are subsequently rejected) will be placed in a separate non-interest bearing account with the Receiving Bank. Any refund of all or part of the application monies to unsuccessful or partially successful applicants will be made without any interest or any share of revenue or any other benefi t arising therefrom.

18. Save as disclosed in this Offer Document, our Directors are not aware of any event which has occurred between the end of FY2012 and the Latest Practicable Date which may have a material effect on the fi nancial position and results of our Group or the fi nancial information provided in this Offer Document.

152

19. Save as disclosed in this Offer Document, the fi nancial condition and operations of our Group are not likely to be affected by any of the following:

(a) known trends or demands, commitments, events or uncertainties that will result in or are reasonably likely to result in our Group's liquidity increasing or decreasing in any material way;

(b) material commitments for capital expenditure;

(c) unusual or infrequent events or transactions or any signifi cant economic changes that may materially affect the amount of reported income from operations; and

(d) the business and fi nancial prospects and any signifi cant recent trends in production, sales and inventory, and in the costs and selling prices of products and services and known trends or uncertainties that have had or that we reasonably expect will have a material favourable or unfavourable impact on revenues, profi tability, liquidity, capital resources or operating income or that would cause fi nancial information disclosed to be not necessary indicative of the future operating results or fi nancial condition of our Group.

20. Details, including the name, address and professional qualifi cations including membership in a professional body of the auditors of our Company from its date of incorporation are as follows:

Name, professionalqualifi cation and address Professional body

Partner-in-charge/ Professional qualifi cation

Deloitte & Touche LLPPublic Accountants and Certifi ed Public Accountants6 Shenton Way Tower Two#32-00 Singapore 068809

Institute of Certifi ed Public Accountants of Singapore

Ng Peck Hoon (a member of the Institute of Certifi ed Public Accountants of Singapore)

We currently have no intention of changing our auditors after the listing of our Company on Catalist.

CONSENTS

21. Deloitte & Touche LLP, the Independent Auditors and Reporting Accountants, has given and has not withdrawn its written consent to the issue of this Offer Document with the inclusion herein of the Independent Auditors’ Report and Proforma Report as set out in Appendices A and B of this Offer Document respectively in the form and context in which they are respectively included and references to its name in the form and context in which it appears in this Offer Document and to act in such capacity in relation to this Offer Document.

22. Euromonitor, named as the Independent Market Researcher, has given and has not withdrawn its written consent to the issue of this Offer Document with the inclusion herein of its statements in the sections “Defi nitions – Industry and Market Data”, “Offer Document Summary – Overview of our Group”, “General Information on our Group - Business Overview”, “General Information on our Group – Competitive Strengths”, “General Information on our Group – Prospects” and “Appendix C – Euromonitor Report” in this Offer Document and in the form and context in which they appear in this document, and references to its name in the form and context which it appears in this Offer Document and to act in such capacity in relation to this Offer Document.

23. The Sponsor, the Underwriter and Placement Agent, the Solicitors to the Invitation, the Legal Adviser to the Company on United Arab Emirates Law, the Legal Adviser to the Company on Taiwan Law, the Share Registrar and the Receiving Bank, have each given and have not withdrawn their written consents to the issue of this Offer Document with the inclusion herein of their names and references thereto in the form and context in which they respectively appear in this Offer Document and to act in such respective capacities in relation to this Offer Document.

153

24. Each of the Solicitors to the Invitation, the Legal Adviser to the Company on United Arab Emirates Law, the Legal Adviser to the Company on Taiwan Law, the Share Registrar, the Principal Bankers and the Receiving Bank do not make, or purport to make, any statement in this Offer Document or any statement upon which a statement in this Offer Document is based and, to the maximum extent permitted by law, expressly disclaim and take no responsibility for any liability to any persons which is based on, or arises out of, the statements, information or opinions in this Offer Document.

RESPONSIBILITY STATEMENT BY OUR DIRECTORS AND THE VENDOR

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

DOCUMENTS AVAILABLE FOR INSPECTION

26. The following documents or copies thereof may be inspected at our registered offi ce at 86 International Road, Singapore 629176 during normal business hours for a period of six (6) months from the date of registration of this Offer Document by the SGX-ST acting as agent on behalf of the Authority:

(a) the Memorandum and Articles of Association of our Company;

(b) the Independent Auditors’ Report as set out in Appendix A of this Offer Document; (c) the Proforma Report as set out in Appendix B of this Offer Document;

(d) the audited fi nancial statements of our Company for FY2012, Gliderol Doors for FY2010, FY2011 and FY2012 and Gliderol International ME for its financial years ended 31 December 2009, 2010 and 2011;

(e) the Euromonitor Report set out in Appendix C of this Offer Document prepared by the Independent Market Researcher;

(f) the material contracts referred to in this Offer Document; and

(g) the letters of consent referred to in this Offer Document.

A-1

APPENDIX A

INDEPENDENT AUDITORS’ REPORT AND THE COMBINED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 30 SEPTEMBER 2010,

2011 AND 2012

INDEPENDENT AUDITORS’ REPORT ON THE COMBINED FINANCIAL STATEMENTS FOR THE

FINANCIAL YEARS ENDED 30 SEPTEMBER 2010, 2011 AND 2012

11 April 2013

The Board of DirectorsGDS Global Limited86 International RoadSingapore 629176

Dear Sirs

Report on the Combined Financial Statements

We have audited the accompanying combined financial statements of GDS Global Limited (the “Company”) and its subsidiaries (collectively referred to as the “Group”). The combined fi nancial statements comprise the combined statements of fi nancial position as at 30 September 2010, 2011 and 2012, and the combined statements of comprehensive income, combined statements of changes in equity and combined statements of cash fl ows of the Group for the respective fi nancial years ended 30 September 2010, 2011 and 2012 (the “Relevant Periods”), and a summary of signifi cant accounting policies and other explanatory notes, as set out on pages A-3 to A-37.

Management’s Responsibility for the Combined Financial Statements

Management is responsible for the preparation of the combined fi nancial statements that give a true and fair view in accordance with the Singapore Financial Reporting Standards and for devising and maintaining a system of internal accounting controls suffi cient to provide 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 profi t and loss accounts and balance sheets and to maintain accountability of assets.

Auditors’ Responsibility

Our responsibility is to express an opinion on these combined fi nancial statements based on our audit. We conducted our audit in accordance with Singapore Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the combined fi nancial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the combined fi nancial statements. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the combined fi nancial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation of the combined fi nancial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the 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 combined fi nancial statements. We believe that the audit evidence we have obtained is suffi cient and appropriate to provide a basis for our audit opinion.

A-2

Opinion

In our opinion, the combined fi nancial statements of the Group are properly drawn up in accordance with the Singapore Financial Reporting Standards so as to give a true and fair view of the state of affairs of the Group as at 30 September 2010, 2011 and 2012 and of the results, changes in equity and cash fl ows of the Group for the Relevant Periods.

Other Matters

This report has been prepared solely in connection with the proposed listing of GDS Global Limited on Catalist, the sponsor-supervised board of the Singapore Exchange Securities Trading Limited. This report is made solely to you, as a body for this purpose and for no other purpose. We do not assume responsibility towards or accept liability to any other person for the contents of this report.

Yours faithfully

Deloitte & Touche LLPPublic Accountants andCertifi ed Public AccountantsSingapore

Ng Peck HoonPartner

A-3

COMBINED STATEMENTS OF FINANCIAL POSITIONAs at 30 September 2010, 2011 and 2012

Note 2012 2011 2010

$ $ $

ASSETS

Current assets

Cash and cash equivalents 6 2,349,916 685,312 1,765,727

Pledged bank deposits 6 – 415,000 415,000

Trade and other receivables 7 3,591,032 3,889,868 4,994,598

Inventories 8 1,965,533 2,417,181 1,796,964

Total current assets 7,906,481 7,407,361 8,972,289

Non-current assets

Property, plant and equipment 9 1,030,908 1,127,470 946,922

Intangible asset 10 1,548,675 1,643,011 –

Available-for-sale investments 11 – 1,300,996 1,314,413

Pledged bank deposits 6 1,000,000 1,000,000 1,000,000

Total non-current assets 3,579,583 5,071,477 3,261,335

Total assets 11,486,064 12,478,838 12,233,624

LIABILITIES AND EQUITY

Current liabilities

Bank overdrafts and borrowings 12 412,309 1,068,111 1,788,958

Trade and other payables 13 1,670,604 2,126,873 2,463,615

Current portion of fi nance leases 14 26,074 35,261 38,977

Income tax payable 646,459 45,147 219,422

Total current liabilities 2,755,446 3,275,392 4,510,972

Non-current liabilities

Finance leases 14 22,600 48,674 83,936

Deferred tax liability 15 141,746 141,746 101,746

Other payables 24,392 22,791 23,740

Total non-current liabilities 188,738 213,211 209,422

Total liabilities 2,944,184 3,488,603 4,720,394

Capital, reserves and non-controlling interests

Share capital 16 1,880,000 2,018,909 2,018,909

Reserves 6,661,880 6,992,464 5,524,093

Total equity attributable to owners of the Company 8,541,880 9,011,373 7,543,002

Non-controlling interests – (21,138) (29,772)

Total equity 8,541,880 8,990,235 7,513,230

Total liabilities and equity 11,486,064 12,478,838 12,233,624

See accompanying notes to fi nancial statements.

A-4

COMBINED STATEMENTS OF COMPREHENSIVE INCOMEFor the fi nancial years ended 30 September 2010, 2011 and 2012

Note 2012 2011 2010

$ $ $

Revenue 17 13,820,359 13,239,739 13,544,832

Cost of sales (6,910,306) (7,913,027) (8,692,421)

Gross profi t 6,910,053 5,326,712 4,852,411

Other operating income 18 776,525 1,243,710 1,414,735

Marketing and distribution expenses (621,339) (615,315) (572,170)

Administrative expenses (3,658,110) (3,969,282) (3,448,733)

Other operating expenses (176,594) (215,826) (379,234)

Investment revenue 19 144,741 186,758 312,805

Other gains and losses 20 (137,201) (50,947) (252,150)

Finance costs 21 (48,783) (87,309) (119,804)

Profi t before tax 3,189,292 1,818,501 1,807,860

Income tax expense 22 (553,000) (139,000) (250,026)

Profi t for the year 23 2,636,292 1,679,501 1,557,834

Other comprehensive income (loss):

Exchange differences on translation of foreign operations 7,249 21 (669)

Net change in fair value on available-for-sale investments 466,661 (202,517) 217,059

Reclassifi cation to profi t or loss from equity on disposal of available-for-sale investments 61,444 – –

Other comprehensive income (loss) for the year, net of tax 535,354 (202,496) 216,390

Total comprehensive income for the year 3,171,646 1,477,005 1,774,224

Profi t (Loss) attributable to:

Owners of the Company 2,675,014 1,685,685 1,642,521

Non-controlling interests (38,722) (6,184) (84,687)

2,636,292 1,679,501 1,557,834

Total comprehensive income (loss) attributable to:

Owners of the Company 3,207,903 1,483,182 1,859,364

Non-controlling interests (36,257) (6,177) (85,140)

3,171,646 1,477,005 1,774,224

Basic and diluted earnings per share (cent) 24 2.68 1.69 1.64

See accompanying notes to fi nancial statements.

A-5

COMBINED STATEMENTS OF CHANGES IN EQUITYFor the fi nancial years ended 30 September 2010, 2011 and 2012

Sharecapital

Translation reserve

Investments revaluation

reserve

Capital reserves(Note 25)

Mergerreserve

Retained earnings

Attributable to owners of the Company

Non- controlling interests

Totalequity

$ $ $ $ $ $ $ $ $

Balance at 1 October 2009 2,018,909 1,074 (542,647) 349,840 – 5,356,462 7,183,638 55,368 7,239,006

Total comprehensive (loss) income for the year – (216) 217,059 – – 1,642,521 1,859,364 (85,140) 1,774,224

Dividends declared (Note 29) – – – – – (1,500,000) (1,500,000) – (1,500,000)

Balance at 30 September 2010 2,018,909 858 (325,588) 349,840 – 5,498,983 7,543,002 (29,772) 7,513,230

Total comprehensive income (loss) for the year – 14 (202,517) – – 1,685,685 1,483,182 (6,177) 1,477,005

Effects of acquiring part of non-controlling interests in a subsidiary (Note 1) – – – (14,811) – – (14,811) 14,811 –

Balance at 30 September 2011 2,018,909 872 (528,105) 335,029 – 7,184,668 9,011,373 (21,138) 8,990,235

Total comprehensive income (loss) for the year – 4,784 528,105 – – 2,675,014 3,207,903 (36,257) 3,171,646

Issue of share capital on incorporation of Company (Note 16) 1 – – – – – 1 – 1

Issue of share capital pursuant to the Restructuring Exercise (Note 16) 1,879,999 – – – – – 1,879,999 – 1,879,999

Restructuring Exercise (Note 1) (2,018,909) – – 18,908 – (2,000,001) – (2,000,001)

Dividends declared (Note 29) – – – – – (3,500,000) (3,500,000) – (3,500,000)

Effects of acquiring remaining non-controlling interests in a subsidiary (Note 1) – – – (57,395) – – (57,395) 57,395 –

Balance at 30 September 2012 1,880,000 5,656 – 277,634 18,908 6,359,682 8,541,880 – 8,541,880

See accompanying notes to fi nancial statements.

A-6

COMBINED STATEMENTS OF CASH FLOWSFor the fi nancial years ended 30 September 2010, 2011 and 2012

2012 2011 2010

$ $ $

Operating activities

Profi t before tax 3,189,292 1,818,501 1,807,860

Adjustments for:

Interest income (16,047) (87,578) (170,215)

Distribution income on quoted investments (128,694) (99,180) (142,590)

Loss on disposal of quoted investments 61,444 – –

Finance costs 48,783 87,309 119,804

Depreciation of property, plant and equipment 266,135 298,328 247,662

Amortisation of intangible asset 94,336 55,029 –

Loss (Gain) on disposal of property, plant and equipment – 390 (9,500)

Operating cash fl ows before movements in working capital 3,515,249 2,072,799 1,853,021

Inventories 451,648 (620,217) (501,957)

Trade and other receivables 314,236 (69,726) (756,593)

Trade and other payables (454,668) (337,691) 708,824

Cash generated from operations 3,826,465 1,045,165 1,303,295

Income tax refund (paid) 48,312 (273,275) (26,860)

Net cash from operating activities 3,874,777 771,890 1,276,435

Investing activities

Purchase of property, plant and equipment (Note A) (177,724) (486,455) (243,173)

Proceeds from disposal of property, plant and equipment – 1,951 9,500

Purchase of intangible asset – (1,698,040) –

Purchase of available-for-sale investments – (189,100) –

Proceeds from disposal of available-for-sale investments 1,767,657 – –

Acquisition of subsidiaries arising from the Restructuring Exercise (2,000,001) – –

Repayment of loans by a controlling shareholder of ultimate holding company – 1,179,715 1,340,227

Decrease in pledged bank deposits 415,000 – –

Distribution income received from quoted investments 128,694 99,180 142,590

Interest received 16,047 87,578 170,215

Net cash from (used in) investing activities 149,673 (1,005,171) 1,419,359

A-7

2012 2011 2010

$ $ $

Financing activities

Proceeds from issue of shares 1,880,000 – –

Dividends paid (3,500,000) – (1,500,000)

Repayment of bank borrowings (394,862) (628,149) (316,875)

Repayment of obligations under fi nance leases (35,261) (38,978) (42,923)

New bank loan raised – – 500,000

Interest paid (48,783) (87,309) (119,804)

Net cash used in fi nancing activities (2,098,906) (754,436) (1,479,602)

Net increase (decrease) in cash and cash equivalents 1,925,544 (987,717) 1,216,192

Cash and cash equivalents at beginning of year 424,372 1,412,089 195,897

Cash and cash equivalents at end of year (Note 6) 2,349,916 424,372 1,412,089

Note A

In 2010, the Group acquired property, plant and equipment with an aggregate cost of $351,223 of which $108,050 was acquired by means of fi nance lease arrangements. The balance amounting to $243,173 was acquired by cash.

See accompanying notes to fi nancial statements.

A-8

NOTES TO COMBINED FINANCIAL STATEMENTSAs at 30 September 2010, 2011 and 2012

1 GENERAL

The Company (Registration Number 201217895H) is incorporated in the Republic of Singapore on 19 July 2012 as a private limited company. The principal place of business and the registered offi ce is at 86 International Road, Singapore 629176. The fi nancial statements are presented in Singapore dollars which is the Company’s functional currency.

The combined fi nancial statements have been prepared solely in connection with the proposed listing of the Company on Catalist, the sponsor-supervised board of the Singapore Exchange Securities Trading Limited (“SGX-ST”).

The principal activity of the Company is that of an investment holding company.

The principal activities of the subsidiaries are described below.

Pursuant to the Restructuring Exercise to rationalise the corporate and shareholding structures in preparation for the proposed listing of the Company on the SGX-ST, the Company became the holding company of the Group.

(a) Incorporation of the Company

The Company was incorporated on 19 July 2012 in Singapore in accordance with the Companies Act as a private limited company with an issued and paid-up share capital of $1 comprising 1 share. On 13 September 2012, the Company issued a further 1,879,999 shares for the consideration of $1,879,999.

(b) Acquisition of Gliderol Doors (S) Pte. Ltd.

On 14 September 2012, the Company acquired the entire issued and paid-up capital of 2,000,000 ordinary shares of Gliderol Doors (S) Pte. Ltd. at an aggregate consideration of $2,000,000, which was determined based on the issued and paid-up share capital.

(c) Acquisition of shares in Gliderol International (ME) FZC (“GDIM FZC”) and establishment of Gliderol International (ME) FZE

On 24 June 2012, Gliderol Doors (S) Pte. Ltd. acquired all the shares in GDIM FZC from its existing shareholders for a nominal consideration. Pursuant to the relevant laws in the United Arab Emirates, upon the transfer by the existing shareholders of their shares in GDIM FZC to Gliderol Doors (S) Pte. Ltd. in June 2012, GDIM FZC was replaced by Gliderol International (ME) FZE, which was established on 24 June 2012 as a free zone establishment in the Hamriyah Free Zone that was wholly owned by Gliderol Doors (S) Pte. Ltd..

Following completion of such acquisition, the Company became the 100% holding company of Gliderol Doors (S) Pte. Ltd. and the 100% ultimate holding company of Gliderol International (ME) FZE.

Basis of preparation of the combined fi nancial statements

For the purpose of preparing this set of combined fi nancial statements, the combined statements of fi nancial position, combined statements of comprehensive income, combined statements of cash fl ows and combined statement of changes in equity for the fi nancial years ended 30 September 2010, 2011 and 2012 (the “Relevant Periods”) have been prepared on a combined basis and include the fi nancial information of the companies now comprising the Group as if the current group structure had been in existence throughout the Relevant Periods or from the date the entities are under common control, if later.

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Name

Country of incorporation

and operationsEffective

equity interest Principal activities2012 2011 2010

% % %

Subsidiary of the Company

Gliderol Doors (S) Pte. Ltd. Singapore 100 100 100 Manufacture of metal doors, window and door frames, grilles and gratings

Subsidiary of Gliderol Doors (S) Pte. Ltd.

Gliderol International (ME) (FZE) United Arab Emirates

100 66 33(a) Manufacture of doors and general trading

(a) Although the Group does not effectively own more than 50% of the equity shares of Gliderol International (ME) FZE in 2010, it has control over the fi nancial and operating policies of this entity. Accordingly, this entity is regarded as a subsidiary of the Group in 2010.

The following schedule shows the effects of changes in the Group’s ownership interest in a subsidiary that did not result in change of control, on the equity attributable to owners of the Company:

2012 2011 2010

$ $ $

Non-controlling interests acquired and difference recognised in acquisition defi cits 57,395 14,811 –

The combined fi nancial statements of the Group for the fi nancial years ended 30 September 2010, 2011 and 2012 were authorised for issue by the Board of Directors on 11 April 2013.

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF ACCOUNTING - The fi nancial statements have been prepared in accordance with the historical cost basis, except as disclosed in the accounting policies below, and are drawn up in accordance with the provisions of the Singapore Companies Act and Singapore Financial Reporting Standards (“FRS”).

ADOPTION OF NEW AND REVISED STANDARDS - The Group has adopted all the new and revised FRSs and Interpretations of FRS (“INT FRS”) that are relevant to the Group since the beginning of the Relevant Periods. The adoption of these new/revised FRSs and INT FRSs does not result in changes to the Group’s accounting policies and has no material effect on the amounts reported for the current or prior years except as disclosed below:

FRS 103 (2009) Business Combinations

FRS 103 (2009) has been adopted for periods beginning on or after 1 October 2009 and is applied prospectively to business combinations for which the acquisition date is on or after 1 October 2009. The adoption of FRS 103 (2009) Business Combinations has no material effect on the Group.

However, the Group’s accounting policies are revised as follows:

to allow a choice on a transaction-by-transaction basis for the measurement of non-controlling interests (previously referred to as ‘minority’ interests) either at fair value or at the non-controlling interests’ share of the fair value of the identifi able net assets of the acquiree;

A-10

to change the recognition and subsequent accounting requirements for contingent consideration. Under the previous version of the standard, contingent consideration is recognised at the acquisition date only if payment of the contingent consideration is probable and it could be measured reliably and any subsequent adjustments to the contingent consideration are recognised against goodwill. Under the revised standard, contingent consideration is measured at fair value at the acquisition date and subsequent adjustments to the consideration are recognised against goodwill only to the extent that they arise from better information about the fair value at the acquisition date, and they occur within the ‘measurement period’ (a maximum of 12 months from the acquisition date). All other subsequent adjustments are recognised in profi t or loss;

where the business combination in effect settles a pre-existing relationship between the Group and the acquiree, to require the recognition of a settlement gain or loss; and

to require that acquisition-related costs be accounted for separately from the business combination, generally leading to those costs being recognised as an expense in the consolidated profi t or loss as incurred, whereas previously they are accounted for as part of the cost of the acquisition.

FRS 27 (2009) Consolidated and Separate Financial Statements

FRS 27 (2009) has been adopted for periods beginning on or after 1 October 2009 and has been applied prospectively from 1 October 2009 in accordance with the relevant transitional provisions. The adoption of FRS 27 (2009) has no material effect on the Group. However, the Group’s accounting policies are revised as follows:

Changes in ownership interests in subsidiaries that do not result in a change in control. All such increases or decreases in the Group’s interest in subsidiaries are dealt with in capital reserve (see Note 1), with no impact on goodwill or profi t or loss.

When control of a subsidiary is lost as a result of a transaction, event or other circumstance, the revised standard requires the Group to derecognise all assets, liabilities and non-controlling interests at their carrying amount. Any retained interest in the former subsidiary is recognised at its fair value at the date control is lost, with the gain or loss arising recognised in profi t or loss.

FRS 24 (Revised) Related Party Disclosures

FRS 24 (Revised) Related Party Disclosures has been adopted beginning 1 October 2009 and has been applied retrospectively. The revised Standard clarifi es the defi nition of a related party.

In addition, the Group is required to disclose commitments between itself and its related parties.

At the date of authorisation of these fi nancial statements, the following FRSs, INT FRSs and amendments to FRSs that are relevant to the Group were issued but not effective:

Amendments to FRS 1 Presentation of Financial Statements – Amendments relating to Presentation of Items of Other Comprehensive Income

Amendments to FRS 19 Employee Benefi ts

FRS 27 (Revised) Separate Financial Statements

FRS 28 (Revised) Investments in Associates and Joint Ventures

FRS 110 Consolidated Financial Statements

FRS 111 Joint Arrangements

A-11

FRS 112 Disclosure of Interests in Other Entities

FRS 113 Fair Value Measurement

Amendments to FRS 32 Financial Instruments: Presentation and FRS 107 Financial Instruments: Disclosure – Offsetting Financial Assets and Financial Liabilities

Annual Improvements to FRS 2012

Amendments to FRS 110, FRS 112 and FRS 27: Investment Entities

Consequential amendments were also made to various standards as a result of these new/revised standards.

The management anticipates that the adoption of the above FRSs, INT FRSs and amendments to FRSs in future periods will not have a material impact on the fi nancial statements of the Group in the period of their initial adoption, except for FRS 110 Consolidated Financial Statements and FRS 113 Fair Value Measurement. The Group is currently estimating the effects of FRS 110 and FRS 113 in the period of initial adoption.

BASIS OF COMBINATION - The Group resulting from the Restructuring Exercise as disclosed above, is one involving entities under common control. Accordingly, the combined fi nancial statements have been accounted for using the principles of merger accounting where fi nancial statement items of the merged entities for the reporting periods in which the common control combination occurs are included in the combined fi nancial statements of the Group as if the combination had occurred from the date when the merged entities fi rst came under the control of the same shareholders.

All signifi cant intercompany transactions and balances between the entities in the Group are eliminated on combination.

BUSINESS COMBINATIONS - Acquisitions of subsidiaries and businesses are accounted for using the acquisition method. The consideration for each acquisition is measured at the aggregate of the acquisition date fair values of assets given, liabilities incurred by the Group to the former owners of the acquiree, and equity interests issued by the Group in exchange for control of the acquiree. Acquisition-related costs are recognised in profi t or loss as incurred.

Where applicable, the consideration for the acquisition includes any asset or liability resulting from a contingent consideration arrangement, measured at its acquisition-date fair value. Subsequent changes in such fair values are adjusted against the cost of acquisition where they qualify as measurement period adjustments (see below). The subsequent accounting for changes in the fair value of the contingent consideration that do not qualify as measurement period adjustments depends on how the contingent consideration is classifi ed. Contingent consideration that is classifi ed as equity is not remeasured at subsequent reporting dates and its subsequent settlement is accounted for within equity. Contingent consideration that is classifi ed as an asset or a liability is remeasured at subsequent reporting dates in accordance with FRS 39 Financial Instruments: Recognition and Measurement, or FRS 37 Provisions, Contingent Liabilities and Contingent Assets, as appropriate, with the corresponding gain or loss being recognised in profi t or loss.

Where a business combination is achieved in stages, the Group’s previously held interests in the acquired entity are remeasured to fair value at the acquisition date (i.e. the date the Group attains control) and the resulting gain or loss, if any, is recognised in profi t or loss. Amounts arising from interests in the acquiree prior to the acquisition date that have previously been recognised in other comprehensive income are reclassifi ed to profi t or loss, where such treatment would be appropriate if that interests were disposed of.

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The acquiree’s identifi able assets, liabilities and contingent liabilities that meet the conditions for recognition under the FRS are recognised at their fair value at the acquisition date, except that:

deferred tax assets or liabilities and liabilities or assets related to employee benefit arrangements are recognised and measured in accordance with FRS 12 Income Taxes and FRS 19 Employee Benefi ts respectively;

liabilities or equity instruments related to share-based payment transactions of the acquiree or the replacement of an acquiree’s share-based payment awards transactions with share-based payment awards transactions of the acquirer in accordance with the method in FRS 102 Share-based Payment at the acquisition date; and

assets (or disposal groups) that are classifi ed as held for sale in accordance with FRS 105 Non-current Assets Held for Sale and Discontinued Operations are measured in accordance with that Standard.

If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period (see below), or additional assets or liabilities are recognised, to refl ect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the amounts recognised as of that date.

The measurement period is the period from the date of acquisition to the date the Group obtains complete information about facts and circumstances that existed as of the acquisition date and is subject to a maximum of one year from acquisition date.

Non-controlling interests in subsidiaries are identifi ed separately from the Group’s equity therein. The interest of non-controlling shareholders that are present ownership interests and entitle their holders to a proportionate share of the entity’s net assets in the event of liquidation may be initially measured (at date of original business combination) either at fair value or at the non-controlling interests’ proportionate share of the fair value of the acquiree’s identifi able net assets. The choice of measurement basis is made on an acquisition-by-acquisition basis. Other types of non-controlling interests are measured at fair value or, when applicable, on the basis specifi ed in another FRS.

Subsequent to acquisition, the carrying amount of non-controlling interests is the amount of those interests at initial recognition plus the non-controlling interests’ share of subsequent changes in equity. Total comprehensive income is attributed to non-controlling interests even if this results in the non-controlling interests having a defi cit balance.

Changes in the Group’s interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. The carrying amounts of the Group’s interests and the non-controlling interests are adjusted to refl ect the changes in their relative interests in the subsidiary. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to owners of the Company.

When the Group loses control of a subsidiary, the profi t or loss on disposal is calculated as the difference between (i) the aggregate of the fair value of the consideration received and the fair value of any retained interest; and (ii) the previous carrying amount of the assets (including goodwill), and liabilities of the subsidiary and any non-controlling interests. Amounts previously recognised in other comprehensive income in relation to the subsidiary are accounted for (i.e. reclassifi ed to profi t or loss or transferred directly to retained earnings) in the same manner as would be required if the relevant assets or liabilities were disposed of. The fair value of any investment retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent accounting under FRS 39 Financial Instruments: Recognition and Measurement.

A-13

MERGER RESERVE - Merger reserve represents the difference between the nominal amount of the share capital of the subsidiaries at the date on which they were acquired by the Group from a common shareholder and consideration paid for the acquisition.

FINANCIAL INSTRUMENTS - Financial assets and fi nancial liabilities are recognised on the Group’s statement of fi nancial position when the Group becomes a party to the contractual provisions of the instrument.

Effective interest method

The effective interest method is a method of calculating the amortised cost of a fi nancial instrument and of allocating interest income or expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts or payments (including all fees on points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the fi nancial instrument, or where appropriate, a shorter period. Income and expense is recognised on an effective interest basis for debt instruments.

Financial assets

All fi nancial assets are recognised and de-recognised on a trade date where the purchase or sale of an investment is under a contract whose terms require delivery of the investment within the timeframe established by the market concerned, and are initially measured at fair value plus transaction costs, except for those fi nancial assets classifi ed as at fair value through profi t or loss which are initially measured at fair value.

Financial assets are classifi ed into the following specifi ed categories: “available-for-sale” fi nancial assets and “loans and receivables”. The classifi cation depends on the nature and purpose of fi nancial assets and is determined at the time of initial recognition.

Available-for-sale fi nancial assets

Available-for-sale fi nancial assets are those non-derivative fi nancial assets that are not classifi ed into any of the other categories (loans and receivables, fi nancial assets at fair value through profi t or loss and held-to-maturity investments). Investments in equity instruments that do not have a quoted market price in an active market and whose fair value cannot be reliably measured are measured at cost less impairment loss.

Certain investments held by the Group are classifi ed as being available-for-sale and are stated at fair value. Fair value is determined in the manner described in Note 4b(v). Gains and losses arising from changes in fair value are recognised in other comprehensive income with the exception of impairment losses, interest calculated using the effective interest method and foreign exchange gains and losses on monetary assets which are recognised directly in profi t or loss. Where the investment is disposed of or is determined to be impaired, the cumulative gain or loss previously recognised in other comprehensive income and accumulated in investment revaluation reserve is reclassed to profi t or loss. Dividends on available-for-sale equity instruments are recognised in profi t or loss when the Group’s right to receive payments is established. The fair value of available-for-sale monetary assets denominated in a foreign currency is determined in that foreign currency and translated at the spot rate at the end of the reporting period. The change in fair value attributable to translation differences that result from a change in amortised cost of the asset is recognised in profi t or loss, and other changes are recognised in other comprehensive income.

Loans and receivables

Trade receivables, loans and other receivables (excluding prepayments) that have fi xed or determinable payments that are not quoted in an active market are classifi ed as “loans and receivables”. Trade and other receivables measured at amortised cost using the effective interest method less impairment. Interest is recognised by applying the effective interest method, except for short-term receivables when the recognition of interest would be immaterial.

A-14

Impairment of fi nancial assets

Financial assets are assessed for indicators of impairment at the end of each reporting period. Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the fi nancial assets, the estimated future cash fl ows of the asset have been impacted.

For available-for-sale equity instruments, a signifi cant or prolonged decline in the fair value of the investment below its cost is considered to be objective evidence of impairment.

For all other fi nancial assets, objective evidence of impairment could include:

signifi cant fi nancial diffi culty of the issuer or counterparty; or

default or delinquency in interest or principal payments; or

it becoming probable that the borrower will enter bankruptcy or fi nancial re-organisation.

For certain categories of fi nancial asset, such as trade receivables, assets that are assessed not to be impaired individually are, in addition, assessed for impairment on a collective basis. Objective evidence of impairment for a portfolio of receivables could include the Group’s past experience of collecting payments, an increase in the number of delayed payments in the portfolio past the average credit period, as well as observable changes in national or local economic conditions that correlate with default on receivables.

For fi nancial assets carried at amortised cost, the amount of the impairment is the difference between the asset’s carrying amount and the present value of estimated future cash fl ows, discounted at the original effective interest rate. The carrying amount of the fi nancial asset is reduced by the impairment loss directly for all fi nancial assets with the exception of receivables where the carrying amount is reduced through the use of an allowance account. When a receivable is uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against the allowance account. Changes in the carrying amount of the allowance account are recognised in profi t or loss.

When an available-for-sale fi nancial asset is considered to be impaired, cumulative gain or losses previously recognised in other comprehensive income are reclassifi ed to profi t or loss. With the exception of equity available-for-sale instruments, if, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment loss was recognised, the previously recognised impairment loss is reversed through profi t or loss to the extent the carrying amount of the asset at the date the impairment is reversed does not exceed what the amortised cost would have been had the impairment not been recognised.

In respect of available-for-sale equity instruments, impairment losses previously recognised in profi t or loss are not reversed through profi t or loss. Any subsequent increase in fair value after an impairment loss is recognised in other comprehensive income.

Derecognition of fi nancial assets

The Group derecognises a fi nancial asset only when the contractual rights to the cash fl ows from the asset expire, or it transfers the fi nancial asset and substantially all the risks and rewards of ownership of the asset to another entity. If the Group neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Group recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If the Group retains substantially all the risks and rewards of ownerships of a transferred fi nancial asset, the Group continues to recognise the fi nancial asset and also recognises a collateralised borrowing for the proceeds received.

A-15

Financial liabilities and equity instruments

Classifi cation as debt or equity

Financial liabilities and equity instruments issued by the Group are classifi ed according to the substance of the contractual arrangements entered into and the defi nitions of a fi nancial liability and an equity instrument.

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities. Equity instruments are recorded at the proceeds received, net of direct issue costs.

Financial liabilities

Trade and other payables are initially measured at fair value, net of transaction costs, and are subsequently measured at amortised cost, using the effective interest method, with interest expense recognised on an effective yield basis.

Interest-bearing bank loans and overdrafts are initially measured at fair value, and are subsequently measured at amortised cost, using the effective interest rate method. Any difference between the proceeds (net of transaction costs) and the settlement or redemption of borrowings is recognised over the term of the borrowings in accordance with the Group’s accounting policy for borrowing costs (see below).

Derecognition of fi nancial liabilities

The Group derecognises fi nancial liabilities when, and only when, the Group’s obligations are discharged, cancelled or they expire.

LEASES - Leases are classifi ed as fi nance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classifi ed as operating leases.

The Group as lessor

Amounts due from lessees under fi nance leases are recognised as receivables at the amount of the Group’s net investment in the leases. Finance lease income is allocated to accounting periods so as to refl ect a constant periodic rate of return on the Group’s net investment outstanding in respect of the leases.

Rental income from operating leases is recognised on a straight-line basis over the term of the relevant lease unless another systematic basis is more representative of the time pattern in which use benefi t derived from the leased asset is diminished. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised as an expense over the lease term on the same basis as the lease income.

The Group as lessee

Assets held under fi nance leases are recognised as assets of the Group at their fair value at the inception of the lease or, if lower, at the present value of the minimum lease payments. The corresponding liability to the lessor is included in the statement of fi nancial position as a fi nance lease obligation. Lease payments are apportioned between fi nance charges and reduction of the lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged directly to profi t or loss, unless they are directly attributable to qualifying assets, in which case they are capitalised in accordance with the Group’s general policy on borrowing costs (see below).

A-16

Rentals payable under operating leases are charged to profi t or loss on a straight-line basis over the term of the relevant lease unless another systematic basis is more representative of the time pattern in which economic benefi ts from the leased asset are consumed. Contingent rentals arising under operating leases are recognised as an expense in the period in which they are incurred.

In the event that lease incentives are received to enter into operating leases, such incentives are recognised as a liability. The aggregate benefi t of incentives is recognised as a reduction of rental expense on a straight-line basis, except where another systematic basis is more representative of the time pattern in which economic benefi ts from the leased asset are consumed.

PROPERTY, PLANT AND EQUIPMENT - Property, plant and equipment are stated at cost less accumulated depreciation and any accumulated impairment losses.

Depreciation is charged so as to write off the cost of assets over the estimated useful lives of the assets using the straight-line method, on the following bases:

Furniture and fi ttings 10 years Computers 3 years Motor vehicles 5 years Machinery and equipment 10 years Offi ce equipment 10 years

The estimated useful lives, residual values and depreciation method are reviewed at each year end, with the effect of any changes in estimates accounted for on a prospective basis.

Assets held under fi nance leases are depreciated over their expected useful lives on the same basis as owned assets or, if there is no certainty that the lessee will obtain ownership by the end of the lease term, the asset shall be fully depreciated over the shorter of the lease term and its useful life.

The gain or loss arising on disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amounts of the asset and is recognised in profi t or loss.

Fully depreciated assets are retained in the book of accounts until they are no longer in use.

INVENTORIES - Inventories are stated at the lower of cost and net realisable value. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. Cost is calculated using the fi rst-in, fi rst-out method. Net realisable value represents the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution.

INTANGIBLE ASSETS - Intangible assets acquired separately are reported at cost less accumulated amortisation (where they have fi nite useful lives) and accumulated impairment losses. Intangible assets with fi nite useful lives are amortised on a straight-line basis over their estimated useful lives. The estimated useful life and amortisation method are reviewed at the end of each annual reporting period, with the effect of any changes in estimate being accounted for on a prospective basis.

IMPAIRMENT OF TANGIBLE AND INTANGIBLE ASSETS - At the end of each reporting period, the Group reviews the carrying amounts of its assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. Where a reasonable and consistent basis of allocation can be identifi ed, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest Group of cash-generating units for which a reasonable and consistent allocation basis can be identifi ed.

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Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash fl ows are discounted to their present value using a pre-tax discount rate that refl ects current market assessments of the time value of money and the risks specifi c to the asset for which the estimates of future cash fl ows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profi t or loss.

Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profi t or loss.

PROVISIONS - Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the Group will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash fl ows estimated to settle the present obligation, its carrying amount is the present value of those cash fl ows.

When some or all of the economic benefi ts required to settle a provision are expected to be recovered from a third party, the receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

REVENUE RECOGNITION - Revenue is measured at the fair value of the consideration received or receivable. Revenue is reduced for estimated customer returns, rebates and other similar allowances.

Sale of goods

Revenue from the sale of goods is recognised when all the following conditions are satisfi ed:

the Group has transferred to the buyer the signifi cant risks and rewards of ownership of the goods;

the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

the amount of revenue can be measured reliably;

it is probable that the economic benefi ts associated with the transaction will fl ow to the entity; and

the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Service and maintenance works income

Revenue from service and maintenance works is recognised upon the completion of the services rendered and acceptance by customers.

Interest income

Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable.

A-18

Dividend income

Dividend income from investments is recognised when the shareholders’ rights to receive payment have been established.

Rental income

The Group’s policy for recognition of revenue from operating leases is described above.

BORROWING COSTS - Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. Investment income earned on the temporary investment of specifi c borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation.

All other borrowing costs are recognised in profi t or loss in the period in which they are incurred.

RETIREMENT BENEFIT COSTS - Payments to defi ned contribution retirement benefi t plans are charged as an expense when employees have rendered the services entitling them to the contributions. Payments made to state-managed retirement benefi t schemes, such as the Singapore Central Provident Fund, are dealt with as payments to defi ned contribution plans where the Group’s obligations under the plans are equivalent to those arising in a defi ned contribution retirement benefi t plan.

EMPLOYEE LEAVE ENTITLEMENT - Employee entitlements to annual leave are recognised when they accrue to employees. A provision is made for the estimated liability for annual leave as a result of services rendered by employees up to the end of the reporting period.

INCOME TAX - Income tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profi t for the year. Taxable profi t differs from profi t as reported in the statement of comprehensive income because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are not taxable or tax deductible. The Group’s liability for current tax is calculated using tax rates (and tax laws) that have been enacted or substantively enacted in countries where the Company and subsidiaries operate by the end of the reporting period.

Deferred tax is recognised on the differences between the carrying amounts of assets and liabilities in the fi nancial statements and the corresponding tax bases used in the computation of taxable profi t, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profi ts will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profi t nor the accounting profi t.

Deferred tax liabilities are recognised on taxable temporary differences arising on investments in subsidiaries, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognised to the extent that it is probable that there will be suffi cient taxable profi ts against which to utilise the benefi ts of the temporary differences and they are expected to reverse in the foreseeable future.

A-19

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that suffi cient taxable profi ts will be available to allow all or part of the asset to be recovered.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset realised based on the tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets refl ects the tax consequences that would follow from 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 assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis.

Current and deferred tax are recognised as an expense or income in profi t or loss, except when they relate to items credited or debited outside profi t or loss (either in other comprehensive income or directly in equity, in which case the tax is also recognised outside profi t or loss (either in other comprehensive income or directly in equity, respectively) or where they arise from the initial accounting for a business combination. In the case of a business combination, the tax effect is taken into account in calculating goodwill or determining the excess of the acquirer’s interest in the net fair value of the acquiree’s identifi able assets, liabilities and contingent liabilities over cost.

FOREIGN CURRENCY TRANSACTIONS AND TRANSLATION - The individual financial statements of each entity within the Group are measured and presented in the currency of the primary economic environment in which the entity within the Group operates (its functional currency). The combined fi nancial statements of the Group are presented in Singapore dollars, which is the functional currency of the Company and the presentation currency for the combined fi nancial statements.

In preparing the fi nancial statements of the individual entities, 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 retranslated 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 retranslated 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 retranslated.

Exchange differences arising on the settlement of monetary items, and on retranslation of monetary items are included in profi t or loss for the year. Exchange differences arising on the retranslation of non-monetary items carried at fair value are included in profi t or loss for the year except for differences arising on the retranslation of non-monetary items in respect of which gains and losses are recognised 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 combined fi nancial statements, the assets and liabilities of the Group’s foreign operations (including comparatives) are expressed in Singapore dollars using exchange rates prevailing at the end of the reporting period. Income and expense items (including comparatives) are translated at the average exchange rates for the period, unless exchange rates fl uctuated signifi cantly 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.

A-20

On the disposal of a foreign operation (i.e. a disposal of the Group’s entire interest in a foreign operation or a disposal involving loss of control over a subsidiary that includes a foreign operation), all of the accumulated exchange differences in respect of that operation attributable to the Group are reclassifi ed to profi t or loss. Any exchange differences that have previously been attributed to non-controlling interests are derecognised, but they are not reclassifi ed to profi t or loss.

In the case of a partial disposal (i.e. no loss of control) of a subsidiary that includes a foreign operation, the proportionate share of accumulated exchange differences are re-attributed to non-controlling interests and are not recognised in profi t or loss.

On combination, exchange differences arising from the translation of the net investment in foreign entities (including monetary items that, in substance, form part of the net investment in foreign entities), and of borrowings and other currency instruments designated as hedges of such investments, are recognised in other comprehensive income and accumulated in a separate component of equity under the header of foreign currency translation reserve.

CASH AND CASH EQUIVALENTS IN THE STATEMENT OF CASH FLOWS - Cash and cash equivalents in the statement of cash fl ows comprise cash on hand and demand deposits, bank overdrafts, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignifi cant risk of changes in value.

3 CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the Group’s accounting policies, which are described in Note 2, management is required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Critical judgements in applying the Group’s accounting policies

In the process of applying the Group’s accounting policies, which are described in Note 2, management has not made any judgements that will have a signifi cant effect on the amounts recognised in the fi nancial statements, apart from those involving estimations as discussed below.

Key sources of estimation uncertainty

The key assumptions concerning the future, and other key sources of estimation uncertainty at the end of the reporting period, that have a signifi cant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next fi nancial year, are discussed below.

Allowance for trade and other receivables

The Group makes allowance for doubtful debts based on an assessment of the recoverability of trade and other receivables where events or changes in circumstances indicate that the balances may not be collectible. The estimation of allowance for doubtful debts requires the use of estimates. Where the expectation is different from the original estimate, such differences will impact the carrying value of trade and other receivables and doubtful debts expenses in the period in which such estimate has been changed. Based on management’s assessment, no allowance for trade and other receivables is required as at 30 September 2010, 2011 and 2012. The carrying amount of trade and other receivables is disclosed in Note 7 to the fi nancial statements.

A-21

Valuation of inventories

At the end of each reporting period, management assesses whether there is any objective evidence that certain inventories are stated at cost which are above their net realisable value. If so, these inventories are written down to their net realisable value. To determine whether there is such objective evidence, management identifi es inventories that are slow moving and considers their physical conditions, market conditions and market prices for similar inventories. Based on management’s assessment, no allowance for inventories is required as at 30 September 2010, 2011 and 2012. The carrying amount of inventories is disclosed in Note 8 to the fi nancial statements.

4 FINANCIAL INSTRUMENTS, FINANCIAL RISKS AND CAPITAL RISKS MANAGEMENT

(a) Categories of fi nancial instruments

2012 2011 2010

$ $ $

Financial assets

Available-for-sale fi nancial assets – 1,300,996 1,314,413

Loans and receivables (including cash and cash equivalents) 6,846,960 5,863,667 8,090,205

Financial liabilities

Amortised cost 1,864,883 2,771,602 2,936,740

(b) Financial risk management policies and objectives

The Group’s overall fi nancial risk management policies and objectives seek to minimise potential adverse effects on the fi nancial performance of the Group. Risk management is carried out by the Board of Directors and periodic reviews are undertaken to ensure that the Group’s policy guidelines are complied with. There has been no change to the Group’s exposure to these fi nancial risks or the manner in which it manages and measures the risk.

(i) Foreign exchange risk management

The Group transacts business in various foreign currencies, including the United States dollar, Australian dollar and Euro and therefore is exposed to foreign exchange risk. The Group enters into forward foreign exchange contracts to manage its foreign exchange risk during the Relevant Periods.

Further details of the outstanding forward foreign exchange contracts are found in Note 26 to the fi nancial statements.

At the end of the reporting period, the carrying amounts of monetary assets and monetary liabilities denominated in currencies other than the respective Group entities’ functional currencies are as follows:

Assets Liabilities

2012 2011 2010 2012 2011 2010

$ $ $ $ $ $

United States dollar 117,702 363,738 1,128,344 16,036 182,951 215,111

Australian dollar – – – 77,073 42,183 63,396

Euro 3,545 6,480 1,549,502 19,958 44,519 4,623

A-22

Foreign currency sensitivity

The following table details the sensitivity to a 10% increase and decrease in the relevant foreign currencies against the functional currency of each Group entity. 10% is the sensitivity rate that represents management’s assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the period end for a 10% change in foreign currency rates.

If the relevant foreign currency weakens by 10% against the functional currency of each Group entity, profi t or loss will increase (decrease) by:

United States dollar impact Australian dollar impact Euro impact

2012 2011 2010 2012 2011 2010 2012 2011 2010

$ $ $ $ $ $ $ $ $

Profi t or loss (10,167) (18,079) (91,323) 7,707 4,218 6,340 1,641 3,804 (154,488)

If the relevant foreign currency strengthens by 10% against the functional currency of each Group entity, profi t or loss will increase (decrease) by:

United States dollar impact Australian dollar impact Euro impact

2012 2011 2010 2012 2011 2010 2012 2011 2010

$ $ $ $ $ $ $ $ $

Profi t or loss 10,167 18,079 91,323 (7,707) (4,218) (6,340) (1,641) (3,804) 154,488

(ii) Interest rate risk management

The Group’s exposure to interest rate risk relates primarily to bank deposits and bank overdrafts and borrowings. The interest rates for bank deposits and bank overdrafts and borrowings are fi xed except for bank overdrafts as disclosed in Notes 6 and 12 to the fi nancial statements respectively.

No sensitivity analysis is prepared as the Group does not expect any material effect on the Group’s profi t or loss arising from the effects of reasonably possible changes to interest rates on interest bearing fi nancial instruments at the end of the reporting period.

(iii) Credit risk management

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in fi nancial loss to the Group. The Group has adopted a policy of only dealing with creditworthy counterparties and obtaining suffi cient collateral where appropriate, as a means of mitigating the risk of fi nancial loss from defaults. The Group’s exposure and the credit ratings of its counterparties are continuously monitored and the aggregate value of transactions concluded is spread amongst approved counterparties. Credit exposure is controlled by the counterparty limits that are reviewed and approved by management periodically.

Bank balances and bank deposits are held with reputable fi nancial institutions.

Concentrations of credit risk exist when changes in economic, industry or geographic factors similarly affect groups of counterparties where aggregate credit exposure is signifi cant in relation to the Group’s total credit exposure. There is no concentration of credit risk as the Group does not have any signifi cant credit risk exposure to any single counterparty or any group of counterparties having similar characteristics. The Group defi nes counterparties as having similar characteristics if they are related entities.

A-23

The carrying amount of fi nancial assets recorded in the fi nancial statements, grossed up for any allowances for losses, represents the Group’s maximum exposure to credit risk.

Further details of credit risk on trade and other receivables are disclosed in Note 7 to the fi nancial statements.

(iv) Liquidity risk management

The Group maintains suffi cient cash and cash equivalents, and internally generated cash fl ows to fi nance its activities. The Group fi nances its liquidity through internally generated cash fl ows and minimises liquidity risk by keeping committed credit lines available.

All fi nancial assets and liabilities of the Group as at 30 September 2010, 2011 and 2012 are repayable on demand or due within 1 year from the end of reporting date with the exception of pledge deposits, available-for-sale investments and fi nance leases as disclosed in Notes 6, 11 and 14 to the fi nancial statements respectively.

(v) Fair value of fi nancial assets and fi nancial liabilities

The carrying amounts of cash and cash equivalents, trade and other current receivables and payables approximate their respective fair values due to the relatively short-term maturity of these fi nancial instruments. Management considers that the carrying amounts of fi nancial assets and fi nancial liabilities recorded at amortised cost in the combined fi nancial statements approximate their fair values.

The unquoted equity investment is recorded at cost where fair value cannot be measured reliably as disclosed in Note 11.

The carrying amounts of quoted investments approximate their fair values. The fair values of publicly traded instruments are based on quoted market values as disclosed in Note 11 and are considered as Level 1 under the fair value hierarchy.

There were no signifi cant transfers between Level 1 and Level 2 of the fair value hierarchy in 2010 and 2011.

(c) Capital risk management policies and objectives

The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern while maximising the return to stakeholders through the optimisation of the debt and equity balance.

The capital structure of the Group consists of equity attributable to owners of the Company, comprising issued capital, reserves and retained earnings.

The management reviews the capital structure on an annual basis. As a part of this review, management considers the cost of capital and the risks associated with each class of capital. The Group will balance its overall capital structure through the payment of dividends, new share issues and share buy-backs as well as the issue of new debt or the redemption of existing debt. The Group’s overall strategy remains unchanged during the Relevant Periods.

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5 ULTIMATE HOLDING COMPANY AND RELATED PARTY TRANSACTIONS

The Company is a subsidiary of D’Oasis Pte. Ltd., a company incorporated in Singapore, which is also the Company’s ultimate holding company.

Some of the Group’s transactions and arrangements are with related parties and the effect of these on the basis determined between the parties is refl ected in these fi nancial statements. The balances are unsecured, interest-free and repayable on demand, unless otherwise stated. Details of the Group’s balances with the ultimate holding company and related parties are disclosed in Notes 7 and 13 of the fi nancial statements.

During the Relevant Periods, the Group entered into the following transactions with the ultimate holding company and related parties:

2012 2011 2010

$ $ $

Sale of quoted investments to ultimate holding company (1,767,657) – –

Sales to a company in which a controlling shareholder of ultimate holding company has interest in (5,422) (30,105) (29,862)

Purchases from companies in which a controlling shareholder of ultimate holding company has interest in 208,120 198,723 60,379

Interest income earned from loans to a controlling shareholder of ultimate holding company – (70,507) (159,773)

Purchase of intangible asset from a controlling shareholder of ultimate holding company – 1,620,000 –

Expenses paid on behalf by a controlling shareholder of ultimate holding company 1,402 – –

Expenses paid on behalf of a controlling shareholder of ultimate holding company 30,310 – 125,000

As disclosed in Note 12 to the fi nancial statements, the controlling shareholder of ultimate holding company issued personal guarantees for the Group’s bank overdrafts and borrowings.

Compensation of director and key management personnel

The remuneration of director and other members of key management during the Relevant Periods was as follows:

2012 2011 2010

$ $ $

Short-term benefi ts 688,633 866,600 897,921

Post-employment benefi ts 37,837 38,189 31,055

Total 726,470 904,789 928,976

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6 CASH AND CASH EQUIVALENTS AND PLEDGED BANK DEPOSITS

2012 2011 2010

$ $ $

Cash on hand 7,557 6,577 5,806

Cash at banks 1,927,359 678,735 1,759,921

Bank deposits 415,000 – –

Cash and cash equivalents 2,349,916 685,312 1,765,727

Less: Bank overdrafts (Note 12) – (260,940) (353,638)

Cash and cash equivalents in the combined statements of cash fl ows 2,349,916 424,372 1,412,089

Current – 415,000 415,000

Non-current 1,000,000 1,000,000 1,000,000

Pledged bank deposits 1,000,000 1,415,000 1,415,000

Bank deposits bear average effective interest rate of 1.5% (2011: 1.5%; 2010: 1.5%) per annum and for a tenure of approximately 1 to 3 years (2011: 1 to 4 years; 2010: 1 to 5 years). Bank deposits are pledged to a bank to secure bank borrowings (Note 12).

The Group’s cash and cash equivalents that are not denominated in the functional currencies of the respective entities are as follows:

2012 2011 2010

$ $ $

Denominated in:

United States dollar 113,792 352,775 994,413

Euro 3,545 6,480 652,002

7 TRADE AND OTHER RECEIVABLES

2012 2011 2010

$ $ $

Trade receivables due from third parties 3,420,208 3,197,777 2,583,785

Other receivables due from third parties 996 500,525 10,792

Advances to a company which a controlling shareholder of ultimate holding company has interest in – – 897,500

Other receivables due from a controlling shareholder of ultimate holding company 30,310 – 1,375,222

Deposits 45,530 65,053 42,179

Prepayments 93,988 126,513 85,120

3,591,032 3,889,868 4,994,598

Other receivables due from a controlling shareholder of ultimate holding company are unsecured and repayable on demand. As at 30 September 2010, included in the balance is an amount of $1,250,222 with interest levied at 6.0% per annum calculated on a monthly basis.

The average credit period for trade receivables is approximately 30 to 60 days (2011: 30 to 60 days; 2010: 30 to 60 days). No interest is charged on the outstanding trade receivables.

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The table below is an analysis of trade receivables as at the end of each reporting period:

2012 2011 2010

$ $ $

Not past due and not impaired 2,327,417 2,089,485 1,290,582

Past due but not impaired (i) 1,092,791 1,108,292 1,293,203

Total trade receivables (ii) 3,420,208 3,197,777 2,583,785 (i) Aging of trade receivables that are past due but not impaired is as follows:

2012 2011 2010

$ $ $

<1 month 577,580 704,709 335,323

1 month to 3 months 298,840 259,783 404,253

3 months to 6 months 97,603 41,576 203,634

6 months to 12 months 95,463 23,067 212,646

>12 months 23,305 79,157 137,347

1,092,791 1,108,292 1,293,203 (ii) There has not been a signifi cant change in credit quality of these trade receivables and the amounts are still

considered recoverable.

The Group’s trade and other receivables that are not denominated in the functional currencies of the respective entities are as follows:

2012 2011 2010

$ $ $

Denominated in:

United States dollar 3,910 10,963 133,931

Euro – – 897,500

8 INVENTORIES

2012 2011 2010

$ $ $

Raw materials 1,858,986 2,106,210 1,300,573

Finished goods 106,547 310,971 496,391

1,965,533 2,417,181 1,796,964

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9 PROPERTY, PLANT AND EQUIPMENT

Furniture and fi ttings Computers

Motor vehicles

Machinery and

equipmentOffi ce

equipment Total

$ $ $ $ $ $

Cost:

At 1 October 2009 779,744 183,940 561,052 4,929,706 105,647 6,560,089

Additions 4,388 7,929 126,686 204,718 7,502 351,223

Disposals – – (34,728) – – (34,728)

Effect of movements in exchange rates (1,418) – – (22,996) (125) (24,539)

At 30 September 2010 782,714 191,869 653,010 5,111,428 113,024 6,852,045

Additions 2,434 24,533 92,571 362,030 4,887 486,455

Disposals (7,669) (28,919) – (685,298) (1,355) (723,241)

Effect of movements in exchange rates (253) – – (4,299) (112) (4,664)

At 30 September 2011 777,226 187,483 745,581 4,783,861 116,444 6,610,595

Additions 47,434 24,938 32,564 72,559 229 177,724

Effect of movements in exchange rates (1,134) – (5,335) (20,183) (726) (27,378)

At 30 September 2012 823,526 212,421 772,810 4,836,237 115,947 6,760,941

Accumulated depreciation:

At 1 October 2009 727,194 158,867 476,944 4,242,765 97,643 5,703,413

Depreciation 10,865 17,463 59,768 156,741 2,825 247,662

Disposals – – (34,728) – – (34,728)

Effect of movements in exchange rates (601) – – (10,543) (80) (11,224)

At 30 September 2010 737,458 176,330 501,984 4,388,963 100,388 5,905,123

Depreciation 10,099 21,074 71,433 191,556 4,166 298,328

Disposals (7,668) (28,919) – (683,348) (965) (720,900)

Effect of movements in exchange rates (14) – 597 (67) 58 574

At 30 September 2011 739,875 168,485 574,014 3,897,104 103,647 5,483,125

Depreciation 12,407 13,722 61,428 174,733 3,845 266,135

Effect of movements in exchange rates (912) – (1,740) (16,237) (338) (19,227)

At 30 September 2012 751,370 182,207 633,702 4,055,600 107,154 5,730,033

Carrying amount:

At 30 September 2010 45,256 15,539 151,026 722,465 12,636 946,922

At 30 September 2011 37,351 18,998 171,567 886,757 12,797 1,127,470

At 30 September 2012 72,156 30,214 139,108 780,637 8,793 1,030,908

The carrying amounts of the Group’s motor vehicles and machinery and equipment under fi nance leases (Note 14) are as follows:

2012 2011 2010

$ $ $

Motor vehicles 38,370 63,331 88,291

Machinery and equipment 28,700 32,800 36,900

Total 67,070 96,131 125,191

A-28

10 INTANGIBLE ASSET

Patent

$

Cost:

At 1 October 2009 and 30 September 2010 –

Additions 1,698,040

At 30 September 2011 and 30 September 2012 1,698,040

Accumulated amortisation:

At 1 October 2009 and 30 September 2010 –

Amortisation 55,029

At 30 September 2011 55,029

Amortisation 94,336

At 30 September 2012 149,365

Carrying amount:

At 30 September 2010 –

At 30 September 2011 1,643,011

At 30 September 2012 1,548,675

The intangible asset pertains to a patent which has a fi nite useful life. Amortisation is charged using the straight-line method over its estimated useful life of 18 years.

The amortisation expense has been included in the line item “administrative expenses” in profi t or loss.

11 AVAILABLE-FOR-SALE INVESTMENTS

2012 2011 2010

$ $ $

Quoted investments, at fair value – 1,300,995 1,314,412

Unquoted equity shares, at cost – 1 1

– 1,300,996 1,314,413

The quoted investments represent quoted investments in a Real Estate Investment Trust which have no fi xed maturity or coupon rates and their fair values are based on the quoted closing market prices on the last market day of the fi nancial year. The fair value is classifi ed as Level 1 in the fair value hierarchy.

The quoted investments are pledged to a bank to secure bank borrowings (Note 12).

Fair value adjustment for the quoted investments of the Group amounting to a gain of $466,661(2011: a loss of $202,517; 2010: a gain of $217,059) is recognised in other comprehensive income and accumulated in the investments revaluation reserve.

In 2012, the quoted investments are sold to the ultimate holding company and a loss of $61,444 is recognised in the profi t or loss (Note 20).

The investment in unquoted equity shares, representing a 15% equity interest in an entity, Gliderol Doors (M) Sdn Bhd, presents the Group with opportunity for return through dividend income. The management is of the view that the fair value of the unquoted equity shares cannot be measured reliably as the range of reasonable fair value estimates is signifi cant and the probabilities of the various estimates cannot be reasonably assessed. Accordingly, this investment is stated at cost. In July 2012, the Group disposed the unquoted equity shares for a nominal consideration.

A-29

12 BANK OVERDRAFTS AND BORROWINGS

2012 2011 2010

$ $ $

Bank bills payable (a) 63,485 82,780 342,623

Bank overdrafts (b) – 260,940 353,638

Term loan 1 (c) 181,062 441,221 688,770

Term loan 2 (d) 167,762 283,170 403,927

Bank overdrafts and borrowings due within 12 months 412,309 1,068,111 1,788,958

The effective interest rates per annum for the above bank overdrafts and borrowings are as follows:

2012 2011 2010

Bank bills payable 5.5% - 5.8% 5.5% - 5.8% 5.5% - 5.8%

Bank overdrafts 5.5% 5.5% 5.5%

Term loan 1 5.0% 5.0% 5.0%

Term loan 2 5.0% 5.0% 5.0%

(a) Bank bills payable are secured by a pledge of the Group’s bank deposits (Note 6), quoted investments (Note 11) and a personal guarantee from a controlling shareholder of ultimate holding company.

As at 30 September 2012, the bank bills payable is secured by a pledge over the ultimate holding company’s quoted investments subsequent to the sale of the quoted investments to the ultimate holding company (Notes 5 and 11).

As at 30 September 2010, 2011 and 2012, bank bills payable have maturity ranging from 1 to 4 months from the end of the fi nancial year. Interest is levied at 0.5% - 1.5% per annum above the bank’s prime lending rate for local currency bills and the higher of 2.0% per annum over Singapore Inter Bank Offer Rate or 2.0% - 3.0% per annum over the bank’s cost of funds for foreign currency bills.

(b) Bank overdrafts are repayable on demand and are secured in the same manner as the above bank bills payable. Interest is levied at 0.5% per annum above the bank’s prime lending rate.

(c) Term loan 1 is a 4 years bridging loan repayable by equal monthly installments and is expected to mature in May 2013. Interest is fi xed at 5.0% per annum. The loan is guaranteed by a personal guarantee from a controlling shareholder of ultimate holding company. Term loan 1 is secured in the same manner as the above bank bills payable.

(d) Term loan 2 is a 4 years bridging loan repayable by equal monthly installments and is expected to mature in November 2014. Interest is fi xed at 5.0% per annum. The loan is guaranteed by a personal guarantee from a controlling shareholder of ultimate holding company.

The above term loan agreements include clauses that make these loans repayable on demand. Accordingly, management has classified all the term loans as “current liabilities” as at 30 September 2010, 2011 and 2012.

The Group’s bank overdrafts and borrowings that are not denominated in the functional currencies of the respective entities are as follows:

2012 2011 2010

$ $ $

Denominated in:

United States dollar – – 193,133

Australian dollar 63,485 – 43,663

A-30

13 TRADE AND OTHER PAYABLES

2012 2011 2010

$ $ $

Trade payables due to third parties 582,441 798,242 402,043

Trade payables due to a company which a controlling shareholder of ultimate holding company has interest in – 107,799 –

Accruals 595,665 690,724 599,086

Deposits received from customers 291,096 530,108 1,462,486

Advances from ultimate holding company 200,000 – –

Other payables due to a controlling shareholder of ultimate holding company 1,402 – –

1,670,604 2,126,873 2,463,615

The Group’s trade and other payables that are not denominated in the functional currencies of the respective entities are as follows:

2012 2011 2010

$ $ $

Denominated in:

United States dollar 16,036 182,951 21,978

Australian dollar 13,588 42,183 19,733

Euro 19,958 44,519 4,623

14 FINANCE LEASES

Minimum lease paymentsPresent value of

minimum lease payments

2012 2011 2010 2012 2011 2010

$ $ $ $ $ $

Amounts payable under fi nance leases:

Due within 1 year 30,841 40,704 45,073 26,074 35,261 38,977

Due within 2 to 5 years 26,685 57,526 98,230 22,600 48,674 83,936

57,526 98,230 143,303 48,674 83,935 122,913

Less: Future fi nance charges (8,852) (14,295) (20,390) NA NA NA

Present value of lease obligations 48,674 83,935 122,913 48,674 83,935 122,913

Less: Amount due for settlement within 12 months (shown under current liabilities) (26,074) (35,261) (38,977)

Amount due for settlement after 12 months 22,600 48,674 83,936

The lease terms are between 3 to 5 years. The average effective interest rates range from 2.8% to 4.0% (2011: 2.8% to 4.0%; 2010: 2.8% to 4.0%) per annum. Interest rates are fi xed at the contract date, and thus expose the Group to fair value interest rate risk.

The Group’s obligations under fi nance lease are secured by the lessors’ title to the leased assets (Note 9).

A-31

15 DEFERRED TAX LIABILITY

Deferred tax liability arises from the excess of tax over book depreciation of plant and equipment.

$

As at 1 October 2009 71,068

Charged to profi t or loss for the year (Note 22) 30,678

As at 30 September 2010 101,746

Charged to profi t or loss for the year (Note 22) 40,000

As at 30 September 2011 and 2012 141,746

16 SHARE CAPITAL

The Company was incorporated on 19 July 2012. Accordingly, the share capital in the combined statement of fi nancial position as at 30 September 2012 represents the paid-up capital of the Company. The share capital in the combined statements of fi nancial position as at 30 September 2011 and 2010 relates to the aggregate amounts of the Group’s share of the share capital of the subsidiaries, Gliderol Doors (S) Pte. Ltd. and Gliderol International (ME) (FZE) as at 30 September 2010.

2012 2011 2010 2012 2011 2010

Number of ordinary shares $ $ $

Issued and paid up:

At beginning of the fi nancial year –* –* –* 2,018,909 2,018,909 2,018,909

Issued for cash on incorporation of the Company 1 – – 1 – –

Issued for cash pursuant to the Restructuring Exercise (Note 1) 1,879,999 – – 1,879,999 – –

Arising from Restructuring Exercise (Note 1) – – – (2,018,909) – –

At end of the fi nancial year 1,880,000 –* –* 1,880,000 2,018,909 2,018,909

* Not meaningful to present number of ordinary shares as the share capital as at 30 September 2011 and 2010 relates to the aggregate amounts of the Group’s share of the share capital of the subsidiaries, Gliderol Doors (S) Pte. Ltd. and Gliderol International (ME) (FZE) as at 30 September 2010.

Fully paid ordinary shares, which have no par value, carry one vote per share and carry a right to dividend as and when declared by the Company.

17 REVENUE

2012 2011 2010

$ $ $

Revenue from sale of doors 12,390,994 11,775,561 12,214,453

Revenue from service and maintenance works 1,429,365 1,464,178 1,330,379

13,820,359 13,239,739 13,544,832

18 OTHER OPERATING INCOME

2012 2011 2010

$ $ $

Rental income 474,754 978,866 1,135,387

Sundry income 301,771 264,844 279,348

776,525 1,243,710 1,414,735

A-32

19 INVESTMENT REVENUE

2012 2011 2010

$ $ $

Interest income from a controlling shareholder of ultimate holding company (Note 5) – 70,507 159,773Interest income from bank deposits 16,047 17,071 10,442Distribution income on quoted investments 128,694 99,180 142,590

144,741 186,758 312,805

20 OTHER GAINS AND LOSSES

2012 2011 2010$ $ $

Loss (Gain) on disposal of property, plant and equipment – 390 (9,500)Loss on disposal of quoted investments (Note 11) 61,444 – – Net foreign exchange losses 75,757 50,557 261,650

137,201 50,947 252,150

21 FINANCE COSTS

2012 2011 2010$ $ $

Interest on obligations under fi nance leases 5,443 6,096 5,876Interest on bank overdrafts 1,149 21,902 34,853Interest on bank bills payable 14,733 13,076 19,122Interest on bank loans 27,458 46,235 59,953

48,783 87,309 119,804

22 INCOME TAX EXPENSE

2012 2011 2010$ $ $

Income tax expense comprises:Current tax expense 553,000 99,000 219,348Deferred tax expense (Note 15) – 40,000 30,678

Total income tax expense 553,000 139,000 250,026

Domestic income tax is calculated at 17% (2011: 17%; 2010: 17%) of the estimated assessable profi t for the year. Taxation for other jurisdictions is calculated at the rates prevailing in the relevant jurisdictions.

Numerical reconciliation of income tax expense

Profi t before tax 3,189,292 1,818,501 1,807,860

Income tax expense calculated at 17% (2011: 17%; 2010: 17%) 542,180 309,145 307,336

Effect of different tax rate of subsidiary operating in other jurisdiction 19,361 3,092 21,278

Effect of revenue that is exempt from taxation (25,925) (25,925) (34,240)

Effect of expenses that are not deductible in determining taxable profi t 37,696 14,782 18,455

Effect of tax concessions (22,317) (161,213) (62,532)

Others 2,005 (881) (271)

Income tax expense 553,000 139,000 250,026

A-33

23 PROFIT FOR THE YEAR

Profi t for the year has been arrived at after charging:

2012 2011 2010

$ $ $

Cost of inventories recognised as expenses 3,352,622 4,118,365 5,138,532

Depreciation of property, plant and equipment 266,135 298,328 247,662

Amortisation of intangible asset 94,336 55,029 –

Loss on disposal of quoted investments 61,444 – –

Net foreign exchange losses 75,757 50,557 261,650

Audit fees:

- paid to auditors of the Company 53,000 50,000 –

- paid to other auditors 1,379 2,748 11,000

Total audit fees 54,379 52,748 11,000

Employee benefi ts expense (including directors’ remuneration)

Defi ned contribution plans 206,680 192,768 167,202

Salaries and related expense 3,813,039 3,687,586 3,562,911

Total employee benefi ts expense 4,019,719 3,880,354 3,730,113

Directors’ remuneration

- of the Company 363,925 484,092 484,079

- of the subsidiaries 153,718 79,026 –

Total directors’ remuneration 517,643 563,118 484,079

24 EARNINGS PER SHARE

The basic earnings per share is calculated based on the profi t attributable to owners of the Company for each of the fi nancial year and pre-invitation shares of 100,000,000.

The Company has not granted any options over its shares and consequently there is no dilution of earnings per share.

25 CAPITAL RESERVES

Acquisition defi cit(1)

Deemed capital

contribution(2) Total

$ $ $

At 1 October 2009 and 30 September 2010 – 349,840 349,840

Arising during the fi nancial year (14,811) – (14,811)

At 30 September 2011 (14,811) 349,840 335,029

Arising during the fi nancial year (57,395) – (57,395)

At 30 September 2012 (72,206) 349,840 277,634

The capital reserves represent:

(1) acquisition defi cit arising from the changes in the Group’s ownership interest in a subsidiary that did not result in change of control (Note 1); and

(2) deemed capital contribution from former shareholders of Gliderol International (ME) FZE.

A-34

26 COMMITMENTS

(i) Capital commitments

2012 2011 2010

$ $ $

Acquisition of property, plant and equipment – 45,101 –

(ii) Outstanding forward foreign exchange contracts

As at the end of the reporting period, the notional amount of outstanding forward foreign exchange contracts is as follows:

2012 2011 2010

$ $ $

Sell Singapore dollar 310,650 – 267,060

Buy US$250,000 (2010: US$200,000) 310,650 – 267,060

The settlement date on the open forward contract is approximately 6 months (2010: 1 month) from the end of the reporting period.

The fair value changes of the outstanding forward foreign exchange contracts are not recognised in profi t or loss as management is of the view that such adjustments are not signifi cant.

27 OPERATING LEASE ARRANGEMENTS

2012 2011 2010

$ $ $

The Group as lessee

Minimum lease payments under operating leases recognised as an expense 1,264,474 1,736,216 1,609,713

At the end of the reporting period, the Group has outstanding commitments under non-cancellable operating leases, which fall due as follows:

2012 2011 2010

$ $ $

Within one year 1,032,075 1,075,274 1,570,774

In the second to fi fth year inclusive 4,170,089 4,056,096 2,847,041

After fi ve years 902,379 1,969,233 –

6,104,543 7,100,603 4,417,815

Operating lease payments represent rentals payable by the Group for its offi ce and manufacturing premises and certain equipment. The leases are negotiated for terms between 1 to 7 years and rentals have varying terms and escalation clauses to refl ect current market rental and value.

A-35

The Group as lessor

The Group has future lease income receivables in respect of sub-leasing of its offi ce and manufacturing premises. The rental income earned during the fi nancial year is $474,754 (2011: $978,866; 2010: $1,135,387).

As at the end of the reporting period, the Group’s future lease income receivables are as follows:

2012 2011 2010

$ $ $

Within one year 346,231 472,768 756,934

In the second to fi fth year inclusive 57,000 342,862 335,464

403,231 815,630 1,092,398

28 SEGMENT INFORMATION

The Group operates and manages its business primarily as a single operating segment in the manufacture and supply of door and shutter systems and provision of service and maintenance works. The Group’s chief operating decision maker reviews the combined results prepared based on the Group’s accounting policies when making decisions, including the allocation of resources and assessment of performance of the Group.

Geographical information

The Group operates mainly in the geographical areas of Singapore, Middle East and Others. The Group’s revenue from external customers and information about its segment assets (non-current assets excluding available-for-sale investments) by geographical location are detailed below:

2012 2011 2010

$ $ $

Revenue from external customers (based on location of customers)

Singapore 12,668,557 11,650,693 12,310,526

Middle East 671,412 1,142,113 669,104

Others * 480,390 446,933 565,202

13,820,359 13,239,739 13,544,832

Non-current assets (based on location of assets)

Singapore 3,487,118 3,577,344 1,751,795

Middle East 92,465 193,137 195,127

3,579,583 3,770,481 1,946,922 * Others include Thailand, Brunei, Malaysia, Australia.

A-36

Information about major customers

Included in revenue arising from manufacture and supply of door and shutter systems which arose from sales to the Group’s major customers are as follows:

2012 2011 2010

$ $ $

Customer A – – 1,447,339

Customer B – – 2,880,494

Customer C 1,586,013 – –

1,586,013 – 4,327,833

29 DIVIDENDS

During the fi nancial year ended 30 September 2010, Gliderol Doors (S) Pte. Ltd. declared and paid tax exempt (one-tier) interim dividend of $0.75 per ordinary share amounting to $1,500,000 to its then shareholders.

During the fi nancial year ended 30 September 2012, Gliderol Doors (S) Pte. Ltd. declared and paid tax exempt (one-tier) interim dividend of $1.75 per ordinary share amounting to $3,500,000 to its then shareholders.

30 SUBSEQUENT EVENTS

30.1 On 8 October 2012, the Company increased its issued and paid-up share capital to $2,480,000 divided into 2,000,000 shares via the issue and allotment of 120,000 new shares to Rhodus Capital Limited at the issue price of $5 per share.

30.2 On 31 July 2012, the Company entered into a Memorandum of Understanding with Gliderol Taiwan Ltd, a company registered in Taiwan, in respect of the forming of a company, known as Gliderol Doors Asia Limited, a company incorporated in Taiwan. On 9 November 2012, the Company injected $344,834 (NTD8,250,000) capital, representing 55% of total paid-up share capital of Gliderol Doors Asia Limited of $626,970 (NTD15,000,000).

30.3 Pursuant to the extraordinary general meeting held on 22 March 2013 and the annual general meeting held on 30 March 2013, the shareholders approved, inter alia, the following:

(a) the sub-division of each share in the issued and paid-up share capital of the Company into 50 ordinary shares;

(b) the conversion of the Company into a public company limited by shares and the consequential change of name to “GDS Global Limited”;

(c) the adoption of a new set of Articles of Association;

(d) the allotment and issue of the new shares which are the subject of the invitation, on the basis that the new shares, when allotted, issued and fully paid-up, will rank pari passu in all respects with the existing issued and fully paid-up shares; and

(e) the authorisation for the Directors, pursuant to Section 161 of the Singapore Companies Act and the Listing Manual to issue shares whether by way of rights, bonus or otherwise; make or grant offers, agreements or options (collectively, “Instruments”) that might or would require shares to be issued, including but not limited to the creation and issue of (as well as adjustments to) warrants, debentures or other instruments convertible into shares, at any time and upon such terms and conditions and for such purposes and to such persons as

A-37

the Directors may in their absolute discretion deem fi t; and (notwithstanding the authority conferred by this resolution may have ceased to be in force) issue shares in pursuance of any Instruments made or granted by the Directors while this resolution was in force, provided that:

(i) the aggregate number of shares (including shares to be issued in pursuance of the Instruments, made or granted pursuant to this resolution) and Instruments to be issued pursuant to this resolution shall not exceed 100.0% of the total number of issued shares (excluding treasury shares) in the capital of the Company (as calculated in accordance with sub-paragraph (ii) below), of which the aggregate number of shares to be issued (including shares to be issued pursuant to the Instruments) other than on a pro rata basis to existing shareholders shall not exceed 50.0% of the total number of issued shares (excluding treasury shares) in the capital of the Company (as calculated in accordance with sub-paragraph (ii) below);

(ii) (subject to such calculation as may be prescribed by the SGX-ST) for the purpose of determining the aggregate number of shares (including shares to be issued pursuant to the Instruments) that may be issued under sub-paragraph (i) above, the percentage of shares that may be issued shall be based on the total number of issued shares of the Company (excluding treasury shares) immediately after the invitation, after adjusting for (i) new shares arising from the conversion or exercise of the Instruments or any convertible;

(iii) in exercising such authority, the Company shall comply with the provisions of the Listing Manual for the time being in force (unless such compliance has been waived by the SGX-ST) and the Articles of Association for the time being of the Company; and

(iv) unless revoked or varied by the Company in a general meeting, such authority shall continue in force until the conclusion of the next annual general meeting of the Company or the date by which the next annual general meeting of the Company is required by law to be held, whichever is the earlier.

A-38

STATEMENT OF DIRECTORS

In the opinion of the directors, the combined fi nancial statements of the Group as set out on pages A-3 to A-37 are drawn up so as to give a true and fair view of the state of affairs of the Group as at 30 September 2010, 2011 and 2012, and of the results, changes in equity and cash fl ows of the Group for the fi nancial years then ended 30 September 2010, 2011 and 2012 and at the date of this statement, there are reasonable grounds to believe that the Group will be able to pay its debts when they fall due.

ON BEHALF OF THE BOARD

Wong Lok Yung

Wu Chiaw Ching

11 April 2013

B-1

APPENDIX B

INDEPENDENT AUDITORS’ REPORT AND THE UNAUDITED PROFORMA GROUP FINANCIAL INFORMATION FOR THE FINANCIAL YEAR

ENDED 30 SEPTEMBER 2012

11 April 2013

The Board of DirectorsGDS Global Limited86 International RoadSingapore 629176

Dear Sirs

INDEPENDENT AUDITORS’ REPORT ON THE UNAUDITEDPROFORMA GROUP FINANCIAL INFORMATION FOR THE FINANCIAL YEAR ENDED 30 SEPTEMER 2012

This report has been prepared for inclusion in the Offer Document dated 11 April 2013 (the “Offer Document”) in respect of initial public offering of shares of GDS Global Limited (the “Company”). The unaudited Proforma Group fi nancial information comprises the unaudited proforma combined statement of fi nancial position as at 30 September 2012, and the unaudited proforma combined statement of comprehensive income and unaudited proforma combined statement of cash fl ows for the year ended 30 September 2012 (collectively the “unaudited Proforma Group fi nancial information”).

We report on the unaudited Proforma Group fi nancial information set out on pages B-3 to B-8 which have been prepared for illustrative purposes only and are based on certain assumptions after making certain adjustments to show what:

(i) the unaudited combined results and cash fl ows for the year ended 30 September 2012 of the Company and its subsidiaries (the “Group”) would have been if the Signifi cant Events stated in the Explanatory Note 1 of the unaudited Proforma Group fi nancial information had occurred on 1 October 2011; and

(ii) the unaudited combined statement of fi nancial position as at 30 September 2012 of the Group would have been if the foresaid Signifi cant Events had occurred on 30 September 2012.

The unaudited Proforma Group fi nancial information, because of their nature, may not give a true picture of the Group’s actual fi nancial results, cash fl ows and fi nancial position.

The unaudited Proforma Group fi nancial information is the responsibility of the management of the Company. Our responsibility is to express an opinion on the unaudited Proforma Group fi nancial information based on our work.

We carried out procedures in accordance with Singapore Statement of Auditing Practice 2: Auditors and Public Offering Documents. Our work, which involved no independent examination of the unaudited Proforma Group fi nancial information, consisted primarily of comparing the unaudited Proforma Group fi nancial information to the audited combined fi nancial statements of the Group for the year ended 30 September 2012, considering the evidence supporting the adjustments and discussing the unaudited Proforma Group fi nancial information with the management of the Company.

B-2

In our opinion:

(a) the unaudited Proforma Group fi nancial information have been properly prepared:

(i) on the basis stated in the Explanatory Note 2 of the unaudited Proforma Group fi nancial information;

(ii) in a manner which is consistent with the accounting policies adopted by the Company for its latest audited combined fi nancial statements for the year ended 30 September 2012, which are drawn up in accordance with the Singapore Financial Reporting Standards; and

(b) each material adjustment made to the information used in the preparation of the unaudited Proforma Group fi nancial information is appropriate for the purpose of preparing such fi nancial information.

Yours faithfully

Deloitte & Touche LLPPublic Accountants andCertifi ed Public AccountantsSingapore

Ng Peck HoonPartner

B-3

UNAUDITED PROFORMA COMBINED STATEMENT OF FINANCIAL POSITIONAs at 30 September 2012

Explanatorynote

Auditedcombined

statement offi nancial position

Unauditedproforma

adjustments

Unauditedproforma combined

statement offi nancial position

$ $ $

ASSETS

Current assets

Cash and cash equivalents 2(a)(i) 2,349,916 600,000 2,949,916

Trade and other receivables 3,591,032 3,591,032

Inventories 1,965,533 1,965,533

Total current assets 7,906,481 8,506,481

Non-current assets

Property, plant and equipment 1,030,908 1,030,908

Intangible asset 1,548,675 1,548,675

Pledged bank deposits 1,000,000 1,000,000

Total non-current assets 3,579,583 3,579,583

Total assets 11,486,064 12,086,064

LIABILITIES AND EQUITY

Current liabilities

Bank overdrafts and borrowings 412,309 412,309

Trade and other payables 1,670,604 1,670,604

Current portion of fi nance leases 26,074 26,074

Income tax payable 646,459 646,459

Total current liabilities 2,755,446 2,755,446

Non-current liabilities

Finance leases 22,600 22,600

Deferred tax liability 141,746 141,746

Other payables 24,392 24,392

Total non-current liabilities 188,738 188,738

Total liabilities 2,944,184 2,944,184

Capital and reserves

Share capital 2(a)(i) 1,880,000 600,000 2,480,000

Reserves 6,661,880 6,661,880

Total equity 8,541,880 9,141,880

Total liabilities and equity 11,486,064 12,086,064

B-4

UNAUDITED PROFORMA COMBINED STATEMENT OF COMPREHENSIVE INCOMEFor the Financial Year ended 30 September 2012

Explanatorynote

Auditedcombined

statementofcomprehensive

income

Unauditedproforma

adjustments

Unauditedproformacombined

statementofcomprehensive

income

$ $ $

Revenue 13,820,359 13,820,359

Cost of sales (6,910,306) (6,910,306)

Gross profi t 6,910,053 6,910,053

Other operating income 776,525 776,525

Marketing and distribution expenses (621,339) (621,339)

Administrative expenses (3,658,110) (3,658,110)

Other operating expenses (176,594) (176,594)

Investment revenue 2(b)(i) 144,741 (128,694) 16,047

Other gains and losses (137,201) (137,201)

Finance costs (48,783) (48,783)

Profi t before tax 3,189,292 3,060,598

Income tax expense (553,000) (553,000)

Profi t for the year 2,636,292 2,507,598

Other comprehensive income:

Exchange differences on translation of foreign operations 7,249 7,249

Net change in fair value on available-for-sale investments 466,661 466,661

Reclassifi cation to profi t or loss from equity on disposal of available-for-sale investments 61,444 61,444

Other comprehensive income for the year, net of tax 535,354 535,354

Total comprehensive income for the year 3,171,646 3,042,952

Profi t (Loss) attributable to:

Owners of the Company 2,675,014 2,546,320

Non-controlling interests (38,722) (38,722)

2,636,292 2,507,598

Total comprehensive income attributable to:

Owners of the Company 3,207,903 3,079,209

Non-controlling interests (36,257) (36,257)

3,171,646 3,042,952

Basic and diluted earnings per share (cent) 2.68 2.55

B-5

UNAUDITED PROFORMA COMBINED STATEMENT OF CASH FLOWSFor the Financial Year ended 30 September 2012

Explanatorynote

Auditedcombined

statement ofcash fl ows

Unauditedproforma

adjustments

Unauditedproformacombined

statement of cash fl ows

$ $ $

Operating activities

Profi t before tax 2(b)(ii) 3,189,292 (128,694) 3,060,598

Adjustments for:

Interest income (16,047) (16,047)

Distribution income on quoted investments 2(b)(ii) (128,694) 128,694 –

Loss on disposal of quoted investments 61,444 61,444

Finance costs 48,783 48,783

Depreciation of property, plant and equipment 266,135 266,135

Amortisation of intangible asset 94,336 94,336

Operating cash fl ows before movements in working capital 3,515,249 3,515,249

Inventories 451,648 451,648

Trade and other receivables 314,236 314,236

Trade and other payables (454,668) (454,668)

Cash generated from operations 3,826,465 3,826,465

Income tax refund 48,312 48,312

Net cash from operating activities 3,874,777 3,874,777

Investing activities

Purchase of property, plant and equipment (177,724) (177,724)

Proceeds from disposal of available-for-sale investments 1,767,657 1,767,657

Acquisition of subsidiaries arising from the Restructuring Exercise (2,000,001) (2,000,001)

Decrease in pledged bank deposits 415,000 415,000

Distribution income received from quoted investments 2(b)(ii) 128,694 (128,694) –

Interest received 16,047 16,047

Net cash from investing activities 149,673 20,979

Financing activities

Proceeds from issue of shares 2(a)(ii) 1,880,000 600,000 2,480,000

Dividends paid (3,500,000) (3,500,000)

Repayment of bank borrowings (394,862) (394,862)

Repayment of obligations under fi nance leases (35,261) (35,261)

Interest paid (48,783) (48,783)

Net cash used in fi nancing activities (2,098,906) (1,498,906)

Net increase in cash and cash equivalents 1,925,544 471,306 2,396,850

Cash and cash equivalents at beginning of year 424,372 424,372

Cash and cash equivalents at end of year 3 2,349,916 2,821,222

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Explanatory Notes:

1. Signifi cant Events

Save for the following signifi cant events relating to disposal of available-for-sale investments to the ultimate holding company and changes to the capital structure of the Group (the “Signifi cant Events”) discussed below, the directors, as at the date of this report, are not aware of any other signifi cant acquisitions or disposals of assets/subsidiaries or other signifi cant changes made to the capital structure of the Group during the fi nancial year ended 30 September 2012 and subsequent to 30 September 2012:

(a) On 4 September 2012, the available-for-sale investments represent quoted investments in a Real Estate Investment Trust and were sold to the ultimate holding company for $1,767,657.

(b) On 8 October 2012, additional shares of $600,000 were issued and paid-up via the issue and allotment of 120,000 new shares to Rhodus Capital Limited at the issue price of $5 per share.

2. Basis of preparation of the unaudited Proforma Group fi nancial information

The unaudited Proforma Group fi nancial information has been prepared based on the following:

- Audited combined financial statements of GDS Global Limited for the year ended 30 September 2012 which were prepared by management in accordance with the Singapore Financial Reporting Standards (“FRS”) and audited by Deloitte & Touche LLP, Singapore, in accordance with Singapore Standards on Auditing. The auditors’ report on these fi nancial statements was not qualifi ed.

The unaudited Proforma Group fi nancial information for the year ended 30 September 2012 is prepared for illustrative purposes only. These are prepared based on certain assumptions and after making certain adjustments to show what:

(i) the unaudited combined results and cash fl ows of the Group for the year ended 30 September 2012 would have been if the Signifi cant Events discussed above had occurred on 1 October 2011; and

(ii) the unaudited combined statement of fi nancial position of the Group as at 30 September 2012 would have been if the Signifi cant Events discussed above had occurred on 30 September 2012.

Based on the assumptions discussed above, the following material adjustments have been made to the audited combined fi nancial statements of GDS Global Limited for the year ended 30 September 2012 in arriving at the unaudited Proforma Group fi nancial information included herein:

(a) Change to capital structure

Effect of additional issued and paid-up share capital of $600,000 subsequent to 30 September 2012 and adjusted as appropriate for the following:

(i) Unaudited proforma combined statement of fi nancial position

Increase

As at30 September

2012

$

Cash and cash equivalents 600,000

Share capital 600,000

B-7

(ii) Unaudited proforma combined statement of cash fl ows

Increase

1 October2011 to

30 September2012

$

Proceeds from issue of shares 600,000

(b) Disposal of available-for-sale investments

Effect of disposal of available-for-sale investments with the fair value of $1,767,657 on 1 October 2011 at a consideration of $1,767,657, which is based on actual historical market price on 4 September 2012 and adjusted as appropriate to reverse the related distribution income for the following:

(i) Unaudited proforma combined statement of comprehensive income

Decrease

1 October2011 to

30 September2012

$

Investment revenue (128,694) (ii) Unaudited proforma combined statement of cash fl ows

Increase (Decrease)

1 October2011 to

30 September2012

$

Operating activities

Profi t before tax (128,694)

Distribution income on quoted investments 128,694

Investing activities

Distribution income received from quoted investments (128,694)

(iii) Unaudited proforma combined statement of fi nancial position

Had the disposal of the available-for-sale investments occurs on 30 September 2012 at the actual consideration of $1,767,657, which is based on the same market price as at 4 September 2012, there is no effect on the unaudited proforma combined statement of fi nancial position.

The unaudited Proforma Group financial information, because of their nature, is not necessarily indicative of the results of the operations, cash fl ows and fi nancial position that would have been attained had the Signifi cant Events actually occurred earlier. Save as disclosed in the Explanatory Notes, the management, for the purpose of preparing this set of unaudited Proforma Group fi nancial information, have not considered the effects of other events.

B-8

3. Cash and Cash Equivalents

For the purpose of presenting the unaudited proforma combined statement of cash fl ows, cash and cash equivalents comprise the following:

$

Cash and cash equivalents in the unaudited proforma combined statement of cash fl ows 2,821,222

Proforma effects(1) 128,694

Cash and cash equivalents in the unaudited proforma combined statement of fi nancial position 2,949,916

(1) Relate to the different basis of preparation of the unaudited proforma combined statement of cash fl ows and the unaudited proforma combined statement of fi nancial position.

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APPENDIX C

EUROMONITOR REPORT

All the information and data presented in this “Appendix C – Euromonitor Report”, including the analysis of the respective markets in which we operate, have been provided by the Independent Market Researcher.

Euromonitor has advised that the statistical and graphical information contained herein is drawn from its database and other sources. In connection therewith, Euromonitor has advised that:

- Certain information in Euromonitor’s database is derived from estimates or subjective judgments formed based on in-house analysis;

- The information in the databases of other data collection agencies may differ from the information in Euromonitor’s database due to differences in defi nitions, research methodology adopted, and/or underlying assumptions; and

- While Euromonitor has taken reasonable care in the compilation of the statistical and graphical information and believes it to be accurate and correct, data compilation is subject to limited audit and validation procedures.

Euromonitor’s methodologies for collection of information and data, and therefore the information discussed in this section, may differ from those of other sources.

While we believe that the information and data in this “Appendix C – Euromonitor Report” are reliable, we cannot ensure the accuracy of the information or data, and none of our Company, the Vendor, the Sponsor, the Underwriter and Placement Agent or any of our and their respective affi liates or advisors have independently verifi ed this information or data. You should not assume that the information and data contained in this section speak as at any date other than the date of the Euromonitor Report, except as otherwise indicated. You should also be aware that since the date of the Euromonitor Report there may have been changes in the commercial and industrial doors industry in Singapore or the various sectors therein that could affect the accuracy or completeness of the information in this “Appendix C – Euromonitor Report”.

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Euromonitor International Page i

COMMERCIAL AND INDUSTRIAL DOORS SINGAPORE 23rd February 2013

Business Development, Consulting Benjamin Soh Contact Number +65 6429 0590 ext 6680 Email benjamin.soh@euromonitor.com.sg Manager, Consulting Lim Hui Gee Contact Number +65 6429 0590 ext 6695 Email huigee.lim@euromonitor.com.sg Consulting Analyst Elspeth Shek Contact Number +65 6429 0590 ext 6710 Email elspeth.shek@euromonitor.com.sg

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TABLE OF CONTENTS

1. Research Background ................................................................................................................................... 1 1.1 Research Objectives ............................................................................................................... 1 1.2 Research Methodology ........................................................................................................... 1 1.3 Research Coverage ................................................................................................................ 2 1.4 Geographical Coverage .......................................................................................................... 2 1.5 Period Coverage ..................................................................................................................... 2

2. Macroeconomic Environment of Singapore ................................................................................................ 3 2.1 Overall Economic Performance .............................................................................................. 3

2.1.1 Gross Domestic Product (GDP)................................................................................. 3 2.1.2 GDP Per Capita ......................................................................................................... 6 2.1.3 Foreign Direct Investment (FDI) ................................................................................ 7

2.2 Construction in Singapore ...................................................................................................... 8 2.2.1 Sector Performance ................................................................................................... 8 2.2.2 Future Outlook ......................................................................................................... 12

3. Market Analysis of Commercial and Industrial Door Sector in Singapore ........................................... 15 3.1 Market Overview ................................................................................................................... 15 3.2 Commercial and Industrial Doors & Related Constructions ................................................. 16 3.3 Regulatory Environment ....................................................................................................... 17

3.3.1 Fire Code and Fire Safety Act ................................................................................. 18 3.3.2 Certification of Products under Product Listing Scheme (PLS) ............................... 19 3.3.3 Building Control Regulations 2003 .......................................................................... 20

3.4 Consumer Value Spend on Commercial and Industrial Doors ............................................. 20 3.4.1 Market Performance, 2008-2012 ............................................................................. 20 3.4.2 Future Prospects, 2013-2015 .................................................................................. 22

3.5 Opportunities & Threats ........................................................................................................ 23 3.5.1 Opportunities............................................................................................................ 23 3.5.2 Threats ..................................................................................................................... 24

3.6 Barriers to Entry .................................................................................................................... 25 3.7 Competitive Landscape ........................................................................................................ 26

4. Appendices ................................................................................................................................................... 28 4.1 Appendix A ........................................................................................................................... 28 Singapore Standards - SS 489:2001 ................................................................................................... 28

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1. RESEARCH BACKGROUND 1.1 RESEARCH OBJECTIVES GDS Global Pte Ltd (“the Client”) is seeking an IPO listing on the Catalist Board of the Singapore Exchange. The Client is principally engaged in the production of Commercial and Industrial Doors in Singapore. The Client offers a wide range of medium and heavy-duty roller shutters, extra-large roller shutters, fire-rated vertical shutters, hangar doors and special-purpose fire doors. As part of the listing requirements, the Client would like to engage an independent research firm to assess the potential and opportunity of “Commercial and Industrial Doors” in Singapore, for inclusion in the IPO Offer Document. Euromonitor International (“Euromonitor”) has been engaged by the Client to assess the potential opportunity in the Commercial and Industrial Doors industry in Singapore. This Euromonitor report includes analysis on the macro-environment economy and construction developments in Singapore (2009-2011), as well as a market overview of the Commercial and Industrial Doors industry in Singapore (2008-2015). An overview of the competitive landscape of the Commercial and Industrial Doors industry in Singapore for the reviewed period will also be included. 1.2 RESEARCH METHODOLOGY The market research process for this study was undertaken through top-down central research and bottom-up intelligence to present a comprehensive and accurate picture of the Commercial and Industrial Doors industry in Singapore. Euromonitor’s detailed primary research involved independent trade-level interviews with local construction developers, civil engineering consultants, manufacturers, servicing companies and all related trade association(s) and authorities involved in the industry. To generate an industry consensus on the market size, growth and developments pertinent to the study, trade interviews and official published data were sourced from multiple government organisations, news press and various industry veterans to ensure added perspective and accuracy. Secondary research was also integrated within this report: and related Commercial and Industrial Doors manufacturers’ annual reports, industry reports, and Euromonitor’s syndicated database, Passport were utilised to support findings. National statistics quoted in this review were taken from the most updated published official statistics, whenever available. With both primary and secondary research in place, Euromonitor has utilised both types of sources to validate all data and information collected, without reliance on any single source. Furthermore, a test of each respondent’s information and views against those of others and any official published data is applied to ensure reliability, and to eliminate bias from these sources. Where irregularities were found between national markets and companies, supplementary research was conducted to confirm or amend those findings. Lastly, to ensure forecasting accuracy, Euromonitor applied its standard practice of quantitative and qualitative analysis of the market size and growth trends on the basis of a comprehensive and in-depth review of the market’s historical and postulated performance. Data was cross-checked with established government figures, industry figures, trade interviews, and statistical tools (e.g. regression analysis, time-series analysis, data modelling) wherever possible. Euromonitor is committed to establishing and maintaining successful contacts within the Commercial and Industrial Doors industry in order to validate the market assessment, and to bring their data quality to the highest possible level. The Euromonitor International macro-environment statistics, where used in this report, are developed by a team of specialists focused on global economics, consumer trends, demographics, income and expenditure statistics, business environments, technology, communications, industry, energy, and the environment.

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Sources called upon for the macro-statistics include a range of national and international secondary sources, including the IMF, OECD, UN, World Bank, European Commission, national statistics and Central Banks. 1.3 RESEARCH COVERAGE Commercial and Industrial Doors

Only medium and heavy-duty roller shutters, extra-large roller shutters, hangar doors, doors possessing special features, as well as fire-rated vertical shutters will be included in the study. Standard Commercial and Industrial Doors are generally considered to be no less than 1.2m by 1.2m in dimension. All doors that are smaller than the standard dimensions described above will be excluded from the study. Swing doors, hinge doors, and residential garage doors are also excluded in the study. However, swing and hinge doors that are embedded as part of the design of a medium or large size shutter door will be included in the assessment. Materials used in the manufacture of such Commercial and Industrial Doors are typically metallic in nature. Commercial and Industrial Doors made of solely from Glass, Wood or other non-metallic materials are not included in this definition. 1.4 GEOGRAPHICAL COVERAGE The geographical coverage of this research includes:

Singapore only 1.5 PERIOD COVERAGE Market reviews for this report will include the period covering from 2008 through 2015. Specifically, 2008 through 2012 will be referred to as the “historical review period”, and 2013 through 2015 will be referred to as the “forecast period” for this entire report.

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2. MACROECONOMIC ENVIRONMENT OF SINGAPORE

2.1 OVERALL ECONOMIC PERFORMANCE 2.1.1 Gross Domestic Product (GDP1) Real GDP slowed in 2011 due to weakened external demand after strong rebound in 2010

Singapore’s open and highly trade-dependent economy led to contracting growth in 2009 due to weak external demand resulting from the global financial crisis. The slump caused real GDP growth to dip below the line to -0.8% in 2009, to S$274.7 billion. Singapore staged a broad-based recovery in 2010 when real GDP growth surged by 14.8% – second only to Macau as the highest rate in Asia. The country’s economy has seen a strong recovery since the recession in 2009. Singapore's improved economic performance is the result of increased demand for the country's exports, which in turn raised the inflow of foreign investment. This improvement was attributed to the increase in output across all industries, with the service industry accounting for most of its increase as it contributes to more than half of Singapore’s GDP. The economic growth started slowing down again in 2011, with real GDP growth registering 5.2% and 1.3% in 2011 and 2012 respectively. In 2011, external demand weakened due to the global economic slowdown, as well as the severe flooding in Thailand that had a serious impact on local trade supply chains, leaving domestic demand as the main contributor to economic growth. According to the Ministry of Trade and Industry of Singapore, Singapore’s economic growth was fairly subdue in 2012, largely due to the continued ill-performance of export industries such as the electronics manufacturing cluster. In contrast, expansion in the construction sector over in 2012 as well as the 2013 was and is expected to be a pillar of support for the Singapore economy and help contribute to its positive growth on an overall level. Chart 1 GDP and Real GDP Growth in Singapore (2009 – 2012)

Source: Ministry of Trade and Industry, Economic Survey of Singapore 2012 Table 1 GDP and Real GDP Growth in Singapore (2009 – 2012)

2009 2010 2011 2012

CAGR 09-12

Total GDP at Current Market Prices (S$ billions) 274.7 315.9 334.1 345.6 8.0%

Real GDP Growth at 2005 Market Prices (%) -0.8 14.8 5.2 1.3 -

Source: Ministry of Trade and Industry, Economic Survey of Singapore 2012

1 Refers to the aggregate value of the goods and services produced in the economic territory of Singapore.

274.7 315.9

334.1 345.6

-0.8%

14.8%

5.2%

1.3%

-5%

0%

5%

10%

15%

20%

-100

0

100

200

300

400

2009 2010 2011 2012

Real G

DP G

rowth (%

) To

tal G

DP

(in S

$ bi

llion

)

Total GDP (Current Market Price) Real GDP Growth (2005 Market Price)

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Beyond 2012, the pace of Singapore’s economic growth will continue to be affected by the global economy, which has remained fragile and vulnerable to downside risks. The US labor market remained sluggish, with unemployment rate at a high level of 8.9%2 in 2011, compared to Singapore’s low 2.0%3 in the same year. The Eurozone economies also remained weak, as ongoing fiscal austerity and bank deleveraging continued to dampen domestic demand in the region. Notwithstanding the support of rising domestic demand, growth in Asia was curtailed by lackluster export performance amid the increased uncertainty surrounding the Eurozone’s political climate and fiscal outlook. As such, a disorderly sovereign debt default in the Eurozone cannot be ruled out at this stage. If it occurs, there will be considerable downsides for the global economy, including Singapore’s export industries and GDP performance as a whole. Manufacturing sector drove overall real GDP growth in 2011

Stable domestic and regional demand enabled the manufacturing sector to significantly contribute to the domestic economy in 2011. The manufacturing sector, accounting for 20.8% of total GDP (see Chart 2), expanded by 7.8% in 2011 (see Chart 3), compared to the strong growth of 29.7% seen in 2010. Despite the slowdown in the electronics sector due to decreased demand in the US and European markets; strong growth in the biomedical manufacturing industry was able to offset the contraction and drove overall sector performance. All other industries recorded an increase in output. Service industries contributed 68.9% of the nation’s GDP (a majority share), with sectors like finance & insurance, and accommodation & food services, supporting the industries’ modest growth rate of 4.6%. Singapore’s pro-business environment and political stability have attracted many multi-national banking and investment firms, as well as fast-moving consumer goods companies to set up their Asian headquarters in Singapore. The construction sector grew by 6.3% in 2011, up from 3.9% in the previous year, supported by an increase in residential building works. With the government ramping-up the Housing Development Board (HDB) building program, and with the Marina Bay Cruise Centre construction project completed in 2012, the sector’s performance was outstanding in 2012. As of 2011, the construction sector contributed to 4.2% of the GDP of Singapore. Chart 2 GDP Contribution by Industry in Singapore (2009 – 2012)

Source: Ministry of Trade and Industry, Economic Survey of Singapore 2012

2 http://www.bloomberg.com/news/2011-03-04/u-s-payrolls-climbed-192-000-in-february-as-jobless-rate-declined-to-8-9-.html 3 http://www.mom.gov.sg/Publications/mrsd_qtlmr114.pdf

5.2% 4.2% 4.2% 4.4%

20.7% 21.6% 20.8% 20.7%

68.4% 68.6% 68.9% 68.5%

5.7% 5.6% 6.1% 6.4%

2009 2010 2011 20120%

20%

40%

60%

80%

100%

% C

ontr

ibut

ion

to

Tot

al G

DP

Construction Manufacturing Service Industries Other Industries

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Chart 3 Real Growth across Key Industries in Singapore (2009 – 2012)

Ministry of Trade and Industry, Economic Survey of Singapore 2012 Table 2 Contribution to Total GDP by Industry (2009 – 2012), SGD Bn

SGD Billion 2009 2010 2011 2012 CAGR 09-12

Total GDP at Current Market Prices 274.7 315.9 334.1 345.6 8.0%

Construction 13.6 12.6 13.2 14.2 1.6%

Manufacturing 54.0 64.5 65.4 67.2 7.6%

Service Industries 178.2 204.3 216.6 222.3 7.6%

Other Industries 14.9 16.6 19.0 20.9 11.9%

Taxes on Products 13.9 17.9 19.9 21.0 14.7%

% Contribution to Total GDP at Current Market Prices1

100.0 100.0 100.0 100.0

Construction (%) 5.2 4.2 4.2 4.4

Manufacturing (%) 20.7 21.6 20.8 20.7

Service Industries (%) 68.4 68.6 68.9 68.5

Other Industries (%) 5.7 5.6 6.1 6.4

Real GDP Growth at 2005 Market Prices -0.8 14.8 5.2 1.3

Real Growth in Construction (%) 17.1 3.9 6.3 8.2

Real Growth in Manufacturing (%) -4.2 29.7 7.8 0.1

Real Growth in Service Industries (%) -0.6 11.1 4.6 1.2

Real Growth in Other Industries (%) 0.2 1.8 1.1 1.7 1. Percentage based off total GDP, excluding “Taxes on Products”. Ministry of Trade and Industry, Economic Survey of Singapore 2012

17.1%

3.9% 6.3% 8.2%

-4.2%

29.7%

7.8%

0.1% -0.6%

11.1%

4.6% 1.2%

-0.8%

14.8%

5.2% 1.3%

-10%

0%

10%

20%

30%

2009 2010 2011 2012

Perc

ent

Construction Manufacturing Service IndustriesOther Industries Real GDP Growth

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2.1.2 GDP Per Capita Singapore listed as the world’s most affluent country by GDP Per Capita in 2010

In just under a year, Singapore’s GDP per capita rebounded from -4.4% in 2009 to an astonishing 14.2% in 2010. The Wealth Report 2012, a global study on property and wealth complied by Knight Frank and Citi Private Bank, listed Singapore as the world’s most affluent country by GDP per capita. Singapore topped the chart in 2010 as a result of the combination of economic growth and low population growth and is forecasted to remain in this position in 2050. However, the Institute of Chartered Accountants in England and Wales (ICAEW)4 cautioned that even though GDP per capita across the region is expected to grow over the course of the present decade, it should be noted that income per head does not take into account the distribution of wealth. Nevertheless, consistently rising national output ultimately raised living standards for the populace. Growth slowed due to low export demand and falling commodity prices

In 2011, the economic outlook for Singapore was less favorable than in previous years as the GDP per capital growth slowed to a single digit 2.2%. This slowdown reflected the fact that export growth is no longer the primary growth driver for many ASEAN nations. Falling commodity prices and slowing export demand are prompting central banks to turn to stimulus measures. In the second half of January 2011 alone, the central banks of Indonesia, Thailand and the Philippines have reduced their policy rates. Low demand and Eurozone uncertainty remain concerns for the world economy. As a result, the ICAEW has advised Singapore businesses to act on the lessons learned during the previous downturn and focus on sound financial management while looking for new opportunities in other markets. Chart 4 GDP Per Capita Growth in Singapore (2009 – 2011)

Source: Singapore Department of Statistics, Yearbook of Statistics 2012, Per Capita Indigenous GDP($). Table 3 GDP Per Capita and Growth in Singapore (2009 – 2011) , SGD

SGD 2009 2010 2011 CAGR 09-11

GDP Per Capita in Current Market Prices 41,284 47,148 48,189 8.0%

Growth in GDP Per Capita (%) -4.4% 14.2% 2.2%

Source: Singapore Department of Statistics, Yearbook of Statistics 2012, Per Capita Indigenous GDP($).

4 Economic Insight: South East Asia, Institute of Chartered Accountants in England and Wales (ICAEW)

-4.4%

14.2%

2.2%

-10%

-5%

0%

5%

10%

15%

2009 2010 2011

Perc

ent

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2.1.3 Foreign Direct Investment (FDI5) Growth of FDI on its way back to pre-crisis level

FDI is a significant driver of Singapore's economy and 2008 saw a decrease in the rate of inflow due to the global credit crunch. However, thanks to its favorable legal framework and public policies, Singapore continues to be a premier destination for FDI. Low levels of taxation and an accommodating business environment supports major trade flows from other countries. This openness to trade, and the resulting increase in FDI rates, has put Singapore in good stead during this period of unprecedented economic growth in the Asia Pacific region. These liberal trade policies in Singapore has, on the other hand, also increased its exposure to the volatile international markets. Inflow of FDI to Singapore, comprised of direct equity investment and net lending from foreign direct investors, reached S$618.6 billion in 2010, a 7.9% increase from S$573.3 billion in 2009. Due to investors once again having confidence of the market, the country's FDI saw moderate growth in 2010, approaching near to the 9.2% rate it saw before the global crisis in 2008. A study in late 2011 by A.T. Kearney, a management consultancy firm, has also ranked Singapore in the 7th place in their 2011 Foreign Direct Investment Confidence Index List; a significant jump from its previous ranking of 24th place in 2010. This is indicative of promising growth, and represents a considerable improvement in investment attractiveness in 2011. As at end-2012, stock of FDI in Singapore of 2011 was projected to be approximately S$650.9 billion6. Chart 5 Stock of Foreign Direct Investment by Industry in Singapore (2008 – 2010)

Source: Singapore Department of Statistics, Yearbook of Statistics 2012 Most FDI are in Financial & Insurance Services and Manufacturing sectors

FDI in Singapore in 2010 was primarily made in the Financial & Insurance Services sector and the Manufacturing sector, accounting for 42.7% and 21.2% respectively. These two sectors, when combined, accounted for close to three-fifths of the total FDI in Singapore. On the other hand, the construction sector contributed minimally to the total FDI in Singapore, accounting for a mere 0.3% (or S$2.2 billion) in 2010. This was due to the strong presence of local real estate developers and construction companies. It is worth noting that FDI in Singapore has proven especially successful for the Financial & Insurance Services sector, where the banking liberalization program initiated by the Singapore Government in 1999 5 Refers to the value of direct investment positions as at the end of the reference period. Foreign investment positions will only qualify as FDI stock when a direct investment relationship can be established between the foreign investor and the Singapore enterprise. Direct Investment comprises foreign direct equity investment and net intercompany debt between the direct investor and the direct investment enterprise. 6 http://www.singstat.gov.sg/stats/themes/economy/investment.html

19.7% 19.1% 18.1%

41.1% 41.6% 42.7%

18.2% 17.3%

17.8% 20.6% 21.5%

21.2% 0.4% 0.5%

0.3% 508.3 573.3 618.6

2008 2009 20100

100

200

300

400

500

600

700

Con

trib

utio

n to

FD

I (S

$ bi

llion

)

Other FDIs Financial & Insurance ServicesWholesale & Retail Trade ManufacturingConstruction

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eased restrictions on applications for service licenses for foreign banks to operate in the country. In 2010, Singapore attracted a total of S$263.9 billion from just the Financial & Insurance Services sector, or 42.7% of the total FDI. This amount grew by 10.6% from 2009. While measures such as the removal of a 40% ceiling on foreign ownership of local banks, and a 20% aggregate foreign shareholding limit on finance companies, have relaxed the granting of full service licenses to foreign banks, the government has put other controls in place to protect local banks. For example, the government disallows the complete acquisition of a local bank by a foreign bank, and there is a mandatory approval by the Minister in charge of the Monetary Authority of Singapore (MAS) should there be any acquisition exceeding the prescribed thresholds of 5 percent, 12 percent or 20 percent of the shares or voting power of a local bank. Table 4 Stock of Foreign Direct Investment by Industry in Singapore (2008 – 2010)

As at year-end 2008 2009 2010 CAGR 08-10,

%

Total Stock of FDI (SGD bn) 508.3 573.3 618.6 -

Growth in Total Stock of FDI (%) 9.2 12.8 7.9 10.3

FDI Intensity (%)

FDI from Construction (SGD bn) 1.9 2.8 2.2 -

Growth in FDI from Construction (%) 26.2 43.8 -21.6 6.2

FDI from Financial & Insurance Services (SGD bn) 209.1 238.6 263.9 -

Growth in FDI from Financial & Insurance Services (%) 7.4 14.1 10.6 12.3

FDI from Manufacturing (SGD bn) 104.5 123.0 130.8 -

Growth in FDI from Manufacturing (%) -10.3 17.7 6.4 11.9

FDI from Wholesale & Retail Trade (SGD bn) 92.5 99.4 109.9 -

Growth in FDI from Wholesale & Retail Trade (%) 20.8 7.4 10.5 9.0

Other FDIs (SGD bn) 100.2 109.5 111.8 -

Growth in Other FDIs (%) 31.7 9.3 2.1 5.6

Source: Singapore Department of Statistics, Yearbook of Statistics 2012, Note: FDI Data for 2011 has yet to be made available at the point of research 2.2 CONSTRUCTION IN SINGAPORE 2.2.1 Sector Performance Overall sector growth in 2011 sustained due to robust public sector demand

The construction sector grew at a modest real growth rate of 2.6% (see Table 2) from 2010 to 2011, drawing from ongoing projects. This was a much lower rate than the overall real GDP growth of 4.9% in 2011. Despite the slower real value growth in the ongoing construction sector for the year, the total construction demand7 for the country rose by 28.8%, from S$27.6 billion in 2010 to S$35.5 billion in 2011. The surge in public sector construction demand came mainly from the boost in public housing projects and Mass-Rapid Transit (MRT) Downtown Line Stage 3 which drove the growth of overall construction demand in 2011. This boost is expected to spill over into 2012 and subsequent years. 7 Construction demand is measured by total value of all construction contracts awarded within the year, excluding reclamation projects.

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Comparing private and public sector development; demand value growth within the public sector saw a rebound from the previous -38.5% in 2010, to a strong positive rate of 78.7% in 2011, contributing S$15.3 billion, or 43.1% out of the total construction demand value. The public projects included public housing developments, as well as institutional building and civil engineering projects. On the other hand, the remaining 56.9% of total construction demand value in 2011 comes from private residential building construction, totaling S$20.2 billion. The budget plan proposed in 2009, where the Singapore government injected S$4.4 billion into infrastructure spending plus health and education improvements saw its effects gradually materializing in 2010, adding a boost to the construction sector. The government continued to inject funds into the local construction sector in 2011, and the government expenditure on construction and infrastructure development is expected to continue into the forecast period. Chart 6 Construction Demand in Singapore (2009 – 2011)

Source: Singapore Department of Statistics, Yearbook of Statistics 2012 Chart 7 Growth in Construction Demand in Singapore (2009 – 2011)

Source: Singapore Department of Statistics, Yearbook of Statistics 2012 Public residential and civil engineering projects generate high public sector demand

In March 2009, the Singapore government announced a plan to invest S$15.0 to S$17.0 billion per year in 2010 and 2011 in infrastructure projects, including roads, public housing and other social facilities. Specifically, public housing projects and the development of the MRT Downtown line have created strong public sector construction demand, and this has resulted in a 28.8% year-on-year growth in Singapore’s construction demand from S$27.6 billion in 2010, to S$35.5 billion in 2011. Also, public institutional construction projects such as the Institute of Technical Education (ITE)’s third regional campus at Ang Mo Kio, the development of the Jurong General Hospital (a community hospital at Jurong East), construction of the Sports Hub at Kallang, redevelopment of the Victoria Theatre and

13.9 8.6

15.3

8.6 19.0

20.2 22.5

27.6

35.5

2009 2010 20110

10

20

30

40

Construction Demand

(S$ billion)

Public Sector Private Sector

-10.2%

-38.5%

78.7%

-57.3%

120.6%

6.3%

-36.9%

22.4% 28.8%

2009 2010 2011-100%

-50%

0%

50%

100%

150%Percent

Growth (Public) Growth (Private) Growth (Total)

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Victoria Concert Hall at Empress Place all contributed to a significant share of demand in the historical review period. The development projects mentioned above are scheduled to be completed between 2012 and 20178. Moderated growth in private sector due to more cautious investment by developers

Unlike the public sector, private sector construction demand did not paint as rosy a picture, having been affected by the global economic uncertainty as well as cooling measures to curb speculative property investment by the government. After the recovery in 2009 resulting from improvements in the country's economic conditions and extremely low interest rates, there was a sudden boom in the private residential properties market. This resulted in triple-digit 120.9% growth in private residential construction demand in 2010. The phenomenon was observed not only in residential properties, but also across private commercial and industrial property types, where construction demand also saw astronomical growth rates between 93.7% and 446.0% in the same year. For the whole of 2010, commercial property prices had increased by 17.6%, compared with the 1.8% rise in 2009.9 Starting in 2010, a series of property cooling measures and restrictions were implemented to curb speculation due to the market heating up. Examples of such cooling measures included the imposing of a minimum number of occupancy years, as well as the introduction of the seller’s stamp duty on sellers who buy (or acquire) residential properties on or after 20 February 2010 and sell (or disposed of) them within one year of acquisition for residential properties10. The government did not interfere with private industrial property development in the historical review period. Though unable to reduce the price and demand of commercial properties, prices of all types of private properties as a whole were moderated by the successive rounds of cooling measures. As a result, the increase in pricing was significantly lower in 2011 than it was in 2010. Prices of private residential, office, shop and industrial properties increased by 5.9%, 13.8%, 5.3% and 27.1% respectively in 2011 when compared to 2010 (see Table 5). Growing interest in commercial and industrial real estate

Sustained by optimistic office space demand and a vibrant retail sector, private sector commercial construction demand in 2011 is still backed by relative strong commercial and industrial growth in building activities, despite the economic slowdown. Private residential property investors who are priced out of their segments also shifted their focus to the commercial and industrial real estate market. Prices of private industrial properties still moved upwards, at 27.1% in 2011, 3.4% higher than the previous year. Construction demand for private industrial properties also grew at 54.3%, the highest across all the private property types reviewed. Table 5 Y-o-Y Changes to Private Property Prices (2010 – 2011)

% 2010 2011

Private Residential 17.6 5.9

Private Office 18.9 13.8

Private Shop 8.6 5.3

Private Industrial 23.7 27.1

Source: Urban Redevelopment Authority News Releases Rising number of approvals ready to capitalize on future demand for commercial spaces

The number of commercial and industrial development approvals rose over the historical review period of 2009 to 2011 to cater to the increasing demand for good quality, prime commercial property as well as for prepared industrial land 11 in Singapore. Building plan approvals for commercial and industrial 8 MRT Downtown line is scheduled for completion in three stages - 2013, 2015 and 2017. 9 http://www.ura.gov.sg/pr/text/2011/pr11-13.html 10 http://www.iras.gov.sg/irasHome/page04.aspx?id=10212 11 http://www.jtc.gov.sg/News/Press-Releases/Pages/20090902(PR).aspx

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developments saw a 15.7% increase over the 3 years, as the 2010 decline reversed and grew by 120.3% in 2011 (see Table 6). This healthy growth of building plan approval in the recent period, will signify a strong positive growth in the building completion (thousand m2 gross) in the near future to meet rising commercial and industrial needs in Singapore. Table 6 Commercial and Industrial Building Approvals and Completions (2009 – 2011), ‘000 m2 gross

2009 2010 2011 CAGR 09-11 (%)

Building Plan Approval (Thousand m2 gross) 1,452 883 1,945 15.7

Commercial 244 142 273 5.8

Office Space 201 23 177 -6.2

Shop Space 43 119 96 49.4

Industrial 1208 741 1672 17.6

Factory Space 1,013 590 1,319 14.1

Warehouse Space 195 151 353 34.5

Building Completion (Thousand m2 gross) 2,137 1,363 1,466 -17.2

Commercial 457 414 373 -9.7

Office Space 215 271 305 19.1

Shop Space 242 143 68 -47

Industrial 1680 949 1093 -19.3

Factory Space 1,412 844 797 -24.9

Warehouse Space 268 105 296 5.1

Source: Singapore Department of Statistics, Yearbook of Statistics 2012 As a result of the persisting Eurozone debt crisis, the faltering economic recovery of the US and the slowing growth momentum in Asia, investors’ business confidence was affected and various investments are deemed riskier than before. Nevertheless, the challenging business and investment climate presented a favourable circumstance for the property market. Investors turn their attention to the property market as interest rates for borrowings reached a record low. With many rounds of anti-speculation measures implemented in the residential sectors by the Singapore government to cool prices, investors have directed their attention to the commercial and industrial property market, ramping up the demand for commercial and industrial property developments. Coupled with a growing number of foreign companies keen to establish offices in Singapore to benefit from Asia’s growth momentum and diversify from the Eurozone’s shrinking economy, the commercial and industrial market will continue to bloom in the near future. The growing number of approvals is set to take advantage of future demand for commercial spaces, which will extend beyond the traditional financial services sector. For instance, with Singapore set to open up its legal sector, and thereby position the city-state as a legal hub, 23 firms (including London-based Watson, Farley & Williams LLP, DLA Piper and Jones Day) are expected to require office spaces once their applications have been reviewed and their licences are awarded by end of 2012. Strong government support indirectly cushioned industry from the 2010 economic downturn

Fuelled by the S$20.5 billion stimulus package introduced in January 2009 which was aimed at cutting taxes and boosting spending, the construction industry was not significantly impacted by the economic downturn in 2009 and 2010. Of the total package, around S$4.4 billion was allocated to improving infrastructure, education and health. In addition, the property tax on land approved for development was deferred for up to two years, until January 2011, or the date the project receives its temporary occupation permit. The deferral has successfully incentivized property developers who held back on developments to continue with the construction schedule as planned. This trend is evident from the growth of 117.5% in the

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total value of contracts awarded (see Table 7) for construction work between 2009 and 2011 across all property types. Table 7 Contracts awarded by sector, 2007-2011, SGD mn

SGD mn 2007 2008 2009 2010 2011 CAGR 08-11

Commercial 5230 8456 1650 3237 3342 -26.6%

Growth % 120.4% 61.7% -80.5% 96.2% 3.2% - Industrial 6968 3741 2040 4790 5009 10.2%

Growth % 26.4% -46.3% -45.5% 134.8% 4.6% - Total 12198 12197 3690 8027 8351 -11.9%

Growth % 54.7% 0.0% -69.7% 117.5% 4.0% - 1. Refers to the full contract awarded to the main contractor by the developerandowner even though part or all of the works may be further sub-contracted to other contractors.

Source: Building and Construction Authority Decline in building completion due to construction bottlenecks

The total number of commercial and industrial developments that have been completed has experienced a U-shape recovery since 2009. Investors have deemed the Asia Pacific region as being the strongest economically despite a period of global economic uncertainty. The number of commercial and industrial developments that were completed between 2008 and 2011, peaked in 2009. This was due to strong demand for private residential and commercial developments in 2008, which has resulted in the construction demand reaching a record high of 34.6 billion12. However, commercial and industrial constructions in terms of Building Completion (Thousand m2 gross) declined soon after and the sector saw a negative CAGR of 17.2% between the historical review period. Major construction projects such as the Resorts World Sentosa (RWS), Marina Bay Sands (MBS), Marina Business Financial Centre (MBFC) are completed in stages since early 2010 and these projects have also contributed to the peak number of completion projects in the same year. The constructions of these major projects during the period 2007 to 2010 had resulted in a tight construction capacity or bottlenecks that has led to the government announcing a deferment of about S$4.7 billion worth of public sector construction projects to 2010 and beyond, with an aim to further ease pressure on construction resources in Singapore. Geo political matters such as the Indonesian announcement to ban the export of concreting sand was also one of the challenges that faced the construction sector in 2007 which exacerbated rising construction costs faced by the industry. The government has since been actively sourcing for new sand sources as well as releasing sand stock piles since the ban, thus alleviate the rising costs and shortages13. 2.2.2 Future Outlook Bright years ahead for the construction sector

Given the high volume of commmercial and industrial building approvals issued between 2009 and 2011, Singapore was predicted to see a sustained level of construction demand for 2012, with an annual estimated value of contracts awarded to be at S$ 28.1 billion. While the total construction demand is likely to see a slowdown in growth in the short term, the previously recorded high volume of contracts awarded in 2011 is expected to translate into strong on-site construction activities over 2013 and 2014. Building and Construction Authority of Singapore (BCA) estimates that the total building construction demand based on the contracts awarded, is projected to hit between S$26-S$32 billion in 2013, and soften to S$20-S$28 billion per year in 2014 and 2015 (see Table 8).

12 Building and Construction Authority of Singapore 13 http:andandwww.bca.gov.sgandnewsroomandothersandpr240107.pdf

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Out of the total construction demand for 2012, projected at S$28.1 billion, about 33%14 was estimated to come from the public sector, including residential, industrial, commercial, institutional and other building projects as defined by BCA15. The situation is expected to reverse in 2013, where construction demand from the public sector will strengthen, contributing to more than half (~53%) of the total construction demand in 2013. Other than public housing projects, major public sector projects such as Jurong Town Corporation(JTC)’s Very Large Floating Structure (VLFS) at Pulau Sebarok, the Energy Market Authority’s 4th storage tank for the liquefied natural gas terminal at Jurong Island, and the National Technological University’s Undergraduate Halls of Residences at Nayang Avenue/Crescent are expected to contribute between S$14 billion and S$17 billion worth of construction demand for 2013. The healthy outlook of the construction sector over the forecast period of 2013 to 2015 is an excellent opportunity to enhance productivity and achieve more sustainable growth. With Singapore’s aging local workforce and its heavy reliance on the foreign workforce, rebranding the construction sector is critical to the sector’s sustained growth. Construction is a vital part Singapore’s character, and it is important for the sector to continually engage new entrants, as well as current employees. The construction sector was urged to take bold steps to start fundamentally reshaping itself in order to enhance its image. Table 8 Review and Outlook for Construction Demand (2012 – 2015)

2012p 2013f 2014f and 2015f

Construction Demand - Value Of Contracts Awarded (SGD bn) 28.1 26 to 32 20 to 28 per year

Public contracts awarded (S$ billion) 9.3 14 to 17 11 to 14 per year

Private contracts awarded (S$ billion) 18.8 12 to 15 9 to 14 per year1

Construction Output - Payment Made for Work Done (SGD bn) ~31 31 to 33 22 to 30 per year

Note: P: Preliminary; f: Forecast 1. EMI’s estimates. BCA did not publish relevant data as of 16 Jan 2013 Source: Building and Construction Authority News Releases Note: Abovementioned forecast data accurate as at 16 Jan 2013 Businesses tread cautiously, strategic plans are likely to be postponed

The uncertainty surrounding the global economy has had a direct impact on commercial and industrial property development in Singapore. Businesses tread cautiously in their corporate plans, and major strategic choices are likely to be postponed until 2013 as they await the affirmative economic data which are crucial for making the right investment choices and strategic expansion plans. F&B operators and new-to-market brands supports active commercial sector and high occupancy rate

The completion of several new projects such as the Star Vista (Buona Vista), 100AM (Tanjong Pagar), Orchard Central, 313@Somerset, Scotts Square, ION Orchard and Plaza Singapura’s extension have contributed a total of 4,235,016 square meters of retail space to the Singapore market, and while the recent announcement of QE3 may have temporarily increased consumer confidence, the long term prospects of the local economy remains ambiguous. Nevertheless, consistent progress in the local economy will underpin the bustling commercial sector.

14 http://www.bca.gov.sg/newsroom/others/pr16012013_CP.pdf 15 http://www.bca.gov.sg/newsroom/others/pr16012013_CPA.pdf 16 Asia Pacific Property Digest, 3Q 2012, Jones Lang Lasalle

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Businesses become increasingly cost conscious and less forthcoming in their expansion plans

With China and the Eurozone experiencing consecutive months of low Purchasing Managers Indices (PMI), economic drivers in major economies are experiencing a downward trajectory. This mirrors similar contractions that were seen in Singapore’s manufacturing output and the latest trade and export data as of end 2012. Due to weak economic conditions both globally and locally, tenants have held back in committing to new business spaces, and instead have consolidated their operations by relocating to suburban areas such as the UE Bizhub East located within Changi Business Park. New projects such as One @ Changi City and Infinite Studios @ Mediapolis are expected to support this relocation trend, as they are expected to add 80,000 sqm17 of new business park space to Singapore’s Industrial market, catering to the specialized needs of different businesses. For example, the Mediapolis will cater largely to tenants within the digital media sector, whereas the Changi Business Park has become home to the operations departments of many local and foreign banks. Slower economic conditions will see businesses becoming increasingly cost conscious and less forthcoming in their expansion plans. As a result, demand for new business space will likely be muted. Additionally, as an attempt to raise productivity, the government has reduced the hiring quota of foreign labor and this has resulted in local businesses facing obstructions in their hiring process. This restriction on foreign manpower could bring about lowered demand for leasing as businesses are expected to face rising labor costs, which will force them to operate with reduced labor capacities.

17 Asia Pacific Property Digest, 3Q 2012, Jones Lang Lasalle

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3. MARKET ANALYSIS OF COMMERCIAL AND INDUSTRIAL DOOR SECTOR IN SINGAPORE

3.1 MARKET OVERVIEW Commercial and Industrial Doors market made up by less than twenty local manufacturers

Only medium and heavy-duty roller shutters, extra-large roller shutters, hangar doors, doors possessing special features, and fire-rated vertical shutters will be included in this study. Standard Commercial and Industrial Doors are generally no less than 1.2m by 1.2m in dimension. In this assessment, specialist industrial doors installed in industrial spaces and commercial hubs, as well as the shutters at business offices, retail spaces, stall shutters at hawker centers, as well as roller shutters used at the rubbish chute at new housing estates in Singapore are taken into account for this study. As of 2012, there are less than twenty local players in the Commercial and Industrial Doors industry who manufacture the door types described above. Within the industry, there is a small group of larger-scale players who specialize in the production of fire-rated, specialist and customized industrial doors as well as the conventional shutters used in the retail space. The pool of smaller-scale players for Commercial and Industrial Doors is slightly bigger, with some of them specializing in the production of one or two models of fire-rated Commercial and Industrial Doors or sole production of non-fire-rated shutters with minimal special functionality, meant for use in the retail and offices spaces. Larger-scale manufacturers are mostly involved in public construction projects

The number of larger-scale players is small (approximately 6–7 players) because of the stringent regulatory controls by the BCA and Fire Safety and Shelter Department (FSSD) for the production and testing of the involved speciality good. Due to the stringent controls, players must be able to keep a high amount of capital expenditure and investment, not just in the production of the doors in Singapore, but also to engage in continuous research & development (R&D) efforts to ensure that their doors pass the specific requirements and testing set by the authorities. The clientele of this small group of larger-scale players comes mainly from the public sector (e.g. defense, social and security) and the industrial development sector, where fire-security, special locking-features and other specific functionality of shutters are required. As such, their project value tends to be larger. Larger-scale players are not totally absent within the space of non-fire-rated doors or conventional shutter doors used for retail space and offices. These larger-scale manufacturers are also known to manufacture the conventional shutters, which they either sell through their own sales channel or through third party distributors. Smaller-scale manufacturers focus on conventional shutters in retail and office spaces

The bulk of smaller-scale industrial shutter and door manufacturers focus mainly on shutters meant for use in the retail space, office building or food centres, where the requirements on Commercial and Industrial Doors are simpler (mostly being non-fire shutters). These smaller-scale manufacturers typically provide installation and servicing alongside with supplying the doors, although some of them do not perform any installation services for their clientele. A small number of them specialize in the sole production of fire-rated doors, but as their range of models is fairly limited, and their business network is not as extensive, they are considered to be the smaller-scale players in the industry. Of approximately 220 companies listed on the BCA’s Registered Contractors and Licensed Builders listing, there are less than twenty local manufacturers of Commercial and Industrial Doors. The rest of the companies are either involved in the installation, maintenance services, or the production of other types of doors (e.g. wooden doors), and other furnishings for building and civil engineering works. Aside from manufacturing Commercial and Industrial Doors, some of these local manufacturers are also known to import Commercial and Industrial Doors that have special specifications that cannot be produced in Singapore.

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Demand closely linked to commercial, industrial and public infrastructure developments

Commercial and Industrial Doors, more often than not, constitute one of the fundamental installations in a commercial or industrial building development. There is a need for these doors for both security and fire protection needs, and the fact that some specific business operations require a larger than usual size door that can be retracted. As a result, the demand for these doors relies heavily on new commercial (office and retail), industrial, and residential construction projects, and moves in tandem with such developments. The number of residential construction projects has been growing because of the government’s intent to increase the supply of BTO flats in recent years to cater to housing shortages and sky-high housing prices18. Other government projects, which require infrastructure developments such as MRT lines, hospitals and sports facilities, as well as defense needs, also contribute significantly to the demand for Commercial and Industrial Doors in Singapore. 3.2 COMMERCIAL AND INDUSTRIAL DOORS & RELATED

CONSTRUCTIONS Product types & requirements of doors varies with construction projects

The demand for particular types and materials of Commercial and Industrial Doors varies with the construction projects, and sometimes with the specific site of installation. Typically, not all doors within a commercial, industrial or public construction require a fire-rating. The project consultant involved in the construction project will be able to advise the building developer if such doors are required, including wtether or not the specific site requires other specialty functions as well. For instance, in the MRT stations in Singapore, the shutters that are used in the construction are not necessarily all fire-rated. According to trade sources, the location of the station would typically affect the type of shutters required. Stations located in the city could be used as a bomb shelter; and hence fire-rated shutters will be required. The shutters used in stations in the city will also need to undergo fire tests to ensure that they can undertake a certain level of fire insulation, as well as shock, should a bomb be activated. While non-fire rated doors do not require as much certification for their features, fire-rated doors will require certification and approval for use by the related regulatory bodies (see section 3.3). To help commercial and industrial developers and owners meet building and fire safety needs in Singapore, manufacturers of Commercial and Industrial Doors need to ensure that the doors they produce for commercial or industrial construction work comply with the guidelines laid out in the Code of Practice for Fire Precautions in Building (Fire Code) and Fire Safety Act introduced by the Singapore Civil Defense Force (SCDF). The following table details both fire-rated and non-fire-rated Commercial and Industrial Doors, the two most commonly discussed shutters in the industry, and their applications in key commercial, industrial and public projects in Singapore.

18 http://business.asiaone.com/print/A1Business/News/Story/A1Story20130101-392839.html

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Table 9 Fire-rated & Non-Fire-rated Commercial and Industrial Door Types in Singapore

Door Type (s) Commercial, Industrial and Public Projects Applications (non-exhaustive)

1. Fire-Rated Shutters Vertical, horizontal, lateral, mini fire shutters, and insulated fire shutters. These are generally approved by the Singapore Civil Defence Force with products listed under Certified Fire Product Listing Scheme.

(1) Industrial factories, warehouses (2) Specific sites within an office, retail, hotel, schools, government

buildings, fire stations as well as infrastructural projects

2. Non- Fire Rated Shutters Heavy duty or light weight and continuous sheet roller shutters. Do not require approval of use by Singapore Civil Defence. Includes Plastic and Polycarbonate Paneland Aluminium and Steel Roller Grills Shutters.

(3) Industrial factories, warehouses (4) Public projects - HDB Estate's “Central Rubbish Centre” shutters (5) Retail - Shopping malls (6) Food centres such as hawker centres, canteens in public establishments,

schools (7) Commercial offices

Source: Trade interviews with industry manufacturers, doors installation contracters, service and maintainance providers Aside from the consideration of fire-rating for Commercial and Industrial Doors, the different finishes are also required to be considered for different building projects. The most commonly discussed finishes for Commercial and Industrial Doors include “Powder Coating”, “PVDF Coating”, “Colorbond”, “Electro Galvanized”, and “Anodized”. These finishes can be applied to both fire rated and non-fire rated Commercial and Industrial Doors. For instance, the residential project’s “Central Rubbish Centre” will use mostly non-fire rated shutters that will require a non-corrosive painted finish. Aside from the fire rating and finish, one must also consider the required special features and functionality of Commercial and Industrial Doors. The most common special features are the anti-theft and alarm system and the auto-detection system. The anti-theft and alarm feature allows the controller to detect any forced entry attempt, activates a motor to hold the door closed, and then also sounds an alarm. The auto-detection feature involves the automatic opening and closing of the doors when it senses an incoming vehicle or person. These features increase the Commercial and Industrial Doors system’s use and versatility. On a typical construction project, the type and kind of Commercial and Industrial Doors to be used for the project is one of the last things that the building project developer considers. 3.3 REGULATORY ENVIRONMENT Few regulation governing Commercial and Industrial Doors in Singapore

There are a few regulations that are key in governing the Commercial and Industrial Doors industry in Singapore. Strictly enforced requirements, almost prescriptive in nature, require manufacturers to meet and maintain a minimum level of quality standard set out by the relevant governing bodies. As these regulations are largely associated with fire safety, the more heavily industrialized the end-use environment, the more stringent the controls that are in place. The regulatory environment discussed here affects the selection and usage of non-fire-rated and fire-rated Commercial and Industrial Doors. Many a times during the construction of a building, the building plan will be sent to SCDF, or specifically to the FSSD. The department will then determine the amount of fire-integrity19 and fire insulation20 required for the Commercial and Industrial Doors to be installed. Though

19 Fire integrity - The capability of a piece of construction material to prevent fire on one side of the material from being transmitted to the other side within a designated period of time. 20 Fire insulation - Measured in time, of the effectiveness of insulation against heat transmission from fire

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Qualified Persons (QPs)21 will share their recommendations on the type of Commercial and Industrial Doors, and the specific fire integrity and fire insulation values required, the FSSD has the final call on the type of Commercial and Industrial Doors to be used for the construction. With each revision of the building plans, the changes must be sent to FSSD to once again determine the type of Commercial and Industrial Doors (and the specific fire integrity and fire insulation values) required. If a specific product or fire integrity and fire insulation value recommended by the FSSD is not available in the market, QPs can appeal to the FSSD for a waiver, which are granted by the SCDF on a case-by-case basis. 3.3.1 Fire Code and Fire Safety Act Between the BCA and the FSSD operating under the SCDF, the latter has a greater influence on the regulatory environment governing the Commercial and Industrial Doors industry in Singapore. Specifically, it is the Fire Code from the SCDF (and reviewed by the FSSD that has the greatest impact on the types of Commercial and Industrial Doors developed and used in Singapore. The Fire Code by the SCDF is to be used as the source of fire safety standards for local buildings, in accordance with the Fire Safety Act. In general, QPs, architects and engineers are expected to reference both the Code and Act when designing fire safety works in buildings. Both the Code and Act are pivotal in shaping the regulatory landscape for the Commercial and Industrial Doors industry, especially in relation to the fire-rated doors and shutters used in commercial and industrial buildings. Code of Practice for Fire Precautions in Building (Fire Code)

The Fire Code sets out the fire safety guidelines, requirements and standards for QPs, architects and engineers to adhere to when designing commercial and industrial buildings. The Fire Code is periodically reviewed every five years to ensure the strength of the fire safety standards. While the Code was first introduced by the FSSD of the SCDF as a solely prescriptive approach to the design of fire safety works, it was amended in 2007 and in 201322 to enable the adoption of a performance-based approach towards fire safety plans, offering building designers greater flexibility in design and possible cost optimization. In the latest version of the Fire Code (2013), provisions in Clause 2 and 3 of the Fire Code specifically address the standards and requirements of fire-rated doors and shutters. Clause 2.3.9 outlines the key requirements to be complied to by QPs, architects and engineers with respect to exit doors and shutters. For example, manually operable roller shutters installed at exits must be capable of being opened and closed manually with no more than 130N and 70N respectively, in rooms or spaces with an occupant load of 50 persons at maximum. Automatic sliding doors are required to be of the fail-safe type (i.e. the doors remain open automatically and remain in such position until power is restored) should there be any fault in the electrical or sensor device. They must also to be installed or housed with a manual override mechanism to trigger the immediate opening of the shutter. Clause 3 stipulates the specific structural fire precautions to be in place for all exit doors and shutters to meet the requisite fire resistance rating prescribed by various standards. Clause 3.4.1 further specifies the need for fire-rated doors to be tested for fire resistance based on the methods listed in Part 20 of the British Standard BS476. Clause 3.15.13 states that doors installed in buildings that are protected by an automatic sprinkler system shall have the necessary fire resistance, including insulation, when subject to test under BS 476: Part 20-23, and they must meet the Class A rating of the Impact Performance requirements when subject to test under BS 6202 or AS 2208. Clause 3.7.7 provides details on the usage of fire shutters, which shall be in compliance with Singapore Standard SS489. Performance-based Approach to Fire Safety Design

While it is a norm in the construction industry to adopt the prescriptive approach for standard-design buildings, the SCDF has introduced the performance-based approach for the design of more complex buildings. This new approach is not viewed as a replacement, but a complement to the current prescriptive approach. QPs, architects and engineers are able to adopt either approach, or a hybrid of both. Prior to this introduction, the former approach enforced rigidity in building designs, where architects were required to 21 QPs are registered architects or professional engineers with SCDF. 22 http://www.scdf.gov.sg/content/scdf_internet/en/building-professionals/publications_and_circulars/fire_code_2013.html

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adhere strictly to the stipulated requirements in the Fire Code, without any waiver. Following the growing prevalence of the performance-based approach across many countries such as New Zealand, Australia, Sweden, USA, UK and Japan, the SCDF Fire Code Review Committee recommended the adoption of this new approach, with input from relevant professional bodies and academia. Fire Safety Act

The Fire Safety Act (Chapter 109A of Singapore) sets out the fire safety regulations and effective enforcement of fire safety standards. With the introduction of the performance-based approach towards fire safety plans, the Act was amended to provide for greater flexibility in designing a building's fire protection system without compromising fire-safety standards. While the Act generally addresses the various aspects of fire safety, there are several sections which are relevant to manufacturers of Commercial and Industrial Doors. Under the Fire Safety Act S20, the owner or occupier of any public building such as an office, hospital, shopping complex, industrial building or private residential building that falls within a set of stipulated criteria is required to apply and obtain a Fire Certificate. Under this scheme, regular inspections are carried out to ensure that all fire safety systems and measures are in place, well-maintained, and are in good working condition. The role of manufacturers in this instance is to offer their customers a certain level of fire-rating certification for the various types of fire-rated doors. It is likely that with an increase in the number of manufacturers meeting the requirement, the awareness and demand for such doors will grow. Under the Fire Safety Act S23, all fire safety works shall be designed, installed, tested, inspected, operated and maintained in accordance with the regulations, the Fire Code, and any instructions that have been issued by the Commissioner of Civil Defense S24 of the Fire Safety Act lays out that no person shall commence, carry out, permit, or authorize the commencement or carrying out of any fire safety works in any building unless the Commissioner of Civil Defense has approved all the plans of the fire safety works under S23. Any person who contravenes or fails to comply shall be guilty of an offence and shall be liable on conviction to a fine not exceeding S$50,000, or to imprisonment for a term not exceeding 12 months, or to both. In the case of a continuing offence, they shall be liable for a further fine not exceeding S$1,000 for every day during which the offence continues after conviction. 3.3.2 Certification of Products under Product Listing Scheme (PLS) The SCDF has appointed TÜV SÜD PSB, Exova (Singapore) Pte. Ltd, Setsco Services Pte Ltd and Singapore Test Services as the only authorized bodies for the certification of regulated fire safety products and materials under the Product Listing Scheme. With the implementation of this scheme, QPs are to select the fire safety products that are listed under the PLS to meet the requirement set out by the Fire Code, which have undergone vigorous fire tests to ensure satisfactorily functionality in events of a real fire. Manufacturers of such regulated fire safety products and materials are to reference the required test standards during construction. The same applies for the buyers when deciding on which product to use. No other approval is required. Compliance with Singapore Standard SS48923 is required for the construction of fire-rated shutters, which specifies the prerequisites and testing methods for assessing the fire-resistance of shutters to protect openings in walls and to resist the passage of fire. Details can be found in Appendix A. This certification allows buyers to have the most complete information possible from a single-source, with detailed disclosures of the product’s specifications and quality.

23 http://www.scdf.gov.sg/content/scdf_internetanden/building-professionals/fire-safety-plan-approval/building-materials/_jcr_content/par/download/file.res/Products_Under_the_Product_Listing_Scheme_27Apr2010.pdf

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Table 10 Acceptable Standards for Fire-rated Doors and Shutters under PLS Scheme

Door Types Acceptable Standards PLS Class

1. Fire-rated Shutters (8) SS 489: 2001 (9) 1B

Source: Singapore Civil Defense Force, Product Listing Scheme (PLS) 3.3.3 Building Control Regulations 2003 The Building Control Act, enacted by the BCA, provides guidelines to ensure that all construction and building works comply with the standards of safety, amenity and matters of public policy. Under the Building Control Act, whilst there is no specific mention relating to Commercial and Industrial Doors, Section 38(1) of the Building Control Regulations 2003 states that no person shall use or cause to be used in any building works any material ( including material used for Commercial and Industrial Doors) specified in the Sixth Schedule without the permission of the Commissioner of Building Control – specifically, reflective glass with a daylight reflectance exceeding 20% on any external surface of any window, door, wall or roof of a building are prohibited to be used as construction materials Any qualified person, builder, site supervisor or developer of building works who contravenes the above mentioned regulations shall be guilty of an offence, and shall be liable on conviction to a fine not exceeding S$10,000, or to imprisonment for a term not exceeding 12 months, or to both. 3.4 CONSUMER VALUE SPEND ON COMMERCIAL AND

INDUSTRIAL DOORS 3.4.1 Market Performance, 2008-2012 Table 11 Consumer value spend of Commercial and Industrial Doors in Singapore (2018-2012),

SGD mn

SGD mn 2008 2009 2010 2011 2012 CAGR 08-12, %

Customer value spend 49.4 43.2 37.3 38.3 40.2 -5.0%

Growth % 2009 2010 2011 2012

Customer value spend -12.5% -13.7% 2.6% 5.0%

Source: Trade associations, trade press, company research, trade interviews with industry players and Euromonitor International estimates Consumer value spend moves in tandem with developments in the building and construction sectors

While the total customer value spending on Commercial and Industrial Doors saw a dip over the historical review period of 2009 to 2011, with a negative CAGR of 5.0% from 2008 to 2012, the overall industry has shown signs of a healthy recovery since 2011. This is due to the strong government stimulus, regulatory changes, and the optimism from the commercial and retail sector. The industry took a positive turn from its lowest point in 2010, and has since been growing in tandem with the developments in the building and construction industry, reaching S$40.2 million in 2012. Within the historical period, it is not hard to notice that the customer value spend took a deep dip by 12.5% and 13.7% in 2009 and 2010 respectively. This was a period when major projects such as RWS and MBS were reaching their final stages of completion and were calling for use and installations of Commercial and

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Industrial Doors. While most might attribute the dip during the period to more cautious building development spending by developers during the economic downturn, the construction of RWS and MBS also had a significant impact on the Commercial and Industrial Doors industry in Singapore. Interviewed sources quote that resources within the Commercial and Industrial Doors industry were tied down by the mentioned two projects during the period, hence delaying the completion of other ongoing commercial and industrial projects. Industrial building projects contribute to a significant portion (~50%) of customer value spending on Commercial and Industrial Doors. From the value of the contracts approved between 2008 and 2009 (see Table 7), there was a dip in value indicative of smaller scale or lower volume of industrial developments between 2008 and 2009. This dip had an impact on customer value spending on Commercial and Industrial Doors market in 2009 and 2010. The value of contracts awarded for industrial projects surged in 2010, and therefore most commercial and industrial players did see growth in their customer value spending after that year. Although the retail industry in Singapore still required new shutter for installation during the period 2008-2010, because of the lower value of these projects, the growth contributed by this sector did not ramp up the growth of the Commercial and Industrial Doors industry. During the period 2008 to 2009 , there was a rise in the prices of raw materials (e.g. iron and steel24) and other construction materials. With much resources tied in major construction projects, the government held back on further infrastructural development (see section 2.2.1) prior 2010, which resulted in a dip in customer value spend on Commercial and Industrial Doors in Singapore between 2009 to 2010. Over the historical review period, the contribution of customer value spending from the public sector, the commercial sector (i.e. offices and retail developments) and the industrial sector (i.e. ramped up factory, warehouse developments etc.) rose for Commercial and Industrial Doors. The major public projects contributing to customer value spending on Commercial and Industrial Doors industry includes the construction of educational institutions like Ang Mo Kio ITE, the Campus for Research Excellence And Technological Enterprise (CREATE) co-located with the NUS University Town, the Marina Bay Fire Station and Toa Payoh SAFRA, which brought in consistent demand for commercial and industrial fire-rated shutters. This contributed greatly to total customer value spending on Commercial and Industrial Doors in Singapore. According to industry players, so long as there are no major developments (i.e. construction projects on a scale similar to the RWS and MBS) the industry for Commercial and Industrial Doors is expected to stay relatively stable in terms of customer value spending. Stimulus packaged indirectly boosted Commercial and Industrial Doors’ sales despite 2010 economic downturn

As one of the many industries supporting property developers, Commercial and Industrial Doors manufacturers also indirectly benefited from the stimulus package introduced by the government in Janurary 2009, although some saw a slight decline in sales. Many manufacturers remained optimistic and were reassured that the recessionary pressure is temporary, and that the economic climate would improve over the forecast period. Regulatory changes lower barriers for developers to demand for more sophisticated doors

Amendments to the Fire Code in 2007 and 2013 have reduced the amount of restrictions property developers face when designing structurally complex buildings. This resulted in Commercial and Industrial Doors manufacturers seeing increased sales of more sophisticated fire-rated doors and shutters. Most notably, the Fire Code was amended in 2007 in response to increasing requests from developers for more flexibility in the design of building structures. The Fire Safety Act was also amended to accommodate the performance-based approach towards fire safety plans, so long as standards are not compromised. Changi

24 http://www.singstat.gov.sg/pubn/reference/yos12/statsT-prices.pdf

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International Airport and the Singapore Expo25 are examples where fire safety works in the building were designed based on performance-based approach. Developers and architects on these construction projects seek customized fire-rated doors and shutters with special applications to fit into their fire safety designs. As such, this regulatory shift has resulted in door manufacturers seeing higher customer spending as these custom-made doors and shutters usually command a premium price due to the additional amount of effort required to cater to specific building requirements. Door sales grew due to surge in commercial, industrial and public works in recent years

In the recent period, the strong growth in the construction sector has been driven by large scale government-related projects such as the Circle and Downtown Line, the Sports Hub, new universities and hospitals as well as the ramp-up in public housing construction. Other private-sector building activities including the development of commercial and industrial hubs in suburban areas such as Buona Vista and Paya Lebar, as well as significant additions to retail space, such as the new Bugis+ and JCube shopping malls have also boosted growth of the sector. With many new developmens in the construction sector, the demand for Commercial and Industrial Doors which moves in tandem with the construction sector, will inevitably see a rise in demand. Trade sources indicate that government projects such as the Circle Line and Downtown Line have been critical growth drivers in sales between 2010 and 2012. Manufacturers who focused on the private sector have also shared the door sales for commercial and industrial projects like JTC, Ion Orchard and Ang Mo Kio Hub, which have grown during the historical review period. These construction projects are much larger in scale, thus requiring a larger quantity of fire-rated doors and shutters in each of the building, compared to HDB flats and small-scale retail establishments, which typically use non-fire rated shutters. 3.4.2 Future Prospects, 2013-2015 Table 12 Consumer value spend of Commercial and Industrial Doors in Singapore (2013F-2015F)

SGD mn 2013F 2014F 2015F CAGR 13-15, %

Customer value spend 43.0 45.8 48.5 6.2

Growth (%) 6.5% 5.9% - Source: Trade associations, trade press, company research, trade interviews, and Euromonitor International estimates Rise in commercial, industrial and public works likely to ramp up demand for Commerical and Industrial Doors

The overall growth in Commercial and Industrial Door sales is predicted to remain robust due to on-site construction work for high value building and construction contracts that were awarded between 2010 and 2011 (see Table 7), and also due to the on-going construction of major projects such as the Downtown Line and Singapore Sports Hub continuing into 2013. The BCA projected the total construction contracts awarded (inclusive of residential contracts) to be valued at at least S$20 billion anually from 2013 to 2015 ( table 8 ). The Land Use Plan, drawn up in 2008 by the Ministry of National Development26, outlined new commercial nodes, residential towns and estates to be developed in the near future. The North Coast Innovation Corridor spanning across Woodlands and Sembawang, the Southern Waterfront City extending from Keppel Channel to Pasir Panjang Terminal, the Jurong Lake District and the Paya Lebar Central will

25 http://www.scdf.gov.sg/content/scdf_internet/en/building-professionals/fire-safety-plan-approval/plan-approval/performance-based-approach/list-of-projects-involving-performance-based-fire-safety.html 26 http://www.ura.gov.sg/MP2008/growth_areas.htm

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be developed into bustling commercial centers so as to move working locations closer to heartlands, and distribute them more evenly across the island. In the forecast period of 2013 to 2015 , the steady and strong development of the local construction industry presents an excellent opportunity for the growth of the local Commercial and Industrial Doors sector. Positive growth expected as investors and developers regain market confidence

The Commercial and Industrial Doors market in Singapore is expected to experience positive average annual growth of 6.5% from 2012 to 2015, underpinned by the recovering commercial and industrial building construction spending after the global financial crises. Customer value spending is forecasted to grow from S$40.2 million in 2012, to S$48.5 million in 2015. Large scale public sector projects, such as the extension of the MRT system, expansion of educational and healthcare facilities (e.g. Jurong Community Hospital, Ng Teng Fong Hospital, Yong Loo Lin School of Medicine at the National University of Singapore) and significant additions of commercial and industrial space will continue to drive the demand for Commercial and Industrial Doors once these building works are moving towards completion. According to the latest confirmed list of parcels of land released in Singapore for the first half of 2013, the Singapore Land Authority is releasing 12 parcels of land in Jalan Buroh (near Pioneer Road), Tuas, Mandai Link and Loyang for business development. In these 12 plots of land, 11 are zoned for Business 227 (non-food) developments whereas the remaining one is zoned for Business 2 (food only development). With the successful tender of these parcels of land, the demand for Fire-Rated Shutters or even specialised shutters will increase as factories tend to require specialised doors to service their manufacturing needs and also FSSD's Fire Safety requirements. 3.5 OPPORTUNITIES & THREATS 3.5.1 Opportunities Bigger market potential for premium, customized shutters with flexibility in fire safety design

With the amendment of the Fire Code and Fire Safety Act, there are now far less restrictions when it comes to complex building designs. Property developers have been engaging in more innovative approaches in their overall building and fire safety designs, within the provided boundaries. Buildings where the performance-based approach was successfully adopted typically demand the usage of customized doors and shutters instead of conventional models. Only a few larger-scale door manufacturers have the capability and capacity to cater production to a more customized level, limiting their competition and product offerings in the market. These larger-scale players in Singapore offer products with higher levels of customization, and at the same time command premium prices as the added insulation, strength and fire integrity are often expected beyond what the standard models offer. In the retail sector, many customers of Commercial and Industrial Doors prefer to see updated and aesthetically appealing designs for the doors and shutters. Manufacturers see this as an opportunity to improve their Commercial and Industrial Doors designs periodically, as well as adjusting their price offerings in the market with a pool of clientele willing to pay.

27 These are areas used or intended to be used for industry, warehouse, utilities and telecommunication uses, whereby the business uses will imposed nuisance buffer more than 50m and within health and safety buffers. Special industries such as manufacture of industrial machinery, shipbuilding and repairing, may be allowed in selected areas subject to evaluation by the Competent Authority. (Masterplan 2008)

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Regulatory amendments spurs creativity and innovation in the Commercial and Industrial Doors industry

Previously, fire safety standards for buildings in Singapore were governed by the Fire Code. This Fire Code adopted a prescriptive approach that was rigid, and restricted flexibility in building designs as architects had to adhere strictly to the stipulated requirements. In response to increasing requests for more flexibility, the Fire Safety Act (FSA) was amended to enable the adoption of a performance-based approach towards fire safety plans, which has been adopted in many countries, including New Zealand, Australia, Sweden, USA, UK and Japan. Under the performance-based framework, SCDF will specify the desired outcome in regards to fire safety, and the architect will be given the autonomy to decide the fire safety measures for the building. This amendment encourages greater flexibility in designing a building's fire protection system without compromising fire-safety standards. Such an amendment is highly welcomed by architects as it provides a platform for customized building designs, so long as fire safety standards are maintained. In Singapore, there are several buildings where the performance-based approach has been successfully used, such as the Changi International Airport and Star Vista at Buona Vista. Together with the rising number of commercial and industrial projects expected to be completed in the near future, such regulatory amendments will spur R&D in the Commercial and Industrial Doors sector as the skyscrapers that form our cosmopolitan skyline will require customized doors fabricated according to their individual needs. 3.5.2 Threats Foreign labor levy contributes to rising operation costs

Since 1st July 2012, manufacturing companies will have to cap the percentage of foreigners they hire to 60 per cent of the workforce, down from 65 per cent currently28. With the labor crunch, businesses will be affected significantly as they struggle with higher labor costs and levies. Those in the service and manufacturing sectors are expected to be the most badly affected, with many finding it difficult to hire local workers for jobs that are currently not machine-replaceable. Many Commercial and Industrial Doors manufacturers have cited skilled labor bottlenecks to be a threat to their business in the future and might need to consider relocating manufacturing facilities if human resources continue to fall short. Array of options level the playing field for industry players.

In order to cater to changing consumer preferences and requirements, a variety of Fire Safety options are present in the market to address consumer’s needs for aesthetic or cost considerations. Options that adhere to existing fire standards and yet preserve the aesthetic look, such as the Fire Glass29Doors and other fire doors, are popular choices for commercial projects such as retail malls and office spaces. These options are preferred for their aesthetically pleasing appearance and quiet operations, which give them an edge over the more traditional types of Commercial and Industrial Doors such as fire-rated shutters. This, in turn, enhances the competition in the Commercial and Industrial Doors industry and levels the playing field for industry players. Raw material price fluctuations introduce uncertainty

As the Commercial and Industrial Doors industry in Singapore relies heavily on imported raw materials from overseas, manufacturers are exposed to the fluctuation of raw material prices and foreign exchange risks. The uncertainty in raw materials costs introduces risks in the industry, especially for the smaller-scale players. For instance, raw materials prices (e.g. iron and steel) went up substantially from 2006 to 2009, increasing by 29.5%30. Many smaller-scale manufacturers of Commercial and Industrial Doors were badly affected; citing that the cost of raw materials for production was “unsustainable”. 28 http://www.spring.gov.sg/NewsEvents/ITN/Pages/Foreign-worker-quotas-to-be-cut-20120218.aspx 29Fire Glass doors are doors that are made entirely from glass and is a different class of doors from “Commercial and Industrial Doors”. They are typically used in opening requiring transparency. 30 http://www.singstat.gov.sg/pubn/reference/yos12/statsT-prices.pdf

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3.6 BARRIERS TO ENTRY Large capital requirement deters new entrants

The Commercial and Industrial Doors industry is considered a niche manufacturing industry in Singapore, requiring a large capital investment upfront, specifically on equipment and technical expertise. Most industry manufacturers produce their Commercial and Industrial Doors in-house, requiring a substantial level of investment on machinery, product trials and certifications, which can be seen as a barrier of entry for new entrants. Also, to remain competitive in the market, R&D is critical in the development of new products with enhanced features that cater to the changing needs of customers. Furthermore, the profitability of the industry is limited by high operational costs as the business involves warehouses, factories, machinery, and the retention of a skilled pool of industry professionals. Existing Competition from industry incumbents

The competitive dynamic within the Commercial and Industrial Doors industry has remained fairly unchanged over the past few years. The financial power of industry incumbents limits opportunities for new entrants. The threat of new entrants into the high-quality and customizable fire-rated shutter segment remains low due to the relatively higher level of investments and specialized skill sets required. The capability and brand name of existing industry players are some of the key factors for their success in the market. Also, they are able to engage in further R&D in order to continuously innovate and design new products to consistently keep customers excited. An expansion of product types and strong innovative capabilities will keep industry players ahead of the competition, and provide them with a competitive advantage in the saturated industry. Stringent approval process presents hidden obstacles

The regulatory amendments serve as a double-edged sword to the industry, as increasingly stringent requirements will distinguish the competent players from the other players in the Commercial and Industrial Doors industry as a whole. Unexpected regulatory changes may result in additional costs to industry players, as older models of doors in the industry may become obsolete, while newer ones may face regulatory hurdles in light of stringent approval processes. Strong logistics network required for the industry

Commercial and Industrial Doors manufacturers and distributors typically require a strong logistics and supply chain network, as nearly all industry players import their raw materials from overseas. Companies that are unable to fabricate doors locally due to size and technological constraints will also import these doors from overseas, and a strong logistics and supply chain network must be present in order to facilitate the procurement and import of raw materials and customized orders. A strong logistics and supply chain network ensures timely delivery of goods and quality assurance, and this requires time to cultivate. Hence, the industry is saturated with seasoned players and this constitutes an entry barrier for new players. According to trade interviews with industry players, most Commercial and Industrial Doors are produced locally. Imported doors do not constitute a large volume, and Gliderol (s) Doors Pte Ltd and CLF Shutters Asia Pte Ltd are two of the few manufacturers in Singapore that both manufacture and import Commercial and Industrial Doors. Thus, the incumbent must possess a strong logistics system in order to facilitate the procurement of raw materials, fulfillment of customized orders and command a substantial clout within the industry. Skilled and qualified workers

Human resources, including skilled and qualified workers to produce, install, maintain, and most importantly contribute their expertise to the R&D innovations to consistently meet the new requirements by FSSD, are critical to the Commercial and Industrial Doors industry. The skilled professionals in the industry are required to be trained and certified in the necessary trade skills. The group of skilled laborers in the Commercial and Industrial Doors industry in Singapore is not large. The established players in the

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industry have better access to this group of skilled laborers, and new incumbents into the industry will find it a challenge compete for this small pool of skilled laborers. Quick turnaround for made-to-measure doors

As mentioned in section 3.2, the doors and shutters that are to be installed are typically one of the last things that a building project developer will look into on a construction project. For Commercial and Industrial Doors, the turn-around time from the placement of the order to the delivery is quite short. According to trade sources, unless the order is a very special one, customers expect their orders to be delivered approximately around a week or two after the order is placed. This is the competitive advantage of established Commercial and Industrial Doors players who typically possess a rich inventory of raw materials, completed doors, doors components, and the equipment that can help them meet their clients’ construction schedules. New start-ups in the industry will find it a challenge to compete against the established players when it comes to having all the necessary raw materials, door components, and the equipment to meet their customer’s pressing needs. The fact that the Commercial and Industrial Doors required for commercial and industrial projects are made to measure also poses another set of challenges to a new player. Precise and high-quality completion within a short time frame requires industry experience and well-equipped production facilities for Commercial and Industrial Doors manufacturers. 3.7 COMPETITIVE LANDSCAPE The Singapore Commercial and Industrial Doors industry is a consolidated one

The competitive landscape of Commercial and Industrial Doors can be considered to be a relatively consolidated one, with more than 50% of the market’s customer value spending taken up by the top five players in 2012. As discussed in section 3.1, there are two types of industry players in this field: larger scale players who are able to take on large-scale and high-value projects by the public sector as well as industrial space, and smaller-scale players who are focused on the retail and commercial office sectors. Due to the high value and larger scale of public projects, such as those commissioned by the Singapore Armed Forces and Defense, Land Transport Authority ( e.g. construction of MRT Stations), Housing and Development Board (e.g. construction and refurbishment of rubbish chutes in HDB blocks, installation of shutters in Hawker Centre projects etc.), and the industrial projects by JTC, Commercial and Industrial Doors manufacturers who are able to secure these large scale project will stand out in terms of total customer value spending. The smaller-scale players within the Commercial and Industrial Doors industry are mostly involved in projects related to the retail industry, installations required in the private sector, or even in the Central Rubbish Centre (CRC) of condominium projects. Top 5 Commercial and Industrial Doors Manufacturers in Singapore

The table below shows information from 2010 to 2012 for the top five Commercial and Industrial Doors manufacturers in Singapore. The top five manufacturers are ranked in accordance to the size of their customer value spending (or customer receipts) on Commercial and Industrial Doors. Installation costs accompanying the sale of the material Commercial and Industrial Doors are also taken into consideration, where applicable.

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Table 13 Top 5 Commercial and Industrial Doors Manufacturers 1in Singapore, 2010 – 2012 , SGD mn

SGD mn 2010 2011 2012

Gliderol Doors (S) Pte Ltd 12.8 12.4 13.2

Competitor A 5.3 4.8 5.5

Competitor B 3.1 4.3 5.4

Competitor C 4.4 4.5 4.8

Competitor D 2.9 2.5 2.3

Others 10.1 9.3 9.0

Total 38.6 37.8 40.2

% Value Share 2010 2011 2012

Gliderol Doors (S) Pte Ltd 33.2% 32.8% 32.8%

Competitor A 13.7% 12.7% 13.7%

Competitor B 8.0% 11.4% 13.5%

Competitor C 11.4% 11.9% 11.9%

Competitor D 7.5% 6.6% 5.7%

Others 26.2% 24.6% 22.4%

Total 100.0% 100.0% 100.00% 1. Based on Customer Value Spend (SGD mn) Customer Value Spend include the spend on the material door as well as all accompanying installation charges. Service, repair and maintenance spend not incurred at the point of spend on material door is excluded from this assessment.

Source: Trade interviews with industry players , Euromonitor International internal estimates Together, it can be observed from Table 13 that the top five players took 77.6% of the market, in terms of customer value spending on Commercial and Industrial Doors in 2012. According to the trade interviews conducted, there has not been much movement in the rankings of the top five players in the industry, although 21 Shutters Pte Ltd has been mentioned as one of the fastest growing players. Its success comes from their ability to price their products at a highly competitive level compared to their peers. In general, manufacturers who have been successful with their bids for public projects have been able to sustain their footing. Those who take a lead in the industrial projects sectors will stand to gain a larger share of customer value spending in the market.

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4. APPENDICES 4.1 APPENDIX A Singapore Standards - SS 489:2001 Scope: The standard specifies requirements and testing methods to assess the fire-resistance of the shutter required to protect openings in walls and to resist passage of fire. The standard applies to fire-resistant vertical roller shutters, lateral shutters, horizontal roller shutters and folding sliding shutters. Determination of Fire Resistance: The fire resistance of the shutter shall be determined by submitting a prototype to the fire resistance test specified in Annex A by (1) test mounting and (2) exposure to fire in the test chamber. Responsibility of manufacturer: The manufacturer shall, at the request of the Regulatory Authority:

Provide acceptable evidence that each shutter is identical with the approved prototype or where there are variations from such prototype, that such variations have been accepted as being in accordance with the standard

Provide evidence that as far as can be ascertained, all aspects of the fire shutter has been correctly installed in accordance with the standard

Maintain a register of shutters which shall be made available for inspection to any person having reasonable cause for such inspection, listing the following information:

Building Identification Fire integrity rating, insulation rating, where applicable Date installation completed Mode of operation

Mode of Operation Annex A: Samples of the fire shutters are to be exposed to high temperature and pressure conditions, tested for its strength to withstand heat within a specified time, their loadbearing capacities, structural integrity and insulation. Doors to protected lobbies, exit staircases and exit passageways are expected to be insulated against the transmission of heat by radiation from the fire floor into the protected enclosures which occupants use for evacuation. Test Report: A test report is to be prepared after the tests indicating key information such as test date, name of manufacturer and the trade-name of the product, details of construction and conditioning of the test specimen and materials used, side of shutter exposed to heating and the test results.

D-1

APPENDIX D

DESCRIPTION OF ORDINARY SHARES

The following statements are brief summaries of the rights and privileges of Shareholders conferred by the laws of Singapore and the Articles of our Company. These statements summarise the material provisions of the Articles but are qualifi ed in entirety by reference to the Articles.

Ordinary Shares

There are no founders, management, deferred or unissued shares reserved for issue for any purpose. As at the date of this Offer Document, we have only one (1) class of shares, namely, our ordinary shares which have identical rights in all respects and rank equally with one another. All of our ordinary shares are in registered form. Our Company may, subject to the provisions of the Companies Act and the rules of the SGX-ST, purchase its Shares. However, it may not, except in circumstances permitted by the Companies Act, grant any fi nancial assistance for the acquisition or proposed acquisition of its own Shares.

New Shares

New Shares may only be issued with the prior approval in a general meeting of our Shareholders. The aggregate number of Shares to be issued pursuant to such approval may not exceed 100.0% (or such other limit as may be prescribed by the SGX-ST) of our issued share capital for the time being, of which the aggregate number of shares to be issued other than on a pro-rata basis to our Shareholders shall not exceed 50.0% (or such other limit as may be prescribed by the SGX-ST) of our issued share capital for the time being (the percentage of issued share capital being based on our issued Shares at the time such authority is given after adjusting for new Shares arising from the conversion of convertible securities or employee share options on issue at the time such authority is given and any subsequent consolidation or sub-division of Shares). The approval, if granted, will lapse at the conclusion of the annual general meeting following the date on which the approval was granted or the date by which the annual general meeting is required by law to be held, whichever is the earlier but any approval may be previously revoked or varied by our Company in general meeting. Subject to the foregoing, the provisions of the Companies Act and any special rights attached to any class of shares currently issued, all new Shares are under the control of our Board who may allot and issue the same with such rights and restrictions as it may think fi t.

Shareholders

Only persons who are registered in the register of Shareholders of our Company and, in cases in which the person so registered is CDP, the persons named as the Depositors in the Depository Register maintained by CDP for the Shares, are recognised as our Shareholders. For the purpose of determining the number of votes which a Shareholder who is an account-holder directly with CDP or a depository agent, or his proxy, may cast at any general meeting on a poll, the reference to Shares held or represented shall, in relation to Shares of that Shareholder, be the number of Shares entered against his name in the register maintained with CDP 48 hours before the time of the relevant general meetings as certifi ed by CDP to us.

Our Company will not, except as required by law, recognise any equitable, contingent, future or partial interest in any Share or other rights for any Share other than the absolute right thereto of the registered holder of that Share or of the person whose name is entered in the Depository Register for that Share. Our Company may close the register of Shareholders for any time or times if it provides the SGX-ST at least ten (10) clear market days' notice. However, the register of Shareholders may not be closed for more than 30 days in aggregate in any calendar year. Our Company typically closes the register of Shareholders to determine Shareholders' entitlement to receive dividends and other distributions.

D-2

Transfer of Shares

There is no restriction on the transfer of fully paid Shares except where required by law or the Listing Manual or the rules or by-laws of any stock exchange on which our Company is listed. Our Board may decline to register any transfer of Shares which are not fully paid Shares, or Shares on which our Company has a lien. Our Shares may be transferred by a duly signed instrument of transfer in a form approved by the SGX-ST or any stock exchange on which our Company is listed.

Our Board may also decline to register any instrument of transfer unless, among other things, it has been duly stamped and is presented for registration together with the share certifi cate and such other evidence of title as it may require. Our Company will replace lost or destroyed certifi cates for Shares if it is properly notifi ed and if the applicant pays a fee which will not exceed S$2 and furnishes any evidence and indemnity that our Board may require.

General Meetings of Shareholders

Our Company is required to hold an annual general meeting every year. Our Board may convene an extraordinary general meeting whenever it thinks fi t and must do so if Shareholders representing not less than ten per cent. (10.0%) of the total voting rights of all Shareholders request in writing that such a meeting be held. In addition, two (2) or more Shareholders holding not less than ten per cent. (10.0%) of the issued share capital of our Company (excluding treasury shares) may call a meeting. Unless otherwise required by law or by our Articles, voting at general meetings is by ordinary resolution, requiring an affi rmative vote of a simple majority of the votes cast at that meeting. An ordinary resolution suffi ces, for example, for the appointment of directors. A special resolution, requiring the affi rmative vote of at least 75.0% of the votes cast at the meeting, is necessary for certain matters under Singapore law, including voluntary winding up, amendments to the Memorandum of Association and our Articles, a change of the corporate name and a reduction in the share capital.

Our Company must give at least 21 days’ notice in writing for every general meeting convened for the purpose of passing a special resolution. For so long as our Shares are listed on the SGX-ST, at least 14 days’ notice of any general meeting shall be given in writing to the SGX-ST and by advertisement in the daily press. The notice must be given to every Shareholder holding shares confi rming the right to attend and vote at the meeting and must set forth the place, the day and the hour of the meeting and, in the case of special business, the general nature of that business.

Voting Rights

A Shareholder is entitled to attend, speak and vote at any general meeting, in person or by proxy. Proxies need not be a Shareholder. A person who holds ordinary shares through the SGX-ST book-entry settlement system will only be entitled to vote at a general meeting as a Shareholder if his name appears on the Depository Register maintained by CDP 48 hours before the general meeting.

Except as otherwise provided in our Articles, two (2) or more Shareholders must be present in person or by proxy to constitute a quorum at any general meeting. Under the Articles, on a show of hands, every Shareholder present in person and by proxy shall have one (1) vote (provided that in the case of a Shareholder who is represented by two (2) proxies, only one (1) of the two (2) proxies as determined by that Shareholder or, failing such determination, by the chairman of the meeting or by a person authorised by the chairman shall be entitled to vote on a show of hands), and on a poll, every Shareholder present in person or by proxy shall have one (1) vote for each Share which he holds or represents. A poll may be demanded in certain circumstances, including by the chairman of the meeting or by any Shareholder or Shareholders present in person or by proxy and representing not less than ten per cent. (10.0%) of the total voting rights of all Shareholders having the right to attend and vote at the meeting or by not less than two (2) Shareholders present in person or by proxy and entitled to vote. However, no poll may be demanded on the election of the chairman of the meeting or on a question of adjournment of the meeting. In the case of a tied of vote, whether on a show of hands or a poll, the chairman of the meeting shall be entitled to a casting vote.

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Dividends

Our Company may, by ordinary resolution of our Shareholders, declare dividends at a general meeting, but we may not pay dividends in excess of the amount recommended by our Board. Our Company must pay all dividends out of its profi ts. Our Board may also declare an interim dividend without the approval of our Shareholders. All dividends are paid pro-rata among our Shareholders in proportion to the amount paid up on each Share, unless the rights attaching to an issue of any Share provide otherwise. Unless otherwise directed, dividends are paid by cheque or warrant sent through the post to each Shareholder at his registered address appearing in our register of members or (as the case may be) the depository register. Notwithstanding the foregoing, the payment by our Company to CDP of any dividend payable to a Shareholder whose name is entered in the Depository Register shall, to the extent of payment made to CDP, discharge our Company from any liability to that Shareholder in respect of that payment.

Bonus and Rights Issues

Our Board may, with approval by our Shareholders at a general meeting, capitalise any reserves or profi ts (including profi t or monies carried and standing to any reserve) and distribute the same as bonus Shares credited as paid-up to our Shareholders in proportion to their shareholdings. Our Board may also issue rights to take up additional Shares to Shareholders in proportion to their shareholdings. Such rights are subject to any conditions attached to such issue and the regulations of any stock exchange on which our Company is listed.

Take-overs

Under the Singapore Code on Take-overs and Mergers (“Singapore Take-over Code”), issued by the Authority pursuant to section 321 of the SFA, any person acquiring an interest, either on his own or together with parties acting in concert with him, in 30.0% or more of the voting Shares must extend a takeover offer for the remaining voting Shares in accordance with the provisions of the Singapore Take-over Code. In addition, a mandatory takeover offer is also required to be made if a person holding, either on his own or together with parties acting in concert with him, between 30.0% and 50.0% of the voting rights acquires additional voting shares representing more than one per cent. (1.0%) of the voting shares in any six (6)-month period. Under the Singapore Take-over Code, the following individuals and companies will be presumed to be persons acting in concert with each other unless the contrary is established:

(a) the following companies:

(i) a company;

(ii) the parent company of (i);

(iii) the subsidiaries of (i);

(iv) the fellow subsidiaries of (i);

(v) the associated companies of (i), (ii), (iii) or (iv);

(vi) companies whose associated companies include any of (i), (ii), (iii), (iv) or (v); and (vii) any person who has provided fi nancial assistance (other than a bank in the ordinary course

of business) to any of the above for the purchase of voting rights;

(b) a company with any of its directors (together with their close relatives, related trusts as well as companies controlled by any of the directors, their close relatives and related trusts);

(c) a company with any of its pension funds and employee share schemes;

(d) a person with any investment company, unit trust or other fund whose investment such person manages on a discretionary basis, but only in respect of the investment account which such person manages;

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(e) a fi nancial or other professional adviser, including a stockbroker, with its customer in respect of the shareholdings of:

(i) the adviser and persons controlling, controlled by or under the same control as the adviser; and

(ii) all the funds which the adviser manages on a discretionary basis, where the shareholdings of the adviser and any of those funds in the customer total ten per cent. (10.0%) or more of the customer's equity share capital;

(f) directors of a company (together with their close relatives, related trusts and companies controlled by any of such directors, their close relatives and related trusts) which is subject to an offer or where the directors have reason to believe a bona fi de offer for their company may be imminent;

(g) partners; and

(h) the following persons and entities:

(i) an individual;

(ii) the close relatives of (i);

(iii) the related trusts of (i);

(iv) any person who is accustomed to act in accordance with the instructions of (i);

(v) companies controlled by any of (i), (ii), (iii) or (iv); and

(vi) any person who has provided fi nancial assistance (other than a bank in the ordinary course of business) to any of the above for the purchase of voting rights.

Under the Singapore Take-over Code, a mandatory offer made with consideration other than cash must be accompanied by a cash alternative at not less than the highest price paid by the offeror or any person acting in concert within the preceding six (6) months.

Liquidation or Other Return of Capital

If our Company is liquidated or in the event of any other return of capital, holders of Shares will be entitled to participate in any surplus assets in proportion to their shareholdings, subject to any special rights attaching to any other class of shares.

Indemnity

As permitted by Singapore law, our Articles provide that, subject to the Companies Act, our Board and executive offi cers shall be entitled to be indemnifi ed by our Company against any liability incurred in defending any proceedings, whether civil or criminal, which relate to anything done or omitted to have been done as an offi cer, director or employee and in which judgment is given in their favour or in which they are acquitted or in connection with any application under any statute for relief from liability in respect thereof in which relief is granted by the court.

Our Company may not indemnify our Directors and offi cers against any liability which by law would otherwise attach to them in respect of any negligence, default, breach of duty or breach of trust of which they may be guilty in relation to our Company.

Limitations on Rights to Hold or Vote Shares

Except as described in “Voting Rights” and “Take-overs” above, there are no limitations imposed by Singapore law or by our Articles on the rights of non-resident Shareholders to hold or vote in respect of our Shares.

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Minority Rights

The rights of minority Shareholders of Singapore-incorporated companies are protected under Section 216 of the Companies Act, which gives the Singapore courts a general power to make any order, upon application by any Shareholder of our Company, as they think fi t to remedy any of the following situations:

(a) our affairs are being conducted or the powers of our Board are being exercised in a manner oppressive to, or in disregard of the interests of, one (1) or more of our Shareholders; or

(b) we take an action, or threaten to take an action, or our Shareholders pass a resolution, or propose to pass a resolution, which unfairly discriminates against, or is otherwise prejudicial to, one (1) or more of our Shareholders, including the applicant.

Singapore courts have wide discretion as to the reliefs they may grant and those reliefs are in no way limited to those listed in the Companies Act itself.

Without prejudice to the foregoing, Singapore courts may:

(a) direct or prohibit any act or cancel or vary any transaction or resolution;

(b) regulate the conduct of our affairs in the future;

(c) authorise civil proceedings to be brought in the name of, or on behalf of, our Company by a person or persons and on such terms as the court may direct;

(d) provide for the purchase of a minority Shareholder’s Shares by our other Shareholders or by us and, in the case of a purchase of Shares by us, a corresponding reduction of our share capital;

(e) provide that our Memorandum of Association or our Articles be amended; or

(f) provide that our Company be wound up.

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APPENDIX E

SUMMARY OF SELECTED ARTICLES OF ASSOCIATION OF OUR COMPANY

The discussion below provides information about certain provisions of our Articles of Association. This description is only a summary and is qualifi ed by reference to our Articles of Association, a copy of which will be displayed at our registered offi ce at 86 International Road, Singapore 629176. The following are extracts of the provisions in our Articles relating to:

Directors

(a) Ability of interested directors to vote

Every Director shall observe the provisions of Section 156 of the Companies Act relating to the disclosure of the interests of our Directors in contracts or proposed contracts with our Company or of any offi ce or property held by a Director which might create duties or interests in confl ict with his duties or interests as a Director. Notwithstanding such disclosure, a Director shall not vote in regard to any contract or proposed contract or arrangement in which he has directly or indirectly a personal material interest although he shall be taken into account in ascertaining whether a quorum is present.

(b) Remuneration

The remuneration in the case of a Director other than an Executive Director shall comprise: (i) fees which shall be a fi xed sum and/or (ii) such fi xed number of shares in the capital of our Company, and shall not at any time be by commission on, or percentage of, the profi ts or turnover, and no Director whether an Executive Director or otherwise shall be remunerated by a commission on, or percentage of turnover.

Any Director who is appointed to any executive offi ce or serves on any committee or who otherwise performs or renders services, which in the opinion of our Directors are outside his ordinary duties as a Director, may, subject to Section 169 of the Companies Act, be paid such extra remuneration as our Directors may determine.

Our Directors may procure the establishment and maintenance of or participate in or contribute to any non-contributory or contributory pension or superannuation fund or life assurance scheme or any other scheme whatsoever for the benefi t of and pay, provide for or procure the grant of donations, gratuities, pensions, allowances, benefi ts or emoluments to any persons (including Directors and Executive Offi cers) who are or shall have been at any time in the employment or service of our Company or of the predecessors in business of our Company or of any subsidiary company, and the wives, widows, families or dependants of any such persons. Our Directors may also procure the establishment and subsidy of, or subscription and support to, any institutions, associations, clubs, funds or trusts calculated to be for the benefi t of any such persons as aforesaid or otherwise to advance the interests and well-being of our Company or of any such other company as aforesaid or of our members and payment for or towards the insurance of any such persons as aforesaid, and subscriptions or guarantees of money for charitable or benevolent objects or for any exhibition or for any public, general or useful object.

(c) Borrowing

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

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(d) Retirement Age Limit

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

(e) Shareholding Qualifi cation

There is no shareholding qualifi cation for Directors in the Memorandum and Articles of Association of our Company.

Share rights and restrictions

Our Company currently has one (1) class of shares, namely, ordinary shares. Only persons who are registered on our register of members and in cases in which the person so registered is CDP, the persons named as the depositors in the depository register maintained by CDP for the ordinary shares, are recognised as our shareholders.

(a) Dividends and distribution

We may, by ordinary resolution of our shareholders, declare dividends at a general meeting, but we may not pay dividends in excess of the amount recommended by our Board of Directors. We must pay all dividends out of our profi ts. All dividends are paid pro rata amongst our shareholders in proportion to the amount paid up on each shareholder’s ordinary shares, unless the rights attaching to an issue of any ordinary share provide otherwise. Unless otherwise directed, dividends are paid by check or warrant sent through the post to each shareholder at his registered address. Notwithstanding the foregoing, the payment by us to CDP of any dividend payable to a shareholder whose name is entered in the depository register shall, to the extent of payment made to CDP, discharge us from any liability to that shareholder in respect of that payment.

The payment by our Directors of any unclaimed dividends or other moneys payable on or in respect of a share into a separate account shall not constitute our Company a trustee in respect thereof. All dividends unclaimed after being declared may be invested or otherwise made use of by our Directors for the benefi t of our Company and any dividend unclaimed after a period of six (6) years from the date of declaration of such dividend may be forfeited and if so shall revert to our Company. However, our Directors may at any time thereafter at their absolute discretion annul any such forfeiture and pay the dividend so forfeited to the person entitled thereto prior to the forfeiture. If the Depository returns any such dividend or moneys to our Company, the relevant Depositor shall not have any right or claim in respect of such dividend or moneys against our Company if a period of six (6) years has elapsed from the date of the declaration of such dividend or the date on which such other moneys are fi rst payable. For the avoidance of doubt no member shall be entitled to any interest, share of revenue or other benefi t arising from any unclaimed dividends, howsoever and whatsoever.

Our Directors may retain any dividends or other moneys payable on or in respect of a share on which our Company has a lien, and may apply the same in or towards satisfaction of the debts, liabilities or engagements in respect of which the lien exists.

(b) Voting rights

A holder of our ordinary shares is entitled to attend, speak and vote at any general meeting, in person or by proxy. Proxies need not be a shareholder. A person who holds ordinary shares through the SGX-ST book-entry settlement system will only be entitled to vote at a general meeting as a shareholder if his name appears on the depository register maintained by CDP 48 hours before the general meeting. Except as otherwise provided in our Articles of Association, two (2) or more shareholders must be present in person or by proxy to constitute a quorum at any general meeting. Under our Articles of Association, on a show of hands, every shareholder present in person and by proxy shall have one (1) vote, and on a poll, every shareholder present in person

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or by proxy shall have one (1) vote for each ordinary share which he holds or represents. A poll may be demanded in certain circumstances, including by the Chairman of the meeting or by any shareholder present in person or by proxy and representing not less than one-tenth of the total voting rights of all shareholders having the right to attend and vote at the meeting or by any two (2) shareholders present in person or by proxy and entitled to vote. In the case of a tie vote, whether on a show of hands or a poll, the Chairman of the meeting shall be entitled to a casting vote.

Change in capital

Changes in the capital structure of our Company (for example, an increase, consolidation, cancellation, sub-division or conversion of our share capital) require shareholders to pass an ordinary resolution. Ordinary resolutions generally require at least 14 days’ notice in writing. The notice must be given to each of our shareholders who have supplied us with an address in Singapore for the giving of notices and must set forth the place, the day and the hour of the meeting. Our Company may reduce its share capital or any undistributable reserve in any manner, subject to any requirements and consents required by law.

Variation of rights of existing shares or classes of shares

If at any time the share capital is divided into different classes, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may, subject to the provisions of the Companies Act, whether or not our Company is being wound up, be varied or abrogated either with the consent in writing of the holders of three-quarters of the issued shares of the class or with the sanction of a special resolution passed at a separate general meeting of the holders of shares of the class and to every such special resolution the provisions of Section 184 of the Companies Act shall with such adaptations as are necessary apply. To every such separate general meeting, the provisions of these Articles relating to general meetings shall mutatis mutandis apply.

Provided always that:

(a) the necessary quorum shall be two (2) persons at least holding or representing by proxy or by attorney one-third of the issued shares of the class and that any holder of shares of the class present in person or by proxy or by attorney may demand a poll, but where the necessary majority for such a special resolution is not obtained at the meeting, consent in writing if obtained from the holders of three-fourths of the issued shares of the class concerned within two (2) months of the meeting shall be as valid and effectual as a special resolution carried at the meeting; and

(b) where all the issued shares of the class are held by one (1) person, the necessary quorum shall be one (1) person and such holder of shares of the class present in person or by proxy or by attorney may demand a poll.

The repayment of preference capital other than redeemable preference capital or any other alteration of preference shareholders’ rights may only be made pursuant to a special resolution of the preference shareholders concerned, Provided Always That where the necessary majority for such a special resolution is not obtained at a meeting, consent in writing if obtained from the holders of three-fourths of the preference shares concerned within two (2) months of the meeting, shall be as valid and effectual as a special resolution carried at the meeting.

Limitations on foreign or non-resident shareholders

There are no limitations imposed by Singapore law or by our Articles of Association on the rights of our shareholders who are regarded as non-residents of Singapore, to hold or vote their shares.

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APPENDIX F

TAXATION

The following is a discussion of certain tax matters relating to Singapore income tax, capital gains tax, stamp duty, estate duty and Goods and Service Tax (GST) consequences in relation to the purchase, ownership and disposal of our Shares. The discussion is limited to a general description of certain tax consequences in Singapore with respect to ownership of our Shares by Singapore investors, and does not purport to be a comprehensive nor exhaustive description of all of the tax considerations that may be relevant to a decision to purchase our Shares. The laws, regulations and interpretations, however, may change at any time, and any change could be retroactive to the date of issuance of our 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.

You, as a prospective subscriber of our Shares should consult your tax advisers concerning the tax consequences of owning and disposing our Shares. Neither our Company, our Directors nor any other persons involved in this Invitation accepts responsibility for any tax effects or liabilities resulting from the subscription, purchase, holding or disposal of our Shares.

INCOME TAX

Individual Income Tax

An individual is a tax resident in Singapore in a year of assessment if, in the preceding year, he was physically present in Singapore or exercised an employment in Singapore (other than as a director of a company) for 183 days or more, or if he ordinarily resides in Singapore.

Individual taxpayers who are Singapore tax residents are subject to Singapore income tax on income accruing in or derived from Singapore. All foreign-sourced income received in Singapore on or after 1 January 2004 and certain Singapore sourced investment income from fi nancial instruments derived by a Singapore tax resident individual (except for income received through a partnership in Singapore or derived from the carrying on of a trade or business in Singapore) is exempt from Singapore income tax.

Non-resident individuals are subject to Singapore income tax on income accruing in or derived from Singapore. Non-resident individuals are not subject to tax on foreign-sourced income received in Singapore and certain Singapore-sourced investment income from fi nancial instruments.

A Singapore tax resident individual is taxed at progressive rates ranging from 0.0% to 20.0%. Income derived by a non-resident individual is, subject to certain exceptions and conditions, normally taxed at the rate of 20.0%. Singapore employment income derived by a non-resident individual is taxed at a fl at rate of 15.0% or at resident rates, whichever yields a higher tax.

In the 2013 Budget, the Minister of Finance has announced that Singapore tax resident individuals will enjoy a one-off personal income tax rebate for year of assessment 2013. The tax rebates are as follows:

(a) 30.0% rebate, capped at S$1,500, for resident individual taxpayers aged below 60 years as at 31 December 2012; and

(b) 50.0% rebate, capped at S$1,500, for resident individual taxpayers aged 60 years and above as at 31 December 2012.

Corporate Income Tax

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

Singapore resident companies are subject to Singapore income tax on income accruing in or derived from Singapore and on foreign-sourced income received or deemed received in Singapore, subject to certain exceptions.

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Under the tax laws, foreign-sourced income in the form of dividends, branch profi ts and service income received or deemed to be received in Singapore by Singapore resident companies on or after 1 June 2003 are exempt from Singapore income tax if the following prescribed conditions are all met:

(i) such income is subject to tax of a similar character to income tax under the law of the jurisdiction from which such income is received;

(ii) at the time the income is received in Singapore, the highest rate of tax of a similar character to income tax (by whatever name called) levied under the law of the territory from which the income is received on any gains or profi ts from any trade or business carried on by any company in that territory at that time is not less than 15.0%; and

(iii) the Singapore Comptroller of Income Tax is satisfi ed that the tax exemption would be benefi cial to the Singapore resident company.

Non-resident companies are subject to income tax on income accruing in or derived from Singapore, and on foreign-sourced income received or deemed received in Singapore.

The corporate tax rate in Singapore for both resident and non-resident companies is currently 17.0%. Corporate tax exemption will apply to the fi rst S$300,000 of a company’s normal chargeable income as follows:

(i) 75.0% of up to the fi rst S$10,000 of a company’s chargeable income; and

(ii) 50.0% of up to the next S$290,000 of a company’s chargeable income.

The remaining chargeable income (after the tax exemption) will be fully taxable at the prevailing corporate tax rate of 17.0%.

In the 2013 Budget, the Minister of Finance has announced that both resident and non-resident companies will enjoy a corporate income tax rebate from year of assessment 2013 to year of assessment 2015. This rebate will be based on 30.0% of the tax payable up to a maximum rebate of S$30,000 per year of assessment.

Dividend Distributions

Singapore adopts the one-tier corporate tax system. Under the one-tier corporate tax system, the tax paid by a Singapore tax resident company is a fi nal tax and the after-tax profi ts of the company can be distributed to its shareholders as tax exempt (one-tier) dividends. Dividends payable by Singapore companies on the one-tier corporate tax system would be tax exempt from Singapore income tax in the hands of their shareholders. Such dividends are referred to as tax exempt (one-tier) dividends.

Where our Company is considered to be resident in Singapore, it will be under the one-tier corporate tax system. In such a situation, when our Company distributes dividends, these dividends will be tax exempt (one-tier) dividends and such dividends are tax exempt in Singapore in the hands of our shareholders.

There is no Singapore withholding tax on dividends paid to both Singapore resident shareholders as well as non Singapore resident shareholders. Foreign shareholders are advised to consult their own tax advisors in respect of the tax laws of their respective countries of residence, which are applicable on such dividends received by them and the applicability of any double taxation agreement that their country of residence may have with Singapore.

Gain on Disposal of Our Shares

Singapore does not impose tax on capital gains. However, gains may be construed to be of an income nature and subject to Singapore income tax if they arise from activities which are regarded as the carrying on of a trade or business in Singapore.

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Any profi ts from the disposal of our Shares, if regarded as capital profi ts, are not taxable in Singapore unless the seller is regarded as having derived gains of an income nature in Singapore, in which case, the disposed gains would be taxable as trading income and not treated as non-taxable capital gains.

Pursuant to Section 13Z of Income Tax Act (Chapter 134 of Singapore) and based on the IRAS e-Tax Guide on “Income Tax: Certainty of Non-taxation of Companies’ Gains on Disposal of Equity Investments” dated 30 May 2012, the gains derived from the disposal of ordinary shares in an investee company during the period 1 June 2012 to 31 May 2017 (both dates inclusive) are not taxable if immediately prior to the date of the share disposal, the divesting company had held at least 20.0% of the ordinary shares in the investee company for a continuous period of at least 24 months. This rule does not apply to a divesting company which is in a business of insurance whose gains or profi ts from the disposal of shares are included as part of its income based on the provisions of Section 26 of the Income Tax Act (Chapter 134 of Singapore), or disposal of shares in an unlisted investee company that is in the business of trading or holding Singapore immovable properties (other than the business of property development).

In addition, Shareholders who adopt the tax treatment to be aligned with the Singapore Financial Reporting Standard 39 Financial Instruments: Recognition and Measurement may be taxed on gains (not being gains in the nature of capital) even though no sale or disposal of our Shares is made. Shareholders who may be subject to such tax treatment should consult their own accounting and tax advisers regarding the Singapore income tax consequences of their subscription, purchase, holding or disposal of our Shares.

STAMP DUTY

No stamp duty is payable if an instrument of transfer is not executed or the instrument of transfer is executed outside Singapore and not brought into Singapore. However, stamp duty may be payable if the instrument of transfer which is executed outside Singapore is received in Singapore.

There is no stamp duty payable on the subscription for, allotment or holding of our Shares.

Where our Shares evidenced in certifi cated form are acquired in Singapore, stamp duty is payable on the instrument of transfer of our Shares at the rate of S$0.20 for every S$100 or part thereof of the consideration for, or market value of, our Shares, whichever is higher.

The purchaser is liable for stamp duty, unless there is an agreement to the contrary.

Stamp duty is not applicable to electronic transfers of our Shares through the scripless trading system operated by CDP.

ESTATE DUTY

Singapore estate duty has been abolished with effect from 15 February 2008.

GOODS AND SERVICES TAX (“GST”)

General

The sale of our Shares by a GST-registered investor belonging in Singapore through an SGX-ST member to another person belonging in Singapore is an exempt supply and so would not be subject to GST. In this regard, generally, GST directly incurred by the GST-registered investor in making such supplies may not be recovered from the Comptroller of GST. If our Shares are sold by a GST-registered person who is a member of the Association of Banks in Singapore, the input tax is recoverable subject to the conditions stipulated by the Comptroller of GST.

Where our Shares are supplied by a GST-registered investor to a person belonging outside Singapore and who is outside Singapore at the time the sale is executed, the sale is generally a taxable sale subject to GST at zero-rate. Any GST incurred by a GST-registered investor in the making of this taxable supply in the course of or furtherance of a business, subject to the provisions of the GST Act, may be recovered from the Comptroller of GST.

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Services consisting of arranging, broking, underwriting or advising on the issue, allotment or transfer of ownership of our Shares rendered by a GST-registered person to an investor belonging in Singapore for GST purposes in connection with the investor’s purchase, sale or holding of our Shares will be subject to GST at the standard rate, currently at seven per cent (7.0%). Similar services rendered to an investor belonging outside Singapore are subject to GST at zero-rate, provided that the investor belongs outside Singapore when the services are performed and the services provided do not directly benefi t any Singapore persons.

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APPENDIX G

TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE

You are invited to apply and purchase and/or subscribe for the Invitation Shares at the Invitation Price for each Invitation Share subject to the following terms and conditions set out below and in the relevant printed application forms to be used for the purpose of this Invitation and which forms part of the Offer Document (the “Application Forms” or, as the case may be the Electronic Applications (as defi ned herein):

1. YOUR APPLICATION MUST BE MADE IN LOTS OF 1,000 INVITATION SHARES OR INTEGRAL MULTIPLES THEREOF. YOUR APPLICATION FOR ANY OTHER NUMBER OF INVITATION SHARES WILL BE REJECTED.

2. Your application for Offer Shares may be made by way of printed WHITE Offer Shares Application Forms or by way of Electronic Applications through ATMs belonging to the Participating Banks ("ATM Electronic Applications”) or through Internet Banking (“IB”) websites of the relevant Participating Banks (“Internet Electronic Applications”, which together with ATM Electronic Applications, shall be referred to as “Electronic Applications”).

Your application for the Placement Shares may only be made by way of printed BLUE Placement Shares Application Forms.

YOU MAY NOT USE CPF FUNDS TO APPLY FOR THE INVITATION SHARES.

3. You (not being an approved nominee company) are allowed to submit only one (1) application in your own name for the Offer Shares or the Placement Shares. If you submit an application for Offer Shares by way of an Offer Shares Application Form, you MAY NOT submit another application for Offer Shares by way of an Electronic Application and vice versa. Such separate applications shall be deemed to be multiple applications and may be rejected at the discretion of our Company, the Vendor, the Sponsor, the Underwriter and Placement Agent.

If you submit an application for Offer Shares by way of an ATM Electronic Application, you MAY NOT submit another application for Offer Shares by way of an Internet Electronic Application and vice versa. Such separate applications shall be deemed to be multiple applications and may be rejected at the discretion of our Company, the Vendor, the Sponsor, the Underwriter and Placement Agent.

If you, being other than an approved nominee company, have submitted an application for Offer Shares in your own name, you should not submit any other application for Offer Shares, whether by way of an Offer Shares Application Form or by way of an Electronic Application, for any other person. Such separate applications shall be deemed to be multiple applications and may be rejected at the discretion of our Company, the Vendor, the Sponsor, the Underwriter and Placement Agent.

If you have made an application for Placement Shares, you should not make any application for Offer Shares either by way of an Offer Shares Application Form or by way of an Electronic Application and vice versa. Such separate applications shall be deemed to be multiple applications and may be rejected at the discretion of our Company, the Vendor, the Sponsor, the Underwriter and Placement Agent.

Conversely, if you have made an application for Offer Shares either by way of an Electronic Application or by way of an Offer Shares Application Form, you may not make any application for Placement Shares. Such separate applications shall be deemed to be multiple applications and may be rejected at the discretion of our Company, the Vendor, the Sponsor, the Underwriter and Placement Agent.

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Joint and multiple applications for the Invitation Shares may be rejected at the discretion of our Company, the Vendor, the Sponsor, the Underwriter and Placement Agent. If you submit or procure submissions of multiple share applications for Offer Shares, Placement Shares or both Offer Shares and Placement Shares, you may be deemed to have committed an offence under the Penal Code, Chapter 224 of Singapore and the SFA, and your applications may be referred to the relevant authorities for investigation. Multiple applications or those appearing to be or suspected of being multiple applications may be rejected at the discretion of our Company, the Vendor, the Sponsor, the Underwriter and Placement Agent.

4. We will not accept applications from any person under the age of 18 years, undischarged bankrupts, sole-proprietorships, partnerships, or non-corporate bodies, joint Securities Account holders of CDP and from applicants whose addresses (as furnished in their Application Forms or, in the case of Electronic Applications, contained in the records of the relevant Participating Banks, as the case may be) bear post offi ce box numbers. No person acting or purporting to act on behalf of a deceased person is allowed to apply under the Securities Account with CDP in the name of the deceased at the time of the application.

5. We will not recognise the existence of a trust. Any application by a trustee or trustees must therefore be made in his/her/their own name(s) and without qualifi cation or, where the application is made by way of an Application Form by a nominee, in the name(s) of an approved nominee company or companies after complying with paragraph 6 below.

6. WE WILL NOT ACCEPT APPLICATIONS FROM NOMINEES EXCEPT THOSE MADE BY APPROVED NOMINEE COMPANIES ONLY. Approved nominee companies are defined as banks, merchant banks, fi nance companies, insurance companies, licensed securities dealers in Singapore and nominee companies controlled by them. Applications made by persons acting as nominees other than approved nominee companies shall be rejected.

7. IF YOU ARE NOT AN APPROVED NOMINEE COMPANY, YOU MUST MAINTAIN A SECURITIES ACCOUNT WITH CDP IN YOUR OWN NAME AT THE TIME OF YOUR APPLICATION. If you do not have an existing Securities Account with CDP in your own name at the time of your application, your application will be rejected (if you apply by way of an Application Form), or you will not be able to complete your Electronic Application (if you apply by way of an Electronic Application). If you have an existing Securities Account with CDP but fail to provide your Securities Account number or provide an incorrect Securities Account number in Section B of the Application Form or in your Electronic Application, as the case may be, your application is liable to be rejected. Subject to paragraph 8 below, your application shall be rejected if your particulars such as name, NRIC/passport number, nationality and permanent residence status provided in your Application Form or in the case of an Electronic Application, contained in records of the relevant Participating Bank at the time of your Electronic Application, as the case may be, differ from those particulars in your Securities Account as maintained with CDP. If you possess more than one (1) individual direct Securities Account with CDP, your application shall be rejected.

8. If your address as stated in the Application Form or, in the case of an Electronic Application, contained in the records of the relevant Participating Bank, as the case may be, is different from the address registered with CDP, you must inform CDP of your updated address promptly, failing which the notifi cation letter on successful allotment and/or allocation and other correspondence from CDP will be sent to your address last registered with CDP.

9. Our Company and the Vendor, in consultation with the Sponsor, the Underwriter and Placement Agent, reserve the right to reject any application which does not conform strictly to the instructions set out in the Application Form and in this Offer Document or which does not comply with the instructions for Electronic Applications or with the terms and conditions of this Offer Document or, in the case of an application by way of an Application Form, which is illegible, incomplete, incorrectly completed or which is accompanied by an improperly drawn remittance or improper form of remittance.

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Our Company and the Vendor further reserve the right to treat as valid any applications not completed or submitted or effected in all respects in accordance with the instructions set out in the Application Forms or the instructions for Electronic Applications or the terms and conditions of this Offer Document, and also to present for payment or other processes all remittances at any time after receipt and to have full access to all information relating to, or deriving from, such remittances or the processing thereof.

Without prejudice to the rights of the Company and the Vendor, the Sponsor, the Underwriter and Placement Agent, as agents of the Company and the Vendor, have been authorised to accept, for and on behalf of the Company and the Vendor such other forms of application as the Sponsor, the Underwriter and Placement Agent deem appropriate.

10. Our Company and the Vendor reserve the right to reject or to accept, in whole or in part, or to scale down or to ballot any application, without assigning any reason therefor, and no enquiry and/or correspondence on the decision with regards hereto will be entertained. This right applies to applications made by way of Application Forms and by way of Electronic Applications. In deciding the basis of allotment and/or allocation, which shall be at the discretion of our Company and the Vendor, due consideration will be given to the desirability of allotting and/or allocating the Invitation Shares to a reasonable number of applicants with a view to establishing an adequate market for the Shares.

11. Share certifi cates will be registered in the name of CDP and will be forwarded only to CDP. It is expected that CDP will send to you, at your own risk, within 15 Market Days after the close of the Application List, and subject to the submission of valid applications and payment for the Invitation Shares, a statement of account stating that your Securities Account has been credited with the number of Invitation Shares allotted and/or allocated to you, if your application is successful. This will be the only acknowledgement of application monies received and is not an acknowledgement by our Company and Vendor. You irrevocably authorise CDP to complete and sign on your behalf, as transferee or renouncee, any instrument of transfer and/or other documents required for the issue and/or transfer of the Invitation Shares allotted and/or allocated to you. This authorisation applies to applications made by way of Application Forms and by way of Electronic Applications.

11A. In the event that our Company lodges a supplementary or replacement offer document (“Relevant Document”) pursuant to the SFA or any applicable legislation in force from time to time prior to the close of the Invitation, and the Invitation Shares have not been issued and/or transferred, we (as well as on behalf of the Vendor) will (as required by law and subject to the SFA), at our sole and absolute discretion, either:

(a) within two (2) days (excluding any Saturday, Sunday or public holiday) from the date of the lodgement of the Relevant Document, give you notice in writing of how to obtain, or arrange to receive, a copy of the same and provide you with an option to withdraw your application and take all reasonable steps to make available within a reasonable period the Relevant Document to you if you have indicated that you wish to obtain, or have arranged to receive, a copy of the Relevant Document;

(b) within seven (7) days of the lodgement of the Relevant Document give you a copy of the Relevant Document and provide you with an option to withdraw your application; or

(c) deem your application as withdrawn and cancelled and shall, within seven (7) days from the date of lodgement of the Relevant Document, return all monies paid in respect of any application, without interest or a share of revenue or benefi t arising therefrom.

Where you have notifi ed us within 14 days from the date of lodgement of the Relevant Document of your wish to exercise your option under Paragraph 11A(a) and (b) above to withdraw your application, we (as well as on behalf of the Vendor) shall pay to you all monies paid by you on account of your application for the Invitation Shares without interest or any share of revenue or other benefi t arising therefrom and at your own risk, within seven (7) days from the receipt of such notifi cation.

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In the event that at the time of the lodgement of the Relevant Document, the Invitation Shares have already been issued and/or transferred but trading has not commenced, we (as well as on behalf of the Vendor) will (as required by law and subject to the SFA), at our sole and absolute discretion, either:

(d) within two (2) days (excluding Saturday, Sunday or public holiday) from the date of the lodgement of the Relevant Document, give you notice in writing of how to obtain, or arrange to receive, a copy of the same and provide you with an option to return to our Company the Invitation Shares which you do not wish to retain title in and take all reasonable steps to make available within a reasonable period the Relevant Document to you if you have indicated that you wish to obtain, or have arranged to receive, a copy of the Relevant Document;

(e) within seven (7) days from the lodgement of the Relevant Document give you a copy of the Relevant Document and provide you with an option to return the Invitation Shares which you do not wish to retain title in; or

(f) deem the issue and/or transfer as void and refund your payment for the Invitation Shares (without interest or any share of revenue or other benefi t arising therefrom) within seven (7) days from the lodgement of the Relevant Document.

Any applicant who wishes to exercise his option under paragraph 11A(d) and (e) above to return the Invitation Shares issued and/or transferred to him shall, within 14 days from the date of lodgement of the Relevant Document, notify us of this and return all documents, if any, purporting to be evidence of title of those Invitation Shares, whereupon we (as well as on behalf of the Vendor) shall, subject to compliance with applicable laws and the Articles of Association of our Company, within seven (7) days from the receipt of such notifi cation and documents, pay to him all monies paid by him for the Invitation Shares without interest or any share of revenue or other benefi t arising there from and at his own risk, and the Invitation Shares issued and/or transferred to him shall be void.

Additional terms and instructions applicable upon the lodgement of the Relevant Document, including instructions on how you can exercise the option to withdraw your application or return the Invitation Shares allotted and/or allocated to you, may be found in such Relevant Document.

12. In the event of an under-subscription for Offer Shares as at the close of the Application List, that number of Offer Shares under-subscribed shall be made available to satisfy applications for the Placement Shares to the extent that there is an over-subscription for Placement Shares as at the close of the Application List.

In the event of an under-subscription for Placement Shares as at the close of the Application List, that number of Placement Shares under-subscribed shall be made available to satisfy applications for Offer Shares to the extent that there is an over-subscription for Offer Shares as at the close of the Application List.

In the event of an over-subscription for Offer Shares as at the close of the Application List and Placement Shares are fully subscribed or over-subscribed as at the close of the Application List, the successful applications for Offer Shares will be determined by ballot or otherwise as determined by our Directors and the Vendor after consultation with the Sponsor, the Underwriter and Placement Agent and approved by the SGX-ST.

In all the above instances, the basis of allotment and/or allocation of the Invitation Shares as may be decided by our Directors and the Vendor in ensuring a reasonable spread of shareholders of our Company, shall be made public as soon as practicable via an announcement through the SGX-ST and through an advertisement in a generally circulating daily press.

You hereby consent to the disclosure of your name, NRIC/passport number, address, nationality, permanent residency status, CDP Securities Account number, CPF Investment Account number (if applicable) and shares application amount from your account with the relevant Participating Bank to the Share Registrar and Share Transfer Agent, SCCS, SGX-ST, CDP, our Company, the Vendor, the Sponsor, the Underwriter and Placement Agent.

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13. You irrevocably authorise CDP to disclose the outcome of your application, including the number of Invitation Shares allotted and/or allocated to you pursuant to your application, to us, the Vendor, the Sponsor, the Underwriter and Placement Agent and any other parties so authorised by the foregoing persons. CDP shall not be liable for any delays, failures, or inaccuracies in the recording, storage or transmission of delivery of data relating to Electronic Applications.

14. Any reference to "you" or the "applicant" in this section shall include an individual, a corporation, an approved nominee and trustee applying for the Offer Shares by way of an Offer Shares Application Form or by way of an Electronic Application and a person applying for the Placement Shares through the Placement Agent by way of a Placement Shares Application Form.

15. By completing and delivering an Application Form or by making and completing an Electronic Application by (in the case of an ATM Electronic Application) pressing the "Enter" or "OK" or "Confi rm" or "Yes" or any other relevant key on the ATM (as the case may be) or by (in the case of an Internet Electronic Application) clicking "Submit" or "Continue" or "Yes" or "Confi rm" or any other relevant button on the IB website screen of the relevant Participating Banks (as the case may be) in accordance with the provisions of this Offer Document, you:

(a) irrevocably offer, agree and undertake to purchase and/or subscribe for the number of Invitation Shares specifi ed in your application (or such smaller number for which the application is accepted) at the Invitation Price for each Invitation Share and agree that you will accept such Invitation Shares as may be allotted and/or allocated to you, in each case on the terms of, and subject to the conditions set out in this Offer Document and the Memorandum and Articles of Association of our Company;

(b) agree that, in the event of any inconsistency between the terms and conditions for application set out in this Offer Document and those set out in the IB websites or ATMs of the relevant Participating Banks, the terms and conditions set out in this Offer Document shall prevail;

(c) agree that the aggregate Invitation Price for the Invitation Shares applied for is due and payable to our Company and the Vendor upon application;

(d) warrant the truth and accuracy of the information contained, and representations and declarations made, in your application, and acknowledge and agree that such information, representations and declarations will be relied on by our Company and the Vendor in determining whether to accept your application and/or whether to allot and/or allocate any Invitation Shares to you; and

(e) agree and warrant that, if the laws of any jurisdictions outside Singapore are applicable to your application, you have complied with all such laws and none of our Company, the Vendor, the Sponsor, the Underwriter and Placement Agent will infringe any such laws as a result of the acceptance of your application.

16. Our acceptance of applications will be conditional upon, inter alia, our Company and the Vendor being satisfi ed that:

(a) permission has been granted by the SGX-ST to deal in and for quotation for all our existing Shares (including the Vendor Shares) and the New Shares on Catalist;

(b) the Management and Sponsorship Agreement and the Underwriting and Placement Agreement referred to in the section entitled "General and Statutory Information - Management, Underwriting and Placement Arrangements" of this Offer Document have become unconditional and have not been terminated or cancelled prior to such date as our Company may determine; and

(c) the SGX-ST, acting as agent on behalf of the Authority, has not served a stop order ("Stop Order”) which directs that no or no further shares to which this Offer Document relates be allotted and/or allocated or issued and/or transferred.

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17. In the event that a Stop Order in respect of the Invitation Shares is served by the SGX-ST, acting as agent on behalf of the Authority or other competent authority, and

(a) in the case where the Invitation Shares have not been issued and/or transferred, all applications shall be deemed to have been withdrawn and cancelled and our Company (as well as on behalf of the Vendor) shall refund all monies paid on account of your application of the Invitation Shares (without interest or any share of revenue or other benefi t arising therefrom and at your own risk) to you within 14 days of the date of the Stop Order; or

(b) in the case where the Invitation Shares have already been issued and/or transferred but trading has not commenced, the issue and/or transfer of the Invitation Shares shall be deemed to be void and our Company (as well as on behalf of the Vendor) shall, within 14 days from the date of the Stop Order, refund all monies paid on account of your application for the Invitation Shares (without interest or any share of revenue or other benefi t arising therefrom and at your own risk).

This shall not apply where only an interim Stop Order has been served.

18. In the event that an interim Stop Order in respect of the Invitation Shares is served by the SGX-ST, acting as agent on behalf of the Authority, or other competent authority, no Invitation Shares shall be issued and/or transferred to you during the time when the interim Stop Order is in force.

19. The SGX-ST, acting as agent on behalf of the Authority or other competent authority, is not able to serve a Stop Order in respect of the Invitation Shares if the Invitation Shares have been issued and/or transferred, listed on a securities exchange and trading in the Invitation Shares has commenced.

In the event of any changes in the closure of the Application List or the time period during which the Invitation is open, we will publicly announce the same through a SGXNET announcement to be posted on the internet at the SGX-ST website http://www.sgx.com and through a paid advertisement in a local English newspaper.

20. Our Company and the Vendor will not hold any application in reserve.

21. Our Company and the Vendor will not allot and/or allocate Shares on the basis of this Offer Document later than six (6) months after the date of registration of this Offer Document by the SGX-ST, acting as agent on behalf of the Authority.

22. Additional terms and conditions for applications by way of Application Forms are set out on pages G-6 to G-10 of this Offer Document.

23. Additional terms and conditions for applications by way of Electronic Applications are set out on pages G-10 to G-14 of this Offer Document.

ADDITIONAL TERMS AND CONDITIONS FOR APPLICATIONS USING APPLICATION FORMS

Applications by way of an Application Form shall be made on, and subject to, the terms and conditions of this Offer Document including but not limited to the terms and conditions appearing below as well as those set out under the section entitled “Terms, Conditions and Procedures for Application and Acceptance” of this Offer Document, as well as the Memorandum and Articles of Association of our Company.

1. Your application for the Offer Shares must be made using the WHITE Application Forms and WHITE envelopes “A” and “B” for Offer Shares, the BLUE Application Forms for Placement Shares, accompanying and forming part of this Offer Document.

We draw your attention to the detailed instructions contained in the respective Application Forms and this Offer Document for the completion of the Application Forms which must be carefully followed. Our Company and the Vendor, in consultation with the Sponsor, the Underwriter and Placement Agent reserve the right to reject applications which do not conform strictly

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to the instructions set out in the Application Forms and this Offer Document or to the terms and conditions of this Offer Document or which are illegible, incomplete, incorrectly completed or which are accompanied by improperly drawn remittances or improper form of remittance.

2. Your Application Forms must be completed in English. Please type or write clearly in ink using BLOCK LETTERS.

3. All spaces in the Application Forms except those under the heading “FOR OFFICIAL USE ONLY” must be completed and the words “NOT APPLICABLE” or “N.A.” should be written in any space that is not applicable.

4. Individuals, corporations, approved nominee companies and trustees must give their names in full. If you are an individual, you must make your application using your full names as it appears in your identity cards (if you have such an identifi cation document) or in your passports and, in the case of a corporation, in your full name as registered with a competent authority. If you are a non-individual, you must complete the Application Form under the hand of an offi cial who must state the name and capacity in which he signs the Application Form. If you are a corporation completing the Application Form, you are required to affi x your Common Seal (if any) in accordance with your Memorandum and Articles of Association or equivalent constitutive documents of the corporation. If you are a corporate applicant and your application is successful, a copy of your Memorandum and Articles of Association or equivalent constitutive documents must be lodged with our Company’s Share Registrar and Share Transfer Offi ce. Our Company and the Vendor reserve the right to require you to produce documentary proof of identifi cation for verifi cation purposes.

5. (a) You must complete Sections A and B and sign page 1 of the Application Form.

(b) You are required to delete either paragraph 7(a) or 7(b) on page 1 of the Application Form. Where paragraph 7(a) is deleted, you must also complete Section C of the Application Form with particulars of the benefi cial owner(s).

(c) If you fail to make the required declaration in paragraph 7(a) or 7(b), as the case may be, on page 1 of the Application Form, your application is liable to be rejected.

6. You (whether you are an individual or corporate applicant, whether incorporated or unincorporated and wherever incorporated or constituted) will be required to declare whether you are a citizen or permanent resident of Singapore or a corporation in which citizens or permanent residents of Singapore or any body corporate constituted under any statute of Singapore having an interest in the aggregate of more than 50.0 per cent. of the issued share capital of or interests in such corporations.

If you are an approved nominee company, you are required to declare whether the benefi cial owner of the Invitation Shares is a citizen or permanent resident of Singapore or a corporation, whether incorporated or unincorporated and wherever incorporated or constituted, in which citizens or permanent residents of Singapore or any body corporate whether incorporated or unincorporated and wherever incorporated or constituted under any statute of Singapore have an interest in the aggregate of more than 50.0% of the issued share capital of or interests in such corporation.

7. Your application must be accompanied by a remittance in Singapore currency for the full amount payable, in respect of the number of Invitation Shares applied for, in the form of a BANKER'S DRAFT or CASHIER'S ORDER drawn on a bank in Singapore, made out in favour of “GDS SHARE ISSUE ACCOUNT" crossed “A/C PAYEE ONLY”, and with your name and address written clearly on the reverse side. Applications not accompanied by any payment or accompanied by any other form of payment will not be accepted. We will reject remittances bearing “NOT TRANSFERABLE” or “NON TRANSFERABLE” crossings. No acknowledgement or receipt will be issued by our Company, the Vendor or the Sponsor for applications and application monies received.

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8. Monies paid in respect of unsuccessful applications are expected to be returned (without interest or any share of revenue or other benefi t arising therefrom) to you by ordinary post within 24 hours of balloting of applications at your own risk. Where your application is rejected or accepted in part only, the full amount or the balance of the application monies, as the case may be, will be refunded (without interest or any share of revenue or other benefi t arising therefrom) to you by ordinary post at your own risk within 14 days after the close of the Application List, provided that the remittance accompanying such application which has been presented for payment or other processes has been honoured and application monies have been received in the designated share issue account. In the event that the Invitation does not proceed for any reason, the full amount of the application monies received will be refunded (without interest or any share of revenue or other benefi t arising therefrom) to you by ordinary post at your own risk within fi ve (5) Market Days of the termination of the Invitation. In the event that the Invitation is cancelled by us (as well as on behalf the Vendor) following the issuance of a Stop Order by the SGX-ST, acting as agent on behalf of the Authority, the application monies received will be refunded (without interest or any share of revenue or other benefi t arising therefrom) to you by ordinary post at your own risk within 14 days from the date of the Stop Order.

9. Capitalised terms used in the Application Forms and defi ned in this Offer Document shall bear the meanings assigned to them in this Offer Document.

10. You irrevocably agree and acknowledge that your application is subject to risks of fi res, acts of God and other events beyond the control of the Participating Banks, our Company, our Directors, the Vendor, the Sponsor, the Underwriter and Placement Agent and/or any other party involved in the Invitation, and if, in any such event, our Company, the Vendor, the Sponsor, the Underwriter and Placement Agent and/or the relevant Participating Bank do not receive your Application Form, you shall have no claim whatsoever against our Company, the Vendor, the Sponsor, the Underwriter and Placement Agent, the relevant Participating Bank and/or any other party involved in the Invitation for the Invitation Shares applied for or for any compensation, loss or damage.

11. By completing and delivering the Application Form, you agree that:

(a) in consideration of our Company and the Vendor having distributed the Application Form to you and agreeing to close the Application List at 12.00 noon on 17 April 2013 or such other time or date as our Company and the Vendor may, in consultation with the Sponsor, the Underwriter and Placement Agent decide and by completing and delivering the Application Form:

(i) your application is irrevocable; and

(ii) your remittance will be honoured on fi rst presentation and that any monies returnable may be held pending clearance of your payment without interest or any share of revenue or other benefi t arising therefrom;

(b) neither our Company, the Vendor, the Sponsor, the Underwriter and Placement Agent nor any other party involved in the Invitation shall be liable for any delays, failures or inaccuracies in the recording, storage or in the transmission or delivery of data relating to your application to us or CDP due to breakdowns or failure of transmission, delivery or communication facilities or any risks referred to in paragraph 10 above or to any cause beyond their respective controls;

(c) all applications, acceptances and contracts resulting therefrom under the Invitation shall be governed by and construed in accordance with the laws of Singapore and that you irrevocably submit to the non-exclusive jurisdiction of the Singapore courts;

(d) in respect of the Invitation Shares for which your application has been received and not rejected, acceptance of your application shall be constituted by written notifi cation and not otherwise, notwithstanding any remittance being presented for payment by or on behalf of our Company;

(e) you will not be entitled to exercise any remedy of rescission for misrepresentation at any time after acceptance of your application;

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(f) in making your application, reliance is placed solely on the information contained in this Offer Document and that none of our Company, the Vendor, the Sponsor, the Underwriter and the Placement Agent or any other person involved in the Invitation shall have any liability for any information not so contained;

(g) you consent to the disclosure of your name, NRIC/passport number, address, nationality, permanent residency status, CDP Securities Account number, and share application amount to our Share Registrar, CDP, SCCS, SGX-ST, our Company, the Vendor, the Sponsor, the Underwriter and Placement Agent or other authorised operators; and

(h) you irrevocably agree and undertake to purchase and/or subscribe for the number of Invitation Shares applied for as stated in the Application Form or any smaller number of such Invitation Shares that may be allotted and/or allocated to you in respect of your application. In the event that our Company and the Vendor decide to allot and/or allocate a smaller number of Invitation Shares or not to allot and/or allocate any Invitation Shares to you, you agree to accept such decision as fi nal.

Applications for Offer Shares

1. Your application for Offer Shares MUST be made using the WHITE Offer Shares Application Forms and WHITE offi cial envelopes “A” and “B”. ONLY ONE (1) APPLICATION should be enclosed in each envelope.

2. You must:

(a) enclose the WHITE Offer Shares Application Form, duly completed and signed, together with the correct remittance in accordance with the terms and conditions of this Offer Document in the WHITE envelope “A” provided;

(b) in the appropriate spaces on WHITE envelope “A”:

(i) write your name and address;

(ii) state the number of Offer Shares applied for;

(iii) tick the relevant box to indicate the form of payment; and

(iv) affi x adequate Singapore postage;

(c) Seal the WHITE envelope “A”;

(d) write, in the special box provided on the larger WHITE envelope “B” addressed to Boardroom Corporate & Advisory Services Pte. Ltd., 50 Raffles Place #32-01 Singapore Land Tower, Singapore 048623, the number of Offer Shares for which the application is made; and

(e) insert WHITE envelope “A” into WHITE envelope “B”, seal WHITE envelope “B”, affi x adequate Singapore postage on WHITE offi cial envelope “B” (if despatching by ordinary post) and thereafter DESPATCH BY ORDINARY POST OR DELIVER BY HAND at your own risk to Boardroom Corporate & Advisory Services Pte. Ltd., 50 Raffl es Place #32-01 Singapore Land Tower, Singapore 048623, to arrive by 12.00 noon on 17 April 2013 or such other time as our Company and the Vendor may, in consultation with the Sponsor, the Underwriter and Placement Agent decide. Local Urgent Mail or Registered Post must NOT be used. No acknowledgement of receipt will be issued for any application or remittance received.

3. Applications that are illegible, incomplete or incorrectly completed or accompanied by improperly drawn remittances or improper form of remittance or which are not honoured upon their fi rst presentation are liable to be rejected.

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Applications for Placement Shares

1. Your application for Placement Shares MUST be made using the BLUE Placement Shares Application Forms. ONLY ONE (1) APPLICATION should be enclosed in each envelope.

2. The completed and signed BLUE Placement Shares Application Form and the correct remittance in full in respect of the number of Placement Shares applied for (in accordance with the terms and conditions of this Offer Document) with your name and address written clearly on the reverse side, must be enclosed and sealed in an envelope to be provided by you. You must affi x adequate Singapore postage on the envelope (if despatching by ordinary post) and thereafter the sealed envelope must be DESPATCHED BY ORDINARY POST OR DELIVERED BY HAND at your own risk to Boardroom Corporate & Advisory Services Pte. Ltd., 50 Raffl es Place #32-01 Singapore Land Tower, Singapore 048623, to arrive by 12.00 noon on 17 April 2013 or such other time as our Company and the Vendor may, in consultation with the Sponsor, the Underwriter and Placement Agent, decide. Local Urgent Mail or Registered Post must NOT be used. No acknowledgement of receipt will be issued for any application or remittance received.

3. Applications that are illegible, incomplete or incorrectly completed or accompanied by improperly drawn remittances or improper form of remittance or which are not honoured upon their fi rst presentation are liable to be rejected.

ADDITIONAL TERMS AND CONDITIONS FOR ELECTRONIC APPLICATIONS

The procedures for Electronic Applications are set out on the ATM screens (in the case of ATM Electronic Applications) and the IB website screens (in the case of Internet Electronic Applications) of the relevant Participating Banks. For illustration purposes, the procedures for Electronic Applications through ATMs and the IB website of the UOB Group are set out respectively in the “Steps for an ATM Electronic Application through ATMs of the UOB Group" and the "Steps for an Internet Electronic Application through the IB website of the UOB Group" (collectively, the "Steps”) appearing on pages G-14 to G-18 of this Offer Document.

The Steps set out the actions that you must take at an ATM or the IB website of the UOB Group to complete an Electronic Application. Please read carefully the terms of this Offer Document, the Steps and the terms and conditions for Electronic Applications set out below before making an Electronic Application. Any reference to "you" or the "applicant" in this section "Additional Terms and Conditions for Electronic Applications" and the Steps shall refer to you making an application for Offer Shares through an ATM or the IB website of a relevant Participating Bank.

You must have an existing bank account with and be an ATM cardholder of one (1) of the Participating Banks before you can make an Electronic Application at the ATMs. An ATM card issued by one (1) Participating Bank cannot be used to apply for Offer Shares at an ATM belonging to other Participating Banks. For an Internet Electronic Application, you must have an existing bank account with an IB User Identifi cation ("User ID”) and a Personal Identifi cation Number/Password (“PIN”) given by the relevant Participating Bank. The Steps set out the actions that you must take at ATMs or the IB website of the UOB Group to complete an Electronic Application. The actions that you must take at ATMs or the IB websites of other Participating Banks are set out on the ATM screens or the IB website screens of the relevant Participating Banks. Upon the completion of your ATM Electronic Application transaction, you will receive an ATM transaction slip (“Transaction Record”), confi rming the details of your Electronic Application. Upon completion of your Internet Electronic Application, there will be an on-screen confi rmation (“Confi rmation Screen”) of the application which can be printed for your record. The Transaction Record or your printed record of the Confi rmation Screen is for your retention and should not be submitted with any Application Form.

You must ensure that you enter your own Securities Account number when using the ATM card issued to you in your own name. If you fail to use your own ATM card or if you do not key in your own Securities Account number, your application will be rejected. If you operate a joint bank account with any of the Participating Banks, you must ensure that you enter your own Securities Account number when using the ATM card issued to you in your own name. Using your own Securities Account number with an ATM card which is not issued to you in your own name will render your ATM Electronic Application liable to be rejected.

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You must ensure, when making an Internet Electronic Application, that your mailing address for the account selected for the application is in Singapore and the application is being made in Singapore and you will be asked to declare accordingly. Otherwise your application is liable to be rejected. In connection with this, you wil be asked to declare that you are in Singapore at the time when you make the application.

You shall make an Electronic Application in accordance with and subject to the terms and conditions of this Offer Document including but not limited to the terms and conditions appearing below and those set out under the section entitled “Terms, Conditions and Procedures for Application and Acceptance” of this Offer Document as well as the Memorandum and Articles of Association of our Company.

1. In connection with your Electronic Application for Offer Shares, you are required to confi rm statements to the following effect in the course of activating your Electronic Application:

(a) that you have received a copy of this Offer Document (in the case of ATM Electronic Applications only) and have read, understood and agreed to all the terms and conditions of application for Offer Shares and this Offer Document prior to effecting the Electronic Application and agree to be bound by the same;

(b) that you consent to the disclosure of your name, NRIC/passport number, address, nationality, permanent residency status, share application amount, CPF Investment Account number (if applicable) and CDP Securities Account number and application details (the “Relevant Particulars”) with the relevant Participating Bank to the CDP, CPF, SCCS, SGX-ST, Share Registrar, our Company, the Vendor, the Sponsor, the Underwriter and Placement Agent or other authorised operators (the “Relevant Parties”); and

(c) that this is your only application for Offer Shares and it is made in your own name and at your own risk.

Your application will not be successfully completed and cannot be recorded as a completed transaction in the ATM or on the IB website unless you press the “Enter” or “Confi rm” or “Yes” or “OK” or any other relevant key in the ATM or click “Confi rm” or “OK” or “Submit” or “Continue” or “Yes” or any other relevant button on the IB website screen. By doing so, you shall be treated as signifying your confi rmation of each of the above three (3) statements. In respect of statement 1(b) above, such confi rmation, shall signify and shall be treated as your written permission, given in accordance with the relevant laws of Singapore including Section 47(2) of the Banking Act (Chapter 19) of Singapore to the disclosure by the relevant Participating Bank of the Relevant Particulars to the Relevant Parties.

2. BY MAKING AN ELECTRONIC APPLICATION, YOU CONFIRM THAT YOU ARE NOT APPLYING FOR OFFER SHARES AS A NOMINEE OF ANY OTHER PERSON AND THAT ANY ELECTRONIC APPLICATION THAT YOU MAKE IS THE ONLY APPLICATION MADE BY YOU AS THE BENEFICIAL OWNER.

YOU SHOULD MAKE ONLY ONE (1) ELECTRONIC APPLICATION FOR OFFER SHARES AND SHOULD NOT MAKE ANY OTHER APPLICATION FOR OFFER SHARES OR PLACEMENT SHARES, WHETHER AT THE ATMS OR THE IB WEBSITE (IF ANY) OF ANY PARTICIPATING BANK OR ON THE APPLICATION FORMS. IF YOU HAVE MADE AN APPLICATION FOR OFFER SHARES OR PLACEMENT SHARES ON AN APPLICATION FORM, YOU SHALL NOT MAKE AN ELECTRONIC APPLICATION FOR OFFER SHARES AND VICE VERSA.

3. You must have suffi cient funds in your bank account with your Participating Bank at the time you make your Electronic Application at the ATM or the IB website of the relevant participating bank, failing which your Electronic Application will not be completed or accepted. Any Electronic Application which does not conform strictly to the instructions set out in this Offer Document or on the screens of the ATM or the IB website of the relevant Participating Bank through which your Electronic Application is being made shall be rejected.

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You may make an ATM Electronic Application at the ATM of any Participating Bank or an Internet Electronic Application at the IB website of the relevant Participating Bank for the Offer Shares using only cash by authorising such Participating Bank to deduct the full amount payable from your account with such Participating Bank.

4. You irrevocably agree and undertake to subscribe for and/or to accept the number of Offer Shares applied for as stated on the Transaction Record or the Confi rmation Screen or any lesser number of Offer Shares that may be allotted and/or allocated to you in respect of your Electronic Application.

In the event that our Company and the Vendor decide to allot and/or allocate any lesser number of such Offer Shares or not to allot and/or allocate any Offer Shares to you, you agree to accept such decision as fi nal. If your Electronic Application is successful, your confi rmation (by your action of pressing the "Enter" or "Confi rm" or "Yes" or "OK" or any other relevant key on the ATM or clicking "Confi rm" or "OK" or "Submit" or "Continue" or "Yes" or any other relevant button on the IB website screen) of the number of Offer Shares applied for shall signify and shall be treated as your acceptance of the number of Offer Shares that may be allotted and/or allocated to you and your agreement to be bound by the Memorandum and Articles of Association of our Company. You also irrevocably authorise CDP to complete and sign on your behalf as transferee or renouncee any instrument of transfer and/or other documents required for the transfer of the Offer Shares that may be allotted and/or allocated to you.

5. The Company and the Vendor will not keep any applications in reserve. Where your Electronic Application is unsuccessful, the full amount of the application monies will be refunded in Singapore currency (without interest or any share of revenue or other benefi t arising therefrom) to you by being automatically credited to your account with your Participating Bank within 24 hours of balloting of the applications provided that the remittance in respect of such application which has been presented for payment or other processes have been honoured and the application monies have been received in the designated share issue account. Trading on a “WHEN ISSUED” basis, if applicable, is expected to commence after such refund has been made.

Where your Electronic Application is rejected or accepted in part only, the full amount or the balance of the application monies, as the case may be, will be refunded in Singapore currency (without interest or any share of revenue or other benefi t arising therefrom) to you by being automatically credited to your account with your Participating Bank within 14 days after the close of the Application List provided that the remittance in respect of such application which has been presented for payment or other processes have been honoured and the application monies have been received in the designated share issue account.

Responsibility for timely refund of application monies arising from unsuccessful or partially successful Electronic Applications lies solely with the respective Participating Banks. Therefore, you are strongly advised to consult your Participating Bank as to the status of your Electronic Application and/or the refund of any monies to you from unsuccessful or partially successful Electronic Application, to determine the exact number of Offer Shares allotted and/or allocated to you before trading the Offer Shares on Catalist. You may also call CDP Phone at 6535 7511 to check the provisional results of your application by using your T-pin (issued by CDP upon your application for the service) and keying in the stock code (that will be made available together with the results of the allotment and/or allocation via an announcement through the SGX-ST and by advertisement in a generally circulating daily press). To sign up for the service, you may contact CDP customer service offi cers. Neither the SGX-ST, the CDP, the SCCS, the Participating Banks, our Company, the Vendor, the Sponsor nor the Underwriter and Placement Agent assume any responsibility for any loss that may be incurred as a result of you having to cover any net sell positions or from buy-in procedures activated by the SGX-ST.

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6. If your Electronic Application is unsuccessful, no notifi cation will be sent by the relevant Participating Banks.

If you make Electronic Applications through the ATMs or the IB websites of the following Participating Banks, you may check the provisional results of your Electronic Applications as follows:

Bank Telephone ATM/InternetOperating Hours

Service Expected From

UOB Group 1800 222 2121 ATM (Other Transactions – “IPO Results Enquiry”)

http://www.uobgroup.com(1)

24 hours a day Evening of the balloting day

DBS Bank 1800 339 6666(for POSB account holders)

1800 111 1111(for DBS account holders)

Internet Banking

http://www.dbs.com(2)

24 hours a day Evening of the balloting day

OCBC 1800 363 3333 ATM / Internet Banking/ Phone Banking

http://www.ocbc.com

24 hours a day Evening of the balloting day

Notes:

(1) If you have made your Electronic Application through the ATMs or IB website of the UOB Group, you may check the results of your application through UOB Personal Internet Banking, ATMs of the UOB Group or UOB Phone Banking Services.

(2) If you have made your Electronic Application through the ATMs or IB website of DBS Bank, you may check the results of your application through the channel listed above.

7. You irrevocably agree and acknowledge that your Electronic Application is subject to risks of electrical, electronic, technical and computer-related faults and breakdowns, fi res, acts of God and other events beyond the control of the Participating Banks, our Company, the Vendor, the Sponsor, the Underwriter and Placement Agent and if, in any such event, our Company, the Vendor, the Sponsor, the Underwriter and Placement Agent and/or the relevant Participating Bank do not receive your Electronic Application, or data relating to your Electronic Application or the tape or any other devices containing such data is lost, corrupted or not otherwise accessible, whether wholly or partially for whatever reason, you shall be deemed not to have made an Electronic Application and you shall have no claim whatsoever against our Company, our Directors, the Vendor, the Sponsor, the Underwriter and Placement Agent and/or the relevant Participating Bank for Offer Shares applied for or for any compensation, loss or damage.

8. Electronic Applications shall close at 12.00 noon on 17 April 2013 or such other time as our Company and the Vendor may, in consultation with the Sponsor, the Underwriter and Placement Agent decide. Subject to the paragraph above, an Internet Electronic Application is deemed to be received when it enters the designated information system of the relevant Participating Bank, that is, when there is an on-screen confi rmation of the application.

9. You are deemed to have irrevocably requested and authorised our Company to:

(a) register the Offer Shares allotted and/or allocated to you in the name of CDP for deposit into your Securities Account;

(b) send the relevant Share certifi cate(s) to CDP;

(c) return or refund (without interest or any share of revenue earned or other benefi t arising therefrom) the application monies, should your Electronic Application be unsuccessful, by automatically crediting your bank account with your Participating Bank with the relevant amount within 24 hours of the balloting of applications; and

G-14

(d) return or refund (without interest or any share of revenue or other benefi t arising therefrom) the balance of the application monies should your Electronic Application be accepted in part only, by automatically crediting your bank account with your Participating Bank with the relevant amount within 14 days after the close of the Application List.

10. We do not recognise the existence of a trust. Any Electronic Application by a trustee must be made in your own name and without qualifi cation. Our Company and the Vendor will reject any application by any person acting as nominee except those made by approved nominee companies only.

11. All your particulars in the records of your relevant Participating Bank at the time you make your Electronic Application shall be deemed to be true and correct and your relevant Participating Bank and the Relevant Parties shall be entitled to rely on the accuracy thereof. If there has been any change in your particulars after the time of the making of your Electronic Application, you shall promptly notify your relevant Participating Bank.

12. You should ensure that your personal particulars as recorded by both CDP and the relevant Participating Bank are correct and identical, otherwise, your Electronic Application is liable to be rejected. You should promptly inform CDP of any change in address, failing which the notifi cation letter on successful allotment and/or allocation will be sent to your address last registered with CDP.

13. By making and completing an Electronic Application, you are deemed to have agreed that:

(a) in consideration of our Company making available the Electronic Application facility, through the Participating Banks as the agents of our Company, at the ATMs and IB websites (if any):

(i) your Electronic Application is irrevocable; and

(ii) your Electronic Application, our acceptance and the contract resulting therefrom under the Invitation shall be governed by and construed in accordance with the laws of Singapore and you irrevocably submit to the non-exclusive jurisdiction of the Singapore courts;

(b) neither our Company, the Vendor, the Sponsor, the Underwriter and the Placement Agent, the Participating Banks nor CDP shall be liable for any delays, failures or inaccuracies in the recording, storage or in the transmission or delivery of data relating to your Electronic Application to our Company or CDP due to breakdowns or failure of transmission, delivery or communication facilities or any risks referred to in paragraph 7 above or to any cause beyond our respective controls;

(c) in respect of Offer Shares for which your Electronic Application has been successfully completed and not rejected, acceptance of your Electronic Application shall be constituted by written notifi cation by or on behalf of our Company and not otherwise, notwithstanding any payment received by or on behalf of our Company;

(d) you will not be entitled to exercise any remedy of rescission or misrepresentation at any time after acceptance of your application; and

(e) in making your application, reliance is placed solely on the information contained in this Offer Document and that none of our Company, the Vendor, the Sponsor, the Underwriter and Placement Agent or any other person involved in the Invitation shall have any liability for any information not so contained.

Steps for Electronic Applications through the ATMs and the IB website of the UOB Group

The instructions for Electronic Applications will appear on the ATM screens and the IB website screens of the respective Participating Banks. For illustrative purposes, the steps for making an Electronic Application through the ATMs or through the IB website of the UOB Group are shown below. Instructions for Electronic Applications appearing on the ATM screens and the IB website screens of the relevant Participating Banks (other than the UOB Group) may differ from that represented below.

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Steps for an ATM Electronic Application through ATMs of the UOB Group

Owing to space constraints on the UOB Group’s ATM screens, the following terms will appear in abbreviated form:

“&” : and

“CDP” : THE CENTRAL DEPOSITORY (PTE) LIMITED

“CPF” : THE CENTRAL PROVIDENT FUND

“NRIC” or “IC” : NATIONAL REGISTRATION IDENTITY CARD

"PIN" : PERSONAL IDENTIFICATION NUMBER

“PR” : PERMANENT RESIDENT

"SCCS" : SECURITIES CLEARING & COMPUTER SERVICES (PTE) LIMITED

Step 1 : Insert your personal Unicard, Uniplus card or UOB VISA/MASTER card and key in your personal identifi cation number.

2 : Select "CASHCARD/OTHER TRANS”.

3 : Select “SECURITIES APPLICATION”.

4 : Select the share counter which you wish to apply for.

5 : Read and understand the following statements which will appear on the screen:

- THIS OFFER OF SECURITIES (OR UNITS OF SECURITIES) WILL BE MADE IN, OR ACCOMPANIED BY, A COPY OF THE PROSPECTUS/OFFER INFORMATION STATEMENT/DOCUMENT OR SUPPLEMENTARY DOCUMENTS. ANYONE WISHING TO ACQUIRE THESE SECURITIES (OR UNITS OF SECURITIES) WILL NEED TO MAKE AN APPLICATION IN THE MANNER SET OUT IN THE PROSPECTUS/OFFER INFORMATION STATEMENT/DOCUMENT OR SUPPLEMENTARY DOCUMENTS.

(Press “ENTER” to continue)

- PLEASE CALL 1800 222 2121 IF YOU WOULD LIKE TO FIND OUT WHERE YOU CAN OBTAIN A COPY OF THE PROSPECTUS/OFFER INFORMATION STATEMENT/DOCUMENT OR SUPPLEMENTARY DOCUMENT.

- WHERE APPLICABLE, A COPY OF THE PROSPECTUS/OFFER INFORMATION STATEMENT/DOCUMENT OR SUPPLEMENTARY DOCUMENT HAS BEEN LODGED WITH AND/OR REGISTERED BY THE MONETARY AUTHORITY OF SINGAPORE WHO ASSUMES NO RESPONSIBILITY FOR THE CONTENTS OF THE PROSPECTUS/ OFFER INFORMATION STATEMENT/DOCUMENT OR SUPPLEMENTARY DOCUMENT.

(Press "ENTER” to continue)

G-16

6 : Read and understand the following terms which will appear on the screen:

- YOU HAVE READ, UNDERSTOOD AND AGREED TO ALL TERMS OF THE PROSPECTUS/OFFER INFORMATION STATEMENT/DOCUMENT/SUPPLEMENTARY DOCUMENT AND THIS ELECTRONIC APPLICATION.

(Press "ENTER” key to continue)

- YOU CONSENT TO DISCLOSE YOUR NAME, IC/PASSPORT, NATIONALITY, ADDRESS, APPLICATION AMOUNT, CPF INVESTMENT ACCOUNT NUMBER AND CDP ACCOUNT NUMBER FROM YOUR ACCOUNTS TO CDP, CPF, SCCS, SHARE REGISTRARS, SGX-ST AND ISSUER/VENDOR(S).

- THIS IS YOUR ONLY FIXED PRICE APPLICATION AND IS IN YOUR NAME AND AT YOUR RISK.

(Press "ENTER” to continue)

7 : Screen will display:

NRIC/Passport No. XXXXXXXXXXXX

IF YOUR NRIC/PASSPORT NUMBER IS INCORRECT, PLEASE CANCEL THE TRANSACTION AND NOTIFY THE BRANCH PERSONALLY.

(Press “CANCEL” or “CONFIRM”)

8 : Select mode of payment i.e. “CASH ONLY”. You will be prompted to select Cash Account type to debit (i.e., “CURRENT ACCOUNT/I-ACCOUNT”, “CAMPUS ACCOUNT" OR "SAVINGS ACCOUNT/TX ACCOUNT”). Should you have a few accounts linked to your ATM card, a list of linked account numbers will be displayed for you to select.

9 : After you have selected the account, your CDP Securities Account number will be displayed for you to confi rm or change (This screen with your CDP Securities Account number will be shown if your CDP Securities Account number is already stored in the ATM system of the UOB Group). If this is the fi rst time you are using the UOB Group’s ATM to apply for securities, your CDP Securities Account number will not be stored in the ATM system of the UOB Group, and the following screen will be displayed for your input of your CDP Securities Account number.

10 : Read and understand the following terms which will appear on the screen:

1. YOU ARE REQUIRED TO ENTER YOUR CDP ACCOUNT NUMBER FOR YOUR FIRST IPO/SECURITIES APPLICATION. THIS ACCOUNT NUMBER WOULD BE DISPLAYED FOR FURTHER APPLICATIONS.

2. DO NOT APPLY FOR JOINT ACCOUNT HOLDER OR THIRD PARTIES.

3. PLEASE ENTER YOUR OWN CDP ACCOUNT NUMBER (12 DIGITS) & PRESS ENTER.

If you wish to terminate the transaction, please press “CANCEL”.

11 : Key in your CDP Securities Account number (12 digits) and select “CONFIRM-YES”.

12 : Select your nationality status.

13 : Key in the number of shares you wish to apply for and press the "ENTER” key.

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14 : Check the details of your Electronic Application on the screen and press “ENTER” key to confi rm your Electronic Application.

15 : Select “NO” if you do not wish to make any further transactions and remove the Transaction Record. You should keep the Transaction Record for your own reference only.

Steps for an Internet Electronic Application through the IB website of the UOB Group

Owing to space constraints on the UOB Group’s IB website screens, the following terms will appear in abbreviated form:

“CDP” : The Central Depository (Pte) Limited

“CPF” : The Central Provident Fund

“NRIC” or “I/C” : National Registration Identity Card

“PR” : Permanent Resident

“SGD” : Singapore Dollars

"SCCS" : Securities Clearing & Computer Services (Pte) Limited

"SGX" : Singapore Exchange Securities Trading Limited

Step 1. Connect to the UOB Group at http://www.uobgroup.com.

2. Locate the “UOB Online Services Login” icon on the top right hand side of the Home Page.

3. Point on “UOB Online Services Login” icon and at the drop list select “UOB Personal Internet Banking”.

4. Enter your Username and Password and click “Submit”.

5. Click on “Proceed” under the Full Access Mode.

6. You will receive a SMS One-Time Password. Enter the SMS One-Time Password and click “Proceed”.

7. Click on “EPS/Securities/CPFIS”, followed by “Securities”, followed by “Securities Application”.

8. Read the IMPORTANT notice and complete the declarations found on the bottom of the page by answering Yes/No to the questions.

9. Click “Continue”.

10. Select your country of residence (you must be residing in Singapore to apply), and click “Continue”.

11. Select the “Securities Counter” from the drop list (If there are concurrent IP0s) and click “Submit”.

12. Check the “Securities Counter”, select the mode of payment and account number to debit and click on “Submit”.

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13. Read the important instructions and click on “Continue” to confi rm that:

1. You have read, understood and agreed to all the terms of this application and the Prospectus/Document or Supplementary Document.

2. You consent to disclose your name, I/C or passport number, address, nationality, CDP Securities Account number, CPF Investment Account number (if applicable), and application details to the Securities registrars, SGX, SCCS, CDP, CPF Board and issuer/vendor(s).

3. This application is made in your own name, for your own account and at your own risk.

4. For FIXED/MAX price Securities application, this is your application. For TENDER price Securities application, this is your only application at the selected tender price.

5. For FOREIGN CURRENCY securities, subject to the terms of the issue, please note the following: The application monies will be debited from your bank account In SGD, based on the Bank’s exchange profi t or loss, or application monies may be debited and refunds credited in SGD at the same exchange rate.

6. For 1ST-COME-1ST-SERVE securities, the number of securities applied for may be reduced, subject to the availability at the point of application.

14. Check your personal details, details of the share counter you wish to apply for and account to debit.

Select (a) Nationality;

Enter (b) your CDP Securities Account number; and

(c) the number of shares applied for.

Click “Submit”.

15. Check your personal particulars (name, NRIC/Passport number and nationality), details of the share counter you wish to apply for, CDP Securities Account number, account to debit and number of securities applied for.

16. Click “Confi rm”, “Edit” or “Home”.

17. Print the Confi rmation Screen (optional) for your own reference and retention only.

GDS Global Limited86 International RoadSingapore 629176

Tel: (65) 6266 6668Fax: (65) 6266 6866http://www.gdsglobal.com.sg