FEEDING EMERGING ASIA

248,000,000 Offering Shares (subject to the Over-allotment Option (as defined herein))Offering Price: S$0.80 per Offering Share

JAPFA LTD. (Company Registration Number: 200819599W)(Incorporated in Singapore on October 8, 2008)

This is the initial public offering of our ordinary shares (the Shares). Japfa Ltd. (the Company) is issuing an aggregate of 248,000,000 Shares (the Offering Shares) for subscription and/or purchase at the Offering Price (as defined below) (the Offering). The Offering consists of (i) an international placement of 231,200,000 Offering Shares (the International Offer) to investors, including institutional and other investors in Singapore, including 22,500,000 Offering Shares reserved for our directors, employees and business associates and others who have contributed to the success and development of our Group (the Reserved Shares) and (ii) a public offer of 16,800,000 Offering Shares in Singapore (the Singapore Public Offer). The Offering Shares offered may be re-allocated between the International Offer and the Singapore Public Offer, at the discretion of the Joint Global Coordinators, Joint Issue Managers, Joint Bookrunners and Underwriters (as defined below), subject to any applicable law. See Plan of Distribution.

Credit Suisse (Singapore) Limited and DBS Bank Ltd. are the joint global coordinators, joint issue managers, joint bookrunners and underwriters for the Offering (the Joint Global Coordinators, Joint Issue Managers, Joint Bookrunners and Underwriters or the Joint Global Coordinators). Coperatieve Centrale Raiffeisen-Boerenleenbank B.A. (trading as Rabobank International), Singapore Branch is the co-lead manager (the Co-Lead Manager) for the Offering.

In connection with the Offering, we have granted Credit Suisse (Singapore) Limited as stabilizing manager (the Stabilizing Manager), on behalf of the Joint Global Coordinators, Joint Issue Managers, Joint Bookrunners and Underwriters, an over-allotment option (the Over-allotment Option) to purchase up to an aggregate of 37,200,000 Shares (the Additional Shares) (representing 15.0 per cent. of the total Offering Shares) at the Offering Price, exercisable in whole or in part by the Stabilizing Manager, on its own behalf and on behalf of the Joint Global Coordinators, Joint Issue Managers, Joint Bookrunners and Underwriters, on one or more occasions, from the commencement of the dealing of the Shares (the Listing Date) on the Singapore Exchange Securities Trading Limited (the SGX-ST) until the earlier of (i) the date falling 30 days from the Listing Date, and (ii) the date when the Stabilizing Manager or its appointed agent has bought on the SGX-ST an aggregate of 37,200,000 Shares, representing 15.0 per cent. of the total Offering Shares, to undertake stabilizing actions, solely to cover the over-allotment of the Offering Shares, if any.

Prior to the Offering, there has been no public market for our Shares. Application has been made to the SGX-ST for permission to list for quotation on the Main Board of the SGX-ST all our issued Shares, the Offering Shares, the Additional Shares and the Shares which may be issued upon the release of the share awards to be granted under the Japfa Performance Share Plan (the Plan Shares), and we have received a letter of eligibility from the SGX-ST for permission to list all our issued Shares, the Offering Shares, the Additional

Shares and the Plan Shares on the Main Board of the SGX-ST. Acceptance of applications for the Offering Shares will be conditional upon, among other things, permission being granted by the SGX-ST to deal in and for quotation of all our issued Shares, the Offering Shares, the Additional Shares and the Plan Shares on the Official List of the SGX-ST. Such permission will be granted when we have been admitted to the Official List of the SGX-ST. Monies paid in respect of any application accepted will be returned, at each investors own risk, without interest or any share of revenue or other benefit arising therefrom, and without any right or claim against us or the Joint Global Coordinators, Joint Issue Managers, Joint Bookrunners and Underwriters, if the Offering is not completed because this permission is not granted or for any other reason. The dealing in and quotation of our Shares will be in Singapore dollars.

The SGX-ST assumes no responsibility for the correctness of any statements or opinions made or reports contained in this Prospectus. Our eligibility to list and our admission to the Official List of the SGX-ST is not an indication of the merits of the Offering, our Company, our Group or our Shares (including the Offering Shares, the Additional Shares and the Plan Shares).

Investing in our Shares involves certain risks. See Risk Factors beginning on page 23.

OUR SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), AND THEY MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. ACCORDINGLY, OUR SHARES ARE BEING OFFERED AND SOLD OUTSIDE THE UNITED STATES IN OFFSHORE TRANSACTIONS IN RELIANCE ON REGULATION S UNDER THE SECURITIES ACT (REGULATION S) OR PURSUANT TO ANOTHER EXEMPTION FROM, OR IN TRANSACTIONS NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. OUR SHARES ARE NOT TRANSFERABLE EXCEPT IN ACCORDANCE WITH THE RESTRICTIONS DESCRIBED UNDER TRANSFER RESTRICTIONS.

A copy of this Prospectus was lodged on July 29, 2014 with and registered by the Monetary Authority of Singapore (the Authority) on August 7, 2014. The Authority assumes no responsibility for the contents of this Prospectus. Registration of this Prospectus by the Authority does not imply that the Securities and Futures Act, Chapter 289 of Singapore, or any other legal or regulatory requirements, have been complied with. The Authority has not, in any way, considered the merits of our Shares being offered for investment (or of the Additional Shares, where the Over-allotment Option is exercised).

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

Investors applying for Offering Shares by way of Application Forms or Electronic Applications in the Singapore Public Offer will pay the Offering Price on application, subject to the refund of the full amount or, as the case may be, the balance of the application monies in each case without interest or any share of revenue or other benefit arising therefrom and without any right or claim against us or the Joint Global Coordinators, Joint Issue Managers, Joint Bookrunners and Underwriters, where (i) an application is rejected or accepted in part only, or (ii) the Offering does not proceed for any reason.

PROSPECTUS DATED AUGUST 7, 2014(Registered by the Monetary Authority of Singapore on August 7, 2014)

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

Co-Lead ManagerJoint Global Coordinators, Joint Issue Managers, Joint Bookrunners and Underwriters

C O R P O R AT E P R O F I L E

We are a leading agri-food company that produces multiple protein foods, with operations in five high-growth emerging Asian markets. We have, over 40 years, developed core competencies across the agri-food value chain, including animal feed production, animal breeding, livestock fattening and consumer food.

We are a market leader across multiple classes of protein foods, with an emphasis on milk, poultry and beef, complemented by growing businesses in swine and aquaculture. In Indonesia, we are one of the two largest producers of poultry, and we have replicated our industrialized, vertically integrated business model for poultry production in Vietnam, India and Myanmar. In China, we successfully replicated our Indonesian dairy business and are, today, one of a small group of leading producers of premium milk that is of the highest quality available in the market and that commands premium prices in China.

Given the growing affluence of the populations in our target middle- and lower-income consumer groups, we expect protein food consumption in these markets to

rise. We intend to capitalize on this trend by increasing our production capabilities for premium milk and animal proteins across our markets.

We have an industrialized approach to farming and food production. This allows us to consistently produce high-quality proteins and to replicate our business model as we expand our existing protein operations in and across our existing markets.

In addition, the vertical integration of our animal protein business from animal feed production to breeding and commercial farming to slaughtering and food processing creates more opportunities to capture value at different points in the value chain. It also provides us with greater food security and traceability, which is important as we grow our downstream consumer food brands.

We leverage the high quality of our raw materials to produce premium and mass market consumer branded food products under leading brands such as So Good and Greenfields.

INDIAANIMAL PROTEIN POULTRY

MYANMARANIMAL PROTEIN3

POULTRY

VIETNAMANIMAL PROTEIN POULTRY SWINE

CONSUMER FOOD CHICKEN BEEF

INDONESIADAIRY1

DAIRY FARMING MILK PROCESSING BRANDED MILK DISTRIBUTION

POPULATION: 3 BILLIONEMERGING ASIAN MARKETS

OUR BUSINESS LOCATIONSCHINADAIRY1

DAIRY FARMING

ANIMAL PROTEIN BEEF

SINGAPORE CORPORATE HQ REGIONAL PROCUREMENT

CONSUMER FOOD CHICKEN BEEF SEAFOOD

ANIMAL PROTEIN2

POULTRY BEEF AQUACULTURE

This overview section is qualified in its entirety by, and should be read in conjunction with, the full text of this Prospectus. Meanings of capitalised terms may be found in the sections Certain Defined Terms and Conventions and Appendix M - Definitions and Abbreviations.

1 Dairy: 61.9% owned through AustAsia Investment Holdings Pte. Ltd.

2 Indonesia Animal Protein: 57.5% owned through PT Japfa Comfeed Indonesia Tbk

3 Myanmar Animal Protein: 85.0% owned

We have a vertically integrated business model that covers the entire value chain for many of our protein products, from feed production and breeding to commercial farming and processing. In addition, we are able to leverage our premium protein production operations through our high-growth downstream consumer food business.

OUR BUSINESS

OUR GREENFIELDS BRAND WAS THE MARKET LEADER FOR PREMIUM FRESH MILK IN INDONESIA IN 2013 WITH AN ESTIMATED MARKET SHARE OF 38.4%1 BY VALUE

ANIMAL FEED POULTRY BREEDING

DAIRY BREEDING SWINE BREEDING BEEF

MILKING

POULTRY

PROCESSED MEATS

DAIRY PRODUCTS

UPSTREAM:

ANIMAL FEED ANDBREEDING

MIDSTREAM:

MILKING AND FATTENING

DOWNSTREAM:

PROCESSING AND DISTRIBUTION

VERTICALLY INTEGRATED BUSINESS MODEL

1 According to Frost & Sullivans Industry Report set out in Appendix F Independent Market Research on Selected Food Markets in Indonesia, China, India, Vietnam, and Myanmar

CHINA INDONESIA

We are one of a small group of leading, industrialized producers of premium raw milk in Indonesia and China. Our raw milk is of the highest quality in terms of nutritional and safety standards, and rates at the top of the market in terms of price.

As of March 31, 2014, we had approximately 47,500 heads of cattle and 19,500 milking cows across our farms in Indonesia and China.

DAIRYO U R B U S I N E S S

Rotary Milking Parlour Parallel Milking Parlour

KEY FIGURESAs of or for the three months ended March 31, 2014

Approximately 5,700 heads of cattle

Approximately 2,900 milking cows

Produced over 6,600 tons of raw milk

Average milk yield per milking cow was 9.4 tons

1 According to Frost & Sullivans Industry Report set out in Appendix F Independent Market Research on Selected Food Markets in Indonesia, China, India, Vietnam, and Myanmar

Focus on producing premium raw milk that is sold to leading dairies in China, such as Yili, Mengniu, Bright Dairy and Nestle, at premium prices

Recently passed the audit process of Starbucks China to supply them with milk processed and packaged from raw milk produced at Farm 2 in China

Our raw milk consistently exceeds Chinese and international standards for nutrition and safety

Well positioned to benefit from substantial shortfall in the supply of premium milk and expected growth in dairy consumption in the Chinese market

Operate a five-farm hub of dairy farms in Shandong province, China with four of the farms in the operational stage. Construction of the fifth farm is expected to be completed by the end of 2014 with milk production in early 2015

Average selling price of our milk in 2013 was RMB 4.51 per kilogram, which was approximately 25% higher than the average price of milk from 10 major milk production regions in China1

KEY FIGURESAs of or for the three months ended March 31, 2014

Approximately 41,800 heads of cattle

Approximately 16,700 milking cows

Produced over 45,000 tons of raw milk

Average milk yield per milking cow was 12.4 tons

Average selling price of milk was RMB 5.25 per kg

Operate a vertically integrated dairy business, comprising one milk-producing dairy farm and one dairy processing plant, in Malang, East Java, Indonesia, at an altitude that is conducive to raising high-quality dairy cows

Use our raw milk in our downstream businesses to produce fresh milk, UHT milk and cheeses marketed under our Greenfields brand to consumers in Indonesia and other countries in Asia

Export a portion of our downstream dairy products to key strategic customers such as Starbucks and Cold Storage in markets such as Singapore, Hong Kong and the Philippines

Our Greenfields brand was the market leader for premium fresh milk in Indonesia in 2013 with an estimated market share of 38.4%1 by value

We produce multiple high-quality animal proteins (poultry, swine, beef and aquaculture) as well as premium specially-formulated animal feed.

We sold over 3.5 million tons of animal feed in 2013 in Indonesia, Vietnam and Myanmar, both for our own poultry, swine and aquaculture operations, as well as for sale to third parties. Our feed brands are among the most recognized in Indonesia.

We also breed high-performance day-old chicks (DOCs), swine and beef cattle based on an industrialized approach to ensure the consistency, quality and conversion ratio of our breeds. Our commercial farming operations involve feedlotting or growing out of our commercial broiler chicken, swine and cattle which are then typically sold to third parties.

POULTRY

One of the two largest poultry and poultry feed manufacturers in Indonesia, with over 40 years of experience in poultry production1, and produce approximately 1.5 million DOCs per day

Operate over 70 breeding farms and over 30 hatcheries to produce DOCs, primarily in Indonesia, as well as in Vietnam, Myanmar and India, and sold almost 600 million DOCs across our markets in 2013

25% market share in Indonesia in 2013 by production capacity of DOCs, and 22% by volume of animal feed (excluding aquafeed) sold which is 16.4 percentage points higher than the next producer1

Source most of our grand-parent stock for chicken from Aviagen, one of the worlds leading poultry genetics companies, and our industrialized approach results in premium quality DOCs and feed conversion ratios that are among the highest in the industry in Indonesia

ANIMAL PROTEINO U R B U S I N E S S

BEEF

One of the largest beef cattle feedlot operators in Indonesia

Breed, fatten and process beef cattle in Serang, West Java, Indonesia, where our four feedlots have a total production capacity of 165,000 heads of cattle per year

Beef business in Indonesia is fully integrated with our cattle breeding operations in Northern Territory, Australia which have a carrying capacity of 45,000 heads of cattle and a production capacity of approximately 12,000 heads of cattle per year that are sent to our feedlots in Indonesia for fattening and processing

Developing a 30,000 head feedlot in Shandong province, China

SWINE

Swine breeding and distribution operations in Vietnam, where we sold approximately 72,700 piglets in 2013

Entered into a joint venture in 2012 with Hypor, one of the worlds leading suppliers of swine genetics, which enables us to operate great-grand-parent farms

Produces swine feed, including piglet feed in all five feedmills in Vietnam with total production capacity of approximately 245,000 tons of feed per annum, as at December 31, 2013

AQUACULTURE

Aquaculture operations are managed by our subsidiary, which is a leading producer of aqua-feed in Indonesia with minor interest in fish and shrimp ponds

Operate five aqua-feed feedmills and intend to commence operations at one additional feedmill by the end of 2015, to meet the growing demand for our feed products

Produce small amounts of fish and shrimp in Indonesia

WE PRODUCE APPROXIMATELY 1.5 MILLON

DAY-OLD CHICKS PER DAY

1 According to Frost & Sullivans Industry Report set out in Appendix F Independent Market Research on Selected Food Markets in Indonesia, China, India, Vietnam, and Myanmar

We use the milk and animal protein products that we produce in-house as raw materials for our own downstream consumer food segment.

We can trace the quality of the ingredients in our food products through the production chain, which provides a high degree of confidence in the quality and reliability of our products.

We make ambient-temperature and chilled/frozen food products from chicken, beef and seafood for the Indonesia

CONSUMER FOODO U R B U S I N E S S

VIETNAM

1 meat processing plantproducing ambient temperature sausage productsCapacity of 6,652 tons per year

and Vietnam markets. Our So Good (for chicken nuggets, beef/chicken/fish/shrimp balls), So Good Sozzis (shelf stable sausages) and So Nice (shelf stable sausages) brands are leading brands in Indonesia for premium processed meats2. In Indonesia, our consumer food segment has the second-largest market share in frozen consumer food and the third-largest market share in ambient temperature food.

We also manufacture and market small-pack UHT liquid milk under the Real Good brand in Indonesia, as well as branded shelf-stable sausages under the So Yumm brand in Vietnam.

OUR PRODUCTS

Brand Industry Category Products

So Good and So Good Sozzis Branded Chilled/Frozen and Ambient Temperature

Chicken nuggets, beef/chicken/fish/shrimp balls, shelf stable sausages

So Nice Branded Chilled/Frozen and Ambient Temperature

Chicken nuggets, beef/chicken/fish/shrimp balls, shelf stable sausages

So Fresh Chilled Dressed and cut-up chicken, fresh beef/meat balls

SO GOOD BRAND WON THE TOP BRAND AWARD FROM 2008 TO 2013 AND SO NICE WON THE TOP BRAND

AWARD FROM 2010 TO 20131

INDONESIA

4 meat processing plantsCapacity of 6,462 tons per month

6 poultry slaughterhousesCapacity of 47.6 million birds per year

1 UHT milk processing plantCapacity of 3,500 tons per month

Distribution network5 regional sales branches, 32 regional sales depots and direct distribution coverage of over 50,000 regular customers

1 Awarded by Marketing magazine and Frontier research in Indonesia

2 According to Frost & Sullivans Industry Report set out in Appendix F Independent Market Research on Selected Food Markets in Indonesia, China, India, Vietnam, and Myanmar

O U R S T R E N G T H S

Industrialized approach to agri-food production and vertical integration

Large-scale standardized approach to our operations creates efficiencies and facilitates replication, use of superior breeds, and a sophisticated approach to animal husbandry, animal health and nutrition, including a strong focus on bio-security

Advantages of industrialized approach compared to traditional farming include economies of scale and cost savings, resources and technology to develop management and operation expertise, consistently high-quality animal protein products, and cost effective market expansion

Advantages of vertically-integrated business include opportunities to capture value and diversify our business, greater food security and traceability, and better ability to target our market entry point

Operations in five large, high-growth emerging Asian markets where protein consumption is low and expected to increase

Growing affluence of our target middle- and lower-income consumer groups who are focused on food quality and willing to pay higher prices for trusted brands

Positive correlation between a countrys economic development and the consumption of protein foods1

Chicken meat consumption in Indonesia is projected to increase by 14.9% per year over the next two years and dairy consumption in China is projected to increase by 5.7% per year from 2013 20181

Leading market positions across multiple protein segments

Focus on developing operational and technical expertise to create leading market positions, and replicate our successes in other markets and classes of proteins

Focus on protein segments where there are significant opportunities:

- Chicken is an affordable and halal source of protein for middle- and lower-income consumers in Asian emerging markets

- Demand for raw milk in China is outpacing

production, and structural supply shortage is expected to continue until 20181

- Swine is the largest protein segment in Asian emerging economies such as Vietnam

- Beef consumption increases with rising wealth, particularly in Indonesia and China

Established, leading premium dairy business in China and Indonesia, which is poised for substantial growth

Our success factors include the scale, design and location of our farms, and our advanced and industrialized farm management practices and high-yielding livestock

Our success is reflected by our milk quality, premium pricing, milk yields and strong customer relationships

Leading downstream consumer food brands, which we expect to be a key driver for future growth

Leveraged the high quality of the raw material we produce to establish leading and reputable downstream consumer food brands

Increased consumption of processed meat in Indonesia due to increasing income levels and changing lifestyles

Our experience in managing, marketing and distributing downstream brands in Indonesia will support our expansion into downstream dairy business in China

Built a strong reputation for quality and reliability

1 According to Frost & Sullivans Industry Report set out in Appendix F Independent Market Research on Selected Food Markets in Indonesia, China, India, Vietnam, and Myanmar

WE HAVE A VERTICALLY INTEGRATED

BUSINESS MODELCOVERING THE ENTIRE VALUE CHAIN

FOR MANY OF OUR PROTEIN PRODUCTS

Feedmill

F I N A N C I A L H I G H L I G H T S

O U R S T R AT E G Y

Expand our dairy business in China through the continued replication of our successful business model

Intend to build another five-farm hub with an aggregate holding capacity of 60,000 cattle in Inner Mongolia, which will replicate our current farm designs and operating systems

Intend to begin construction on the first farm of this new hub before the end of 2014 and to complete the second five-farm hub in 2018

Expect the second hub to increase our total herd size in China to approximately 120,000 heads of cattle by the end of 2018

Capitalise on the current supply deficit for premium milk in China and enlarge our footprint as a leading premium milk producer in Asia

Continue to grow and enhance the profitability of our core poultry business in Indonesia

A profitable, growing and cash-flow generative business segment which gives us a strong foundation

Plan to increase our feed capacity, our DOC production and the reach of our downstream consumer brands

Plan to build breeding farms and expand our production of DOCs from almost 600 million in 2013 by at least 30% in the next two years, as well as expand our feed capacity and production in tandem

Plan to increase the capacity of our existing slaughterhouses and build additional slaughterhouses

REVENUE (US$ in millions)

2011 2012 2013 2013 2014

FOR THE YEAR ENDED DECEMBER 31 FOR THE THREE MONTHS ENDED MARCH 31

2,029.82,321.8

2,697.3

675.8 690.1

PROFIT, NET OF TAX (US$ in millions) PROFIT MARGIN (%)

PROFIT, NET OF TAX AND PROFIT ATTRIBUTABLE TO JAPFA LTD.1

2011 2012 2013 2013 2014

FOR THE YEAR ENDED DECEMBER 31 FOR THE THREE MONTHS ENDED MARCH 31

79.5

44.553.3

41.8

17.8 13.6

110.4

81.4

25.4 22.0

TOTAL ASSETS (US$ in millions)

TOTAL EQUITY (US$ in milions)

TOTAL ASSETS AND TOTAL EQUITY

2011 2012 2013 2014

AS AT DECEMBER 31 AS AT MARCH 31

2011 2012 2013 2013 2014

FOR THE YEAR ENDED DECEMBER 31 FOR THE THREE MONTHS ENDED MARCH 31

175.1

241.2 258.6

73.150.5

EBITDA (US$ in millions)

EBITDA MARGIN (%)

EBITDA AND EBITDA MARGIN

1 Profit,NetofTaxisafteraccountingforUS$30.1millionofforeignexchangelossesin2013,arisingmainlyfromthedepreciationoftheIndonesianRupiahin2013.ProfitAttributabletoJapfaLtd.wassimilarlyaffected.

1,220.4

696.9 763.9599.9

496.2

1,701.2

1,963.62,108.5

9% 10% 10% 11% 7%

4% 2% 5% 2% 3% 2% 4% 3% 3% 2%

PROFIT MARGIN (%)PROFIT ATTRIBUTABLE TO JAPFA LTD. (US$ in millions)

I P O T I M E TA B L EAugust 8, 2014, 9.00 a.m. Opening date and time of the

Singapore Public OfferAugust 13, 2014, 12.00 p.m. Closing date and time of the

Singapore Public Offer August 15, 2014, 9.00 a.m. Commencement of trading on

the SGX-ST

Expand our animal protein business in our target markets

Intend to replicate our industrialized approach to farming to create a market-leading position for swine in Vietnam and to expand poultry operations in Myanmar

Intend to draw upon synergies with the expansion of our dairy business in China to grow our beef operations

Consider acquiring existing businesses across our various business lines and geographic markets, on a case-by-case basis

Further invest into our high-growth consumer food brands

Continue to invest over the medium- to long-term into our consumer food business, both for ambient temperature products and chilled or frozen products

Seek to expand the reputation and market reach of our consumer food brands, including Real Good for mass-market UHT milk and So Good, So Nice and Best Chicken for processed meats

Intend to increase our manufacturing and processing capacity in Indonesia and Vietnam, and to expand our distribution capabilities in Indonesia, Vietnam and Myanmar

TABLE OF CONTENTS

Page

NOTICE TO INVESTORS.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . iiCORPORATE INFORMATION .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . xSUMMARY .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1SUMMARY OF THE OFFERING .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13INDICATIVE TIMETABLE .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17SUMMARY COMBINED FINANCIAL INFORMATION AND OTHER INFORMATION.. . . . . . . . . . . . . . 19RISK FACTORS .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23USE OF PROCEEDS.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53DIVIDENDS.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55CAPITALIZATION AND INDEBTEDNESS .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56DILUTION.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57EXCHANGE RATES AND EXCHANGE CONTROLS.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58SELECTED COMBINED FINANCIAL INFORMATION AND OTHER INFORMATION .. . . . . . . . . . . . . 62MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS

OF OPERATIONS.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66CORPORATE STRUCTURE AND OWNERSHIP .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100BUSINESS.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 108MANAGEMENT AND CORPORATE GOVERNANCE .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 157MATERIAL INDEBTEDNESS.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 173JAPFA LTD. SHARE-BASED INCENTIVES .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 181SHARE CAPITAL AND SHAREHOLDERS .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 190INTERESTED PERSON TRANSACTIONS AND CONFLICTS OF INTERESTS .. . . . . . . . . . . . . . . . . . . 196TAXATION .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 209PLAN OF DISTRIBUTION .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 212TRANSFER RESTRICTIONS .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 230CLEARANCE AND SETTLEMENT .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 231LEGAL MATTERS .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 233INDEPENDENT AUDITORS .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 234EXPERTS.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 235GENERAL AND STATUTORY INFORMATION .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 236APPENDIX A INDEPENDENT AUDITORS REPORT ON THE COMBINED FINANCIAL

STATEMENTS FOR THE REPORTING YEARS ENDED DECEMBER 31, 2011, 2012 AND2013 OF JAPFA LTD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1

APPENDIX B INDEPENDENT AUDITORS REPORT ON THE UNAUDITED INTERIMCOMBINED FINANCIAL STATEMENTS FOR THE REPORTING PERIOD ENDEDMARCH 31, 2014 OF JAPFA LTD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-1

APPENDIX C REGULATION .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . C-1APPENDIX D OUR SUBSIDIARIES AND ASSOCIATED COMPANIES .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . D-1APPENDIX E DESCRIPTION OF OUR SHARES AND SUMMARY OF SELECTED ARTICLES

OF ASSOCIATION OF OUR COMPANY .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E-1APPENDIX F INDEPENDENT MARKET RESEARCH ON SELECTED FOOD MARKETS IN

INDONESIA, CHINA, INDIA, VIETNAM AND MYANMAR .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1APPENDIX G LIST OF PRESENT AND PAST PRINCIPAL DIRECTORSHIPS .. . . . . . . . . . . . . . . . . . . . G-1APPENDIX H RULES OF THE AUSTASIA SUBSIDIARIES EMPLOYEE SHARE OPTION

SCHEME .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . H-1APPENDIX I RULES OF THE JAPFA PERFORMANCE SHARE PLAN .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-1APPENDIX J MATERIAL PROPERTIES AND FIXED ASSETS .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . J-1APPENDIX K MATERIAL LICENSES AND PERMITS .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . K-1APPENDIX L MATERIAL INTELLECTUAL PROPERTY RIGHTS .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . L-1APPENDIX M DEFINITIONS AND ABBREVIATIONS .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . M-1APPENDIX N TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION FOR AND

ACCEPTANCE OF THE OFFERING SHARES IN SINGAPORE .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N-1

i

NOTICE TO INVESTORS

No person is authorized to give any information or to make any representation not containedin this Prospectus, and any information or representation not contained in this Prospectusmust not be relied upon as having been authorized by or on behalf of us, any of the JointGlobal Coordinators, Joint Issue Managers, Joint Bookrunners and Underwriters. Neither thedelivery of this Prospectus nor any offer, sale or transfer made hereunder shall under anycircumstances imply that the information herein is correct as of any date subsequent to thedate hereof or constitute a representation that there has been no change or developmentreasonably likely to involve a material adverse change in the affairs, conditions and prospectsof our Group since the date hereof. Where such changes occur and are material or requiredto be disclosed by law, the SGX-ST and/or any other regulatory or supervisory body oragency, we will make an announcement of the same to the SGX-ST and, if required, we willissue and lodge an amendment to this Prospectus or a supplementary document orreplacement document pursuant to Section 240 or, as the case may be, Section 241 of theSecurities and Futures Act, Chapter 289 of Singapore (the Securities and Futures Act)and take immediate steps to comply with these sections. Investors should take notice of suchannouncements and documents and upon release of such announcements or documentsshall be deemed to have notice of such changes. Unless required by applicable laws(including the Securities and Futures Act), no representation, warranty or covenant, expressor implied, is made by us, the Joint Global Coordinators, Joint Issue Managers, JointBookrunners and Underwriters or any of our or their respective affiliates, directors, officers,employees, agents, representatives or advisers as to the accuracy or completeness of theinformation contained herein, and nothing contained in this Prospectus is, or shall be reliedupon as, a promise, representation or covenant by us, the Joint Global Coordinators, JointIssue Managers, Joint Bookrunners and Underwriters or our or their respective affiliates,directors, officers, employees, agents, representatives or advisers. For the avoidance ofdoubt, Coperatieve Centrale Raiffeisen-Boerenleenbank B.A. (trading as RabobankInternational), Singapore Branch, acting in its capacity as Co-Lead Manager, is not an issuemanager or underwriter for the purposes of the Securities and Futures Act.

None of us or the Joint Global Coordinators, Joint Issue Managers, Joint Bookrunners andUnderwriters or any of our or their respective affiliates, directors, officers, employees, agents,representatives or advisers is making any representation or undertaking to any investor in ourShares regarding the legality of an investment by such investor under applicable investmentor similar laws. In addition, investors in our Shares should not construe the contents of thisProspectus or its appendices as legal, business, financial or tax advice. Investors should beaware that they may be required to bear the financial risks of an investment in our Shares foran indefinite period of time. Investors should consult their own professional advisers as to thelegal, tax, business, financial and related aspects of an investment in our Shares.

By applying for the Offering Shares on the terms and subject to the conditions in thisProspectus, each investor in the Offering Shares represents and warrants that, except asotherwise disclosed to the Joint Global Coordinators, Joint Issue Managers, JointBookrunners and Underwriters in writing or in respect of the Reserved Shares, he is not (i) aDirector or substantial shareholder of the Company, (ii) an associate of any of the personsmentioned in (i), or (iii) a connected client of any of the Joint Global Coordinators, Joint IssueManagers, Joint Bookrunners and Underwriters or lead broker or distributor of the OfferingShares.

We are subject to the provisions of the Securities and Futures Act and the Listing Manual ofthe SGX-ST (the Listing Manual) regarding the contents of this Prospectus. In particular, if,after this Prospectus is registered but before the close of the Offering, we become aware of:

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

ii

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

(c) a new circumstance that has arisen since this Prospectus was lodged with theAuthority which would have been required by Section 243 of the Securities andFutures Act to be included in this Prospectus if it had arisen before this Prospectuswas lodged,

that is materially adverse from the point of view of an investor, we may lodge a supplementaryor replacement document with the Authority pursuant to Section 241 of the Securities andFutures Act.

Where applications have been made under this Prospectus to subscribe for and/or purchasethe Offering Shares prior to the lodgment of the supplementary or replacement document andthe Offering Shares have not been issued and/or transferred to the applicants, we shall either:

(a) within seven days from the date of lodgment of the supplementary or replacementdocument, provide the applicants with a copy of the supplementary or replacementdocument, as the case may be, and provide the applicants with an option to withdrawtheir applications; or

(b) treat the applications as withdrawn and cancelled and return all monies paid, withoutinterest or any share of revenue or other benefit arising therefrom and at theapplicants own risk, in respect of any applications received, within seven days fromthe date of lodgment of the supplementary or replacement document, and theapplicants will not have any claim against us or the Joint Global Coordinators, JointIssue Managers, Joint Bookrunners and Underwriters.

Where applications have been made under this Prospectus to subscribe for and/or purchasethe Offering Shares prior to the lodgment of the supplementary or replacement document andthe Offering Shares have been issued and/or transferred to the applicants, we shall, subjectto compliance with Singapore law, either:

(a) within seven days from the date of lodgment of the supplementary or replacementdocument, provide the applicants with a copy of the supplementary or replacementdocument, as the case may be, and provide the applicants with an option to return, tous those Offering Shares that the applicants do not wish to retain title in; or

(b) treat the issue and/or sale of the Offering Shares as void and return all monies paid,without interest or any share of revenue or other benefit arising therefrom, in respect ofany applications received, within seven days from the date of lodgment of thesupplementary or replacement document, and the applicants will not have any claimagainst us or the Joint Global Coordinators, Joint Issue Managers, Joint Bookrunnersand Underwriters.

Any applicant who wishes to exercise his option to withdraw his application or return theOffering Shares issued and/or sold to him shall, within 14 days from the date of lodgment ofthe supplementary or replacement document, notify us whereupon we shall, within sevendays from the receipt of such notification, return the application monies without interest or anyshare of revenue or other benefit arising therefrom and at the applicants own risk.

Under the Securities and Futures Act, the Authority may in certain circumstances issue a stoporder (the Stop Order) to us, directing that no or no further Offering Shares be allotted,issued or sold. Such circumstances will include a situation where this Prospectus (i) containsa statement which, in the opinion of the Authority, is false or misleading, (ii) omits anyinformation that is required to be included in accordance with the Securities and Futures Actor (iii) does not, in the opinion of the Authority, comply with the requirements of the Securitiesand Futures Act.

iii

Where the Authority issues a Stop Order pursuant to Section 242 of the Securities andFutures Act and, subject to compliance with Singapore law:

(a) in the case where the Offering Shares have not been issued and/or transferred to theapplicants, the applications for the Offering Shares pursuant to the Offering shall bedeemed to have been withdrawn and cancelled and we shall, within 14 days from thedate of the Stop Order, pay to the applicants all monies the applicants have paid onaccount of their applications for the Offering Shares; or

(b) in the case where the Offering Shares have been issued and/or transferred to theapplicants, the issue and/or sale of the Offering Shares shall be deemed void and weshall, within 14 days from the date of the Stop Order, pay to the applicants all moniespaid by them for the Offering Shares.

Where monies paid in respect of applications received or accepted are to be returned to theapplicants, such monies will be returned at the applicants own risk, without interest or anyshare of revenue or other benefit arising therefrom, and the applicants will not have any claimagainst us or the Joint Global Coordinators, Joint Issue Managers, Joint Bookrunners andUnderwriters.

The distribution of this Prospectus and the offering, purchase, sale or transfer of our Shares incertain jurisdictions may be restricted by law. We and the Joint Global Coordinators, JointIssue Managers, Joint Bookrunners and Underwriters require persons into whose possessionthis Prospectus comes to inform themselves about and to observe any such restrictions attheir own expense and without liability to us or the Joint Global Coordinators, Joint IssueManagers, Joint Bookrunners and Underwriters. This Prospectus does not constitute an offerof, or an invitation to purchase, any of our Shares in any jurisdiction in which such offer orinvitation would be unlawful. Persons to whom a copy of this Prospectus has been issuedshall not circulate to any other person, reproduce or otherwise distribute this Prospectus orany information herein for any purpose whatsoever nor permit or cause the same to occur.We are entitled to withdraw the Offering at any time before closing, subject to compliance withcertain conditions set out in the Placement Agreement and the Offer Agreement (both asdefined in Plan of Distribution) relating to the Offering. We are making the Offering subject tothe terms described in this Prospectus, the Placement Agreement and the Offer Agreementrelating to the Offering Shares.

The Offering Shares have not been and will not be registered under the Securities Act and,subject to certain exceptions, may not be offered or sold within the United States. There willbe no public offering of the Offering Shares in the United States. The Offering Shares havenot been approved or disapproved by the United States Securities and ExchangeCommission (the SEC) or any state or foreign securities commission or regulatory authority.The foregoing authorities have not confirmed the accuracy or determined the adequacy of thisProspectus. Any representation to the contrary is a criminal offense in the United States.

The Offering Shares are subject to restrictions on transferability and resale and may not beoffered, transferred or resold in the United States (as defined in Regulation S), except aspermitted under the Securities Act and applicable state securities laws pursuant to registrationor an exemption from, or a transaction not subject to, registration under the Securities Act andin accordance with the restrictions under Transfer Restrictions. You should be aware thatyou may be required to bear the risks of an investment in our Shares for an indefinite periodof time. Because of these restrictions, purchasers of the Offering Shares are advised toconsult legal counsel prior to making any offer, resale, pledge or other transfer of the OfferingShares. See Transfer Restrictions for more information on these restrictions.

In connection with the Offering, we have granted the Stabilizing Manager an Over-allotmentOption to purchase up to an aggregate of 37,200,000 Additional Shares (representing 15.0per cent. of the total Offering Shares) at the Offering Price, exercisable in whole or in part bythe Stabilizing Manager, on its own behalf and on behalf of the Joint Global Coordinators,

iv

Joint Issue Managers, Joint Bookrunners and Underwriters, on one or more occasions, fromthe commencement of the Listing Date on the SGX-ST until the earlier of (i) the date falling30 days from the Listing Date, and (ii) the date when the Stabilizing Manager or its appointedagent has bought on the SGX-ST an aggregate of 37,200,000 Shares, representing 15.0 percent. of the total Offering Shares, to undertake stabilizing actions, solely to cover the over-allotment of the Offering Shares, if any.

In connection with the Offering, the Stabilizing Manager or its appointed agent may over-allotShares or effect transactions that stabilize or maintain the market price of our Shares at levelsthat might not otherwise prevail in the open market. These transactions may be effected onthe SGX-ST and in other jurisdictions where it is permissible to do so, in each case incompliance with all applicable laws and regulations, including the Securities and Futures Actand any regulations thereunder. However, we cannot assure you that the Stabilizing Manageror its appointed agent will undertake any stabilization action. These transactions maycommence on or after the commencement of trading of the Shares on the SGX-ST and, ifcommenced, may be discontinued at any time and may not be effected after the earlier of(i) the date falling 30 days from the Listing Date, and (ii) the date when the StabilizingManager or its appointed agent has bought on the SGX-ST an aggregate of 37,200,000Shares, representing 15.0 per cent. of the total Offering Shares, to undertake stabilizingactions, solely to cover the over-allotment of the Offering Shares, if any.

FORWARD-LOOKING STATEMENTS

Certain statements in this Prospectus constitute forward-looking statements. All statementsother than statements of historical fact included in this Prospectus, including those regardingour financial position and results, business strategies, plans and objectives of managementfor future operations (including development plans and dividends), are forward-lookingstatements. These forward-looking statements involve known and unknown risks,uncertainties and other factors that may cause our actual results, performance orachievements, or industry results, to be materially different from any future results,performance or achievements expressed or implied by the forward-looking statements. Theseforward-looking statements are based on numerous assumptions regarding our present andfuture business strategies and the environment in which we will operate in the future.

Forward-looking statements involve inherent risks and uncertainties. The forward-lookingstatements included in this Prospectus reflect our current views with respect to future eventsand are not a guarantee of future performance. A number of important factors could causeactual results or outcomes to differ materially from those expressed in any forward-lookingstatement. These include, but are not limited to:

outbreaks of livestock diseases;

operational breakdowns or stoppages at any of our farms or facilities;

fluctuations in currency exchange rates;

breakdowns in our supplies, particularly of genetics;

changes in the anticipated demand and selling prices for our products;

changes in political, economic and social conditions and the regulatory environment inthe countries in which we conduct business, particularly in Indonesia and China;

adverse general global, regional and local economic conditions;

our ability to be and remain competitive;

our financial condition, business strategy, budgets and projected financial and operatingdata;

v

defects in the title or leasehold rights over our land;

generation of future receivables;

environmental compliance and remediation; and

other matters not yet known to us.

Additional factors that could cause our actual results, performance or achievements to differmaterially include, but are not limited to, those discussed under Risk Factors, Dividends,Managements Discussion and Analysis of Financial Condition and Results of Operations,Business and Appendix FIndependent Market Research on Selected Food Markets inIndonesia, China, India, Vietnam and Myanmar. These forward-looking statements speakonly as of the date of this Prospectus. Although we believe that the expectations reflected inthe forward-looking statements are reasonable, we cannot guarantee future results, levels ofactivity, performance or achievements. We do not intend to update any of the forward-lookingstatements after the date of this Prospectus to conform those statements to actual results,subject to compliance with all applicable laws including the Securities and Futures Act and/orrules of the SGX-ST.

ENFORCEABILITY OF CIVIL LIABILITIES

We are a limited liability company incorporated in Singapore. Most of our directors andexecutive officers reside in Singapore. Substantially all of our assets are located in Indonesia,China and Vietnam and substantially all of the assets of our Indonesian-citizen directors andexecutive officers are located in Indonesia. As a result, it may be difficult for investors to effectservice of process upon us or such persons in relation to court proceedings outsideSingapore, Indonesia, China or Vietnam or to enforce against us any court judgmentsobtained in such court proceedings.

PRESENTATION OF FINANCIAL AND STATISTICAL INFORMATION

This Prospectus contains our audited combined financial statements as of and for the yearsended December 31, 2011, 2012 and 2013 and our unaudited interim combined financialstatements as of and for the three months ended March 31, 2013 and 2014. Our auditedcombined financial statements and unaudited interim combined financial statements havebeen prepared in accordance with Singapore Financial Reporting Standards (FRS). FRSdiffers in certain respects from generally accepted accounting principles in certain othercountries, including the United States.

Certain numerical figures set out in this Prospectus, including financial data presented inmillions or thousands and percentages, have been subjected to rounding adjustments, and,as a result, the totals of the data in this Prospectus may vary slightly from the actualarithmetic totals of such information. Percentages and amounts reflecting changes over timeperiods relating to financial and other data set forth in Managements Discussion andAnalysis of Financial Condition and Results of Operations have been calculated using thenumerical data in our combined financial statements or the tabular presentation of other data(subject to rounding) contained in this Prospectus, as applicable, and not using the numericaldata in the narrative description thereof.

NON-GAAP FINANCIAL MEASURES

We define EBITDA as profit before tax from continuing operations for the year/period beforeinterest, fair value changes in biological assets, foreign exchange adjustments, changes infair value of marketable securities, and depreciation and amortization (EBITDA). EBITDAand profit from continuing operations excluding increases in fair value of biological assets, netof tax presented in this Prospectus are supplemental measures of our performance andliquidity that are not required by or presented in accordance with FRS. EBITDA and profit

vi

from continuing operations excluding increases in fair value of biological assets, net of tax arenot measurements of financial performance or liquidity under FRS and should not beconsidered as alternatives to net income, operating income or any other performancemeasures derived in accordance with FRS or as an alternative to cash flow from operatingactivities as a measure of liquidity. In addition, EBITDA and profit from continuing operationsexcluding increases in fair value of biological assets, net of tax are not standardized terms,hence a direct comparison between companies using such terms may not be possible.

We believe that EBITDA facilitates comparisons of operating performance from period toperiod and company to company by eliminating potential differences caused by variations incapital structures (affecting interest expense and finance charges), tax positions (such as theimpact on periods or companies of changes in effective tax rates or net operating losses), theage and accumulated depreciation and amortization of assets (affecting relative depreciationand amortization of expense), variations in fair value of biological assets, and foreignexchange gains or losses. EBITDA has been presented because we believe that it isfrequently used by securities analysts, investors and other interested parties in evaluatingsimilar companies, many of whom present such non-GAAP financial measures whenreporting their results. Nevertheless, EBITDA has limitations as an analytical tool, and youshould not consider it in isolation from, or as a substitute for analysis of, our financialcondition or results of operations, as reported under FRS. Because of these limitations,EBITDA should not be considered as a measure of discretionary cash available to invest inthe growth of our business.

We believe that the inclusion of profit from continuing operations excluding increases in fairvalue of biological assets, net of tax as profit is useful to investors because it provides ameans of evaluating our Groups operating performance and results from period to period ona comparable basis not otherwise apparent when the impact of the changes in fair value ofbiological assets under FRS 41 is included. Profit from continuing operations excludingincreases in fair value of biological assets, net of tax is not a standard measure under FRSand has limitations as an analytical tool, and it should not be considered in isolation from, oras a substitute for analysis of, our financial condition or results of operations, as reportedunder FRS.

MARKET AND INDUSTRY INFORMATION

Market data used in this Prospectus under the captions Summary, Risk Factors,Managements Discussion and Analysis of Financial Condition and Results of Operations,and Business has been extracted from official and industry sources and other sources webelieve to be reliable. Sources of these data, statistics and information includeFrost & Sullivan (S) Pte Ltd (the Industry Consultant).

We commissioned the Industry Consultant to prepare the market assessment of the agri-foodindustry in Indonesia, China, India, Vietnam and Myanmar included in this Prospectus.

The Industry Consultant is an independent company that carries out business research for theagri-food industry from time to time. The Industry Consultant (and any of its directors, officers,employees or affiliates) may, to the extent permitted by law, own or have a position in thesecurities of (or options, warrants or rights with respect to, or interest in, the shares or othersecurities of) the Company.

The Industry Consultant is aware of, and has consented to, the inclusion of its name andreport in this Prospectus. The data, statistics and information under the captions Summary,Risk Factors, Managements Discussion and Analysis of Financial Condition and Results ofOperations, and Business have been accurately reproduced, and as far as we are awareand are able to ascertain from information published or provided by the Industry Consultant,no facts have been omitted that would render the reproduced information, data and statisticsinaccurate or misleading. Reports and industry publications generally state that the

vii

information that they contain has been obtained from sources believed to be reliable, but thatthe accuracy and completeness of that information is not guaranteed. Although we believe theinformation that the Industry Consultant supplied is reliable, we and the Joint GlobalCoordinators, Joint Issue Managers, Joint Bookrunners and Underwriters and our and theiraffiliates and advisors, have not independently verified, and make no representationregarding, the accuracy and completeness of this information. Similarly, internal surveys,industry forecasts and market research, which we believe to be reliable, have not beenindependently verified, and none of the Joint Global Coordinators, Joint Issue Managers, JointBookrunners and Underwriters or the Company makes any representation as to the accuracyor completeness of this information.

CERTAIN DEFINED TERMS AND CONVENTIONS

In this Prospectus, references to the Company are to Japfa Ltd. and, unless the contextotherwise requires, the terms we, us, our and this Group refer to Japfa Ltd. and itssubsidiaries taken as a whole. Words importing the singular shall, where applicable, includethe plural and vice versa, and words importing the masculine gender shall, where applicable,include the feminine and neuter genders. References to persons shall include corporations.

In this Prospectus, references to S$, Singapore dollars or Singapore cent are to thelawful currency of the Republic of Singapore, references to US$ or US dollar are to thelawful currency of the United States of America, references to Rupiah, IDR or Rp are tothe lawful currency of Indonesia, references to RMB are to the lawful currency of thePeoples Republic of China, references to Vietnam Dong or VND are to the lawfulcurrency of Vietnam, references to Rupees or INR are to the lawful currency of India,references to AUD are to the lawful currency of Australia, and references to Kyat orBurmese Kyat are to the lawful currency of Myanmar.

References to the Latest Practicable Date in this Prospectus are to July 15, 2014, which isthe latest practicable date prior to the lodgment of this Prospectus with the Authority.

Unless otherwise indicated, US dollar amounts in this Prospectus have been translated intoSingapore dollars based on the exchange rate of S$1.2437 : US$1.00, IDR amounts in thisProspectus have been translated into US dollar amounts based on the exchange rate ofUS$1.00 : IDR11,736.00, IDR amounts in this Prospectus have been translated intoSingapore dollars based on the exchange rate of S$1.00 : IDR9,447.33, and INR amounts inthis Prospectus have been translated into US dollar amounts based on the exchange rate ofUS$1.00 : INR60.135, each as quoted by Bloomberg L.P. on the Latest Practicable Date.Bloomberg L.P. has not provided its consent, for purposes of Section 249 of the Securitiesand Futures Act, to the inclusion of the exchange rates quoted above and in Exchange Ratesand Exchange Controls in this Prospectus and is thereby not liable for such informationunder Sections 253 and 254 of the Securities and Futures Act. While we and the Joint GlobalCoordinators, Joint Issue Managers, Joint Bookrunners and Underwriters have takenreasonable actions to ensure that the above exchange rates have been reproduced in theirproper form and context, neither we nor the Joint Global Coordinators, Joint Issue Managers,Joint Bookrunners and Underwriters nor any other party has conducted an independentreview of the information or verified the accuracy of the contents of the relevant information.These translations should not be construed as representations that US dollar amounts, IDR orINR amounts (as the case may be) have been, would have been or could be converted intoSingapore dollars or that Singapore dollar amounts have been, would have been or could beconverted into US dollars or IDR at those rates or any other rate or at all. See ExchangeRates and Exchange Controls for certain historical information on the exchange rate betweenUS dollars and Singapore dollars.

Any discrepancies in the tables included herein between the listed amounts and totals thereofare due to rounding.

viii

The information on our websites or any website directly or indirectly linked to such websites orthe websites of any of our related corporations or other entities in which we may have aninterest is not incorporated by reference into this Prospectus and should not be relied on.

References to our management and Directors are to the management and Directors of ourCompany; references to our Memorandum and Articles of Association are to theMemorandum of Association and Articles of Association of our Company; and references toour share capital in Share Capital and Shareholders and elsewhere are to the share capitalof our Company.

In addition, unless we indicate otherwise, all information in this Prospectus assumes that(i) the Stabilizing Manager has not exercised the Over-allotment Option and (ii) no OfferingShares have been re-allocated between the International Offer and the Singapore PublicOffer.

The terms Depositor, Depository Agent and Depository Register shall have themeanings ascribed to them respectively in Section 130A of the Companies Act, Chapter 50 ofSingapore (the Singapore Companies Act).

Any reference in this Prospectus and the Application Forms to Shares being allotted to anapplicant includes allotment to CDP for the account of that applicant.

Certain Indonesian, Chinese, Vietnamese, Indian and Myanmar names and characters, suchas those of entities, properties, cities, governmental and regulatory authorities, laws andregulations and notices, have been translated into English or from English names andcharacters, solely for your convenience, and such translations should not be construed asrepresentations that the English names actually represent Indonesian, Chinese, Vietnamese,Indian and Myanmar names and characters or (as the case may be) that the Indonesian,Chinese, Vietnamese, Indian and Myanmar names actually represent the English names andcharacters.

Any reference to dates or times of day in this Prospectus, including Appendix NTerms,Conditions and Procedures for Application for and Acceptance of the Offering Shares inSingapore, the Application Forms and, in relation to the Electronic Applications, theinstructions appearing on the screens of the ATMs or the relevant pages of the internetbanking websites of the relevant Participating Banks, are to Singapore dates and timesunless otherwise stated. Any reference in this Prospectus, Appendix NTerms, Conditionsand Procedures for Application for and Acceptance of the Offering Shares in Singapore, theApplication Forms and, in relation to the Electronic Applications, the instructions appearing onthe screens of the ATMs or the relevant pages of the internet banking websites of the relevantParticipating Banks, to any statute or enactment is to that statute or enactment as amendedor re-enacted. Any word defined in the Securities and Futures Act, the Singapore CompaniesAct, or any statutory modification thereof and used in this Prospectus and the ApplicationForms shall have the meaning ascribed to it under the Securities and Futures Act, theSingapore Companies Act or any statutory modification thereof, as the case may be, unlessotherwise indicated.

Unless otherwise defined, terms used in this Prospectus shall have the meanings set forth inAppendix MDefinitions and Abbreviations.

ix

CORPORATE INFORMATION

Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . Goh Geok Khim (Non-Executive Independent Chairman)Handojo Santosa @ Kang Kiem Han (Executive Deputy Chairman)Hendrick Kolonas (Non-Executive Director)Tan Yong Nang (Executive Director and Chief Executive Officer)Kevin Monteiro (Executive Director and Chief Financial Officer)Ng Quek Peng (Independent Director)Lien Siaou-Sze (Independent Director)Liu Chee Ming (Independent Director)

Joint Company Secretaries . . . . . . Christina Chua Sook Ping (LLB (Hons))Cheng Sai Hong (ACIS)

Company RegistrationNumber . . . . . . . . . . . . . . . . . . . . . . . . . . . . 200819599W

Registered Office and PrincipalPlace of Business. . . . . . . . . . . . . . . . . 391B Orchard Road #18-08

Ngee Ann City, Tower BSingapore 238874

Joint Global Coordinators, JointIssue Managers, JointBookrunners andUnderwriters . . . . . . . . . . . . . . . . . . . . . . Credit Suisse (Singapore) Limited

One Raffles Link #03-01South LobbySingapore 039393

DBS Bank Ltd.12 Marina BoulevardMarina Bay Financial Centre Tower 3Singapore 018982

Co-Lead Manager . . . . . . . . . . . . . . . . Coperatieve Centrale Raiffeisen-BoerenleenbankB.A. (trading as Rabobank International),Singapore Branch77 Robinson Road #08-00Singapore 068896

Stabilizing Manager . . . . . . . . . . . . . . Credit Suisse (Singapore) LimitedOne Raffles Link #03-01South LobbySingapore 039393

Legal Adviser to our Companyas to Singapore Law .. . . . . . . . . . . . Rajah & Tann LLP

9 Battery Road #25-01Straits Trading BuildingSingapore 049910

Legal Adviser to the Joint GlobalCoordinators, Joint IssueManagers, Joint Bookrunnersand Underwriters as toSingapore Law, U.S. FederalSecurities Law and New YorkLaw.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Clifford Chance Pte Ltd

12 Marina Boulevard, 25th FloorMarina Bay Financial Centre Tower 3Singapore 018982

x

Legal Adviser to our Companyas to Indonesian Law.. . . . . . . . . . . . Assegaf Hamzah & Partners

Menara Rajawali 16th FloorJl. DR. Ide Anak Agung Gde Agung Lot #5.1Jawasan Mega KuninganJakarta 12950Indonesia

Legal Adviser to our Companyas to PRC Law .. . . . . . . . . . . . . . . . . . . Global Law Office

15/F Tower 1 China Central PlaceNo. 81 Jianguo RoadChaoyang DistrictBeijingChina

Legal Adviser to our Companyas to Vietnamese Law.. . . . . . . . . . . Vietnam International Law Firm (VILAF), Hanoi Branch

Suite 603, HCO Building44B Ly Thuong Kiet StreetHanoiVietnam

Independent Auditors . . . . . . . . . . . . RSM Chio Lim LLP8 Wilkie Road #03-08Wilkie EdgeSingapore 228095Partner-in-charge: Peter Jacob(Chartered Accountant of Singapore)

Receiving Bank .. . . . . . . . . . . . . . . . . . DBS Bank Ltd.12 Marina BoulevardMarina Bay Financial Tower 3Singapore 018982

Principal Bankers . . . . . . . . . . . . . . . . . Credit Suisse AG, Singapore BranchOne Raffles Link #05-02South LobbySingapore 039393

DBS Bank Ltd.12 Marina BoulevardMarina Bay Financial Centre Tower 3Singapore 018982

Coperatieve Centrale Raiffeisen-BoerenleenbankB.A. (trading as Rabobank International),Singapore Branch77 Robinson Road #08-00Singapore 068896

PT Bank Central Asia TbkMenara BCAJl. MH Thamrin No. 1Jakarta 10310Indonesia

PT Bank Mandiri (Persero) TbkJl. Jenderal Gatot Subroto Kav. 36-38Jakarta 12190Indonesia

xi

PT Bank Rakyat Indonesia (Persero) TbkKantor PusatGedung BRI 1Jl. Jenderal Sudirman Kav.44-46Jakarta 10210Indonesia

Industry Consultant . . . . . . . . . . . . . . . Frost & Sullivan (S) Pte Ltd100 Beach Road #29-01/11Shaw TowerSingapore 189702

Share Registrar and ShareTransfer Agent . . . . . . . . . . . . . . . . . . . . Boardroom Corporate & Advisory Services Pte Ltd

50 Raffles Place#32-01 Singapore Land TowerSingapore 048623

xii

SUMMARY

This summary highlights information contained elsewhere in this Prospectus and may notcontain all of the information that may be important to you, or that you should consider beforedeciding to invest in the Offering Shares. You should read this entire Prospectus, including,among other sections, our financial statements and related notes and the section entitledRisk Factors, before making a decision to invest in the Offering Shares.

OVERVIEW

We are a leading agri-food company that produces multiple protein foods, with operations infive high-growth emerging Asian markets. We have, over 40 years, developed corecompetencies across the agri-food value chain, including animal feed production, animalbreeding, livestock fattening and consumer food.

We are a market leader across multiple classes of protein foods, with an emphasis on milk,poultry and beef, complemented by growing businesses in swine and aquaculture. InIndonesia, we are one of the two largest producers of poultry, with over 40 years ofexperience, and we currently produce approximately 1.5 million day-old chicks (DOCs) perday. We have replicated our industrialized, vertically integrated business model for poultryproduction in Vietnam, India and Myanmar. In China, we successfully replicated ourIndonesian dairy business and are, today, one of a small group of leading producers ofpremium milk that is of the highest quality available in the market and that commandspremium prices in China. Given the growing affluence of the populations in our target middle-and lower- income consumer groups, we expect protein food consumption in these markets torise. We intend to capitalize on this trend by increasing our production capabilities forpremium milk and animal proteins across our markets.

We have an industrialized approach to farming and food production. This allows us toconsistently produce high-quality proteins and to replicate our business model as we expandour existing protein operations in and across our existing markets. In addition, the verticalintegration of our animal protein business from animal feed production to breeding andcommercial farming to slaughtering and food processing creates more opportunities tocapture value at different points in the value chain. It also provides us with greater foodsecurity and traceability, which is important as we grow our downstream consumer foodbrands.

We leverage the high quality of our raw materials to produce premium and mass marketconsumer branded food products under leading brands such as So Good and Greenfields.

1

We have three operating segments: dairy, animal protein and consumer food. The followingtable shows our business activities within each segment, the geographic locations where weoperate and the percentage of Group revenue and profit after tax contributed by eachsegment for the year ended December 31, 2013.

Business Segment Business Activities Locations

Percentage ofRevenue

(2013)

Percentage ofProfit

After Tax(2013)

CAGR ofRevenue

(2011-2013)

Dairy

Dairyproducts

Dairy farming Milk processing Branded milk

distribution

China (raw milkproduction)

5% 32% 79%

Indonesia (dairyproduction anddistribution)

Southeast Asiaand Hong Kong(distribution)

Animal Protein

Poultry Swine Beef Aquaculture

Animal feed Breeding Commercial

farming

Indonesia(poultry, beef andaquaculture)

87% 67% 15%

Vietnam (poultryand swine)

Myanmar (poultry) India (poultry) China (beef)

Consumer Food

Chicken Beef Seafood UHT Milk

Ambient-temperature

Chilled/frozen

Indonesia Vietnam

8% 1% n.m.

The following map shows the countries in which we currently operate and our principalbusiness activities in each of these countries.

IndiaAnimal protein Poultry

hina

Dairy Dairy farming

Animal protein Beef

Animal protein Poultry Swine

Consumer Food Chicken Beef

ngapore

yanmar

Animal protein Poultry

In ones a

Corporate headquarters International

purchasing

Dairy Dairy farming Milk processing Branded milk

distribution

Animal protein Poultry Beef Aquaculture

Consumer Food Chicken Beef Seafood

hi

2

The table below shows the geographic breakdown of revenues for the year endedDecember 31, 2013:

Country Revenue

(US$ in millions)

Indonesia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,210.3Vietnam .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 289.0China . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93.7Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 104.3

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,697.3

In 2011, 2012 and 2013, our total revenues amounted to US$2,029.8 million,US$2,321.8 million and US$2,697.3 million, while our net profit after tax amounted toUS$79.5 million, US$110.4 million and US$81.4 million. Our EBITDA was US$175.1 million,US$241.1 million and US$258.6 million in 2011, 2012 and 2013, respectively, representing aCAGR for EBITDA of 21.6%. For the calculation of EBITDA, see Summary CombinedFinancial Information and Other Information.

Dairy

We produce premium raw milk in China and Indonesia that rates at the top of each market interms of both quality and price. In China, we focus on producing premium raw milk that wesell to leading dairies in China at premium prices. There is a substantial shortfall in the supplyof premium milk in China, as highlighted by several food safety scandals in recent years, andwe believe that we are well positioned to benefit from this shortfall and from the expectedgrowth in dairy consumption in that market. In Indonesia, we use all of our premium raw milkin our downstream consumer dairy businesses to produce premium dairy products, inparticular premium fresh milk, marketed under our Greenfields brand to consumers inIndonesia and other countries in Asia.

We operate a five-farm hub of dairy farms in China, with four of the farms in the operationalstage. We expect construction of the fifth farm to be completed by the end of 2014, with milkproduction commencing in early 2015. We build our dairy farms pursuant to an industrializedmodel of approximately 10,000 to 12,000 heads of cattle per farm. Each dairy farm isstandardized and replicable across locations and jurisdictions. In total, we investedapproximately US$300 million to build our first five-farm hub in Shandong. Our farms are partof a small number of very large-scale farms in the PRC. According to the Industry Consultant,as of 2013, large-scale farms (farms housing more than 1,000 heads of cattle) comprise15.1% of the cattle population in the PRC. We sell our premium raw milk to some of theleading dairy companies in China for their use in the production of premium fresh milk andother dairy products. Our farms in China are located in Shandong province, and as ofDecember 31, 2013 and March 31, 2014, we had approximately 40,700 and 41,800 heads ofdairy cattle in China, with approximately 14,500 and 16,700 milking cows, respectively. Weproduced over 130,000 tons of milk in China in 2013, and our average milk yield per milkingcow for 2013 was 11.5 tons per annum. Our premium raw milk in China is consistently at thetop of the market in terms of quality, consistently exceeding Chinese and internationalstandards for nutrition and safety. The quality of our raw milk is also reflected in its sellingprice. In 2013, the average selling price of our milk was RMB 4.51 per kilogram, which wasapproximately 25% higher than the average price of milk from ten major milk production

3

regions in China, according to the China Ministry of Agriculture1. In the first three months of2014, the average price of our milk reached RMB 5.25 per kilogram. See BusinessOurDairy SegmentIntroduction.

We intend to expand our China dairy business and grow the number of our dairy farms inChina, commencing with the construction of another five-farm hub in Inner Mongolia. Wehave entered into a framework agreement with the Chifeng City Government of InnerMongolia for the construction of this new five-farm hub, and we intend to begin constructionon the first additional farm before the end of 2014 and to complete the second five-farm hubin 2018, which would bring our total herd size in China to approximately 120,000 heads ofcattle. On July 12, 2014, we entered into conditional lease agreements with local townshipgovernments in Chifeng City for the construction of farms at two sites in Chifeng.

In Indonesia we operate a vertically integrated dairy business. We operate an industrializeddairy farm to produce premium raw milk that we use for the production of our owndownstream dairy products, including fresh milk, UHT milk and premium cheeses. We marketand sell our downstream products under our own brands directly to customers in the retailmarket, including to major food and beverage companies such as Starbucks. Our farm inIndonesia is located in Malang, East Java, at an altitude that is conducive to raising high-quality dairy cows, and as of December 31, 2013 and March 31, 2014, we had approximately5,800 and 5,700 heads of cattle in Indonesia with approximately 3,000 and 2,900 milkingcows. We produced over 26,000 tons of raw milk in Indonesia in 2013, and our average milkyield per milking cow for 2013 was 9.1 tons per annum. As in China, our raw milk in Indonesiais of premium quality, which is reflected in its nutritional and safety standards, as well as inthe premium quality of and premium pricing for our downstream dairy products and theleading market position of our Greenfields brand. We also export a portion of our downstreamdairy products to our key strategic customers, such as Starbucks and Cold Storage, in othermarkets in Asia, including Singapore, Hong Kong and the Philippines. The success of ourvertically integrated Indonesian dairy operations is driving our strategy to increase ourupstream production capacity, and we have purchased land for a second dairy farm in Blitar,East Java, which we expect to be fully operational by the end of 2016.

As of December 31, 2013 and March 31, 2014, we had a total of approximately 46,400 and47,500 heads of dairy cattle respectively, with approximately 17,500 and 19,500 milking cowsrespectively, across our farms in China and Indonesia, compared to approximately 18,300heads of cattle, with approximately 6,400 milking cows as of December 31, 2011.

See Our BusinessOur Dairy SegmentIntroduction.

Animal Protein

We produce multiple high-quality animal proteins (poultry, swine, beef and aquaculture), aswell as high-quality animal feed, across our target markets. Our animal protein operations arevertically integrated and cover the entire value chain of animal protein production, from animalfeed to breeding and commercial farming to slaughtering and processing livestock andsupplying the raw materials for our downstream consumer food segment (see BusinessOur Consumer Food Segment). We are one of the two largest poultry and poultry feed

1 Source: China Ministry of Agriculture. China Ministry of Agriculture has not provided its consent, for purposes ofSection 249 of the Securities and Futures Act, to the inclusion of the information extracted from its website, and istherefore not liable for such information under Sections 253 and 254 of the Securities and Futures Act. While we and theJoint Global Coordinators, Joint Issue Managers and Joint Bookrunners and Underwriters have taken reasonable actionsto ensure that the information from China Ministry of Agricultures website has been reproduced in its proper form andcontext, and that the information has been extracted accurately and fairly from such website, neither we nor the JointGlobal Coordinators, the Joint Issue Managers nor the Joint Bookrunners and Underwriters nor any other party hasconducted an independent review of the information contained in that website or verified the accuracy of the contents ofthe relevant information.

4

manufacturers in Indonesia, with over 40 years of experience in poultry production, and in2013 we had a domestic market share of 25% by production capacity of DOCs and 22% byvolume of animal feed (excluding aquafeed) sold. See Appendix FIndependent MarketResearch on Selected Food Markets in Indonesia, China, India, Vietnam and Myanmar. Wealso have poultry operations in Vietnam, Myanmar and India and beef operations in China. Inaddition, we produce other classes of proteins, namely swine (in Vietnam) and aquaculture (inIndonesia). We seek to replicate our successful industrialized operational model in Indonesiafor poultry and beef in and across our other markets and our other classes of proteins.

The following chart illustrates the fully integrated value chain for animal protein production.Our operations include each of the steps in this value chain for certain of our proteins, suchas poultry and swine, and most of the steps for our other proteins. See also BusinessOurAnimal Protein SegmentIntroduction for a more detailed description of these steps.

Breeding Farms Animal Feed

Commercial Farming: poultry: grow out cattle: feedlotting swine: fattening

Slaughterhouse

Consumer Food

In our poultry business, we operate over 70 breeding farms and over 30 hatcheries toproduce DOCs, primarily in Indonesia, as well as in Vietnam, Myanmar and India. In 2013, wesold almost 600 million DOCs across our markets. In 2013, we sold approximately 7% of ourDOCs produced in Indonesia internally to our own commercial farms for growing out, with theremainder sold to contract farms or third parties. We have over 10,000 commercial farms inour network, most of which are contract farms that are owned and operated by local farmerswho grow out the chicks on our behalf. We source most of our grandparent stock for chickenfrom Aviagen, one of the worlds leading poultry genetics companies, and our industrializedapproach results in premium quality DOCs and feed conversion ratios that are among thehighest in the industry in Indonesia.

In our beef business, we are one of the largest beef cattle feedlot operators in Indonesia andthe largest importer of live beef cattle into Indonesia. We breed, fatten and process beef cattleand have four feedlots in Indonesia with a total production capacity of 165,000 heads of cattleper year. We also have cattle breeding operations in Australia, where our stations can holdapproximately 45,000 heads of cattle at any one time. We import the cattle bred at ourstations in Australia to Indonesia for fattening and processing, and we ship approximately12,000 heads of cattle per year from our Australian operations to our feedlots in Indonesia.Our beef business is operated as a fully integrated business, whereby breeding, feed,fattening and slaughterhouse operations are carried out within our Group and are thereforeunder unified control and operation.

5

In addition, we have swine breeding and distribution operations in Vietnam, where we soldapproximately 72,700 piglets in 2013. In 2012, we entered into a joint venture with Hypor, oneof the worlds leading suppliers of swine genetics, which enables us to operate the entirechain of swine breeding farms, including nurseries and parent, grandparent and greatgrandparent farms. In addition, we also produce small amounts of fish and shrimp inIndonesia.

We produce premium-quality animal feed in Indonesia, Vietnam and Myanmar, both for ourown poultry, swine and aquaculture operations, as well as for sale to third parties. We soldover 3.5 million tons of animal feed in 2013 across our markets, including both internal andexternal sales. We formulate the feed to maximize its nutritional value depending on its enduse and brand it accordingly, and our feed brands are among the most recognized inIndonesia.

Consumer Food

We use the high-quality milk and animal protein products that we produce in-house as rawmaterials for our downstream consumer food segment. As a result, we are able to trace thequality of the ingredients in our consumer food products all the way through the productionchain, which provides us with a high degree of confidence in the quality and reliability of ourconsumer food products.

We make ambient-temperature and chilled/frozen meat products from chicken, beef andseafood for the Indonesian market. Our So Good and Sozzis brands are leading brands inIndonesia for premium processed meats, while our Real Good and So Nice brands focus onthe mass market convenience pack segment for UHT milk and meat, respectively. Due to thehigh value-add element of our consumer food products and the changing consumerpreferences in our markets, we believe that our consumer food segment has significantpotential for future growth.

OUR STRENGTHS

We believe that we have the following competitive strengths:

Our industrialized approach to agri-food production and our vertical integration driveour leadership positions and growth strategies.

Our agri-food production involves (i) large-scale standardization of our operations to createefficiencies and facilitate replication, (ii) use of superior breeds, and (iii) a sophisticatedapproach to animal husbandry, animal health and nutrition, including a strong focus on bio-security. This approach provides us with a number of key strategic and financial advantagescompared to traditional farming, including the following:

economies of scale and cost savings that allow us to produce quality products at lowercosts,