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This is a Preliminary Prospectus.

The information contained herein is not complete and is subject to further updates, changes, amendments and completion in the final Prospectus to be issued by the Company and registered by the Authority. In the event where the final Prospectus differs in a material aspect from this Preliminary Prospectus, we will take reasonable steps to notify you of how the final Prospectus differs from this Preliminary Prospectus. Under no circumstances shall this Preliminary Prospectus constitute an offer to sell or any solicitation of an offer to buy any securities, nor shall there be any sale of securities on the basis of this Preliminary Prospectus in any jurisdiction in which such offer, solicitation or sale would be unlawful, prior to registration, qualification or exemption under the securities laws of such jurisdiction. This Preliminary Prospectus has been lodged with the Authority who takes no responsibility for its contents. Certain information (including dates and times) and statements in this Preliminary Prospectus refer to events which have not occurred or been completed, and may or may not have completed or been completed by the time the final Prospectus is registered by the Authority, which may or may not occur. We may not sell the Invitation Shares until the final Prospectus is delivered in final form. A person to whom a copy of this Preliminary Prospectus is issued must not circulate this copy to any other person. By accepting this Preliminary Prospectus, you agree to be bound by the restrictions set out herein.

THIS IS A PRELIMINARY PROSPECTUS AND IS SUBJECT TO FURTHER AMENDMENTS AND COMPLETION IN THE FINAL PROSPECTUS TO BE ISSUED BY PACIFIC RADIANCE LTD. AND REGISTERED BY THE MONETARY AUTHORITY OF SINGAPORE (THE “ AUTHORITY ”). THIS PRELIMINARY PROSPECTUS DATED 28 OCTOBER 2013 IS LODGED WITH THE AUTHORITY ON 28 OCTOBER 2013. IMPORTANT NOTE Neither this Preliminary Prospectus nor any copy of it may be taken or transmitted into any country where the distribution or dissemination of this Preliminary Prospectus is prohibited. This Preliminary Prospectus is being furnished to you on a confidential basis and solely for your information, and may not be reproduced, disclosed, circulated or otherwise distributed to any other person. By accepting this Preliminary Prospectus, you agree to be bound by the limitations and restrictions described herein. This Preliminary Prospectus does not constitute an offer or invitation to subscribe for any securities and neither this Preliminary Prospectus nor anything contained herein shall form the basis of any contract or commitment whatsoever. No person shall be bound to enter into any contract or binding legal commitment and no monies or other form of consideration is to be accepted on the basis of this Preliminary Prospectus. No offer or invitation to subscribe for any Shares to which this Preliminary Prospectus relates shall be made or received on the basis of this Preliminary Prospectus. No agreement to subscribe for any Shares to which this Preliminary Prospectus relates shall be made on the basis of this Preliminary Prospectus. The information in this Preliminary Prospectus is subject to further verification of, and updating, revisions, amendments and completion in the final Prospectus. Any decision to subscribe for securities must be made solely on the basis of information contained in the final prospectus or other offering document which may be issued by Pacific Radiance Ltd., which information may be different from the information contained in this Preliminary Prospectus. This Preliminary Prospectus has been lodged with the Authority. The Authority assumes no responsibility for the contents of this Preliminary Prospectus. Lodgement of this Preliminary Prospectus with the Authority does not imply that the Securities and Futures Act (as defined herein), or any other legal or regulatory requirements, have been complied with. The Authority has not, in any way, considered the merits of the shares or units of shares, as the case may be, being offered, for investment. The Prospectus in its final form may be registered by the Authority between the 7th and 21 st day from the date of lodgement of this Preliminary Prospectus unless the Authority extends the period (the “ Exposure Period ”), and upon the provision of certain information by us to the Authority required under the Securities and Futures Act. The purpose of this Exposure Period is to enable the examination of this Preliminary Prospectus by market participants prior to raising of funds. The examination may result in identification of deficiencies in this Preliminary Prospectus and in these circumstances, this Preliminary Prospectus may be amended. Any reference in this document to the term “Prospectus” shall, unless the context otherwise requires, refer to “Preliminary Prospectus”. PROSPECTUS DATED [ ● ] 2013 (Registered by the Monetary Authority of Singapore on [ ● ] 2013) 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. We have applied 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 Pacific Radiance Ltd. (the “ Company ”) already issued, the new Shares (the “ New Shares ” or the “ Invitation Shares ”) which are the subject of this Invitation (as defined herein), the new Shares to be issued to United Overseas Bank Limited (the “ UOB Shares ”) pursuant to the UOB Loan Agreements (as defined herein), the Over-allotment Shares (as defined herein) which may be issued upon the exercise of the Over-allotment Option (as defined herein) and the Shares which may be issued or transferred upon the release of the share awards to be granted under the Pacific Radiance Performance Share Plan (the “ Performance Shares ”). Such permission will be granted when we have been admitted to the Official List of the Main Board of the SGX-ST. The dealing in and quotation of our Shares will be in Singapore dollars. Acceptance of applications will be conditional upon, inter alia , the issue of the New Shares (including any Over-allotment Shares (if the Over-allotment Option is exercised)) and upon permission being granted by the SGX-ST to deal in the listing of and for quotation of all our existing issued Shares, the New Shares (including any Over-allotment Shares (if the Over-allotment Option is exercised)), the UOB Shares and the Performance Shares. If permission is not granted for any reason, monies paid in respect of any application accepted will be returned to you at your own risk, without interest or any share of revenue or other benefit arising therefrom, and you will not have any claim against us, the Joint Issue Managers, the Joint Global Co-ordinators, the Joint Bookrunners and the Joint Underwriters. In connection with the Invitation, our Company has granted United Overseas Bank Limited as stabilising manager (the “ Stabilising Manager ”) the Over-allotment Option to subscribe for up to [ ● ] Over-allotment Shares (which represents approximately [ ● ]% of the Invitation Shares) at the Invitation Price (as defined herein) exercisable in whole or in part on one or more occasions prior to the expiry of (whichever is earlier): (i) the date falling 30 days from the Listing Date; or (ii) the date the Stabilising Manager or its appointed agent(s) purchased on the SGX-ST an aggregate of up to [ ● ] Shares representing up to approximately [ ● ]% of the Invitation Shares to undertake stabilising actions solely for the purpose of covering over-allotments (if any) of the Invitation Shares made in connection with the Invitation. The total number of issued Shares immediately after the completion of the Invitation (and prior to the exercise of the Over-allotment Option in full) will be [ ● ] Shares. If the Over-allotment Option is exercised in full, the total number of issued Shares will increase by [ ● ] Shares to [ ● ] Shares. We have received a letter of eligibility-to-list from the SGX-ST for our Shares, the New Shares (including any Over-allotment Shares (if the Over-allotment Option is exercised)), the UOB Shares and the Performance Shares. The SGX-ST assumes no responsibility for the correctness of any of the statements made, opinions expressed or reports contained in this Prospectus. Admission to the Official List of the Main Board of the SGX-ST is not to be taken as an indication of the merits of the Invitation, our Company, our Subsidiaries (as defined herein), our Shares, the New Shares (including any Over-allotment Shares (if the Over-allotment Option is exercised)), the UOB Shares and the Performance Shares. A copy of this Prospectus has been lodged with and registered by the Monetary Authority of Singapore (the “ Authority ”) on 28 October 2013 and [ ● ] respectively. The Authority assumes no responsibility for the contents of this Prospectus. Registration of this Prospectus by the Authority does not imply that the requirements of the Securities and Futures Act (as defined herein), or any other legal or regulatory requirements, have been complied with. The Authority has not, in any way, considered the merits of our Shares and the New Shares (including any Over-allotment Shares (if the Over-allotment Option is exercised)), as the case may be, being offered for investment. We have not lodged or registered this Prospectus in any other jurisdiction. The investment in our Shares involves risks which are described in the section entitled “Risk Factors” of this Prospectus. Potential investors in our Company are advised to read the section entitled “Risk Factors” of this Prospectus and the rest of this Prospectus carefully and to seek professional advice if in doubt. No Shares shall be allotted and/or allocated on the basis of this Prospectus later than six months after the date of registration of this Prospectus by the Authority.

PACIFIC RADIANCE LTD.
(Company Registration No.: 200609894C) (Incorporated in the Republic of Singapore on 6 July 2006)

Invitation in respect of [●] Invitation Shares (subject to the Over-allotment Option) comprising [●] New Shares as follows:− (a) [●] Offer Shares (as defined herein) at S$[●] each by way of public offer; and (b) [●] Placement Shares (as defined herein) at S$[●] each by way of placement, comprising:− (i) (ii) [●] Placement Shares; and [●] Reserved Shares (as defined herein) reserved for our Independent Directors (as defined herein), employees, business associates and those who have contributed to the success of our Group, payable in full on application. Joint Issue Managers and Joint Global Co-ordinators

Joint Bookrunners and Joint Underwriters

Applications should be received by [●] on [●], or such other date and time as our Company may, in consultation with the Joint Issue Managers and Joint Global Co-ordinators, decide, subject to any limitation under all applicable laws and regulations and the rules of SGX-ST.

TABLE OF CONTENTS
CORPORATE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . GLOSSARY OF TECHNICAL TERMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS . . . . . . . . . . . PROSPECTUS SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . OVERVIEW OF OUR GROUP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . OUR COMPETITIVE STRENGTHS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . OUR BUSINESS STRATEGIES AND FUTURE PLANS . . . . . . . . . . . . . . . . . . . . . . . . OUR CONTACT DETAILS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . THE INVITATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . LISTING ON THE SGX-ST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . INDICATIVE TIMETABLE FOR LISTING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . DETAILS OF THE INVITATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . INVITATION STATISTICS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SELLING RESTRICTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . CLEARANCE AND SETTLEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . USE OF PROCEEDS AND LISTING EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EXCHANGE RATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . DIVIDEND POLICY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . CAPITALISATION AND INDEBTEDNESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . DILUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SELECTED CONSOLIDATED FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME . . . . . . . . . . . . . . CONSOLIDATED BALANCE SHEETS OF OUR GROUP . . . . . . . . . . . . . . . . . . . . . . MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL POSITION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . OVERVIEW. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . REVIEW OF OPERATING RESULTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . REVIEW OF FINANCIAL POSITION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . LIQUIDITY AND CAPITAL RESOURCES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . NEGATIVE WORKING CAPITAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SEASONALITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 5 8 18 21 23 23 24 24 25 26 26 30 32 34 36 40 42 43 45 63 64 65 73 74 74 75 76 76 82 89 93 97 97

TABLE OF CONTENTS
INFLATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . CAPITAL EXPENDITURE AND DIVESTMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . FOREIGN EXCHANGE MANAGEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . COMMITMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . CONTINGENT LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SIGNIFICANT ACCOUNTING POLICY CHANGES . . . . . . . . . . . . . . . . . . . . . . . . . . . GENERAL INFORMATION ON OUR GROUP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SHARE CAPITAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . OUR CORPORATE STRUCTURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SHAREHOLDERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SIGNIFICANT CHANGES IN PERCENTAGE OF OWNERSHIP . . . . . . . . . . . . . . . . . MORATORIUM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SUBSIDIARIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ASSOCIATED COMPANIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . COMPETITIVE STRENGTHS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . OUR HISTORY AND DEVELOPMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . OUR BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . MARKETING AND BUSINESS DEVELOPMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . INTELLECTUAL PROPERTY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . INSURANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . INVENTORY MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . CREDIT MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . MAJOR SUPPLIERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . MAJOR CUSTOMERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . OUR OPERATING ASSETS AND UTILISATION RATES . . . . . . . . . . . . . . . . . . . . . . . QUALITY ASSURANCE AND SAFETY MANAGEMENT. . . . . . . . . . . . . . . . . . . . . . . . CORPORATE SOCIAL RESPONSIBILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . PROPERTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . GOVERNMENT REGULATIONS, PERMITS AND LICENCES . . . . . . . . . . . . . . . . . . . COMPETITION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . PROSPECTS, TRENDS AND ORDER BOOK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . PROSPECTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97 98 98 100 101 101 102 102 106 107 109 109 110 112 113 114 117 120 136 137 138 140 140 141 141 142 145 147 148 150 150 151 151

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TRENDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ORDER BOOK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . BUSINESS STRATEGIES AND FUTURE PLANS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EXCHANGE CONTROLS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . DIRECTORS, MANAGEMENT AND STAFF . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . MANAGEMENT REPORTING STRUCTURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EXECUTIVE OFFICERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . REMUNERATION OF DIRECTORS AND EXECUTIVE OFFICERS . . . . . . . . . . . . . . . EMPLOYEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . RELATED EMPLOYEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SERVICE AGREEMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . INTERESTED PERSON TRANSACTIONS AND POTENTIAL CONFLICTS OF INTEREST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . INTERESTED PERSON TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . PAST INTERESTED PERSON TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . PRESENT AND ONGOING INTERESTED PERSON TRANSACTIONS . . . . . . . . . . . . REVIEW PROCEDURES FOR INTERESTED PERSON TRANSACTIONS . . . . . . . . . POTENTIAL CONFLICTS OF INTEREST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . CORPORATE GOVERNANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . NOMINATING COMMITTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . REMUNERATION COMMITTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . AUDIT COMMITTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . BOARD PRACTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . PACIFIC RADIANCE PERFORMANCE SHARE PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . GENERAL AND STATUTORY INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SHARE CAPITAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ARTICLES OF ASSOCIATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . MATERIAL CONTRACTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . FINANCIAL CONDITION AND OPERATIONS OF OUR GROUP . . . . . . . . . . . . . . . . . INFORMATION ON DIRECTORS, EXECUTIVE OFFICERS AND CONTROLLING SHAREHOLDERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . LITIGATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 152 152 153 160 163 163 163 172 175 176 177 177 180 180 180 182 182 184 188 188 189 190 192 193 206 206 213 213 214 214 216 216

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TABLE OF CONTENTS
MANAGEMENT AGREEMENT AND UNDERWRITING AND PLACEMENT AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . INTERESTS OF EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . CONSENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . RESPONSIBILITY STATEMENT BY OUR DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . DOCUMENTS FOR INSPECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . APPENDIX A APPENDIX B APPENDIX C : : : AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2010, 2011 AND 2012 . . UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2013 . . . . . . . . . . . . . . . . UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION OF PACIFIC RADIANCE LTD. AND ITS SUBSIDIARIES FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2012 AND THE SIX MONTHS ENDED 30 JUNE 2013 . SUMMARY OF MEMORANDUM AND ARTICLES OF ASSOCIATION OF OUR COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . DESCRIPTION OF OUR SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SUMMARY OF THE RELEVANT LAWS AND REGULATIONS . . . . . RULES OF THE PACIFIC RADIANCE PERFORMANCE SHARE PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

217 218 219 219 219 A-1 B-1

C-1 D-1 E-1 F-1 G-1 H-1 I-1

APPENDIX D APPENDIX E APPENDIX F APPENDIX G APPENDIX H APPENDIX I

: : : : : :

4

CORPORATE INFORMATION
BOARD OF DIRECTORS : Mr Pang Yoke Min, Executive Chairman Mr Mok Weng Vai, Executive Director Mr Pang Wei Meng, Executive Director Mr Lau Boon Hwee, Executive Director Mr Yong Yin Min, Non-Executive Director Mr Ng Tiong Gee, Lead Independent Director Ms Ooi Chee Kar, Independent Director Mr Goh Chong Theng, Independent Director Mr Wong Meng Hoe, Independent Director Mr Choo Boon Tiong, Independent Director Ms Lin Moi Heyang, ACIS Ms Low Mei Wan, ACIS 15 Pandan Road Singapore 609263 United Overseas Bank Limited 80 Raffles Place UOB Plaza Singapore 048624 UOB Kay Hian Private Limited 8 Anthony Road #01-01 Singapore 229957 JOINT BOOKRUNNERS AND JOINT UNDERWRITERS : United Overseas Bank Limited 80 Raffles Place UOB Plaza Singapore 048624 UOB Kay Hian Private Limited 8 Anthony Road #01-01 Singapore 229957 DBS Bank Ltd. 12 Marina Boulevard, Level 46 DBS Asia Central @ MBFC Tower 3 Singapore 018982 Oversea-Chinese Banking Corporation Limited 65 Chulia Street #09-00 OCBC Centre Singapore 049513 AUDITORS AND REPORTING AUDITORS : Ernst & Young LLP One Raffles Quay North Tower, Level 18 Singapore 048583 Partner-in-Charge: Mr Max Loh Khum Whai (Chartered Accountant, a member of the Institute of Singapore Chartered Accountants) 5

JOINT COMPANY SECRETARIES

:

REGISTERED OFFICE

:

JOINT ISSUE MANAGERS AND JOINT GLOBAL CO-ORDINATORS

:

CORPORATE INFORMATION
SOLICITORS TO THE INVITATION AND LEGAL ADVISERS TO OUR COMPANY ON SINGAPORE LAW : TSMP Law Corporation 6 Battery Road #41-00 Singapore 049909 Rodyk & Davidson LLP 80 Raffles Place #33-00 UOB Plaza 1 Singapore 048624

SOLICITORS TO THE JOINT ISSUE MANAGERS, JOINT GLOBAL CO-ORDINATORS, JOINT BOOKRUNNERS AND JOINT UNDERWRITERS ON SINGAPORE LAW LEGAL ADVISERS TO OUR COMPANY ON THE LAWS OF AUSTRALIA

:

:

DLA Piper Australia 201 Elizabeth Street Sydney NSW 2000 Australia Kincaid Medes Vianna Advogados Avenida Rio Branco, 25 – 1˚, 2˚ e 15˚ andares – Centro CEP: 20090-003 Rio de Janeiro – RJ, Brasil Maples and Calder (Singapore) LLP 50 Raffles Place 37th Floor, Singapore Land Tower Singapore 048623 Howse William Bowers 27/F Alexandra House 18 Chater Road, Central Hong Kong, SAR Hanafiah Ponggawa & Partners Wisma 46 – Kota BNI 41st Floor Jalan Jenderal Sudirman Kav. 1 Jakarta 10220 Indonesia Naqiz & Partners No. 42A Lorong Dungun Damansara Heights 50490, Kuala Lumpur Wilayah Persekutuan 50490 Malaysia Bhikha & Popat – Advogados, LDA. Cart. Prof. 281 Av. 25 de Setembro, Número 1383 6o Andar, Porta 612Maputo, Moçambique

LEGAL ADVISERS TO OUR COMPANY ON THE LAWS OF BRAZIL

:

LEGAL ADVISERS TO OUR COMPANY ON THE LAWS OF THE BRITISH VIRGIN ISLANDS

:

LEGAL ADVISERS TO OUR COMPANY ON THE LAWS OF HONG KONG

:

LEGAL ADVISERS TO OUR COMPANY ON THE LAWS OF INDONESIA

:

LEGAL ADVISERS TO OUR COMPANY ON THE LAWS OF MALAYSIA

:

LEGAL ADVISERS TO OUR COMPANY ON THE LAWS OF MOZAMBIQUE

:

6

CORPORATE INFORMATION
LEGAL ADVISERS TO OUR COMPANY ON THE LAWS OF THE NETHERLANDS : Allen & Overy LLP Apollolaan 15, 1077 AB Amsterdam The Netherlands Pacific Legal Group Ground Floor, Investwell Building Allotment 30, Section 38, New Hohola Commercial Estate, Gordons, P.O. Box 904 Port Moresby, National Capital District Papua New Guinea : Tricor Barbinder Share Registration Services 80 Robinson Road #02-00 Singapore 068898 United Overseas Bank Limited 80 Raffles Place UOB Plaza Singapore 048624 DBS Bank Ltd. 12 Marina Boulevard, Level 46 DBS Asia Central @ MBFC Tower 3 Singapore 018982 Oversea-Chinese Banking Corporation Limited 65 Chulia Street #09-00 OCBC Centre Singapore 049513 Credit Suisse AG One Raffles Quay Singapore 048583 Standard Chartered Bank 8 Marina Boulevard Marina Bay Financial Centre Tower 1 Singapore 018981 RECEIVING BANK : United Overseas Bank Limited 80 Raffles Place UOB Plaza Singapore 048624

LEGAL ADVISERS TO OUR COMPANY ON THE LAWS OF PAPUA NEW GUINEA

SHARE REGISTRAR AND SHARE TRANSFER OFFICE

PRINCIPAL BANKERS

:

7

DEFINITIONS
In this Prospectus and the accompanying Application Forms and, in relation to Electronic Applications, the instructions appearing on the screens of the ATMs of Participating Banks or the mobile banking interfaces of DBS Bank and the internet banking websites of the relevant Participating Banks, unless the context otherwise requires, the following definitions apply throughout where the context so admits:− Entities within our Group “Alam Radiance (L)” “Alam Radiance (M)” “Alstonia Offshore” “CA Offshore” “Company” “Consolidated Pipe Carriers” “Consolidated Pipe Carriers (Australia)” “CPC PNG” “CPC Solutions” “Crest Logistics” “Crest Offshore Marine” “Crest Shipyard” “Crest Subsea International” “CrestSA Marine & Offshore” “CSI Offshore” “Envestra Investments” “Fleetwinch Control” “Group” : : : : : : : Alam Radiance (L) Inc Alam Radiance (M) Sdn Bhd Alstonia Offshore Pte. Ltd. CA Offshore Investment Inc. Pacific Radiance Ltd. Consolidated Pipe Carriers Pte. Ltd. Consolidated Pipe Carriers (Australia) Pty. Ltd.

: : : : : : : : : : :

CPC PNG Limited CPC Solutions Pte. Ltd. Crest Logistics Pte. Ltd. Crest Offshore Marine Pte. Ltd. Crest Shipyard Pte. Ltd. Crest Subsea International Pte. Ltd. CrestSA Marine & Offshore Pte. Ltd. CSI Offshore Pte. Ltd. Envestra Investments Limited Fleetwinch Control Pte. Ltd. Our Company, our Subsidiaries and our Associated Companies Hudson Marine Pte. Ltd.

“Hudson”

:

8

DEFINITIONS
“Offshore Subsea” “Pacific Crest” “Pacific Crest (Labuan)” “Pacific Offshore” “Pacific Radiance (East Africa)” “Prime Offshore” “PT Jawa” “PT Logindo” “PT Marine Engineering” “PT Subsea” “Radiance Catico” “Radiance Offshore Alagoas” “Radiance Offshore Australia” “Radiance Offshore B.V.” “Strato Maritime Services” “Supreme Radiance” “Titan Offshore” : : : : : : : : : : : : : : : : : Offshore Subsea Services (Asia Pacific) Pte. Ltd. Pacific Crest Pte. Ltd. Pacific Crest (Labuan) Ltd. Pacific Offshore Pte. Ltd. Pacific Radiance (East Africa), LDA Prime Offshore International Pte. Ltd. PT Jawa Tirtamarin PT Logindo Samudramakmur Tbk PT Marine Engineering Services PT Subsea Offshore Radiance Catico Offshore Pte. Ltd. Radiance Offshore Navegacao (Alagoas) Ltda Radiance Offshore Australia Pty Ltd Radiance Offshore B.V. Strato Maritime Services Pte. Ltd. Supreme Radiance Pte. Ltd. Titan Offshore Equipment Pte. Ltd.

Other Companies and Organisations “Authority” “CDP” “CPF” “IDX” “Joint Bookrunners” or “Joint Underwriters” : : : : : The Monetary Authority of Singapore The Central Depository (Pte) Limited The Central Provident Fund The Indonesian Stock Exchange UOB, UOBKH, DBS and OCBC

9

DEFINITIONS
“Joint Issue Managers” or “Joint Global Co-ordinators” “Participating Banks” : UOB and UOBKH

:

UOB, DBS and OCBC, and “Participating Bank” means any of the abovementioned entities Singapore Exchange Securities Trading Limited

“SGX-ST” General “Application Forms”

:

:

The official printed application forms to be used for the purpose of the Invitation which form part of this Prospectus The list of applications to subscribe for the Invitation Shares The articles of association of our Company

“Application List”

:

“Articles” or “Articles of Association” “ASEAN” “ATM” “Audit Committee”

:

: : :

Association of Southeast Asian Nations Automated teller machine The audit committee of our Company as at the date of this Prospectus, unless otherwise stated The board of Directors of our Company as at the date of this Prospectus, unless otherwise stated The British Virgin Islands The Companies Act, Chapter 50, of Singapore, as amended, supplemented or modified from time to time DBS Bank Ltd. The directors of our Company as at the date of this Prospectus, unless otherwise stated Includes a corporation, an unincorporated association, a partnership and the government of any state, but does not include a trust

“Board” or “Board of Directors”

:

“BVI” “Companies Act”

: :

“DBS” “Directors”

: :

“entity”

:

10

DEFINITIONS
“Entity at Risk” : The issuer, a subsidiary of the issuer that is not listed on the SGX-ST or an approved exchange or an Associated Company of the issuer that is not listed on the SGX-ST or an approved exchange, provided that the listed group, or the listed group and its Interested Person(s), has control over the Associated Company Applications for the Offer Shares made through an ATM or the internet banking website of one of the Participating Banks or the mobile banking interface of DBS Bank, subject to and on the terms and conditions of this Prospectus Earnings per share The executive chairman of our Company as at the date of this Prospectus, unless otherwise stated The executive directors of our Company as at the date of this Prospectus, unless otherwise stated The executive officers of our Group as at the date of this Prospectus, unless otherwise stated Financial period ended 30 June Financial year ended or, as the case may be, ending 31 December Goods and Services Tax The independent directors of our Company as at the date of this Prospectus, unless otherwise stated The invitation by our Company to the public in Singapore to subscribe for the Invitation Shares at the Invitation Price, subject to and on the terms and conditions of this Prospectus S$[ ● ] for each Invitation Share The [ ● ] New Shares, which are the subject of the Invitation International oil companies

“Electronic Applications”

:

“EPS” “Executive Chairman”

: :

“Executive Directors”

:

“Executive Officers”

:

“HY” “FY”

: :

“GST” “Independent Directors”

: :

“Invitation”

:

“Invitation Price” “Invitation Shares”

: :

“IOCs”

:

11

DEFINITIONS
“key executive” : (a) in relation to an entity, means an individual who is employed:− (i) makes or participates in making decisions that affect the whole or a substantial part of the business of the entity; or has the capacity to make decisions which affect significantly the entity’s financial standing; and

(ii)

(b)

in relation to a group, means an individual who is employed in an executive capacity by an entity in the group and who:− (i) makes or participates in making decisions that affect the whole or a substantial part of the business of the group; or has the capacity to make decisions which affect significantly the group’s financial standing

(ii)

“Latest Practicable Date”

:

18 October 2013, being the Latest Practicable Date prior to the date of lodgement of this Prospectus with the Authority The date on which our Shares are admitted to the Official List of the Main Board of the SGX-ST The listing manual of the SGX-ST, as amended, supplemented, or modified from time to time The listing of PT Logindo on the IDX The management agreement dated [ ● ] 2013 entered into between our Company and the Joint Issue Managers International Convention for the Prevention of Pollution from Ships 1973 A day on which the SGX-ST is open for trading in securities Memorandum of Association of our Company, as amended, supplement or modified from time to time The Merchant Shipping Act, Chapter 179 of Singapore, as amended, supplemented or modified from time to time 12

“Listing Date”

:

“Listing Manual”

:

“Logindo IPO” “Management Agreement”

: :

“MARPOL”

:

“Market Day”

:

“Memorandum” or “Memorandum of Association” “Merchant Shipping Act” or “MSA”

:

:

DEFINITIONS
“MPA” “NAV” “New Shares” : : : Maritime and Port Authority of Singapore Net asset value The new Shares which are the subject of the Invitation (and in the event the Over-allotment Option is exercised, shall include the Over-allotment Shares, where applicable and where the context so requires) upon the terms and subject to the conditions set out in this Prospectus National oil companies The nominating committee of our Company as at the date of this Prospectus, unless otherwise stated The non-executive directors of our Company as at the date of the Prospectus, unless otherwise stated Net tangible assets Oversea-Chinese Banking Corporation Limited The invitation by our Company to the public in Singapore for the subscription of the Offer Shares at the Invitation Price, subject to and on the terms and conditions of this Prospectus [ ● ] of the Invitation Shares which are the subject of the Offer The over-allotment option granted by our Company to the Stabilising Manager, exercisable in whole or in part on one or more occasions prior to the expiry of (whichever is the earlier): (i) the date falling 30 days from the Listing Date; or (ii) the date the Stabilising Manager or its appointed agent(s) have purchased on the SGX-ST an aggregate of up to [ ● ] Shares representing up to [ ● ]% of the Invitation Shares to undertake stabilising actions solely for the purpose of covering over-allotments (if any) of the Invitation Shares made in connection with the Invitation. Unless we indicate otherwise, all information in this Prospectus assumes that the Over-allotment Option is not exercised An aggregate of up to [ ● ] New Shares to be issued in the event of the exercise of the Over-allotment Option

“NOCs” “Nominating Committee”

: :

“Non-executive Directors”

:

“NTA” “OCBC” “Offer”

: : :

“Offer Shares”

:

“Over-allotment Option”

:

“Over-allotment Shares”

:

13

DEFINITIONS
“Performance Share Plan” : The Pacific Radiance Performance Share Plan, as may be amended or modified from time to time, details of which are set out in the section entitled “The Pacific Radiance Performance Share Plan” and Appendix I of this Prospectus entitled “Rules of the Pacific Radiance Performance Share Plan” The Shares which may be issued or transferred upon the release of the share awards pursuant to the Pacific Radiance Performance Share Plan Profit before taxation Price earnings ratio The period which comprises FY2010, FY2011, FY2012 and HY2013 The placement of the Placement Shares at the Invitation Price by the Joint Bookrunners and the Joint Underwriters on behalf of our Company, for subscription at the Invitation Price, subject to and on the terms and conditions of this Prospectus The [ ● ] Invitation Shares (including the [ ● ] Reserved Shares) which are the subject of the Placement Prevention of Pollution at Sea Act, Chapter 243 of Singapore, as amended, supplemented or modified from time to time The People’s Republic of China This Prospectus dated [ ● ] issued by our Company in respect of the Invitation The remuneration committee of our Company as at the date of this Prospectus, unless otherwise stated The [ ● ] Placement Shares reserved for subscription by our Independent Directors, our employees, business associates and those who have contributed to the success of our Group The securities account maintained by a depositor with CDP and does not include a securities sub-account

“Performance Shares”

:

“PBT” “PER” “Period Under Review”

: : :

“Placement”

:

“Placement Shares”

:

“PPSA”

:

“PRC” “Prospectus”

: :

“Remuneration Committee”

:

“Reserved Shares”

:

“Securities Account”

:

14

DEFINITIONS
“Securities and Futures Act” : Securities and Futures Act, Chapter 289 of Singapore, as amended, supplemented or modified from time to time The service agreements entered into between our Company and our Executive Directors, Mr Pang Yoke Min, Mr Mok Weng Vai, Mr Pang Wei Meng and Mr Lau Boon Hwee, as described in the section entitled “Directors, Management and Staff – Service Agreements” of this Prospectus Securities and Futures (Offer of Investments) (Shares and Debentures) Regulations 2005, as amended, supplemented or modified from time to time Singapore Financial Reporting Standards The corporate announcement system maintained by the SGX-ST for the submission of announcements by listed companies The ordinary shares in the capital of our Company Registered holders of Shares, 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 The share lending agreement dated [ ● ] 2013 entered into between YM InvestCo Pte. Ltd. and the Stabilising Manager The sub-division of each Share into 11 Shares, resulting in our Company’s pre-Invitation share capital of 552,579,940 Shares 1960 International Convention for the Safety of Life at Sea UOB The underwriting and placement agreement dated [ ● ] 2013 entered into between our Company and the Joint Bookrunners and the Joint Underwriters United Overseas Bank Limited UOB Kay Hian Private Limited

“Service Agreements”

:

“SFR”

:

“SFRS” “SGXNET”

: :

“Shares” “Shareholders”

: :

“Share Lending Agreement”

:

“Share Split”

:

SOLAS”

:

“Stabilising Manager” “Underwriting and Placement Agreement”

: :

“UOB” “UOBKH”

: :

15

DEFINITIONS
“UOB Loan Agreements” : The facility agreements dated 6 February 2013 entered into with our Subsidiary, Pacific Crest, pursuant to which pre-listing financing by UOB was granted [ ● ] new Shares to be issued to UOB pursuant to the terms of the UOB Loan Agreements

“UOB Shares”

:

Currencies, Units and Others “BRL” “IDR” , “Rupiah” or “Rp” “RMB” “RM” or “Ringgit” “Singapore Dollars” or “S$” and “cents” “USD” , “US$” or “US Dollars” and “US cents” “%” or “per cent” “sq.ft.” : : : : : Brazilian Real Indonesian Rupiah Renminbi Malaysian Ringgit Singapore Dollars and Cents, respectively

:

United States respectively

Dollars

and

United

States

cents,

: :

Per centum or percentage Square feet

The expressions “Associate”, “Associated Company”, “Associated Entity”, “Controlling Shareholder”, “Related Corporation”, “Related Entity”, “Entity At Risk”, “Subsidiary” and “Substantial Shareholder” shall have the meanings ascribed to the terms “associate”, “associated company”, “associated entity”, “controlling shareholder”, “related corporation”, “related entity”, “entity at risk”, and “substantial shareholder” respectively in the Fourth Schedule of the SFR, the Companies Act and/or the Listing Manual. The expressions “our”, “ourselves”, “us”, “we”, “Our Group” or other grammatical variations thereof shall, unless otherwise stated, refer to our Company, our Group and/or any member of our Group, as the context requires. The terms “Depositor”, “Depository Agent” and “Depository Register” shall have the same 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. Any discrepancies in tables, graphs and/or charts included herein between the amounts listed and the totals thereof are due to rounding. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures which precede them. Where applicable, figures and percentages are rounded off.

16

DEFINITIONS
Any reference in this Prospectus, the Application Forms and/or Electronic Applications to any statute or enactment is a reference to that statute or enactment for the time being amended or re-enacted. Any word defined in the Companies Act, the Securities and Futures Act, or the Listing Manual and used in this Prospectus, the Application Forms and/or Electronic Applications shall, where applicable, have the meaning ascribed to it under the Companies Act, the Securities and Futures Act, or the Listing Manual, as the case may be. Any reference in this Prospectus, the Application Forms and/or Electronic Applications to our 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 Prospectus, the Application Forms and/or Electronic Applications shall be a reference to Singapore time and dates respectively, unless otherwise stated. Our customers, suppliers and competitors named in this Prospectus are generally referred to in this Prospectus by their trade names. Each of our contracts with each customer or supplier is typically with an entity or entities in that customer’s or supplier’s group of companies. In addition, unless we indicate otherwise, all information in this Prospectus assumes that the Stabilising Manager does not exercise the Over-allotment Option, and does not take into account any changes in shareholding that may arise as a result of any Shares lent or re-delivered pursuant to the Share Lending Agreement described in the section entitled “Plan of Distribution – Share Lending Agreement” of this Prospectus.

17

GLOSSARY OF TECHNICAL TERMS
To facilitate a better understanding of our business, the following glossary provides an explanation of some of the technical terms and abbreviations used in this Prospectus. The terms and their assigned meanings may not correspond to standard industry or common meanings or usage, as the case may be, of these terms:− “ABS” “AHC” : : American Bureau of Shipping Active heave compensation, which is a technique used on lifting equipment to reduce the influence of waves upon offshore operations Anchor handling tug(s) Anchor handling tug supply vessel(s) Accommodation work barge(s) A flat-bottomed steel vessel used for the transportation of cargoes or for accommodation The location in a shipyard or harbour used specifically for mooring vessels while not at sea, where vessels may load or discharge their cargo Brake horse power, being a measure of engine power Biro Klasifikasi Indonesia A measure of the static pull of a vessel which is used to describe the pulling capacity of towing vessels, such as AHTS Bureau Veritas A term loosely applied to wire rope and wire strand One DWT equals 1,000 kilograms and is a measurement which refers to the weight of cargo and consumables that a ship is designed to carry in metric tons Det Norske Veritas An enclosed basin surrounded by quays used for berthing and unberthing vessels A dynamic positioning system which is capable of automatically maintaining the position and heading of the vessel within a specified operating envelope under specified maximum environmental conditions during and following any single fault, excluding a loss of compartment or compartments

“AHT” “AHTS” “AWB” “barge”

: : : :

“berth”

:

“BHP” “BKI” “bollard pull”

: : :

“BV” “cable” “deadweight tonnage” or “DWT”

: : :

“DNV” “dock”

: :

“DPS-2”

:

18

GLOSSARY OF TECHNICAL TERMS
“drydock” : A narrow basin, usually made of earthen beams and concrete, closed by gates or by a cassion, into which a vessel may be floated and the water pumped out, leaving the vessel supported by blocks The process by which a vessel manoeuvres into and comes to rest in the drydock Diving support vessel(s) Floating production, storage and offloading vessel(s) Floating storage and offloading vessel(s) Germanischer Lloyd Global maritime and distress safety system The shell and framework of the basic floatation oriented part of a ship International Marine Contractors Association United Nations’ International Maritime Organisation Worldwide non-governmental, experienced and reputable organisations or groups of professionals, ship surveyors and representatives of offices that promote the safety and protection of the environment of vessels and offshore structures. To do so, such societies set technical rules, confirm that designs and calculations meet these rules, survey vessels and structures during the process of construction and commissioning, and periodically survey vessels to ensure that they continue to meet the rules. Some of these classification societies which are members of IACS include ABS, BV, DNV, GL, LR and NKK Inspection, repair and maintenance International Standards Organisation Lloyd’s Register The process of securing a vessel to a berth Multi-purpose support vessel(s) Maintenance work vessel(s) Nippon Kaiji Kyokai

“drydocking”

:

“DSV” “FPSO” “FSO” “GL” “GMDSS” “hull”

: : : : : :

“IMCA” “IMO” “International Association of Classification Societies Ltd” or “IACS”

: : :

“IRM” “ISO” “LR” “mooring” “MPSV” “MWV” “NKK”

: : : : : : :

19

GLOSSARY OF TECHNICAL TERMS
“offshore vessels” “OSV” : : OSV, AWB, DSV, SCV, tugs and barges Offshore support vessels, namely, AHT, AHTS, MPSV, MWV and PSV Reserves that are in deep-sea areas and under thick layers of salt The driving force of a vessel, which typically involves engine and propeller systems Platform supply vessel(s) Remotely operated vehicle used to complement, support and increase the efficiency of diving and subsea operations and for tasks beyond the capacity of manned diving operations Special carrier vessel(s) The administration, operations and general management of a ship, including technical operations, repair, maintenance, crewing and insurance A type of floating oil platform typically used in very deep waters and consists of a large-diameter, single vertical cylinder supporting a deck Tension leg platform A metric ton or tonne which is equivalent to 1,000 kilograms, or 2,204.6 pounds. The metric ton, and not the net ton or British ton, is one of the units of weight measure referred to in this document A measure of the size or cargo capacity of a ship, and a “ton” is a unit of such measure A vessel that manoeuvres other vessels by pushing or towing them In general, a rotating machine with one or more drums for towing or moving objects using steel wires, ropes cables or chains

“pre-salt oil reserves”

:

“propulsion”

:

“PSV” “ROV”

: :

“SCV” “ship management”

: :

“spar”

:

“TLP” “ton”

: :

“tonnage”

:

“tug”

:

“winch”

:

20

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
All statements contained in this Prospectus, statements made in press releases and oral statements that may be made by us or our Directors, Executive Officers or employees acting on our behalf, that are not statements of historical fact, constitute “forward-looking statements”. You can identify some of these statements by forward-looking terms such as “anticipate”, “believe”, “could”, “estimate”, “expect”, “intend”, “may”, “plan”, “will” and “would” or similar words. However, you should note that these words are not the exclusive means of identifying forward-looking statements. All statements regarding our expected financial position, business strategies, plans and prospects are forward-looking statements. These forward-looking statements, including without limitations, statements as to:− • • • • • • our revenue and profitability; anticipated expansion plans; expected growth in demand; other expected industry trends; anticipated commencement and completion of proposed plans; and other matters discussed in this Prospectus 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 expressed or implied by such forward-looking statements. These risks, uncertainties and other important factors include, amongst others, the following:− • changes in political, social and economic conditions and the regulatory environment in Singapore and other countries in which we conduct our business; our anticipated growth strategies and expected internal growth; changes in competitive conditions and our ability to compete under these conditions; changes in currency exchange rates; changes in customer demand; changes in our future capital needs and the availability of financing and capital to fund these needs; wars or acts of international or domestic terrorism; occurrences of catastrophic events, natural disasters and acts of God that affect our businesses; other factors beyond our control; and the factors described in the section entitled “Risk Factors” of this Prospectus.

• • • • •

• •

• •

21

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
These factors are discussed in greater detail in this Prospectus, in particular, but not limited to the discussions under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of the Results of Operations and Financial Condition” of this Prospectus. All forward-looking statements made by or attributable to us, or persons acting on our behalf, contained in this Prospectus are expressly qualified in their entirety by such factors. These forward-looking statements are applicable only as of the date of this Prospectus. Given the risks and uncertainties that may cause our actual future results, performance or achievements to be materially different than expected, expressed or implied by the forwardlooking statements in this Prospectus, we advise you not to place undue reliance on these statements. Our Company, the Joint Issue Managers, the Joint Global Co-ordinators, the Joint Bookrunners and the Joint Underwriters are not representing or warranting to you that our actual future results, performance or achievements will be as discussed in those statements. Our actual future results may differ materially from those anticipated in these forward-looking statements as a result of the risks faced by us. Further, our Company, the Joint Issue Managers, the Joint Global Co-ordinators, the Joint Bookrunners and the Joint Underwriters disclaim any responsibility to update any of those forward-looking statements or publicly announce any revisions to those forward-looking statements to reflect future developments, events or circumstances for any reason, even if new information becomes available or other events occur in the future. We are, however, subject to the provisions of the Securities and Futures Act and the Listing Manual regarding corporate disclosure upon our admission to the Official List of the Main Board of the SGX-ST. In particular, pursuant to Section 241 of the Securities and Futures Act, if after the Prospectus is registered but before the close of the Invitation, our Company becomes aware of (a) a false or misleading statement or matter in the Prospectus; (b) an omission from the Prospectus of any information that should have been included in it under Section 243 of the Securities and Futures Act; or (c) a new circumstance that has arisen since the Prospectus was lodged with the Authority and would have been required by Section 243 of the Securities and Futures Act to be included in the Prospectus, if it had arisen before the Prospectus was lodged and that is materially adverse from the point of view of an investor, we may lodge a supplementary or replacement prospectus with the Authority.

22

PROSPECTUS SUMMARY
The information contained in this summary is derived from and should be read in conjunction with the full text of this Prospectus. Terms defined elsewhere in this Prospectus have the same meanings when used herein. As it is a summary, it does not contain all the information that you should consider before investing in our Shares. Prospective investors should read the entire Prospectus carefully, in particular the matters set out in the section entitled “Risk Factors” of this Prospectus, before making an investment decision. OVERVIEW OF OUR GROUP Our History Our Group’s beginnings can be traced back to 2002 when Mr Mok Weng Vai, our Director, via Strato Maritime Services, provided ship chartering services for offshore vessels to the oil and gas industry. Our Group then developed our fleet building strategy in 2005, which would lay the foundations for our Group’s business. On 6 July 2006, Mr Mok Weng Vai incorporated our Company in Singapore under the Companies Act as a private limited company under the name of “Pacific Radiance Pte. Ltd.”. Our Executive Chairman, Mr Pang Yoke Min, invested in our Company and acquired a majority stake through YM InvestCo Pte. Ltd. on 15 November 2006. We then converted to a public limited company on 19 March 2007 and changed our name to “Pacific Radiance Ltd.”. Please refer to the sections entitled “General Information on our Group – Share Capital” and “General Information on our Group – Our History and Development” of this Prospectus for more information. Our Business We are a fast expanding owner and operator of a young and diverse fleet of offshore vessels with a significant presence in Asia, and we strive to continually be (a) relevant to our clients; (b)reliable in our service delivery and execution; and (c) responsive to industry trends. Our Group is engaged in the following principal businesses:− (a) owning and operating offshore vessels to assist and support the offshore oil and gas industry as well as providing ship management and agency services; and provision of subsea services to the offshore oil and gas industry.

(b)

Our Group is also engaged in other complementary and supporting business activities, namely, the design, supply and maintenance of winches, cranes and other deck equipment for offshore vessels and the provision of logistics solutions for project cargo. We build offshore vessels at third party shipyards which are managed and supervised by our project management team of senior personnel with many years of shipbuilding experience. We have long-standing relationships with shipyards which are competent, and which have over the years of working with us, grown familiar with our stringent vessel requirements and standards of project execution. Our project management team has direct oversight in the third party shipbuilding process which gives us some measure of control over the supply chain and allows us to customise our vessels according to market trends and requirements. This collaborative arrangement coupled with our shipbuilding management experience also enables us to manage the costs of the construction of our vessels and prevent undue delays in the shipbuilding process.

23

PROSPECTUS SUMMARY
Please refer to the section entitled “General Information on our Group” of this Prospectus for more information. OUR COMPETITIVE STRENGTHS Our Directors believe that our key competitive strengths are as follows:− (a) (b) (c) (d) we have an experienced management team with an established track record; we maintain a diverse and modern fleet of vessels catering to the oil and gas life cycle; our active fleet management and renewal strategy ensures our vessels are market relevant; we have a strong global customer base and maintain strong business relationships with our customers and we have established a reputation among our customers for providing quality service and maintaining high operational standards; our strategic partnerships with our foreign partners have allowed us to penetrate key markets with high barriers to entry in the form of cabotage laws; we have a long track record of managing and supervising our vessel construction process at third party shipyards with our dedicated and experienced project management team; and our Marine Equipment Business allows us to exert greater control over our supply chain for assembly of our deck equipment and reduces reliance on external third party service providers.

(e)

(f)

(g)

Please refer to the section entitled “General Information on Our Group – Competitive Strengths” of this Prospectus for more information. OUR BUSINESS STRATEGIES AND FUTURE PLANS We intend to focus on the following business strategies for the future growth and expansion of our business:− (a) Scale Up Operations – Expansion of fleet Our Group plans to scale up its operations significantly, to quickly capture the opportunities abounding in the geographies that it is currently operating in or targeting, to meet demand for market-relevant vessels. We also intend to acquire new vessels that are specialised for the Subsea Business and improve our subsea expertise. (b) Scale Up Synergies – Expansion of our Complementary Businesses Our Group has identified certain complementary businesses that, when fully enhanced or developed, will allow our Group to control critical parts of its supply chain thereby improving margins. Our ship repair yard is expected to be operational by the middle of 2015 and our new marine equipment fabrication facility is expected to be ready by the end of 2013. We have recently acquired full management and control over our Project Logistics Business and intend to focus on streamlining the operations of this business and focus on projects which are profitable for this business segment. 24

PROSPECTUS SUMMARY
(c) Growth Through Joint Ventures, Mergers Or Acquisitions We intend to seek suitable opportunities to grow, consolidate and build up the scale of our businesses through mergers and acquisitions in line with our plans to establish our presence overseas in high growth markets. We also intend to expand our existing operations and/or establish a presence in various countries to capture opportunities in growth markets through strategic partnerships with our joint venture partners and key customers with strong local knowledge in growth markets. (d) Listing of PT Logindo One of our Group’s Associated Companies, PT Logindo, had in August 2013, submitted an application for its listing on the IDX. Subject to, inter alia , regulatory approvals and market conditions prevailing at the time, the Logindo IPO is currently anticipated to take place by the end of 2013. Please refer to the section entitled “Business Strategies and Future Plans” of this Prospectus for more information. OUR CONTACT DETAILS Our registered address is 15 Pandan Road, Singapore 609263. Our telephone and fax numbers are +65 6238 8881 and +65 6278 2759 respectively. Our company registration number is 200609894C. Our website address is http://www.pacificradiance.com. Information contained on our website does not constitute a part of this Prospectus.

25

THE INVITATION
LISTING ON THE SGX-ST We have applied to the SGX-ST for permission to deal in, and for quotation of, all our Shares already issued, the New Shares (including any Over-allotment Shares (if the Over-allotment Option is exercised), the UOB Shares and the Performance Shares on the Official List of the Main Board of the SGX-ST. Such permission will be granted when we have been admitted to the Official List of the Main Board of the SGX-ST. Our allotment of the New Shares (including any Over-allotment Shares (if the Over-allotment Option is exercised)), the UOB Shares and the Performance Shares will be conditional upon the completion of the Invitation, which is subject to certain conditions, including the SGX-ST granting permission to deal in, and for quotation of, all our existing issued Shares, the New Shares (including any Over-allotment Shares (if the Over-allotment Option is exercised), the UOB Shares and the Performance Shares. If the said permission from the SGX-ST is not granted, monies paid in respect of any application accepted will be returned to you at your own risk, without interest or any share of revenue or other benefit arising therefrom and you will not have any claim against our Company, the Joint Issue Managers, the Joint Global Co-ordinators, the Joint Bookrunners and the Joint Underwriters. In connection with the Invitation, our Company has granted to the Stabilising Manager an Over-allotment Option exercisable by the Stabilising Manager in whole or in part on one or more occasions prior to the expiry of (whichever is the earlier): (i) the date falling 30 days from the Listing Date; or (ii) the date the Stabilising Manager or its appointed agent(s) have purchased on the SGX-ST an aggregate of up to [ ● ] Shares representing up to [ ● ]% of the Invitation Shares to undertake stabilising actions solely for the purpose of covering over-allotments (if any) of the Invitation Shares made in connection with the Invitation. The Stabilising Manager may, in its discretion but subject to compliance with applicable laws and regulations in Singapore, over-allot or effect transactions which stabilise or maintain the market price of our Shares. Such stabilisation activities, if commenced, may be discontinued by the Stabilising Manager at any time in its discretion in accordance with the laws of Singapore and shall not be effected after the expiry of the aforesaid period. Under the Securities and Futures Act, the Authority may, in certain circumstances issue a stop order (the “Stop Order”) to our Company, directing that no Invitation Shares be issued. Such circumstances will include a situation where this Prospectus (a) contains a statement or matter, which in the opinion of the Authority is false or misleading; (b) omits any information that should be included in accordance with the Securities and Futures Act; or (c) does not, in the opinion of the Authority, comply with the requirements of the Securities and Futures Act. A Stop Order may also be issued if the Authority is of the opinion that it is in the public interest to do so. Where applications to subscribe for the Invitation Shares to which this Prospectus relates have been made prior to the Stop Order, and:− 1. where the Invitation Shares have not been issued to you, your application shall be deemed to have been withdrawn and cancelled and our Company shall, within 14 days from the date of the Stop Order, return to you at your own risk all monies you have paid on account of your application for the Invitation Shares, without interest or any share of revenue or other benefit arising therefrom; or where the Invitation Shares have been issued to you, the issue of the Invitation Shares is required by the Securities and Futures Act to be deemed void and our Company shall within 14 days from the date of the Stop Order, return to you at your own risk all monies you have paid on account of your application for the Invitation Shares, without interest or any share of revenue or other benefit arising therefrom. 26

2.

THE INVITATION
The SGX-ST assumes no responsibility for the correctness of any of the statements made, reports contained or opinions expressed in this Prospectus. Admission to the Official List of the Main Board of the SGX-ST is not to be taken as an indication of the merits of the Invitation, our Company, our Subsidiaries, our Associated Companies, our existing issued Shares, the Invitation Shares (including any Over-allotment Shares (if the Over-allotment Option is exercised)) or the Performance Shares. A copy of this Prospectus has been lodged with the Authority on 28 October 2013 and, together with copies of the Application Forms, have been registered by the Authority on [ ● ]. 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, or any other legal or regulatory requirements, have been complied with. The Authority has not, in any way, considered the merits of our existing issued Shares or the Invitation Shares (including any Over-allotment Shares (if the Over-allotment Option is exercised)), as the case may be, being offered or in respect of which the Invitation is made, for investment. We have not lodged or registered this Prospectus in any other jurisdiction. This Prospectus has been reviewed and approved by our Directors and they collectively and individually accept full responsibility for the truth and accuracy of the information given herein and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts the omission of which would make any statement herein misleading, and that this Prospectus constitutes full and true disclosure of all material facts about the Invitation and our Group. Neither our Company, the Joint Issue Managers, the Joint Global Co-ordinators, the Joint Bookrunners and the Joint Underwriters, the experts nor any other parties involved in the Invitation is making any representation to any person regarding the legality of an investment in our Shares by such person under any investment or other laws or regulations. No information in this Prospectus should be considered as being business, legal or tax advice. You should consult your 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 Prospectus in connection with the Invitation and, if given or made, such information or representation must not be relied upon as having been authorised by our Company, the Joint Issue Managers, the Joint Global Co-ordinators, the Joint Bookrunners and the Joint Underwriters. Neither the delivery of this Prospectus and the Application Forms nor any document relating to the Invitation shall, under any circumstances, constitute a continuing representation or create any suggestion or implication that there has been no change in our affairs or in the statements of fact or information contained in this Prospectus since the date of this Prospectus. Where such changes occur and are material or are required to be disclosed by law, we will promptly make an announcement of the same to the SGX-ST and to the public and, if required, lodge a supplementary or replacement prospectus with the Authority and make an announcement of the same to the SGX-ST and to the public and will comply with the requirements of the Securities and Futures Act. You should take note of any such announcement and, upon release of such an announcement, shall be deemed to have given notice of such changes. Save as expressly stated in this Prospectus, nothing herein is, or may be relied upon as, a promise or representation as to the future performance or policies of our Company, our Subsidiaries or our Associated Companies. In the event that a supplementary or replacement prospectus is lodged with the Authority, the Invitation shall be kept open for at least 14 days after the lodgement of such supplementary or replacement prospectus. We are subject to the provisions of the Securities and Futures Act and the Listing Manual regarding corporate disclosure. In particular, if after this Prospectus is registered but before the close of the Invitation, we become aware of:− 1. a false or misleading statement in this Prospectus; 27

THE INVITATION
2. an omission from this Prospectus of any information that should have been included in it under Section 243 of the Securities and Futures Act; or a new circumstance that has arisen since the Prospectus was lodged with the Authority which would have been required by Section 243 of the Securities and Futures Act to be included in this Prospectus if it had arisen before this Prospectus was lodged,

3.

that is materially adverse from the point of view of an investor, we may lodge a supplementary or replacement prospectus with the Authority pursuant to Section 241 of the Securities and Futures Act. Where prior to the lodgement of the supplementary or replacement prospectus, applications have been made under this Prospectus to subscribe for our Invitation Shares and:− 1. where the Invitation Shares have not been issued to you, our Company shall either:− (i) (A) within 2 days (excluding any Saturday, Sunday or public holiday) from the date of lodgement of the supplementary or replacement prospectus, give you notice in writing of how to obtain, or arrange to receive a copy of the supplementary or replacement prospectus, as the case may be, and to provide you with an option to withdraw your application; and (B) take all reasonable steps to make available within a reasonable period the supplementary or replacement prospectus, as the case may be, to you, where you have indicated that you wish to obtain, or have arranged to receive, a copy of the supplementary of replacement prospectus; or within 7 days from the date of lodgement of the supplementary or replacement prospectus, give you the supplementary or replacement prospectus, as the case may be, and provide you with an option to withdraw your application; or

(ii)

(iii) treat the applications as withdrawn and cancelled, in which case your application shall be deemed to have been withdrawn and cancelled, and our Company shall within 7 days from the date of lodgement of the supplementary or replacement prospectus, return all monies paid in respect of any application to you at your own risk, without interest or any share of revenue or other benefit arising therefrom; or 2. where the Invitation Shares have been issued to you, our Company shall either:− (i) (A) within 2 days (excluding any Saturday, Sunday or public holiday) from the date of lodgement of the supplementary or replacement prospectus, give you notice in writing of how to obtain, or arrange to receive a copy of the supplementary or replacement prospectus, as the case may be, and to provide you with an option to return to our Company, the Shares which you do not wish to retain title in; and (B) take all reasonable steps to make available within a reasonable period the supplementary or replacement prospectus, as the case may be, to you, where you have indicated that you wish to obtain, or have arranged to receive, a copy of the supplementary of replacement prospectus; or within 7 days from the date of lodgement of the supplementary or replacement prospectus, give you the supplementary or replacement prospectus, as the case may be, and provide you with an option to return to our Company the Invitation Shares, which you do not wish to retain title in; or

(ii)

(iii) treat the issue of our Shares as void, in which case the issue shall be deemed void and our Company shall within 7 days from the date of lodgement of the supplementary or replacement prospectus, return all monies paid in respect of any application to you at your own risk, without interest or any share of revenue or other benefit arising therefrom. 28

THE INVITATION
If you wish to exercise your option under paragraph 1(i) or (ii) above to withdraw your application in respect of the Invitation Shares, you shall, within 14 days from the date of lodgement of the supplementary or replacement prospectus, notify our Company of this, whereupon our Company shall within 7 days from the receipt of such notification, return to you all monies you have paid on account of your application for such Invitation Shares, without interest or any share of revenue or other benefit arising therefrom, at your own risk and you shall have no claim against us, the Joint Issue Managers, the Joint Global Co-ordinators, the Joint Bookrunners and the Joint Underwriters. If you wish to exercise your option under paragraph 2(i) or (ii) above to return the Invitation Shares issued to you, you shall, within 14 days from the date of lodgement of the supplementary or replacement prospectus, notify our Company of this and return all documents, if any, purporting to be evidence of title to those Shares, to our Company, whereupon our Company shall within 7 days from the receipt of such notification and documents, if any, return to you all monies you have paid for those Invitation Shares without interest or any share of revenue or other benefit arising therefrom and the issue of those Shares shall be deemed to be void. Where monies are to be returned to you for the Invitation Shares, it shall be paid to you without any interest or share of revenue or other benefit arising therefrom at your own risk, and you will not have any claim against us, the Joint Issue Managers, the Joint Global Co-ordinators, the Joint Bookrunners and the Joint Underwriters. This Prospectus has been prepared solely for the purpose of the Invitation and may only be relied upon by you in connection with your application for the Invitation Shares and may not be relied upon by any other person or for any other purpose. This Prospectus does not constitute an offer of, or invitation or solicitation to subscribe for the Invitation Shares in any jurisdiction in which such offer or invitation or solicitation is unauthorised or unlawful nor does it constitute an offer or invitation or solicitation to any person to whom it is unlawful to make such offer or invitation or solicitation. Copies of this Prospectus and the Application Forms and envelopes may be obtained on request, during office hours, subject to availability, from:− United Overseas Bank Limited 80 Raffles Place UOB Plaza 1 #03-03 Singapore 048624 DBS Bank Ltd. 12 Marina Boulevard, Level 46 DBS Asia Central @ MBFC Tower 3 Singapore 018982 UOB Kay Hian Private Limited 8 Anthony Road #01-01 Singapore 229957 Oversea-Chinese Banking Corporation Limited 65 Chulia Street OCBC Centre Singapore 049513

and from selected branches of UOB, UOBKH, DBS and OCBC and, where applicable, members of the Association of Banks in Singapore, members of the SGX-ST and merchant banks in Singapore.

29

THE INVITATION
A copy of this Prospectus is also available on the SGX-ST’s website at http://www.sgx.com and the Authority’s website at http://masnet.mas.gov.sg/opera/sdrprosp.nsf. The Invitation will open at [ ● ] on [ ● ] 2013 and will remain open until [ ● ] on [ ● ] 2013 or for such further period or periods as our Directors may, in consultation with the Joint Issue Managers, the Joint Global Co-ordinators, the Joint Bookrunners and the Joint Underwriters, in their absolute discretion decide, subject to any limitation under all applicable laws and the rules of the SGX-ST. In the event a supplementary or replacement prospectus is lodged with the Authority, the Invitation will remain open for at least 14 days after the lodgement of the supplementary or replacement prospectus, as the case may be. Details for the procedure for application for the Invitation Shares are set out in Appendix F entitled “Terms, Conditions and Procedures for Application and Acceptance” of this Prospectus. INDICATIVE TIMETABLE FOR LISTING The indicative timetable for the Invitation and trading of our Shares is set out below for the reference of applicants:− Indicative Time and Date [ ● ] on [ ● ] 2013 [ ● ] on [ ● ] 2013 [ ● ] 2013 [ ● ] on [ ● ] 2013 [ ● ] 2013 Event Opening of Application List Close of Application List Balloting of applications, if necessary (in the event of over-subscription for the Invitation Shares) Commence trading on a “ready” basis Settlement date for all trades done on a “ready” basis on [ ● ] 2013

The above timetable is only indicative as it assumes that the closing of the Application List takes place on [ ● ] 2013, the date of admission of our Company to the Official List of the Main Board of the SGX-ST will be [ ● ] 2013, the SGX-ST’s shareholding spread requirement will be complied with and the Invitation Shares will be issued or allotted (as the case may be) and fully paid-up prior to [ ● ] on [ ● ] 2013. The actual date on which our Shares will commence trading on a “ready” basis will be announced when it is confirmed by the SGX-ST. The above timetable and procedures may be subject to such modifications as the SGX-ST may, in its discretion, decide, including the decision to permit 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 shortening or extension of the time period during which the Invitation is open, we will publicly announce the same:− (a) through a SGXNET announcement to be posted on the Internet at the SGX-ST’s website, http://www.sgx.com; and in a local newspaper.

(b)

30

THE INVITATION
Results of the Invitation including the level of subscription and the basis of allotment and/or allocation of the Invitation Shares will be provided as soon as it is practicable after the closure of the Application List through the channels in (a) and (b) above. Investors should consult the SGX-ST announcement on the “ready” trading date on the Internet (at the SGX-ST’s 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. Our Company reserves 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 thereof, and no enquiry or correspondence on our Company’s decision will be entertained. This right applies to applications made by way of Application Forms, Electronic Applications (each as defined in Appendix F entitled “Terms, Conditions and Procedures for Application and Acceptance” of this Prospectus) and any other forms of application as the Joint Issue Managers, the Joint Global Co-ordinators, the Joint Bookrunners and the Joint Underwriters may, in consultation with us, deem appropriate. In deciding the basis of allotment and/or allocation, due consideration will be given to, amongst others, the desirability of allocating the Invitation Shares to a reasonable number of applicants with a view to establish an adequate market for our Shares.

31

THE INVITATION
DETAILS OF THE INVITATION Invitation Size : [ ● ] Invitation Shares (excluding the Over-allotment Shares) comprising [ ● ] New Shares. The New Shares, which form part of the Invitation, shall, upon their allotment and issue be free from all pre-emption rights, charges, liens and other encumbrances and, rank in all respects pari passu with our existing issued Shares. S$[ ● ] for each Invitation Share. The Offer comprises an invitation by our Company to the public in Singapore to subscribe for the [ ● ] Offer Shares at the Invitation Price, subject to and on the terms and conditions of this Prospectus. The Placement comprises a placement of [ ● ] Placement Shares at the Invitation Price, subject to and on the terms and conditions of this Prospectus. The Invitation Shares may be re-allocated between the Offer and the Placement at the discretion of the Joint Issue Managers, the Joint Global Co-ordinators, the Joint Bookrunners and the Joint Underwriters in the event of an excess of applications in one and a deficit of applications in the other. Up to [ ● ] of the Placement Shares will be reserved for subscription by our Independent Directors, employees, business associates and those who have contributed to the success of our Group at S$[ ● ] for each Reserved Share. In the event that any of the Reserved Shares are not taken up, they will be made available to satisfy applications for the Placement Shares, or in the event of an under-subscription of the Placement Shares, to satisfy excess applications for the Offer Shares.

Invitation Price The Offer

: :

The Placement

:

Clawback and Re-allocation

:

Reserved Shares

:

32

THE INVITATION
Over-allotment Option : Our Company has granted to the Stabilising Manager the Over-allotment Option which is exercisable by the Stabilising Manager in whole or in part on one or more occasions prior to the expiry of (whichever is the earlier): (i) the date falling 30 days from the Listing Date; or (ii) the date the Stabilising Manager or its appointed agent(s) have purchased on the SGX-ST an aggregate of up to [ ● ] Shares representing up to [ ● ]% of the Invitation Shares to undertake stabilising actions solely for the purpose of covering over-allotments (if any) of the Invitation Shares made in connection with the Invitation. Unless we indicate otherwise, all information in this Prospectus assumes that the Over-allotment Option is not exercised . Our Directors consider that the Invitation and quotation of our Shares on the Official List of the Main Board of the SGX-ST will enable us to tap the capital markets to fund our business growth and enhance our corporate profile locally and internationally. It will also provide members of the public, our employees, business associates and those who have contributed to our success with an opportunity to participate in the equity of our Company. The Invitation will also enlarge our capital base for continued expansion of our business. There has been no public market for our Shares prior to the Invitation. Our Shares will be quoted in Singapore dollars on the Main Board of the SGX-ST, subject to admission of our Company to the Official List of the Main Board of the SGX-ST and permission for dealing in and for quotation of our Shares being granted by the SGX-ST and the Authority not issuing a Stop Order. Investing in our Shares involve risks which are described in the section entitled “Risk Factors” of this Prospectus.

Purpose of the Invitation

:

Listing Status

:

Risk Factors

:

33

INVITATION STATISTICS
Invitation Price NAV (1) NAV per Share based on the unaudited interim consolidated balance sheet of our Group as at 30 June 2013:− (a) before adjusting for the estimated net proceeds from the issue of the New Shares and based on the pre-Invitation share capital of 552,579,940 Shares after adjusting for the estimated net proceeds from the issue of the New Shares and based on the post-Invitation share capital of [ ● ] Shares 54.0 cents(5) [ ● ] cents

(b)

[ ● ] cents (6)

Premium of Invitation Price over the NAV per Share as at 30 June 2013:− (a) before adjusting for the estimated net proceeds from the issue of the New Shares and based on the pre-Invitation share capital of 552,579,940 Shares after adjusting for the estimated net proceeds from the issue of the New Shares and based on the post-Invitation share capital of [ ● ] Shares [ ● ]%

(b)

[ ● ]%

Earnings(2) Historical EPS of our Group for FY2012 and based on the pre-Invitation share capital of 552,579,940 Shares Historical EPS of our Group for FY2012 based on the pre-Invitation share capital of 552,579,940 Shares, assuming that the Service Agreements had been in place in FY2012 Price Earnings Ratio (2) Historical price earnings ratio based on the historical EPS of our Group for FY2012 Historical price earnings ratio based on the historical EPS of our Group for FY2012, assuming that the Service Agreements had been in place in FY2012 [ ● ] times 7.2 cents

7.1 cents

[ ● ] times

34

INVITATION STATISTICS
Net Operating Cash Flow (3)(4) Historical net operating cash flow per Share of our Group for FY2012 and based on the pre-Invitation share capital of 552,579,940 Shares Historical net operating cash flow per Share of our Group for FY2012 based on the pre-Invitation share capital of 552,579,940 Shares, assuming that the Service Agreements had been in place in FY2012 Invitation price to net operating cash flow ratio based on the historical net operating cash flow per Share for FY2012 and the pre-Invitation share capital of 552,579,940 Shares Invitation price to net operating cash flow ratio based on the historical net operating cash flow per Share for FY2012 based on the preInvitation share capital of 552,579,940 Shares, assuming that the Service Agreements had been in place in FY2012 Market Capitalisation Market capitalisation based on the Invitation Price and the postInvitation share capital of [ ● ] Shares
Notes: (1) For illustrative purposes, the NAV per Share of our Group as at 30 June 2013 has been translated into S$ using the closing rate of US$1: S$1.2679 as at 28 June 2013 as set out in the section entitled “Exchange Rate” of this Prospectus. For illustrative purposes, the EPS of our Group for FY2012 has been translated into S$ using the average rate of US$1: S$1.2450 for the year ended 31 December 2012 as set out in the section entitled “Exchange Rate” of this Prospectus. For illustrative purposes, the net operating cash flow per Share of our Group for FY2012 has been translated into S$ using the average rate of US$1: S$1.2450 for the year ended 31 December 2012 as set out in the section entitled “Exchange Rate” of this Prospectus. Net operating cash flow is defined as profit before taxation with depreciation expense added back. For illustrative purposes, the NAV per Share as at 30 June 2013 after adjusting for the interim dividends of US$7.13 million is 52.4 cents. For illustrative purposes, the NAV per Share as at 30 June 2013 after adjusting for the interim dividends of US$7.13 million is [●] cents.

11.9 cents

11.8 cents

[ ● ] times

[ ● ] times

S$[ ● ] million

(2)

(3)

(4) (5) (6)

35

PLAN OF DISTRIBUTION
The Invitation is for [ ● ] New Shares (excluding the Over-allotment Shares) offered in Singapore by way of the Offer and the Placement comprising [ ● ] Offer Shares and [ ● ] Placement Shares respectively. Prior to the Invitation, there has been no public market for our Shares. The Invitation Price is determined by our Company in consultation with the Joint Issue Managers, the Joint Global Co-ordinators, the Joint Bookrunners and the Joint Underwriters, after taking into consideration, inter alia , prevailing market conditions and estimated market demand for our Shares determined through a book-building process. The Invitation Price is the same for all Invitation Shares and the Over-allotment Shares (if the Overallotment Option is exercised) and is payable in full on application. Offer Shares The Offer Shares are made available to members of the public in Singapore for subscription at the Invitation Price. Applications for the Offer Shares may be made by way of Offer Shares Application Forms or by way of Electronic Applications. The terms and conditions and procedures for application and acceptance are set out in Appendix F entitled “Terms, Conditions and Procedures for Application and Acceptance” of this Prospectus. An applicant who has made an application for Offer Shares by way of printed Offer Shares Application Forms may not make another separate application for Offer Shares by way of an Electronic Application and vice versa . Such separate application shall be deemed to be multiple applications and shall be rejected. Subject to the terms and conditions contained in the Underwriting and Placement Agreement as disclosed in the section entitled “General and Statutory Information – Management Agreement and Underwriting and Placement Agreement” of this Prospectus, the Joint Bookrunners and the Joint Underwriters have agreed to underwrite the Offer Shares in the proportion indicated below:− Joint Bookrunners and Joint Underwriters UOB UOBKH DBS OCBC Total Proportion of Offer Shares [ ● ] Offer Shares [ ● ] Offer Shares [ ● ] Offer Shares [ ● ] Offer Shares [ ● ] Offer Shares

In the event of an under-subscription for the Offer Shares as at the close of the Application List, that number of Offer Shares not subscribed for shall be made available to satisfy excess applications for the Placement Shares to the extent that 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 the Offer Shares as at the close of the Application List and/or the Placement Shares are fully subscribed or over-subscribed for 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, after consultation with the Joint Issue Managers, the Joint Global Co-ordinators, the Joint Bookrunners and the Joint Underwriters, and approved by the SGX-ST.

36

PLAN OF DISTRIBUTION
Placement Shares The Placement Shares are made available to retail and institutional investors who apply though their brokers or financial institutions by way of Placement Shares Application Forms or other such forms of applications as the Joint Issue Managers, the Joint Global Co-ordinators, the Joint Bookrunners and the Joint Underwriters deem appropriate. Applications for the Placement Shares may only be made by way of application forms. The terms and conditions and procedures for application and acceptance are set out in Appendix F entitled “Terms, Conditions and Procedures for Application and Acceptance” of this Prospectus. Subject to the terms and conditions contained in the Underwriting and Placement Agreement as disclosed in the section entitled “General and Statutory Information – Management Agreement and Underwriting and Placement Agreement” of this Prospectus, the Joint Bookrunners and the Joint Underwriters have agreed to subscribe for, or procure subscriptions for, the Placement Shares at the Invitation Price in the proportion indicated below:− Joint Bookrunners and Joint Underwriters UOB UOBKH DBS OCBC Total Proportion of Placement Shares [ ● ] Placement Shares [ ● ] Placement Shares [ ● ] Placement Shares [ ● ] Placement Shares [ ● ] Placement Shares

In the event of an under-subscription for the Placement Shares as at the close of the Application List, that number of Placement Shares not subscribed for shall be made available to satisfy excess applications for the Offer Shares to the extent that there is an over-subscription for the Offer Shares as at the close of the Application List. Subscribers of the Placement Shares may be required to pay brokerage fees of up to 1.0% of the Invitation Price (plus GST thereon and any other similar charges if applicable) to the Joint Underwriters. Please refer to the section entitled “General and Statutory Information – Management Agreement and Underwriting and Placement Agreement” of this Prospectus for further information. Reserved Shares To recognise their contributions to our Group, we have reserved up to [ ● ] Reserved Shares for subscription by our Independent Directors, employees, business associates and those who have contributed to the success of our Group. Applications for the Reserved Shares may only be made by way of the Reserved Shares Application Forms. These Reserved Shares are not subject to any moratorium and may be disposed of after the Invitation. In the event that any of the Reserved Shares are not taken up, they will be made available to satisfy applications for the Placement Shares (other than the Reserved Shares) to the extent that there is an over-subscription of the Placement Shares (other than the Reserved Shares) as at the close of the Application List, or in the event of an under-subscription of the Placement Shares as

37

PLAN OF DISTRIBUTION
at the close of the Application List, to satisfy applications made by members of the public for the Offer Shares to the extent that there is an over-subscription for the Offer Shares as at the close of the Application List. UOB Shares Pursuant to the UOB Loan Agreements, our Company will issue and allot to UOB [ ● ] New Shares at the Invitation Price for each Share. After the completion of the relevant moratorium periods as set out in the section entitled “General Information on Our Group – Moratorium” of this Prospectus, UOB may dispose its shareholding interest in our Company at its discretion. Persons intending to subscribe for the Invitation Shares None of our Directors, Executive Officers, Substantial Shareholders or employees intends to subscribe for more than 5.0% of the Invitation Shares in the Invitation. To the best of our knowledge and belief, we are unaware of any person who intends to subscribe for more than 5.0% of the Invitation Shares. However, through the book-building process to assess market demand for our Invitation Shares, there may be person(s) who may indicate an interest to subscribe for more than 5.0% of the Invitation Shares. If such person(s) were to make an application for more than 5.0% of the Invitation Shares and subsequently be allotted such number of Invitation Shares, we will make the necessary announcements at an appropriate time. The final allotment of Shares will be in accordance with the shareholdings spread and distribution guidelines as set out in Rule 210 of the Listing Manual. No Shares shall be allotted and/or allocated on the basis of this Prospectus later than six (6) months after the date of registration of this Prospectus. Please also refer to the section entitled “General and Statutory Information – Management Agreement and Underwriting and Placement Agreement” of this Prospectus for further details on our Management Agreement and our Underwriting and Placement Agreement. Over-allotment and Stabilisation In connection with the Invitation, our Company has granted to the Stabilising Manager the Over-allotment Option exercisable by the Stabilising Manager in whole or in part on one or more occasions from the Listing Date until the earlier of: (i) the date falling 30 days from the Listing Date; or (ii) the date the Stabilising Manager or its appointed agents have purchased on the SGX-ST an aggregate of up to [ ● ] Shares representing up to [ ● ]% of the Invitation Shares to undertake stabilising actions solely for the purpose of covering over-allotments (if any) of the Invitation Shares made in connection with the Invitation. In order to facilitate the distribution of the Invitation Shares in respect of the Invitation, the Stabilising Manager may in the exercise of its discretion and role, but subject always to applicable laws and regulations in Singapore, over-allot or effect transactions which stabilise or maintain the market price of the Shares at levels which might not otherwise prevail in the open market. Such transactions may be effected on the SGX-ST and in all jurisdictions where it is permissible to do so, in each case, in compliance with all applicable laws and regulatory requirements, including the Securities and Futures Act and any regulations thereunder.

38

PLAN OF DISTRIBUTION
In allocating the Over-allotment Shares (if any), priority will be given to satisfy the excess demand for the Placement Shares before satisfying any excess demand for the Offer Shares. The Stabilising Manager may purchase a maximum of [ ● ] Shares (representing [ ● ]% of the Invitation Shares) to undertake the stabilisation action. However, there is no assurance that the Stabilising Manager or its appointed agents will undertake such stabilisation actions. Such transactions may commence on or after the Listing Date and, if commenced, may be discontinued at any time at the discretion of the Stabilising Manager, and shall not be effected after the earlier of (i) the date falling 30 days from the Listing Date; or (ii) the date the Stabilising Manager or its appointed agent(s) have purchased on the SGX-ST an aggregate of up to [ ● ] Shares representing up to [ ● ]% of the Invitation Shares to undertake stabilising actions. None of our Company, the Stabilising Manager, the Joint Issue Managers, the Joint Global Co-ordinators, the Joint Bookrunners nor the Joint Underwriters makes any representation or prediction as to the direction or magnitude of any effect that the transactions described in this section may have on the market price of our Shares. In addition, none of our Company, the Stabilising Manager, the Joint Issue Managers, the Joint Global Co-ordinators, the Joint Bookrunners and the Joint Underwriters makes any representation that the Stabilising Manager will engage in these transactions or that these transactions, once commenced, will not be discontinued without advance notice (unless such notice is required by law). The Stabilising Manager will be required to make public announcements through the SGXNET on the cessation of the stabilisation action and the amount of the Over-allotment Option that has been exercised no later than the start of the trading day of the SGX-ST immediately after the day of cessation of the stabilisation action. Subject to the terms and conditions contained in the Underwriting and Placement Agreement as disclosed in the section entitled “General and Statutory Information – Management Agreement and Underwriting and Placement Agreement” of this Prospectus, any profits, less the underwriting and selling commissions of the Stabilising Manager, derived as a consequence of the Stabilising Manager undertaking such stabilisation actions shall accrue to the benefit of the Stabilising Manager and the Joint Bookrunners and the Joint Underwriters in the proportion of their Offer Shares and Placement Shares. Share Lending Agreement YM InvestCo Pte. Ltd. had entered into a share lending agreement with the Stabilising Manager on [ ● ] 2013 to lend up to [ ● ] Shares to the Stabilising Manager for the purpose of facilitating the settlement of the over-allotment of the Shares in connection with the exercise of the Overallotment Option. Save for the abovementioned Shares, the Shares held by YM InvestCo Pte. Ltd. are subject to the moratorium undertaking set out in the section entitled “General Information on Our Group – Moratorium” of this Prospectus. Any Shares that may be borrowed by the Stabilising Manager under the Share Lending Agreement will be returned by the Stabilising Manager to YM InvestCo Pte. Ltd. either through the purchase of Shares in the open market by the Stabilising Manager in the conduct of their stabilisation activities or through the exercise of the Overallotment Option by the Stabilising Manager and will thereafter be subject to the moratorium. At the conclusion of such activities, all Shares lent (if any) will be returned to YM InvestCo Pte. Ltd. and will thereafter be subject to the same moratorium undertaking.

39

SELLING RESTRICTIONS
Singapore This Prospectus does not constitute an offer, solicitation or invitation to subscribe for the Invitation Shares in any jurisdiction in which such an offer, solicitation or invitation is unlawful or is not authorised or to any person to whom it is unlawful to make such an 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 authorities of, any jurisdiction, except for the lodgement and/or registration of this Prospectus in Singapore, in order to permit an offering of the Invitation Shares and the distribution of this Prospectus in Singapore. The distribution of this Prospectus 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 Prospectus are required by our Company, the Joint Issue Managers, the Joint Global Co-ordinators, the Joint Bookrunners and the Joint Underwriters to inform themselves about, and to observe and comply with, any such restrictions at their own expense and without liability to our Company, the Joint Issue Managers, the Joint Global Co-ordinators, the Joint Bookrunners and the Joint Underwriters. Persons to whom a copy of this Prospectus has been issued shall not circulate to any other person, reproduce or otherwise distribute this Prospectus or any information herein for any purpose whatsoever nor permit or cause the same to occur. Malaysia No approval from the Securities Commission of Malaysia has been applied for or will be obtained for the making available, offering for subscription or purchase, or issuing an invitation to subscribe for or purchase, the Invitation Shares under the Capital Markets and Services Act 2007 (the “ CMSA ”). Accordingly, this Prospectus or any amendment or supplement hereto may not be distributed in Malaysia directly or indirectly for the purpose of any offer of the Invitation Shares and no person may make available, offer for subscription or purchase, or issue an invitation to subscribe for or purchase, any of the Invitation Shares directly or indirectly to anyone in Malaysia, unless the making available, offering for subscription or purchase, or issuing of such invitation to subscribe for or purchase, the Invitation Shares falls within any of the categories of transactions specified in Schedule 5 of the CMSA. No prospectus has been or will be registered with the Securities Commission of Malaysia under the CMSA. Accordingly, no person may issue, offer for subscription or purchase, make an invitation to subscribe for or purchase, any of the Invitation Shares directly or indirectly to anyone in Malaysia. Hong Kong This Prospectus does not constitute an offer to the public in Hong Kong to subscribe for the Invitation Shares. The contents of this Prospectus have not been reviewed or approved by any regulatory authority in Hong Kong. This Prospectus has not been and will not be registered with the Registrar of Companies in Hong Kong. Accordingly, except as mentioned below, this Prospectus may not be issued, circulated or distributed in Hong Kong. A copy of this Prospectus may, however, be distributed by the Joint Bookrunners and Joint Underwriters or their designated sub-placement agents to a limited number of professional investors (within the meaning of Schedule 1 of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (the “ Securities and Futures Ordinance ”)) for the Invitation Shares in Hong Kong in a manner which does not constitute an offer of the Invitation Shares to the public 40

SELLING RESTRICTIONS
in Hong Kong or an issue, circulation or distribution in Hong Kong of a prospectus for the purposes of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong) (the “ Companies Ordinance ”). The offer of the Invitation Shares is personal to the person named in the accompanying application form, and an application for the Invitation Shares will only, save in the circumstances below, be accepted from such person. An application for the Invitation Shares is not invited from any person in Hong Kong other than a professional investor to whom a copy of this Prospectus has been distributed by the Joint Bookrunners and the Joint Underwriters or their designated sub-placement agents, and if made, will not be accepted, unless the applicant satisfies the Joint Bookrunners and Joint Underwriters or their respective designated sub-placement agents that he is a professional investor as defined in the Securities and Futures Ordinance. No person to whom a copy of this Prospectus is issued may issue, circulate or distribute this Prospectus in Hong Kong or make or give a copy of this Prospectus to any other person in Hong Kong, other than their legal, financial, tax or other appropriate advisers who are subject to a duty of confidentiality to such person. The Joint Bookrunners and Joint Underwriters have agreed with our Company that they (and their designated sub-placement agents, if any) have not offered or sold, and will not offer or sell, in Hong Kong, by means of any document, any of the Invitation Shares other than (i) as permitted under the Securities and Futures Ordinance, or (ii) in circumstances which do not constitute an offer of the Invitation Shares to the public within the meaning of the Companies Ordinance.

41

CLEARANCE AND SETTLEMENT
Upon listing and quotation on the Main Board of the SGX-ST, our Shares will be traded under the book-entry settlement system of CDP and all dealings in and transactions of our Shares through the Main Board of the SGX-ST 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, other than CDP itself, will be treated, under our Articles of Association 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 a securities account with CDP may withdraw the number of Shares they own from the book-entry settlement system in the form of physical share certificate(s). Such share certificate(s) will, however, not be valid for delivery pursuant to trades transacted on the Main Board of the SGX-ST, although they will be prima facie evidence of title and may be transferred in accordance with our Articles of Association. 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 certificates. 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 certificate 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 certificates who wish to trade on the Main Board of the SGX-ST must deposit with CDP their share certificates 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 deposit fee of S$10 is payable upon the deposit of each instrument of transfer with CDP. Transactions in our Shares under the book-entry settlement system will be reflected 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 Shares that are settled on a book-entry basis. A Singapore clearing fee for trades in our Shares on the Main Board of the SGX-ST 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 GST, which is currently at a rate of 7.0%. Dealings of our Shares will be carried out in Singapore Dollars and will be effected for settlement through CDP on a scripless basis. Settlement of trades on a normal “ready” basis on the Main Board of the SGX-ST generally takes place on the 3 rd 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 an account with CDP or a sub-account with a CDP agent. The CDP agent may be a member company of the SGX-ST, bank, merchant bank or trust company.

42

USE OF PROCEEDS AND LISTING EXPENSES
Net proceeds from the Invitation The estimated amount of expenses of the Invitation and the application for listing, including underwriting and placement commission, brokerage, management, audit and legal fees, advertising and printing expenses, listing fees payable to the SGX-ST and the Authority and all other incidental expenses in relation to the Invitation is approximately S$[●] million. The net proceeds to be raised by our Company from the issue of the Invitation Shares are estimated to be approximately S$[●] million. Net proceeds from the issue of the Invitation Shares The allocation of each principal intended use of net proceeds and major expenses is set out below:− Estimated amount allocated for each dollar of the gross proceeds raised from the Invitation (cents) [●] [●]

Estimated amount (S$ million) Use of proceeds Expansion of fleet post-listing Expansion of fleet through the newbuilding and acquisition of 10 OSVs, 1 AWB and 1 ROV support vessel as part of our newbuild and fleet expansion programme, financed through pre-listing financing by UOB pursuant to the UOB Loan Agreements (1) Repayment of financing used for, inter alia , our newbuild and fleet expansion programme, to Phillip Ventures Enterprise Fund 2 Limited and Phillip Ventures Enterprise Fund 3 Limited (2) General working capital Net proceeds Invitation expenses Miscellaneous expenses, including listing fees Professional fees Underwriting commission and placement commission (3) Gross proceeds
Notes: (1)

[●] [●]

[●]

[●]

[●] [●]

[●] [●]

[●] [●] [●] [●]

[●] [●] [●] 100.0

The pre-listing financing by UOB was granted to our Subsidiary, Pacific Crest, pursuant to the UOB Loan Agreements on 6 February 2013. This financing was put in place to enable our Group to capitalise on favourable business opportunities for our newbuild and fleet expansion programme which arose prior to the intended listing of our Company. It will mature on 5 February 2016 or 3 business days after the receipt of the listing proceeds, whichever is earlier. Part of the interest component of this financing is to be satisfied by the allotment and issuance of Shares in our Company to UOB. Please see the section entitled “General Information on Our Group – Share Capital” of this Prospectus for more information. The financing by Phillip Ventures Enterprise Fund 2 Limited and Phillip Ventures Enterprise Fund 3 Limited was granted to our Company pursuant to the Convertible Loan Agreement dated 31 January 2011 and was drawn down in 3 equal tranches on 25 April 2011, 1 February 2012 and 9 April 2012. It was utilised by our Company towards capital expenditure for our newbuild and fleet expansion programme and working capital purposes, and will mature on 25 April 2014. Phillip Ventures Enterprise

(2)

43

USE OF PROCEEDS AND LISTING EXPENSES
Fund 2 Limited and Phillip Ventures Enterprise Fund 3 Limited have confirmed in writing that they will not be exercising their option to convert the loans into Shares and have elected to be repaid in cash. Please see the section entitled “General Information on Our Group – Share Capital” of this Prospectus for more information. (3) Pursuant to the Underwriting and Placement Agreement, the Joint Bookrunners and the Joint Underwriters agreed to underwrite the subscription of the Offer Shares for a commission of [●]% of the Invitation Price for each Offer Share subscribed and the Joint Bookrunners and the Joint Underwriters agreed to subscribe or procure the subscription of the Placement Shares for a commission of [●]% of the Invitation Share for each Placement Share subscribed.

Please see the section entitled “Business Strategies and Future Plans” of this Prospectus for further information on the future plans of our Group. The foregoing represents our best estimate of the allocation of our net proceeds from the issue of the Invitation Shares based on our current plans and estimates regarding our anticipated expenditures. Actual expenditures may vary from these estimates and we may find it necessary or advisable to re-allocate our net proceeds within the categories described above or to use portions of our net proceeds for other purposes. In the event that we decide to re-allocate our net proceeds from the issue of the Invitation Shares for other purposes, we will publicly announce our intention to do so through an SGXNET announcement to be posted on the Internet at the SGX-ST’s website, http://www.sgx.com. As part of its terms of reference, our Audit Committee will monitor our use of net proceeds from the Invitation. We have undertaken to announce periodically via SGXNET on the use of the net proceeds of the Invitation as and when the net proceeds from the Invitation are materially disbursed, and to provide a status report on the use of the net proceeds of the Invitation in the annual report(s) of our Company. Pending the deployment of the net proceeds as aforesaid, the net proceeds may be added to our working capital, placed as deposits with banks or financial institutions, or used for investment in short-term deposits, money market or debt instruments, as our Directors may deem appropriate in their absolute discretion. In the event that the amount set aside to meet the estimated expenses listed above is in excess of the actual expenses incurred, such expenses will be made available for our working capital purposes. In the opinion of our Directors, no minimum amount must be raised from the Invitation. Although no minimum amount must be raised from the Invitation, amounts which are proposed to be provided for the repayment to Phillip Ventures Enterprise Fund 2 Limited, Phillip Ventures Enterprise Fund 3 Limited and UOB shall, in the event that the Invitation is cancelled, be provided out of our existing credit facilities and/or funds generated from our operations. Net proceeds from the allotment of the Over-allotment Shares If the Over-allotment Option is exercised in full, the additional net proceeds (after the payment of relevant fees, commissions and expenses) which we will receive is approximately S$[ ● ] million. Such net proceeds will be used for capital expenditure and general working capital of our Group.

44

RISK FACTORS
An investment in our Shares involves risks. Prospective investors should carefully consider and evaluate each of the following risk factors and all other information set forth in this Prospectus before deciding to invest in our Shares. Some of the following risk factors relate principally to the industry in which our Group operates and the business of our Group in general. Other considerations relate principally to general economic and political conditions and the securities market and ownership of our Shares. Before deciding to invest in our Shares, you should seek professional advice from the relevant advisers about your particular circumstances. To the best of our Directors’ knowledge and belief, all risk factors that are material to investors in making an informed judgment have been set out below. The following does not state risks unknown to us now but which could occur in future, and risks which we currently believe to be immaterial. Should these risks occur or turn out to be material, they could materially and adversely affect our business, financial condition, results of operations and prospects. If any of the following risk factors or uncertainties develops into actual events, our business, financial conditions, results of operations and prospects could be materially and adversely affected. In such cases, the trading price of our Shares could decline and you could lose all or part of your investment in our Shares. This Prospectus also contains forward-looking statements having direct and/or indirect implications on our future performance. You should also consider the information provided below in connection with the forward-looking statements in this Prospectus and the warning regarding forward-looking statements at the beginning of this Prospectus. Our actual results may differ materially from those anticipated by those forward-looking statements due to certain factors including the risks and uncertainties faced by us, as described below and elsewhere in this Prospectus. Before deciding to invest in our Shares, you should seek professional advice from your advisors about your particular circumstances. GENERAL RISKS We may be affected by disruption in the global financial markets and associated impact Our results of operations and financial condition may be materially and adversely affected by conditions in the financial markets and the economies in Singapore, Asia and/or other countries or the global market. In the second half of 2008, a disruption in the global credit markets and the general slowdown in the global economy created turbulent and difficult conditions in the financial markets. These conditions resulted in much economic volatility, less liquidity, tightening of credit and a lack of price transparency in certain markets. These conditions have also resulted in the failure of a number of financial institutions in the United States of America and unprecedented action by government authorities and central banks around the world. This economic situation has been further exacerbated by the recent debt crises in Greece, Portugal, Spain, Ireland and Italy and the potential impact of these crises have on the rest of Europe and the world. It is difficult to predict the extent to which global markets are affected by these conditions and the extent and nature of such effects on our markets and business. The continuation or intensification of such disruptions may lead to additional adverse effects including, amongst others, lack of availability of credit to businesses, and could lead to a further weakening of the global economies. Any prolonged downturn in general economic conditions would present risks for our business, such as a potential slowdown in the chartering of our offshore vessels, provision of our services and sale of equipment to customers.

45

RISK FACTORS
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, financial performance and prospects. The global economic situation as well as any political crisis in oil producing countries or regions may produce drastic impact on the price of oil. This would in turn have an impact on the oil and gas industry which may result in the demand for the chartering of our offshore vessels, our services or equipment being adversely impacted. RISKS RELATING TO OUR INDUSTRIES We are dependent on the global offshore oil and gas industry Our customer base mainly comprises companies operating in the global offshore oil and gas industry. As such, our business and financial performance are highly dependent on the level of activities in the exploration, development and production of oil and gas as well as capital expenditure in the global offshore oil and gas industry. The level of activity in the global offshore oil and gas industry is in turn affected by oil and gas prices and expectations of potential changes in such prices. Oil and gas prices are affected by various factors, including the following:− (a) (b) (c) (d) (e) the global economy and economic growth; the actual and perceived changes in the demand and supply of oil and gas; the costs of exploring for, producing and delivering oil and gas; the economic state and political climate in major oil and gas producing regions; the ability of the Organisation of the Petroleum Exporting Countries (OPEC) and other petroleum producing nations to set and maintain production levels and prices; the changes in weather conditions which affect the production of oil and gas; and government policies and regulations, including energy and resources policies as well as environmental and safety regulations.

(f) (g)

However, if there is a significant reduction in the level of offshore exploration activities or if there is a reduction in the demand for oil and gas, the results of our operations and financial position will be adversely affected. In addition, government policies which impose restrictions on the activity of oil and gas companies could also reduce the activity of oil and gas companies, thereby affecting demand for the chartering of our offshore vessels, our services or equipment in that region. We are affected by the supply of vessels in the industry and fluctuations in charter rates for vessels The supply of offshore vessels in the industry is determined by the independent assessment of the demand for and supply of vessels by offshore support operators. An over-estimation of demand may result in an excess supply of vessels. This may result in lower charter rates and depress the values of our offshore vessels, which may adversely affect our financial performance and financial position. In addition, the charter rates of vessels are affected by conditions such as trade, environmental and weather conditions as well as political situations in the countries where our customers’ operations are located.

46

RISK FACTORS
If there are any adverse developments in the markets where we operate, such as a significant increase in the supply of vessels and a corresponding reduction in charter rates, the demand for our vessels and the revenue from our Offshore Support Services Business would decline. This may adversely affect our operations and financial position. We are subject to substantial hazards and risks inherent in our offshore support operations The operations of our offshore vessels are exposed to inherent risks of marine disasters such as oil spills, collisions resulting in damage to and/or loss of vessels as well as the equipment and offshore structures which are carried onboard our vessels, property loss and interruptions to operations caused by adverse mechanical failures. In the event of an oil spill or equipment and offshore structures which are lost or damaged, we may incur liability for containment, cargo losses, clean-up and salvage costs and other damages. We may also be liable for damages sustained in collisions and wreck removal charges arising from the operations of our offshore vessels. Our vessels may be involved in accidents, resulting in damage to or loss of vessels, equipment or offshore structures for which we may be exposed to claims from third parties. We may also be liable for substantial fines and penalties imposed by the authorities of the jurisdictions in which we operate. Any of such events will disrupt our business and result in a reduction in revenue and profits or increased costs. While we are insured against oil spills, damage to and/or loss of vessels as well as equipment and offshore structures which are carried onboard our vessels, there can be no assurance that all risks can be adequately insured against all potential liabilities or that any insured sum will be paid, or that our insurance policies relating to these risks would be renewed. In the event of damages or losses in excess of our insurance coverage or in the event that we are unable to renew our insurance policies in relation to the risks relating to such losses, we may be required to make material compensation payments. As such, the results of our operations and our financial position may be adversely affected. In addition, as our offshore vessels operate offshore and our subsea operations are performed offshore, our business is generally vulnerable to weather and environmental conditions in the regions in which we operate. Adverse changes in weather and environmental conditions, and the occurrence of natural disasters such as tsunamis, typhoons and earthquakes may cause damage to our vessels. Even in a normal working season in a particular region, adverse weather conditions or adverse site conditions such as strong currents, rough sea states, impaired visibility and extreme seabed conditions may occur which may result in lower productivity and delays in the completion of a lumpsum subsea project by us. Where such contingencies have not been taken into account, we may face cost overruns due to the delays and/or have to mobilise additional assets or personnel which may have an adverse impact on our margins. We are exposed to potential liability arising from damage to property and injury or death to personnel Due to the nature of our operations, our employees or third parties may be involved in accidents on our or third parties’ premises or vessels. These accidents may occur as a result of fires, explosions or other incidents which may result in injury or death, or damage to property or vessels. We may be liable, whether contractually or under the law, for any or all of such loss or damage or injury or loss of life. In the event that our insurance policies do not adequately cover our liabilities arising from an accident, we would be liable for the claims which are in excess of our insurance coverage and this will adversely affect our financial performance and position. In addition, we and our charterers, their contractors or sub-contractors, have under certain contracts waived our mutual right of claim or recovery against each other in respect of any loss of or damage to our vessels, property or equipment, economic loss suffered by us, injuries to or death of any persons arising out of any act, omission or default on the part of our charterers, their contractors 47

RISK FACTORS
or sub-contractors. In the event that this occurs and we are unable to claim against our insurers in respect of any of the aforesaid loss or damage, our financial performance and position may be adversely affected. On 31 March 2012, one of our Group’s anchor handling tugs, Crest Titan 2, was involved in an incident which resulted in the death of two persons. Crest Titan 2 was en route under compulsory pilotage to a bunkering location, when it met with a collision with a third party cruiser, which resulted in the death of two men on board the third party cruiser. Our Group has rendered full assistance to and co-operation with the relevant authorities since the date of the incident. A coroner’s inquiry was convened on 26 April 2013 and the coroner confirmed that the causes of death of the two men were by drowning. In addition, even though not technically within the coroner’s scope for the inquiry, the coroner also observed that (a) the third party cruiser owner had not given a proper safety briefing before its departure and a proper lookout was not maintained; and (b) expressed disappointment with Crest Titan 2’s designated bridge watch crew on duty at the time of the incident. However, the coroner’s observations are not binding in any potential proceedings. As at the Latest Practicable Date, to the best of our Company’s knowledge, there were no further or ongoing investigations in relation to the incident which occurred on 31 March 2012 by any regulatory authority. However, we wish to highlight that a claim of S$50,000 had been made by the owner of the cruiser for damage to the cruiser and loss of property onboard the cruiser on 28 August 2013. Our Company, through our relevant Subsidiary, is disputing the claim and if our relevant Subsidiary is found to be liable for the full amount of the claim, the amount will be covered under our existing insurance policies. Our Company is also of the view that the amount claimed is not material in relation to our Group’s financial position or profitability. This was the first time that any of our vessels have been involved in such an incident and, while we are of the view that our crew carried out their duties, an independent tribunal may take a differing view of the matter. Our Group may face potential claims from, amongst others, the families of the two persons for the loss of lives. In the event that our insurers are ultimately of the view that any claims relating to this incident are not covered under our existing insurance policies, we may have to bear the responsibility in connection with such claims and this may have an adverse effect on our financial performance. We are subject to risks associated with the regulatory environment in which our customers operate and we may be unable to maintain our safety and environmental standards Our operations are subject to laws and regulations that relate directly or indirectly to the oil and gas and maritime industries, including those relating to the discharge of oil or other contaminants into the environment and protection of the environment. In particular, we are required by our customers, governments and regulatory agencies to maintain certain health, safety and environmental standards in the course of providing our services. In the event of any change in these standards, we may have to incur additional expenses to comply with such changes. Any failure to maintain standards may result in the cancellation of our present contracts, not being awarded new contracts or regulatory authorities imposing fines, penalties or sanctions on us, revoking our licenses and permits or prohibiting us from continuing our operations, each of which could have an adverse effect on us. A failure to maintain health, safety and environmental standards could also result in injuries, death, damage to property and to the environment, and liability or damage to our reputation. The other laws and regulations in the regions in which our customers operate may require our customers to meet certain standards and impose liabilities if these standards are not met. Though we may not be directly regulated by these laws and regulations, there is no assurance that any non-compliance by our customers with such laws and regulations will not indirectly affect us, for 48

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example, any such non-compliance could result in an arrest of our vessels. In addition, the liabilities and risks imposed on our customers by such laws and regulations may adversely impact demand for our services or impose greater liabilities and risks on us, which may also have an adverse effect on our profit margins, results of operations and financial position. There may also be new policies, laws or regulations in such regions imposed on businesses involved in the offshore marine business which we may not be aware of and hence fail to comply with. In such an event, we may not be able to provide services or fulfil contracts with our customers on time or at all. Any modification of existing laws or regulations or adoption of new laws or regulations may also increase our costs of compliance and this may have an adverse effect on our results of operations and financial position. We operate in a competitive market The offshore support services market is competitive. We face competition from other local and international offshore shipping companies. We expect to face increased competition from existing competitors and any new entrants into the market in the future. Competitive factors include price and quality of services offered by other offshore support operators and the quality and availability of vessels. Some of our competitors have bigger fleets, longer operating histories and/or greater financial, technical, marketing and other resources and could therefore be in a better position to expand their business and market share. They may also engage in aggressive pricing which will necessitate us lowering our charter or service fees significantly in order to secure contracts, thereby lowering our gross profit margins and/or affecting our cash flows. We face similar competitive factors in our Subsea Business and Complementary Businesses. Accordingly, if we are required to reduce the pricing of our services (without any corresponding reduction in costs) in order to retain our existing customers and attract new customers, our profitability would be adversely affected and this may have an adverse effect on our business, financial performance and financial condition. Our vessels are exposed to security threats and piracy Our vessels operate in regions in which vessels may encounter incidences of security threats such as piracy, terrorist attacks, wars, insurgency and internal strife. If such events affect any of our vessels such that our vessels are seized, destroyed or damaged, our operations will be affected and this may adversely impact our financial performance and financial condition. Furthermore, any incidences of security threats may result in substantial increases in our insurance premiums, thereby affecting our financial performance. We operate in regions with volatile and unpredictable political, legal, regulatory and economic environments We are an international business, and some of our operations are located in regions or countries where the political, legal, regulatory, social and economic environments can be volatile and unpredictable. In particular, a number of the vessels are deployed in Africa, Indonesia, Myanmar and Brazil. Our operations in these and other international markets are subject to various risks, including those relating to political and social instability, war or civil unrest, terrorist activity, general downturns in economic conditions, governmental actions or interventions (including tariffs, protectionist measures and subsidies), regulatory and taxation changes (including the imposition of unexpected taxes, tariffs or other payments), difficulties or delays in obtaining or renewing relevant permits or consents, cancellation of contractual rights and a difficulty or inability to enforce these rights or to obtain redress in the relevant courts, expropriation of assets, and an

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inability to repatriate profits or dividends. The occurrence of any of these events or of any other similar events relating to our international business activities may have a material adverse effect on our business, financial condition and results of operations. RISKS RELATING TO OUR BUSINESS Failure to secure new charters or subsea projects or termination of existing charters or subsea projects will affect the profitability of our Group Our Offshore Support Services Business and Subsea Business are generally undertaken on a project basis to our end-customers, or through main contractors, who are generally major oil and gas companies. There can be no assurance that our customers will continue to engage our services for future charters or projects. If we fail to secure new charters or subsea projects from these customers, our revenue may decline. In addition, our customers may demand vessels equipped with greater technical capabilities and larger capacities to support their operations. Our future growth may therefore be limited by our ability to meet such requirements. In the event that the capabilities of our vessels are not able to meet such requirements, some of our customers may charter vessels from our competitors. This lack of capabilities of our vessels may result in our Group not being able to secure new contracts and/or result in the loss of our existing customers, which may have an adverse effect on our business and financial performance. Typical terms for our charter contracts may vary from less than one (1) month to a few years. However, these charter contracts may be prematurely terminated upon the occurrence of certain events. Events of termination vary for each charter contract and include a breach of contract by us, events of force majeure , loss or seizure of the vessel(s), unavailability of the vessel(s) due to any reason whatsoever for specified periods of time, cessation or decommissioning of drilling operations by the charterer or upon notice of termination being given by the charterer for any reason whatsoever. Further, the charter rates payable under the charter contracts may be reduced or suspended due to various reasons that vary with each charter contract. Such reasons include a breach of contract by us, the lay-up of the vessel(s) at the charterer’s option, request for suspension by the charterer, loss or seizure of the vessel(s), events of force majeure or any other reasons which render the vessel(s) unavailable for deployment for specified periods of time. If any of such events occur, our revenue will be reduced and our financial performance may be adversely affected. Demand for our services would also depend on our customers’ ability to secure new charters or subsea projects. If our customers are unable to secure new charters or subsea projects, and/or their secured charters or subsea projects are delayed or prematurely terminated, our business and financial performance may be adversely affected. In addition, if for any reason we are not able to re-deploy our offshore vessels for a period of time upon expiry or early termination of the existing charter contracts or subsea projects, or negotiations over the terms of the charter contracts or subsea projects are protracted, or the charter contracts are renewed or the subsea projects are extended on less favourable terms, our financial performance may be materially and adversely affected.

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The utilisation of our fleet of vessels across different vessel categories may not be optimal. For example, utilisation rates in FY2012 for DSVs and AWBs were low, as we only commenced our Subsea Business in FY2011 and one of our AWBs was being refurbished. Please refer to the section entitled “General Information on Our Group – Our Operating Assets and Utilisation Rates” of this Prospectus for more information. We depend on our key personnel for our business and its continued growth and success Our continued success is dependent on our ability to retain the services of our key management. In particular, Mr Pang Yoke Min, our Executive Chairman, and our Executive Director, Mr Mok Weng Vai, are veterans in the offshore marine industry and their standing within the community gives our Group an even better reputation. The loss of the services of our key management without suitable and timely replacements may lead to the loss or deterioration of important business relations which may have an adverse impact on our business operations, profitability and the future prospects of our Group. Our business is capital intensive and dependent upon the availability of financing We operate in a capital intensive industry and the further expansion of our business requires significant additional capital. As part of our future plans, we intend to increase and renew our fleet of vessels and expand our business operations into more foreign jurisdictions. Our growth plans are limited by our ability to secure financing which, in turn, may affect our ability to compete effectively in the industry. We presently source for such capital for our business primarily through a combination of internal cash and external debt financing. Failure to raise the required capital in future on acceptable terms, or at all, will limit our expansion and growth which, in turn, may affect our ability to compete in the offshore support services industry. We may, from time to time, obtain additional capital through equity or debt financing to fund our future capital expenditures. Financing through the issue of new equity securities may result in the dilution to the holders of our Shares and such new equity securities may have rights, preferences or privileges senior to those of existing Shareholders. The terms of our debt financing arrangements may require us to pledge collateral to our lenders and may contain restrictive financial covenants or covenants which would increase our costs or limit our ability to operate or expand our business in the manner we would otherwise choose. We may not be able to raise the additional capital required to fund our operations and our growth, which would have a material adverse effect on our business, results of operations and prospects. Further, should our Group breach any financial or other covenants contained in any of our financing agreements, we may be required to immediately repay our borrowings, together with any related costs or the relevant vessel may be seized by the financial institution as part of the security entered into for such debt financing arrangements. These events will adversely impact our business, results of operations and prospects. While we have so far been able to borrow the funds necessary to finance operations in the current market environment, prolonged disruptions to the credit markets could limit our ability to borrow funds from our current funding sources or cause our continued access to funds to become more expensive. These market conditions may also limit our ability to replace, in a timely manner, maturing liabilities and access the capital necessary to grow our business. As such, we may be forced to delay raising capital or pay unattractive interest rates, thereby, increasing our interest expense, decreasing our profitability and significantly reducing our financial flexibility. 51

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We have experienced and may continue to experience negative working capital and we face risks associated with high debt financing We had negative working capital of US$38.4 million, US$68.9 million, US$34.7 million and US$38.7 million as at 31 December 2010, 31 December 2011, 31 December 2012 and 30 June 2013 respectively. This was primarily due to the nature of our business and past business expansion. We primarily used loans to fund the acquisition and construction of offshore vessels (the “ Vessel Term Loans ”) which are recorded as non-current assets. Vessel Term Loans are generally repayable in 5 years, which is significantly shorter than the useful lives of offshore vessels which generally exceed 25 years. As a result of the mismatch in the recording of the current portion (due within one year) of the Vessel Term Loans as current liabilities, and the recording of vessels constructed and/or acquired as non-current assets, our Group recorded net current liabilities during the Period Under Review. Our total banking and credit facilities outstanding as at the Latest Practicable Date was US$389.0 million. As such, we have significant obligations to service our borrowings and may continue to face high debt levels in the future due to the future expansion plans and requirements for additional working capital. Our obligations under these borrowings have been mainly met through the cash flow from our operating activities and our financing activities. As such, we are subject to risks normally associated with debt financing, including the risk that our cash flows will be insufficient to meet required payment of principals and interests. In addition, while in the past, cash flow from our operating activities has been sufficient to meet payments to the financial institutions, there is however no assurance that we are able to do so in the future. Also, we may underestimate our capital requirements and other expenditures or overestimate our future cash flows. In such an event, additional capital, debt or other forms of financing may be required for our working capital. If any of the aforesaid events occur and we are unable for any reason to raise additional capital, debt or other financing to meet our working capital requirements, our business, operating results, liquidity and financial position will be adversely affected. Please refer to the sections entitled “Capitalisation and Indebtedness” and “Management’s Discussion and Analysis of Results of Operations and Financial Position – Negative Working Capital” of this Prospectus for more information. We are dependent on the availability of crew and we face the risk of increases in the costs of our crew Our business is dependent on the crew that operate our vessels. Most of these crew members are contracted to work for us on a term basis, and are not on our permanent payroll (please see section entitled “Directors, Management and Staff – Employees” of this Prospectus). Due to the limited pool of such crew, we encounter competition from other offshore vessel operators in relation to their hiring. In the event there is a shortage in the availability of such crew, we may have to increase their wages, which may result in higher costs being sustained by us. In the event that we are not successful in maintaining the pool of crew members required by our operations, our business will be disrupted and our financial performance may be adversely affected. Our crew costs account for a significant portion of our total operational costs. Any increase in our crew costs will also reduce our profit margin and our financial performance will be adversely affected.

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We face risks arising from any significant downtime of vessels or equipment Any prolonged and significant downtime of our vessels or equipment may cause major disruptions to our operations. This may be so when we operate at or close to maximum capacity and such vessels or equipment have to be sent for extensive servicing or repair instead of being utilised for operations. In the event we are affected by such prolonged and significant downtime of our vessels or equipment, our operations and financial performance may be adversely affected. Further, any major disruption to our operations due to uncontrollable external factors such as fires or other calamities may adversely affect our financial performance. We face the risk of third party shipyards and suppliers failing to deliver or perform their contractual obligations In our business, we depend on third party shipyards and suppliers for timely delivery of our offshore vessels, equipment and services. Therefore, we may face the risk of third party shipyards and suppliers not being able to deliver on time, delayed delivery due to non-compliance with the specifications and/or non-delivery of our offshore vessels, equipment and services. In the event we are unable to find an alternative shipyard or supplier, this may affect our obligations to our customers. In such circumstances, our operations and financial performance may be adversely affected. We are exposed to credit risks and risks arising from credit terms extended to our customers We are exposed to payment delays and/or defaults by our customers who are granted credit terms. Our financial position is dependent on the credit worthiness of our customers. In general, we extend a credit term of up to 60 days to our customers. For the Period Under Review, we had written off bad debts amounting to US$158,396 and US$214,514 in FY2012 and HY2013 respectively. Please refer to the “General Information on Our Group – Credit Management” section of this Prospectus for more details. We are exposed to the risk of bad debts as well as the credit risks of our customers. We are also exposed to credit risks due to the inherent uncertainties in our customers’ business environment. These include political, social, legal, economic and foreign exchange risks, as well as those arising from unanticipated events or circumstances. As a result, we may encounter customers who may have cash flow problems and/or are unable to pay us on time or at all. In such an event, our profitability may be adversely affected through allowance for the impairment of receivables. We may not be able to successfully implement our future plans and need to manage our expansion Our future plans (as set out in the section entitled “Business Strategies and Future Plans” of this Prospectus) involve numerous risks, including, but not limited to, the incurrence of substantial working capital requirements, capital expenditure and financial resources. Various factors such as general economic conditions, market sentiment, market competition and availability of our resources, may affect our future plans and growth prospects. There is no guarantee that we will be able to implement these plans, or that the implementation of these plans will achieve revenue that will be commensurate with our investment costs. If we fail to achieve a sufficient level of revenue or if we fail to manage our costs efficiently, we will not be able to recover our investment and our future financial performance and financial condition may be adversely affected.

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In addition, our future operating results will depend on our management’s ability to manage our growth, including controlling costs and expanding our fleet of vessels and facilities, and their capacity utilisation. There is no guarantee that the increased fleet of vessels and facilities will lead to an increase in our profits. Our ability to maintain or increase our profitability will continue to depend, in part, on our ability to generate increasing revenues and to maintain or increase the utilisation rates of our vessels and facilities. The usage of our expanded fleet of vessels and facilities, if not effectively managed, may result in the inefficient use of the vessels and facilities and this may adversely affect our financial performance. The Logindo IPO on the IDX may not proceed as planned or PT Logindo may not achieve its target growth post-listing One of our Associated Companies, PT Logindo, is in the process of listing on the IDX (please refer to the section entitled “Business Strategies and Future Plans” of this Prospectus). However, this listing is subject to, inter alia , regulatory approvals, as well as the market conditions prevailing at the time immediately before the Logindo IPO. Depending on the prevailing market conditions then, the Logindo IPO may not proceed or achieve its desired valuation. Alternatively, PT Logindo may not be able to achieve the future plans and growth contemplated to result from the Logindo IPO. If PT Logindo fails to achieve a sufficient level of revenue or financial performance after its listing, the profits generated by PT Logindo that are attributed to our Group may be reduced and this may adversely affect our future financial performance. We could incur losses under our lump sum contracts as a result of cost overruns, delays in delivery or failures to meet contract specifications Some of our charters and contracts are negotiated on a lump sum basis. We attempt to forecast costs of labour and services when we enter into our lump sum contracts and retain all cost savings on completed contracts but we are liable for the full amount of all cost overruns. The actual costs incurred and profits we realize on a lump sum contract may vary from our estimates due to factors such as:− (a) (b) unanticipated variations in labour and equipment productivity over the term of a contract; unanticipated increases in labour, supplies and overhead costs, including as a result of bad weather; and delivery delays.

(c)

Depending on the size of the project, variations from estimated contract performance could significantly reduce our earnings, and/or could result in losses, during any fiscal quarter or year. There is no assurance that these contracts, if secured, can be completed profitably. As an illustration, we recorded share of losses of US$4.2 million and US$8.0 million in FY2011 and FY2012, respectively, under certain lump sum contracts entered into by Consolidated Pipe Carriers, which was previously an Associated Company, as a result of cost overruns. Please refer to the section entitled “Management’s Discussion and Analysis of Results of Operations and Financial Position − Share of Results of Associated Companies” of this Prospectus for more information. Significant cost overruns on our lump sum contracts may have a material adverse effect on our business, financial condition, results of operations and prospects.

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We may be affected by foreign exchange fluctuations Our foreign exchange risk arises mainly from the mismatch between the currency of our receipts and the currency of the payments we make. To the extent that our receipts and payments are not denominated in the same currency, we may be exposed to foreign exchange fluctuations. Any significant fluctuations in the exchange rates of the currencies in which we transact business could cause us to incur foreign exchange losses. We may enter into foreign currency forward contracts, where necessary, to hedge our exposure to foreign currency fluctuations. However, there is no assurance that we will be able to successfully hedge all foreign currency exposures. We are subject to the risk of insufficient insurance coverage for our vessels and projects We are insured against loss of the vessels that we own and we procure additional insurance cover for risks related to each specific project that we undertake. Although our liability to customers is generally limited to the amount of loss covered by a corresponding insurance policy, our Group may, in certain circumstances, be liable to cover the amounts claimed if the insurance coverage is insufficient or the losses are not covered by the insurance policies we have taken up. In cases where we are not included as a co-insured in insurance policies, insurance companies may also seek recourse against us. Events such as wars, terrorist attacks and natural disasters in the countries or regions where we and our customers operate may result in limitations on or withdrawal of insurance coverage by our insurers. If we are unable to secure adequate insurance coverage for our vessels, we cannot operate our vessels. All chartering contracts entered into by our Group have minimum insurance requirements for the relevant vessels, depending on the nature and scope of the services to be provided. For most of our chartering contracts, our Group’s existing insurance policies are sufficient to meet such contractual requirements. However, whenever such contractual requirements deviate from the terms of our existing insurance policies, additional insurance coverage will have to be purchased. If our Group does not purchase such additional insurance coverage, we would not meet the requirements of those chartering contracts and as a result, will not be able to operate the vessels for those charters. This may adversely affect the results of our operations and our financial position. We are exposed to risk in respect of outbreaks of communicable diseases which, if uncontrolled, could affect our financial 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. In addition, an outbreak in countries where our shipyards are located may affect their ability to meet their obligations to deliver the vessels that have been contracted to be built. This may materially and adversely affect our business, results of operations and financial performance. Our Subsea Business has a limited operating track record Our Subsea Business commenced operations in 2011 when our Group started to charter our DSVs to our customers. In addition, in FY2012, we acquired PT Marine Engineering, which had commenced operations in 2007 under its previous management. Please refer to the sections entitled “General Information on Our Group – Our History and Development” and “General Information on our Group – Subsea Business” of this Prospectus for more information. As this business segment has a limited operating track record, our historical financial information for the Subsea Business may not provide a sufficiently meaningful basis for investors to evaluate the business, financial performance and prospects for this business segment.

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The development of our new Ship Repair and Marine Equipment Facility is subject to certain risks The development of our new Ship Repair and Marine Equipment Facility may require substantial capital investments or cash outlay. Whilst we are financing this facility through internal resources and existing bank loans, there is no assurance that continued financing, either on a short-term or a long-term basis, will be made available or, if available, that such financing will be on commercially reasonable terms. In addition, any additional debt funding may restrict our freedom to operate our business as it may have conditions that (a) limit our Group’s ability to pay dividends or require us to seek consents for the payment of dividends; (b) increase our Group’s vulnerability to general adverse economic and industry conditions; (c) require our Group to dedicate a portion of our cash flow from operations to repayments of our Group’s debt, thereby reducing the availability of our Group’s cash flow for capital expenditures, working capital and other general corporate purposes; and (d) limit our Group’s flexibility in planning for, or reacting to, changes in the Group’s business and industry. In the event that we are not able to complete the development of our Ship Repair and Marine Equipment Facility, this may materially and adversely affect our financial performance because of the debt funding and costs which we have incurred. Our Group may not be able to benefit from the additional revenue and cost savings from the operation of the Ship Repair and Marine Equipment Facility. In addition, our Group may be required to write off our investment in the Ship Repair and Marine Equipment Facility if the development of the facility is terminated or cancelled. RISKS RELATING TO LAWS AND REGULATIONS We are subject to various international conventions governing the shipping industry We are subject to various conventions under the IMO, as described under Appendix H – “Summary of the Relevant Laws and Regulations” of this Prospectus. Compliance with such conventions adds to our cost of operations. From time to time, the IMO may adopt new conventions which our vessels need to comply with. If such conventions become more stringent in the future and/or additional compliance procedures are introduced, our cost of operations may increase. If we are unable to comply with such conventions, our vessels may not be allowed to operate. This may have an adverse effect on our business, financial performance and financial condition. We are subject to appraisal and certification standards issued by relevant authorities Pursuant to the ISM Code (as described under Appendix H – “Summary of the Relevant Laws and Regulations” of this Prospectus), companies which have complied with the requirements of the ISM Code are issued with a document of compliance (by the relevant government authorities of the jurisdictions in which their vessels are registered). Our vessels are also subject to assessment by independent certification organisations for compliance with the requirements of MARPOL (as described under Appendix H – “Summary of the Relevant Laws and Regulations” of this Prospectus). The relevant authorities have the right to conduct inspections of our vessels to ensure that we continue to comply with the relevant standards. Any material failure to comply with the standards or any changes in the standards which are implemented from time to time, may cause our certifications to be withdrawn. Our customers in the offshore oil and gas industry typically require

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the vessels which we provide to bear certain certifications. If the certifications are withdrawn, we would not be able to supply the vessels to our customers. This may adversely affect our business, financial performance and financial condition. We are subject to the laws and regulations of the jurisdictions in which our vessels are registered and the countries in which our vessels operate Our vessels are registered in Singapore, Indonesia, Malaysia, Panama, St. Kitts & Nevis and Brazil. Some of these jurisdictions and the countries in which our vessels operate have laws and regulations which we are required to comply with. In particular, some of these countries impose cabotage regulations (please refer to Appendix H – “Summary of the Relevant Laws and Regulations” of this Prospectus) which restrict operations of foreign-owned vessels. As an example, our Group charters some of our non-Indonesian flagged vessels to customers in Indonesia. This is currently permitted under certain exemptions relating to Indonesian cabotage regulations. When such exemptions expire, our Group’s revenue and financial performance may be adversely affected. If we are unable to comply with the relevant laws and regulations, our vessels may not be allowed to operate and our business would be adversely affected. The need to comply with new laws and regulations may increase our cost of operations. This may have an adverse effect on our business, financial performance and financial condition. Countries such as Malaysia, Indonesia and Brazil may in the future require us to apply for licences or operate under new laws and regulations that may impose onerous conditions on the conduct of our operations. If we cannot obtain the relevant licences or comply with the requirements of new laws and regulations, we may not be able to continue with our operations in these countries. This may have an adverse effect on our business, financial performance and financial condition. In addition, our 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 or non-renewal of any of our licences and permits, we may not be able to carry out our operations. In such event, our business, financial condition, results of operations and prospects may also be materially and adversely affected. Risks relating to the overseas businesses of our Group Our Group has operations and investments in various countries, including Indonesia, Malaysia, Brazil and Mozambique. Accordingly, our Group’s business, financial condition, results of operations and prospects are subject to and dependent on a variety of factors, including: (a) inflation, changes in interest rates and general economic conditions in such regions; (b) the occurrence of any civil unrest, military conflict, terrorism, changes in political climate and other security concerns; (c) changes in legal and regulatory conditions; (d) changes in duties payable and taxation rates; (e) changes in or promulgation of any guidelines concerning ownership of equity interest that our Group may be subject to; (f) the occurrence of any natural disasters; (g) imposition of restrictions on foreign currency conversion or the transfer of funds; or (h) expropriation or nationalisation of private enterprise or confiscation of private property or assets. Should any of the aforesaid risks materialise in any of the countries in which our Group has operations or investments and our Group is unable to adapt our business strategies or operations accordingly, our business, financial condition, results of operations and prospects may be materially and adversely affected. 57

RISK FACTORS
We are subject to various international and local environmental protection laws and regulations Our vessels and our operations are subject to various international and local environmental protection laws and regulations (as described under Appendix H – “Summary of the Relevant Laws and Regulations” of this Prospectus). Such laws and regulations are becoming increasingly complex and stringent and compliance may become increasingly difficult and costly. Some of these laws and regulations may expose us to liability for the conduct of others, or for our acts, even if such acts have complied with all applicable laws at the time of performance. For instance, we may be required to pay significant fines and penalties for non-compliance. Some environmental laws impose joint and several strict liability for cleaning up spills and releases of oil and hazardous substances, regardless of whether we were negligent or at fault. Environmental protection laws and regulations may also have the effect of curtailing offshore exploration, development and production activities by our customers. This would reduce the demand for our services, which may have an adverse impact on our business, financial performance and financial condition. We are affected by changes in the tax law in Singapore which is applicable to income from our vessels registered under the Singapore flag Pursuant to Section 13A of the Income Tax Act, Chapter 134 of Singapore, income derived from the operation of our Singapore-flagged vessels in international waters is exempted from income tax in Singapore. Any changes in the current tax law in Singapore applicable to the taxation of shipping income may adversely affect the amount of income tax payable by our Group and may have an adverse impact on our financial results. We operate in legal systems where the application of various laws and regulations may be uncertain As some of the countries we operate in are still considered developing nations, their legal and regulatory regimes may be less certain than other markets and may be subject to unforeseen changes. At times, the interpretation or application of laws and regulations may be unclear and the content of applicable laws and regulations may not be immediately available to the public. Under such circumstances, consultation with the relevant authorities may be necessary to obtain a better understanding or clarification of applicable laws and regulations. While our Group’s practice is to seek legal advice (and opinions, where practicable) prior to entering new markets, there is no guarantee that a legal position adopted will not be challenged by the local authorities. The administration of laws and regulations by local courts in such jurisdictions may be subject to considerable discretion. As relatively few disputes relating to commercial matters and modern financial transactions and instruments may have been brought before the courts of such jurisdictions, such courts do not necessarily have the experience of courts in other jurisdictions. There is no certainty as to how long it will take for proceedings in these courts to be concluded, and the outcome of proceedings in these courts may be more uncertain than that of similar proceedings in other jurisdictions. Accordingly, we may not be able to obtain timely and equitable enforcement of our legal rights. The administration of laws and regulations by local government agencies in the jurisdictions in which we operate may similarly be subject to considerable discretion. Any unforeseen changes in the tax interpretations by the local tax authorities in relation to our operations (which may or may

58

RISK FACTORS
not have retrospective effect) may have a significant impact on our tax exposure. In such an event, our Group may be exposed to tax liabilities such as underpaid tax and resulting penalties, which may adversely affect our results of operations and financial position. Consequently, the uncertainty regarding the application and enforcement of various laws and regulations to our business, may have a material adverse effect on our business, financial condition, results of operations and prospects. Growing regional autonomy creates an uncertain business environment for us and may increase our costs of doing business In response to a rise in demand for and assertion of autonomy by local governments in Indonesia, the central government of Indonesia has devolved some autonomy to local governments, allowing the imposition by such local governments of taxes and other charges on businesses within their jurisdiction and often requiring local participation and investment in such businesses. Increased regional autonomy may increase regulation of our business and increase taxes and other costs of doing business, all of which may have a material adverse effect upon our business, prospects, financial condition, cash flows and results of operations. RISKS RELATING TO INVESTMENT IN OUR SHARES Our Directors, Controlling Shareholder and their Associates will retain majority control over our Group after the Invitation Upon the completion of the Invitation, our Directors, Mr Mok Weng Vai, Mr Lau Boon Hwee and Mr Yong Yin Min, and our Controlling Shareholder, YM InvestCo Pte. Ltd., and their Associates will, in aggregate, beneficially own approximately [ ● ]% of our Company’s post-Invitation share capital. As a result, these parties, if they act together, will be able to exercise significant influence over all matters requiring Shareholders’ approval, including the election of Directors and the approval of significant corporate transactions. They will also have veto power with respect to any Shareholders’ action or approval requiring a majority vote except where they are each required by the rules of the Listing Manual to abstain from voting. Examples of matters which the abovementioned parties can veto include the alteration of the memorandum or articles of association of our Company, the winding-up of our Company, certain methods of Share repurchases by our Company, amalgamation of our Company with another company, change of name of our Company, converting our Company from a public to a private company and the reduction of the Company’s share capital. Such concentration of ownership will place these major Shareholders in a position to affect significantly our corporate actions such as mergers or takeover attempts (notwithstanding that the same may be synergistic or beneficial to our Group) in a manner that could conflict with the interest of public shareholders. Our Share price may be volatile in the future The price of our Shares after the Invitation may fluctuate widely, depending on many factors, including:− (a) changes in market valuations and share prices of companies with similar businesses to our Group that may be listed in Singapore; announcements of significant acquisitions, strategic alliances or joint ventures; fluctuations in stock market prices and trading volume; 59

(b) (c)

RISK FACTORS
(d) (e) (f) (g) (h) involvement in material litigation; addition or departure of key personnel; success or failure of management in implementing business and growth strategies; variations in operating results; changes in securities analysts’ recommendations, perceptions or estimates of our Group’s financial performance; general changes in rules/regulations with regard to the industries that our Group operates in, including those that affect the demand for our Group’s services; and changes in conditions affecting the industries in which our Group operates, such as the general economic conditions or stock market sentiments or other events or factors.

(i)

(j)

Investors in our Shares would face immediate and substantial dilution to the book value per Share The Invitation Price of our Shares is substantially higher than the NAV per Share of approximately S$[ ● ] as at 30 June 2013 after adjusting for the estimated net proceeds from the issue of the Invitation Shares and the UOB Shares and based on the post-Invitation issued share capital. If we were liquidated for 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 Prospectus. We may require additional equity funding which may dilute your interests We may require additional equity funding for our future equity or equity linked growth, investments, capital expenditure and working capital. An issue of Shares or other securities to raise funds will dilute Shareholders’ equity interests and may, in the case of a rights issue, require additional investments by Shareholders. Further, an issue of Shares below the then prevailing market price will also affect the value of the Shares then held by an investor. Dilution may occur in shareholding terms even if the issue of shares is at a premium to the market price. If we are unable to secure additional funds when required to meet our business requirements, we may not be able to fully implement our future plans. Substantial future sale of Shares could adversely affect the market price of our Shares Any future sale or availability of our Shares in the public market can have a downward pressure on our Share price. The sale of a significant amount of Shares in the public market after the Invitation, or the perception that such sale may occur, could materially and adversely affect the market price of our Shares. Except as otherwise described under “General Information on Our Group – Moratorium” of this Prospectus, there will be no restriction on the ability of our substantial shareholders to sell their Shares either in the public market or otherwise. If our substantial shareholders sell substantial amounts of our Shares in the public market following the expiry of the moratorium, the market price of our Shares could fall.

60

RISK FACTORS
Our Shares have never been publicly traded and the Invitation may not result in an active or liquid market for our Shares Prior to the Invitation, there has been no public market for our Shares and an active public market for our Shares may not develop or be sustained after the Invitation. We have applied to the SGX-ST for permission to have our Shares listed and quoted on the SGX-ST. Listing and quotation does not, however, guarantee that a trading market for our Shares will develop or, if a market does develop, there is no guarantee of the liquidity of that market for our Shares. The market price of our Shares could be subject to significant fluctuations due to various external factors and events including the liquidity of our Shares in the market, difference between our actual financial or operating results and those expected by investors and analysts, the general market conditions and broad market fluctuations. Accordingly, investors may not be able to resell their Shares at a price that is attractive to them. The rules of the Listing Manual require that companies applying for listing of their equity securities on the SGX-ST meet certain minimum shareholding spread and distribution requirements. While we will need to meet these requirements in order to list our Shares on the SGX-ST, these requirements are only minimum requirements, and our share distribution in the Invitation and our post-Invitation shareholding spread may not substantially exceed these limits or may even fall below these limits after the Invitation. In the case where the percentage of our post-Invitation share capital held by public shareholders is less than 10%, the SGX-ST may suspend trading of our Shares. As a result, liquidity of our Shares can be materially curtailed and there may be no or limited trading in our Shares, and you may not be able to acquire Shares or sell your Shares in our Company, either at a favourable price or at all. In addition, if shares, such as our Shares, have only limited liquidity, the price of such shares can fluctuate significantly as a result of only one or a small number of trades in these shares. Accordingly, you may be unable to sell your Shares at or above the Invitation Price. The Invitation Price may not be indicative of the market price for our Shares after the completion of this Invitation. The Invitation Price should not be taken as an indication of the merits of the Invitation, our Group and our Shares. Investors may not be able to participate in future issues of our Company’s Shares In the event that our Company issues new Shares, it will be under no obligation to offer those Shares to our existing Shareholders at the time of issue, except where it elects to conduct a rights issue. However, in electing to conduct a rights issue or certain other equity issues, our Company will have discretion or may be subject to regulations as to the procedure to be followed in making such rights offering available to our existing Shareholders or in disposing of such rights for the benefit of such Shareholders and making the net proceeds available to them. In addition, our Company may not offer such rights to our existing Shareholders having an address in jurisdictions outside Singapore. Accordingly, holders of our Shares may be unable to participate in future offerings of our Shares and may experience dilution of their holdings as a result. There may be restrictions on dividend payments by our Subsidiaries and Associated Companies in the future We operate under a holding company structure, with our Subsidiaries and Associated Companies held directly or indirectly by our Company. At present, all our revenues and profits are derived from our Subsidiaries and Associated Companies. Accordingly, our level of income and ability to pay dividends depends, to a certain extent, on the amount of dividends received from these Subsidiaries and Associated Companies. The payment of dividends by these Subsidiaries and Associated Companies is, in turn dependent on, amongst other things, their earnings, cash flow and (where these Subsidiaries and Associated Companies derive income outside of Singapore)

61

RISK FACTORS
any applicable government restrictions on the repatriation of monies into Singapore. Please refer to the section entitled “Exchange Controls” of this Prospectus for further details on the repatriation of monies into Singapore. Negative publicity may adversely affect our Share price Any negative publicity or announcement involving our Group, any of our Directors, Controlling Shareholder or key personnel may adversely affect the market’s perception of our Company or performance of our Share price, regardless of whether this is justifiable. Such negative publicity or announcement may include, inter alia , an involvement in insolvency proceedings or failed attempts in takeovers and joint ventures.

62

EXCHANGE RATE
The reporting currency of our Group is the US Dollar. The exchange rates for US$ to S$ as outlined in the tables below are from Bloomberg L.P. (1) and have been presented solely for informational purposes only. The following table sets forth, for each of the financial periods indicated, the average and closing exchange rates between US$ and S$ (on the basis of number of S$ for US$1.00). The average exchange rates between US$ and S$ were calculated based on the average of the closing exchange rates on the last trading day of each month during each financial year or period:– S$/US$1.00 Average Year 2010 Year 2011 Year 2012 Year 2013 (through 28 June 2013) 1.3594 1.2539 1.2450 1.2467 Closing 1.2834 1.2966 1.2218 1.2679

The following table sets forth the highest, lowest and closing exchange rate of US$ to S$ for each month for the past six months prior to the Latest Practicable Date:− S$/US$1.00 Highest April 2013 May 2013 June 2013 July 2013 August 2013 September 2013
Note: (1) Bloomberg L.P. has not provided its consent, for the purposes of section 249 of the Securities and Futures Act, to the inclusion of the above information extracted from its website and is thereby not liable for such information under sections 253 and 254 of the Securities and Futures Act. While we, the Joint Issue Managers, the Joint Global Co-ordinators, the Joint Underwriters and the Joint Bookrunners have taken reasonable actions to ensure that the relevant information has been reproduced in its proper form and context, neither we, the Joint Issue Managers, the Joint Global Co-ordinators, the Joint Bookrunners and the Joint Underwriters nor any other party has conducted an independent review or verified the accuracy or completeness of such information.

Lowest 1.2316 1.2274 1.2444 1.2590 1.2574 1.2465

Closing 1.2316 1.2643 1.2679 1.2710 1.2749 1.2558

1.2422 1.2707 1.2762 1.2816 1.2838 1.2810

The above exchange rates have been calculated with reference to exchange rates quoted from Bloomberg L.P. and should not be construed as representations that the US$ amounts actually represent such S$ amounts or could be converted into S$ at the rate indicated or at any other rate or at all. As at the Latest Practicable Date, the closing exchange rate for S$ per US$ was S$1.2391: US$1.00.

63

DIVIDEND POLICY
On 31 July 2013, our Company declared and paid an interim dividend of US$7.13 million for FY2013. Save as disclosed above, our Company has not declared any dividends since incorporation. We currently do not have a formal dividend policy. We may declare an annual dividend with the approval of our Shareholders in a general meeting, but the amount of such dividend shall not exceed the amount recommended by our Directors. Our Directors may also declare an interim dividend without the approval of our Shareholders. The actual dividend that our Board of Directors may recommend or declare in respect of any particular financial year or period will be subject to restrictions under applicable laws or regulations as well as the factors outlined below as well as any other factors deemed relevant by our Board of Directors. In considering the level of dividend payments, if any, we intend to take into account various factors, including:− (a) our Company’s financial position, results of operations, cash flow, expected future earnings, capital expenditure programme and investment plans; the ability of our Subsidiaries and Associated Companies to make dividend payments to our Company. The ability of our Subsidiaries and Associated Companies to declare and pay dividends to us will be dependent on the cash income of and cash available to such Subsidiary or Associated Company and the operating results, financial condition, other cash requirements including capital expenditures, the terms of borrowing arrangements and other contractual restrictions of the relevant Subsidiary or Associated Company and may be restricted under applicable laws or regulations. Currently, our loan agreements contain the usual covenants which require consents from the respective lending banks for our relevant Subsidiaries and Associated Companies to make dividend payments to us. Following the Invitation, we intend to request the banks to remove such covenants; our Group’s expected working capital requirements to support our Group’s future growth; and general economic conditions and such other external factors that our Company believes to have an impact on the business operations of our Group.

(b)

(c) (d)

Under Section 403 of the Companies Act and our Articles, our Company must pay all dividends out of distributable profits. There can be no assurance that dividends will be paid in the future or as to the timing of any dividends that are to be paid in the future. Information relating to taxes payable on dividends is set out in Appendix G − “Taxation” of this Prospectus.

64

CAPITALISATION AND INDEBTEDNESS
The following table shows our consolidated cash and cash equivalents, short-term debt, long-term debt and capitalisation of the Group as at 30 September 2013 being a date no earlier than 60 days before the date of lodgement of this Prospectus, on an actual basis and as adjusted for the issue of the Invitation Shares pursuant to the Invitation, the application of the net proceeds from the issue of the Invitation Shares pursuant to the Invitation (after deducting the estimated expenses in relation to the Invitation) in the manner described in the section entitled “Use of Proceeds and Listing Expenses” of this Prospectus. You should read this table in conjunction with:− (a) the audited consolidated financial statements of our Group as set out in Appendix A entitled “Audited Consolidated Financial Statements for the Financial Years Ended 31 December 2010, 2011 and 2012”, and Appendix B entitled “Unaudited Interim Consolidated Financial Statements for the Six Months Ended 30 June 2013” of this Prospectus, the related notes and the other financial information contained elsewhere in that document; and the sections entitled “Management’s Discussion and Analysis of Results of Operations and Financial Position” and “Selected Consolidated Financial Information” of this Prospectus.
As adjusted for the net proceeds from the Invitation (assuming there was no exercise of the Over-allotment Option)(1) (US$’000) [●] As adjusted for the net proceeds from the Invitation (assuming the Over-allotment Option is exercised in full)(2) (US$’000) [●]

(b)

Actual as at 30 September 2013 (US$’000) Cash and cash equivalents Indebtedness Current loans and borrowings – Secured and guaranteed – Unsecured and guaranteed 58,046 15,145 6 298,774 27,840 399,811
(3)

25,002

58,046 15,145 6 298,774 27,840 399,811 [●] [●]

58,046 15,145 6 298,774 27,840 399,811 [●] [●]

Finance lease obligations Non-current loans and borrowings – Secured and guaranteed – Unsecured and guaranteed

Total indebtedness Total shareholder’s equity Total capitalisation and indebtedness

236,487 636,298

65

CAPITALISATION AND INDEBTEDNESS
Notes: (1) The net proceeds from the Invitation (assuming the Over-allotment Option is not exercised) is S$[●] million or US$[●] million (based on the exchange rate of US$1: S$1.2558 as at 30 September 2013 as disclosed in the section entitled “Exchange Rate” of this Prospectus). The net proceeds from the Invitation (assuming the Over-allotment Option is exercised in full) is S$[●] million or US$[●] million (based on the exchange rate of US$1: S$1.2558 as at 30 September 2013 as disclosed in the section entitled “Exchange Rate” of this Prospectus). Includes share capital and reserves and excluding non-controlling interests.

(2)

(3)

As at the Latest Practicable Date, there were no material changes to our capitalisation and indebtedness as disclosed above, save for changes in our working capital loan balances and reserves arising from our day-to-day operations in the ordinary course of business. As at the Latest Practicable Date, the total banking and credit facilities (utilised and unutilised) of our Company and our Subsidiaries are as follows:− Facilities granted (US$’ million) 375.1 39.8 55.1 10.0 480.0 Amount owing (US$’ million) 328.6 17.5 42.9 – 389.0 Amount Unutilised (US$’ million) 46.5 22.3 12.2 10.0 91.0

Types of facilities Secured term loans Secured revolving credit facilities and trade lines Unsecured term loans Unsecured revolving credit facilities and trade lines Total

Secured Term Loans and Revolving Credit Facilities and Trade Lines As at the Latest Practicable Date, we had outstanding secured term loans and revolving credit facilities of approximately US$346.1 million for the purposes of acquiring and constructing offshore vessels, which are secured by (a) mortgages over the vessels and/or fixed assets; (b) assignments of the insurances, charter contracts and earnings in respect of the vessels and/or fixed assets; and/or (c) charges over deposits held with the respective financial institutions. These loans are also guaranteed by corporate guarantees of our Company and, in most cases, personal guarantees of Mr Pang Yoke Min. The interest rates of these secured loans are on floating interest rates and range between 2.0% per annum and 5.5% per annum. The facilities have varying maturity profiles which range between 2.5 years and 7 years. Vessel pre-delivery financing facilities, which are loans granted during the period of construction of vessels, have a tenor of 30 months and vessel post-delivery financing facilities, which relate to the financing of completed newbuilds and vessel purchases, are of 60-month tenors. Unsecured Term Loans As at the Latest Practicable Date, we have outstanding unsecured term loans amounting to approximately US$42.9 million. The interest rates of these loans are fixed, with interest rates ranging from 5.0% to 10.0% per annum, save for the loans to be repaid upon the listing of our

66

CAPITALISATION AND INDEBTEDNESS
Company (please refer to the section entitled “Use of Proceeds and Listing Expenses” of this Prospectus), which bear floating interest at 7.3% per annum. The unsecured term loans mature between November 2013 and February 2016. Unsecured Revolving Credit Facilities and Trade Lines As at the Latest Practicable Date, we have no outstanding unsecured revolving credit facilities and trade lines. The breakdown of the abovementioned banking and credit facilities (utilised and unutilised) of each of our Company and our Subsidiaries is as follows:− Our Company
Amount of facilities granted (US$’ million) 15.00

Financial Institution/ Lender (1) Phillip Ventures Enterprise Fund 2 Limited (2) Phillip Ventures Enterprise Fund 3 Limited Note: (1)

Type of Facilities Unsecured term loan

Amount Owing (US$’ million) 15.00

Amount Unutilised (US$’ million) Maturity Profile – Due 36 months from date of disbursement of the first tranche of the loan(1)

Securities/Guarantees Personal guarantee from Mr Pang Yoke Min.

The disbursement of the first tranche of this loan took place on 25 April 2011. This loan will be fully repaid with the proceeds from the listing of our Company on the SGX-ST. Please refer to the sections entitled “Use of Proceeds and Listing Expenses” and “General Information on Our Group − Share Capital” of this Prospectus for more information.

Pacific Crest
Amount of facilities granted (US$ million) 109.72 Amount Owing (US$ million) 109.72 Amount Unutilised (US$ million) Maturity Profile – US$69.72 million due between October 2014 and August 2018; US$40 million due in February 2016 or upon listing of our Company, whichever is earlier(1)

Financial Institution/ Lender

Type of Facilities

Securities/Guarantees Statutory mortgages over vessels; deed of covenants, assignment of insurances and charter earnings relating to each vessel financed and charge over accounts maintained with the bank; corporate guarantee from our Company; and personal guarantee from Mr Pang Yoke Min.

United Term loans Overseas Bank Limited

67

CAPITALISATION AND INDEBTEDNESS
Amount of facilities granted (US$ million) 3.20

Financial Institution/ Lender

Type of Facilities Money market loan and banker’s guarantee

Amount Owing (US$ million) 3.20

Amount Unutilised (US$ million) Maturity Profile – Subject to yearly reduction of US$0.8 million and is due in December 2016

Securities/Guarantees Statutory mortgages over vessels; deed of covenants, assignment of insurances and charter earnings relating to each vessel financed and charge over accounts maintained with the bank; corporate guarantee from our Company; and personal guarantee from Mr Pang Yoke Min. Statutory mortgages over vessels; deed of covenants, assignment of insurances and charter earnings relating to each vessel financed and charge over accounts maintained with the bank; corporate guarantee from our Company; and personal guarantee from Mr Pang Yoke Min. Corporate guarantee from our Company and personal guarantee from Mr Pang Yoke Min.

Revolving term loan

8.00

8.00

Subject to yearly reduction of US$1.6 million and final maturity of loan is in October 2015. This is extendable by a further 2 years at the bank’s option

Unsecured term loans

40.00

27.84

12.16

Due in February 2016 or upon the listing of our Company, whichever is earlier(1) (i) Term loans are due in February 2017 (ii) Revolving credit facility is due in April 2017

DBS Bank Ltd.

(i) Term loans; and (ii) Revolving credit facility

(i) 91.47 (ii) 22.30

(i) 91.47 (ii) –

(i) – (ii) 22.30

Statutory mortgages over vessels; deed of covenants, assignment of insurances and charter earnings relating to each vessel financed and charge over accounts maintained with the bank; and corporate guarantee from our Company and personal guarantee from Mr Pang Yoke Min. Statutory mortgages over vessels; deed of covenants, assignment of insurances and charter earnings relating to each vessel financed and general pledge over accounts maintained with the bank; and corporate guarantee from our Company.

Credit Suisse Group AG

Term loans

40.12

40.12

Due between October 2017 and July 2018

68

CAPITALISATION AND INDEBTEDNESS
Amount of facilities granted (US$ million) 14.84

Financial Institution/ Lender OverseaChinese Banking Corporation Limited

Type of Facilities (i) Term loans

Amount Owing (US$ million) 14.84

Amount Unutilised (US$ million) Maturity Profile – Due between September 2014 and March 2015

Securities/Guarantees Statutory mortgages over vessels; deed of covenants, assignment of insurances and charter earnings relating to each vessel financed and charge over accounts maintained with the bank; corporate guarantee from our Company; and personal guarantee from Mr Pang Yoke Min. Statutory mortgages over vessels; deed of covenants, assignment of insurances and charter earnings relating to each vessel financed and charge over accounts maintained with the bank; corporate guarantee from our Company; and personal guarantee from Mr Pang Yoke Min. Statutory mortgages over vessels; deed of covenants, assignment of insurances and charter earnings relating to each vessel financed and charge over accounts maintained with the Bank; corporate guarantee from our Company; and personal guarantee from Mr Pang Yoke Min. Statutory mortgages over vessels; deed of covenants, assignment of insurances and charter earnings relating to each vessel financed and charge over accounts maintained with the bank; corporate guarantee from our Company; and personal guarantee from Mr Pang Yoke Min.

(ii) Revolving credit facility

6.25

6.25

Subject to semiannual reduction of US$1.25 million and due in August 2014

Standard Term loans Chartered Bank, Singapore

4.69

4.69

Due between January 2015 and August 2015

CIMB Bank Berhad, Singapore

Term loans

2.21

2.21

Due between September 2015 and October 2016

69

CAPITALISATION AND INDEBTEDNESS
Amount of facilities granted (US$ million) 5.80

Financial Institution/ Lender RHB Bank Berhad, Singapore

Type of Facilities Term loans

Amount Owing (US$ million) 5.80

Amount Unutilised (US$ million) Maturity Profile – Due in July 2017

Securities/Guarantees Statutory mortgages over vessels; deed of covenants, assignment of insurances and charter earnings relating to each vessel financed and charge over accounts maintained with the bank; corporate guarantee of our Company; and personal guarantee from Mr Pang Yoke Min. Statutory mortgages over vessels; deed of covenants, assignment of insurances and charter earnings relating to each vessel financed and charge over accounts maintained with the bank; corporate guarantee from our Company; and personal guarantee from Mr Pang Yoke Min.

Malayan Term loans Banking Berhad, Singapore

2.03

2.03

Due between August 2013 and August 2015

Note: (1) These term loans will be fully repaid with the proceeds from the listing of our Company on the SGX-ST. Please refer to the sections entitled “Use of Proceeds and Listing Expenses” and “General Information on Our Group – Share Capital” of this Prospectus for more information.

CSI Offshore
Amount of facilities granted (US$’ million) 15.08

Financial Institution/ Lender DBS Bank Ltd.

Type of Facilities Term loans

Amount Owing (US$’ million) 15.08

Amount Unutilised (US$’ million) Maturity Profile – Due in March 2017

Securities/Guarantees Statutory mortgage over vessel; deed of covenants, assignment of insurances and charter earnings relating to each vessel financed and charge over accounts maintained with the bank; corporate guarantee from our Company; and personal guarantee from Mr Pang Yoke Min.

70

CAPITALISATION AND INDEBTEDNESS
Pacific Offshore
Amount of facilities granted (US$’ million) 17.75 Amount Owing (US$’ million) 17.75 Amount Unutilised (US$’ million) Maturity Profile – Due in September 2015

Financial Institution/ Lender Standard Chartered Bank, Singapore

Type of Facilities Term loans

Securities/Guarantees Statutory mortgages over vessels; deed of covenants, assignment of insurances and charter earnings relating to each vessel financed and charge over accounts maintained with the bank; corporate guarantee from our Company; and personal guarantee from Mr Pang Yoke Min.

Consolidated Pipe Carriers
Amount of facilities granted (US$’ million) 10.00 Amount Owing (US$’ million) − Amount Unutilised (US$’ million) Maturity Profile 10.00 Subject to annual review

Financial Institution/ Lender Standard Chartered Bank, Singapore OverseaChinese Banking Corporation Limited

Type of Facilities Unsecured working capital trade line Unsecured term loanLEFS

Securities/Guarantees Corporate guarantee from our Company and personal guarantee from Mr Pang Yoke Min. Corporate guarantee from our Company and personal guarantee from Mr Pang Yoke Min.

0.13

0.13

Due in May 2014

Radiance Catico
Amount of facilities granted (US$’ million) 71.39 Amount Owing (US$’ million) 24.85 Amount Unutilised (US$’ million) Maturity Profile 46.54 Maturity of construction loan on 30 December 2014. Term loan due 60 months from date of delivery

Financial Institution/ Lender OverseaChinese Banking Corporation Limited

Type of Facilities Construction loans and term loans

Securities/Guarantees Pre-delivery loans: Assignments of shipbuilding contracts; assignment of refund guarantees, corporate guarantee from our Company for US$44,973,180; and corporate guarantee from China National Aero Technology Import & Export Xiamen Corporation (“China National Aero Technology”) for US$26.42 million.

71

CAPITALISATION AND INDEBTEDNESS
Amount of facilities granted (US$’ million)

Financial Institution/ Lender

Type of Facilities

Amount Owing (US$’ million)

Amount Unutilised (US$’ million) Maturity Profile

Securities/Guarantees Post-delivery loans: Statutory mortgages over vessels; deed of covenants, assignment of insurances and charter earnings relating to each vessel financed and charge over accounts maintained with the bank; proportionate corporate guarantee from our Company for 63% of the loan; and China National Aero Technology for 37% of the loan. The guarantees referred to above are provided in connection with the financing granted by Oversea-Chinese Banking Corporation Limited to Radiance Catico, which is a joint venture between our Group and Catico Investments Pte. Ltd. China National Aero Technology is the sole shareholder of Catico Investments Pte. Ltd.

Most of our borrowings as at the Latest Practicable Date are secured, inter alia , by personal guarantees from our Executive Chairman, Mr Pang Yoke Min. As at the Latest Practicable Date, Mr Pang Yoke Min has provided personal guarantees amounting to US$364.7 million in respect of facilities extended by the financial institutions to our Company and our Subsidiaries. Following the Invitation, we intend to request the discharge of these guarantees provided by Mr Pang Yoke Min, and replace them with corporate guarantees provided by our Group. Please refer to the section entitled “Interested Person Transactions – Present and Ongoing Interested Person Transactions” of this Prospectus for further details on the personal guarantees given by Mr Pang Yoke Min. As at the date of lodgement of this Prospectus, we have obtained a waiver of certain conditions in loan agreements entered into by our Group which place restrictions on any change in control of, or shareholding interests in, our Company, subject to our listing on the SGX-ST and save for the foregoing, there is no loan agreement entered into by our Group with any financial institution or debt securities issued by our Group which places restrictions on any change in control of, or shareholding interests in, our Company. Our Directors are of the reasonable opinion that, after having made due and careful enquiry and after taking into account the cash flows generated from our operations, our banking facilities and our existing cash and cash equivalents, the working capital available to us as at the date of lodgement of this Prospectus is sufficient for present requirements and for at least 12 months after the listing of our Company on the Main Board of the SGX-ST. To the best of our Directors’ knowledge, as at the Latest Practicable Date, 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 financial position and results or business operations, or the investments of our Shareholders. 72

DILUTION
Dilution is the amount by which the Invitation Price paid by the applicants for our Invitation Shares in this Invitation exceeds our NAV per Share immediately after this Invitation. The NAV per Share as at 30 June 2013 before adjusting for the estimated net proceeds from the Invitation, and based on the pre-Invitation issued share capital of 552,579,940 Shares was 54.0 cents per Share. Pursuant to the issue of the New Shares and the UOB Shares, the NAV per Share as at 30 June 2013 after adjusting for the estimated net proceeds from the Invitation and based on the post-Invitation issued share capital of [ ● ] Shares would have been [ ● ] cents per Share. This represents an immediate increase in the NAV per Share of [ ● ] cents per Share to our existing Shareholders and an immediate dilution in the NAV per Share of [ ● ] cents per Share to new investors. The following table illustrates such dilution on a per Share basis:− Cents Invitation Price NAV per Share as at 30 June 2013 based on the pre-Invitation Share capital of 552,579,940 Shares (adjusted for the Share Split) Increase in NAV per Share attributable to the existing Shareholders NAV per Share after the Invitation based on the post-Invitation Share capital of [ ● ] Shares Dilution in NAV per Share to new investors Dilution in NAV per Share to new investors (%) [●] 54.0 [●] [●] [●] [●]

The following table summarises (a) the total number of Shares acquired by our Director and Executive Officer, the total consideration and the average effective cost per Share paid by them during the period of three (3) years prior to the date of this Prospectus; and (b) the total consideration and the average effective cost per Share paid by our new investors pursuant to the Invitation:− Average effective cost per Share (cents) 39.5

Total consideration (S$) Director Lau Boon Hwee Executive Officer Loo Choo Leong New public investors S$620,371

Total number of Shares

1,569,970

S$620,371 S$[ ● ]

1,569,970 [●]

39.5 [●]

Mr Lau Boon Hwee and Mr Loo Choo Leong, being key members of the management team as an Executive Director and Group Finance Director of our Group, respectively, were allotted and transferred Shares. The Directors believe that it is beneficial to our Company for Mr Lau Boon Hwee and Mr Loo Choo Leong to have a stake in our Company to retain these key personnel, gain their loyalty and encourage their good performance as they would be able to better identify with the long term prospects of our Company.

73

SELECTED CONSOLIDATED FINANCIAL INFORMATION
The following table presents a summary of the consolidated financial information of our Group and should be read in conjunction with the full text of this Prospectus, including the “Audited Consolidated Financial Statements for the Financial Years Ended 31 December 2010, 2011 and 2012” and the “Unaudited Interim Consolidated Financial Statements for the Six Months Ended 30 June 2013” as set out in Appendices A and B of this Prospectus, respectively, and the section entitled “Management’s Discussion and Analysis of Financial Position and Results of Operations” of this Prospectus. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Audited US$ Revenue Cost of sales Gross profit Other operating income General and administrative expenses Other operating (expenses)/gains Finance costs Share of results of associated companies Share of results of joint venture companies Profit before taxation Taxation Profit for the year/period Other comprehensive income: Foreign exchange translation Net fair value changes on cash flow hedges Other comprehensive income for the year/period Total comprehensive income for the year/period Profit for the year/period attributable to: Equity holders of the parent Non-controlling interests FY2010 59,798,385 (49,395,663) 10,402,722 27,128,185 (10,999,399) (558,345) (6,659,308) (978,350) (78,140) 18,257,365 (3,446,824) 14,810,541 21,177 22,702 43,879 14,854,420 Unaudited HY2013 77,647,214 (52,907,714) 24,739,500 18,164,642 (12,834,519) (2,703,486) (6,203,820) 2,310,171 6,165,054 29,637,542 (51,851) 29,585,691 (913,745) – (913,745) 28,671,946

FY2011 FY2012 HY2012 95,073,984 130,832,038 63,229,172 (64,882,740) (93,744,445) (50,184,281) 30,191,244 18,155,041 (13,657,024) (4,336,781) (10,214,318) (3,896,358) 2,379,745 18,621,549 (203,154) 18,418,395 (65,246) 900,724 835,478 19,253,873 37,087,593 19,326,060 (18,211,516) (868,543) (11,458,067) (5,207,230) 7,967,828 28,636,125 3,120,983 31,757,108 (668,357) – (668,357) 31,088,751 13,044,891 4,339,277 (8,053,055) 266,303 (5,881,619) 3,638,363 3,277,103 10,631,263 (189,168) 10,442,095 (316,010) – (316,010) 10,126,085

14,793,160 17,381 14,810,541

18,494,371 (75,976) 18,418,395

32,173,389 (416,281) 31,757,108

10,682,283 (240,188) 10,442,095

29,836,509 (250,818) 29,585,691

Total comprehensive income attributable to: Equity holders of the parent Non-controlling interests

14,837,039 17,381 14,854,420

19,317,881 (64,008) 19,253,873

31,494,982 (406,231) 31,088,751

10,393,239 (267,154) 10,126,085

28,945,641 (273,695) 28,671,946

Earnings per share for profits attributable to owners of the Company: Basic EPS (US cents per share)(1) Adjusted EPS (US cents per share)(2)
Notes: (1) (2)

2.7 [●]

3.3 [●]

5.8 [●]

1.9 [●]

5.4 [●]

For comparative purposes, the EPS for the Period Under Review have been computed based on the net profit attributable to owners of the Company and the pre-Invitation share capital of 552,579,940 Shares. For comparative purposes, the adjusted EPS for the Period Under Review have been computed based on the net profit attributable to owners of the Company and the post-Invitation share capital of [●] Shares.

74

SELECTED CONSOLIDATED FINANCIAL INFORMATION
CONSOLIDATED BALANCE SHEETS OF OUR GROUP
Audited as at 31 December 2012 445,829,490 2,298,097 26,914,863 325,269 475,367,719 Current assets Inventories Work-in-progress Trade receivables Other receivables Amount due from related companies Cash and cash equivalents 421,649 1,682,170 30,709,905 6,344,571 32,177,310 23,660,791 94,996,396 Current liabilities Trade payables Other payables Amount due to related companies Loans and borrowings Provision for taxation Finance lease obligations 6,974,713 51,159,427 1,508,013 54,457,759 15,545,264 100,555 129,745,731 Net current liabilities Non-current liabilities Other payables Loans and borrowings 34,749,335 9,487,808 224,757,180 234,244,988 Net assets Equity attributable to equity holders of the Company Share capital Retained earnings Foreign exchange translation reserve Capital reserve Non-controlling interest Total Equity NAV per Share (US cents)(1)
Note: (1) For comparative purposes, the NAV per Share has been computed based on the NAV of our Group divided by our pre-Invitation share capital of 552,579,940 Shares.

US$ Non-current assets Vessels, plant and equipment Investment in associated companies Investment in joint venture companies Intangible assets

Unaudited as at 30 June 2013 467,057,102 4,148,444 32,890,333 345,444 504,441,323 577,632 2,730,724 36,549,570 11,836,569 16,389,810 34,637,209 102,721,514 17,270,039 38,157,814 851,217 69,728,078 15,365,843 36,063 141,409,054 38,687,540 9,223,766 221,161,874 230,385,640 235,368,143

206,373,396

32,086,004 173,126,540 (743,304) 129,720 204,598,960 1,774,436 206,373,396 37.3

32,408,805 202,963,049 (1,634,172) 129,720 233,867,402 1,500,741 235,368,143 42.6

75

MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL POSITION
The following discussion of our business, financial condition and results of operations for the Period Under Review should be read in conjunction with the “Audited Consolidated Financial Statements for the Financial Years Ended 31 December 2010, 2011 and 2012” as set out in Appendix A to this Prospectus and the “Unaudited Interim Consolidated Financial Statements for the Six Months Ended 30 June 2013” as set out in Appendix B to this Prospectus. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results may differ significantly from those projected in the forward-looking statements. Factors that might cause future results to differ significantly from those projected in the forward-looking statements include, but are not limited to, those discussed below and elsewhere in this Prospectus, particularly in the section entitled “Risk Factors” of this Prospectus. Under no circumstances should the inclusion of such forward-looking statements herein be regarded as a representation, warranty or prediction with respect to the accuracy of the underlying assumptions by our Company, the Joint Issue Managers, the Joint Global Co-ordinators, the Joint Bookrunners and the Joint Underwriters, or any other person. Investors are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof. Please refer to the section entitled “Cautionary Note on Forward-Looking Statements” of this Prospectus. OVERVIEW Revenue Our revenue is derived from our three business segments, namely Offshore Support Services Business, Subsea Business and Complementary Businesses. The breakdown of our revenue for each of these business segments is set out below:–
FY2010 US$’000 Offshore Support Services Business Subsea Business Complementary Businesses Total 56,943 – 2,855 59,798 % 95 – 5 100 FY2011 US$’000 79,088 11,431 4,555 95,074 % 83 12 5 100 FY2012 US$’000 109,874 17,441 3,517 130,832 % 84 13 3 100 HY2012 US$’000 58,363 3,907 959 63,229 % 92 6 2 100 HY2013 US$’000 52,091 19,906 5,650 77,647 % 67 26 7 100

(a)

Offshore Support Services Business Revenue from Offshore Support Services Business is mainly derived from chartering of offshore vessels under time charter contracts. As at the Latest Practicable Date, we own and operate 62 offshore vessels under our subsidiaries which are chartered to companies in the offshore oil and gas industry. In addition to charter revenue, we also derive revenue from the provision of ship management services and ship agency services. Revenue from Offshore Support Services Business accounted for 95.2%, 83.2%, 84.0%, 92.3% and 67.1% of our total revenue in FY2010, FY2011, FY2012, HY2012 and HY2013 respectively.

76

MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL POSITION
Charter rates are determined based on several factors including the prevailing market conditions, type and specifications of the vessels required by the customers. The duration of charter contracts are dependent on the needs and length of the exploration and production campaigns for which the vessels are deployed. Our charter contracts would typically include options to extend and it is common that our customers renew and extend the charter contracts. Revenue from chartering of offshore vessels is recognised on an accrual basis over the duration of the contracts. We invoice our customers for the charter of offshore vessels on a monthly basis. (b) Subsea Business Revenue from our Subsea Business comprises revenue from the chartering of DSVs and provision of IRM and engineering services. Our Subsea Business operation commenced in FY2011 with the delivery of our 2 DSVs, and our range of subsea IRM and engineering services expanded with our acquisition of Offshore Subsea and its subsidiaries. Revenue from our Subsea Business accounted for 12.0%, 13.3%, 6.2% and 25.6% of our total revenue in FY2011, FY2012, HY2012 and HY2013 respectively. Revenue from chartering of DSVs is recognised on an accrual basis over the duration of the charter contracts. IRM and engineering services are charged on a day-rate or lump sum basis, and such revenue is recognised when services are rendered. (c) Complementary Businesses For each of FY2010, FY2011, FY2012 and HY2012, revenue from this segment comprises revenue from our Marine Equipment Business. Pursuant to the acquisition of both management and sole shareholding control of Consolidated Pipe Carriers from its previous stakeholders in April 2013, revenue from this segment for HY2013 comprises revenue from our Marine Equipment Business and Project Logistics Business. Revenue from our Complementary Businesses accounted for 4.8%, 4.8%, 2.7%, 1.5% and 7.3% of our total revenue in FY2010, FY2011, FY2012, HY2012 and HY2013 respectively. Revenue from our Marine Equipment Business is derived from (i) the supply of winches, cranes and other deck equipment to our Group as well as to third party customers, and (ii) the provision of related services including maintenance, fabrication and rental services. Revenue from supply of deck equipment is recognised when the significant risks and rewards of ownership of goods have been transferred to our customers. Revenue from provision of related services is recognised upon completion of the services rendered. We offer lump sum marine transportation solutions under our Project Logistics Business. Revenue from our Project Logistics Business is recognised based on percentage of completion of a project and when a certain milestone is achieved. Revenue by Geographical Area Our vessels operate in Asia, Africa, Australia and South America through our various operating subsidiaries and affiliates. We have segmented our revenue by geographical area based on the area where our services are performed.

77

MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL POSITION
The table below sets out a breakdown of our revenue from each geographical area:−
FY2010 US$’000 Asia Indonesia
(1)

FY2011 % 97 10 22 33 5 − 6 3 9 − 9 3 − − US$’000 81,163 21,875 13,921 18,860 3,145 4,658 6,887 − 10,097 312 1,408 4,880 9,031 − 95,074 % 85 23 15 20 3 5 7 − 11 − 1 5 10 − 100

FY2012 US$’000 95,279 11,660 16,595 24,159 11,601 5,657 198 13,973 3,507 4,519 3,410 24,151 8,445 2,957 130,832 % 73 9 13 18 9 4 − 11 3 3 3 19 6 2 100

HY2012 US$’000 45,984 6,262 6,996 11,513 9,317 2,458 − 2,757 5,734 827 120 11,696 4,247 1,302 63,229 % 73 10 11 18 15 4 − 4 9 2 − 18 7 2 100

HY2013 US$’000 45,525 7,243 11,517 13,850 1,201 6,295 − 673 1,794 289 2,663 13,900 11,506 6,716 77,647 % 58 9 15 18 2 8 − 1 2 − 3 18 15 9 100

57,861 5,822 13,374 19,525 2,778 − 3,470 1,902 5,191 432
(2)

Malaysia(1) Thailand Myanmar Brunei India Vietnam Singapore PRC Others Africa Australia South America Total

5,367 1,937 − − 59,798

100

Notes: (1) The revenue from Indonesia and Malaysia arises from the chartering of vessels owned by our Company’s Subsidiaries to our Group’s Malaysia and Indonesia customers (which includes our Group’s associated companies). The results of our associated companies and joint venture companies in Indonesia and Malaysia are recorded as share of results of associated companies and joint venture companies, respectively. This refers to the Middle East, South Korea, the Philippines and Japan.

(2)

Cost of sales (a) Offshore Support Services Business Our cost of sales for Offshore Support Services Business comprises mainly labour costs, consumables, charter hire expenses, fuel cost, other chartering expenses, depreciation and upkeep expenses of our vessels and equipment on board. Cost of sales for our Offshore Support Services Business amounted to approximately 94.9%, 83.5%, 77.1%, 84.9% and 73.7% of our Group’s total cost of sales in FY2010, FY2011, FY2012, HY2012 and HY2013 respectively. Labour costs include crew wages and crew related costs such as travelling, medical and training expenses. Consumables expense comprises mainly food provisions, mechanical, electrical and other miscellaneous supplies. Charter hire expenses are incurred for the chartering of third party vessels to support our chartering projects. Fuel cost relates to marine gas oil and in most cases, such cost is borne by the charterers. Other chartering expenses include survey and license fees, insurances, management fees and travelling expenses of operation personnel. These costs accounted for approximately 66.4%, 70.7%, 67.6%, 73.3% and 67.6% of the total cost of sales for our Offshore Support Services Business in FY2010, FY2011, FY2012, HY2012 and HY2013 respectively.

78

MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL POSITION
Depreciation and upkeep expenses of our vessels and equipment on board are dependent on the cost of our vessels and equipment, and the age and physical condition of these vessels and equipment. Depreciation and upkeep expenses accounted for approximately 33.6%, 29.3%, 32.4%, 26.7% and 32.4% of the total cost of sales for our Offshore Support Services Business in FY2010, FY2011, FY2012, HY2012 and HY2013 respectively. (b) Subsea Business Our cost of sales for our Subsea Business comprises mainly labour costs, consumables, depreciation expense of our DSVs and equipment on board. Minimal cost of sales was incurred in FY2010 for our Subsea Business as it commenced operations in FY2011. Cost of sales for our Subsea Business amounted to approximately 0.3%, 13.2%, 21.0%, 14.0% and 18.5% of our Group’s total cost of sales in FY2010, FY2011, FY2012, HY2012 and HY2013 respectively. Labour costs and consumables accounted for approximately 40.0%, 56.8%, 44.1% and 46.2% of total cost of sales for our Subsea Business in FY2011, FY2012, HY2012 and HY2013 respectively. Depreciation expenses of our DSVs and equipment on board accounted for approximately 33.9%, 27.3%, 41.8% and 27.9% of total cost of sales in FY2011, FY2012, HY2012 and HY2013 respectively. (c) Complementary Businesses Similar to our revenue for our Complementary Businesses, cost of sales for each of FY2010, FY2011, FY2012 and HY2012 relates to cost of sales from our Marine Equipment Business. Cost of sales for our Complementary Businesses for HY2013 comprises cost of sales from both our Marine Equipment Business and Project Logistics Business. Cost of sales for our Complementary Businesses amounted to approximately 4.8%, 3.3%, 1.9%, 1.1% and 7.8% of our Group’s total cost of sales in FY2010, FY2011, FY2012, HY2012 and HY2013 respectively. This comprises mainly materials and parts and subcontracting cost which amounted to approximately 95.8%, 95.1%, 91.5% 86.3% and 75.0% of our total cost of sales for Complementary Businesses in FY2010, FY2011, FY2012, HY2012 and HY2013 respectively. Other operating income Other operating income comprises mainly gain on sale of vessels which amounted to approximately US$26.8 million, US$16.6 million, US$17.1 million, US$1.4 million and US$11.8 million or 98.8%, 91.4%, 88.7%, 32.0% and 64.7% of other operating income in FY2010, FY2011, FY2012, HY2012 and HY2013 respectively. We have sold vessels to our joint venture companies and associated companies to penetrate high growth and cabotage protected markets in Indonesia and Malaysia. These transactions were conducted on an arm’s length basis. We have also sold our vessels to third parties at a commercially viable price as part of our ongoing fleet renewal strategy. We have been recording gain on sale of vessels as the market values of vessels sold were higher than their net book values. Please refer to the section entitled “General Information on Our Group – Fleet Expansion and Renewal Process” of this Prospectus. General and administrative expenses General and administrative expenses comprise mainly staff cost, office rental, depreciation, professional and management fees, office expenses and marketing expenses.

79

MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL POSITION
Staff cost amounted to approximately US$8.2 million, US$10.2 million, US$14.1 million, US$6.4 million and US$10.0 million or 74.1%, 74.8%, 77.4%, 79.0% and 78.1% of general and administrative expenses in FY2010, FY2011, FY2012, HY2012 and HY2013 respectively. Payroll related expenses include directors’ remuneration, staff salaries, wages and benefits. Office rental arising from our leased premises amounted to approximately US$0.8 million, US$0.9 million, US$1.1 million, US$0.5 million and US$0.8 million or 7.3%, 6.5%, 6.0%, 5.9% and 6.1% of general and administrative expenses in FY2010, FY2011, FY2012, HY2012 and HY2013 respectively. Depreciation charges relate to depreciation of office equipment and amounted to approximately US$0.3 million, US$0.4 million, US$0.5 million, US$0.3 million and US$0.2 million or 2.7%, 2.7%, 2.9%, 3.3% and 1.7% of general and administrative expenses in FY2010, FY2011, FY2012, HY2012 and HY2013 respectively. Professional and management fees which include fees paid to lawyers, auditors, tax consultants and corporate secretaries amounted to approximately US$0.7 million, US$0.7 million, US$0.8 million, US$0.3 million and US$0.7 million or 6.0%, 5.4%, 4.5%, 3.9% and 5.4% of general and administrative expenses in FY2010, FY2011, FY2012, HY2012 and HY2013 respectively. Office expenses relate to office maintenance, telephone, printing and stationery, courier and facilities expenses. This amounted to approximately US$0.7 million, US$0.5 million, US$0.7 million, US$0.2 million and US$0.5 million or 6.4%, 3.9%, 4.1%, 2.4% and 3.6% of general and administrative expenses in FY2010, FY2011, FY2012, HY2012 and HY2013 respectively. Marketing expenses amounted to approximately US$0.2 million, US$0.2 million, US$0.4 million, US$0.1 million and US$0.3 million or 1.8%, 1.8%, 2.5%, 1.4% and 2.0% of general and administrative expenses in FY2010, FY2011, FY2012, HY2012 and HY2013 respectively. Other operating expenses Other operating expenses comprise mainly net fair value gain/loss on derivative financial instruments, allowance for doubtful receivables and impairment loss on goodwill or net loss on acquisition of a Subsidiary. Fair value gain/loss on derivative financial instruments relates to unrealised gains or losses on interest rate swaps and foreign currency forward contracts entered into by our Group. Interest rate swaps are entered into to hedge against floating interest rates payable on bank borrowings while foreign currency forward contracts are entered into to hedge against our exposures to S$, which is used to pay operating expenses incurred in Singapore, and to a smaller extent, RMB, which is used to pay some of our shipbuilders in the PRC. We recorded net unrealised fair value loss on derivative financial instrument of approximately US$0.3 million and US$3.0 million in FY2010 and FY2011 respectively, and net unrealised fair value gain on derivative financial instrument of approximately US$2.5 million, US$1.7 million and US$0.3 million in FY2012, HY2012 and HY2013 respectively. Allowance for doubtful receivables amounted to approximately (US$48,000), US$1.5 million, US$2.1 million, US$0.1 million and US$0.1 million in FY2010, FY2011, FY2012, HY2012 and HY2013 respectively. Impairment loss on goodwill or net loss on acquisition of a Subsidiary amounted to approximately US$0.1 million, nil, US$0.8 million, US$0.4 million and US$1.9 million in FY2010, FY2011, FY2012, HY2012 and HY2013 respectively.

80

MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL POSITION
Finance cost Finance cost mainly relates to interest expense on loans and borrowings from banks and financial institutions. Share of results of associated companies Our share of results of associated companies comprises our share of results from Consolidated Pipe Carriers and PT Jawa. We acquired both management and shareholding control of Consolidated Pipe Carriers from its previous shareholders in April 2013. Since then, Consolidated Pipe Carriers became a Subsidiary of our Group and its results are consolidated in our Group’s financial performance. The breakdown of contributions from our associated companies for the Period Under Review is as follows:– FY2010 US$’000 Consolidated Pipe Carriers PT Jawa (978) – (978) Share of results of joint venture companies Our share of results of joint venture companies comprises our share of results from Alam Radiance (L), Alam Radiance (M), PT Logindo, CrestSA Marine & Offshore, and Supreme Radiance. Our joint venture companies, except for CrestSA Marine & Offshore, are involved in the business of owning, operating and chartering of offshore vessels primarily in Indonesia and Malaysia. CrestSA Marine & Offshore is in the business of ship repair. Our Group is currently developing our ship repair yard in Singapore which is expected to be operational by the middle of 2015. The breakdown of contributions from our joint venture companies for the Period Under Review is as follows:– FY2010 US$’000 Alam Radiance (L) PT Logindo Others – – (78) (78) Income tax expense Income derived from the operations of Singapore-flagged vessels is exempted from Singapore income tax pursuant to Section 13A of the Income Tax Act, Chapter 134 of Singapore. This exemption applies to income derived from the carriage in international waters for ship charter. Accordingly, our income derived from Singapore-flagged vessels would continue to qualify for tax exemption. FY2011 US$’000 2,268 143 (31) 2,380 FY2012 US$’000 3,630 4,341 (3) 7,968 HY2012 US$’000 796 2,481 – 3,277 HY2013 US$’000 2,436 3,587 142 6,165 FY2011 US$’000 (4,244) 348 (3,896) FY2012 US$’000 (7,977) 2,770 (5,207) HY2012 US$’000 2,615 1,023 3,638 HY2013 US$’000 386 1,924 2,310

81

MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL POSITION
Our Company and some of our vessel operating subsidiaries incorporated in Singapore are under the Approved International Shipping Enterprise (AIS) status granted by the MPA in 2008. Under the AIS incentive, our income derived from the operations of foreign-flagged vessels is exempted from Singapore income tax pursuant to Section 13F of the Income Tax Act, Chapter 134 of Singapore. Accordingly, our income derived from foreign-flagged vessels would continue to qualify for tax exemption for a period of 10 years. Income derived from our other business activities are subject to the applicable corporate tax rates. Our Subsidiaries are subject to corporate tax rates in these countries as follows:− FY2010 Singapore Malaysia – Labuan (1) Indonesia Brazil Netherlands
Notes: (1) (2) Pacific Crest (Labuan) may elect to be taxed at the corporate tax rate of 3.0% of chargeable income or pay a flat tax of RM20,000. There was no Subsidiary incorporated or acquired in the country during the relevant financial year.

FY2011 17% 3% or RM20,000 –
(2)

FY2012 17% 3% or RM20,000 25% 34% 20%-25%

17% 3% or RM20,000 –
(2)

– (2) –
(2)

34% 20%-25%

REVIEW OF OPERATING RESULTS FY2011 vs FY2010 Revenue Revenue increased by approximately US$35.3 million, or 59.0%, from US$59.8 million in FY2010 to US$95.1 million in FY2011, due to increase in revenue across all our business segments. Our revenue from Offshore Support Services Business increased by US$22.2 million, or 38.9%, from US$56.9 million in FY2010 to US$79.1 million in FY2011. This was mainly due to an improvement in charter rates, higher utilisation of our vessels and an expansion of fleet size from 49 vessels to 64 vessels. Our Subsea Business commenced operations in FY2011 and contributed US$11.4 million to our Group’s revenue. The increase in revenue from our Complementary Businesses of US$1.7 million, or 59.5%, from US$2.9 million in FY2010 to US$4.6 million in FY2011 was due to an increase in number of third party contracts secured. In relation to geographical contribution, revenue contribution from Asia increased by US$23.3 million, or 40.3%, as Asia continues to be our primary market. Revenue contribution from Africa increased by US$3.0 million, or 151.9% from US$1.9 million in FY2010 to US$4.9 million in FY2011 as we secured a 2-year charter with an international oil company operating in East Africa. In FY2011, we expanded our geographical reach to Australia and clinched charter contracts there which contributed revenue of US$9.0 million to our Group.

82

MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL POSITION
Gross profit Gross profit increased by approximately US$19.8 million, or 190.2%, from US$10.4 million in FY2010 to US$30.2 million in FY2011. The gross profit margin increased from 17.4% in FY2010 to 31.8% in FY2011. The increase in our gross profit in FY2011 compared to FY2010 was due to:− (i) improvement in vessel utilisation and charter rates which resulted in an increase in gross profit for our Offshore Support Services Business by US$14.8 million from US$10.1 million in FY2010 to US$24.9 million in FY2011; gross profit of US$2.9 million in FY2011 contributed by our Subsea Business, which commenced operation during the year; and

(ii)

(iii) increase in gross profit for our Complementary Businesses by US$1.9 million from US$0.5 million in FY2010 to US$2.4 million in FY2011 due to increased servicing and repair contracts which generated better profit margins. Other operating income Other operating income decreased by approximately US$8.9 million, or 33.1%, from US$27.1 million in FY2010 to US$18.2 million in FY2011.The decrease was mainly due to fewer vessels sold in FY2011 compared to FY2010. In FY2010, we sold 7 vessels while in FY2011, we sold 1 vessel to our newly acquired joint venture company, PT Logindo, in line with our plan to grow our presence in the cabotage protected market in Indonesia. We have also sold 1 vessel to a third party as part of our fleet renewal strategy. General and administrative expenses General and administrative expenses increased by approximately US$2.7 million or 24.2% from US$11.0 million in FY2010 to US$13.7 million in FY2011 due to increase in staff cost and administrative expenses. Staff cost increased by US$2.1 million, or 25.3%, from US$8.1 million in FY2010 to US$10.2 million in FY2011 in line with the growth and expansion of our businesses. The number of employees increased from 101 in FY2010 to 122 in FY2011. The increase in administrative expenses of US$0.6 million, or 20.9%, from US$2.8 million in FY2010 to US$3.4 million in FY2011 was mainly due to increase in office rental expenses, professional fees, depreciation and marketing expenses. These expenses were higher in FY2011 as a result of the expansion of our businesses and investment in foreign operations. Other operating expenses Other operating expenses increased by approximately US$3.7 million from US$0.6 million in FY2010 to US$4.3 million in FY2011 mainly due to increase in net fair value loss on derivatives of US$2.7 million and increase in allowance for doubtful receivables of US$1.5 million. The net fair value loss on derivative financial instrument was mainly attributable to mark-to-market losses on the foreign currency forward contracts as S$ depreciated against US$.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL POSITION
Finance cost Finance cost increased by approximately US$3.5 million, or 53.4%, from US$6.7 million in FY2010 to US$10.2 million in FY2011. This was due to higher bank borrowings for financing of construction of vessels. Our Group’s bank borrowings increased by US$52.2 million from US$222.5 million in FY2010 to US$274.7 million in FY2011. Share of results of associated companies Share of loss of associated companies increased by approximately US$2.9 million, from US$1.0 million in FY2010 to US$3.9 million in FY2011 due to increase in our share of loss from Consolidated Pipe Carriers of US$3.2 million, which was offset by our share of profits from PT Jawa of US$0.3 million. Consolidated Pipe Carriers suffered losses in FY2011 due to cost escalation for some of its projects. Our Group invested in PT Jawa in August 2011. Share of results of joint venture companies Share of results of joint venture companies increased by approximately US$2.5 million from a loss of US$0.1 million in FY2010 to a profit of US$2.4 million in FY2011. The share of profits was mainly contributed by Alam Radiance (L) in which our Group invested in 2010 to charter and operate a vessel in Malaysia, as well as profit contribution of US$0.1 million from PT Logindo which our Group invested in October 2011. Income tax expense Income tax expense decreased by approximately US$3.2 million, or 94.1%, from US$3.4 million in FY2010 to US$0.2 million in FY2011 as no provision for tax on gain on sale of vessels was made in FY2011. Our Group maintains that its gain on sale of vessels are non-trade in nature and hence not subject to tax. However, on grounds of prudence, our Group had provided for tax on gain on sale of vessels for vessels that have not been chartered out prior to their sale to third parties. FY2012 vs FY2011 Revenue Revenue increased by approximately US$35.7 million, or 37.6%, from US$95.1 million in FY2011 to US$130.8 million in FY2012. The increase was attributable to growth of our Offshore Support Services Business and Subsea Business. Revenue from our Offshore Support Services Business increased by US$30.8 million, or 38.9%, from US$79.1 million in FY2011 to US$109.9 million in FY2012. The new vessels delivered in FY2011 and FY2012 have higher utilisation in FY2012 compared to FY2011. Some of these new vessels are of larger size and higher specifications which commanded relatively higher charter rates. The upswing in the offshore oil and gas industry has improved the market demand for offshore vessels, leading to the improved charter and utilisation rates and securing of new charter contracts for our offshore vessels. These factors contributed to the increase in revenue in FY2012.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL POSITION
Our Subsea Business recorded an increase in revenue of US$6.0 million, or 52.6%, from US$11.4 million in FY2011 to US$17.4 million in FY2012, which arose from the chartering of our 2 DSVs which were delivered in third quarter of FY2011. Revenue from our Complementary Businesses decreased by US$1.1 million, or 22.8%, from US$4.6 million in FY2011 to US$3.5 million in FY2012 due to fewer contracts secured by our Marine Equipment Business. Revenue from our operations in Asia and Africa continued to increase by US$14.1 million and US$19.3 million, or 17.4% and 395.0%, respectively in FY2012. The increase in revenue from our operations in Africa arose as we secured a charter with an international oil company. In addition, we also expanded our geographical reach and secured a 4-year charter with a national oil company in Brazil with an option to extend for another 4 years. Revenue contribution from Australia remained stable at US$8.4 million in FY2012. Gross profit Gross profit increased by approximately US$6.9 million, or 22.8%, from US$30.2 million in FY2011 to US$37.1 million in FY2012. Our Offshore Support Services Business recorded an increase in gross profit by US$12.7 million due to the improvement in charter rates and utilisation of our vessels as a result of higher demand in the offshore support services market. The increase is partially offset by a decline in gross profit for our Subsea Business by US$5.1 million from US$2.9 million profit in FY2011 to US$2.2 million loss in FY2012. We ventured into our Subsea Business in the second half of FY2011 and were building our track record in the subsea market in FY2012. Gross profit margin decreased from 31.8% in FY2011 to 28.3% in FY2012 mainly due to lower margins for our Subsea Business from 25.2% in FY2011 to 12.7% gross loss margin in FY2012. Our Offshore Support Services Business also incurred higher cost of sales for our operations in Brazil which only commenced in FY2012. Other operating income Other operating income increased by approximately US$1.1 million, or 6.5%, from US$18.2 million in FY2011 to US$19.3 million in FY2012 due mainly to an increase in gain on sale of vessels. To capture the opportunities in the high growth offshore support services markets in Malaysia and Indonesia, we sold 11 vessels to our joint venture and associated companies in FY2012. This strengthened our foothold in these cabotage protected markets and resulted in higher share of results from our joint venture companies. General and administrative expenses General and administrative expenses increased by approximately US$4.5 million, or 33.3%, from US$13.7 million in FY2011 to US$18.2 million in FY2012 due to increase in staff cost and administrative expenses. Staff cost increased by US$3.9 million, or 38.0%, from US$10.2 million in FY2011 to US$14.1 million in FY2012 due to an increase in number of employees from 122 in FY2011 to 170 in FY2012. Administrative expenses increased by US$0.7 million, or 19.5%, mainly due to increase in office rental expenses, marketing expenses and depreciation charges. The increase in office rental expenses was due to increase in rental rates and increase in office space. This, together with the increase in marketing expenses, was consistent with the expansion of our Group’s operations. The increase in depreciation charges was due to the enhancement of our Enterprise Resource Planning system in FY2012.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL POSITION
Other operating expenses Other operating expenses decreased by approximately US$3.4 million or 80.0% from US$4.3 million in FY2011 to US$0.9 million in FY2012. The decrease was due to:− (i) net fair value gain on derivative financial instruments of US$2.5 million recorded in FY2012 as compared to a net loss of US$3.0 million in FY2011. The net gain in FY2012 comprised gain on foreign currency forward contracts of US$1.8 million (FY2011: net loss of US$2.1 million) due to the strengthening of S$ against US$ exchange rates and gains on interest rate swaps of US$0.7 million (FY2011: net loss of US$0.9 million) due to rising interest rates; offset by an increase in allowance for doubtful receivables of US$0.6 million; and

(ii)

(iii) offset by impairment of goodwill of US$0.8 million in FY2012 relating to our Subsidiaries, Offshore Subsea and PT Marine Engineering, which we acquired in FY2012 under our Subsea Business. Finance cost Finance cost increased by approximately US$1.3 million, or 12.2%, from US$10.2 million in FY2011 to US$11.5 million in FY2012. This was due to higher bank borrowings for financing of the construction of vessels and higher average borrowing rates. Our Group’s loans and borrowings increased by US$4.5 million from US$274.7 million in FY2011 to US$279.2 million in FY2012. Share of results of associated companies Share of loss of associated companies increased by approximately US$1.3 million, or 33.6%, from US$3.9 million in FY2011 to US$5.2 million in FY2012 due to an increase in our share of loss from Consolidated Pipe Carriers of US$3.7 million offset by an increase in our share of profits from PT Jawa of US$2.4 million. Consolidated Pipe Carriers incurred higher losses in FY2012 due to cost overrun for one of its major projects. Delays in project completion due to unanticipated adverse weather and working conditions resulted in cost overrun as such contingencies were not taken into account in project budgeting. This project was completed in 2012 and all losses arising from this project have been fully provided for in FY2012. In addition, our Group previously did not have full management control in Consolidated Pipe Carriers as it was an associated company. Since then, our Group had acquired both management and sole shareholding control of Consolidated Pipe Carriers from its previous stakeholders in April 2013 and is currently in a position and on track to rebuild its business and improve its operations and processes. PT Jawa recorded an increase in net profit due to expansion of its fleet size with the vessels acquired from our Group. These vessels were deployed in FY2012 for charters in Indonesia. Share of results of joint venture companies Share of results of joint venture companies increased by approximately US$5.6 million, or 234.8%, from US$2.4 million in FY2011 to US$8.0 million in FY2012. The increase was due to:− (i) increase in our share of profits from Alam Radiance (L) of US$1.4 million. Alam Radiance (L) secured a new charter contract with one of the vessels purchased from our Group during the year; and

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL POSITION
(ii) increase in share of profits from PT Logindo of US$4.2 million. Our Group expanded its operations in Indonesia through its investment in PT Logindo in October 2011. With the support from our Group, PT Logindo’s fleet of vessels grew from 47 vessels prior to our Group’s investment to 54 vessels in FY2012. The enlarged fleet size which includes larger size vessels enabled PT Logindo to secure higher value charter contracts.

Income tax expense Our Group recorded an income tax credit of US$3.1 million in FY2012 compared to an income tax expense of US$0.2 million in FY2011. This was due to the write-back of provision for tax on gains on sale of vessels of US$3.3 million made in FY2005 and FY2007 whereby the maximum tax assessment period has lapsed. Our Group maintains that its gain on sale of vessels are non-trade in nature and hence not subject to tax. However, on grounds of prudence, our Group had provided for tax on gain on sale of vessels for vessels that have not been chartered out prior to their sale to third parties. HY2012 vs HY2013 Revenue Revenue increased by approximately US$14.4 million, or 22.8%, from US$63.2 million in HY2012 to US$77.6 million in HY2013. The increase was mainly attributable to the growth of our Subsea Business. Revenue from our Offshore Support Services Business decreased by US$6.3 million, or 10.7%, from US$58.4 million in HY2012 to US$52.1 million in HY2013. The decline in revenue is in line with the decrease in number of vessels from 65 as at 30 June 2012 to 58 as at 30 June 2013. This arose due to sale of vessels to our joint venture and associated companies. Our Subsea Business recorded an increase in revenue of US$16.0 million or 409.5% from US$3.9 million in HY2012 to US$19.9 million in HY2013. As efforts were spent in building a strong track record and foundation for our new Subsea Business venture in FY2012, we registered a strong growth in revenue, and in the utilisation rate and demand for our 2 DSVs. The utilisation rate of our 2 DSVs for HY2013 is 83%. Revenue from our Complementary Businesses also increased by US$4.6 million or 488.9% from US$1.0 million in HY2012 to US$5.6 million in HY2013. Revenue for HY2013 from our Complementary Businesses comprised revenue from the Project Logistics Business of US$3.4 million as our Group had acquired both management and sole shareholding control of Consolidated Pipe Carriers in April 2013. The increase in revenue from our Marine Equipment division of US$1.3 million is mainly attributable to increase in contracts for the delivery of winches and cranes. Revenue from our operations in Asia remained stable at US$45.5 million as we expanded our chartering efforts in other continents. Revenue from Africa, Australia and South America continued to increase by US$2.2 million, US$7.3 million and US$5.4 million, or 18.8% and 170.9% and 415.8% respectively in HY2013. The increase in revenue from Australia was mainly due to our Group securing our first contract in Australia for one of our DSVs in HY2013.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL POSITION
Gross profit Gross profit increased by approximately US$11.7 million, or 89.6%, from US$13.0 million in HY2012 to US$24.7 million in HY2013. Gross profit margin increased from 20.6% in HY2012 to 31.9% in HY2013. The increase in gross profit and gross profit margin was mainly attributable to the strong growth in revenue and vessel utilisation for our Subsea Business, resulting in increased gross profit by US$13.2 million, from a US$3.1 million loss in HY2012 to a US$10.1 million profit in HY2013. Other operating income Other operating income increased by approximately US$13.9 million or 318.6% from US$4.3 million in HY2012 to US$18.2 million in HY2013. This was due mainly to an increase in gain on sale of vessels of US$10.4 million from US$1.4 million in HY2012 to US$11.8 million in HY2013. As part of our fleet renewal strategy, our Group sold 5 vessels to third parties in HY2013. The 4 vessel sales in HY2012 were solely to our joint venture and associated companies to grow our presence in the offshore support services markets in Indonesia. General and administrative expenses General and administrative expenses increased by approximately US$4.7 million, or 59.4%, from US$8.1 million in HY2012 to US$12.8 million in HY2013 due to increase in staff cost and administrative expenses. Staff cost increased by US$3.6 million, or 57.8%, from US$6.4 million in HY2012 to US$10.0 million in HY2013 due to an increase in the number of employees from 127 in HY2012 to 183 in HY2013. Administrative expenses increased by US$1.1 million, or 65.5%, mainly due to increase in office rental expenses, professional fees and office expenses. The increase in office rental expenses was due to increase in rental rates and increase in office space. The increase in professional fees and office expenses is in line with our Group’s expansion strategy. Other operating expenses Other operating expenses increased by approximately US$3.0 million or 1115.2% from other operating gains of US$0.3 million in HY2012 to other operating expenses of US$2.7 million in HY2013. The increase was mainly due to:− (i) provision for litigation claims of US$0.9 million arising from a claim against Consolidated Pipe Carriers in Brazil. The claim relates to an alleged breach of contract by a contractor arising from Consolidated Pipe Carriers’ early termination of the contract; and net loss on acquisition of Consolidated Pipe Carriers of US$1.9 million.

(ii)

Finance cost Finance cost increased by approximately US$0.3 million, or 5.5%, from US$5.9 million in HY2012 to US$6.2 million in HY2013. The increase is attributable to more loans entered into with higher average borrowing rates.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL POSITION
Share of results of associated companies Share of results of associated companies decreased by approximately US$1.3 million, or 36.5%, from US$3.6 million in HY2012 to US$2.3 million in HY2013 due to a decrease in our share of profits from Consolidated Pipe Carriers of US$2.2 million partially offset by increase in share of profits of US$0.9 million from PT Jawa. The decrease in the share of results of the associated companies was primarily due to a result of the consolidation of Consolidated Pipe Carriers in mid-HY2013. As our Group acquired full control of Consolidated Pipe Carriers at the end of April 2013, we only took the share of its results from January to April 2013 as opposed to the longer comparative period from January to June 2012. Furthermore, our Group’s investment in Consolidated Pipe Carriers has decreased from 84.9% to 62.5% as at 31 December 2012. Share of results of joint venture companies Share of results of joint venture companies increased by approximately US$2.9 million, or 88.1%, from US$3.3 million in HY2012 to US$6.2 million in HY2013. The increase was due to:− (i) increase in our share of profits from Alam Radiance (L) of US$1.6 million. Alam Radiance (L) secured a new charter contract in the second half of 2012 with one of the vessels purchased from our Group; and increase in share of profits from PT Logindo of US$1.1 million as a result of our expansion of operations in Indonesia.

(ii)

Income tax expense Income tax expense decreased by approximately US$0.1 million or 72.6% from US$189,000 in HY2012 to US$50,000 in HY2013. Our Group recorded a higher tax expense in HY2012 due to additional tax paid in respect of prior years’ income of US$168,000. Our Group maintains that its gain on sale of vessels are non-trade in nature and hence not subject to tax. However, on grounds of prudence, our Group had provided for tax on gain on sale of vessels for vessels that have not been chartered out prior to their sale to third parties. REVIEW OF FINANCIAL POSITION As at 31 December 2012 Non-current assets Non-current assets comprise vessels, plant and equipment and investment in associated and joint venture companies and club memberships. As at 31 December 2012, our non-current assets amounted to approximately US$475.4 million, representing 83.3% of our total assets. The largest component of our non-current assets is our vessels, plant and equipment which amounted to US$445.8 million. This comprises our existing vessels, vessels under construction and plant and equipment of US$416.6 million, US$27.9 million and US$1.3 million respectively. Our investment in PT Logindo amounted to US$24.3 million, or 90.3% of our investment in joint venture companies of US$26.9 million. Investment in associated companies amounted to US$2.3 million and relates to our investment in PT Jawa.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL POSITION
Current assets Current assets comprise mainly trade receivables, other receivables, amounts due from related companies and cash and cash equivalents. As at 31 December 2012, our current assets amounted to approximately US$95.0 million, representing 16.7% of our total assets. Trade receivables, other receivables, amounts due from related companies and cash and cash equivalents amounted to US$30.7 million, US$6.3 million, US$32.2 million and US$23.7 million respectively as at 31 December 2012. Other receivables comprise mainly prepayments, recoverables from customers, deposits and other receivables of US$1.7 million, US$2.0 million, US$0.5 million and US$1.2 million. Recoverables from customers relate to reimbursable expenses paid on behalf of customers. Deposits relate to deposits paid for various types of operating expenses incurred in the usual course of our operations. Other receivables mainly relate to tax recoverable from the Brazil tax authority for taxes paid in advance. Amounts due from related companies include amounts owing from Alam Radiance (L), Consolidated Pipe Carriers, PT Jawa, PT Logindo and CrestSA Marine & Offshore of US$4.6 million, US$5.6 million, US$10.4 million, US$7.2 million and US$4.3 million respectively for purchase of vessels from our Group and loans for capital expenditure and working capital. Current liabilities Current liabilities comprise mainly trade payables, other payables, loans and borrowings and provision for taxation. As at 31 December 2012, current liabilities amounted to approximately US$129.7 million, representing 35.6% of our total liabilities. Trade payables, other payables, loans and borrowings and provision for taxation amounted to US$7.0 million, US$51.2 million, US$54.5 million and US$15.5 million respectively as at 31 December 2012. Other payables include (i) an amount due to a shareholder of a Subsidiary, (ii) an amount due to a Director, (iii) accrued operating expenses; and (iv) provision for net liabilities of Consolidated Pipe Carriers of US$7.3 million, US$12.5 million, US$12.1 million and US$8.7 million respectively. The amount due to a shareholder of a Subsidiary relates to a shareholder loan to our Subsidiary, Radiance Catico, for construction of vessels and working capital. The amount due to a Director has been repaid and more details are set out in the “Interested Persons Transactions – Past Interested Person Transactions” section of this Prospectus. Provision for net liabilities of Consolidated Pipe Carriers was made as its net liabilities at 31 December 2012 had exceeded our interests in this associated company. Provision for taxation mainly relates to provision for tax on gain on sale of vessels. Our Group has made provisions for tax on gain on sale of vessels which have not been chartered prior to their sale. The tax rate is based on Singapore corporate tax rate of 17%. Our Group maintains that its gain on sale of vessels are non-trade in nature and hence not subject to tax. However, on grounds of prudence, our Group had provided for tax on gain on sale of vessels for vessels that have not been chartered out prior to their sale.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL POSITION
Non-current liabilities Non-current liabilities relate to other payables and non-current loans and borrowings of approximately US$9.5 million and US$224.8 million respectively. Other payables relate to the non-current portion of our deferred gain on sale of vessels. These relate to unrealised gains from sale of vessels to our joint venture and associated companies that are in excess of our Group’s investment in these companies. Non-current loans and borrowings comprise borrowings from financial institutions and convertible loans of US$209.8 million and US$15.0 million respectively. Convertible loans relate to our convertible loan with Phillip Ventures Enterprise Fund 2 Limited and Phillip Ventures Enterprise Fund 3 Limited. Please refer to the section entitled “Use of Proceeds and Listing Expenses” of this Prospectus for more information on the convertible loan. Capital and reserves Capital and reserves comprise mainly share capital, retained earnings and non-controlling interests of approximately US$32.1 million, US$173.1 million and US$1.8 million respectively as at 31 December 2012. As at 30 June 2013 Non-current assets Non-current assets comprise vessels, plant and equipment and investment in associated and joint venture companies and club memberships. As at 30 June 2013, our non-current assets amounted to approximately US$504.4 million, representing 83.1% of our total assets. The largest component of our non-current assets is our vessels, plant and equipment which amounted to US$467.1 million. This comprises our existing vessels, vessels under construction and plant and equipment of US$407.3 million, US$58.4 million and US$1.4 million respectively. Investment in joint ventures mainly relates to investment in PT Logindo of US$27.8 million and Alam Radiance (L) of US$4.7 million. Investment in associated companies amounted to US$4.1 million and relates to our investment in PT Jawa. Current assets Current assets comprise mainly trade receivables, other receivables, amounts due from related companies and cash and cash equivalents. As at 30 June 2013, our current assets amounted to approximately US$102.7 million, representing 16.9% of our total assets. Trade receivables, other receivables, amounts due from related companies and cash and cash equivalents amounted to US$36.5 million, US$11.8 million, US$16.4 million and US$34.6 million respectively as at 30 June 2013. Other receivables comprise mainly prepayments, recoverables from customers and other receivables of US$3.4 million, US$3.5 million and US$3.0 million respectively. Recoverables from customers relate to reimbursement of expenses paid on behalf of customers, in the ordinary course of business, that have not yet been charged back to the customers at the end of the

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL POSITION
chartering contract. These expenses mainly relate to ship agency services and ship management. Other receivables mainly relate to amounts due from customer for sale of vessels and tax recoverable from the Brazil tax authority for taxes paid in advance. Amounts due from related companies mainly relate to a shareholder’s loan of US$11.2 million to CrestSA Marine & Offshore for construction of our shipyard which is expected to be operational by the middle of 2015. Current liabilities Current liabilities comprise mainly trade payables, other payables, loans and borrowings and provision for taxation. As at 30 June 2013, current liabilities amounted to approximately US$141.4 million, representing 38.0% of our total liabilities. Trade payables, other payables, loans and borrowings and provision for taxation amounted to US$17.3 million, US$38.2 million, US$69.7 million and US$15.4 million respectively as at 30 June 2013. Other payables include amount due to shareholder of a Subsidiary and accrued operating expenses of approximately US$10.9 million and US$17.8 million respectively. Amount due to shareholder of a Subsidiary relates to shareholder loan to our Subsidiary, Radiance Catico Offshore, for construction of vessels and working capital. Provision for taxation mainly relates to provision for tax on gain on sale of vessels. Our Group has made provisions for tax on gain on sale of vessels which have not been chartered prior to their sale. The tax rate is based on Singapore corporate tax rate of 17%. Our Group maintains that its gain on sale of vessels are non-trade in nature and hence not subject to tax. However, on grounds of prudence, our Group had provided for tax on gain on sale of vessels for vessels that have not been chartered out prior to their sale to third parties. Non-current liabilities Non-current liabilities relate to other payables and non-current loans and borrowings of approximately US$9.2 million and US$221.2 million respectively. Other payables relate to the non-current portion of our deferred gain on sale of vessels. These relate to unrealised gains from sale of vessels to our joint venture and associated companies that are in excess of our Group’s investment in these companies. Non-current loans and borrowings comprise borrowings from financial institutions and a term loan facility from UOB of US$196.5 million and US$24.6 million respectively. Please refer to the section entitled “Use of Proceeds and Listing Expenses” of this Prospectus for more information on the UOB term loan facility. Capital and reserves Capital and reserves comprise mainly share capital, retained earnings and non-controlling interests of approximately US$32.4 million, US$203.0 million and US$1.5 million respectively as at 30 June 2013.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL POSITION
LIQUIDITY AND CAPITAL RESOURCES The Company financed its operations through both internal and external sources. Internal sources of funds refer to cash generated from our operating activities. External sources of funds comprise mainly borrowings from financial institutions. The principal uses of these cash sources are for capital expenditures and working capital. Our Directors are of the view that the working capital available to our Company as at the date of lodgement of the Prospectus is sufficient for our present requirements after taking into account our Group’s internal resources, cash flow generated from operating activities, and our banking facilities. Please refer to the section entitled “Capitalisation and Indebtedness” of this Prospectus for further details. The following table sets out a summary of our Group’s cash flow for the Period Under Review. Audited US$’000 Net cash (used in)/generated from operating activities Net cash (used in)/generated from investing activities Net cash generated from financing activities Net (decrease)/increase in cash and cash equivalents at the end of the year/period Cash and cash equivalents at the beginning of the year/period Cash and cash equivalents at the end of the year/period FY2010 In FY2010, we generated net cash outflow from operating activities of approximately US$42.2 million which comprises cash flows before working capital changes of US$13.5 million, net working capital outflow of US$49.0 million, net interest paid of US$6.6 million and income tax paid of US$86,000. The net cash outflow from changes in working capital of approximately US$49.0 million was mainly due to:− (i) increase in amounts due from joint venture companies of US$24.2 million, which was mainly attributable to amount owing from Alam Radiance (L) for the purchase of a vessel from our Group; and FY2010 (42,206) (9,986) 42,606 (9,586) 21,960 12,374 FY2011 43,449 (80,231) 38,618 1,836 12,374 14,210 FY2012 1,431 4,298 3,722 9,451 14,210 23,661 Unaudited HY2013 17,855 (18,185) 11,306 10,976 23,661 34,637

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL POSITION
(ii) decrease in other payables of US$23.2 million mainly arising from decline in deposits in relation to vessel sales of US$32.3 million partially offset by increase in amounts due to director of US$10.5 million.

Net cash outflow from investing activities was approximately US$10.0 million, which was mainly due to:− (i) (ii) purchase of vessels, plant and equipment amounting to US$130.8 million; investment in two joint venture companies, Alam Radiance (L) and Pacific Offshore, of US$7.2 million; and

(iii) partially offset by proceeds from sale of vessels, plant and equipment of US$127.4 million. Net cash inflow from financing activities was approximately US$42.6 million, which was mainly due to:− (i) proceeds from loans and borrowing of US$96.7 million to finance our purchase and construction of vessels; and partially offset by repayment of bank borrowings of US$54.6 million.

(ii)

As at 31 December 2010, our cash and cash equivalents amounted to approximately US$12.4 million. FY2011 In FY2011, we generated net cash flow from operating activities of approximately US$43.4 million which comprises cash flows before working capital changes of US$35.7 million, net working capital inflow of US$17.0 million, net interest paid of US$8.8 million and income tax paid of US$0.5 million. The net cash inflow from changes in working capital of approximately US$17.0 million was mainly due to:− (i) decrease in net amounts due from related companies of US$18.6 million mainly as a result of repayment of amount owing from Alam Radiance (L) for purchase of a vessel from our Group; increase in payables of US$2.0 million mainly due to higher deposits received in relation to vessel sales of US$2.4 million; and

(ii)

(iii) partially offset by increase in receivables of US$4.2 million mainly due to increase in our revenues in FY2011. Net cash outflow from investing activities of approximately US$80.2 million was mainly due to:− (i) purchase of vessels, plant and equipment of US$83.8 million for our fleet expansion;

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL POSITION
(ii) investment in our joint venture companies of US$24.0 million mainly for investment in PT Logindo;

(iii) investment in our associated companies, Consolidated Pipe Carriers and PT Jawa, of US$3.9 million; and (iv) partially offset by proceeds from sale of vessels of US$31.8 million, mainly to our joint venture and associated companies. Net cash inflow from financing activities of approximately U$38.6 million was mainly due to:− (i) (ii) proceeds from loans and borrowings of US$133.8 million; and partially offset by repayment of bank borrowings of US$95.0 million.

As at 31 December 2011, our cash and cash equivalents amounted to approximately US$14.2 million. FY2012 In FY2012, we generated net cash flow from operating activities of approximately US$1.4 million which comprises cash flows from operating activities before working capital changes of US$44.1 million, net working capital outflow of US$31.3 million, net interest paid of US$10.7 million and income tax paid of US$0.7 million. The net cash outflow from changes in working capital of approximately US$31.3 million was mainly due to:− (i) increase in receivables of US$14.4 million, which was mainly due to increase in receivables from our Subsea Business as FY2012 was the first full operative year for our Subsea Business; increase in amount due from related companies of US$25.1 million, which was due to (a) increase in amount owing from PT Logindo, PT Jawa and Alam Radiance (L) of US$6.1 million, US$9.9 million and US$2.2 million for the sale of vessels and working capital; and (b) an increase in amount owing from CrestSA Marine & Offshore of US$4.1 million for the construction of its shipyard and amount owing from Consolidated Pipe Carriers of US$3.0 million for working capital; and

(ii)

(iii) partially offset by increase in payables of US$9.2 million, which was mainly due to an increase in amount due to shareholder of a Subsidiary of US$7.3 million for construction of vessels and working capital. Net cash inflow from investing activities of approximately US$4.3 million was mainly due to:− (i) proceeds from sale of vessels, plant and equipment of US$79.3 million, largely from our joint venture and associated companies as we expand our operations in cabotage protected markets in Indonesia and Malaysia; and partially offset by purchase of vessels, plant and equipment of US$74.3 million.

(ii)

95

MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL POSITION
Net cash inflow from financing activities of approximately US$3.7 million was mainly due to:− (i) (ii) proceeds from loans and borrowing of US$186.3 million; and partially offset against repayment of borrowings of US$181.8 million.

As at 31 December 2012, our cash and cash equivalents amounted to approximately US$23.7 million. HY2013 In HY2013, we generated net cash flow from operating activities of approximately US$17.9 million, which comprises cash flows from operating activities before working capital changes of US$25.5 million, net working capital outflow of US$1.8 million, net interest paid of US$5.6 million and income tax paid of US$0.2 million. The net cash outflow from changes in working capital of approximately US$1.8 million was mainly due to:− (i) increase in receivables of US$4.8 million, which was mainly due to increase in trade receivables from our Offshore Support Services Business; decrease in payables of US$7.5 million which was mainly due to repayment of amount due to a Director of US$12.5 million and decrease in advance billings to customers of US$1.5 million partially offset by increase in amount due to shareholder of a Subsidiary of US$3.5 million and accrued operating expenses of US$2.5 million; and

(ii)

(iii) partially offset by decrease in amount due from related companies of US$11.0 million, which was mainly due to repayments from PT Jawa, PT Logindo and Alam Radiance (L) of US$7.9 million, US$6.6 million and US$2.6 million respectively, offset by a shareholder’s loan to CrestSA Marine & Offshore of US$6.9 million. Net cash outflow from investing activities of approximately US$18.2 million was mainly due to:− (i) (ii) purchases of vessels, plant and equipment of US$73.7 million; and partially offset by proceeds from sale of vessels, plant and equipment of US$52.1 million

Net cash inflow from financing activities of approximately US$11.3 million was mainly due to:− (i) (ii) proceeds from loans and borrowing of US$47.3 million; and partially offset against repayment of borrowings of US$36.3 million.

As at 30 June 2013, our cash and cash equivalents amounted to approximately US$34.6 million.

96

MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL POSITION
NEGATIVE WORKING CAPITAL Our Group recorded net current liabilities of US$38.4 million, US$68.9 million, US$34.7 million and US$38.7 million as at 31 December 2010, 2011, 2012 and 30 June 2013 respectively. Our Group’s net current liabilities positions were primarily due to the use of Vessel Term Loans. As at 31 December 2010, 2011 and 2012 and 30 June 2013, between 70% to 88% of the loans and borrowings which are classified as current liabilities are attributable to the Vessel Term Loans. Our Group had since 2007 embarked on a programme of rapid and controlled expansion which led to the addition of numerous modern vessels of diverse types to our fleet as well as the establishment of various new service capabilities. Our Group’s fleet more than tripled from just 16 offshore vessels (at the end of 2007) to 62 offshore vessels as at the Latest Practicable Date. Vessel Term Loans are generally repayable in 5 years, which is significantly shorter than the useful lives of offshore vessels which generally exceeds 25 years. As a result of the mismatch in the recording of the current portion (due within one year) of the Vessel Term Loans as current liabilities, and the recording of vessels constructed and/or acquired as non-current assets, our Group recorded net current liabilities during the Period Under Review. Our Group has generated net cash from operating activities for FY2011, FY2012 and HY2013. The net cash used in operating activities for FY2010 was mainly due to net cash outflow from changes in working capital, which arose due to an increase in amounts due from joint venture companies from asset sales and a decrease in other payables arising from decline in deposits from vessel sales. Our Group typically refinances the Vessel Term Loans when the final lump-sum payment falls due towards the end of the 5 year loan tenure and our Group has not encountered difficulty thus far in obtaining such refinancing. Our Group has in place a robust cash flow monitoring process where weekly and monthly reviews of cash balances and cash flow forecasts are performed by the accounting and finance department, and reviewed by our Group Finance Director. Despite the net current liabilities position during the Period Under Review, our Group has not encountered any liquidity issues that resulted in a major disruption of its operations. Our Group has historically not defaulted on any of its loan repayment obligations. As at the Latest Practicable Date, our Group’s credit facilities amounted to approximately US$480.0 million of which approximately US$91.0 million remain unutilised. As at the Latest Practicable Date, approximately US$73.1 million of loans and borrowings are due for repayment within the next 12 months. Our Group is confident that it can meet its loan obligations in the next 12 months after taking into account the unutilised credit facilities, cash generated from operating activities as well as cash and bank balances as at the Latest Practicable Date. SEASONALITY There are no significant seasonality patterns in our operations and business. INFLATION For the Period Under Review, the performance of our Group had not been materially affected by inflation. Our Group will closely monitor the interest rate environment and economic conditions and adjust our financing terms and structures when necessary.

97

MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL POSITION
CAPITAL EXPENDITURE AND DIVESTMENTS The capital expenditures and divestments made by our Group during the Period Under Review and from 1 July 2013 up to the Latest Practicable Date were as follows:− From 1 July 2013 to the Latest Practicable Date 79,426 23,100 477 103,003 From 1 July 2013 to the Latest Practicable Date 11,980 – – 11,980

Capital Expenditures (US$’000) Vessels Vessels under construction Plant and equipment Total

FY2010 5,427 124,614 744 130,785

FY2011 578 83,014 215 83,807

FY2012 45,120 27,935 1,238 74,293

HY2013 3,125 70,277 309 73,711

Divestments (1) (US$’000) Vessels Vessels under construction Plant and equipment Total
Note: (1)

FY2010 94,766 – 43 94,809

FY2011 15,209 – 3 15,212

FY2012 46,846 – 36 46,882

HY2013 40,341 – 1 40,342

Divestments are computed based on net book value of vessels, plant and equipment disposed of.

The above capital expenditures were primarily financed by internally generated resources, loans and borrowings. FOREIGN EXCHANGE MANAGEMENT Accounting Treatment of Foreign Currencies Foreign currency transactions are translated into US$ at rates of exchange approximating those prevailing at transaction dates. All profits and losses on exchange differences are recognised through our Consolidated Statements of Comprehensive Income. Foreign currency monetary assets and liabilities are translated at rates as at the end of the financial year/period. The impact of the translation is recognised in our Consolidated Statements of Comprehensive Income. Foreign currency non-monetary assets and liabilities are translated using the exchange rates at the date when the fair value was determined.

98

MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL POSITION
Foreign Exchange Exposure The proportions of our revenue, cost of sales and expenses denominated in US$ and foreign currencies are as follows:− Percentage of revenue denominated in US$ S$ Others
(1)

FY2010 (%) 95.8 4.2 – 100.0

FY2011 (%) 95.2 4.8 – 100.0 FY2011 (%) 37.6 59.4 3.0 100.0 FY2011 (%) 47.6 51.7 0.7 100.0

FY2012 (%) 96.0 3.1 0.9 100.0 FY2012 (%) 53.8 42.7 3.5 100.0 FY2012 (%) 40.2 56.7 3.1 100.0

HY2012 (%) 97.7 1.9 0.4 100.0 HY2012 (%) 46.8 49.8 3.4 100.0 HY2012 (%) 41.5 58.3 0.2 100.0

HY2013 (%) 96.4 1.8 1.8 100.0 HY2013 (%) 72.0 24.3 3.7 100.0 HY2013 (%) 48.0 44.1 7.9 100.0

Percentage of cost of sales denominated in US$ S$ Others
(2)

FY2010 (%) 37.3 60.4 2.3 100.0

Percentage of expenses denominated in US$ S$ Others
(2)

FY2010 (%) 40.3 59.5 0.2 100.0

Notes: (1) (2) Comprises Indonesian Rupiah and Brazilian Real. Comprises Euro, Indonesian Rupiah, Malaysian Ringgit, Thai Baht, Brazilian Real, Renminbi, Pound Sterling, Norwegian Krone, Philippines Peso and Indian Rupee.

To the extent that our revenue, cost of sales and expenses are not naturally matched in the same currency and to the extent that there are timing differences between invoicing and collection/payment, we may be exposed to adverse fluctuations of the various currencies against the US$, which will adversely affect our earnings. We enter into relevant transactions when necessary, to hedge our exposure to foreign currency fluctuations. Our net foreign exchange exposure for FY2010, FY2011, FY2012, HY2012 and HY2013 were as follows:− FY2010 Net foreign exchange gain/(loss) (US$’000) As a percentage of revenue (%) As a percentage of profit before tax (%) 99 285 0.5 1.6 FY2011 81 0.1 0.4 FY2012 HY2012 HY2013 (196) -0.2 -0.7 (698) -1.1 -6.6 2,115 2.7 7.1

MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL POSITION
We are subject to foreign currency translation exposure as our Group’s financial statements are presented in US$ while the financial statements of certain of our Subsidiaries are presented in foreign currencies, which are the currencies of the primary economic environment in which the entities operate. Any significant change in the exchange rate of the relevant currency against the US$ may adversely affect our financial performance and financial condition. Substantially all of our revenue is denominated in US$. Our cost of sales and operating expenses are mainly denominated in US$ and S$. Our capital expenditures are mostly denominated and paid in US$. Almost all of our total indebtedness as at the Latest Practicable Date is denominated in US$. As such, there exists a natural hedge on the portion of our cost of sales, operating expenses and capital expenditure that is denominated in US$ as our revenue and loans and borrowings are also denominated in US$. Our financial results can be affected by movements in the US$/S$ and US$/RMB exchange rates arising from the portion of our cost of sales, operating expenses and capital expenditures that are denominated in S$ and RMB. We have used and intend to continue to use forward currency contracts to hedge foreign exchange exposures arising from our S$ denominated cost of sales and operating expenses and our RMB denominated capital expenditures. Our Group hedges at least half of our aggregate exposure to S$ and substantially all of our exposure to RMB. We do not use derivative financial instruments for trading or speculative purposes. Our Group’s finance department will monitor our hedging position on a monthly basis. Our hedging position will be reviewed by our Board of Directors and Audit Committee on a quarterly basis. COMMITMENTS Capital Commitments As at 30 June 2013 and the Latest Practicable Date, our Group had the following capital commitments relating to purchase of vessels. We intend to finance the below capital commitment with internally generated funds and bank borrowings. As at the Latest Practicable Date (US$) 238,590,587 – 238,590,587

As at 30 June 2013 (US$) Capital commitment in respect of the construction of vessels Capital commitment in respect of the purchase of vessels Total 254,137,000 70,385,000 324,522,000

As at the Latest Practicable Date, our capital commitments are due as follows:– FY2013 (US$) Capital commitment in respect of the construction of vessels – FY2014 (US$) 150,091,000 FY2015 (US$) Total (US$)

88,499,587 238,590,587

100

MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL POSITION
Operating Lease Commitments As at 30 June 2013 and the Latest Practicable Date, our Group had the following lease commitments for future minimum lease payments under non-cancellable operating leases. As at the Latest Practicable Date (US$) 68,677 –

As at 30 June 2013 (US$) Not later than one year Later than one year but not later than five years CONTINGENT LIABILITIES 404,394 –

As at Latest Practicable Date, we are not aware of any material contingent liabilities which may have a material effect on the financial position and profitability of our Group. SIGNIFICANT ACCOUNTING POLICY CHANGES Save as disclosed in the “Audited Consolidated Financial Statements For The Financial Years Ended 31 December 2010, 2011 and 2012” and “Unaudited Interim Consolidated Financial Statements For The Six Months Ended 30 June 2013”, as set out in Appendices A and B of this Prospectus, respectively, there have been no changes in our accounting policies during the Period Under Review.

101

GENERAL INFORMATION ON OUR GROUP
SHARE CAPITAL We were incorporated in Singapore on 6 July 2006 under the Companies Act as a private limited company under the name of “Pacific Radiance Pte. Ltd.” and we converted to a public limited company on 19 March 2007 and changed our name to “Pacific Radiance Ltd.”. As at the Latest Practicable Date, the issued and paid-up share capital of our Company was S$50,792,742 comprising 50,792,742 Shares. As at the date of this Prospectus, the issued and paid-up share capital of our Company was S$50,792,742 comprising 552,579,940 Shares. At an extraordinary general meeting held on 28 October 2013, our Shareholders approved, inter alia , the following:− (a) (b) (c) the Share Split; the adoption of a new set of Articles of Association; 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; the allotment and issue of the Over-allotment Shares pursuant to the Over-allotment Option, which when allotted and issued and fully paid will rank pari passu in all respects with the existing issued Shares; the allotment and issue of the UOB Shares pursuant to the UOB Loan Agreements, which when allotted and issued and fully paid will rank pari passu in all respects with the existing issued Shares; the adoption of the Performance Share Plan, and the authorisation of our Directors, pursuant to Section 161 of the Companies Act, to allot and issue Shares upon the release of awards granted under the Performance Share Plan; the authorisation for our Directors, pursuant to Section 161 of the Companies Act and the Articles, to: (A) issue Shares whether by way of rights, bonus or otherwise; (B) make or grant offers, agreements or options (collectively, “ Instruments ”) that might or would require Shares to be issued, including but not limited to the creation and issue of (as well as adjustments to) warrants, debentures or other instruments convertible into Shares, at any time and upon such terms and conditions and for such purposes and to such persons as our Directors shall in their absolute discretion deem fit; and (C) (notwithstanding the authority conferred by this authority may have ceased to be in force) issue Shares in pursuance of any Instrument made or granted by our Directors while the authority was in force, provided that: (i) the aggregate number of Shares be issued pursuant to such authority (including Shares to be issued in pursuance of the Instruments made or granted pursuant to this authority) does 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 (ii) below), of which the aggregate number of Shares to be issued other than on a pro rata basis to the then existing Shareholders (including Shares to be issued in pursuance of Instruments made or granted pursuant to this authority) does not exceed 20.0% of the total number of issued Shares (excluding treasury shares) in the capital of our Company (as calculated in accordance with sub-paragraph (ii) below); (subject to such manner of calculation as may be prescribed by the SGX-ST) for the purpose of determining the aggregate number of Shares that may be issued under 102

(d)

(e)

(f)

(g)

(ii)

GENERAL INFORMATION ON OUR GROUP
sub-paragraph (i) above, the total number of the issued Shares shall be based on the total number of issued Shares of our Company (excluding treasury shares) immediately after the Invitation, after adjusting for:− (aa) new Shares arising from the conversion or exercise of any convertible securities; (bb) new Shares arising from exercising share options or vesting of share awards which are outstanding or subsisting at the time this authority is passed; and (cc) any subsequent consolidation or sub-division of Shares; (iii) in exercising the authority conferred by this resolution, 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 for the time being of our Company; and (iv) (unless revoked or varied by our Company in general meeting) the authority conferred by this resolution shall take effect from the Listing Date and continue in force until the conclusion of the next annual general meeting of our Company or the date by which the next annual general meeting of our Company is required by law to be held, whichever is earlier. Upon allotment and issue of the New Shares and the UOB Shares, the resultant issued and paid-up capital of our Company will be increased to S$[●] comprising [●] Shares. As at the date of this Prospectus, our Company has only one class of shares, being ordinary shares. The rights and privileges of our Shares are stated in our Articles of Association. There are no founder, management or deferred Shares. The following persons have been granted options to subscribe for, or have been given the right to be issued, Shares pursuant to our Company’s pre-listing financial arrangements:−
Name of Option/ Right Holder (1) Phillip Ventures Enterprise Fund 2 Limited (2) Phillip Ventures Enterprise Fund 3 Limited Salient Terms Including Description of Arrangement and Number of Shares Covered The investors agreed to advance, in up to 3 tranches, an aggregate sum of a minimum of US$10.0 million and a maximum of US$15.0 million to our Company pursuant to the Convertible Loan Agreement dated 31 January 2011. The term of the loan is 36 months from the date of the disbursement of the first tranche of the loan, or such other date as may be agreed by the investors. The loan is free of interest until the occurrence of one of the interestincurring events, which includes, inter alia, the redemption option being exercised or if the proposed listing on an appropriate stock exchange, which includes the SGX-ST, does not take place on or before the maturity date of the loan.

Exercise Period After the date of listing approval but before the date of the registration of our Company’s prospectus. However, Phillip Ventures Enterprise Fund 2 Limited and Phillip Ventures Enterprise Fund 3 Limited have confirmed in writing that they will not be exercising their option and have elected to be repaid in cash.

103

GENERAL INFORMATION ON OUR GROUP
Salient Terms Including Description of Arrangement and Number of Shares Covered In the event of a listing on an appropriate stock exchange, the investors shall have the right and option at its discretion to convert the convertible loan into a stipulated number of shares in the issued share capital of our Company (the “Conversion Shares”) at any time after the date of approval by relevant authorities for the listing of our Company on a selected exchange but before the registration of the prospectus with the relevant authorities, at a pre-determined discount equivalent to 10.0% per annum returns on the convertible loan. The number of Shares to be converted in satisfaction of the loan will be determined by dividing the principal amount outstanding by the conversion price in accordance with the terms of the said agreement, depending on when the listing of our Company takes place. In the event that the loan is not converted into Conversion Shares, the investors are entitled to redeem the convertible loan and all interest accrued thereon at 10% per annum from the respective dates of the disbursement of the first, second and third tranches of the convertible loan for cash. UOB A US$40.0 million unsecured term loan and a US$40.0 million secured term loan (which are non-convertible in nature and will be repaid in full out of the proceeds from the issue of the Invitation Shares) were granted pursuant to the UOB Loan Agreements which took effect on 6 February 2013. The two loans are repayable in February 2016 or upon the receipt of proceeds from listing, whichever is earlier. The loans bear interest which comprise (a) the rate which shall range between SIBOR plus 2.0% per annum and 2.25% per annum, to be satisfied in cash; and (b) the rate of 3.25% per annum and 4.75% per annum under the secured and unsecured facilities respectively to be satisfied by the allotment of Shares (the “Additional Interest”). With respect to (b), in the event of a listing on a recognised stock exchange, which includes the SGX-ST, the bank has the right to be issued Shares equivalent to amount of the Additional Interest. The number of Shares shall then be determined based on the listing price of our Shares. There is no applicable exercise period as the conversion of the Additional Interest into Shares would take place upon our Company’s receipt of approval to list our Shares.

Name of Option/ Right Holder

Exercise Period

104

GENERAL INFORMATION ON OUR GROUP
Save as disclosed above, no person has been, or is to be given the right or option to subscribe for or purchase any securities of our Company or any of our Subsidiaries. As at the Latest Practicable Date, no option to subscribe for Shares in our Company had been granted to, or had been exercised by, any of our Directors. As at the Latest Practicable Date, the Shares held by our Controlling Shareholders and the New Shares to be allotted and issued were not subject to any pledge, mortgage or any other form of encumbrance. Details of the changes in the issued and paid-up share capital of our Company since our incorporation immediately before the Invitation and immediately after the Invitation are as follows:− Resultant issued and paid-up capital (S$) 100 50,792,742 50,792,742 50,792,742 [ ● ] (1) [●] [●]

Number of Shares Issued and fully paid-up Shares as at incorporation Issued and fully paid-up Shares as at the Latest Practicable Date Share Split Pre-Invitation share capital New Shares to be issued pursuant to the Invitation New Shares to be issued to UOB Post-Invitation share capital
Note: (1) After deducting S$[●] million listing expenses which are capitalised.

100 50,234,540 552,579,940 552,579,940 [●] [●] [●]

105

GENERAL INFORMATION ON OUR GROUP

OUR CORPORATE STRUCTURE

Our corporate structure reflecting our Group’s shareholding interests in the relevant Group entities as at the Latest Practicable Date is as follows:−

Pacific Radiance Ltd.

Pacific Crest (100%) Titan Offshore (80%) Crest Shipyard (100%)

Alstonia Offshore (100%)

Crest Offshore Marine (100%) Crest Subsea (100%)

Strato Maritime Services (100%)

Crest Logistics (100%)

Pacific Crest (Labuan) (100%) Hudson (100%) CSI Offshore (100%) Offshore Subsea (80%) Fleetwinch Control (60%)

Pacific Offshore (100%)

CrestSA Marine & Offshore (40%)

Consolidated Pipe Carriers (100%)

Prime Offshore (60%)

Radiance Offshore Australia (100%) PT Jawa (49%) PT Subsea (95%)

Consolidated Pipe Carriers (Australia) (100%)

106
PT Marine Engineering (95%) Radiance Offshore Alagoas (100%) Radiance Offshore Alagoas, Rio de Janeiro branch Radiance Offshore Navegacao Ltda(1) (100%) Pacific Radiance (East Africa) (100%)

Alam Radiance (L) (49%)

Radiance Offshore B.V. (100%)

Consolidated Pipe Carriers, Abu Dhabi branch(2)

Alam Radiance (M) (50%)

CPC Solutions (100%)

Radiance Catico (63%)

PT Logindo (49%)

CPC PNG (100%)

Supreme Radiance (40%)

Envestra Investments (100%)

Consolidated Pipe Carriers, India branch(2)

CA Offshore (50%)

Notes:-

(1)

This Subsidiary is in the process of being dissolved.

(2)

These branches are in the process of being closed.

GENERAL INFORMATION ON OUR GROUP

SHAREHOLDERS

Our Shareholders and their respective equity interests in our Company as at the Latest Practicable Date and immediately after the Invitation are set out below:−
After the Invitation (assuming the Overallotment Option is not exercised) Direct interest No. of Shares % % No. of Shares No. of Shares Deemed interest Direct interest % After the Invitation (assuming the Overallotment Option is exercised in full) Deemed interest No. of Shares %

Before the Invitation Deemed interest No. of Shares %

Direct interest %

No. of Shares

Directors – – – – – – – – – – – – – – – – – – – – – – – – – – 27,500,000 [●] – – – – – – – 1,569,970 [●] – – – – – – – – – – – – – – 55,000,000 [●] – – 465,470,000 84.24 – – 465,470,000 [●] – 55,000,000 – 1,569,970 27,500,000 – – – – – – [●] – [●] [●] – – – – – 465,470,000 – – – – – – – – – – – – – [●] – – – –

Pang Yoke Min (1)(2)

Mok Weng Vai −

55,000,000

9.95

Pang Wei Meng

(2)

107
– – – – – – – – – – – – – 1,569,970 1,470,000 – [●] [●] – – –

Lau Boon Hwee

1,569,970

0.28

Yong Yin Min

27,500,000

4.98

Ng Tiong Gee

–−

Ooi Chee Kar

Goh Chong Theng

Wong Meng Hoe

Choo Boon Tiong

Executive Officers – – – – 1,569,970 1,470,000 – [●] [●] – – – – – –

Pang Wei Kuan (2)

Loo Choo Leong

1,569,970

0.28

Employees

(3)

1,470,000

0.27

GENERAL INFORMATION ON OUR GROUP

Before the Invitation Deemed interest No. of Shares % % % % No. of Shares No. of Shares No. of Shares Direct interest Deemed interest Direct interest

After the Invitation (assuming the Overallotment Option is not exercised)

After the Invitation (assuming the Overallotment Option is exercised in full) Deemed interest No. of Shares %

Direct interest %

No. of Shares

Substantial Shareholder – – 465,470,000 [●] – – 465,470,000 [●] – –

YM InvestCo Pte. Ltd.

465,470,000

84.24

Others – – − − [●] 100.0 − − – – [●] [●] – – – – [●] [●] – – [●] [●] [●] [●] [●] 100.0 – – − – – −

UOB (4)

Public

Total

552,579,940

100.0

108

Notes:−

(1)

Mr Pang Yoke Min is deemed to be interested in the Shares held by YM InvestCo Pte. Ltd. by virtue of Section 4 of the Securities and Futures Act as he holds 99.995% of the shares in YM InvestCo Pte. Ltd. and the remainder of the shares is held by Mr Pang Wei Meng.

(2)

Mr Pang Wei Meng and Mr Pang Wei Kuan are the sons of Mr Pang Yoke Min.

(3)

There are 149 employees of our Group (including 3 employees who are related to the Directors of our Company) who will hold these Shares. YM InvestCo Pte. Ltd. will transfer these Shares at fair value to such employees and the completion of the share transfers will take place prior to the listing of our Company.

(4)

UOB will be issued and allotted the UOB Shares (based on the Invitation Price) pursuant to the terms of the UOB Loan Agreements. Please refer to the sections entitled “Use of Proceeds and Listing Expenses” and “General Information on Our Group – Share Capital” of this Prospectus for more information.

GENERAL INFORMATION ON OUR GROUP
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 New Shares which are 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. There is no known arrangement, the operation of which may, at a subsequent date, result in a change in the control of our Company. There has not been any public takeover by a third party in respect of our Shares or by our Company in respect of the shares of another corporation or the units of a business trust, which had occurred between 1 January 2012 and the Latest Practicable Date. SIGNIFICANT CHANGES IN PERCENTAGE OF OWNERSHIP Save as disclosed above and under the section entitled “General and Statutory Information” of this Prospectus, there were no significant changes to the percentages of ownership of the Shares in our Company in the past three (3) years prior to the Latest Practicable Date. MORATORIUM To demonstrate their commitment to our Group:− (a) YM InvestCo Pte. Ltd., Mr Mok Weng Vai, Mr Lau Boon Hwee, Mr Yong Yin Min, Mr Loo Choo Leong, and the employees referred to in the section entitled “Shareholders” above, have undertaken not to sell, transfer, assign, or otherwise dispose any part of their respective shareholding interests in our Company for a period of six (6) months from the date of our Company’s admission to the Main Board of the SGX-ST; UOB has undertaken not to sell, transfer, assign, or otherwise dispose any part of its shareholding interests in our Company for a period of six (6) months from the date of our Company’s admission to the Main Board of the SGX-ST; and each of Mr Pang Yoke Min and Mr Pang Wei Meng, who in aggregate own 100% of YM InvestCo Pte. Ltd., which is a Controlling Shareholder, has undertaken not to sell, transfer, assign, or otherwise dispose of any part of their shares in YM InvestCo Pte. Ltd. for a period of six (6) months from the date of our Company’s admission to the Main Board of the SGX-ST.

(b)

(c)

109

GENERAL INFORMATION ON OUR GROUP
SUBSIDIARIES Our Company has 28 operating Subsidiaries. The details of each of these entities as at the date of this Prospectus are as follows:− Date and place of incorporation 22 January 2001, Singapore 21 February 2006, Australia 20 August 2004, Singapore 30 June 2010, Papua New Guinea Principal business activities Ship agent and related business Integrated logistics solutions services provider Integrated logistics solutions services provider Principal place of business Singapore Australia Details of effective ownership 100% 100%

Name of Subsidiaries Alstonia Offshore Pte. Ltd. Consolidated Pipe Carriers (Australia) Pty. Ltd. Consolidated Pipe Carriers Pte. Ltd. CPC PNG Limited

Singapore

100%

Cargo handling Papua New and other Guinea supporting transport activities Integrated logistics solutions services provider Investment holding Investment holding Investment holding Integrated subsea solutions Ship chartering, ship owning and ship management services Investment holding Rental and maintenance of marine equipment Ship agent and related business Offshore subsea intervention for oil and gas industry Singapore

100%

CPC Solutions Pte. Ltd. Crest Logistics Pte. Ltd. Crest Offshore Marine Pte. Ltd. Crest Shipyard Pte. Ltd. Crest Subsea International Pte. Ltd. CSI Offshore Pte. Ltd.

3 January 2008, Singapore 5 August 2013, Singapore 7 June 2013, Singapore 7 June 2013, Singapore 21 October 2009, Singapore 8 February 2012, Singapore

100%

Singapore Singapore Singapore Singapore Singapore

100% 100% 100% 100% 100%

Envestra Investments Limited Fleetwinch Control Pte. Ltd.(1) Hudson Marine Pte. Ltd. Offshore Subsea Services (Asia Pacific) Pte. Ltd. (3)

29 April 2013, BVI 25 November 2009, Singapore 27 September 2012, Singapore 5 May 2008, Singapore

BVI Singapore

100% 48% (2)

Singapore Singapore

100% 80%

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GENERAL INFORMATION ON OUR GROUP
Date and place of incorporation 3 November 2004, Singapore 23 July 2007, Malaysia 12 May 2010, Singapore 10 July 2013, Mozambique 18 October 2005, Singapore 15 March 2007, Indonesia 2 March 2012, Indonesia 5 April 2012, Singapore 8 January 2013, Australia 7 June 2011, The Netherlands 27 September 2011, Brazil 25 August 2011, Brazil 18 January 2002, Singapore 18 April 2008, Singapore Principal business activities Ship chartering and ship owning Ship chartering and ship owning Ship owning, ship chartering and ship management Marketing office Ship chartering Offshore subsea intervention for oil and gas industry Offshore subsea intervention for oil and gas industry Ship chartering and ship owning Marketing office Ship chartering Ship owning, ship chartering and ship management Dormant Ship chartering and ship agency Design, sale and fabrication of marine equipment Principal place of business Singapore Malaysia Singapore Details of effective ownership 100% 100% 100%

Name of Subsidiaries Pacific Crest Pte. Ltd. Pacific Crest (Labuan) Ltd. Pacific Offshore Pte. Ltd. Pacific Radiance (East Africa), LDA Prime Offshore International Pte. Ltd.(4) PT Marine Engineering Services (5) PT Subsea Offshore (6)

Mozambique Singapore Indonesia

100% 60% 72.2%

Indonesia

76.0%

Radiance Catico Offshore Pte. Ltd. (7) Radiance Offshore Australia Pty Ltd Radiance Offshore B.V. Radiance Offshore Navegacao (Alagoas) Ltda. Radiance Offshore Navegacao Ltda. (8) Strato Maritime Services Pte. Ltd. Titan Offshore Equipment Pte. Ltd. (9)

Singapore Australia The Netherlands Brazil

63% 100% 100% 100%

Brazil Singapore Singapore

100% 100% 80%

Notes:− (1) (2) (3) (4) (5) The other shareholders of this Subsidiary are Lau Eng Dee (10%), Chin Fong Wah (20%) and See Kok Siong (10%). Our Company, through Titan Offshore Equipment Pte. Ltd., controls the board of directors and holds a majority of the voting rights of Fleetwinch Control Pte. Ltd. The other shareholder of this Subsidiary is Robert Clive Estridge (20%). The other shareholder of this Subsidiary is Eka Tjandranegara (40%). The shareholders of this Subsidiary is PT Subsea (95%), which is also our Subsidiary, and Fenny Hadywidjaya (5%).

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GENERAL INFORMATION ON OUR GROUP
(6) (7) (8) (9) The shareholders of this Subsidiary is Offshore Subsea (95%), which is also our Subsidiary, and Fenny Hadywidjaya (5%). The other shareholder of this Subsidiary is Catico Investments Pte. Ltd. (37%). Catico Investments Pte. Ltd. is 100% owned by AVIC International Holdings Limited, which is listed on the Hong Kong Stock Exchange. This Subsidiary is in the process of being dissolved. The other shareholder of this Subsidiary is U Keh Choon (20%).

ASSOCIATED COMPANIES Our Company has 7 Associated Companies. The details of each of these entities as at the date of this Prospectus are as follows:− Principal business activities Ship chartering and ship owning Ship chartering and ship management Ship owning, ship chartering and ship management Repair of offshore vessels, and other ocean-going vessels Ship chartering, ship brokering and ship owning Ship chartering and ship owning Ship chartering and ship owning Principal place of business Malaysia Malaysia Details of effective ownership 49% 50%

Name of Associated Companies Alam Radiance (L) Inc (1) Alam Radiance (M) Sdn Bhd (2) CA Offshore Investment Inc. (3) CrestSA Marine & Offshore Pte. Ltd. (4)

Date and place of incorporation 28 May 2009, Malaysia 30 November 2004, Malaysia 23 May 2013, BVI 12 May 2010, Singapore

BVI

50%

Singapore

40%

PT Jawa Tirtamarin (5)

23 February 1989, Indonesia 23 August 1995, Indonesia 18 August 2010, Singapore

Indonesia

49%

PT Logindo Samudramakmur (6) Supreme Radiance Pte. Ltd. (7)
Notes:− (1) (2) (3) (4) (5) (6) (7)

Indonesia Singapore

49% 40%

The other shareholder of this Associated Company is Alam Maritim (L) Inc. (51%). Alam Maritim (L) Inc is 100% owned by Alam Maritim Resources Berhad, which is listed on Bursa Malaysia. The other shareholder of this Associated Company is Alam Maritim (M) Sdn Bhd (50%). Alam Maritim (M) Sdn Bhd is 100% owned by Alam Maritim Resources Berhad, which is listed on Bursa Malaysia. The other shareholder of this Associated Company is Premium Prize Limited (50%). Premium Prize Limited is 100% owned by AVIC International Holdings Limited, which is listed on the Hong Kong Stock Exchange. The other shareholder of this Associated Company is Soon Aik Marine Engineering (Pte.) Ltd. The shareholders of Soon Aik Marine Engineering (Pte.) Ltd. are Lee Guat Wah (49.2%) and Ang Thiam Hock (50.8%). The other shareholder of this Associated Company is PT Karya Investindo Tunggal. The shareholders of PT Karya Investindo Tunggal are Eka Tjandranegara (96.5%) and 2 other minority shareholders (3.5%). The other shareholders of this Associated Company are Eddy Kurniawan Logam (20.4%), Rudy Kurniawan Logam (25.5%) and Merna Logam (5.1%). The other shareholder of this Associated Company is Supreme Oilfield Services Pte Ltd. The shareholders of Supreme Oilfield Services Pte Ltd are Kwek Kiang Woo John (78.3%) and Bohn Teresina Philomena (21.7%).

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GENERAL INFORMATION ON OUR GROUP
GENERAL INFORMATION We are a fast expanding owner and operator of a young and diverse fleet of offshore vessels with a significant presence in Asia. Our Group strives to continually be (a) relevant to our clients; (b) reliable in our service delivery and execution; and (c) responsive to industry trends. Our Group is engaged in the following principal businesses:− (i) owning and operating offshore vessels to support the offshore oil and gas industry as well as providing ship management and agency services (the “ Offshore Support Services Business ”); and provision of subsea services to the offshore oil and gas industry (the “ Subsea Business ”).

(ii)

Our Group is also engaged in other complementary and supporting business activities, namely, the design, supply and maintenance of winches, cranes and other deck equipment for offshore vessels (the “ Marine Equipment Business ”) and the provision of logistics solutions for project cargo (the “ Project Logistics Business ”) (collectively, the “ Complementary Businesses ”). The diagram below represents our business segments and services:−

Paci c Radiance Ltd.

Offshore Support Services Business

Subsea Business

Complementary Businesses

Marine Equipment Business Own, manage, charter and operate offshore vessels, which comprise OSVs, AWBs, DSVs, SCVs and tugs and barges Inspection, repair and maintenance services Light construction services Owns two DSVs Design, supply and maintenance of deck equipment e.g. winches and cranes Project Logistics Business Provision of logistics solutions for project cargo

With respect to our Offshore Support Services Business, our main focus is on the owning and chartering of our diverse fleet of offshore vessels to our clients. Our offshore vessels comprise OSVs, AWBs, DSVs, SCVs and tugs and barges. As at the Latest Practicable Date, we have 133 offshore vessels in our Group’s fleet. As owners and operators of offshore vessels, we are able to provide comprehensive and customised offshore support services to our customers, such as providing technical expertise in operating our vessels, and we are therefore able to benefit from higher operating margins. Our fleet of vessels support the offshore oil and gas exploration, development, production and decommissioning phases. As a testament to the quality of our offshore vessels and services, we have secured contracts, directly and/or indirectly, with IOCs and NOCs such as BG Group, TOTAL, Chevron, Shell, Pertamina and Petrobras, international oil and gas contractors such as

113

GENERAL INFORMATION ON OUR GROUP
Saipem, McDermott, Subsea 7, Technip, Hyundai Heavy Industry, CUEL, Thai Nippon Steel as well as international seismic companies such as WesternGeco, Polarcus and CGG Veritas, all of whom have stringent vessel and high service standard requirements. Our expertise and track record in owning, chartering and operating our offshore vessels over the last 10 years have earned us recognition from our customers and other industry players. We have developed strong relationships with our customers over the years and we have gained a reputation for providing high quality, efficient and reliable offshore vessels and services. As our operations span across Asia, South America, Africa, and Australia, we believe our wide area of operations provides us with a strategic advantage of being able to meet the needs of a diverse and global customer base, which includes the international oil and gas majors. Our Group is headquartered in Singapore and our clients are predominantly offshore oil and gas companies that operate on a regional or global basis. As our business model requires us to support our clients wherever they have operations, we have a global geographic reach and our offshore vessels can be found throughout Asia, South America and Australia, though South-east Asia remains our core operating region at this time. In light of our customer mix and geographic range, Singapore’s location as a hub for the marine and offshore industry is of strategic value to our Group as it provides access to both clients and suppliers in the industry. For FY2010, FY2011, FY2012 and HY2013, our Group’s revenue was US$59.8 million, US$95.1 million, US$130.8 million and US$77.6 million, respectively. Our Offshore Support Services Business contributed approximately 95.2%, 83.2%, 84.0% and 67.1%, respectively to our Group’s revenue for the said periods, while our Subsea Business, which commenced in FY2011, contributed approximately 12.0%, 13.3% and 25.6% for FY2011, FY2012 and HY2013, respectively. As at 1 July 2013, our Group has outstanding ongoing charter contracts of varying periods totalling in value of approximately US$187.2 million based on their contracted charter rates and assuming full utilisation of the vessels for the remaining duration of the charterparties. COMPETITIVE STRENGTHS Our Directors consider the following to be our core competitive strengths:− Experienced management team with established track record Our business activities are managed by an experienced, dedicated and competent team, which includes Mr Pang Yoke Min, Mr Mok Weng Vai and Mr Lau Boon Hwee who are veterans in the offshore marine industry and spearhead our Group’s analysis of market trends and strategy formulation. In particular, Mr Pang Yoke Min has more than 30 years’ experience in the offshore marine industry, while Mr Mok Weng Vai and Mr Lau Boon Hwee each have more than 20 years of such experience. Some of our other senior management team members have been in the business of building, managing and operating vessels in Asia over the past few decades. With this many years of experience, our management team is highly adept when it comes to building and maintaining a certain composition of our fleet and deploying the appropriate vessel types for our operations. In addition, through the years, our management team has developed strong relationships with our customers and third party shipyards, and established a track record of successful project executions, which goes towards securing the confidence of prospective customers. We have also established a reputation among our customers for consistently providing quality service and maintaining high operational and safety standards. This reputation has benefited our Offshore Support Services Business in terms of quality and on the execution of our customers’ delivery 114

GENERAL INFORMATION ON OUR GROUP
schedules as we have over the years of serving these clients, developed systems and processes in adherence to the highest standards. The qualifications and work experience of our Executive Directors and Executive Officers are set out in the section entitled “Directors, Management and Staff” of this Prospectus. Our management team is ably supported by an experienced and competent workforce comprising members who have intimate and broad-based knowledge and extensive expertise with respect to the technical, operational, and commercial activities of the marine oil and gas industries. Diverse and modern fleet catering to the oil and gas project life cycle Our fleet of wholly-owned OSVs has an average age of approximately 3 years. Our Directors’ understanding based on their industry experience is that the average age of our OSVs is younger than the industry average. The youth of the fleet translates to greater reliability, higher deployment rate and lower maintenance cost. The fleet comprises a spectrum of vessels ranging from high-end and sophisticated vessels such as DSVs for subsea work and large AHTS’ with hybrid propulsion systems to ocean tug and barge spreads. The diversity of vessel types has enabled our Group to support clients over a wide variety of operations covering all the major phases of an oil field’s life cycle, e.g. offshore exploration for hydrocarbons, development of offshore field infrastructure, hydrocarbon production phase as well as decommissioning of oilfield infrastructure at the end of the field’s life. In addition to our fleet diversity, our Group’s marketing and business development teams have ensured that we maintain the right composition of vessels to take advantage of prevailing market conditions and which allows our Group’s fleet to be optimally utilised. Together, the diverse vessel types when coupled with our Group’s versatile operations and project capabilities, have enabled our Group to provide a multitude of services for our clients. Our fleet management and renewal strategy ensures our vessels are market relevant To ensure that our fleet remains market relevant, we are actively engaged in implementing our fleet management and renewal strategy. As part of our strategic newbuild programme, we continually review and streamline our fleet to stay relevant to the changing market and customer needs as well as to maintain a young fleet. Our Group is continually building and adapting dedicated vessels with customised capabilities for supporting specific work scopes (e.g. self-propelled pipe and module carrier transporters) and for the specific territories or markets in which these vessels are deployed. These innovative adaptations ensure that improved efficiencies are derived from a particular vessel operation. Strong global customer base and customer relationships We have a strong global customer base and maintain strong business relationships with our customers, some of which have engaged us on multiple occasions to provide services. Our Group’s customers include IOCs and NOCs such as BG Group, TOTAL, Chevron, Shell, Pertamina and Petrobras, international oil and gas contractors such as Saipem, McDermott and Subsea 7, Technip, CUEL, Thai Nippon Steel as well as international seismic companies such as WesternGeco and CGG Veritas. Our business as a ship owner and operator entails dealing directly with end-users of offshore vessels. Through this direct dealing, we have been able to acquire and gather valuable feedback on our customers’ needs, enhance our market knowledge and anticipate our customers’ requirements. As a result, we have established a reputation among our customers for providing quality service and maintaining high operational standards.

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GENERAL INFORMATION ON OUR GROUP
Access to high growth and cabotage-protected areas Our strategic partnerships with our foreign partners have allowed us to penetrate into key markets with high barriers to entry in the form of cabotage laws, such as Indonesia, Malaysia and South America. For example, under the cabotage laws of Indonesia promulgated by the Indonesian Transportation Ministry, Indonesian companies are given priority as service providers in the oil and gas industry. Local and foreign companies are required to seek Indonesian-flagged shipping companies first in a tender and may only turn to foreign firms if they fail to get local companies within three rounds of bidding. While there have been some attempts to alleviate the stringent cabotage rules in favour of foreign flagged vessels, the regulations are still very restrictive. Permits to use foreign flagged vessels would only be granted if Indonesian-flagged vessels are not available or are not sufficiently available. In addition, such permits are only granted for a maximum of three months which in most cases would not be sufficient for foreign companies to fulfill their contracts. The Indonesian laws further restrict foreign share ownership in Indonesian shipping companies. We are able to work synergistically with our joint venture partners in these cabotage protected markets whereby our Associated Companies acquire vessels available from our existing fleet on a needs basis. Through our joint ventures with our partners in PT Jawa and PT Logindo, we have access to more than 65 vessels in Indonesia and have been able to conduct extensive business activities in Indonesia. This allows us to execute our ongoing strategy to expand our operations in that region due to the growing interest in offshore oil and gas activities there. Expertise in shipbuilding management and direct oversight in shipbuilding process We have a long track record of managing and supervising our vessel construction process at third party shipyards with our dedicated and experienced project management team. Our project management team has direct oversight in the third party shipbuilding process which gives us some measure of control over the supply chain and allows us to customise our vessels according to market trends and requirements. This arrangement coupled with our shipbuilding management experience also enables us to manage the costs of the construction of our vessels and prevent undue delays in the shipbuilding process. In addition, as we have long-standing relationships with shipyards which are competent, we are usually able to obtain favourable rates for the services of these shipyards while relying on their strong track record of delivering quality vessels on a timely basis. We also have an established network of suppliers of vessel equipment, such as propulsion systems, dynamic positioning systems, marine engines and generators, with extensive technical expertise. Complementary businesses that enhance control over our supply chain Our Marine Equipment Business allows us to exert greater control over our supply chain for assembly of our deck equipment and reduce reliance on external third party service providers. In addition, we are developing our future ship repair yard on land that has a 180-metre waterfront which is leased from Jurong Town Corporation until 2037. This land is currently being used to berth our vessels, which reduces our operational expenses as we are less reliant on third party ship repair yards for berthing facilities. Our Group is continually seeking to strengthen its supply chain channels and processes for increased cost effectiveness and faster client response time. Our overall turnaround time will be enhanced when our marine equipment fabrication facility

116

GENERAL INFORMATION ON OUR GROUP
becomes operational at the end of 2013 and our ship repair yard fully operational by the middle of 2015. Please refer to the section entitled “Business Strategies and Future Plans” of this Prospectus for more information. OUR HISTORY AND DEVELOPMENT

Key Corporate Milestones
Development of fleet building strategy Incorporation of Pacific Radiance Expanded operations to Malaysia through joint ventures Entered into Marine Equipment Business Expanded operations overseas to Indonesia through joint ventures Expanded operations overseas to Brazil

Entered into Project Logistics Business

Entered into Subsea Business

2012
Provision of ship chartering services through Strato Maritime Services

Own and/or operate 124 offshore vessels

2011 2010 2008 2007 2006 2009
Own and/or operate 50 offshore vessels

Own and/or operate 9 offshore vessels

2005 2002

The Founding Years (2002-2006) Our Group’s beginnings can be traced back to 2002 when Mr Mok Weng Vai, our Executive Director, via Strato Maritime Services, provided ship chartering services for offshore vessels to the oil and gas industry. Our Group developed our fleet building strategy in 2005 following the acquisition by Mr Mok Weng Vai of a 99.99% stake in Alstonia Offshore, and his incorporation of Pacific Crest, which would lay the foundation for our Group’s business over the next 9 years. Pacific Crest in turn acquired a 60.0% stake in Prime Offshore, for the purpose of chartering and operating vessels. On 6 July 2006, Mr Mok Weng Vai incorporated our Company. Our Executive Chairman, Mr Pang Yoke Min, invested in our Company and acquired a majority stake of 90.0% through YM InvestCo Pte. Ltd. on 15 November 2006. Mr Yong Yin Min acquired a 5.0% stake on 30 November 2006 when shares were transferred to him from YM InvestCo Pte. Ltd.. A subsequent restructuring exercise on 8 July 2006 saw the consolidation of Strato Maritime Services, Pacific Crest and Alstonia Offshore under the sole ownership of our Company. Following this consolidation, Strato Maritime Services and Pacific Crest continued to operate their respective businesses of providing ship chartering services and expanding our fleet of vessels respectively, and Alstonia Offshore was designated as the holding entity for our Group’s strategic investments. Our Offshore Support Services Business continued to expand and our Group’s fleet of offshore vessels grew to 9 by the end of 2006.

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GENERAL INFORMATION ON OUR GROUP
Fleet Expansion and Diversification into Complementary and Supporting Activities (2007-2010) From 2007 to 2010, our Group embarked on a programme of rapid and controlled expansion which led to the addition of numerous modern vessels of diverse types to our fleet as well as the establishment of various new service capabilities. Over these 4 years, our Group’s fleet more than tripled from just 16 offshore vessels (by the end of 2007) to 50 offshore vessels by the end of 2010. This included specialised saturation DSVs and accommodation work vessels. In 2007, our Group also entered into the Project Logistics Business following investments in a minority stake of 30.0% in the Consolidated Pipe Carriers group. The other shareholders of this company were unrelated third parties. We invested in the Consolidated Pipe Carriers group as we wanted to expand our capabilities in the area of provision of logistics services for project cargo, which is complementary to our Group’s business as the transportation of pipes and cargo involves the use of our Group’s vessels. In 2009, our Group’s shareholding interest in the Consolidated Pipe Carriers group was diluted to approximately 26.67% when there was a further allotment of shares in Consolidated Pipe Carriers to one of its shareholders. In 2009, our Group laid the foundation of our relatively new Subsea Business with the incorporation of our wholly-owned Subsidiary, Crest Subsea International. The Subsea Business is a synergistic and complementary business which provided our Group with the ability to deliver higher value turnkey capabilities while effectively utilising the specialised offshore vessels within our Group’s fleet. Our Group took delivery of our DSVs in 2011. In addition, our Group also expanded vertically along the value chain into the Marine Equipment Business as part of our efforts to control our supply chain in order to deliver a greater level of vessel service reliability. This was done through our acquisition of a 80.0% stake in Titan Offshore in 2009, which is a fabricator of deck equipment followed by an investment in a 60.0% stake in Fleetwinch Control in 2010, which provides rental and servicing services for deck equipment. In 2010, our Group made a further investment and acquired a 40.0% stake in CrestSA Marine & Offshore which will enable us to gain access to a modern ship repair yard in Singapore (which are expected to be fully operational by the middle of 2015), adding a further edge to our delivery of offshore support services. As a testament to our commitment to quality, our Company, Strato Maritime, Alstonia Offshore, Pacific Crest and Prime Offshore were in 2008 awarded the ISO 9001:2008 certification by Guardian Independent Certification Pte. Ltd., an accreditation body authorised by ISO to certify companies qualifying for the ISO standards. These ISO 9001:2008 certifications were awarded to us in recognition of our commitment and efforts in maintaining a quality management system in the management and chartering of offshore vessels.

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GENERAL INFORMATION ON OUR GROUP
Becoming a Global Player (2010 onwards) From 2010 onwards, our Group embarked on a strategy of international expansion to broaden our service coverage with the acquisition of strategic stakes in foreign companies as well as the deployment of vessels further afield from our traditional market of South-east Asia. This enabled our Group greater access to the fast-growing opportunities in our traditional sphere of operations in South-east Asia, as well as to diversify the source of revenue for our Group’s Offshore Support Services Business. In 2010, we entered into a joint venture with Alam Maritim Resources Bhd, an entity listed on the Bursa Malaysia Berhad, and acquired a 49.0% stake in our Malaysian Associated Company, Alam Radiance (L). This gave us greater access to the Malaysian market by allowing us to own Malaysian flagged offshore vessels through Alam Radiance (L) and charter these vessels to IOCs and NOCs in Malaysia. Alam Radiance (L) owns and operates 2 AWBs. In the early part of 2011, our Group made a further investment into the Consolidated Pipe Carriers group and our shareholding interest in Consolidated Pipe Carriers increased to 84.88%. Also in 2011, our Group acquired a strategic interest of 49.0% each in 2 established Indonesian ship-owning and chartering companies, PT Jawa and PT Logindo. In partnership with our Group, these 2 Associated Companies now control over 65 Indonesian flag offshore vessels, allowing our Group to leverage on their operating experience in the Indonesian market as well as their ability to register vessels under the Indonesian flag to grow its Indonesian presence. More importantly, these partnerships position our Group as one of the few major international offshore vessels owners with significant access to the growing demand for domestically-flagged vessels in Indonesia arising from the recent implementation of cabotage laws in the country. PT Logindo won the Best Offshore Shipowner/Operator award given by the Indonesian National Shipowners’ Association in 2012. In early 2012, we expanded our Subsea Business capabilities with the acquisition of a 80.0% stake in Offshore Subsea Services which in turn owns 2 operating Indonesian companies, PT Subsea and PT Marine Engineering. In that same year, our Group also expanded our Offshore Support Services Business operations further with its entry into another joint venture to establish a ship owner and charterer, Radiance Catico Offshore, in which our Group has a 63.0% stake. In addition, our Group clinched a number of long-term charters with leading IOCs and NOCs in South America and East Africa during this period. We incorporated our wholly-owned Brazilian Subsidiary, Radiance Offshore Navegacao (Alagoas), which owns 2 Brazilian flagged vessels and is responsible for our Group’s marketing and operating functions in South America. Also in line with our plans to expand our presence globally, we embarked on the following overseas ventures: (a) we incorporated our wholly-owned Subsidiary, Radiance Offshore B.V., which is engaged in ship chartering, in the Netherlands, in 2011; (b) we incorporated our wholly-owned Subsidiary, Radiance Offshore Australia, which is our marketing office in Australia, in 2013; (c) we entered into a new joint venture and invested in a 50.0% stake in CA Offshore, which is incorporated in the BVI in 2013, and is intended to be engaged in ship owning, management and chartering; and (d) we incorporated our wholly-owned Subsidiary, Pacific Radiance (East Africa), which is our marketing office in Mozambique, in 2013.

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GENERAL INFORMATION ON OUR GROUP
In late 2012, our shareholding interest in the Consolidated Pipe Carriers group was diluted to 62.51% when there were further allotments of shares in Consolidated Pipe Carriers to its other shareholders, and finally, in 2013, we acquired the remainder of the share capital to obtain full management control of Consolidated Pipe Carriers as our Group and the previous shareholders of Consolidated Pipe Carriers believed that it was appropriate to terminate their joint venture whereupon our Group could assume full management control of Consolidated Pipe Carriers to grow the business. Our Group’s entire structure as at the Latest Practicable Date can be found in the section entitled “General Information on Our Group – Our Corporate Structure” in this Prospectus. OUR BUSINESS Offshore Support Services Business Our Group’s largest business segment is our Offshore Support Services Business. Our Group owns a fleet of offshore vessels and we manage and charter these offshore vessels to our customers. Our vessels currently operate in Asia, South America, Africa and Australia through our various operating Subsidiaries and Associated Companies. As at the Latest Practicable Date, we wholly own and operate a total of 62 offshore vessels which are chartered out (directly and/or indirectly) to various IOCs and NOCs, international oil and gas contractors and international seismic companies. In addition, we have as at the Latest Practicable Date, access to another fleet of 71 offshore vessels, which we jointly own with our Associated Companies, allowing us to operate our vessels in Indonesian and Malaysian waters, which are markets that have cabotage laws in place. Our fleet of OSVs (excluding the vessels owned by our Associated Companies) has an average age of approximately 3 years. Our Directors believe that the average age of our OSVs is younger than the industry average. With a younger fleet of vessels, our Group has a higher chance of being awarded charter contracts where requirements are more stringent. A younger fleet of vessels also allows us to achieve higher efficiencies and reduce fuel consumption costs and other operating costs. In addition, we are in the process of building our first green ship under the Green Technology Programme pursuant to an award granted by the MPA. The Green Technology Programme encourages local maritime companies to develop and adopt green technologies and provides grants to such companies to co-fund the development and adoption of green technological solutions. In order to qualify for such grants, companies will, inter alia , need to have verifiable emissions reduction results that comply with industry performance guidelines. To maintain our competitive edge, our Group has put in place a process to ensure that our fleet is properly renewed on an ongoing basis, rather than replacing vessels only when circumstances require it. In determining how best to renew our fleet, our Group relies on our market intelligence and customer feedback in order to project customers’ requirements for the various stages of the oil and gas life cycle within the next 1 to 3 years. This lead-time is required in order to ensure that we are able to build and/or acquire new or replacement vessels in time to meet such requirements. In addition, our Group deploys experienced newbuilding project management personnel to third party shipyards where they can directly supervise and manage the shipbuilding process and ensure our requirements are being met. A summary of our fleet is set out in the section entitled “General Information on our Group − Our Operating Assets and Utilisation Rates” in this Prospectus.

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GENERAL INFORMATION ON OUR GROUP
We mainly charter our offshore vessels on a time charter basis, pursuant to which vessels are placed with crew at the disposal of the charterer, for a period of time in return for a charter fee. This tends to range from 6 months to 5 years. On occasion, we will also hire out vessels on a bareboat charter basis, pursuant to which our vessels are chartered out without a crew for a specific period of time (during which the operating costs of and responsibility for the vessel are borne by the charterer). Our Operations Being an owner of offshore vessels, our Group is experienced in the provision of ship management and operations activities as they are fundamental to our business. Our expertise in carrying out such services allows us to provide such services to vessels owned by clients if the need arises. Some of the ship management and operations services we are able to provide are:– (a) providing a seaworthy vessel by ensuring that the maintenance and operations of vessels comply with IMO, flag state as well as leading international classification societies’ standards; manning the vessel with a certified complement of master, officers and crew who are suitably trained to perform the required tasks; arranging for all port and documentation clearance when vessels are required to enter or leave a port for purposes of loading cargo, re-supply or repair and maintenance activity; arranging insurances for vessels; ensuring the quality and safety assurance or maintenance of vessels and their classifications; and procuring the necessary marine supplies, equipment, spare parts, provisions as well as consumables for the smooth running of the vessel.

(b)

(c)

(d) (e)

(f)

Our Fleet Composition Supports The Oil And Gas Field’s Project Life Cycle Our ship-chartering and operations business mainly serves the offshore oil and gas industry and caters across the oil and gas field’s project life cycle from exploration to decommissioning. In order to meet the varied requirements for specific types of offshore vessels at each stage of the oil and gas project life cycle, we maintain a diverse fleet of offshore vessels. This allows our Group to deploy the appropriate offshore vessel type to suit the various customer requirements and to serve the offshore service value chain. This is especially relevant where the customer requires an offshore vessel that fits certain specific parameters, and our diverse fleet of offshore vessels increases our probability of having the appropriate offshore vessel for the project.

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GENERAL INFORMATION ON OUR GROUP
The different phases of the oil and gas field project life cycle may be broadly divided into: (a) the exploration phase, (b) the development phase, (c) the production phase; and (d) the decommissioning phase. The following diagram sets out the various services which can be provided by our offshore vessels in each phase of the oil and gas field project life cycle:–

Oil and Gas Project Life Cycle

Exploration

Development

Production

Decommissioning

Key Activities Performed By Our Fleet
• Standby duties • Seismic surveys support • Towing drilling rigs • Positioning and/or mooring drilling rigs • Transporting personnel and supplies • Assisting with the demobilisation of drilling rigs and supporting vessels • Standby duties • Towing drilling rigs • Positioning and/or mooring drilling rigs • Assisting with or supporting installation and commissioning of eld infrastructure • Transporting personnel and supplies • Towing of oating production systems • Mooring of the oating production system • Deployment of divers and/or ROVs for subsea installation support • Assisting with the demobilisation of drilling rigs and supporting vessels • Standby duties • Transporting personnel and supplies • Deployment of divers and/or ROVs for IRM operations • Functioning as temporary accommodation • Providing crane lifting capacity and platform maintenance • Standby duties • Assisting with the demobilisation of FPSO/FSO or platform • Transporting personnel and supplies

.

Offshore Vessels Provided by Our Group
• • • • AHT AHTS PSV MPSV • • • • • • • • • Tugs and barges AHT AHTS PSV MPSV DSV AWB MWV SCV • • • • • • • AHT AHTS PSV MPSV DSV AWB MWV • • • • • • • • • Tugs and barges AHT AHTS PSV MPSV DSV AWB MWV SCV

Our vessels can be deployed across the oilfield lifecycle

The Exploration Phase During the exploration phase, our offshore vessels can provide services such as:– (a) supporting seismic operators’ seismic vessels in conducting seismic surveys. Seismic surveys are carried out by or on behalf of oil and gas companies to locate oil and natural gas reserves in the ocean beds; towing drilling rigs offshore to their drilling locations for exploratory drilling;

(b)

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(c) positioning and/or mooring the drilling rigs at the location of drilling by setting anchor pattern spreads or holding the rig in position while it jacks-up into position; standing by near drilling rigs during their operations or zones of heavy vessel traffic to provide fire-fighting, anti-pollution and prevention measures as well as personnel rescue in the event of an emergency; transporting personnel, provisions, fuel, equipment spares and other supplies to and from shore, or between the offshore construction/installation vessels, drilling rigs and other platforms engaged in the field development campaign; and assisting the demobilisation of drilling rigs and other supporting vessels following the completion of field development activities.

(d)

(e)

(f)

The Development Phase During the development phase, our offshore vessels can provide services such as:– (a) standing by near drilling rigs during their development drilling operations or zones of heavy vessel traffic to provide fire-fighting, anti-pollution and prevention measures as well as personnel rescue in the event of an emergency; towing drilling rigs offshore to their drilling locations for development drilling; positioning and/or mooring the drilling rigs at the location of drilling by setting anchor pattern spreads or holding the rig in position while it jacks-up into position; assisting specialised offshore construction/installation vessels in pipe-laying, cable-laying, jacket and topside installation, subsea production system installation and commissioning operations; functioning as platforms to deploy and operate ROVs as well as diving operations which are necessary for the installation of subsea infrastructure; transporting personnel, provisions, fuel, equipment spares and other supplies to and from shore, or between the offshore construction/installation vessels, drilling rigs and other platforms engaged in the field development campaign; towing of floating production systems (such as FPSOs, FSOs, spars, TLPs) from the conversion or newbuilding yard into the oil/gas field; mooring of the floating production systems (such as FPSOs, FSOs, spars, TLPs) in its position in the field and supporting its subsequent hook-up to the subsea risers (hoses/pipes) as well as commissioning; assisting the demobilisation of drilling rigs, offshore construction/installation vessels and other supporting vessels following the completion of field development activities; and deployment of divers and/or ROVs to support the installation of field infrastructure.

(b) (c)

(d)

(e)

(f)

(g)

(h)

(i)

(j)

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The Production Phase During the production phase, our offshore vessels can provide services such as:– (a) standing by in the oil field in the vicinity of the production systems/platforms while these are receiving oil/gas from the field or zones of heavy vessel traffic to provide fire-fighting, anti-pollution and prevention measures as well as personnel rescue in the event of an emergency; transporting personnel, provisions, fuel, equipment spares and other supplies to and from shore, or between the offshore construction/installation vessels, drilling rigs and other platforms engaged in the field development campaign; deployment of divers and/or ROVs to carry out routine inspection and maintenance of underwater structures, pipeline and jackets as well as ad-hoc repairs of any defects found; functioning as temporary accommodation facility for personnel evacuated from manned production systems/platforms during periods of shutdown and maintenance; and providing crane lifting capacity necessary for the removal and replacement of equipment on the topside modules of production systems/platforms.

(b)

(c)

(d)

(e)

The Decommissioning Phase During the decommissioning phase, our offshore vessels can provide services such as:– (a) standing by near offshore construction vessels and subsea vessels during the demobilisation operations to provide fire-fighting, anti-pollution and prevention measures as well as personnel rescue in the event of an emergency; assisting the offshore construction vessels and subsea vessels in the demobilisation of FPSO/FSO or platform and the well killing process. The demobilised platform structure is either towed away or placed on deck of the offshore vessels for transportation back to shore; and transporting personnel, provisions, fuel, equipment spares and other supplies to and from shore, or between the offshore construction/installation vessels, drilling rigs and other platforms engaged in the field development campaign.

(b)

(c)

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Fleet expansion and renewal process We acquire our offshore vessels by way of a collaborative ship-building process pursuant to which our project management team works with and supervises third party shipyards in the design and construction of market relevant support vessels. The large majority of the third party shipyards that we engage are located in North Asia and the rest are in South-east Asia. As we have been managing the building of our offshore vessels for our own use since we started our business, we have a long track record of implementing such collaborative and supervised vessel construction processes which we believe has significantly contributed to our Group’s success and high vessel deployment rate. Through this, we have been able to acquire our vessels at a construction cost that is lower than the price to acquire a similar vessel in the open market from third party shipbuilders or traders. Our business model of building offshore vessels at third party shipyards gives our Group flexibility that allows us to tailor our fleet expansion activities according to the upward and downward trends of the market. Where an increase in demand for offshore vessels is anticipated, we are able to increase our orders for the building of such offshore vessels and take advantage of the market’s upside. Similarly, we are able to scale back our orders for new offshore vessels when we foresee a decrease in market demand for such offshore vessels without having to bear the capital expenditure and overheads of maintaining a shipbuilding facility. We prefer to manage the construction process of our offshore vessels at third party shipyards as we are better able to manage the cost of constructing our vessels, as opposed to purchasing a ready-made vessel which comes with an inherent mark-up on the purchase price. However, we have, on occasion, acquired ready-made vessels and such acquisition of vessels are made (i) when we are confident that we would be able to secure jobs for which such vessels are needed, (ii) the vessels can be acquired at a price that is commercially advantageous to us, and/or (iii) the quality of the vessels are to our satisfaction. Our fleet renewal process has, to date, been successful and has allowed us to maintain a growing and relatively young fleet that is able to meet our customers’ requirements. The key steps of our fleet expansion and renewal process are set out below:−
Fleet expansion and renewal process
Evaluation of new vessel market requirements Selection and re nement of new vessel design Selection of shipyards and shipbuilding process management Allocation of vessel to markets and Group entities

(a)

Evaluation of new vessel requirements Our fleet expansion process begins with an analysis of the macro exploration and production trends, exploration and production spending (which correlates with the rigs that will be built and installed, existing offshore vessel supply in the market and forecasted newbuilding vessel deliveries). Our decision-making process also involves considering our Group’s available capital, the potential returns from the operation and chartering of such vessel as well as the costs of building such a vessel.

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We supplement our market analysis with regular consultation with existing and potential customers to take into account market gaps and to gain insight into the desired vessel specifications of these potential customers. Based on our market intelligence analysis, our Group will have an indication of the types of offshore vessels that our customers will require in the next one to three years. Depending on our fleet composition at the time as well as our existing charter contracts, we are able to identify whether our Group will have the appropriate offshore vessel fit for our customers’ purposes. In the event that we are of the view that we may not have the appropriate offshore vessel to meet these requirements in the future, we would then make a decision as to whether to build a new offshore vessel. Our Group’s current focus is to expand our fleet by building market relevant offshore vessels in order to support our geographical expansion. (b) Selection and refinement of new vessel design Once a decision has been made to build a new offshore vessel, we will engage a third party design house to prepare the design for that vessel. Our operations and technical teams will study the initial design in-house to determine whether specific features need to be adapted to the general vessel design and if that is required, we will collaborate with the design house to effect such adaptations to the design. We procure vessel equipment directly from equipment manufacturers with whom we have long-standing relationships which gives us some control over the supply chain. As such, during the delivery stages, we will enter into discussions with our equipment suppliers on the specifications and availability of key vessel equipment that the design is required to take into account. (c) Selection of shipyards and shipbuilding process management We have long-standing relationships with shipyards which are competent, and which have over the many years of working with us, grown familiar with our stringent vessel requirements and standards of project execution. As a result, we are assured of the quality of work that these shipyards are capable of and are also able to leverage on these relationships to be quoted lower shipyard rates and other favourable terms. After the design has been finalised, we will seek quotations from shipyards for the building of the offshore vessel. During this process, our project management team will evaluate each shipyard’s facilities, shipbuilding capabilities and financial stability. Once a shipyard has been selected, we will enter into a contract for the building of the offshore vessel. Our project management team, which comprises senior personnel with many years of industry experience, will closely supervise and manage the entire shipbuilding process and collaborate with the shipyard as they are deployed physically onsite. Having our own personnel on the ground at the shipyard gives us some measure of control over the construction process as they would be able to assist in dealing with issues as and when they arise during the project. The experience of our project management team adds considerable value to the construction process in the form of putting in safeguards to ensure that the appointed shipyards are working efficiently, our high standards are being adhered to and our requirements are being met with all the essential vessel specifications being incorporated. The number of personnel who will be assigned to the shipyard will depend on the type of vessel being constructed. It is also at this stage that our project management team works in close co-ordination with our key vessel equipment suppliers to ensure on-time and on-budget delivery. We believe that the supervision by our project management team of the construction process has been an effective measure to prevent undue delays in the construction and cost overruns arising from such delays. 126

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(d) Allocation of Vessels to market and Group entities Once vessel construction is near completion, we will undertake a follow-up review of the prevailing vessel requirements and suitability by regions, and the requirements of our operating Group entities, including our Associated Companies. These vessels will then be incorporated into our fleet for our marketing and operational purposes. Where appropriate, our Group may sell some of our vessels to our Associated Companies on an arm’s length basis as part of our ongoing strategy to have our vessels flagged in jurisdictions with cabotage laws. Please refer to the section entitled “Our Business – Our Operations in Indonesia and Malaysia” of this Prospectus. We have sold in aggregate 13 of our vessels to our Associated Companies for FY2010, FY2011 and FY2012. Despite the sale of such vessels, our wholly-owned fleet size has increased from 49 in 2010 to 58 in 2012. As a corollary to our acquisition of new or replacement vessels, our Group also looks for opportunities to dispose of our older vessels, especially if the view is that such older vessels may not be in line with our Group’s business strategy. Newbuild Programme As our Directors believe that there will be an increase in demand for offshore vessels in the next 3 years, arising from, inter alia , an increase in oil and gas spending globally, we are actively pursuing business growth opportunities by expanding our fleet in order to increase our market share. Our strategy is to expand our fleet of market relevant offshore vessels by investing in larger, more sophisticated dynamic positioning vessels to support growing deep water exploration and production activities. In line with this strategy, as at the Latest Practicable Date, our Group has invested in a US$320.8 million capital expenditure plan, contracting to build the following offshore vessels over the next 2 years:–
Estimated Year of Delivery 2013 2014 2014 2014 2014 2014 2014 2014 2014 2014 2014 2014 2014 2015 2015 2015 2015

Type of Vessel (1) MWV MWV PSV PSV PSV (2) PSV PSV PSV AHTS(2) AHTS(2) AHTS(3) AWB ROV support vessel PSV PSV AHTS(2) AHTS
(2) (2)

Specifications 208 men/64 ton crane 204 men/64 ton crane 4,000 DWT 4,000 DWT 4,000 DWT 4,000 DWT 4,900 DWT/Diesel electric drive 4,900 DWT/Diesel electric drive 6,000 BHP 6,000 BHP 16,000 BHP 450 pax/300 ton crane Diesel electric drive, 30 ton AHC subsea crane 4,000 DWT/Diesel electric drive 4,000 DWT/Diesel electric drive 6,000 BHP 6,000 BHP

Class ABS ABS BV BV BV BV ABS ABS BV BV ABS ABS BV DNV DNV BV BV

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Notes:− (1) (2) (3) All of the newbuilds except the AWB are equipped with a DPS-2 classification system. These vessels are jointly owned through CA Offshore, our Associated Company. This AHTS is the first vessel that is being built by our Group under the Green Technology Programme pursuant to an award granted by the MPA. It is a hybrid vessel combining both diesel-mechanic and diesel-electric propulsion, which reduces emissions and allows the vessel to be more fuel efficient.

Our Operations in Indonesia and Malaysia Two of the key countries in which our Group operates in are Malaysia and Indonesia, both of which are jurisdictions that have cabotage laws. Our Group has managed to enter into joint venture arrangements with local partners in these countries and this, in turn, has allowed our Group to have indirect access to these markets via the joint venture companies. Indonesia We believe that macroeconomic factors, such as the expected increase in exploration and production spending in Indonesia over the next 5 years, and the tightening of cabotage laws in Indonesia, would drive the demand and charter rates for Indonesian-flagged offshore vessels. We also believe that we are well-positioned to capitalise on the rising spending in the Indonesian oil and gas market. Please refer to the section entitled “Prospects, Trends and Order Book” of this Prospectus. Our Group has two Associated Companies in Indonesia, PT Jawa and PT Logindo, both of which are 49% owned by our Group. As at the Latest Practicable Date, PT Jawa currently owns and operates 11 Indonesian-flagged offshore vessels while PT Logindo owns and operates 58 Indonesian-flagged offshore vessels. PT Logindo was also the recipient of the Best Offshore Shipowner/Operator award for the year 2012 which was given by the Indonesian National Shipowners’ Association. PT Logindo is also in the process of listing on the IDX. Please refer to the section entitled “Business Strategies and Future Plans” of this Prospectus for more information. The fleet composition of PT Logindo and PT Jawa as at the Latest Practicable Date is set out below:− PT Logindo Classification Society ABS and BKI BV and BKI ABS and BKI BV and BKI ABS and BKI ABS and BKI ABS and BKI BV and BKI

Name/Description of Vessel Logindo Overcomer/AHTS Logindo Braveheart/AHTS Logindo Stature/AHTS Logindo Destiny/AHTS Logindo Stout/AHTS Logindo Energy/AHTS Logindo Vigilant/AHT Logindo Synergy/AHT

Specifications 5,150 BHP 5,150 BHP 5,150 BHP 5,150 BHP 8,000 BHP 12,240 BHP 3,200 BHP 3,800 BHP

Year Built 2008 2008 2012 2012 2009 2012 2007 2006

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Classification Society BV and BKI BV and BKI BV and BKI BV and BKI BKI BKI BKI BKI BKI BKI BKI BKI BKI BKI BKI BKI BKI BKI BV and BKI BV BV BKI BKI BKI BKI BKI BKI BKI BKI BKI BKI BKI BKI BKI

Name/Description of Vessel Logindo Progress/AHT Servewell Sincere/PSV Logindo Radiance/AWB Logindo Reliance/AWB Logindo Pelican/Landing Craft Logindo Liberty/Landing Craft LSM Elang Laut/Landing Craft Logindo Joyful/Landing Craft Logindo Valiant/Landing Craft Logindo Blessing/Landing Craft Logindo Steadfast/Landing Craft Logindo Prosper/Landing Craft Logindo Hopeful/Landing Craft LSM Spearhead/Crew Boat LSM Servewell/Crew Boat LSM Splendid/Crew Boat LSM Sparrow/Crew Boat Logindo Gladness/Crew Boat Servewell Steward/Crew Boat LSM Dunamos/Utility Vessel LSM Nusantara/Utility Vessel Logindo Provider/DSV Logindo Navigator/Tug Logindo Glory/Tug Logindo Mighty/Tug Logindo Worthy/Tug Logindo Warrior/Tug Logindo Alpha/Tug Logindo Victory/Tug Logindo Power/Tug Servewell Eager/Tug Logindo Wisdom/Tug Logindo Courage/Tug Logindo Favor/Tug

Specifications 4,000 BHP 4,750 BHP 150 men/ 70 ton crane 150 men/ 70 ton crane 540 BHP 640 BHP 700 BHP 730 BHP 730 BHP 730 BHP 740 BHP 810 BHP 1,000 BHP 2,040 BHP 2013 BHP 2,400 BHP 2,900 BHP 3,000 BHP 3,900 BHP 1,696 BHP 2,000 BHP 2,060 BHP 480 BHP 900 BHP 1,000 BHP 1,000 BHP 1,000 BHP 1,000 BHP 1,020 BHP 1,080 BHP 1,080 BHP 1,100 BHP 1,200 BHP 1,200 BHP

Year Built 2005 2003 2008 2008 2002 2002 2002 2005 2005 2006 2004 2003 2006 2006 2007 1988 1993 1990 2009 2009 2008 2005 2006 1992 2001 2003 2003 2006 1993 2000 2008 2002 2005 2005

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Classification Society BKI BV and BKI BKI and ABS BKI BKI BKI BKI BKI BKI BKI BKI BKI BKI BKI BKI BKI

Name/Description of Vessel Logindo Graceful/Tug Servewell Stable/Tug Servewell Steady/Tug Logindo Faithful/Tug LSM – 01/Barge LSM – 02/Barge LSM – 03/Barge LSM – 04/Barge LSM – 05/Barge LSM – 06/Barge LSM – 07/Hopper Barge LSM – 08/Hopper Barge LSM – 09/Hopper Barge LSM – 10/Hopper Barge LSM – 11/Hopper Barge LSM – 12/Hopper Barge PT Jawa Tirtamarin

Specifications 1,280 BHP 2,560 BHP 2,560 BHP 3,150 BHP 639 DWT 639 DWT 639 DWT 639 DWT 650 DWT 651 DWT 676 DWT 676 DWT 676 DWT 676 DWT 676 DWT 676 DWT

Year Built 2005 1998 1995 2002 1996 2002 1993 1997 1995 2002 2010 2010 2010 2010 2010 2010

Name/Description of Vessel Crest Omega 1/Tug Crest Omega 2/Tug Crest Omega 3/Tug Crest Onyx/AHTS Crest Ruby/AHTS Crest 180/Flat Top Barge Crest 253/Flat Top Barge Crest 252/Flat Top Barge Crest 256/Flat Top Barge Crest 258C/Flat Top Barge Ismaya/AWB (converted)

Specifications 3,200 BHP 3,200 BHP 3,200 BHP 5,150 BHP 5,150 BHP 2,159 DWT 5,300 DWT 5,300 DWT 5,300 DWT 5,300 DWT 12,381 DWT

Classification Society BV and BKI BV and BKI BV and BKI ABS and BKI ABS and BKI BKI GL and BKI BV and BKI BV and BKI BV and BKI ABS and BKI

Year Built 2007 2007 2008 2012 2008 2006 2005 2005 2006 2010 2010

Since 2011, there has been a requirement that vessels operating in Indonesian waters need to be Indonesian-flagged. However, due to a shortage of vessels in the oil and gas sector, certain exemptions were made which allowed foreign-flagged vessels to be used. Before this exemption can apply, there is a condition that no Indonesian-flagged vessels are available. Please refer to Appendix H entitled “Summary of the Relevant Laws and Regulations − Government Regulations in Indonesia” of this Prospectus for more information on the Indonesia cabotage laws. 130

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As a result of these Indonesian cabotage requirements, our Group is able to provide Indonesianflagged offshore vessels to operate in the Indonesian waters through the joint venture companies. This has been advantageous for our Group as the joint venture companies have been able to take advantage of the lack of supply of suitable Indonesian-flagged offshore vessels, and utilisation rates for the Indonesian joint venture companies have remained high. Malaysia In Malaysia, our Group holds 49% of Alam Radiance (L) which is a joint venture with Alam Maritim Resources Bhd. Alam Radiance (L) owns and operates 2 Malaysian-flagged AWBs. Classification Society ABS ABS

Name/Description of Vessel Setia Station 1/AWB Setia Station 2/AWB

Specifications 300 men, 300 ton crane 402 men, 300 ton crane

Year Built 2009 2009

Since the 1980s, Malaysia has had cabotage laws which reserve domestic shipping to Malaysian registered vessels. As the Malaysian oil and gas fields are either within Malaysian territorial waters or exclusive economic zones, the provision of services by ship owners to the Malaysian oil and gas industry will fall within the meaning of domestic shipping. Therefore, the vessels which support the oil and gas sector in Malaysia must be Malaysian-flagged and possess a domestic shipping licence, unless exempted. Applications for exemptions by foreign ship owners are subject to stringent requirements and any domestic shipping licences issued are also subject to periodic renewals and in the usual case never issued for periods longer than 3 months at a time. Malaysian ship owners on the other hand are not subject to the same stringent measures and the licenses can be for periods of up to two years. Hence, for long term contracts, it will be a must to have the vessels that support such oil and gas projects in Malaysia to be Malaysian-flagged and to hold a domestic shipping licence. Our joint venture companies allow us to better meet the criteria set out in these cabotage laws and to be able to provide such Malaysian-flagged vessels. Fleet Allocation As part of our ongoing strategy to have our vessels flagged in jurisdictions with cabotage laws, our Group sells some of our vessels to our foreign Associated Companies on an arm’s length basis. The acquisition of our vessels by our Associated Companies would usually involve financing from banks for which approved third party valuations would be needed. The prices at which our vessels are sold to our Associated Companies are determined with reference to such third party valuations. Our Associated Companies are not subject to any exclusivity arrangements with us and are free to acquire vessels from other vessel suppliers. The factors that we take into account when deciding whether to sell our vessels to our Associated Companies include (i) whether the Associated Companies have secured chartering contracts; (ii) the opportunity cost to our Group; (iii) our Group’s overall fleet strategy; and (iv) the new vessels to be built under our newbuild programme.

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Subsea Business Our Services Our Subsea Business supports the activities we perform during each of the exploration, development, production and decommissioning phases of the oil and gas project life cycle (please refer to the sub-section entitled “Our Business – Offshore Support Services Business” above for more detailed information). Our subsea division owns and operates two saturation dive support vessels, and offers a range of subsea IRM services and light construction services, including:− (a) (b) (c) (d) (e) (f) subsea and topside inspection; platform inspection and survey; construction support survey; pipeline/cable route – both pre- and post-lay survey; drill site survey; and installation engineering activities.

Our subsea services are provided through our Subsidiary, Crest Subsea International, which owns Offshore Subsea Services and CSI Offshore. Offshore Subsea Services incorporated an Indonesian subsidiary, PT Subsea, and PT Subsea had in turn acquired PT Marine Engineering, which has an operating track record since 2007. CSI Offshore owns and operates the 2 DSVs which are used for our Subsea Business. While our Subsea Business is relatively new, we have been able to rapidly expand our capabilities in this sector and we intend to further expand these capabilities to capture the growth in the subsea industry. We charter our DSVs on the same basis and via the same processes as those set out in the sub-section entitled “Our Business – Offshore Support Services Business” above. The types of contracts which we undertake comprise a combination of both short term and medium term contracts. These are generally undertaken on a charter-rate basis, although some lump sum projects are also carried out on a case-by-case basis. Short to medium term contracts typically run from several months to a year. Working in partnership with main contractors, we provide our services to end-customers who are generally IOCs and NOCs. As sub-contractors to these oil and gas companies, we have to meet their stringent qualifications in order to be pre-approved to provide services. The pre-approval criteria typically considered by our Group’s customers include the track record of our Group, whether our Group has obtained all the requisite licences and certifications and the financial credibility of our Group. Our subsea services are performed through air diving, saturation diving and ROV support operations. Air diving allows the diver to dive up to depths of 165 feet, whereas saturation diving operations allows the diver to perform subsea operations at depths of between 60 and 1,000 feet.

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We have a stable pool of experienced engineers and skilled diving personnel whom we deploy to perform our project work on a contract basis. These skilled diving personnel comply with IMCA guidelines and are capable of performing a wide range of subsea works. Our Vessels and Systems Our 2 DSVs are deployed primarily for the Subsea Business. These DSVs are well suited for our operations and were designed for versatility of use. Our DSVs are equipped with fully integrated saturation dive systems as well as air dive systems which enable them to execute dive operations across the whole range of diver-capable depths. In addition, they are able to support ROV operations for deepwater operations where divers cannot be used. Their mid-sized active heave compensating cranes also provide capability to execute subsea IRM work. Both DSVs have a strong utilisation record and there is an increasing volume of work requirements arising from the large number of ongoing as well as upcoming field development work. The details of our DSVs are set out below:− Classification Society ABS

Name of Vessel Crest Odyssey 1

Flag Singapore

Specifications 12 men saturation diving system, 100 ton AHC subsea crane 12 men saturation diving system, 100 ton AHC subsea crane

Year Built 2011

Crest Odyssey 2

Singapore

ABS

2011

Our DSVs are classed by ABS, which is a leading classification society, and are subject to regular inspection by class surveyors, in addition to regular dry-docking and other periodic maintenance. Our vessels operate under a class approved maintenance system, ensuring a high standard of maintenance of machinery, safety and other equipment. In the course of providing the subsea services to our customers, we utilise various diving systems, including the saturation diving system and air diving system. These systems are maintained and operated in accordance with the applicable industry standards and guidelines. Both our DSVs are equipped with a 12-men saturation dive system with a 3-men diving bell, and a built-in surface air diving system with twin Launch and Recovery System. These diving systems have been designed, fabricated, installed and commissioned to the following international standards and guidelines: ABS, American Society of Mechanical Engineers, IMCA and IMO. We have contracted to build a ROV support vessel (further described below), which is scheduled for delivery in the second half of 2014. This vessel will be able to support ROV operations for deep water IRM works. Classification Society ABS Estimated year of delivery 2014

Type of Vessel ROV support vessel

Specifications Diesel Electric Drive, 30 ton crane

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Complementary Businesses Our Group’s Complementary Businesses comprise the Marine Equipment Business and the Project Logistics Business. Marine Equipment Business Titan Offshore and Fleetwinch Control are the entities which carry out our Group’s Marine Equipment Business. Our Marine Equipment Business is mainly carried out in Asia. Our Marine Equipment Business deals with (a) the design and supply of deck equipment, such as winches and cranes, under our Titan Offshore branding; and (b) the rental and maintenance of deck equipment by Fleetwinch Control. Such lifting and pulling equipment is essential in the course of operating vessels and installations involved in the offshore marine industry as it facilitates safe and controlled movement of goods, mooring of vessels either to each other or to the seabed and is used on both our own and third party offshore vessels. We fabricate the parts for deck equipment at third party manufacturers outside of Singapore and the deck equipment can either be assembled by third parties in the PRC or in-house at our own premises in Singapore. This grants us greater control over our vertical supply chain as we are able to assemble the specific deck equipment our vessels require within a time frame that we are able to control. In addition, we are able to maintain such deck equipment with minimal issues since we install and service them on our vessels. We believe that we are one of the few owner-charterers in Singapore that are able to tap on such expertise internally and without having to rely on third party service providers. The Marine Equipment Business has a technical team that is able to provide design services in relation to the deck equipment that our customers require and we also have ongoing relationships with third party design houses to provide specialised designs. After the deck equipment is fabricated and assembled, we carry out the delivery and installation of the deck equipment for our own vessels and our customers. Fleetwinch Control is able to provide an ongoing maintenance service for such deck equipment as well as for other deck equipment that has not been manufactured by our Group. This suite of services includes the supply of spare parts, inspection of equipment and maintenance and repair works. Our Group has also expanded the Marine Equipment Business to allow rental of deck equipment (e.g. rental of winches and hydraulic power packs) on both a long-term and short-term basis. The types of deck equipment that we supply include:− (a) (b) (c) (d) (e) (f) windlass systems; mooring winch systems; anchor handling and towing winch systems; load monitoring systems; A-frames; fairleads;

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(g) (h) (i) (j) (k) sheave blocks; capstan and tugger; towing hook; fixed telescopic and knuckle boom crane; and coil tubing system.

Project Logistics Business Our Project Logistics Business is carried out through our Subsidiary, Consolidated Pipe Carriers, with operations mainly in Australasia and South-east Asia. We had recently acquired both management and sole shareholding control of Consolidated Pipe Carriers from its previous stakeholders in April 2013 and we are currently taking steps to rebuild its business and improve its operations and processes. Where appropriate, we also intend to utilise more of our own fleet of offshore vessels to execute these projects. We specialise in delivering lump sum marine transportation solutions for companies involved in offshore construction as well as civil or port terminal works. When executing such projects, we (a) inspect and take on suitable vessels, including our vessels, for the project; (b) undertake value-added engineering work which entail making engineering calculations relating to the stability of the vessel when loaded, the structural strength used to secure the cargo and the physical limits to the stowing of such cargo; (c) ship and cargo sea fastening preparations in accordance with the client’s specifications; and (d) deliver the vessels ready for loading to the client under the guidance of our project management team. In some instances, our solutions for our clients include the management of the entire process of the transportation of subsea infrastructure modules or specialised piping components from ports to offshore construction sites. Over the past 5 years, Consolidated Pipe Carriers has successfully executed projects in Australia, Brazil, Indonesia, Japan, Malaysia, Myanmar, Philippines, Papua New Guinea and Qatar. These projects included the transportation of specialised offshore and onshore oil and gas pipe joints for onshore, shallow water and deepwater pipe-laying campaigns, the project shipment of sophisticated subsea structures into the oil or gas field for installation by offshore construction vessels as part of an offshore field infrastructure development as well as the delivery of port cranes and other project-type cargo for non-oil and gas clients. To further extract greater efficiencies from the process and to ensure service integrity for our clients, our Group has invested in a duo of SCVs which have been designed in-house with the intention to improve our project logistics delivery capability to offshore construction vessels in deeper waters and across a wider range of operating conditions. Details of these vessels are set out below: Classification Society ABS ABS

Name Crest Angelica Crest Zapata

Flag Singapore Singapore

Specifications 6,866 DWT 6,866 DWT

Year Built 2012 2012

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These SCVs feature improved propulsion and station-keeping capacities as well as a spacious clear deck with specialised flexible lashing points which collectively reduce the manpower, time and effort required for the loading, transportation and offloading of large and heavy offshore cargo in demanding sea conditions. This is particularly useful as offshore oil and gas exploration and production is shifting towards deeper waters which are not only further away from shore but also entail higher specification vessels required to deal with the harsher environment. Besides the SCVs, the Project Logistics Business also, when economically viable, utilises our Group’s offshore vessels, ocean tugs and barges to execute projects, thereby directly contributing to our Group’s fleet utilisation. Having access to a pool of vessels in support of Consolidated Pipe Carriers’ activities also reduces its execution risk should there be a situation where insufficient vessels of a specific type are available in the market. MARKETING AND BUSINESS DEVELOPMENT We maintain an experienced marketing team for existing markets in which our Group has had a long track record of operating. Our Group’s global commercial efforts are further enhanced by a business development team, comprising professionals from diverse backgrounds, which focuses on developing business opportunities in new markets. Both our marketing and business development teams adopt a hands-on involvement within their respective areas of focus and maintain a regular presence in our Group’s countries of interest. This joint effort has enabled our Group to develop indepth knowledge of and to carry out research on the customer base and client requirements in such countries, potentially increasing the chances of successfully bidding for projects and charters. When we are invited to bid for projects or negotiate contracts with our customers, our marketing and business development teams will collaborate with our project management team and work out the specific vessel requirements and design holistic and customised solutions for our customers. Our marketing team focuses on maintaining our business relationships in our Group’s more established markets, such as South-east Asia. The role of the marketing team is to ensure that our Group has good relationships with our existing customers and to enhance our understanding of their business requirements, both at present and in the future so that we would be able to secure new business with our existing customers. This would also allow our Group to be in the running for our customers’ projects, whether by direct negotiations or by tender. The business development team focuses on newer markets that our Group has an interest in developing strategically, namely, Central America, South America, Africa, the Middle East and Australia. In furtherance of this, we have set up companies in Brazil, Africa and Australia and hired locals who are specialists with in-depth knowledge on the operational and legal requirements peculiar to these jurisdictions. The business development team’s key role is to broaden our Group’s customer base by identifying and building relationships with customers in our Group’s newer markets. Planning for our Group’s activities requires a certain degree of projection into the future requirements of the players in the industries that we support, mainly the oil and gas industry. In order to ensure that such projections are accurate as far as possible, our Group places emphasis on ensuring that our market intelligence is up-to-date at all times. In order to achieve such results, we rely on a variety of information sources and analyse the data gathered using our Group’s experience in the industry in order to come up with our projections as to the types of offshore vessels that our customers will most likely require in the future. Based on these projections, we can then take the necessary steps to ensure that we will, as far as possible, have the necessary resources to support our customers’ projects when the need arises. 136

GENERAL INFORMATION ON OUR GROUP
INTELLECTUAL PROPERTY As at the Latest Practicable Date, we have applied for the registration of the following trademarks:−
Trademark Registered owner Date and place of registration 4 June 2013, Singapore 4 June 2013, Singapore Class Trademark Validity number period/status – Pending

PACIFIC RADIANCE

Pacific Radiance Ltd. Pacific Radiance Ltd.

7(1), 12(2), 35(3), 37(4), 39(5), 42(6) 7(1), 12(2), 35(3), 37(4), 39(5), 42(6) 12 (2), 35(3), 39(5), 42(6) 12(2), 39(5) 35 (3), 39(5) 12(2), 39(5) 12(2), 39(5) 35 (3), 39(5) 7(1), 37(4) 12 (2), 35(3), 39(5), 42(6)

Pending

(7)

(8)

Pacific Radiance Ltd. Pacific Crest Strato Maritime Services CSI Offshore Pacific Offshore Crest Subsea International Titan Offshore Consolidated Pipe Carriers

4 June 2013, Singapore 4 June 2013, Singapore 4 June 2013, Singapore 4 June 2013, Singapore 4 June 2013, Singapore 4 June 2013, Singapore 4 June 2013, Singapore 4 June 2013, Singapore

– – – – – – – –

Pending Pending Pending Pending Pending Pending Pending Pending

PACIFIC CREST STRATO MARITIME CSI OFFSHORE PACIFIC OFFSHORE CREST SUBSEA TITAN OFFSHORE

Notes:− (1) (2) (3) (4) (5) (6) (7) (8) Class 7: amongst others, machines and machine tools; motors and engines (except for land vehicles); machine coupling and transmission components (except for land vehicles). Class 12: vehicles; apparatus for locomotion by land, air or water. Class 35: advertising; business management; business administration; office functions. Class 37: building construction; repair; installation services. Class 39: transport; packaging and storage of goods; travel arrangement. Class 42: amongst others, marine vehicle design; ship design; ship design consultancy services; advisory services relating to industrial design; design of boats and engineering design. Current logo of our Group. Previous logo of our Group.

We have also registered a vessel design for our SCVs with the Intellectual Property Office of Singapore, effective as of 26 October 2010.

137

GENERAL INFORMATION ON OUR GROUP
Save as disclosed above, we do not own nor are we dependent on any registered trademark, patent or other intellectual property rights. As at the Latest Practicable Date, our business or profitability is not materially dependent on any patents, trademarks or other intellectual property. INSURANCE Our Group insures its business for, amongst others, the following:− (a) Insurance related to the Offshore Support Services Business We have in place insurance coverage that insure against damage to our vessels as well as liabilities that may arise from our operations. Vessel operations for our Group especially for the offshore industry we are focused on involves varying degrees of risks in terms of potential liabilities that are very often heightened due to the environment and areas the marine fleet work in. The insurance programme for the vessels under our Group are tailored specifically to provide protection against any incidences based on a comprehensive coverage that changes as the operations develop over the years. There are various insurances taken up by the fleet and appended are the main classes:− Hull and machinery insurance The hull and machinery policies provide coverage based on reimbursement to ship owning entities, the cost of repairs effected due to incidences during the course of ship operations. The perils covered under the insurances are the main exposures arising of a marine vessel operation and in summary, the below are covered under the hull and machinery policies:− • re-imbursement of repairs to vessel up to the insured values resulting from damage arising from insured perils; compensation to ship owners the insured value of a marine vessel following an actual and constructive total loss; general average sacrifice and contributions; and sue and labour expenses.

• •

As at the Latest Practicable Date, the total insured value for the vessels of our Subsidiaries is approximately US$570 million. Our vessels are also covered under the Marine Hull War Risks Insurance. Protection and indemnity insurance This class of insurance insures our Group’s vessel-owning entities against third party operational liabilities arising from express or mandatory contracting terms accepted as obligations of the business. Some main areas of coverages include:− • collision liabilities against vessels and fixed and floating objects; 138

GENERAL INFORMATION ON OUR GROUP
• • • • wreck removal as obligated by law; liabilities due to seafarers under crewing arrangements; liabilities towards third parties for loss of or damage to life and property; and pollution.

As at the Latest Practicable Date, we have obtained protection and indemnity insurance for all of our operating vessels from the Shipowners’ Mutual Protection and Indemnity Association (Luxembourg) and the Standard Club Asia Ltd, which are members of the International Group of Protection & Indemnity Club (the “ IG Clubs ”). Both being mutual protection and indemnity associations, they operate as two of the largest liability and indemnity insurers worldwide, and through the mechanisms of collective re-insurance programmes and pooling arrangements with the IG Clubs, the liabilities of the fleet are covered to meet the requirements of any offshore operation. Contractual and Specialist Operations Insurance Our fleet is insured for liability exposures due to contracting terms/operations that are deemed exceptional and specialist in nature and are exclusions under the usual insuring conditions in the liability insurance markets. Our Group is responsible for insuring all our vessels except for vessels which are on bareboat charters, in which case, depending on the terms of the contracts, our customers may be responsible for the insurance coverage for those vessels. Contractual exposures are common across shipping industries, which arises due to the agreement to contracting terms that are uncommon but commercial in nature. Specialist operations are exposures that are more unique and specific to the offshore industry in general, due to the nature of works. The insurances are currently purchased on a need to basis and are under constant review, based on changes in fleet operations and exposures. Kidnap and ransom insurance We also maintain insurance against the risk of kidnap, extortion and piracy in certain areas where we operate and think such insurance would be necessary. (b) Non-marine insurances Insurance for employees Our employees are covered by workmen’s compensation insurance as mandated by the Workmen Injury Compensation Act (Chapter 354) of Singapore. Certain of our employees are also separately covered by personal accident insurance and group hospital and surgical insurance. Our office premises are insured against fire and burglary. We have also taken out a public liability insurance policy against accidental personal injury or loss of or damage to property occurring in connection with our business. Our Company also has in place directors and officers liability insurance policies for our Group’s Directors and officers.

139

GENERAL INFORMATION ON OUR GROUP
Property (all risks) insurance We are also insured against loss resulting from interruption or interference of business arising from loss, destruction or damage to property and assets. Our Directors are of the view that the above insurance policies are adequate and sufficient for our existing operations. Nonetheless, our Directors will also evaluate our existing insurance policies from time to time to determine whether the insurance policies, including the amounts insured, are adequate and sufficient for our purposes. INVENTORY MANAGEMENT Due to the nature of our business, we do not carry significant inventory. Our inventory comprises mainly critical spare parts for our vessels and equipment. We obtain our supplies from third party providers as and when we need them from where our vessels operate. It is therefore not meaningful to set out information on our inventory turnover. CREDIT MANAGEMENT (a) Credit policy to our customers Our customers are invoiced monthly and we typically extend credit terms of up to 60 days to our customers. Details of the average trade receivables turnover days for FY2010, FY2011, FY2012 and HY2013 are set out as follows:− FY2010 (1) Trade receivables turnover (days)
Notes:− (1) (2) Trade receivables turnover (days) = (Average trade receivables divided by total revenue) x 365 days. Trade receivables turnover (days) = (Average trade receivables divided by total revenue) x 182 days.

FY2011 (1) 73

FY2012 (1) 74

HY2013 (2) 79

93

Our trade receivables turnover has improved since FY2010 as we have been focusing on improving our collections. (b) Credit policy from our suppliers Our suppliers typically grant us credit terms which range from 30 to 90 days. Details of the average trade payables turnover days for FY2010, FY2011, FY2012 and HY2013 are set out as follows:− FY2010 (1) Trade payables turnover (days)
Notes:− (1) (2) Trade payables turnover (days) = (Average trade payables divided by total purchases) x 365 days. Trade payables turnover (days) = (Average trade payables divided by total purchases) x 182 days.

FY2011 (1) 48

FY2012 (1) 35

HY2013 (2) 52

47

140

GENERAL INFORMATION ON OUR GROUP
MAJOR SUPPLIERS The cost of sales for our Group comprises labour costs, consumables, charter hire expenses, fuel cost, other chartering expenses and depreciation and upkeep expenses of our vessels and equipment on board. As labour costs and depreciation are the main components of our cost of sales, none of our suppliers accounts for 5.0% or more of our cost of sales for each of FY2010, FY2011, FY2012 and HY2013. Our Directors are of the view that, as at the Latest Practicable Date, our business and profitability are not materially dependent on any of our suppliers. To the best of our Directors’ knowledge, we are not aware of any information or arrangements which would lead to a cessation or termination of our current relationship with any of our major suppliers. As at the Latest Practicable Date, none of our Directors or Substantial Shareholders or any of their Associates has any interest, direct or indirect, in any of our major suppliers. MAJOR CUSTOMERS The customers who accounted for 5.0% or more of our revenue for each of FY2010, FY2011, FY2012 and HY2013 are as follows:− Name of Customer CUEL Alam Maritim Larsen & Toubro CGG Veritas WesternGeco McDermott Duta Marine CNS International BG Group Thai Nippon Steel Saipem Neptune Diving Services Caldive Petrobras Nature of Demand Offshore vessels Offshore vessels Offshore vessels Offshore vessels Offshore vessels Offshore vessels Offshore vessels Offshore vessels Offshore vessels Offshore vessels Offshore vessels Offshore vessels Offshore vessels Offshore vessels % of our Group’s total revenue FY2010 FY2011 FY2012 HY2013 19.4% 9.9% 8.4% 6.8% 5.3% – 2.7% – – 3.7% – – – – 12.4% 3.4% 3.9% 2.1% 1.3% 11.1% 5.9% 5.3% 1.5% 1.3% – – – – 5.1% 1.4% – 1.6% – 0.3% 3.2% – 12.0% 10.1% 7.5% – – 2.3% 5.8% 3.4% – 2.6% 0.3% – 0.5% – 13.4% 4.9% 0.8% 10.9% 6.2% 6.3%

Our revenue for a particular project may spread across more than one financial year depending on the period of the charter. Due to the nature of the chartering business, our revenue is derived on a project basis and the significance of our customers’ contributions varies from year to year. Our Directors are of the view that, as at the Latest Practicable Date, our business and profitability are not materially dependent on any of our customers. To the best of our Directors’ knowledge, we are not aware of any information or arrangements which would lead to a cessation or termination of our current relationship with any of our major customers. As at the Latest Practicable Date, none of our Directors or Substantial Shareholders or any of their Associates has any interest, direct or indirect, in any of our major customers mentioned above. 141

GENERAL INFORMATION ON OUR GROUP
OUR OPERATING ASSETS AND UTILISATION RATES Our Operating Assets As at the Latest Practicable Date, our Group’s wholly-owned fleet comprises the vessels set out below. The information below includes the names of the classification societies which have certified, as required under the international conventions, that our vessels have been built and are being maintained in accordance with the rules of the respective classification societies, and complies with applicable rules and regulations of the respective vessels’ country of registration and the international conventions of which that country is a signatory. Please refer to Appendix H – “ Summary of the Relevant Laws and Regulations ” of this Prospectus for more information. (a) OSVs Name/Description of Vessel Crest Radiant 1/MPSV Crest Radiant 3/MPSV Crest Radiant 5/MPSV Crest Radiant 7/MPSV Crest Spartan 1/AHT Crest Spartan 2/AHT Crest Spartan 3/AHT Crest Spartan 8/AHT Crest Titan 2/AHT Crest Apache/AHT Crest Amethyst/AHTS Crest Tourmaline/AHTS Rawabi 14/AHTS Rawabi 10/AHTS Crest Imperial/AHTS Crest Olympus/AHTS Crest Mariner 1/PSV Crest Mariner 2/PSV Crest Alpha 1/PSV Crest Aries 1/PSV
(1) (1)

Flag Singapore Singapore Singapore Singapore Singapore Singapore Singapore Singapore Singapore Singapore Singapore Singapore Singapore Singapore Singapore Singapore Singapore Singapore Singapore Singapore

Specifications 3,200 BHP 3,200 BHP 3,200 BHP 3,200 BHP 4,400 BHP 4,400 BHP 4,400 BHP 4,400 BHP 5,150 BHP 5,150 BHP 5,150 BHP 5,150 BHP 6,000 BHP 6,000 BHP 8,200 BHP 12,000 BHP 3000 DWT 3000 DWT 3000 DWT 3,500 DWT/ diesel electric drive 120 men, 40 ton crane 120 men, 40 ton crane

Classification Society BV BV BV BV BV BV BV BV ABS ABS ABS ABS ABS ABS ABS ABS ABS ABS ABS ABS

Year Built 2008 2008 2009 2010 2009 2009 2010 2010 2010 2013 2012 2012 2013 2013 2013 2011 2011 2011 2013 2013

Crest Nautilus 1/MWV Crest Nautilus 2/MWV

Singapore Singapore

ABS ABS

2010 2010

Note:− (1) The Group has agreed to sell these 2 PSVs to an unrelated third party and the completion of the sale is targeted to take place in 2014.

142

GENERAL INFORMATION ON OUR GROUP
(b) DSVs Name/Description of Vessel Crest Odyssey 1/DSV Classification Society ABS

Flag Singapore

Specifications 12 men saturation dive system, 100 ton AHC subsea crane 12 men saturation dive system, 100 ton AHC subsea crane

Year Built 2011

Crest Odyssey 2/DSV

Singapore

ABS

2011

(c)

AWBs Name/Description of Vessel Classification Society BV ABS

Flag Panama Panama

Specifications 120 men 200 men, 40 ton crane, 70 ton crane 200 men, 50 ton crane

Year Built 2008 2011

Crest Support 1/AWB Crest Provider/ Warehouse AWB Crest Support 5/AWB

Panama

BV

2009

(d)

Tugs and Barges Name/Description of Vessel Classification Society BV BV ABS NKK BV BV BV ABS

Flag Singapore Singapore Singapore Singapore Singapore Singapore Singapore Singapore

Specifications 2,000 BHP 2,000 BHP 1,074 DWT 2,032 BHP 3,200 BHP 3,200 BHP 3,200 BHP 3,200 BHP

Year Built 2006 2009 2010 2004 2008 2008 2009 2011

Crest Voyager/ Utility Supply Vessel Crest Adventurer/ Utility Supply Vessel Crest Transporter/ Landing Craft Crest Atlas/ Ocean Towing Tug Crest Gold 1/ Ocean Towing Tug Crest Gold 2/ Ocean Towing Tug Crest Jade 1/ Ocean Towing Tug Crest Opal/ Ocean Towing Tug

143

GENERAL INFORMATION ON OUR GROUP
Name/Description of Vessel Crest Crystal/ Ocean Towing Tug Crest Ocean/ Ocean Towing Tug Crest Star 2/ Azimuth Stern Drive Tug(1) Crest Star 3/ Azimuth Stern Drive Tug(1) Crest 148/Deck Cargo/ Tank Barge Crest 250/Deck Cargo/ Tank Barge Crest 2501/Deck Cargo/ Tank Barge Crest 251/Deck Cargo/ Tank Barge Crest 255/Deck Cargo/ Tank Barge Crest 257C/Deck Cargo/ Tank Barge Crest 259/Deck Cargo/ Tank Barge Crest 259A/Deck Cargo/ Tank Barge Crest 282/Deck Cargo/ Tank Barge Crest 289/Deck Cargo/ Tank Barge Crest 287/Deck Cargo/ Tank Barge Crest 2801/Deck Cargo/ Tank Barge Crest 2802/Deck Cargo/ Tank Barge Crest 2821/Deck Cargo/ Tank Barge Crest 2822/Deck Cargo/ Tank Barge Crest 2823/Deck Cargo/ Tank Barge Crest 2825/Deck Cargo/ Tank Barge Classification Society ABS BV ABS ABS ABS BV ABS BV BV BV BV ABS BV BV BV BV BV ABS ABS ABS ABS

Flag Brazil Singapore Singapore Singapore Singapore Singapore Brazil Singapore Singapore Singapore Singapore Singapore Singapore Singapore Singapore Singapore Singapore Singapore Singapore Singapore Singapore

Specifications 3,200 BHP 3,500 BHP 5,000 BHP 5,000 BHP 960 DWT 5,300 DWT 5,300 DWT 5,300 DWT 5,300 DWT 5,300 DWT 5,300 DWT 5,300 DWT 6,000 DWT 6,000 DWT 6,000 DWT 6,000 DWT 6,000 DWT 8,490 DWT 8,490 DWT 8,490 DWT 8,490 DWT

Year Built 2012 2006 2009 2009 2010 2008 2012 2008 2006 2010 2007 2008 2006 2008 2010 2011 2011 2010 2010 2013 2013

144

GENERAL INFORMATION ON OUR GROUP
Name/Description of Vessel Crest 300/Deck Cargo/ Tank Barge Crest 301/Deck Cargo/ Tank Barge Westsea 95/Deck Cargo/ Tank Barge
Note:− (1) The Group has agreed to sell these 2 tugs to an unrelated third party and the completion is targeted to take place by the end of November 2013.

Flag Singapore Singapore Singapore

Specifications 9,000 DWT 9,000 DWT 13,000 DWT

Classification Society ABS ABS ABS

Year Built 2010 2010 2011

(e)

SCVs Name/Description of Vessel Classification Society ABS ABS LR

Flag Singapore Singapore St. Kitts & Nevis

Specifications 6,866 DWT 6,866 DWT 105,351 DWT

Year Built 2012 2012 1995

Crest Angelica/SCV Crest Zapata/SCV Duta Pacific/ SCV-FSO Utilisation Rates

The following table sets out the utilisation rates for each type of offshore vessels within our Group’s wholly-owned fleet which is calculated by aggregating the number of contract days and dividing that by the aggregate number of days each type of vessels are available for charter in a financial year:− Utilisation Rates FY2011 FY2012 87% 48% 32% 77% – 79% 54% 54% 63% –

Type of Vessels OSVs DSVs AWBs Tugs and Barges SCVs
Note:− (1)
(1)

FY2010 63% – 33% 52% –

HY2013 84% 83% 50% 55% 28%

The SCVs are used for our Project Logistics Business operated by Consolidated Pipe Carriers. Our Group acquired 100% ownership of the two SCVs on 23 November 2012 and the utilisation rates are presented from 1 January 2013.

QUALITY ASSURANCE AND SAFETY MANAGEMENT Our Group is committed to safety and quality assurance. Our policies and procedures have all been developed in line with recognised industry standards and input from our management and employees. Our quality and safety management systems are subject to regular client audits as well as management audits. In particular, each of the quality management systems of our 145

GENERAL INFORMATION ON OUR GROUP
Company, Strato Maritime Services, Pacific Crest, Prime Offshore and Alstonia Offshore, has been assessed by Guardian Independent Certification Pte. Ltd. as complying with ISO 9001:2008 for the management and chartering of our vessels to the offshore oil and gas industry. The ISO 9001 certification scheme provides certification for the Singapore ISO 9001 standards, which specifies the requirements for a quality management system for any firm that needs to demonstrate its ability to consistently provide products that meet customer and applicable regulatory requirements and aims to enhance customer satisfaction. Our Subsidiaries are therefore recognised as demonstrating continuous and effective operation of a quality management system which meets the ISO 9001 standards and the terms and conditions of the certification scheme. In addition, our vessels also undergo voluntary inspection under the Offshore Vessel Inspection Database (OVID) programme created by the Oil Companies International Marine Forum. The inspection scope comprises a combination of regulatory compliance and industry best practices. It is also noteworthy that vessels are inspected by accredited inspectors only. This programme is widely recognised by the oil and gas industry to be robust and reliable. We have initiated stringent quality control programmes in our activities in order to provide a level of service that is satisfactory to our customers. This will help us to compete and improve the effectiveness of our quality management system to meet ISO requirements. Overall, we believe that projects undertaken by us have been successfully completed to the satisfaction of our customers. We have in place a vessel maintenance programme for the proper upkeep of our vessels and equipment. The programme emphasises the importance of preventive maintenance and lays down a set of guidelines which include the following:− (a) (b) our vessels are equipped with critical and standard spare parts and stores; all equipment on board our vessels are provided with the necessary operating instructions and spare parts manual. All modifications, repairs or additions are properly documented for future reference; continuous preventive repair and maintenance works are carried out on our vessels by our crew in accordance with our scheduled maintenance plan, and such maintenance plan is carried out in conjunction with (i) the monthly deck inspection; (ii) the monthly engine inspection; and (iii) the SOLAS checklist for Maintenance of Lifesaving and Fire Fighting Appliances; critical equipment and technical systems are identified in line with the ISM Code requirements and procedures and are set in place to ensure that these systems are adequately maintained, including regular testing of stand-by arrangements and equipment or technical systems that are not in continuous use; unforeseen damages, non-conformities, break-downs of equipment and machinery on our vessels are reported by our crew to our management for repairs and rectification. Measures will be taken to determine the root cause of such issues, following which the appropriate corrective action will be initiated to prevent future recurrence; receive written feedback from customers with regard to any non-conformity, ensure timely corrective action is taken, follow up on such action, verify its effectiveness and finally updating the customer on the corrective action taken; 146

(c)

(d)

(e)

(f)

GENERAL INFORMATION ON OUR GROUP
(g) periodic inspections of our vessels are carried out by our technical and operations superintendents at least 3 times a year; and our vessels will be inspected by captains, chief engineers and technical superintendents for preparation of the repair list prior to repair/dry-docking to reduce cost and repair time.

(h)

Our Company, Pacific Crest, Crest Subsea International and Strato Maritime Services have also been certified as ISO14000:2004 compliant, which relates to our Group’s commitment to reduce the consumption of both electricity and paper within our Group. The requirement of the ISO14000:2004 certification is increasingly being imposed by our customers as part of their tender processes for charter contracts. We have also obtained the bizSAFE (level 3) certificates issued by the Workplace Safety and Health Council which certifies our Group’s implementation of the work safety and health management system. Our systems are communicated to our employees at all levels and detailed training schedules have been developed and implemented across our employee base. The above is consistent with our SMART work culture, which is built on the following values:– • • Safety which will always remain our Group’s first priority; Modesty that our success is built on the solid support of our co-workers, partners and customers; Advancing always, as our Group constantly seeks new and better ways to serve our customers, to drive long-term and sustainable growth; Relationships are the key source of our strength, as we build robust and enduring positions with all stakeholders; and Trustworthy that our clients can count on us to deliver every project in a reliable, honest and professional manner.

CORPORATE SOCIAL RESPONSIBILITY Our Group is committed to implementing corporate social and environmental responsibility management (“ CSR ”) techniques and principles as part of our business. We believe we have the responsibility to ensure our activities and operations have a positive impact on the local communities in and around areas in which we operate. To further our CSR initiatives, we have become the main running cost sponsor for the VEGA’s charity mission in Indonesia with effect from 1 May 2013. Every year the VEGA, which is a 120-year-old Norwegian built vessel, and her crew of volunteers collect and deliver donated tools, educational and medical supplies. These supplies are loaded onboard the VEGA in Thailand, Malaysia, Indonesia, and Singapore and then delivered to East Timor and remote islands in Eastern Indonesia. These supplies support local level community development, health, and educational services.

147

GENERAL INFORMATION ON OUR GROUP
Our Company is also an official sponsor of the Waterways Watch Society (“ WWS ”) for which we recently purchased a safety boat. WWS is a non-governmental organisation which promotes awareness and keeping the waterways of Singapore, which is one of the main sources of Singapore’s drinking water, clean and free of pollution. In addition to the above sponsorships, our Company makes annual donations to the Lakeside Family Centre and to the MILK (Mainly I Love Kids) Fund. PROPERTIES As at the Latest Practicable Date, we currently lease the following properties:− Area (sq.ft.) 2,730

Location 305 Alexandra Road, #03-03, Singapore 159942(1) 305 Alexandra Road, #05-07, Singapore 159942(1) 6 Temasek Boulevard #43-01/02/03/04/05, Suntec Tower Four Singapore 038986(1)

Lessor/Licensor Vantage Automotive Limited Vantage Automotive Limited HSBC Institutional Trust Services (Singapore) Limited, as trustee of Suntec Real Estate Investment Trust Gateway Land Limited

Tenure 15 March 2011 to 31 October 2013 3 February 2012 to 31 October 2013 1 October 2012 to 31 October 2013

Use of property Office

1,523

Office

10,032

Office

152 Beach Road, #12-05/07, Gateway East Singapore 189721(1) 15 Pandan Road, Singapore 609263

15 April to 14 November 2013

3,982

Office

Jurong Town Corporation

1 October 2011 to 31 344,446 December 2037

Office and ship repair activities including modification of vessels Residential

Block 181, Tanjong Rhu Road, #11-19, Sanctuary Green, Singapore 436922(2) Pajakan Negeri 550 Lot No. 1863, Mukim Sungai Karang, Daerah Kuantan, Negeri Pahang

Jayant Venkatramani Iyer

1 January 2013 to 31 December 2013

3,982

Kuantan Port Consortium Sdn Bhd

1 January 2013 to 31 December 2013

30,139

Open storage facility

148

GENERAL INFORMATION ON OUR GROUP
Area (sq.ft.) 7,772

Location 53k, Tuas South Avenue 1, Tuas Cove Industrial Centre, Singapore 637278 101 Victoria Park Drive, Burswood WA 6100(3), Australia Rua da Assembleia, no. 10, room 2.422, Rio de Janeiro, Brazil Av. Nilo Pecanha, no. 50, grupo de Salas 1.118 Centro, Rio de Janeiro, Brazil Suite 306 and 307, Atrium Mulia, Jalan H.R. Rasuna Said Kav. B 10-11 Setiabudi, Jakarta 12910 Park View Plaza Building, Jl. Taman Kemang No. 27, South Jakarta Edificio Vodacom Rua dos Desportistas, No. 649 Piso 12, Escritorio 3 Maputo, Mozambique Komplek Balikpapan Baru Blok G1 No. 7, Balikpapan, East Kalimantan Jalan Pembangunan RT 009/RW 00, Muara Kembang, Muara Jawa, Kutai Kertanegara
Notes:− (1) (2) (3)

Lessor/Licensor TUTS Investment Pte Ltd W C Siu

Tenure 1 March 2012 to 31 December 2013 18 April 2013 to 14 November 2013 1 April 2011 to 31 October 2013

Use of property Workshop

3,509

Residential

CPC Do Brasil Servicos De Logística Ltda. Associacao Dos Aposertados e Pensionistas De Volta Redonda PT Bumi Mulia Perkasa Development

678

Branch Office

25 October 2013 to 24 October 2014

1,076

Office

1 June 2012 to 31 May 2015

3,708

Office

PT Andalan Putra Fajar MMO, LDA

1 November 2012 to 31 October 2014 1 November 2013 to 30 October 2014

5,554

Office

183

Office

Eddy Kurniawan Logam

1 October 2013 to 30 September 2014

12,831

Office

Rudy Kurniawan 1 October 2013 to 30 244,125 Logam September 2014

Workshop

Our Group has moved its corporate offices to its new premises at 15 Pandan Road, Singapore 609263 in October 2013. These premises are used to house one of our Group’s senior expatriate staff. These premises are used to house employees who undertake our Group’s marketing activities in Australia.

149

GENERAL INFORMATION ON OUR GROUP
GOVERNMENT REGULATIONS, PERMITS AND LICENCES Except as disclosed in the sections entitled “Risk Factors” and Appendix H – “Summary of the Relevant Laws and Regulations” of this Prospectus, we are not subject to any governmental regulations in the countries where we operate other than those generally applicable to companies and businesses in such countries, which would have a material adverse effect on our business or operations. Our Directors believe, to the best of their knowledge, that our Group is in compliance with all applicable laws and regulations that are material to our business operations. We have obtained all the necessary business licences, permits and approvals for our business and operations that are being carried out by us. In particular, we have obtained the relevant certificates of registry and classification certificates for all our offshore vessels and the Documents of Compliance for the management of our offshore vessels. As at the Latest Practicable Date, none of our permits and licences had been suspended or revoked. Our Directors are not aware of any facts or circumstances which would cause the suspension or revocation or affect the renewal of the said permits and licences. Please refer to Appendix H – “Summary of the Relevant Laws and Regulations” of this Prospectus for a summary of the relevant laws and regulations applicable to us. COMPETITION The principal competitive factors for the offshore support services industry include operational track record, charter rates, geographical presence, quality of services provided by the crew, safety record as well as the quality, capability, specifications and availability of vessels. The quality and capability of vessels relate to factors such as fuel consumption, deck space, storage and deck equipment, facilities on board, bollard pull and the technology available. To the best of our Directors’ knowledge of the offshore support services industry, our competitors include the following:− Offshore support services (a) (b) (c) (d) (e) (f) (g) Bourbon SA; Emas Offshore; Ezion; Gulfmark Offshore; Miclyn Express Offshore; POSH Semco; and Tidewater.

Subsea services (a) (b) Hallin Marine; and Mermaid Maritime.

As at the Latest Practicable Date, save for their interests in quoted or listed equity securities which do not exceed 5.0% of the total amount of the issued securities in that class for the time, none of our Directors, Substantial Shareholders or their Associates has any interest, direct or indirect, in any of the above competitors.

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PROSPECTS, TRENDS AND ORDER BOOK
PROSPECTS The offshore support services sector is directly affected by offshore oil and gas exploration and production activity which in turn is largely dependent on oil and gas prices. Oil and gas prices are affected by factors such as the level of demand and supply for such natural resources, crude oil production and reserve levels, global political and economic developments, advances in exploration and development technology, and governmental restrictions placed on exploration and production of natural resources. High oil and gas prices have the potential of increasing the level of oil and natural gas exploration, development and production as prices are able to support the capital spending for such activities. As of September 2013, the price of dated Brent Crude remains over the US$100 per barrel mark. Our Directors believe that long-term oil price is positive and demand for oil and gas is expected to remain robust. In addition, the decline of current production levels in a number of mature basins underlie requirement for further investment in exploration and production. Companies involved with the exploration, development and production of oil and gas are likely to have a sustainable future. As the demand for oil and gas increases, the prospects for the offshore support services sector will correspondingly increase as more than a third of the world’s global energy production comes from offshore fields. This is likely to increase as onshore fields mature and deplete. The majority of these offshore fields are shallow water fields (i.e. fields in waters of less than 100 metres in depth) and this is likely to continue to be the case in the near future as major oil players increase their capital expenditure. There is also increasing focus on fields in deep waters and it is estimated that the capital expenditure in this sub-sector is likely to increase significantly. Increased exploration activity and field developments offshore will drive an increase in drilling activity, operations and maintenance activities, all of which require the services of offshore vessels. Our Directors believe that driving this increase is the forecasted development of the offshore industry within Asia, Africa and Australia; three regions which have excellent development prospects. South and Central America are also anticipated to see continual growth, driven in most part by the development of Brazil’s huge pre-salt oil reserves and Mexico’s plans to rejuvenate their offshore oil and gas exploration and production. Today, South-east Asia’s deepwater market is beginning to grow although the shallow water sector still comprises a large proportion of the offshore oil and gas market. The Directors believe that Indonesia will witness one of the largest offshore oil and gas exploration and production spending increase in South-east Asia. The Indonesian government has also been actively enforcing cabotage to replace foreign flagged vessels with domestic vessels. These factors will likely drive the demand and charter rates for Indonesian-flagged OSVs. Malaysia is also likely to be the next major exploration and production spender as they look to increase their oil and gas production. Our Directors believe we are strategically well-positioned to capitalise from the rising exploration and production spending in Asia, especially the Indonesian and Malaysian oil and gas market. The increased capital expenditure for the offshore exploration and production activity will have a positive impact on the subsea sector, especially with the increased capital expenditure for deeper water exploration and activity. Our Directors expect long-term growth in subsea infrastructure spending with a significant portion of expenditure arising from Asia. We believe we are well positioned to take advantage of future subsea growth having invested not only in subsea vessels, but also in a subsea engineering company. Moreover, with aging offshore infrastructure globally, prospects for subsea IRM work is expected to be robust. This could create further contracting opportunities for subsea vessel operators and service providers.

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Our Directors have observed that national and international oil and gas companies have also shown a preference to charter younger vessels, especially for long-term charters, and it is expected that there will be a larger number of older vessels being scrapped as ship-owners build or acquire younger ships for their fleets. Consequently, our Directors believe that our prospects are good as all of our offshore vessels are relatively young and well-equipped with modern technology, enabling us to tap the opportunities in the offshore oil and gas industry. Overall, substantial capital expenditure in the offshore oil and gas industry will drive a corresponding increase in the support activities required for the exploration and production that will be carried out over the next few years and offshore vessels are an integral part of the supply chain when it comes to supporting the offshore oil and gas lifecycle. Please refer to the sub-section entitled “Our Business – Offshore Support Services Business” of this Prospectus for further details on the services performed by our Group throughout the oil and gas project life cycle. TRENDS For the current financial year and barring unforeseen circumstances, our Directors have observed the following trends:− (a) the demand for offshore support services will increase with the growth in exploration and production spending as demand for oil and gas rises. We expect our revenue from our Offshore Support Services Business to increase in line with the increase in activity in the global offshore oil and gas industry; and we expect the upward trend in oil and gas industry to have positive impact on the demand for IRM services. The utilisation and charter rates of our DSVs are expected to improve and result in an increase in revenue for our Subsea Business.

(b)

Operating costs, which include crew wages, supplies and charter cost, are expected to increase in tandem with the increase in the level of offshore support and subsea activities. We also expect crew costs to increase with the introduction of Maritime Labour Convention 2006 by the International Labour Organisation which came into force in August 2013. The Maritime Labour Convention 2006 provides comprehensive rights and protection at work for seafarers. ORDER BOOK For our Offshore Support Services Business, Subsea Business and Project Logistics Business, we do not have an order book as we enter into charter arrangements and provide services as and when required by customers. For our Marine Equipment Business, our order book is negligible compared to our Group’s consolidated revenue.

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BUSINESS STRATEGIES AND FUTURE PLANS
Our Group’s strategic objective is to establish ourselves as one of the leading providers of offshore support services in Asia and beyond, which supports a growing pool of international oil and gas players. At the same time, our Group believes it should actively seek to improve its operational set-up, raise efficiency and extract fresh synergies as it enlarges its business. Such efforts would help improve margins and enable our Group to meet the needs of our clients more effectively. Our Group plans to achieve these objectives by pursuing the following strategies:− (a) Scale Up Operations – Expansion of fleet Expansion of fleet for our Offshore Support Services Business Our Group plans to scale up its operations significantly, to quickly capture the opportunities abounding in the geographies that it is currently operating in or targeting, to meet demand for market-relevant vessels. To this end, our Group is embarking on a rigorous fleet expansion that caters to the expanding needs of our growing customer base. We seek to achieve higher utilisation rates and secure more long-term charters with our acquisition of higher specification and energy-efficient vessels, which are increasingly in demand, through our newbuild programme and charter-linked purchases. We are in the process of acquiring larger and more sophisticated dynamic positioning vessels to support deepwater exploration and production activities. Please refer to the section entitled “General Information of Our Group − Newbuild Programme” of this Prospectus for more information on our newbuilds. Having a larger fleet will allow us to move decisively into our targeted growth markets, namely Africa, Australia, Central America and South America, thereby boosting our revenue streams. We will also strengthen our market position regionally, especially in the cabotage protected markets of Indonesia and Malaysia, which are regions with growing exploration and production activities. Expansion of fleet for Subsea Business We also intend to acquire new vessels that are specialised for the Subsea Business. We are building one ROV support vessel for our subsea operations and this is scheduled to be delivered in 2014. This will enable us to deploy inspection and work-class ROVs for construction and maintenance support in deep waters beyond the operational limits of traditional diving teams. We also anticipate that we will acquire new vessels for the Subsea Business in the future as the scale of our operations expands. Improving our subsea expertise is also a key focus as that will allow us to take on a larger number of subsea projects. As our expertise increases, we may also be able to carry out subsea projects which are more technically complex. (b) Scale Up Synergies – Expansion of our Complementary Businesses Our Group has identified certain complementary businesses that, when fully enhanced or developed, will allow our Group to control critical parts of its supply chain thereby improving margins. As a result, our Group will be able to reduce turnaround times for both vessels and projects, and thus serve clients more effectively.

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BUSINESS STRATEGIES AND FUTURE PLANS
Ship Repair And Marine Equipment Facility Our ship repair yard, held via CrestSA Marine & Offshore, is expected to be operational by the middle of 2015 and our new marine equipment fabrication facility is expected to be ready by the end of 2013. Our ship repair yard is expected to have drydocks, which would allow our Group to carry out a wider range of ship-repair activities. The implementation of this plan will be spearheaded by our Managing Director of our Shipyard and Marine Equipment Division, Mr Lau Boon Hwee, with the support of our project management team. Other advantages that our Group will have once our ship repair yard and new equipment fabrication facility becomes fully functional are as follows:− (a) we will have the ability to service our own offshore vessels on a quicker schedule, thereby reducing downtime and improving the utilisation rate of our ship repair yard and improving our customer service; our ship repair facility and our marine equipment fabrication facility will provide our Company with control over some of the most critical offshore vessel support services and greatly enhance the reliability of our fleet; our new marine equipment fabrication facility will enable us to consolidate and enhance our existing marine fabricating capabilities; and having access to ship-repair and marine equipment fabrication facilities would provide our Group with additional commercial flexibility as our vessels can be conveniently modified at short notice to take advantage of ad-hoc, high-margin assignments when similar vessels are not available.

(b)

(c)

(d)

The ship-repair services will be made available to our own fleet of offshore vessels as well as to third party customers. Project Logistics Business We have recently acquired full management and control over our Project Logistics Business. Prior to this, we only had one seat (out of four) on the board of directors of Consolidated Pipe Carriers and no majority control at shareholder proceedings. With the acquisition of full management and control, we are now able to improve the Project Logistics Business in a manner we deem appropriate. To this end, we intend to focus on streamlining the operations of our Project Logistics Business. While the initial scale of operations will be more limited, we are of the view that we may be able to expand the scale of the Project Logistics Business if we are able to successfully implement our changes to its business model and operations. In addition, as the Project Logistics Business is complementary to our Offshore Support Services Business, we intend to leverage on our existing fleet of offshore vessels and optimise their utilisation.

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BUSINESS STRATEGIES AND FUTURE PLANS
(c) Growth Through Joint Ventures, Mergers Or Acquisitions We intend to seek suitable opportunities to grow, consolidate and build up the scale of our businesses through mergers and acquisitions in line with our plans to establish our presence overseas in high growth markets. We also intend to expand our existing operations and/or establish a presence in various countries to capture opportunities in growth markets through strategic partnerships with our joint venture partners and key customers with strong local knowledge in growth markets. Establishing local presence in these regions would give our Group greater access to key markets and capitalise on the growth in these markets. In addition, these overseas operations ensure that we are in close proximity to not only our existing customers but also potential customers. As such, this would increase our chances of securing new projects with our existing customers while allowing us to acquire a new customer base at the same time. (d) Listing of PT Logindo Prospective investors should note that the extent of the disclosure of information in relation to PT Logindo and the Logindo IPO set out below and in this Prospectus are subject to and limited by, inter alia, applicable Indonesian laws and regulations, including the rules and regulations of the Indonesian Financial Services Authority (Otoritas Jasa Keuangan) and the IDX. The Logindo IPO is subject to, inter alia, regulatory approvals and the market conditions prevailing at the time before the Logindo IPO. It should be stressed that, depending on the then prevailing market conditions closer to the Logindo IPO, PT Logindo may decide not to proceed with the Logindo IPO. Please refer to the section entitled “Risk Factors” of this Prospectus. One of our Group’s Associated Companies, PT Logindo, is currently considering the Logindo IPO. As at the Latest Practicable Date, our Company (through our Subsidiary, Alstonia Offshore) holds a 49% equity stake in PT Logindo and has joint control of PT Logindo’s board of directors at this time. In our Group’s consolidated financial statements, it is equityaccounted for as a share of results of joint venture companies. An application for the listing of Logindo on the IDX was submitted in August 2013 and it is anticipated that the Effective Statement from the Indonesian Financial Services Authority (Otoritas Jasa Keuangan) for the Logindo IPO would be granted no later than 31 December 2013. In light of the relatively close timing between our Company’s listing and the Logindo IPO, the background information on PT Logindo is set out below, subject to such regulatory restrictions as may be applicable. History and Background of PT Logindo since our Group’s investment in PT Logindo PT Logindo was incorporated in Indonesia as a limited liability company on 5 May 1998. As at the Latest Practicable Date, it has an authorised capital of Rp 180,000,000,000 divided into 1,800,000,000 shares, and an issued and paid-up share capital of Rp 45,098,000,000 divided into 450,980,000 shares.

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BUSINESS STRATEGIES AND FUTURE PLANS
PT Logindo is currently a joint venture company owned by our Subsidiary, Alstonia Offshore, and our unrelated Indonesian partners, Eddy Kurniawan Logam, Rudy Kurniawan Logam and Merna Logam (the “ Indonesian JV Partners ”). Our Group, through our Subsidiary, Alstonia Offshore, invested in a 49% stake in PT Logindo on 13 October 2011 as part of its strategy of international expansion. The Indonesian JV Partners collectively hold 51% of PT Logindo’s issued share capital. Under the terms of the joint venture agreement between Alstonia Offshore and the Indonesian JV Partners, Alstonia Offshore and the Indonesian JV Partners both have the right to nominate an equal number of representatives to PT Logindo’s board of directors and board of commissioners. The current corporate information of PT Logindo is as follows:− Board of Directors Mr Mr Mr Mr Mr Mr Eddy Kurniawan Logam (President Director) Mok Weng Vai (Vice President Director) Rudy Kurniawan Logam Rudy Kusworo Loo Choo Leong Meyrick Alda Sumantri (Unaffilliated Director)

Board of Commissioners

Mr Pang Yoke Min (President Commissioner) Ms Merna Logam Ms Estherina Arianti Djaja (Independent Commissioner) Indonesian JV Partners (51%) Alstonia Offshore (49%)

Shareholders

PT Logindo’s Business PT Logindo is an owner, operator and charterer of offshore vessels which are supplied to the offshore oil and gas industry in Indonesia. The nature of these operations is largely similar to the manner in which our Group operates, more details of which are set out in the sub-section entitled “Offshore Support Services Business” of this Prospectus. The key distinction between our Group’s operations in the Offshore Support Services Business segment from PT Logindo’s operations arises from PT Logindo’s geographical area of operations. While our Group operates in various parts of the world, PT Logindo’s operations are focused entirely in Indonesia as at the Latest Practicable Date, and it is anticipated that PT Logindo’s area of focus will remain in Indonesia for the short-to-medium term future. Several of PT Logindo’s key customers are Total E&P, PT Pertamina and CNOOC. As part of our Group’s strategy of international expansion, our Group identified Indonesia as one of the critical growth markets and entered into the joint venture with the Indonesian JV Partners. This joint venture allows our Group to have greater access to the Indonesian offshore support services market due to the cabotage laws in Indonesia. Indonesia’s cabotage rules provide that Indonesian-flagged vessels are given priority ahead of vessels flagged elsewhere in bids for offshore support services projects in Indonesian waters. Historically, this has meant that Indonesian-flagged vessels have a higher utilisation rate as compared to vessels flagged elsewhere in Indonesian waters and that, as a result of such higher demand, there has been a shortage of suitable Indonesian-flagged vessels. As a limited liability company incorporated in Indonesia, PT Logindo is able to own and operate Indonesian-flagged offshore vessels and such vessels have a high utilisation rate as a result of the high demand for Indonesian-flagged vessels pursuant to these cabotage rules.

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BUSINESS STRATEGIES AND FUTURE PLANS
In the past two years, the joint venture arrangement has been successful as it has allowed our Group to gain greater access to offshore support services projects situated in Indonesian waters via PT Logindo’s Indonesian-flagged offshore vessels. PT Logindo has also been able to grow its fleet substantially through our Group’s participation in the joint venture. PT Logindo has been able to acquire offshore vessels from our Group for its operations, more details of which are set out in the section entitled “General Information of Our Group − Our Operations in Indonesia and Malaysia” of this Prospectus. PT Logindo’s Fleet As at the Latest Practicable Date, PT Logindo owns and operates a fleet of 58 offshore vessels, ranging from AHTS, utility vessels, AWBs, landing craft transport vessels, crew boats, tug boats and barges. Please refer to the sub-section entitled “Our Operations in Indonesia and Malaysia” of this Prospectus for more information on PT Logindo’s fleet. Historical Financials A summary of selected financial information of PT Logindo for FY2010, FY2011 and FY2012 which were prepared in conformity to the Indonesian Financial Accounting Standards (PSAK), is set out below. The FY2010 accounts were audited by Drs. Bambang S. & Partners, and the FY2011 and FY2012 accounts were audited by Purwantono, Suherman & Surja, the Indonesian member firm of Ernst & Young Global, Independent Public Accountants, in accordance with auditing standards established by the Indonesian Institute of Certified Public Accountants:– Selected Items On Operating Results Audited FY2010 18,123 9,648 6,971 3,585 Audited FY2011 25,515 12,391 8,632 4,125 Audited FY2012 34,094 16,584 12,467 9,422

(US$’000) Revenue Gross profit Operating profit Profit before tax Selected Items On Financial Position

(US$’000) Total Assets Total Liabilities Net assets Rationale for the Logindo IPO

Audited as at 31 December 2010 51,275 36,158 15,117

Audited as at 31 December 2011 99,963 58,119 41,844

Audited as at 31 December 2012 148,443 97,740 50,703

The key driver for the Logindo IPO is the increasing business opportunities for Indonesianflagged vessels operating in Indonesian waters. Due to the cabotage laws (as described in the sub-section entitled “PT Logindo’s Business” above), the demand for Indonesian-flagged vessels that can operate in the offshore support services space in Indonesian waters 157

BUSINESS STRATEGIES AND FUTURE PLANS
continues to exceed supply and this demand is likely to continue in the foreseeable future. There is thus a shortage of Indonesian-flagged vessels that are able to operate in offshore support services projects in Indonesian waters. This shortage gives rise to an opportunity for PT Logindo to continue to increase its market share in the Indonesian market. However, in order for PT Logindo to do so, it needs to increase the size of its fleet so that it can bid for more offshore support services projects and supply more Indonesian-flagged vessels to the customers in this space. The primary obstacle to PT Logindo increasing its fleet size is the capital intensive nature of acquiring vessels. The Logindo IPO will enable PT Logindo to raise capital that is required for its fleet expansion, including larger and higher-specification vessels. It is envisaged that the majority of the proceeds raised from the Logindo IPO will be applied towards the acquisition and financing of new offshore vessels for PT Logindo’s fleet. Our Directors believe that this will be beneficial to our Group as the expanded fleet should allow PT Logindo to take on more charter contracts and thereby improve PT Logindo’s financial performance. In addition, the Logindo IPO will grant PT Logindo better access to the Indonesian capital markets for equity and/or debt funding. Our Directors believe that this will provide PT Logindo with more options for the purpose of financing its operations (including fleet expansion) and future business plans and strategies. This will ultimately give PT Logindo greater ability to take advantage of growth opportunities in the future. Impact of the Logindo IPO on our Group It is presently envisaged that the Logindo IPO, if undertaken, will involve an issue of new shares in the capital of PT Logindo. However, there is currently no indicative offer size and offer price for the Logindo IPO. The actual number of PT Logindo shares that will be issued will be determined by the Indonesian JV Partners, our Group, and PT Logindo’s professional advisers closer to the date of the Logindo IPO through a book-building process after taking into consideration, inter alia , the then prevailing market conditions and the estimated market demand for the PT Logindo shares. This book-building process has not commenced as at the Latest Practicable Date. Shareholding Impact As indicated above, Alstonia Offshore currently holds 49% of the share capital of PT Logindo while the Indonesian JV Partners hold 51% of the share capital of PT Logindo. Upon the successful listing of PT Logindo on the IDX, the shareholding of our Group and the Indonesian JV Partners in PT Logindo will be diluted proportionately depending on public ownership held post-completion of the Logindo IPO. However, as the Logindo IPO has not reached the book-building stage yet, our Group is not able to confirm the extent of the decrease in the shareholdings of our Group and the Indonesian JV Partners at this time. The exact impact will be determined at a later date based on the actual number of PT Logindo shares to be offered pursuant to the Logindo IPO. While there may be an impact on Alstonia Offshore’s shareholdings in PT Logindo, this is not expected to affect the manner in which PT Logindo is treated in our Group’s consolidated financial statements as it will remain equity-accounted for as a share of results of joint venture companies.

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BUSINESS STRATEGIES AND FUTURE PLANS
Financial Impact As the Logindo IPO has not taken place, the actual impact of the Logindo IPO on our Group’s shareholdings in PT Logindo will only be substantially effective from the financial period after the Logindo IPO is completed. In addition, due to Indonesian regulatory restrictions imposed by applicable Indonesian laws and regulations, our Group is not able to disclose the financial impact of the Logindo IPO on our Group’s financial performance at this time as these relate to information for the purpose of book-building for the Logindo IPO. Management Impact After the Logindo IPO, it is anticipated that the Indonesian JV Partners collectively, and Alstonia Offshore, will be entitled to appoint equal number of directors to PT Logindo’s board of directors. In addition, the articles of association of PT Logindo post-listing will provide that (a) decisions at its board level will require the approval of both the president director and vice-president director of PT Logindo (of which the vice-president director of PT Logindo is appointed by our Group); and (b) any change to the composition of the board and to the listed company’s articles of association will require the approval of at least 70% of the shareholders of PT Logindo. On that basis, our Group would retain joint control of PT Logindo after the Logindo IPO (subject to any decrease of our Group’s shareholding in PT Logindo). The minimum shareholders’ approval thresholds required to be met under the Indonesian regulations for any change to the Board of Directors and/or Board of Commissioners of an IDX-listed company, and any amendments to the articles of association of an IDX-listed company, are set out in Appendix H entitled “ Summary of the Relevant Laws and Regulations – Government Regulations in Indonesia ” of this Prospectus. Post-Listing Announcements We will continue to update our shareholders as necessary and in compliance with, inter alia , the Listing Manual, on the progress of the Logindo IPO after our Company’s listing on the SGX-ST. We will include in the said update in the event of any subscription by our Directors, Controlling Shareholder(s) or their associates (as defined in the Listing Manual) in the shares of PT Logindo pursuant to the Logindo IPO. Post-Listing Obligations We will, after our Company’s listing on the SGX-ST, comply, where relevant, with the requirements of the Listing Manual in relation to the shares of PT Logindo, including, in particular, Chapter 9 of the Listing Manual with respect to any interested person transactions and/or Chapter 10 of the Listing Manual with respect to any acquisitions or disposals of such shares. As at the Latest Practicable Date, the Joint Issue Managers have confirmed that after making reasonable enquiries of the Company and its officers, to the best of their knowledge and belief, the disclosures in the Prospectus relating to PT Logindo and the Logindo IPO constitute disclosure of material facts relevant in the context of the Invitation, the Company and its Subsidiaries (subject to the restrictions and limitations of, inter alia, applicable Indonesian laws and regulations, including the rules and regulations of the Indonesian Financial Services Authority and the IDX).

159

EXCHANGE CONTROLS
Singapore There are no exchange control restrictions in the repatriation of capital and the remittance of profits into or out of Singapore by or to our Group companies in Singapore. Brazil As a general rule, there are no exchange control restrictions in the repatriation of capital and the remittance of profits into or out of Brazil by or to our Group companies in Brazil. According to Law no. 4.131, dated 3 September 1962, foreign investments in Brazil shall be registered with Brazilian Central Bank to allow the remittance of profits and/or interests on equity to the foreign investors, the repatriation of the capital expressed in foreign currency invested in the country and the reinvestment of profits and/or interests on equity. All exchange transactions are processed through duly authorized institutions. The remittance of funds into Brazil as capital contribution does not require prior authorization by Brazilian authorities and resources may be transferred to Brazil whenever necessary. In order to have access to the funds, the Brazilian company shall convert the funds received from the foreign investor into Brazilian currency. Foreign investments in Brazilian capital market, by means of acquisition of shares and other securities (“ portfolio investments ”), when performed by non-residents, are subject to registration with the Brazilian Central Bank and Securities Exchange Commission (CVM). Currently, non-resident investors are allowed entrance and free transit to all products available in the local market. In this connection, besides the registration proceedings, there are no restrictions for foreigners to access the Brazilian stock exchange, being allowed to invest in any product available in the market. In other words, foreign investors (institutions and individuals) are allowed to hold any asset class available to domestic investors in Brazil, but they must register themselves before the authorities. In the registration procedures, foreign investors will be required to appoint a legal representative, a fiscal representative and a custodian. Tax on Financial Operations (“ IOF ”) is assessed on different types of events, such as foreign exchange, credit and related to securities and insurance. Generally, IOF-Exchange is assessed on foreign currency exchange transactions for inflow and outflow of funds into and from Brazil, at the rate of 0.38% charged over each executed exchange operation. Such rate, however, may vary depending on the nature of the transaction. In addition, the President of Brazil has broad powers to change the triggering events and applicable rates. Thus, it is very important to review the IOF legislation at the time of the actual inflow and outflow of funds. Loans granted by companies or individuals domiciled abroad to individuals or legal entities in Brazil shall be electronically recorded with the Brazilian Central Bank and payment conditions of the principal and interest rates, subject to withholding income tax, cannot be deemed excessive, according to the policies of Brazilian Central Bank and thin capitalization rules, when applicable. Such loans are currently exempt of IOF, unless the loan term is 360 days or less, case in which the applicable IOF rate is 2%. The remittance of funds from Brazil to other jurisdictions may be subject to withholding taxes, depending on the nature of the transfer. Dividends remittance is always tax-free.

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EXCHANGE CONTROLS
Indonesia Indonesia adopts free foreign exchange system based on Law Number 24 of 1999 on Foreign Exchange Flow and Exchange Rate System (“ Law 24 ”). Any Indonesia resident, namely a person, legal entity or other entity domiciled or planning to domicile in Indonesia for at least one year, including representatives and diplomatic staff of the Republic of Indonesia, shall be free to own and use foreign currencies. It means that if they obtain and are in possession of any foreign currencies, they are not obliged to sell it to the State, and they also are free to conduct foreign exchange activities, such as for international trade and capital market transactions. The implementation of the foreign exchange system and exchange rate system is conducted by Bank Indonesia as monetary authority having responsibility to maintain the stability of the value of the Rupiah. Bank Indonesia as central bank is authorised to control the flow of foreign exchange conducted by Indonesian residents. The implementation of free flow of foreign exchange without any control to the flow of foreign exchange itself may harm the national economic condition. In this respect, Bank Indonesia is authorised to request any information and data with respect to the activities of foreign exchange flow conducted by Indonesian residents. Through its implementing regulations (namely Regulation of Bank Indonesia No. 13/15/PBI/2011 as last amended by Regulation of Bank Indonesia No. 14/4/PBI/2012), Bank Indonesia obliges Banks, non bank financial institutions and non financial institution companies to submit a report to Bank Indonesia with respect to their foreign exchange flow activities. A non financial institution company is obliged to submit this kind of report if:– (a) (b) the total assets it owns is at least IDR100,000,000,000 (one hundred billion Rupiah); or revenue during a one-year period is at least IDR100,000,000,000 (one hundred billion Rupiah).

With respect to the exchange rate system, the Government of Indonesia determines the exchange rate system to be applied in Indonesia based on the exchange rate system proposed by Bank Indonesia. Bank Indonesia will later implement the determined exchange rate system. Law 24 and Law No. 23 on 1999 as lastly amended by Law No. 6 of 2009 on Bank Indonesia (“ Law 23 ”) assigns Bank Indonesia with a main duty to reach and maintain the stability of the value of Rupiah currency. Bank Indonesia may apply the exchange rate system in Indonesia in the form of a fixed exchange rate, floating exchange rate or controlled floating exchange rate. In this respect, Bank Indonesia as central bank is authorised to conduct intervention in the foreign exchange market in order to keep the value of the Rupiah currency stable. Since 14 August 1997, Bank Indonesia adopted a floating exchange rate without determining on what level Bank Indonesia will conduct intervention. Indonesia does not restrict the repatriation of capital. Dividends, interest and royalties are freely remittable out of Indonesia, subject to the payment of withholding tax. Malaysia There are no restrictions on the repatriation of capital, profits, dividends, interest, fees or rental by foreign direct investors or portfolio investors, subject to withholding tax, if any, and provided such remittance is effected through licensed remittance service providers (including licenced banks). Such remittance should be made in foreign currency (save for the currency of Israel).

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EXCHANGE CONTROLS
Further, it is to be noted that any direct investment abroad, inter-company borrowing or foreign currency-denominated trade financing by a resident entity in Malaysia shall be subject to the prevailing foreign exchange administration rules as issued by Bank Negara Malaysia which are subject to change from time to time as and when Bank Negara Malaysia deems fit to support the overall macroeconomic objective of maintaining monetary and financial stability.

162

DIRECTORS, MANAGEMENT AND STAFF
MANAGEMENT REPORTING STRUCTURE
Board of Directors Mr Pang Yoke Min (Executive Chairman) Mr Ng Tiong Gee (Lead Independent Director) Mr Mok Weng Vai (Executive Director) Ms Ooi Chee Kar (Independent Director) Mr Pang Wei Meng(1) (Executive Director) Mr Goh Chong Theng (Independent Director) Mr Lau Boon Hwee (Executive Director) Mr Wong Meng Hoe (Independent Director) Mr Yong Yin Min (Non-Executive Director) Mr Choo Boon Tiong (Independent Director)

Executive Chairman Mr Pang Yoke Min

Managing Director (Shipyard and Marine Equipment Division) Mr Lau Boon Hwee

Managing Director (Subsea and Project Logistics Division) Mr Pang Wei Meng(1)

Managing Director (Offshore Support Services Division) Mr Mok Weng Vai

Managing Director (Commercial and Business Development) Mr Pang Wei Kuan(1)

Group Finance Director

Mr Loo Choo Leong

Note:– (1) Mr Pang Wei Meng and Mr Pang Wei Kuan are both the sons of Mr Pang Yoke Min.

DIRECTORS Our Directors are entrusted with the responsibility for the overall management of our Group. The particulars of our Directors as at the date of this Prospectus are set out below:− Name Mr Pang Yoke Min Age 63 Address 26 Third Avenue Singapore 266597 19 Queen’s Close #16-109 Singapore 140019 26 Third Avenue Singapore 266597 Position Executive Chairman

Mr Mok Weng Vai

48

Executive Director and Managing Director (Offshore Support Services Division) Executive Director and Managing Director (Subsea and Project Logistics Division) Executive Director and Managing Director (Shipyard and Marine Equipment Division) Non-Executive Director

Mr Pang Wei Meng

32

Mr Lau Boon Hwee

50

28A Lorong How Sun How Sun Garden Singapore 536543 158 Meyer Road Singapore 437948 12 Brockhampton Drive Serangoon Garden Estate Singapore 559061

Mr Yong Yin Min

61

Mr Ng Tiong Gee

51

Lead Independent Director

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DIRECTORS, MANAGEMENT AND STAFF
Name Ms Ooi Chee Kar Age 58 Address 10 Neram Crescent Seletar Hills Estate Singapore 807816 5B Hillcrest Road Singapore 286680 52A Jalan Senang Singapore 418344 26 Springwood Crescent Singapore 118054 Position Independent Director

Mr Goh Chong Theng Mr Wong Meng Hoe Mr Choo Boon Tiong

57

Independent Director

65

Independent Director

59

Independent Director

Information on the business and working experience, education and professional qualifications, if any, and areas of responsibilities of our Directors are set out below:− Mr Pang Yoke Min was appointed as our Group’s Executive Chairman in January 2013, after having served as its principal adviser from January 2012 to December 2012. Mr Pang was also our Group’s Non-Executive Director between January 2007 and December 2011. He is currently responsible for our Group’s overall strategic direction and growth, and has led its swift transformation into a promising major player in the provision of offshore vessels. He has more than 30 years of experience in the offshore oil and gas industry. He co-founded Jaya Holdings Limited in 1981 and was its managing director from its inception until 2006. During this time, he was instrumental in charting its rapid growth. Jaya Holdings Limited is a listed company on the Main Board of the SGX-ST. Mr Pang is a non-independent and non-executive director of two companies listed on the SGX-ST, Global Yellow Pages Limited and Pacific Healthcare Holdings Limited. He sits on the nomination, audit and remuneration committees at Global Yellow Pages Limited. Mr Pang graduated with a Diploma in Business Administration from the Institute of Business Administration in Australia. Mr Mok Weng Vai was appointed as our Executive Director in July 2006. A veteran of the offshore marine industry with more than 20 years’ experience, he co-founded our Group with the incorporation of Strato Maritime Services in 2002. Since then, he has overseen our Group’s daily management and policy implementation. Mr Mok heads our Offshore Support Services Business Division, which represents our core business segment. He began his career as a commercial and business development executive at Maritime Pte. Ltd. in 1989 before joining Jaya Holdings Limited as a marketing executive in 1993. He spent nine years at Jaya Holdings Limited before leaving to start up Strato Maritime Services. During this period, he acquired in-depth knowledge and experience of the oil and gas industry, in particular, the offshore support services sector. Mr Mok graduated with a Bachelor of Arts from the National University of Singapore.

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Mr Pang Wei Meng was appointed as one of our Executive Directors in November 2006. Mr Pang has also been heading our Subsea Business Division and Project Logistics Business Division, overseeing their overall day-to-day operations. Further, he has the primary responsibility of dealing with new clients for the chartering of our vessels. Mr Pang began his career with our Group and played a key role in our Group’s formative years, when his responsibilities included marketing, business development and finance. He earned a Diploma in Mechanical Engineering from Singapore Polytechnic and a Bachelor of Commerce in Finance and Accounting from the University of New South Wales, Australia. Mr Lau Boon Hwee was appointed as one of our Executive Directors on 28 October 2013. He joined our Group in 2008 as General Manager – Project and Commercial in Pacific Crest. Mr Lau has been heading our Group’s Shipyard and Marine Equipment Division since 2009. He is responsible for overseeing the technical and service aspects of our Group’s operations and he is in charge of our Group’s newbuilding projects. He is also responsible for the management and development of our Marine Equipment Business operations and oversees the construction of our ship-repair yard facility. Mr Lau is a veteran in the offshore marine industry with more than 20 years’ experience. Prior to joining our Group, Mr Lau was in the employment of Asian Shipbuilding Industries Pte. Ltd. between 1986 and 1996 where he gained experience in shipbuilding and ship repairing operations. Between 1997 and 2007, Mr Lau was a commercial manager at Jaya Shipbuilding & Engineering Pte. Ltd. where he began to manage the newbuilding business and performed other various shipyard related functions, including assessment of shipyards, analysis of newbuilding projects and vessel repairs. Mr Lau graduated with a Diploma in Offshore and Shipbuilding from Ngee Ann Polytechnic. Mr Yong Yin Min was appointed as our Non-Executive Director in November 2006. Before joining our Group, he worked primarily at financial institutions, including international banks where he acquired private, corporate and investment banking experience. He started work as a relationship manager – corporate banking and private banking at Chase Manhattan bank from 1981 to 1988 before moving on to NZI Bank as a credit manager – corporate banking and investment banking from 1988 to 1990. He was then Indonesia team head in the private banking department of Standard Chartered Bank from 1990 to 1991 and thereafter team head in the corporate banking department of Keppel Bank from 1991 to 1994. From 1994 to 1996, he was the regional operations manager of GE Capital and from 1996 to 2004 he was general manager – commercial and investment banking of KBC Bank. In 2004, Mr Yong left the financial industry to join the Australian-listed Ghim Li group as a consultant before being appointed as an executive director of Ghim Li Group Pte Ltd, Ghim Li Holdings Co. Pte. Ltd. and GLG Corp Ltd. in 2005. He also served as an independent director of Swing Media Technology Group Ltd from 2010 to 2012. Mr Yong graduated with a Bachelor of Science from the University of Singapore. He also acquired a Master’s Degree in Business Administration from the University of Toronto, Canada and a Master’s Degree in Financial Engineering from the National University of Singapore.

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DIRECTORS, MANAGEMENT AND STAFF
Mr Ng Tiong Gee was appointed as our Lead Independent Director on 28 October 2013. He has substantial experience in the information technology sector and in strategic human resource management. He is currently the senior vice president for innovation and technology at Resorts World Sentosa, which he joined in 2013. Between 1988 and 1992, he held various key engineering positions at Digital Equipment Singapore, now part of Hewlett-Packard. He then went on to work at Siemens Microelectronics Asia Pacific Pte Ltd (now known as Infineon Technologies Asia Pacific) for over six years where he last served as director of information systems and services. From 1999 to 2001, he was the chief information officer of Gateway Incorporated, heading the company’s IT activities in Asia Pacific. Mr Ng then joined STATS ChipPAC in 2001, and was its senior vice-president of human resources and information technology until 2008. Mr Ng was the chief information officer as well as the chief human resource officer of United Test and Assembly Center Ltd from 2008 to 2013, before he joined Resorts World Sentosa. Mr Ng is also currently an independent director of Global Yellow Pages Singapore Ltd and is the chairman of its remuneration committee and a member of its nominating committee. Mr Ng graduated with a Bachelor of Mechanical Engineering from the National University of Singapore and holds a Master of Business Administration from Nanyang Technological University of Singapore. He has also attended the Advanced Management Program in Harvard Business School. Ms Ooi Chee Kar was appointed as our Independent Director on 28 October 2013. She had been an auditor for more than 30 years, and was a PricewaterhouseCoopers, Singapore (“ PwC ”) audit partner from 1992, until her retirement in December 2012. During her time with PwC, Ms Ooi was the audit partner for, amongst others, various listed entities, and has been actively involved in various audit committee meetings. Her professional experience is broad-based covering a wide range of industries from financial services to retail, shipping, oil trading, manufacturing, trading and other service related industries. Ms Ooi is currently a member of the audit committee of the National Council of Social Services and honourary treasurer of the MILK (Mainly I Love Kids) Fund. She is also an independent director of the Singapore Eye Research Institute and is the chairman of its audit committee. Ms Ooi is a fellow of the Institute of Chartered Accountants in England and Wales and of the Institute of of Singapore Chartered Accountants. Ms Ooi graduated with a Bachelor of Accountancy (Hons) from the National University of Singapore in 1976. Mr Goh Chong Theng was appointed as our Independent Director on 28 October 2013. He is currently the corporate finance director of PT Central Cipta Murdaya. Prior to this, he was the head of banking of RGE Pte Ltd since March 2012 up to July 2013 and the chief financial officer of TT International Ltd (a company listed on the SGX-ST) from 2010 to 2012. Mr Goh’s experience is predominantly in the banking/finance sector which spans a period of over 30 years. He started his career as a credit analyst in Citicorp in 1980 and moved on to Baring Brothers as manager of corporate finance in 1984. Between 1985 and 1988, Mr Goh served as vice president of structured finance and value investing in Citibank Singapore. He also served as vice president of leverage capital group in Citicorp North America from 1989 to 1990. From 1990 to 1994, he was the senior manager for credit and planning business banking, as well as banking group for global corporates and conglomerates, in Standard Chartered Singapore Branch. He was 166

DIRECTORS, MANAGEMENT AND STAFF
the senior vice president – head of corporate and capital markets division in ABN AMRO Singapore Branch between 1995 and 2000. Mr Goh was also senior vice president – head of wholesale corporates in OCBC Bank between 2001 and 2005. From 2005 to 2009, he was the general manager Singapore branch of Rabobank International and was also the director of Bangkok Ranch PLC between 2008 and 2009. Mr Goh graduated with a Bachelor of Computer Science from the University of Windsor, Canada in 1978. He also acquired a Master’s Degree in Business Administration (Finance and Accounting) from McGill University, Canada in 1980. Mr Wong Meng Hoe was appointed as our Independent Director on 28 October 2013. He is currently the managing director of MH Wong Marine Pte. Ltd., a consultancy company established by him in 1993. Mr Wong has over 40 years’ of experience in the marine and offshore oil and gas industry. He started his career in 1970 at the Singapore Ministry of Defence (“ MINDEF ”) where he held positions in the Singapore Navy as a staff naval architect, officer commanding of maintenance and quality control and as commanding officer of the Naval Technical Training School. He was head of ordinance in the logistics division of MINDEF before moving to the private sector in 1977. He worked for Noble Denton and Associates (S) Pte. Ltd. from 1977 to 1993 starting as a naval architect and eventually being appointed as a director and general manager. He currently runs his own consultancy company which provides consultancy and supervision services to the offshore oil and gas industry relating to transportation and offshore installation of platforms, heavy plants, FSOs, FPSOs and mooring systems. He also provides services in dispute resolution as an expert witness and arbitrator. Mr Wong is a fellow and past council member of the Society of Naval Architects and Marine Engineers Singapore, the Singapore Institute of Arbitrators and the Singapore Maritime Arbitration Association. He is a member of the Royal Institution of Naval Architects and is a Chartered Engineer. He also serves as a member of the Marine and Offshore Technology Advisory Committee at Ngee Ann Polytechnic. Mr Wong, who was also a Colombo Plan scholar, graduated with a Bachelor of Science (Naval Architecture) from the University of Newcastle Upon Tyne in 1970. Mr Choo Boon Tiong was appointed as our Independent Director on 28 October 2013. He has been a director of Kyra Capital Pte. Ltd., a management/financial consultancy, and chief executive officer and chairman of Personnel Link JobHub Pte Ltd since 2004. He has also held the position of director in Tiro Consulting Services Pte. Ltd., an executive search company, since 2005. Further, Mr Choo has over 25 years of experience in finance, having worked as a manager in Heller Factoring (S) Ltd (later known as GE Commercial Financing (Singapore) Ltd) between 1979 and 1986, as a senior manager in Export Credit Insurance Corporation of Singapore Ltd from 1986 to 1987, and International Factors (S) Pte Ltd (now known as IFS Capital Limited), a company listed on the SGX-ST, from 1987 to 1990, where he served as director and general manager from 1987 to 1990 and managing director between 1992 and 2004. Between 1991 and 1992, he was seconded by International Factors (S) Pte Ltd to PB International Factors Sdn Bhd as the chief executive officer. During his time with International Factors (S) Pte Ltd , he was also elected to the executive committee and as president of International Factors Group, a global association of factoring companies and financial institutions.

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Mr Choo is currently an independent director of Craft Print International Ltd, which is a company listed on the SGX-ST. Mr Choo graduated with a Bachelor of Arts from the National University of Singapore. Pursuant to Rule 210(5)(a) of the Listing Manual, Mr Mok Weng Vai, Mr Pang Wei Meng, Mr Lau Boon Hwee, Ms Ooi Chee Kar, Mr Goh Chong Theng and Mr Wong Meng Hoe do not have prior experience as directors of public-listed companies in Singapore. However, Mr Mok Weng Vai, Mr Pang Wei Meng, Mr Lau Boon Hwee, Ms Ooi Chee Kar, Mr Goh Chong Theng and Mr Wong Meng Hoe have undertaken or will undertake relevant training in Singapore to familiarise themselves with the roles and responsibilities of a director of a public listed company in Singapore. The training included a seminar series on essentials for listed company directors co-organised by the SGX-ST and the Singapore Institute of Directors. None of our Independent Directors sits on the board of any of our principal Subsidiaries that are based in jurisdictions other than Singapore. Save as disclosed above and in the sections entitled “General Information on Our Group – Shareholders” and “Directors, Management and Staff” in this Prospectus, none of our Directors is related to each other or to any of our Executive Officers or Substantial Shareholders. There was no agreement or arrangement with our Substantial Shareholders, customers or suppliers pursuant to which we will appoint any of them or any person nominated by any of them as our Director. Save as disclosed below and the directorship held in our Company, none of our Directors currently holds or has held any directorships in the past five years preceding the date of this Prospectus. Name Mr Pang Yoke Min Present Directorships Group Companies Alam Radiance (L) Alam Radiance (M) Alstonia Offshore Crest Logistics Crest Offshore Marine Crest Shipyard Crest Subsea International CSI Offshore Pacific Crest Pacific Crest (Labuan) Pacific Offshore Prime Offshore PT Logindo (Commissioner) Radiance Offshore B.V. Strato Maritime Services Supreme Radiance Past Directorships Group Companies Consolidated Pipe Carriers CPC Solutions PT Jawa (Commissioner)

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Name Present Directorships Other Companies 100 Holdings Pte. Ltd. Global Yellow Pages Limited Pacific Healthcare Holdings Ltd. Radiance Investment Pte. Ltd. Radiance Physiofit Pte. Ltd. YM InvestCo Pte. Ltd. Mr Mok Weng Vai Present Directorships Group Companies Alam Radiance (L) Alam Radiance (M) Alstonia Offshore Consolidated Pipe Carriers Consolidated Pipe Carriers (Australia) CPC PNG CPC Solutions Crest Logistics Crest Offshore Marine CrestSA Marine & Offshore Crest Shipyard Crest Subsea International CSI Offshore Fleetwinch Control Offshore Subsea Services Pacific Crest Pacific Crest (Labuan) Pacific Offshore Prime Offshore PT Logindo PT Marine Engineering PT Subsea Offshore Radiance Catico Radiance Offshore B.V. Strato Maritime Services Supreme Radiance Titan Offshore Other Companies Fairwinds Investment Pte. Ltd. Past Directorships Other Companies Global Magazines Pte. Ltd.

Past Directorships Group Companies PT Jawa

Other Companies N.A.

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Name Mr Pang Wei Meng Present Directorships Group Companies Alstonia Offshore Consolidated Pipe Carriers Consolidated Pipe Carriers (Australia) CPC PNG CPC Solutions Crest Logistics Crest Offshore Marine Crest Shipyard Crest Subsea International CrestSA Marine & Offshore CSI Offshore Offshore Subsea Services Pacific Crest Pacific Crest (Labuan) Pacific Offshore Prime Offshore PT Jawa PT Marine Engineering PT Subsea Offshore Strato Maritime Services Titan Offshore Other Companies YM InvestCo Pte. Ltd. Mr Lau Boon Hwee Present Directorships Group Companies CA Offshore CrestSA Marine & Offshore Fleetwinch Control Radiance Catico Titan Offshore Other Companies N.A. Past Directorships Group Companies PT Logindo

Other Companies N.A. Past Directorships Group Companies N.A.

Other Companies N.A.

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Name Mr Yong Yin Min Present Directorships Group Companies Alstonia Offshore Crest Logistics Crest Offshore Marine Crest Shipyard Crest Subsea International CSI Offshore Pacific Crest Pacific Crest (Labuan) Pacific Offshore PT Jawa Strato Maritime Services Other Companies Ghim Li Group Pte. Ltd. Ghim Li Holdings Co. Pte. Ltd. GLG Corp Ltd. Value@Risk Pte. Ltd. Mr Ng Tiong Gee Present Directorships Group Companies N.A. Other Companies Global Yellow Pages Limited Ms Ooi Chee Kar Present Directorships Group Companies N.A. Other Companies Singapore Eye Research Institute Mr Goh Chong Theng Present Directorships Group Companies N.A. Other Companies Capri One Private Limited Capri Two Private Limited Past Directorships Group Companies N.A.

Other Companies Swing Media Technology Group Ltd

Past Directorships Group Companies N.A. Other Companies N.A. Past Directorships Group Companies N.A. Other Companies N.A.

Past Directorships Group Companies N.A. Other Companies Bangkok Ranch PLC

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Name Mr Wong Meng Hoe Present Directorships Group Companies N.A. Other Companies MH Wong Marine Pte. Ltd. MH Wong Projects Pte. Ltd. MH Wong Marine Sdn Bhd P J Planning & Development Pte. Ltd. Plus SGP Pte. Ltd. Risk & Quality Management Asia Pte. Ltd. Singa-in Engineering Services Pte. Ltd. Mr Choo Boon Tiong Present Directorships Group Companies N.A. Other Companies A Little Learning: The School Pte. Ltd. Bibby Financial Services (Singapore) Pte. Ltd. Craft Print International Limited Cynosure Corporate Services Pte. Ltd. Chess Management Pte. Ltd. Karios Food Resources Pte. Ltd. Kyra Capital Pte. Ltd. Light10 Industries Pte. Ltd. Personnel Link JobHub Pte. Ltd. Tiro Consulting Services Pte. Ltd. EXECUTIVE OFFICERS Our day-to-day operations are entrusted to our team of experienced Executive Officers. The particulars of our Executive Officers are set out below:− Name Mr Pang Wei Kuan Age 30 Address 26 Third Avenue Singapore 266597 253 Arcadia Road #03-16 Hillcrest Arcadia Singapore 289849 172 Current Occupation Managing Director (Commercial and Business Development) Group Finance Director Past Directorships Group Companies N.A. Other Companies Food People Pte. Ltd. Palm Beach Seafood Restaurant Pte. Ltd. Palm Beach Seafood Restaurant International Pte. Ltd. Yee Cheong Yuen Noodle Restaurant Pte. Ltd.

Past Directorships Group Companies N.A. Other Companies CG Integrated Logistics Pte. Ltd.

Mr Loo Choo Leong

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DIRECTORS, MANAGEMENT AND STAFF
Information on the business and working experience, education and professional qualifications, if any, and areas of responsibilities of our Executive Officers are set out below:− Mr Pang Wei Kuan joined our Group in July 2011 and is currently our Group’s Managing Director of Commercial and Business Development. He leads our marketing and business development teams, which are actively working to extend our Group’s footprint worldwide. He spearheads our Group’s ventures into foreign markets such as Indonesia, Latin America, Africa and the Middle East. Mr Pang also drives our Group’s investment activities by developing and executing our strategy and business plans. Since joining our Group, he has focused on building up and strengthening its marketing and business development activities. Mr Pang started his career in 2009 when he joined Standard Chartered Bank, Singapore. During his tenure at Standard Chartered Bank, Singapore, he was responsible for managing client relationships and assisting in originating deals with the Asian Conglomerates portfolio. His responsibilities also included negotiating and executing financing transactions for listed and private companies. Mr Pang obtained a Bachelor of Arts, Major in Economics (summa cum laude) and a Bachelor of Science in Business Administration, Major in Finance (summa cum laude) from Boston University. Mr Loo Choo Leong joined our Group in July 2010 and is currently our Group Finance Director. He oversees our overall financial, accounting, taxation, corporate finance and treasury matters, ensuring compliance with our financial reporting requirements. He was previously our Group’s Chief Investment Officer from July 2010 to 2011, and has been instrumental in driving our investment activities. Mr Loo started his career in 1990 at the tax division of Arthur Andersen & Co. He then joined the Sime Darby group in 1992 as an accountant, after which he rose through the ranks to become the head of its regional finance office and the group head of its global services centre in November 2006 and June 2009 respectively. The roles that he held at Sime Darby encompassed a wide range of responsibilities at its diverse business segments, including its offshore engineering and construction, property development and investment, plantation and trading businesses. They included general management, financial and management accounting, corporate planning and finance, treasury, taxation and internal audit for various Sime Darby entities, as well as the implementation of information technology and related systems. Mr Loo has been a fellow of the Association of Chartered Certified Accountants since 1991 and took first place in the Malaysian ACCA examinations. He is also a non-practising member of the Institute of Singapore Chartered Accountants. Mr Loo obtained a Master of Business Administration (Distinction) from the University of Strathclyde, in the UK. There was no agreement or arrangement with our Substantial Shareholders, customers or suppliers pursuant to which we will appoint any of them or any person nominated by any of them as our Executive Officer.

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Save as disclosed below, none of our Executive Officers currently holds or has held any directorships in the past five years preceding the date of this Prospectus:− Name Mr Pang Wei Kuan Present Directorships Group Companies Envestra Investments Hudson PT Jawa Other companies Pacific Healthcare Holdings Ltd (Alternate Director) Radiance Investment Pte. Ltd. Mr Loo Choo Leong Present Directorships Group Companies CA Offshore Consolidated Pipe Carriers CPC Solutions Envestra Investments Hudson Offshore Subsea Services PT Logindo PT Marine Engineering PT Subsea Offshore Radiance Catico Other Companies N.A. Past Directorships Group Companies N.A.

Other companies N.A.

Past Directorships Group Companies PT Jawa

Other Companies Dunlopillo (Singapore) Pte. Ltd. (1) PB Packaging Systems Singapore Pte. Ltd. (1) Sime Darby Eastern Limited Sime Darby Eastern International Limited Sime Darby Eastern Investments Private Limited Sime Darby Industrial Singapore Ltd. Sime Darby Investments Pte. Ltd. Sime Darby Property Investments Pte. Ltd. (1) Sime Darby Nominees Private Limited (1) Sime Darby Singapore Limited

Note:– (1) These companies have been dissolved or struck off.

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Save as disclosed in the sections entitled “Management Reporting Structure” and “General Information on Our Group – Shareholders” of this Prospectus, none of our Directors and Executive Officers are related to one another or to our Substantial Shareholders. To the best of our knowledge and belief, there are no arrangements or undertakings with any customers, principals or others, pursuant to which any of our Directors and Executive Officers was appointed. REMUNERATION OF DIRECTORS AND EXECUTIVE OFFICERS The remuneration (including salary, bonus, contributions to mandatory provident fund scheme/employees provident fund, directors’ fees and benefits-in-kind) paid to our Directors and our Executive Officers (in terms of amount of compensation) in remuneration bands for FY2011 and FY2012, and the estimated remuneration payable to them on a pro forma basis and in remuneration bands for FY2013 are as follows:− Estimated for FY2013 (2)

FY2011 Directors Mr Pang Yoke Min Mr Mok Weng Vai Mr Pang Wei Meng Mr Lau Boon Hwee Mr Yong Yin Min Mr Ng Tiong Gee Ms Ooi Chee Kar Mr Goh Chong Theng Mr Wong Meng Hoe Mr Choo Boon Tiong Executive Officers Mr Pang Wei Kuan Mr Loo Choo Leong
Notes:– (1) Remuneration bands: “A” “B” “C” “D” “E” (2) refers refers refers refers refers to to to to to remuneration remuneration remuneration remuneration remuneration of up to S$250,000. from S$250,001 to S$500,000 per annum. from S$500,001 to S$750,000 per annum. from S$750,001 to S$1000,000 per annum. from S$1,000,001 to S$1,250,000 per annum.

FY2012 E (3) C B B – – – – – –

– B A B – – – – – –

B B B B – – – – – –

A B

B C

B B

The estimated amount for FY2013 does not take into account the performance bonus that our Executive Directors and our Executive Officers are entitled to receive under their respective Service Agreements, further details of which are set out in the section entitled “Service Agreements” in this Prospectus. Mr Pang Yoke Min was remunerated by our Company during FY2012 for his services under a consultancy agreement which ceased upon his appointment as our Executive Chairman. Further details of this consultancy agreement are set out in the section entitled “Interested Persons Transactions – Past Interested Person Transactions” of this Prospectus.

(3)

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In the event of any new employment of employees who are related to our Directors or Substantial Shareholders, the remuneration of such employees will be reviewed annually by our Remuneration Committee to ensure that their remuneration packages are in line with our staff remuneration guidelines and commensurate with their respective job scopes and level of responsibilities. Any bonuses, pay increases and/or promotions for these related employees will also be subject to the review and approval of our Remuneration Committee. In the event that a member of our Remuneration Committee is related to the employee under review, he will abstain from participating in the review. EMPLOYEES Our Company and our Subsidiaries do not experience any significant seasonal fluctuation in the number of employees. The employees of our Company and our Subsidiaries for the Period Under Review are based in Singapore, Indonesia and Brazil. The number of employees employed in Singapore, Indonesia and Brazil are set out below:– Number of Employees As at 31 December 2010 101 0 0 101 As at 31 December 2011 122 0 0 122 As at 31 December 2012 140 28 2 170 As at 30 June 2013 153 26 4 183

Country Singapore Indonesia Brazil Total

The personnel structure by job functions of our Company and our Subsidiaries as at the end of FY2010, FY2011, FY2012 and HY2013 is as follows:− Number of employees As at 31 December 2010 10 30 4 45 12 As at 31 December 2011 6 39 6 58 13 As at 31 December 2012 10 51 14 75 20 As at 30 June 2013 10 60 13 79 21

Function Management Corporate Services Marketing and Business Development Operations Projects and Yards Total number of full-time employees

101

122

170

183

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Our employees are not unionised. We hire a significant number of crew, who assist in maintaining the vessel and performing various other functions to ensure that all the vessels are operational. The length of the contracts entered into with these crew members range from 2 months to 1 year. Because of the short-term contract nature of such crew, they cannot be considered as full-time employees. In FY2012, the average number of such crew hired by our Company and Subsidiaries was 509, and 1,026 if the crew hired by our Associated Companies are included. RELATED EMPLOYEES As at the Latest Practicable Date, other than our Directors whose relationship with one another and their remuneration are disclosed in the section entitled “Directors, Management and Staff – Management” of this Prospectus, our Group’s ship repair manager, Mr James Ang, and our general manager for procurement, Mr Alphonsus Ang, are the brothers-in-law of Mr Pang Yoke Min, and the uncles of Mr Pang Wei Meng and Mr Pang Wei Kuan. In addition, one of our Group’s marketing support staff, Ms Atiqah Mok, is the niece of Mr Mok Weng Vai. For FY2010, FY2011, FY2012 and HY2013, these related employees mentioned above received an aggregate remuneration (including benefits-in-kind) for services rendered in all capacities of approximately S$287,826, S$337,402, S$416,213 and S$152,500 from our Group, respectively. The basis of determining their remuneration is the same as the basis of determining the remuneration of other unrelated employees. The remuneration of employees who are related to our Directors are subject to the review by our Remuneration Committee prior to being employed by our Group, and will be reviewed annually by our Remuneration Committee to ensure that their remuneration packages are in line with our staff remuneration guidelines and commensurate with their respective job scopes and level of responsibilities. In line with the Code of Corporate Governance 2012, our Company shall disclose in our annual report details of the remuneration of any employee who is an immediate family member (as defined in the Listing Manual) of our Directors, and whose remuneration exceeds S$50,000 during the relevant financial year. Any bonuses, pay increases and/or promotions for these related employees will also be subject to the review and approval of our Remuneration Committee. In addition, any employment of related employees and the proposed terms of their employment will also be subject to the review and approval of our Nominating Committee. In the event that a member of our Remuneration Committee or Nominating Committee is related to the employee under review, he will abstain from the review. SERVICE AGREEMENTS On 1 February 2013, our Company entered into a service agreement with each of our Executive Directors (the “ Relevant Executive ”). Each Service Agreement is valid for an initial period of three years with effect from 1 February 2013. Upon the expiry of the initial period of three years, the employment of each Relevant Executive shall be automatically renewed on a year-to-year basis on such terms and conditions as the parties may agree. Either party may terminate the Service Agreement by giving to the other party not less than three months’ notice in writing, or in lieu of notice, payment of an amount equivalent to three months’ salary. Our Group may also terminate the employment of each Relevant Executive without notice or payment in lieu of notice under, inter alia , the following circumstances:− (a) if due to health reasons, the Relevant Executive is unable to fully perform his duties hereunder for a continuous 6-month period; 177

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(b) if the Relevant Executive is guilty of serious misconduct or serious neglect in the discharge of his duties under the Service Agreement; in the event that the Relevant Executive commits any serious breach and/or repeated and/or continual breach of any of the Relevant Executive’s obligations contained in the Service Agreement; if the Relevant Executive’s actions or omissions bring the name or reputation of the Company or any member of our Group into disrepute or prejudices the business interests of the Company or other members of our Group; if the Relevant Executive shall become of unsound mind; or if the Relevant Executive is sued for criminal liability or convicted of any criminal offence under any applicable law.

(c)

(d)

(e) (f)

Pursuant to the terms of the Service Agreements, our Executive Chairman, Mr Pang Yoke Min, our Executive Director, Mr Mok Weng Vai, and our remaining Executive Directors, Mr Pang Wei Meng and Mr Lau Boon Hwee, will be entitled to receive the following annual salary:− Directors Mr Pang Yoke Min Mr Mok Weng Vai Mr Pang Wei Meng Mr Lau Boon Hwee Annual Basic Salary S$314,400 S$302,400 S$266,400 S$278,400

Any change to the remuneration of our Executive Directors will be subject to the review by our Remuneration Committee. In addition, each Director will receive a monthly transport allowance of S$3,000 and reimbursement for season car parking expenses at the official place of work, contributions to mandatory provident fund and annual performance bonus computed based on the belowstipulated percentage of our Group’s audited net profit after (a) taxation; (b) non-controlling interests; and before (c) provisions for bonus for each completed financial year for our Group as follows:– Directors Mr Pang Yoke Min Mr Mok Weng Vai Mr Pang Wei Meng Mr Lau Boon Hwee Annual Performance Bonus 2.0% 0.6% 0.48% 0.48%

In addition, all overseas travelling and travel-related expenses, entertainment expenses and other out-of-pocket expenses reasonably incurred by him in the process of discharging his duty on our behalf will be borne by our Company.

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Had the Service Agreements been in effect from 1 January 2012, the estimated aggregated remuneration for the Relevant Executives would have been approximately S$3.0 million instead of S$2.6 million, and profit after taxation for FY2012 would have been approximately US$31.5 million instead of approximately US$31.8 million. Furthermore, each Relevant Executive shall not during his employment, and during the period of 12 months after the ceasing of his employment, under his Service Agreement, amongst others: (a) directly or indirectly solicit, interfere with or endeavour to entice away from our Group, any person who to his knowledge is now or has been a client, customer, agent or employee of, or in the habit of dealing with, our Group; (b) directly or indirectly be engaged or concerned in any business which shall be in competition with the business carried on by our Group as at the time of cessation of his employment (as the case may be) (the “ Affected Business ”) in the ASEAN countries and/or in any other country in which the Group has operations during and upon cessation of his employment (the “ Territory ”); or (c) carry on for his own account either alone or in partnership or be concerned as a director or shareholder in any company engaging directly or indirectly in the Affected Business within the Territory. Each Relevant Executive is also bound under his Service Agreement not to disclose any confidential information concerning the business or affairs of our Group. Save as disclosed above, there are no other existing or proposed service agreements between our Company or our Subsidiaries and any of our Directors. There is no existing or proposed service contract entered or to be entered into by our Directors with our Company or any of our Subsidiaries which provide for benefits upon termination of employment.

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INTERESTED PERSON TRANSACTIONS AND POTENTIAL CONFLICTS OF INTEREST
INTERESTED PERSON TRANSACTIONS In general, transactions between our Group and any of its interested persons (namely, the Directors or Controlling Shareholders of our Company or their Associates) would constitute interested person transactions. Details of the material interested person transactions of our Group for the Period Under Review are set out below. The terms used in this section shall have the same meaning as those defined in the section entitled “Definitions” of this Prospectus. Save as disclosed below, none of our Directors or Controlling Shareholders or their Associates (as defined in the Listing Manual) was or is interested in any material transactions undertaken by us during the Period Under Review. In line with the rules set out in Chapter 9 of the Listing Manual, a transaction which value is less than S$100,000 is not considered material in the context of the Invitation and is not taken into account for the purposes of aggregation in this section. Interested person(s) Mr Pang Yoke Min : Our Executive Chairman

PAST INTERESTED PERSON TRANSACTIONS 1. Loans from our Executive Chairman Our Group entered into a loan agreement with our Executive Chairman, Mr Pang Yoke Min, dated 12 December 2011 in relation to shareholder’s loans of an aggregate of US$12,500,000 that were granted during FY2010 at an annual interest rate of 5.0%, and a further shareholder’s loan of S$6,000,000 that was granted in FY2011 at an annual interest rate of 4.5%. The loans provided by Mr Pang Yoke Min were for general working capital purposes. The amounts due to Mr Pang Yoke Min as at the end of each of FY2010, FY2011, FY2012 and HY2013 and as at the Latest Practicable Date were as follows:− As at the Latest Practicable Date (US$’000)

As at As at As at 31 December 31 December 31 December 2010 2011 2012 (US$’000) (US$’000) (US$’000) Amounts owed to Mr Pang Yoke Min

As at 30 June 2013 (US$’000)

12,500

12,500

12,500

During the Period Under Review, the largest outstanding amounts due to Mr Pang Yoke Min were approximately US$12,500,000 and S$6,000,000. The total interest incurred by our Group for these loans was US$1,714,542 and S$27,000 respectively. The S$6,000,000 and the US$12,500,000 loans were fully discharged and satisfied by our Group on 30 December 2011 and 28 June 2013, respectively. Our Directors are of the opinion that the loans provided by Mr Pang Yoke Min were not conducted on an arm’s length basis. Nonetheless, these loans were beneficial to our Group and were not prejudicial to the interests of our Group or our Company’s minority Shareholders. 180

INTERESTED PERSON TRANSACTIONS AND POTENTIAL CONFLICTS OF INTEREST
2. Consultancy Agreement Our Company also entered into a consultancy agreement with our Executive Chairman, Mr Pang Yoke Min, dated 1 January 2012, pursuant to which he was paid an aggregate amount of approximately S$1.1 million (comprising a base component of approximately S$0.2 million and a variable component of approximately S$0.9 million based on our Group’s performance for FY2012) for providing consultancy services to our Group for the term of his engagement. Pursuant to the terms of the consultancy agreement, Mr Pang Yoke Min acted as principal advisor to the executive committee members of our Company and provided the knowledge and expertise he acquired and developed from his extensive experience in the maritime industry. During the term of his consultancy, Mr Pang Yoke Min mainly advised on the strategic direction of our Group, which included the expansion of our Group’s operations overseas and the acquisition or building by our Group of specific types of vessels as part of our newbuild and fleet renewal programme. The consultancy agreement ceased when Mr Pang Yoke Min was appointed as our Executive Chairman in 2013. Our Directors are of the opinion that this consultancy agreement was not carried out on an arm’s length basis. Nonetheless, the consultancy agreement was beneficial to our Group and was not prejudicial to the interests of our Group or our Company’s minority Shareholders. 3. Personal Guarantees Our Executive Chairman, Mr Pang Yoke Min, provided various personal guarantees for credit facilities granted to the following entities within our Group:− Largest Amount Guaranteed during the Period Under Review US$130,498,509 S$5,000,000 S$5,000,000 Amount Guaranteed as at the Latest Practicable Date – – –

Entity At Risk Pacific Crest Strato Maritime Services Pacific Radiance Ltd.

The interest rates for these credit facilities ranged between 1.7% and 5.5% per annum. The abovementioned personal guarantees have been discharged. Our Directors are of the view that the provision of the above personal guarantees by Mr Pang Yoke Min was not on an arm’s length basis as no fee or compensation was paid by us to Mr Pang for providing the personal guarantees. Nonetheless, the provision of these personal guarantees by Mr Pang Yoke Min was beneficial to our Group and was not prejudicial to the interests of our Group or our Company’s minority Shareholders.

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INTERESTED PERSON TRANSACTIONS AND POTENTIAL CONFLICTS OF INTEREST
PRESENT AND ONGOING INTERESTED PERSON TRANSACTIONS Personal Guarantees As at the Latest Practicable Date, our Executive Chairman, Mr Pang Yoke Min, is providing personal guarantees for credit facilities granted to the following entities within our Group:− Largest Amount Guaranteed during the Period Under Review US$18,910,710 US$17,870,181 US$267,304,788 US$15,000,000 US$52,136,490 US$11,900,000

Entity At Risk CSI Offshore Consolidated Pipe Carriers/CPC Solutions Pacific Crest Pacific Radiance Ltd. PT Logindo PT Jawa

Amount Guaranteed as at the Latest Practicable Date US$15,082,310 US$127,499 US$276,047,277 US$15,000,000 US$52,276,706 US$9,405,000

The interest rates for these credit facilities ranged between 1.7% and 10.0% per annum. For additional information on the facilities secured by the above guarantees and undertaking, please refer to the section entitled “Capitalisation and Indebtedness” of this Prospectus. As no fees were paid to Mr Pang Yoke Min for the provision of the guarantees, our Directors are of the view that such transactions are beneficial to our Group and are not carried out on an arm’s length basis. Following the Invitation, we intend to request the discharge of the abovementioned guarantees provided by Mr Pang Yoke Min. In the event that any financial institution does not agree to the discharge and we are unable to secure alternative credit facilities on similar terms, Mr Pang Yoke Min has undertaken to continue to provide the relevant guarantees until such time when we are able to secure from other financial institutions suitable alternative facilities on terms no less favourable. REVIEW PROCEDURES FOR INTERESTED PERSON TRANSACTIONS To ensure that future transactions with interested persons are undertaken on normal commercial terms and are consistent with our Group’s usual business practices and policies, which are generally no more favourable than those extended to unrelated third parties, the following procedures will be implemented by our Group. In relation to any purchase of products or procurement of services by us from interested persons, submissions from at least two unrelated third parties in respect of the same or substantially the same type of product or service will be used as comparison wherever possible. The Audit Committee will review the comparable factors, taking into account, inter alia , the suitability, quality, timeliness in delivery and cost of the product or service, and the experience and expertise of the supplier. Transactions with such interested persons shall not be on terms less favourable to our Group than those with unrelated third parties. 182

INTERESTED PERSON TRANSACTIONS AND POTENTIAL CONFLICTS OF INTEREST
In relation to any sale of products or provision of services by us to interested persons, the price and terms of two 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. Transactions with such interested persons shall not be on terms less favourable to our Group than those with unrelated third parties. Any contracts to be made by us 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 not less favourable to our Group than those with unrelated third parties. For the purposes above, where applicable, contracts for the same or substantially similar type of transactions entered into between us and unrelated third parties will be used as a basis for comparison to determine whether the price and terms offered to or received from the interested person are no more favourable than those extended to unrelated parties. In the event that it is not possible for appropriate information for comparative purposes to be obtained, the matter will be referred to our Audit Committee and our Audit Committee will determine whether the relevant price and terms are fair and reasonable and consistent with our Group’s usual business practices. We shall monitor all interested person transactions entered into by us categorising the transactions as follows:− (i) a “Category one” interested person transaction (either individually or as part of a series or if aggregated with other transactions involving the same interested person during the same financial year) is one where the value or aggregate value thereof, as the case may be, is equal to or more than 3.0% of the latest audited NTA of our Group; and a “Category two” interested person transaction (either individually or as part of a series or if aggregated with other transactions involving the same interested person during the same financial year) is one where the value or aggregate value thereof, as the case may be, is below 3.0% of the latest audited NTA of our Group.

(ii)

All “Category one” interested person transactions must be approved by our Audit Committee prior to entry. All “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. All “Category two” interested person transactions will require approval by a Director who is not an interested person in respect of the particular transaction. Before any agreement or arrangement with an interested person that is not in the ordinary course of business of our Group is transacted, prior approval must be obtained from our Audit Committee. In the event that a member of our Audit Committee is interested in any interested person transaction, he will abstain from reviewing and approving that particular transaction. All interested person transactions shall be subject to review by our Audit Committee on a quarterly basis. We will prepare relevant information to assist our Audit Committee in its review. Our Audit Committee will include the review of interested person transactions as part of its procedures while examining the adequacy of our internal controls. Our Board will also ensure that all disclosures, approvals and other requirements on interested person transactions, including those required by

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INTERESTED PERSON TRANSACTIONS AND POTENTIAL CONFLICTS OF INTEREST
prevailing laws, rules and regulations, the Listing Manual and accounting standards are complied with. In addition, we will make immediate announcements and/or seek Shareholders’ approval for such transactions if required by the Listing Manual. POTENTIAL CONFLICTS OF INTEREST Interests of our Directors, our Controlling Shareholder or its Associates Our Executive Chairman, Mr Pang Yoke Min, is a substantial shareholder of Swiber Holdings Limited (“ Swiber ”). As at the Latest Practicable Date, he holds 55,563,000 shares or approximately 9.13% of Swiber’s listed shares. Swiber is one of our Group’s customers as it charters offshore vessels and acquired offshore vessels from the Group. Swiber’s core business is that of engineering, procurement, construction and installation (EPIC), which is a sector our Group is not involved in, although to a smaller extent, Swiber also provides offshore support services and subsea services. Accordingly, Swiber is not viewed as a direct competitor of our Group. Our Audit Committee believes that there is no conflict of interest between our Group and Mr Pang Yoke Min’s interest in Swiber for the following reasons:− (a) his shareholding in Swiber is purely for investment purposes. He is not employed or engaged by Swiber in any capacity whatsoever and is not involved in the management or operations of this company; he has a duty to disclose his interests in respect of any contract, proposal, transaction or any other matter whatsoever in which he has any personal material interest, directly or indirectly, or any actual or potential conflicts of interest (including conflicts of interest that arise from his directorship(s) or executive position(s) or personal investments in any other corporation(s)) that may involve him. Upon such disclosure, he shall not participate in any proceedings of our Board of Directors, and shall in any event abstain from voting in respect of any such contract, arrangement, proposal, transaction or matter in which the conflict of interest arises, unless and until our Audit Committee has determined that no such conflict of interest exists; and he owes fiduciary duties to us, including the duty to act in good faith and in our best interests and the duty not to be in a position of conflict of duty and interest. He is also subject to a duty of confidentiality that precludes a Director from disclosing to any third party (including Swiber) information that is confidential.

(b)

(c)

Further, Mr Pang Yoke Min will provide our Audit Committee with updates on his shareholding interests in Swiber at the quarterly Audit Committee meetings. He will also be required to disclose any changes of 1.0% or more to his shareholding in Swiber to the management of our Company within 2 business days of such change and the management will inform the Board accordingly thereafter. Our Audit Committee will also review any potential conflict of interest arising from Mr Pang Yoke Min’s stake in Swiber as and when the need arises.

184

INTERESTED PERSON TRANSACTIONS AND POTENTIAL CONFLICTS OF INTEREST
Save as set out above and in the section entitled “Interested Person Transactions” of this Prospectus:− (a) none of our Directors nor our Controlling Shareholder or any of their Associates has any interest, direct or indirect, in any material transactions to which our Company or any of our Subsidiaries was or is a party; none of our Directors nor our Controlling Shareholder or any of their Associates has any interest, direct or indirect, in any entity carrying on the same business or dealing in similar products which competes materially and directly with the existing business of our Group, save for their interests in quoted or listed securities which do not exceed 5.0% of the total amount of issued securities in that class; and none of our Directors nor our Controlling Shareholder or any of their Associates has any interest, direct or indirect, in any enterprise or company that is our customer or supplier of goods or services, save for their interests in quoted or listed securities which do not exceed 5.0% of the total amount of issued securities in that class.

(b)

(c)

Undertakings by our Executive Directors and Controlling Shareholder Each of our Executive Directors, Mr Pang Yoke Min, Mr Mok Weng Vai, Mr Pang Wei Meng and Mr Lau Boon Hwee, has executed a non-compete undertaking dated 28 October 2013 in favour of our Company which provides that he shall not, and shall procure that each of his Associates shall not, for as long as he is in the employment of our Company and for a period of 12 months from the date of cessation of his employment:− (a) directly or indirectly carry on or be engaged or interested in any capacity in any other business, trade or occupation whatsoever, except in a business, trade or occupation which does not compete with any business carried on or proposed to be carried on by our Group or except as disclosed or declared in writing to our Company and the relevant Group Company prior to the date hereof; either solely or jointly with or on behalf of any person, firm or corporation directly or indirectly carry on or be engaged or interested in any business competing with any business carried on or proposed to be carried on by our Group or any Group Company; be directly or indirectly engaged or concerned in the conduct of any business competing directly with our Group; assist any person, firm or company with technical advice in relation to any business competing with the business carried on or proposed to be carried on by our Group or any Group Company; or cause or permit any person or company directly or indirectly under his/its control or in which he/it has any beneficial interests to do any of the foregoing acts or things,

(b)

(c)

(d)

(e)

provided always that the covenants above shall not restrict him/it or his/its Associate(s) from having interests (directly or indirectly) in quoted or listed securities which do not in aggregate exceed 5.0% of the total amount of issued securities in that class. The covenants above will take effect from the date of the listing of our Company.

185

INTERESTED PERSON TRANSACTIONS AND POTENTIAL CONFLICTS OF INTEREST
In addition, our Controlling Shareholder, YM InvestCo Pte. Ltd., and Mr Pang Yoke Min, who controls YM InvestCo Pte. Ltd., have executed non-compete undertakings dated 28 October 2013 in favour of our Company which provide that they shall not, and shall procure that each of their Associates shall not, for as long as YM InvestCo Pte. Ltd. is a shareholder of our Company:– (a) directly or indirectly carry on or be engaged or interested in any capacity in any other business, trade or occupation whatsoever, except in a business, trade or occupation which does not compete with any business carried on or proposed to be carried on by our Group or except as disclosed or declared in writing to our Company and the relevant Group Company prior to the date hereof; either solely or jointly with or on behalf of any person, firm or corporation directly or indirectly carry on or be engaged or interested in any business competing with any business carried on or proposed to be carried on by our Group or any Group Company; be directly or indirectly engaged or concerned in the conduct of any business competing directly with our Group; assist any person, firm or company with technical advice in relation to any business competing with the business carried on or proposed to be carried on by our Group or any Group Company; or cause or permit any person or company directly or indirectly under his/its control or in which he/it has any beneficial interests to do any of the foregoing acts or things,

(b)

(c)

(d)

(e)

provided always that the covenants above shall not restrict them or their Associate(s) from having interests (directly or indirectly) in quoted or listed securities which do not in aggregate exceed 5.0% of the total amount of issued securities in that class. The covenants above will take effect from the date of the listing of our Company. Interests of Experts No expert named in this Prospectus is interested, directly or indirectly, in the promotion of, or in any property or assets which have within the two years preceding the date of this Prospectus, been acquired or disposed of by or leased to our Group or are proposed to be acquired or disposed of by or leased to our Group. No expert named in this Prospectus is employed on a contingent basis by our Group, 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 Group, including an interest in the success of the Invitation.

186

INTERESTED PERSON TRANSACTIONS AND POTENTIAL CONFLICTS OF INTEREST
Interests of the Joint Issue Managers, the Joint Global Co-ordinators, the Joint Bookrunners and the Joint Underwriters Save as disclosed in this Prospectus, in the reasonable opinion of our Directors, our Company does not have any material relationship with the Joint Issue Managers, the Joint Global Co-ordinators, the Joint Bookrunners and the Joint Underwriters except for the following:− (a) UOB and UOBKH are the Joint Issue Managers and the Joint Global Co-ordinators. As at the Latest Practicable Date, the UOB group has an effective equity interest of 40% in UOBKH; UOB, UOBKH, DBS and OCBC are the Joint Bookrunners and the Joint Underwriters in relation to the Invitation; UOB, DBS and OCBC are our Company’s Principal Bankers; UOB is the Receiving Banker and the Stabilising Manager; UOB is entitled to be allotted and issued the UOB Shares pursuant to the provisions of the UOB Loan Agreements; UOB granted pre-listing financing to our Subsidiary, Pacific Crest, pursuant to the UOB Loan Agreements dated 6 February 2013. It is expected that our Group will repay all outstanding amounts to UOB under the UOB Loan Agreements with the proceeds from the Invitation. Please refer to the section entitled “Use of Proceeds and Listing Expenses” of this Prospectus for more information; and UOB, UOBKH, DBS and OCBC and their respective Subsidiaries, Associated Companies and/or affiliates may, in the ordinary course of business, extend credit facilities or engage in commercial banking, investment banking, private banking, securities trading, asset and funds management, research, insurance and/or advisory services with any member of our Group, their respective affiliates and/or our Shareholders, and may receive a fee in respect thereof. On 18 September 2013, ASEAN China Investment Fund II L.P. (“ ACIF II ”) and an unrelated independent third party private equity fund entered into a facility agreement to provide pre-IPO financing comprising a US$16.0 million unsecured convertible loan to our Associated Company, PT Logindo (the “ Logindo Loan ”), in the proportion of approximately 31% and 69% respectively. ACIF II is a private equity fund of which (i) UOB is one of the lead sponsors; (ii) UOB Capital Partners LLC (“ UOBCP ”) is the general partner; and (iii) UOB Venture Management Limited (“ UOBVM ”) is the investment adviser. UOBCP and UOBVM are subsidiaries of UOB. The lenders have the option to convert the principal amount of the Logindo Loan into shares of PT Logindo in conjunction with the Logindo IPO. The interest on the Logindo Loan is not convertible into the shares of PT Logindo. Please refer to the section entitled “Business Strategies and Future Plans – Listing of PT Logindo” of this Prospectus for more information on the Logindo IPO. Please refer to the section entitled “General and Statutory Information – Management Agreement and Underwriting and Placement Agreement” of this Prospectus for details on our management, underwriting and placement arrangements.

(b)

(c) (d) (e)

(f)

(g)

187

CORPORATE GOVERNANCE
Corporate governance refers to the processes and structure by which the business and affairs of a company are directed and managed in order to enhance long-term shareholder value through enhancing corporate performance and accountability. Good corporate governance therefore embodies both enterprise and accountability. The Directors recognise the importance of corporate governance and the offering of high standards of accountability to the Shareholders. Our Group will act in accordance with the Code of Corporate Governance 2012. Our Board of Directors has formed three committees: (i) the Nominating Committee; (ii) the Remuneration Committee; and (iii) the Audit Committee. NOMINATING COMMITTEE Our Nominating Committee comprises Mr Ng Tiong Gee, Mr Wong Meng Hoe and Mr Pang Wei Meng. The chairman of the Nominating Committee is Mr Ng Tiong Gee. Our Nominating Committee will be responsible for:− (a) nomination and re-nomination of the directors of our Company having regard to their contribution, performance and ability to commit sufficient time and attention to the affairs of our Group, taking into account their respective commitments outside our Group; determining annually whether or not a director is independent; deciding whether or not a director is able to and has been adequately carrying out his duties as a director; review of board succession plans for directors, in particular, the Executive Chairman; development of a process for evaluation of the performance of the Board, its committees and directors; review of training and professional developments programs for the Board; review and approval of new employment of persons related to the Directors and Controlling Shareholders and the proposed terms of their employment; and appointment and re-appointment of directors.

(b) (c)

(d) (e)

(f) (g)

(h)

The Nominating Committee will decide how the Board’s performance is to be evaluated and propose objective performance criteria, subject to the approval of the Board, which addresses how the Board has enhanced long-term shareholder value. The performance evaluation will also include consideration of our Share price performance over a five-year period vis-a-vis the Singapore Straits Times Index and a benchmark index of its industry peers. The Board will also implement a process to be carried out by the Nominating Committee for assessing the effectiveness of the Board as a whole and for assessing the contribution of each individual Director to the effectiveness of the Board. Each member of the Nominating Committee shall abstain from voting on any resolution in respect of the assessment of his performance or re-nomination as Director or that of employees related to him.

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CORPORATE GOVERNANCE
Nominating Committee’s view of our Independent Directors The Nominating Committee having taken into consideration the following:− (a) the number of SGX-ST listed company board representations by Mr Ng Tiong Gee, Mr Goh Chong Theng and Mr Choo Boon Tiong; the principal commitments of the Independent Directors; the confirmations by the Independent Directors stating that they are each able to devote sufficient time and attention to the matters of the Company; the Independent Directors’ working experience and expertise in different areas of specialisation; and the composition of the Board,

(b) (c)

(d)

(e)

is of the view that each of our Independent Directors is individually and collectively able to devote sufficient time to the discharge of their duties and are suitable and possess relevant experience as Independent Directors of our Company. In addition, the Nominating Committee has considered the past relationships, if any, between the Independent Directors with our Company and the Nominating Committee is of the view that the Independent Directors are independent. REMUNERATION COMMITTEE Our Remuneration Committee comprises Mr Choo Boon Tiong, Mr Ng Tiong Gee and Mr Yong Yin Min. The chairman of the Remuneration Committee is Mr Choo Boon Tiong. Our Remuneration Committee will recommend to our Board a framework of remuneration for our Directors and Executive Officers, and determine specific remuneration packages for each Executive Director. The recommendations of our Remuneration Committee should be submitted for endorsement by the Board. All aspects of remuneration, including but not limited to Directors’ fees, salaries, allowances, bonuses, options and benefits-in-kind shall be covered by our Remuneration Committee. In addition, our Remuneration Committee will perform an annual review of the remuneration of employees related to our Directors to ensure that their remuneration packages are in line with our staff remuneration guidelines and commensurate with their respective job scope and level of responsibility. They will also review and approve any bonuses, pay increases and/or promotions for these employees. Each member of the Remuneration Committee shall abstain from voting on any resolutions in respect of his remuneration package or that of employees related to him.

189

CORPORATE GOVERNANCE
AUDIT COMMITTEE Our Audit Committee comprises our Mr Goh Chong Theng, Ms Ooi Chee Kar and Mr Yong Yin Min. The chairman of the Audit Committee is Mr Goh Chong Theng. 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, our internal auditors and our external auditors on matters relating to audit. Our Audit Committee shall meet periodically to perform the following functions:− (a) review with the external auditors the audit plan, their audit report, their management letter and our management’s response; review of our review report, with the internal auditors the internal audit plan and their evaluation of the adequacy internal controls and accounting system before submission of the results of such to our Board for approval prior to the incorporation of such results in our annual if applicable;

(b)

(c)

monitor and review the implementation of the external auditors’ and internal auditors’ recommendations concurred with management in relation to the adequacy of our internal controls and accounting system addressing financial, operational and compliance risks; review the financial statements before submission to our Board for approval, focusing in particular, on changes in accounting policies and practices, major risk areas, significant adjustments resulting from the audit, the going concern statement, compliance with accounting standards as well as compliance with any stock exchange and statutory/regulatory requirements; review the internal controls and procedures and ensure co-ordination between the external auditors and our management, reviewing the assistance given by our management to the auditors, and discuss problems and concerns, if any, arising from the interim and final audits, and any matters with the auditors; review and discuss with the external auditors any suspected fraud or irregularity, or suspected infringement of any relevant laws, rules or regulations, which has or is likely to have a material impact on our Group’s operating results or financial position, and our management’s response; consider the appointment or re-appointment of the external auditors and matters relating to resignation or dismissal of the auditors; review transactions falling within the scope of Chapter 9 and Chapter 10 of the Listing Manual. In particular, with respect to interested person transactions under Chapter 9 of the Listing Manual, our Audit Committee will review all such transactions on a quarterly basis as part of its procedures while examining the adequacy of our internal controls. These interested person transactions would include any subscription of shares by any Director or our Controlling Shareholder(s) in our Subsidiaries and Associated Companies and acquisition or disposal of assets from and to our Subsidiaries and Associated Companies; 190

(d)

(e)

(f)

(g)

(h)

CORPORATE GOVERNANCE
(i) undertake such other reviews and projects as may be requested by our Board and report to our Board its findings from time to time on matters arising and requiring the attention of our Audit Committee; monitor our use of proceeds from the Invitation; review and approve foreign exchange hedging policies implemented by our Group and conduct periodic review of foreign exchange transactions and hedging policies and procedures; review any potential conflict of interest as and when the need arises and resolve such conflict of interest; and

(j) (k)

(l)

(m) generally to undertake 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. Our Audit Committee will meet, at a minimum, on a quarterly basis. Apart from the duties listed above, our Audit Committee shall commission and review the findings of internal investigations into matters where there is any suspected fraud or irregularity, or failure of internal controls or infringement of any Singapore law, rule or regulation which has or is likely to have a material impact on our Company’s operating results and/or financial 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 that particular transaction or voting on that particular transaction. Our Group recognises the need for a robust and effective system of internal controls. Our Board of Directors, after making all reasonable enquires and 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 the financial, operational and compliance risks. Audit Committee’s view of our Group Finance Director Our Audit Committee, having (a) conducted interviews with our Group Finance Director, Mr Loo Choo Leong; (b) considered his qualifications and past working experience as set out in the section entitled “Directors, Management and Staff – Executive Officers” of this Prospectus; (c) observed Mr Loo Choo Leong’s abilities, familiarity and diligence in relation to the financial matters and information of our Group; (d) noted the absence of negative feedback on Mr Loo Choo Leong from Ernst & Young LLP, our Group’s Auditors of the Company and Reporting Auditors; and (e) made all reasonable enquiries, to the best of their knowledge and belief, is of the view that Mr Loo Choo Leong has the competence, character and integrity expected of our Group Finance Director.

191

CORPORATE GOVERNANCE
BOARD PRACTICES Term of office Each of our Directors has served in office in our Company since the following dates:− Name Mr Pang Yoke Min Mr Mok Weng Vai Mr Pang Wei Meng Mr Lau Boon Hwee Mr Yong Yin Min Mr Ng Tiong Gee Ms Ooi Chee Kar Mr Goh Chong Theng Mr Wong Meng Hoe Mr Choo Boon Tiong Date 15 November 2006 6 July 2006 15 November 2006 28 October 2013 15 November 2006 28 October 2013 28 October 2013 28 October 2013 28 October 2013 28 October 2013

Our Directors are appointed by our Shareholders at a general meeting, and an election of Directors takes place annually. One-third (or the number nearest one-third) of our Directors are required to retire from office at each annual general meeting. Further, all our Directors are required to retire from office at least once in every three years. However, a retiring Director is eligible for re-election at the meeting at which he retires. Please refer to Appendix D – “Summary of the Memorandum and Articles of Association of our Company” of this Prospectus for more information on the appointment and retirement of Directors.

192

PACIFIC RADIANCE PERFORMANCE SHARE PLAN
In conjunction with our Invitation, we have adopted a performance share plan known as the “Pacific Radiance Performance Share Plan” which was approved at an extraordinary general meeting of our Shareholders held on 28 October 2013. A summary of the rules of the Performance Share Plan is set out in section 3 below. Capitalised terms as used throughout this section, unless otherwise defined, shall bear the meanings as defined in the section entitled “Rules of the Pacific Radiance Performance Share Plan” as set out in Appendix I to this Prospectus. 1. Objectives of the Performance Share Plan The objectives of the Performance Share Plan are to:− (a) cultivate a framework of ownership within our Group which coordinates the interests of Group Executives with the interests of Shareholders; motivate Participants to achieve key financial and operational goals of our Company and/or their respective business units and encourage greater commitment and loyalty to our Group; make total employee remuneration sufficiently competitive to recruit new Participants with relevant skills; and recognise the efforts of and retain existing Participants whose contributions are important to the long-term development and profitability of our Group.

(b)

(c)

(d)

2.

The Performance Share Plan Awards granted under the Performance Share Plan will be principally (i) performance-based and (ii) loyalty-based. The performance targets to be set are intended to be broad-based and shall take into account both the medium-term corporate objectives of our Group and the individual performance of the Participant. The medium-term corporate objectives include market competitiveness, quality of returns, business growth and productivity growth. The performance targets set are based on medium-term corporate objectives, which include revenue growth, growth in earnings and return on investment. Additionally, the Participant’s length of service with our Group, achievement of past performance targets, extent of value-adding to our Group’s performance and development and overall enhancement to Shareholder value, inter alia , will be taken into account. In addition, the Performance Share Plan may also have an extended vesting period, that is, the Awards will also incorporate a time-based service condition, to encourage Participants to continue serving our Group beyond the achievement date of the pre-determined performance targets. Our Company believes that the Performance Share Plan will be an effective mechanism to motivate senior executives and key senior management to work towards stretched targets, thereby incentivising senior executives and key senior management to enhance economic value for Shareholders. The Performance Share Plan contemplates the award of fully-paid Shares, when and after predetermined performance or service conditions are accomplished.

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PACIFIC RADIANCE PERFORMANCE SHARE PLAN
A Participant’s Award under the Performance Share Plan will be determined at the sole discretion of the Committee. In considering the grant of an Award to a Participant, the Committee may take into account, inter alia , the Participant’s capability, innovativeness, creativity, scope of responsibility and skill set. The Committee may also set specific criteria and Performance Conditions for each different department, taking into account factors such as (i) our Group’s business goals and directions for each financial year; (ii) the Participant’s actual job scope and duties; and (iii) prevailing economic conditions. Under the Performance Share Plan, Participants are encouraged to continue serving our Group beyond the date of the achievement of the pre-determined performance targets. The Committee has the discretion to impose a further vesting period after the performance period to incentivise the Participants to continue serving our Group for a further period of time. 3. Summary of Rules of the Performance Share Plan

3.1 Eligibility Directors (including Non-Executive Directors and Independent Directors) and Full-time Group Executives who have attained the age of 21 years as of the Award Date and hold such rank as may be designated by the Committee from time to time are eligible to participate in the Performance Share Plan. The Participant must also not be an undischarged bankrupt and must not have entered into a composition with his creditors. Persons who are Controlling Shareholders or Associates of a Controlling Shareholder who meet the criteria above are also eligible to participate in the Performance Share Plan, provided that the participation of and the terms of each grant and the actual number of Awards granted under the Performance Share Plan to a Participant who is a Controlling Shareholder or an Associate of a Controlling Shareholder shall be approved by the independent Shareholders in general meeting in separate resolutions for each such person, and in respect of each such person, in separate resolutions for each of (i) his participation and (ii) the terms of each grant and the actual number of Awards to be granted to him, provided always that it shall not be necessary to obtain the approval of the independent Shareholders of our Company for the participation in the Performance Share Plan of a Controlling Shareholder or an Associate of a Controlling Shareholder who is, at the relevant time already a Participant. There shall be no restriction on the eligibility of any Participant to participate in any other share incentive schemes or share plans implemented or to be implemented by our Company or any other Company within our Group. 3.2 Awards Awards represent the right of a Participant to receive fully-paid Shares free-of-charge, provided that certain prescribed performance targets (if any) are met and upon expiry of the prescribed performance period. Shares which are issued and allotted or transferred to a Participant pursuant to the grant of an Award are personal to the Participant to whom the Award is granted, and shall not be transferred, charged, assigned, pledged or otherwise disposed of, in whole or in part, during a specified period (as prescribed by the Committee in the Award letter), except to the extent approved by the Committee. The Committee may, in its absolute discretion, make a Release of an Award, wholly or partly, in the form of cash rather than Shares. 194

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3.3 Participants The selection of a Participant and the number of Shares (which are the subject of each Award) to be granted to a Participant in accordance with the Performance Share Plan shall be determined at the absolute discretion of the Committee, which shall take into account criteria such as, inter alia , the rank, scope of responsibilities, performance, years of service, potential for future development, and contribution to the success and development of our Group and, if applicable, the extent of effort and resourcefulness required to achieve the performance target(s) within the performance period. 3.4 Details of Awards The Committee shall decide, in relation to an Award:− (a) (b) (c) (d) (e) (f) (g) the Participant; the Award Date; the Performance Period; the number of Shares which are the subject of the Award; the Performance Condition(s); the Release Schedule; and any other condition(s) which the Committee may determine in relation to that Award.

3.5 Timing Awards may be granted at any time in the course of a financial year. An Award Letter confirming the Award and specifying, inter alia , the Award Date, the Performance Condition(s), the number of Shares which are the subject of the Award, the Performance Period and the Release Schedule setting out the extent to which Shares will be released on satisfaction of the prescribed performance target(s), will be sent to each Participant as soon as is reasonably practicable after the granting of an Award. The Committee will take into account various factors when determining the method to arrive at the exact number of Shares comprised in an Award, Such factors include, but are not limited to, the current price of the Shares, the total issued share capital of our Company and the pre-determined dollar amount which the Committee decides that a Participant deserves for meeting his performance targets. For example, Shares may be awarded based on predetermined dollar amounts such that the quantum of Shares comprised in Awards is dependent on the closing price of Shares transacted on the Market Day the Award is vested. Alternatively, the Committee may decide absolute numbers of Shares to be awarded to Participants irrespective of the price of the Shares. The Committee shall monitor the grant of Awards carefully to ensure that the size of the Performance Share Plan will comply with the relevant rules of the Listing Manual.

195

PACIFIC RADIANCE PERFORMANCE SHARE PLAN
3.6 Events Prior to Vesting Special provisions for the vesting, lapsing and/or cancellation of Awards apply in certain circumstances including the following:− (a) (b) misconduct on the part of a Participant as determined by the Committee in its discretion; where the Participant is a Director or Group Executive, upon the Participant ceasing to be in the employment of our Group for any reason whatsoever (other than as specified in paragraph (e) below); an order being made or a resolution passed for the winding-up of our Company on the basis, or by reason, of its insolvency; the bankruptcy of a Participant or the happening of any other event which results in him being deprived of the legal or beneficial ownership of the Award; the Participant, being a Director or Group Executive, ceases to be in the employment of our Group by reason of:− (i) ill health, injury or disability (in each case, evidenced to the satisfaction of the Committee); redundancy;

(c)

(d)

(e)

(ii)

(iii) retirement at or after the legal retirement age; (iv) retirement before the legal retirement age with the consent of the Committee; (v) the company by which he is employed or to which he is seconded, as the case may be, ceasing to be a company within our Group or the undertaking or part of the undertaking of such company being transferred otherwise than to another company within our Group;

(vi) his transfer of employment between companies within our Group; (vii) his transfer to any government ministry, governmental or statutory body or corporation at the direction of any company within our Group; or (viii) any other event approved by the Committee; (f) (g) (h) the death of a Participant; any other event approved by the Committee; or a take-over, reconstruction or amalgamation of our Company or an order being made or a resolution passed for the winding-up of our Company (other than as provided in paragraph (c) above or for reconstruction or amalgamation).

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Upon the occurrence of any of the events specified in paragraphs (a), (b) and (c), an Award then held by a Participant shall, subject as provided in the rules of the Performance Share Plan and to the extent not yet Released, immediately lapse without any claim whatsoever against our Company. Upon the occurrence of any of the events specified in paragraphs (d), (e), (f) and (g) above, the Committee may, in its absolute discretion, preserve all or any part of any Award and decide either to Vest some or all of the Shares which are the subject of the Award or to preserve all or part of any Award until the end of the relevant Performance Period. In exercising its discretion, the Committee will have regard to all circumstances on a case-by-case basis, including (but not limited to) the contributions made by that Participant and, in the case of performance-related Awards, the extent to which the applicable Performance Condition(s) have been satisfied. Upon the occurrence of the event specified in paragraph (h) above, the Committee will consider, at its discretion, whether or not to Release any Award, and will take into account all circumstances on a case-by-case basis, including (but not limited to) the contributions made by that Participant. If the Committee decides to Release any Award, then in determining the number of Shares to be vested in respect of such Award, the Committee will have regard to the proportion of the Performance Period which has lapsed and the extent to which the applicable Performance Condition(s) have been satisfied. 3.7 Size and Duration of the Performance Share Plan The aggregate number of Shares which may be issued or transferred pursuant to Awards granted under the Performance Share Plan, when added to (i) the number of Shares issued and issuable and/or transferred or transferable in respect of all Awards granted thereunder; and (ii) all Shares issued and issuable and/or transferred or transferable in respect of all options granted or awards granted under any other share incentive schemes or share plans adopted by the Company for the time being in force, shall not exceed 15.0% of the issued share capital (excluding treasury shares) of our Company on the day preceding the relevant date of the Award. The Performance Share Plan shall continue in force at the discretion of the Committee, subject to a maximum period of ten (10) years commencing on the date on which the Performance Share Plan is adopted by our Company in general meeting, provided always that the Performance Share Plan may continue beyond the abovementioned stipulated period with the approval of Shareholders in general meeting and of any relevant authorities which may then be required. Notwithstanding the expiry or termination of the Performance Share Plan, any Awards made to Participants prior to such expiry or termination will continue to remain valid. We have made an application to the SGX-ST for permission to deal in and for quotation of new Shares which may be issued upon the grant of Awards under the Performance Share Plan. The approval of the SGX-ST is not to be taken as an indication of the merits of our Group, our Shares or the Shares which are the subject of the Awards.

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3.8 Operation of the Performance Share Plan Subject to the prevailing legislation, Vesting of their Awards by way of an issuance and allotment and/or by purchasing existing Shares from the our Company may deliver Shares to Participants upon issue of new Shares deemed to be fully paid upon their way of the transfer of treasury shares (by way of market for delivery to Participants pursuant to the Act).

In determining whether to issue new Shares to Participants or to purchase existing Shares upon vesting of their Awards, our Company will take into account factors such as (but not limited to) the number of Shares to be delivered, the prevailing market price of the Shares and the cost to our Company of either issuing new Shares or purchasing existing Shares. Additionally, our Company has the flexibility, and if circumstances require, to approve the Release of an Award, wholly or partly, in the form of cash rather than Shares. In determining whether to Release an Award, wholly or partly, in the form of cash rather than Shares, our Company will take into account factors such as (but not limited to) the cost to the Company of Releasing an Award, wholly or partly, in the form of cash rather than Shares. The financial effects of the above methods are discussed in paragraph 7 below. New Shares issued and allotted, and existing shares procured by the Company for transfer, on the Release of an Award shall be eligible for all entitlements, including dividends or other distributions declared or recommended in respect of the then existing Shares, the record date for which is on or after the relevant date of issue or, as the case may be, delivery, and shall in all other respects rank pari passu with other existing Shares then in issue. The Committee shall have the discretion to determine whether the Performance Condition has been satisfied (whether fully or partially) or exceeded; and in making any such determination, the Committee shall have the right to make reference to the audited results of our Company or our Group to take into account such factors as the Committee may determine to be relevant, such as changes in accounting methods, taxes and extraordinary events, and further, the right to amend the performance target(s) if the Committee decides that a changed performance target would be a fairer measure of performance. 4. Adjustments and Alterations under the Performance Share Plan The following describes the adjustment events under, and provisions relating to alterations of, the Performance Share Plan. 4.1 Adjustment Events If a variation in the issued ordinary share capital of our Company (whether by way of a capitalisation of profits or reserves or rights issue, capital reduction, subdivision, consolidation, distribution or otherwise) shall take place, then:− (a) the class and/or number of Shares which are the subject of an Award to the extent not yet Vested; and/or the class and/or number of Shares over which future Awards may be granted under the Performance Share Plan,

(b)

shall be adjusted in such manner as the Committee may determine to be appropriate.

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PACIFIC RADIANCE PERFORMANCE SHARE PLAN
Unless the Committee considers an adjustment to be appropriate, the following events shall not normally be regarded as a circumstance requiring adjustment:− (a) the issue of securities as consideration for an acquisition or a private placement of securities; the cancellation of issued Shares purchased or acquired by our Company by way of market purchase of such Shares undertaken by our Company on the Main Board during the period when a share purchase mandate granted by Shareholders (including any renewal of such mandate) is in force.

(b)

Notwithstanding the provisions and rules of the Performance Share Plan:− (a) no adjustment shall be made if as a result, the Participant received a benefit that a Shareholder does not receive; and any adjustment (except in relation to a capitalisation issue) must be confirmed in writing by the Auditors (acting only as experts and not as arbitrators) to be in their opinion, fair and reasonable.

(b)

4.2 Modifications or Alterations to the Performance Share Plan The Performance Share Plan may be modified and/or altered from time to time by a resolution of the Committee subject to the prior approval of our Shareholders and the SGX-ST and such other regulatory authorities as may be necessary. However, no modification or alteration shall adversely affect the rights attached to Awards granted prior to such modification or alteration except with the written consent of such number of Participants under the Performance Share Plan who, if their Awards were Released to them, would thereby become entitled to not less than three quarters of all the Shares which would fall to be Vested upon Release of all outstanding Awards under the Performance Share Plan. No alteration shall be made to particular rules of the Performance Share Plan to the advantage of the holders of the Awards, except with the prior approval of Shareholders in general meeting. 5. Disclosures in Annual Reports Our Company will make such disclosures in its annual report for so long as the Performance Share Plan continues in operation as from time to time required by the Listing Manual including the following (where applicable):− (a) the names of the members of the Committee administering the Performance Share Plan; in respect of the following Participants:− (i) (ii) Directors of our Company; Controlling Shareholders and their Associates; and

(b)

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(iii) Participants (other than those in paragraphs (i) and (ii) above) who have received Shares pursuant to the Release of Awards granted under the Performance Share Plan which, in aggregate, represent 5.0% or more of the aggregate number of new Shares available under the Performance Share Plan; the following information:− (aa) the name of the Participant; (bb) the aggregate number of Shares comprised in Awards granted to such Participant during the financial year under review; (cc) the number of new Shares issued to such Participant during the financial year under review; (dd) the number of existing Shares purchased for delivery pursuant to Release of Awards to such Participant during the financial year under review; (ee) the aggregate number of Shares comprised in Awards which have not been released as at the end of the financial year under review; (ff) the aggregate number of Shares comprised in Awards granted since the commencement of the Performance Share Plan to the end of the financial year under review;

(gg) the number of new Shares allotted to such Participant since the commencement of the Performance Share Plan to the end of the financial year under review; and (hh) the number of existing Shares transferred to the Participant since the commencement of the Performance Share Plan to the end of the financial year under review. (c) in relation to the Performance Share Plan:− (i) the aggregate number of Shares comprised in Awards Vested since the commencement of the Performance Share Plan to the end of the financial year under review; the aggregate number of new Shares issued which are comprised in the Awards Vested during the financial year under review; and

(ii)

(iii) the aggregate number of Shares comprised in Awards granted under the Performance Share Plan which have not been Released, as at the end of the financial year under review; and (d) such other information as may be required by the Listing Manual or the Act.

If any of the above is not applicable, an appropriate negative statement shall be included therein.

200

PACIFIC RADIANCE PERFORMANCE SHARE PLAN
6. Role and Composition of the Committee The Committee responsible for the administration of the Performance Share Plan will comprise such Directors and/or Executive Officers duly authorised and appointed by the Board of Directors to administer the Performance Share Plan, provided that no member of the Committee shall participate in any deliberation or decision in respect of Awards granted or to be granted to him or his Associate. The Committee shall have the power, from time to time, to make and vary such rules (not being inconsistent with the Performance Share Plan and the Listing Manual) for the implementation and administration of the Performance Share Plan as it thinks fit, including, but not limited to:− (a) imposing restrictions on the number of Awards that may be vested within each financial year; and amending performance targets if by doing so, it would be a fairer measure of performance of a Participant or for the Performance Share Plan as a whole.

(b)

7.

Financial Effects of the Performance Share Plan FRS 102 Share-based Payment takes effect for the financial statements of all listed companies for the financial year beginning 1 January 2005. Participants will receive Shares and the Awards would be accounted for as equity-settled share-based transactions, as described in the following paragraphs. The fair value of employee services received in exchange for the grant of the Awards will be recognised as a charge to the profit and loss account over the period between the grant date and the Vesting Date of an Award. The total amount of the charge over the Vesting period is determined by reference to the fair value of each Award granted at the grant date and the number of Shares Vested at the Vesting Date, with a corresponding credit to reserve account. Before the end of the Vesting period, at each accounting year end, the estimate of the number of Awards that are expected to Vest by the Vesting Date is subject to revision, and the impact of the revised estimate will be recognised in the profit and loss account with a corresponding adjustment to the reserve account. After the Vesting Date, no adjustment to the charge to the profit and loss account is made. This accounting treatment has been referred to as the “modified grant date method” because the number of Shares included in the determination of the expense relating to employee services is adjusted to reflect the actual number of Shares that eventually Vest but no adjustment is made to changes in the fair value of the Shares since the grant date. The amount charged to the profit and loss account would be the same whether the Company settles the Awards by issuing new Shares or by purchasing existing Shares. The amount of the charge to the profit and loss account also depends on whether or not the performance target attached to an Award is measured by reference to the market price of the Shares. This is known as a market condition. If the performance target is a market condition, the probability of the performance target being met is taken into account in estimating the fair value of the Award granted at the grant date, and no adjustments to the amounts charged to the profit and loss account are made if the market condition is not met. However, if the performance target is not a market condition, the fair value per Share of the Awards granted at the grant date is used to compute the amount to be charged to the profit and loss account at each accounting date, based on an assessment at that date of whether the non-market 201

PACIFIC RADIANCE PERFORMANCE SHARE PLAN
conditions would be met to enable the Awards to vest. Thus, where the Vesting conditions do not include a market condition, there would be no charge to the profit and loss account if the Awards do not ultimately Vest. In the event that the Participants receive cash, our Company shall measure the fair value of the liability at grant date. Until the liability is settled, our Company shall re-measure the fair value of the liability at each accounting date and at the date of settlement, with changes in the fair value recognised in the profit and loss account. The following sets out the financial effects of the Performance Share Plan. 7.1 Share Capital The Performance Share Plan will result in an increase in our Company’s issued Shares where new Shares are issued to Participants. The number of new Shares issued will depend on, amongst others, the size of the Awards granted under the Performance Share Plan. In any case, the Performance Share Plan provides that the aggregate number of Shares which may be issued or transferred pursuant to Awards granted under the Performance Share Plan, when added to (i) the number of Shares issued and issuable and/or transferred or transferable in respect of all Awards granted thereunder; and (ii) all Shares issued and issuable and/or transferred or transferable in respect of all options granted or awards granted under any other share incentive schemes or share plans adopted by the Company for the time being in force, shall not exceed 15.0% of the issued share capital (excluding treasury shares) of our Company on the day preceding the relevant date of the Award. If instead of issuing new Shares to Participants, treasury shares are transferred to Participants and our Company pays the equivalent cash value, the Performance Share Plan would have no impact on our Company’s total number of issued Shares. 7.2 NAV As described in paragraph 7.3 below on EPS, the Performance Share Plan is likely to result in a charge to our Company’s profit and loss account over the period from the grant date to the Vesting Date of the Awards. The amount of the charge will be computed in accordance with the FRS 102. When new Shares are issued under the Performance Share Plan, there would be no effect on the NAV. However, if instead of issuing new Shares to Participants, existing Shares are purchased for delivery to Participants, or our Company pays the equivalent cash value, the NAV would be impacted by the cost of the Shares purchased or the cash payment, respectively. 7.3 EPS The Performance Share Plan is likely to result in a charge to earnings over the period from the grant date to the Vesting Date, computed in accordance with the FRS 102. It should again be noted that the delivery of Shares to Participants of the Performance Share Plan will generally be contingent upon the Participants meeting the prescribed performance targets and conditions.

202

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7.4 Dilutive Impact It is expected that the dilutive impact of the Performance Share Plan on the NTA per Share and EPS will not be significant. 8. Participation of Group Executive Directors and Group Executives The extension of the Performance Share Plan to Group Executive Directors and Group Executives allows us to have a fair and equitable system to reward Group Executive Directors and Group Executives who have made and who continue to make significant contributions to the continued growth of our Group and to instill in Participants a stronger and more lasting sense of identification with our Group. We believe that the Performance Share Plan will also enable us to attract, retain and incentivise Participants to optimise their standards of performance as well as encourage greater dedication and loyalty by enabling our Company to recognise past efforts and services as well as motivate Participants generally to contribute towards the long-term growth of our Group. 9. Participation of Group Non-Executive Directors (including Independent Directors) of our Company While the Performance Share Plan caters principally to executive officers, it is recognised that there are other persons who make significant contributions to our Group through their close working relationships with our Group, even though they are not employed within out Group. Such persons include the Group Non-Executive Directors. The Group Non-Executive Directors are persons from different professions and working backgrounds, bringing to our Group their expertise, knowledge and experience. They play an important role in helping our Group shape its business strategy by allowing our Group to draw on their diverse backgrounds and working experience. By aligning the interests of the Group Non-Executive Directors with the interests of the Shareholders, our Company aims to cultivate a sense of commitment on the part of the Group Non-Executive Directors towards serving the short and long-term objectives of our Group. The extension of the Performance Share Plan to the Group Non-Executive Directors (including Independent Directors) allows the Group to have a fair and equitable system that recognises and benefits not only persons who are in the direct employment of our Company but also persons who are not employed but nevertheless work closely with our Company and/or are in the position to contribute their expertise, knowledge and experience to the growth and development of our Company. For the purpose of assessing the contributions of the Group Non-Executive Directors, the Committee will propose a performance framework comprising mainly non-financial performance measurement criteria such as the extent of involvement and responsibilities shouldered by the Group Non-Executive Directors. In addition, the Committee will also consider the scope of advice given, the number of contacts and size of deals which the Company is able to procure from the contacts and recommendations of the Group Non-Executive Directors. The Committee may also decide that no Awards shall be made in any financial year or no grant and/or Award may be made at all. 203

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It is envisaged that the vesting of Awards, and hence the number of Shares to be delivered to the Group Non-Executive Directors based on the criteria set out above will not be significant. As such, we do not expect that the grant of Awards to our Group Non-Executive Directors, some of whom are also members of our Audit Committee, will compromise their independence. 10. Participation of Controlling Shareholders or Associates of Controlling Shareholders As at the Latest Practicable Date, our only Controlling Shareholder is YM InvestCo Pte. Ltd., which is controlled by our Executive Chairman, Mr Pang Yoke Min. As such, Mr Pang Yoke Min is eligible to participate in the Performance Share Plan. The extension of the Performance Share Plan to Controlling Shareholders and Associates of Controlling Shareholders is to allow for a fair and equitable system for eligible Group Executives (including Group Executive Directors) who are Controlling Shareholders or Associates of Controlling Shareholders who have contributed or continue to contribute significantly to the growth and performance of the Group to participate in the equity of the Company. Although the Controlling Shareholders and/or their Associates may already have shareholding interests in the Company, including them in the Performance Share Plan will ensure that they are equally entitled with other eligible Group Executives (including Group Executive Directors) who are not Controlling Shareholders or Associates of Controlling Shareholders to take part and benefit from this system of remuneration. We are of the view that a person who would otherwise be eligible should not be excluded from participating in the Performance Share Plan solely by reason that he/she is a Controlling Shareholder or an Associate of our Controlling Shareholder. The specific approval of our independent Shareholders is required for the participation of and the grant of Awards to such persons as well as the actual number of and terms of such Awards. A separate resolution must be passed for each such Participant. In seeking such approval from our independent Shareholders, clear justification as to the participation of our Controlling Shareholders and/or Associates of our Controlling Shareholders, the number of Shares and terms of the Awards to be granted to them shall be provided. Accordingly, we are of the view that there are sufficient safeguards against any abuse of the Performance Share Plan resulting from the participation of Controlling Shareholders and Associates of Controlling Shareholders. 11. Rationale for participation by Mr Pang Yoke Min Mr Pang Yoke Min is our Executive Chairman and is, through his shareholding in YM InvestCo Pte. Ltd., also a Controlling Shareholder of the Company (please refer to the section entitled “General Information on Our Group – Shareholders” of this Prospectus for details on his shareholding interest). His contributions in terms of his expertise, knowledge and vision have played a pivotal role in our Group’s development and growth. He is responsible for our Group’s overall strategic direction and growth, and has led its swift transformation into a promising major player in the provision of offshore vessels. The extension of the Performance Share Plan to Mr Pang Yoke Min would align the interests of key management or Controlling Shareholders with the long term development of the Company. This is consistent with our Company’s objective to motivate our senior management and employees to achieve and maintain a high level of performance and 204

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contribution, which is vital to the success of our Company. The extension of the Performance Share Plan to him will ensure that he is equally entitled to take part in and benefit from this system of remuneration, thereby further enhancing his long-term commitment to our Company. Our Company recognises that Mr Pang Yoke Min will continue to play an integral role in driving the strategic development and success of our Group and therefore wishes to allow Mr Pang Yoke Min to participate in the Performance Share Plan. Subject to the Shareholders’ approval at an extraordinary general meeting for Mr Pang Yoke Min’s participation in the Performance Share Plan and the grant of Awards to him, in the event that our Company decides to grant Awards under the Performance Share Plan to Mr Pang Yoke Min, we will make a full disclosure of the rationale and justification for, and the terms of, such grant of Awards to our independent Shareholders and also seek the approval of our independent Shareholders at a general meeting after our listing.

205

GENERAL AND STATUTORY INFORMATION
SHARE CAPITAL 1. As at the date of this Prospectus, there is only one class of shares in the capital of our Company, being ordinary shares in the share capital of our Company. There is no founder, management or deferred share. Our existing Shares do not carry voting rights which are different from the New Shares. The rights of and privileges attached to the Shares are stated in the Articles of Association of our Company. Save as disclosed below and in the sections entitled “General Information on Our Group – Shareholders” of this Prospectus, there were no changes in the issued and paid-up share capital of our Company, our Subsidiaries and our Associated Companies within the three years preceding the Latest Practicable Date:− (a) Our Company No. of ordinary shares issued/issued shares after Share Split (where applicable) 58,098 58,098 59,172 59,172 552,579,940

2.

Date 27 March 2012 27 March 2012 20 May 2013 20 May 2013 28 October 2013 (b) Alam Radiance (L)

Purpose of Issue Allotments to Lau Boon Hwee Allotments to Loo Choo Leong Allotments to Lau Boon Hwee Allotments to Loo Choo Leong Share Split

Resultant Issued Share Capital (S$) 49,996,371 50,392,742 50,592,742 50,792,742 50,792,742

Date 16 August 2010 16 August 2010

No. of ordinary shares issued 1,714,951 1,784,949

Purpose of Issue Allotment to Pacific Crest Pte. Ltd. Allotment to Alam Maritim (L) Inc.

Resultant Issued Share Capital (US$) 1,715,051 3,500,000

206

GENERAL AND STATUTORY INFORMATION
(c) CA Offshore Investments Resultant Issued Share Capital (US$) 400 800 1,000,400 2,000,000

Date 23 May 2013 23 May 2013 19 July 2013 19 July 2013

No. of shares issued 1 Class A Share 1 Class B Share 2,499 Class A Shares 2,499 Class B Shares

Purpose of Issue Allotted to Envestra Investments Limited Allotted to Premium Prize Limited Allotted to Envestra Investments Limited Allotted to Premium Prize Limited

(d)

Consolidated Pipe Carriers Resultant Issued Share Capital (S$) 12,040,970.00

Date 15 March 2011

No. of ordinary shares issued 18,750,000

Purpose of Issue Allotment to Strato Maritime Services Pte. Ltd. Allotment to Strato Maritime Services Pte. Ltd. Allotment to Peter John Phillips, Kenya Marine Contractors (EPZ) Limited and Palumbo International B.V.

15 March 2011

22,499,998

14,347,219.795

31 December 2012

18,600,000

16,168,531.795

(e)

Crest Logistics Resultant Issued Share Capital (US$) 1.00

Date 5 August 2013

No. of ordinary shares issued 1

Purpose of Issue Allotment to Pacific Radiance Ltd.

(f)

Crest Offshore Marine Resultant Issued Share Capital (US$) 1.00

Date 7 June 2013

No. of ordinary shares issued 1

Purpose of Issue Allotment to Pacific Radiance Ltd.

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GENERAL AND STATUTORY INFORMATION
(g) Crest Shipyard Resultant Issued Share Capital (US$) 1.00

Date 7 June 2013

No. of ordinary shares issued 1

Purpose of Issue Allotment to Pacific Radiance Ltd.

(h)

Crest Subsea Resultant Issued Share Capital (US$) 2,000,000 4,000,000

Date 30 November 2010 26 January 2011

No. of ordinary shares issued 1,990,000 2,000,000

Purpose of Issue Allotment to Pacific Radiance Ltd. Allotment to Pacific Radiance Ltd.

(i)

CrestSA Marine & Offshore Resultant Issued Share Capital (S$) 40,001

Date 30 June 2011

No. of ordinary shares issued 39,999

Purpose of Issue Allotment to Strato Maritime Services Pte. Ltd. Allotment to Soon Aik Marine Engineering (Pte.) Ltd.

10 October 2011

59,999

100,000

(j)

CSI Offshore Resultant Issued Share Capital (US$) 1.00

Date 8 February 2012

No. of ordinary shares issued 1

Purpose of Issue Allotment of subscriber’s shares to Crest Subsea International Pte. Ltd. Allotment to Crest Subsea International Pte. Ltd.

2 May 2012

2,999,999

3,000,000

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GENERAL AND STATUTORY INFORMATION
(k) Envestra Investments Resultant Issued Share Capital (US$) 1.00

Date 13 May 2013

No. of ordinary shares issued 1

Purpose of Issue Allotted to Alstonia Offshore Pte. Ltd.

(l)

Fleetwinch Control Resultant Issued Share Capital (S$) 500,100

Date 13 September 2010

No. of ordinary shares issued 150

Purpose of Issue Allotment to Titan Offshore Equipment Pte Ltd

(m) Hudson Resultant Issued Share Capital (US$) 1.00

Date 27 September 2012

No. of ordinary shares issued 1

Purpose of Issue Allotment of subscriber’s shares to Strato Maritime Services Pte. Ltd.

(n)

Offshore Subsea Resultant Issued Share Capital (S$) 100,000

Date 18 January 2012

No. of ordinary shares issued 4,000

Purpose of Issue Allotment to Crest Subsea International Pte. Ltd.

(o)

Pacific Radiance (East Africa) Resultant Issued Share Capital (S$) 495

Date 10 July 2013

Equity interest allotted 99%

Purpose of Issue First allotment to Alstonia Offshore Pte. Ltd. First allotment to Radiance Offshore B.V.

10 July 2013

1%

500

209

GENERAL AND STATUTORY INFORMATION
(p) Pacific Offshore Resultant Issued Share Capital (US$) 6,640,000

Date 26 August 2010

No. of ordinary shares issued 6,639,998

Purpose of Issue Allotments to Alstonia Offshore Pte. Ltd. and CPC Solutions Pte. Ltd. Allotment to Alstonia Offshore Pte. Ltd. Allotment to CPC Solutions Pte. Ltd.

19 April 2011 28 July 2011

2,120,000 2,120,000

8,760,000 10,880,000

(q)

PT Jawa Resultant Issued Share Capital (Rp) 4,550,000,000

Date 19 July 2011

No. of ordinary shares issued 5,098

Purpose of Issue Paid Up-Capital subscribed by PT Karya Investindo Tunggal Paid Up-Capital subscribed by Alstonia Offshore Pte. Ltd. Increments of Paid-Up Capital subscribed by PT Karya Investindo Increments of Paid-Up Capital subscribed by Alstonia Offshore Pte. Ltd.

19 July 2011

4,900

9,998,000,000

12 April 2013

5,100

15,100,000,000

12 April 2013

4,900

20,000,000,000

210

GENERAL AND STATUTORY INFORMATION
(r) PT Logindo No. of ordinary shares issued/issued shares after change of nominal value of shares (where applicable) 9,200

Date 13 October 2011

Purpose of Issue Paid Up-Capital subscribed by Eddy Kurniawan Logam Paid Up-Capital subscribed by Rudy Kunriawan Logam Paid Up-Capital subscribed by Merna Logam Increments of Paid-Up Capital subscribed by Alstonia Offshore Pte. Ltd. Change of nominal value of shares from Rp 1,000,000 to Rp 100

Resultant Issued Share Capital (Rp) 9,200,000,000

13 October 2011

11,500

20,700,000,000

13 October 2011

2,300

23,000,000,000

13 October 2011

22,098

45,098,000,000

21 August 2013

450,098,000

45,098,000,000

(s)

PT Marine Engineering Resultant Issued Share Capital (Rp) 950,000,000

Date 6 March 2012

No. of ordinary shares issued 950

6 March 2012

50

Purpose of Issue Allotment to PT Offshore Service Indonesia Allotment to Sinta Partogi Panggabean

50,000,000

(t)

PT Subsea Resultant Issued Share Capital (Rp) 2,850,000,000

Date 2 March 2012

No. of ordinary shares issued 2,850

2 March 2012

150

Purpose of Issue Paid Up-Capital subscribed by PT Offshore Subsea Paid Up-Capital subscribed by Fenny Hadywidjaya

3,000,000,000

211

GENERAL AND STATUTORY INFORMATION
(u) Radiance Catico Resultant Issued Share Capital (US$) 1.00

Date 5 April 2012

No. of ordinary shares issued 1

3 May 2012

1

16 May 2012

4,999,998

Purpose of Issue Allotment of subscriber’s shares to Alstonia Offshore Pte. Ltd. Allotment to Catico Investments Pte. Ltd. Allotments to Alstonia Offshore Pte. Ltd. and Catico Investments Pte. Ltd.

2.00

5,000,000

(v)

Radiance Offshore Australia Resultant Issued Share Capital (A$) 100

Date 8 January 2013

No. of ordinary shares issued 100

Purpose of Issue Allotment of subscriber shares to Alstonia Offshore Pte. Ltd.

(w) Radiance Offshore B.V. Resultant Issued Share Capital (EUR) 18,000

Date 7 June 2011

No. of ordinary shares issued 18,000

Purpose of Issue Allotted to Alstonia Offshore Pte. Ltd.

(x)

Radiance Offshore (Alagoas) Resultant Issued Share Capital (R$) 9,999.00

Date 27 September 2011

No. of ordinary shares issued 9,999

Purpose of Issue Allotment of 9,999 shares to Alstonia Offshore Pte. Ltd. Allotment of 1 share to Radiance Offshore B.V.

27 September 2011

1

10,000.00

212

GENERAL AND STATUTORY INFORMATION
Resultant Issued Share Capital (R$) 7,717,781.00

Date 28 December 2011

No. of ordinary shares issued 7,707,781

Purpose of Issue Allotment of 7,707,781 shares to Alstonia Offshore Pte. Ltd.

(y)

Supreme Radiance Resultant Issued Share Capital (US$) 1

Date 18 August 2010

No. of ordinary shares issued 1

Purpose of Issue Allotment of subscriber’s shares to Alstonia Offshore Pte. Ltd. Allotment to Supreme Oilfield Services Pte. Ltd. Allotments to Alstonia Offshore Pte Ltd and Supreme Oilfield Services Pte. Ltd.

25 August 2010

1

2

26 August 2010

49,998

50,000

3.

Save as disclosed in paragraph 2 above, no shares in or debentures of our Company, our Subsidiaries or Associated Companies has been issued, or is proposed to be issued, as fully or partly paid-up for cash, or for a consideration other than cash, during the three years preceding the Latest Practicable Date.

ARTICLES OF ASSOCIATION 4. An extract of our Articles of Association relating to, inter alia , the transferability of shares, Directors’ voting rights, borrowing powers of Directors and dividend rights are set out in Appendix D entitled “Summary of Memorandum and Articles of Association of our Company” of this Prospectus. The Articles of Association of our Company is available for inspection at our registered office in accordance with the paragraph in the section entitled “General and Statutory Information – Documents For Inspection” of this Prospectus.

MATERIAL CONTRACTS 5. Our Group has not entered into any contracts outside of the ordinary course of business which are or may be material during the 2-year period prior to the date of lodgement of this Prospectus with the Authority.

213

GENERAL AND STATUTORY INFORMATION
FINANCIAL CONDITION AND OPERATIONS OF OUR GROUP 6. Save as disclosed in this Prospectus, our Directors are not aware of any event which has occurred since the end of the financial period being 30 June 2013 to the Latest Practicable Date which may have a material effect on the financial position and results of our Group. Save as disclosed in this Prospectus, our financial condition and operations are not likely to be affected by any of the following:− (a) known trends, uncertainties, demands, commitments or events that will result or are reasonably likely to result in our Group’s liquidity increasing or decreasing in any material way; material commitments for capital expenditure; unusual or infrequent events or transactions or any significant economic changes that materially affect the amount of reported income from operations; and known trends, uncertainties, demands, commitments or events that have had or that our Group expects to have a material favourable or unfavourable impact on revenues or operating income.

7.

(b) (c)

(d)

INFORMATION ON DIRECTORS, EXECUTIVE OFFICERS AND CONTROLLING SHAREHOLDERS 9. Save as disclosed below, none of our Directors, Executive Officers or Controlling Shareholders:− (i) has, at any time during the last ten years, had an application or a petition under any bankruptcy laws of any jurisdiction filed against him or against a partnership of which he was a partner at the time when he was a partner or at any time within two years from the date he ceased to be a partner; has, at any time during the last ten years, had an application or a petition under any law of any jurisdiction filed against an entity (not being a partnership) of which he was a director or an equivalent person or a key executive, or at any time when he was a director or an equivalent person or a key executive of that entity or at any time within two 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;

(ii)

(iii) has any unsatisfied judgment against him; (iv) 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 which he is aware of) for such purpose; (v) 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 of) for such breach;

214

GENERAL AND STATUTORY INFORMATION
(vi) has, at any time during the last ten years, had judgment entered against him in any civil proceedings in Singapore or elsewhere involving a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, or a finding of fraud, misrepresentation or dishonesty on his part, or has been the subject of any civil proceedings (including any pending civil proceedings of which he is aware) involving an allegation of fraud, misrepresentation or dishonesty on his part; (vii) has ever been convicted in Singapore or elsewhere of any offence in connection with the formation or management of any entity or business trust; (viii) has ever been disqualified from acting as a director or an equivalent person of any entity (including the trustee of a business trust), or from taking part directly or indirectly in the management of any entity or business trust; (ix) 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; (x) has ever, to his knowledge, been concerned with the management or conduct, in Singapore or elsewhere, of the affairs of:− (a) any corporation which has been investigated for a breach of any law or regulatory requirement governing corporations in Singapore or elsewhere; any entity (not being a corporation) which has been investigated for a breach of any law or regulatory requirement governing such entities in Singapore or elsewhere; any business trust which has been investigated for a breach of any law or regulatory requirement governing business trusts in Singapore or elsewhere; or any entity or business trust which has been investigated for a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere,

(b)

(c)

(d)

in connection with any matter occurring or arising during the period when he was so concerned with the entity or business trust; or (xi) has been the subject of any current or past investigation or disciplinary proceedings, or has been reprimanded or issued any warning, by the Authority or any other regulatory authority, exchange, professional body or government agency, whether in Singapore or elsewhere. Our Executive Chairman, Mr Pang Yoke Min, was interviewed in 1998 by the Commercial Affairs Department (the “ CAD ”) when he was working for another company. He was not the subject of the investigation. The interview was in relation to an incident involving the alleged misuse by an employee of that company of a Skills Development Fund grant given by the Singapore government. There have been no follow-up queries on this investigation subsequent to the interview.

215

GENERAL AND STATUTORY INFORMATION
Our Independent Director, Ms Ooi Chee Kar, assisted the CAD in their investigation of an individual for criminal breach of trust close to 20 years ago. She was previously the audit manager of a corporation owned by this individual and assisted the CAD in their review of its audit files. She was called to be a prosecution witness and attended court on one occasion to answer questions on accounting. The individual had passed away subsequently and there has not any follow-up on this case since then. LITIGATION 10. To the best of our knowledge and belief, having made all reasonable enquiries, neither our Company nor our Subsidiaries is engaged in any litigation or arbitration either as plaintiff or defendant and our Directors have no knowledge and are not aware of any litigation or arbitration which are pending or threatened against our Company or our Subsidiaries or of any facts likely to give rise to any such litigation or arbitration, in respect of any claims or amounts which may have or had during the 12 months immediately before the date of lodgement of this Prospectus, a material effect on our Group’s profitability or financial position. MISCELLANEOUS 11. No Shares will be allotted or issued on the basis of this Prospectus later than 6 months after the date of registration of this Prospectus.

12. The time of opening of the Application List is stated in the section entitled “Details of the Invitation” of this Prospectus. 13. The amount payable on application is S$[ ● ] for each Invitation Share. 14. There has been no previous issue of Shares by our Company or offer for sale of our Shares to the public within the two years preceding the date of registration of this Prospectus. 15. In the opinion of our Directors, there are no minimum amounts which must be raised by the issue of the Invitation Shares. Although no minimum amount must be raised by the Invitation, such amounts which are proposed to be provided out of the proceeds of the Invitation Shares shall, in the event the Invitation is cancelled, be provided out of the existing banking facilities and/or internal funds generated from operations. 16. No amount of cash or securities or benefit has been or is intended to be paid or given to any promoter within the two years preceding the date of lodgement of this Prospectus or is proposed or intended to be paid or given to any promoter at any time in respect of this Invitation. 17. Application monies received by our Company in respect of successful applications (including successfully balloted applications which are subsequently rejected) will be placed in a separate non-interest bearing account with the Receiving Bank. In the ordinary course of its business, the Receiving Bank will deploy these monies in the interbank money market. Our Company and the Receiving Bank have agreed that our Company will not receive any revenue earned by the Receiving Bank from the deployment of such monies in the interbank money market. 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 benefit arising therefrom.

216

GENERAL AND STATUTORY INFORMATION
18. Details, including the names, addresses and professional qualifications (including membership in a professional body) of the auditors of our Company for the Period Under Review are as follows:− Ernst & Young LLP Chartered Accountants One Raffles Quay North Tower, Level 18 Singapore 048583 Partner-in-charge: Mr Max Loh Khum Whai (Practising member of the Institute of Singapore Chartered Accountants) 19. We currently have no intention of changing our auditors after the admission of our Company to the Official List of the Main Board of the SGX-ST. 20. There was no public take-over, by a third party in respect of our Shares or by our Company in respect of the shares of another corporation or the units of a business trust, which occurred between 1 January 2012 and up to the Latest Practicable Date. 21. The Solicitors to the Invitation and Legal Advisers to our Company on Singapore Law, the Solicitors to the Joint Issue Managers, the Joint Global Co-ordinators, the Joint Bookrunners, the Joint Underwriters, the Receiving Bank, the Principal Bankers and the Share Registrar, do not make, or purport to make, any statement in this Prospectus or any statement upon which a statement in this Prospectus is based and, to the maximum extent permitted by law, expressly disclaim and take no responsibility for any liability to any person which is based on, or arises out of, the statements, information or opinions in or omission in this Prospectus. 22. Save as disclosed in this Prospectus under the sections entitled “Risk Factors” and “Prospects, Trends and Order Book” of this Prospectus, our Directors are not aware of any relevant material information including trading factors or risks not mentioned elsewhere in this Prospectus which is unlikely to be known or anticipated by the general public and which could materially affect the profits of our Company and our Subsidiaries. MANAGEMENT AGREEMENT AND UNDERWRITING AND PLACEMENT AGREEMENT 23. Pursuant to the Management Agreement dated [ ● ] between our Company and the Joint Issue Managers, our Company appointed the Joint Issue Managers to manage the Invitation. The Joint Issue Managers will receive a management fee from our Company for their services rendered in connection with the Invitation. 24. Pursuant to the Underwriting and Placement Agreement dated [ ● ] between our Company and the Joint Bookrunners and the Joint Underwriters: (a) the Joint Bookrunners and the Joint Underwriters have agreed to underwrite the Offer Shares for a commission of [ ● ]% of the Invitation Price for each Offer Share, payable by our Company, for subscribing or for procuring subscribers for any Shares not subscribed for pursuant to the Invitation and will pay or procure payment to our Company for such Offer Shares; and

217

GENERAL AND STATUTORY INFORMATION
(b) the Joint Bookrunners and the Joint Underwriters have agreed to subscribe for and/or procure subscribers for the Placement Shares for a placement commission of [ ● ]% of the Invitation Price for each Placement Share, payable by our Company pursuant to the Invitation. The Joint Bookrunners and the Joint Underwriters may, at its absolute discretion, appoint 1 or more sub-placement agents for the Placement Shares.

25. Our Company will pay brokerage 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 the Participating Banks in respect of successful applications made through Electronic Applications, at the rate of [ ● ]%, and in the case of DBS, [ ● ]%, of the Invitation Price for each Offer Share. In addition, DBS levies a minimum brokerage fee of S$[ ● ]. Where brokerage levied by DBS based on [ ● ]% of the Invitation Price is less than the minimum brokerage fee of S$[ ● ] levied by DBS, such difference will be paid by our Company. 26. The Management Agreement may be terminated by the Joint Issue Managers at any time on or before the close of the Application List on the occurrence of certain events. These events include any changes in national or international monetary, financial, political or economic conditions which result or are likely to result in, inter alia , the conditions in the Singapore stock market being materially and adversely affected or the success of the Invitation being materially prejudiced. 27. The Underwriting and Placement Agreement is conditional upon the Management Agreement not having been terminated or rescinded pursuant to the provisions of the Management Agreement and may be terminated on the occurrence of certain events, including those specified in the foregoing paragraph. 28. In the event that the Management Agreement are terminated, our Company reserves the right, at our absolute discretion, to cancel the Invitation. 29. Save as disclosed in the section entitled “Management Agreement and Underwriting and Placement Agreement” above, no commission, discount or brokerage has been paid or other special terms granted within the preceding 2 years 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 subscription for any Shares in or debentures of our Company. 30. Other than the Management Agreement and the Underwriting and Placement Agreement, and save as disclosed in this Prospectus, including the section entitled “Capitalisation and Indebtedness”, in the reasonable opinion of our Directors, we do not have any material relationship with the Joint Issue Managers, the Joint Global Co-ordinators, the Joint Bookrunners and the Joint Underwriters. INTERESTS OF EXPERTS 31. No expert is employed on a contingent basis by our Company or our Subsidiaries, has a material interest, whether direct or indirect, in the shares of our Company or our Subsidiaries, or has a material economic interest, whether direct or indirect, in our Company, including in the success of the Invitation.

218

GENERAL AND STATUTORY INFORMATION
CONSENTS 32. Ernst & Young LLP has given and has not withdrawn its written consent to the issue of this Prospectus with the inclusion herein of Appendix A entitled “Audited Consolidated Financial Statements for the Financial Years Ended 31 December 2010, 2011 and 2012”, Appendix B entitled “Unaudited Interim Consolidated Financial Statements for the Six Months Ended 30 June 2013” and Appendix C entitled “Unaudited Pro Forma Financial Information for the Financial Year Ended 31 December 2012 and the Six Months Ended 30 June 2013”, in the form and context in which they are included in this Prospectus and references to its name in the form and context in which it appears in this Prospectus and to act in such capacity in relation to this Prospectus. 33. The Joint Issue Managers, the Joint Global Co-ordinators, the Joint Bookrunners and the Joint Underwriters, the Solicitors to the Invitation and the Solicitors to the Joint Issue Managers, the Joint Global Co-ordinators, the Joint Bookrunners and the Joint Underwriters, have each given and not withdrawn their respective written consents to the issue of this Prospectus with the inclusion of their respective names in the form and context in which they appear in the Prospectus and to act in such respective capacities in relation to this Prospectus. RESPONSIBILITY STATEMENT BY OUR DIRECTORS 34. This Prospectus has been seen and approved by our Directors and they collectively and individually accept full responsibility for the accuracy of the information given in this Prospectus and confirm after making all reasonable enquiries, that to the best of their knowledge and belief, this Prospectus constitutes full and true disclosure of all material facts about the Invitation, our Company and its Subsidiaries, and our Directors are not aware of any facts the omission of which would make any statement in this Prospectus misleading. 35. Where information in this Prospectus has been extracted from published or otherwise publicly available sources or obtained from a named source, the sole responsibility of the Directors has been to ensure that such information has been accurately and correctly extracted from those sources and/or reproduced in this Prospectus in its proper form and context. DOCUMENTS FOR INSPECTION 36. The following documents may be inspected at our registered office at 15 Pandan Road, Singapore 609263 during normal business hours for a period of six months from the date of registration of this Prospectus:− (a) (b) the Memorandum and Articles of Association of our Company; the “Audited Consolidated Financial Statements for the Financial Years Ended 31 December 2010, 2011 and 2012” set out in Appendix A of this Prospectus, and the audited financial statements of the entities within our Group for FY2010, FY2011 and FY2012; the “Unaudited Interim Consolidated Financial Statements for the Six Months Ended 30 June 2013” set out in Appendix B of this Prospectus;

(c)

219

GENERAL AND STATUTORY INFORMATION
(d) The “Unaudited Pro Forma Consolidated Financial Information of Pacific Radiance Ltd. and its Subsidiaries for the Financial Year Ended 31 December 2012 and the Six Months Ended 30 June 2013” set out in Appendix C of this Prospectus; the letters of consent referred to in the section entitled “General and Statutory Information” of this Prospectus; the Service Agreements referred to in the section entitled “Directors, Management and Staff – Service Agreements” of this Prospectus; and the rules of the Performance Share Plan.

(e)

(f)

(g)

220

APPENDIX A: AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2010, 2011 AND 2012

Company Registration No. 200609894C

Pacific Radiance Ltd. and its Subsidiaries

Audited Consolidated Financial Statements Years Ended 31 December 2010, 2011 and 2012

A-1

APPENDIX A: AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2010, 2011 AND 2012
Statement by Directors

We, Pang Yoke Min and Mok Weng Vai, being two of the directors of Pacific Radiance Ltd., do hereby state that, in the opinion of the Directors, (i) the accompanying consolidated financial statements together with notes thereto are drawn up so as to present fairly, the state of affairs of the Group as at 31 December 2010, 2011 and 2012 and the results of the business, changes in equity and cash flows of the Group for the years ended on those dates, and at the date of this statement, there are reasonable grounds to believe that the Group will be able to pay its debts as and when they are due.

(ii)

On behalf of the Board of Directors,

Pang Yoke Min Director

Mok Weng Vai Director

28 October 2013

A-2

APPENDIX A: AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2010, 2011 AND 2012
28 October 2013 The Board of Directors Pacific Radiance Ltd. 15 Pandan Road Singapore 609263 Independent Auditors’ Report on the Consolidated Financial Statements of Pacific Radiance Ltd. and its Subsidiaries

We have audited the accompanying consolidated financial statements of Pacific Radiance Ltd. (the “Company”) and its subsidiaries (collectively the “Group”) set out on pages A-5 to A-71 comprising the consolidated balance sheets as at 31 December 2010, 2011 and 2012, the consolidated statements of comprehensive income, consolidated statements of cash flows and consolidated statements of changes in equity for each of the financial years ended 31 December 2010, 2011 and 2012, and a summary of significant accounting policies and other explanatory notes. Management’s responsibility for the financial statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with the provisions of Singapore Financial Reporting Standards. This responsibility includes devising and maintaining a system of internal accounting controls sufficient to provide a reasonable assurance that assets are safeguarded against loss from unauthorised use or disposition; and transactions are properly authorised and that they are recorded as necessary to permit the preparation of true and fair statements of comprehensive income and balance sheets and to maintain accountability of assets; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. Auditors’ responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audits 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 consolidated financial statements are free of material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. These procedures selected depend on the auditor’s judgement, including the assessment of the risk of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements 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 the management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

A-3

APPENDIX A: AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2010, 2011 AND 2012
Independent Auditors’ Report on the Consolidated Financial Statements of Pacific Radiance Ltd. and its Subsidiaries

Opinion In our opinion, the consolidated financial statements of the Group present fairly in all material respects the state of affairs of the Group as at 31 December 2010, 2011 and 2012 and the results, changes in equity and cash flows of the Group for the years then ended in accordance with Singapore Financial Reporting Standards. Other matter This report has been prepared for inclusion in the Prospectus dated 28 October 2013 in connection with the proposed listing of the Company’s shares on the Main Board of Singapore Exchange Securities Trading Limited.

Ernst & Young LLP Public Accountants and Chartered Accountants Singapore 28 October 2013 Partner-in-Charge: Max Loh Khum Whai

A-4

APPENDIX A: AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2010, 2011 AND 2012
Consolidated Statements of Comprehensive Income for the years ended 31 December 2010, 2011 and 2012

Years ended 31 December Note Revenue Cost of sales Gross profit Other operating income General and administrative expenses Other operating expenses Finance costs Share of results of associated companies Share of results of joint venture companies Profit before taxation Taxation Profit for the year Other comprehensive income: Foreign exchange translation Net fair value changes on cash flow hedges Other comprehensive income for the year, net of tax Total comprehensive income for the year Profit for the year attributable to: Equity holders of the parent Non-controlling interests 14,793,160 17,381 14,810,541 Total comprehensive income attributable to: Equity holders of the parent Non-controlling interests 14,837,039 17,381 14,854,420 19,317,881 (64,008) 19,253,873 31,494,982 (406,231) 31,088,751 18,494,371 (75,976) 18,418,395 32,173,389 (416,281) 31,757,108 21,177 22,702 43,879 14,854,420 (65,246) 900,724 835,478 19,253,873 (668,357) – (668,357) 31,088,751 6 7 5 4 3 2010 US$ 59,798,385 (49,395,663) 10,402,722 27,128,185 (10,999,399) (558,345) (6,659,308) (978,350) (78,140) 18,257,365 (3,446,824) 14,810,541 2011 US$ 95,073,984 (64,882,740) 30,191,244 18,155,041 (13,657,024) (4,336,781) (10,214,318) (3,896,358) 2,379,745 18,621,549 (203,154) 18,418,395 2012 US$ 130,832,038 (93,744,445) 37,087,593 19,326,060 (18,211,516) (868,543) (11,458,067) (5,207,230) 7,967,828 28,636,125 3,120,983 31,757,108

The accompanying accounting policies and explanatory notes form an integral part of the consolidated financial statements. A-5

APPENDIX A: AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2010, 2011 AND 2012
Consolidated Balance Sheets as at 31 December 2010, 2011 and 2012 As at 31 December Note ASSETS Non-current assets Vessels, plant and equipment Investment in subsidiaries Investment in associated companies Investment in joint venture companies Club memberships Current assets Inventories Work-in-progress Trade receivables Other receivables Amounts due from related companies Cash and cash equivalents Total assets EQUITY AND LIABILITIES Current liabilities Trade payables Other payables Amounts due to related companies Loans and borrowings Provision for taxation Finance lease obligations Non-current liabilities Other payables Loans and borrowings Finance lease obligations Total liabilities Net assets Equity attributable to equity holders of the Company Share capital Retained earnings Fair value reserve Foreign exchange translation reserve Capital reserve Non-controlling interests Total equity 2010 US$ 362,262,888 – – 5,381,862 – 367,644,750 117,964 1,862,654 16,061,709 4,112,055 24,311,931 12,374,487 58,840,800 426,485,550 2011 US$ 442,694,097 – 938,543 26,202,646 307,636 470,142,922 465,275 699,966 22,121,678 1,836,987 5,576,783 14,209,700 44,910,389 515,053,311 2012 US$ 445,829,490 – 2,298,097 26,914,863 325,269 475,367,719 421,649 1,682,170 30,709,905 6,344,571 32,177,310 23,660,791 94,996,396 570,364,115

8 9 10 11

12 13 14 15

16 17 18 19

5,781,201 23,274,748 – 51,208,007 16,860,693 115,978 97,240,627 3,955,589 171,328,376 208,821 175,492,786 272,733,413 153,752,137

6,585,486 35,480,085 25,997 53,407,245 18,194,755 102,195 113,795,763 3,747,400 221,329,121 98,054 225,174,575 338,970,338 176,082,973

6,974,713 51,159,427 1,508,013 54,457,759 15,545,264 100,555 129,745,731 9,487,808 224,757,180 – 234,244,988 363,990,719 206,373,396

16 18 19

20 21 21 21

31,773,696 31,773,696 32,086,004 122,458,780 140,953,151 173,126,540 (900,724) – – 12,317 (64,897) (743,304) – 3,142,813 129,720 153,344,069 175,804,763 204,598,960 408,068 278,210 1,774,436 153,752,137 176,082,973 206,373,396

A-6

APPENDIX A: AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2010, 2011 AND 2012

Consolidated Statements of Changes in Equity for the years ended 31 December 2010, 2011 and 2012

Attributable to equity holders of the Group

Note

Share capital US$ Total US$

Revenue reserve US$

Other reserves US$

Noncontrolling interests US$

Total equity US$

2010 31,773,696 – 14,793,160 – 107,665,620 (932,286) 138,507,030 14,793,160 132,013 17,381 138,639,043 14,810,541

At 1 January 2010

Profit for the year

A-7 – – – – – – 14,793,160 – – 31,773,696 – 122,458,780

Other comprehensive income: 21,177 22,702 43,879 43,879 21,177 22,702 43,879 14,837,039 – – – 17,381 21,177 22,702 43,879 14,854,420

– Foreign exchange translation

– Net fair value changes on cash flow hedges

Other comprehensive income for the year, net of tax

Total comprehensive income for the year

Proceeds from issue of new shares by a subsidiary, representing changes in ownership interests in subsidiaries

– (888,407)

– 153,344,069

258,674 408,068

258,674 153,752,137

Balance at 31 December 2010

The accompanying accounting policies and explanatory notes form an integral part of the consolidated financial statements.

APPENDIX A: AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2010, 2011 AND 2012

Consolidated Statements of Changes in Equity for the years ended 31 December 2010, 2011 and 2012

Attributable to equity holders of the Group

Note

Share capital US$ Total US$

Retained earnings US$

Other reserves US$

Noncontrolling interests US$

Total equity US$

2011 31,773,696 – 18,494,371 – 122,458,780 (888,407) 153,344,069 18,494,371 408,068 (75,976) 153,752,137 18,418,395

At 1 January 2011

Profit for the year

A-8 – – – – – – – 18,494,371 – – – 31,773,696 – 140,953,151

Other comprehensive income: (77,214) 900,724 823,510 823,510 3,142,813 (77,214) 900,724 823,510 19,317,881 3,142,813 11,968 – 11,968 (64,008) – (65,246) 900,724 835,478 19,253,873 3,142,813

– Foreign exchange translation

– Net fair value changes on cash flow hedges

Other comprehensive income for the year, net of tax

Total comprehensive income for the year

Acquisition of a subsidiary, representing total changes in ownership interests in subsidiaries

Dividends paid to non-controlling interests, representing contributions by and distributions to owners

– 3,077,916

– 175,804,763

(65,850) 278,210

(65,850) 176,082,973

Balance at 31 December 2011

APPENDIX A: AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2010, 2011 AND 2012

Statements of Changes in Equity for the financial year ended 31 December 2012

Attributable to equity holders of the Group

Note

Share capital US$ Total US$ 175,804,763 312,308 – (678,407) (678,407) (678,407) 32,173,389 31,773,696 312,308 – – – – – 32,173,389 – 32,173,389 – – 140,953,151 3,077,916

Retained earnings US$

Other reserves US$

Noncontrolling interests US$ 278,210 – (416,281)

Total equity US$ 176,082,973 312,308 31,757,108

2012 Balance at 1 January 2012 Issuance of ordinary shares, representing contributions by owners

A-9 – – – – 32,086,004 – – – – 173,126,540

Profit for the year Other comprehensive income: – Foreign exchange translation Other comprehensive income for the year, net of tax

(678,407) (678,407) 31,494,982

10,050 10,050 (406,231)

(668,357) (668,357) 31,088,751

Total comprehensive income for the year

Changes in ownership interests in subsidiaries – Acquisition of non-controlling interests without a change in control – Proceeds from issue of new shares by a subsidiary – Acquisition of subsidiaries

(3,013,093) – – (3,013,093)

(3,013,093) – – (3,013,093) (613,584) 204,598,960

184,022 1,850,000 (131,565) 1,902,457 1,774,436

(2,829,071) 1,850,000 (131,565) (1,110,636) 206,373,396

Total changes in ownership interests in subsidiaries

Balance at 31 December 2012

The accompanying accounting policies and explanatory notes form an integral part of the consolidated financial statements.

APPENDIX A: AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2010, 2011 AND 2012
Consolidated Cash Flow Statements for the years ended 31 December 2010, 2011 and 2012

Years ended 31 December Note Cash flows from operating activities: Profit before taxation Adjustments for: Depreciation of vessels, plant and equipment Interest expense Interest income Share of results of associated companies Share of results of joint venture companies Gain on sale of vessels, plant and equipment, net Loss on sale of property, plant and equipment (Writeback)/impairment of doubtful trade and non-trade receivables, net Allowance for inventory obsolescence Net fair value loss/(gain) on derivative financial instruments Impairment of goodwill Exchange differences Operating cash flows before changes in working capital Increase in receivables Increase in amounts due from/to related companies (Increase)/decrease in inventories Decrease/(increase) in work-in-progress (Decrease)/increase in payables Cash (used in)/generated from operations Income tax paid Interest paid Interest received Net cash flows (used in)/generated from operating activities 13,921,157 6,659,308 (32,887) 978,350 78,140 (26,797,203) 43,198 (48,395) 30,857 275,719 118,873 19,469 17,143,175 10,214,318 (1,375,060) 3,896,358 (2,379,745) (16,588,444) – 1,453,205 103,210 2,996,579 – 1,575,104 24,036,344 11,458,067 (741,301) 5,207,230 (7,967,828) (17,110,629) – 2,112,166 – (2,545,439) 845,407 167,333 18,257,365 18,621,549 28,636,125 2010 US$ 2011 US$ 2012 US$

13,503,951 (323,970) (26,811,930) (137,723) 1,435,430 (23,158,917) (35,493,159) (85,874) (6,659,308) 32,887

35,660,249 (4,243,859) 18,572,608 (450,521) 1,162,688 2,033,912 52,735,077 (446,747) (10,214,318) 1,375,060

44,097,475 (14,420,506) (25,118,511) 43,626 (982,204) 9,233,007 12,852,887 (705,464) (11,458,067) 741,301

(42,205,454)

43,449,072

1,430,657

A-10

APPENDIX A: AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2010, 2011 AND 2012
Consolidated Cash Flow Statements for the years ended 31 December 2010, 2011 and 2012

Years ended 31 December Note Cash flows from investing activities: Purchase of vessels, plant and equipment Investment in joint venture companies Investment in associated company Investment in club memberships Net cash outflow on acquisition of subsidiaries Proceeds from sale of vessels, plant and equipment Dividends received from associated company Net cash flows (used in)/from investing activities Cash flows from financing activities: Proceeds from issue of shares by a subsidiary company Proceeds from finance lease obligations Acquisition of non-controlling interest Issuance of ordinary shares Repayment of finance lease obligations Proceeds from loans and borrowings Repayment of bank term loans Dividend paid Net cash flows from financing activities Net (decrease)/increase in cash and cash equivalents Cash and cash equivalents at 1 January Cash and cash equivalents at 31 December 15 15 258,674 351,046 – – (85,643) 96,671,606 (54,588,943) – 42,606,740 – – – – (124,550) 133,844,494 (65,850) 38,617,514 – – (969,020) 312,308 (99,693) 186,268,399 – 3,722,168 9 (130,785,320) (7,175,002) – – (268,533) 127,442,376 800,100 (83,807,699) (24,031,089) (3,890,361) (307,636) 5,461 31,799,951 – (74,341,703) – (553,700) (17,633) (53,975) 79,265,277 – 2010 US$ 2011 US$ 2012 US$

(9,986,379)

(80,231,373)

4,298,266

(95,036,580) (181,789,826)

(9,585,093) 21,959,580 12,374,487

1,835,213 12,374,487 14,209,700

9,451,091 14,209,700 23,660,791

The accompanying accounting policies and explanatory notes form an integral part of the consolidated financial statements. A-11

APPENDIX A: AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2010, 2011 AND 2012
Notes to the Consolidated Financial Statements for the years ended 31 December 2010, 2011 and 2012

1.

Corporate information Pacific Radiance Ltd. (the “Company”) is a public limited company domiciled and incorporated in Singapore. The Company’s immediate and ultimate holding company is YM Investco Pte Ltd, incorporated in Singapore. Its registered office and principal place of business is at 15 Pandan Road, Singapore 609263. The principal activity of the Company is that of an investment holding company. The principal activities of the subsidiaries are disclosed in Note 9 to the financial statements. The Company and its subsidiaries are collectively defined as the “Group”.

2. 2.1

Summary of significant accounting policies Basis of preparation The consolidated financial statements have been prepared in accordance with Singapore Financial Reporting Standards (“FRS”). The financial statements have been prepared on the historical cost basis, except as disclosed in the accounting policies below. The financial statements are presented in United States Dollars (USD or US$).

2.2

Changes in accounting policies The accounting policies adopted have been consistently applied by the Group during the financial years ended 31 December 2010, 2011 and 2012, except for the adoption of the standards and interpretations that are mandatory for annual periods beginning on or after 1 January 2010, 2011 and 2012. The adoption of these standards did not have any effect on the financial performance or position of the Group.

2.3

Standards issued but not yet effective The Group has not adopted the following standards and interpretations that have been issued but not yet effective: Effective for annual periods beginning on or after 1 July 2012 1 January 2013 1 January 2013 A-12

Description Amendments to FRS 1 Presentation of Items of Other Comprehensive Income Revised FRS 19 Employee Benefits FRS 113 Fair Value Measurement

APPENDIX A: AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2010, 2011 AND 2012
Notes to the Consolidated Financial Statements for the years ended 31 December 2010, 2011 and 2012

2. 2.3

Summary of significant accounting policies (cont’d) Standards issued but not yet effective (cont’d) Effective for annual periods beginning on or after 1 January 2013 1 January 2013 1 January 2013 1 January 2013 1 January 2013 1 January 2014 1 January 2014 1 January 2014 1 January 2014 1 January 2014 1 January 2014

Description Amendments to FRS 107 Disclosures – Offsetting Financial Assets and Financial Liabilities Improvements to FRSs 2012 – Amendment to FRS 1 Presentation of Financial Statements – Amendment to FRS 16 Property, Plant and Equipment – Amendment to FRS 32 Financial Instruments: Presentation Revised FRS 27 Separate Financial Statements Revised FRS 28 Investments in Associates and Joint Ventures FRS 110 Consolidated Financial Statements FRS 111 Joint Arrangements FRS 112 Disclosure of Interests in Other Entities Amendments to FRS 32 Offsetting Financial Assets and Financial Liabilities

Except for the Amendments to FRS 1, FRS 111, Revised FRS 28 and FRS 112, the directors expect that the adoption of the other standards and interpretations above will have no material impact on the financial statements in the period of initial application. The nature of the impending changes in accounting policy on adoption of the Amendments to FRS 1, FRS 111, Revised FRS 28 and FRS 112 are described below. Amendments to FRS 1 Presentation of Items of Other Comprehensive Income The Amendments to FRS 1 Presentation of Items of Other Comprehensive Income (OCI) is effective for financial periods beginning on or after 1 July 2012. The Amendments to FRS 1 changes the grouping of items presented in OCI. Items that could be reclassified to profit or loss at a future point in time would be presented separately from items which will never be reclassified. As the Amendments only affect the presentation of items that are already recognised in OCI, the Group does not expect any impact on its financial position or performance upon adoption of this standard.

A-13

APPENDIX A: AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2010, 2011 AND 2012
Notes to the Consolidated Financial Statements for the years ended 31 December 2010, 2011 and 2012

2. 2.3

Summary of significant accounting policies (cont’d) Standards issued but not yet effective (cont’d) FRS 111 Joint Arrangements and Revised FRS 28 Investments in Associates and Joint Ventures FRS 111 Joint Arrangements and Revised FRS 28 Investments in Associates and Joint Ventures are effective for financial periods beginning on or after 1 January 2014. FRS 111 classifies joint arrangements either as joint operations or joint ventures. Joint operation is a joint arrangement whereby the parties that have rights to the assets and obligations for the liabilities whereas joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the arrangement. FRS 111 requires the determination of the joint arrangement’s classification to be based on the parties’ rights and obligations under the arrangement, with the existence of a separate legal vehicle no longer being the key factor. FRS 111 disallows proportionate consolidation and requires joint ventures to be accounted for using the equity method. The revised FRS 28 was amended to describe the application of equity method to investments in joint ventures in addition to associates. FRS 112 Disclosure of Interests in Other Entities FRS 112 Disclosure of Interests in Other Entities is effective for financial periods beginning on or after 1 January 2014. FRS 112 is a new and comprehensive standard on disclosure requirements for all forms of interests in other entities, including joint arrangements, associates, special purpose vehicles and other off balance sheet vehicles. FRS 112 requires an entity to disclose information that helps users of its financial statements to evaluate the nature and risks associated with its interests in other entities and the effects of those interests on its financial statements. As this is a disclosure standard, it will have no impact to the financial position and financial performance of the Group when implemented in 2014.

2.4

Significant accounting judgements and estimates The preparation of the Group’s financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities at the reporting date. However, uncertainty about these assumptions and estimates could result in outcomes that could require a material adjustment to the carrying amount of the asset or liability affected in the future.

A-14

APPENDIX A: AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2010, 2011 AND 2012
Notes to the Consolidated Financial Statements for the years ended 31 December 2010, 2011 and 2012

2. 2.4

Summary of significant accounting policies (cont’d) Significant accounting judgements and estimates (cont’d) Key sources of estimation uncertainty The key assumptions concerning the future and other key sources of estimation uncertainty at the end of each reporting period, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below. (a) Depreciation of vessels, plant and equipment Vessels, plant and equipment are depreciated on a straight-line basis over their estimated useful lives. Management estimates the useful lives of vessels, plant and equipment to be within 3 to 20 years. The carrying amount of the Group’s vessels, plant and equipment was US$362,262,888, US$442,694,097 and US$445,829,490 as at 31 December 2010, 2011 and 2012 respectively. Changes in the expected level of usage and technological developments could impact the economic useful lives and the residual values of these assets, therefore future depreciation charge could be revised. (b) Income taxes The Group has exposure to income tax. Significant judgement is involved in determining the provision for income taxes. There are certain transactions and computations for which the ultimate tax determination is uncertain during the ordinary course of business. The Group recognises liabilities for expected tax issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recognised, such differences will impact the income tax provisions in the period in which such determination is made. The carrying amount of the Group’s tax payable was US$16,860,693, US$18,194,755 and US$15,545,264 as at 31 December 2010, 2011 and 2012 respectively. (c) Impairment of non-financial assets The Group assesses whether there are any indicators of impairment for all nonfinancial assets at each reporting date. Non-financial assets are tested for impairment when there are indicators that the carrying amounts may not be recoverable. When value in use calculations are undertaken, management must estimate the expected future cash flows from the asset or cash-generating unit and choose a suitable discount rate in order to calculate the present value of those cash flows.

A-15

APPENDIX A: AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2010, 2011 AND 2012
Notes to the Consolidated Financial Statements for the years ended 31 December 2010, 2011 and 2012

2. 2.4

Summary of significant accounting policies (cont’d) Significant accounting judgements and estimates (cont’d) (d) Impairment of loans and receivables The Group assesses at the end of each reporting period whether there is any objective evidence that a financial asset is impaired. To determine whether there is objective evidence of impairment, the Company considers factors such as the probability of insolvency or significant financial difficulties of the debtor and default or significant delay in payments. Where there is objective evidence of impairment, the amount and timing of future cash flows are estimated based on historical loss experience for assets with similar credit risk characteristics.

2.5

Basis of consolidation (a) Basis of consolidation Basis of consolidation from 1 January 2010 The consolidated financial statements comprise the financial statements of the Company and its subsidiaries as at the end of the reporting period. The financial statements of the subsidiaries used in the preparation of the consolidated financial statements are prepared for the same reporting date as the Company. Consistent accounting policies are applied to like transactions and events in similar circumstances. All intra-group balances, income and expenses and unrealised gains and losses resulting from intra-group transactions and dividends are eliminated in full. Subsidiaries are consolidated from the date of acquisition, being the date on which the Group obtains control, and continue to be consolidated until the date that such control ceases. Losses within a subsidiary are attributed to the non-controlling interest even if that results in a deficit balance. A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. If the Group loses control over a subsidiary, it – De-recognises the assets (including goodwill) and liabilities of the subsidiary at their carrying amounts at the date when control is lost; De-recognises the carrying amount of any non-controlling interest;

A-16

APPENDIX A: AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2010, 2011 AND 2012
Notes to the Consolidated Financial Statements for the years ended 31 December 2010, 2011 and 2012

2. 2.5

Summary of significant accounting policies (cont’d) Basis of consolidation (cont’d) (a) Basis of consolidation (cont’d) Basis of consolidation from 1 January 2010 (cont’d) – – – – – De-recognises the cumulative translation differences recorded in equity; Recognises the fair value of the consideration received; Recognises the fair value of any investment retained; Recognises any surplus or deficit in profit or loss; Re-classifies the Group’s share of components previously recognised in other comprehensive income to profit or loss or retained earnings, as appropriate.

Basis of consolidation prior to 1 January 2010 Certain of the abovementioned requirements were applied on a prospective basis. The following differences, however, are carried forward in certain instances from the previous basis of consolidation: – Acquisition of non-controlling interests, prior to 1 January 2010, were accounted for using the parent entity extension method, whereby, the difference between the consideration and the book value of the share of the net assets acquired were recognised in goodwill. Losses incurred by the Group were attributed to the non-controlling interest until the balance was reduced to nil. Any further losses were attributed to the Group, unless the non-controlling interest had a binding obligation to cover these. Losses prior to 1 January 2010 were not reallocated between non-controlling interest and the owners of the Company. Upon loss of control, the Group accounted for the investment retained at its proportionate share of net asset value at the date control was lost. The carrying value of such investments as at 1 January 2010 have not been restated.

A-17

APPENDIX A: AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2010, 2011 AND 2012
Notes to the Consolidated Financial Statements for the years ended 31 December 2010, 2011 and 2012

2. 2.5

Summary of significant accounting policies (cont’d) Basis of consolidation (cont’d) (b) Business combinations Business combinations from 1 January 2010 Business combinations are accounted for by applying the acquisition method. Identifiable assets acquired and liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Acquisition-related costs are recognised as expenses in the periods in which the costs are incurred and the services are received. When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date. This includes the separation of embedded derivatives in host contracts by the acquiree. Any contingent consideration to be transferred by the acquirer will be recognised at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration which is deemed to be an asset or liability, will be recognised in accordance with FRS 39 either in profit or loss or as a change to other comprehensive income. If the contingent consideration is classified as equity, it is not to be remeasured until it is finally settled within equity. In business combinations achieved in stages, previously held equity interests in the acquiree are remeasured to fair value at the acquisition date and any corresponding gain or loss is recognised in profit or loss. The Group elects for each individual business combination, whether non-controlling interest in the acquiree (if any) is recognised on the acquisition date at fair value, or at the non-controlling interest’s proportionate share of the acquiree’s identifiable net assets. Any excess of the sum of the fair value of the consideration transferred in the business combination, the amount of non-controlling interest in the acquiree (if any), and the fair value of the Group’s previously held equity interest in the acquiree (if any), over the net fair value of the acquiree’s identifiable assets and liabilities is recorded as goodwill. In instances where the latter amount exceeds the former, the excess is recognised as gain on bargain purchase in profit or loss on the acquisition date.

A-18

APPENDIX A: AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2010, 2011 AND 2012
Notes to the Consolidated Financial Statements for the years ended 31 December 2010, 2011 and 2012

2. 2.5

Summary of significant accounting policies (cont’d) Basis of consolidation (cont’d) (b) Business combinations (cont’d) Business combinations prior to 1 January 2010 Business combinations achieved in stages were accounted for as separate steps. Adjustments to those fair values relating to previously held interests are treated as a revaluation and recognised in equity. Any additional acquired share of interest did not affect previously recognised goodwill. When the Group acquired a business, embedded derivatives separated from the host contract by the acquiree were not reassessed on acquisition unless the business combination resulted in a change in the terms of the contract that significantly modified the cash flows that otherwise would have been required under the contract. Contingent consideration was recognised if, and only if, the Group had a present obligation, the economic outflow was more likely than not and a reliable estimate was determinable. Subsequent adjustments to the contingent consideration were recognised as part of goodwill.

2.6

Transactions with non-controlling interests Non-controlling interest represents the equity in subsidiaries not attributable, directly or indirectly, to equity holders of the Company, and are presented separately in the consolidated statement of comprehensive income and within equity in the consolidated balance sheet, separately from equity attributable to equity holders of the Company. Transactions with non-controlling interests are accounted for using the entity concept method, whereby, transactions with non-controlling interests are accounted for as transactions with equity holders. Changes in the Company owners’ ownership interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. In such circumstances, the carrying amounts of the controlling and non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiary. Any difference between the amount by which the non-controlling interest is adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to equity holders of the parent.

A-19

APPENDIX A: AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2010, 2011 AND 2012
Notes to the Consolidated Financial Statements for the years ended 31 December 2010, 2011 and 2012

2. 2.7

Summary of significant accounting policies (cont’d) Club memberships Club memberships acquired separately are measured initially at cost. Following initial acquisition, club memberships are carried at cost less any accumulated amortisation and any accumulated impairment losses. Club memberships with indefinite useful lives are tested for impairment annually, or more frequently if events and circumstances indicate that the carrying value may be impaired either individually, or at the cash-generating unit level. Such club memberships are not amortised. The useful life of club memberships with an indefinite useful life is reviewed annually to determine whether the useful life assessment continues to be supportable.

2.8

Foreign currency Transactions in foreign currencies are measured in the respective functional currencies of the Company and its subsidiaries and are recorded on initial recognition in the functional currencies at exchange rates approximating those ruling at the transaction dates. Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange ruling at the balance sheet date. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates as at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. Exchange differences arising on the settlement of monetary items or on translating monetary items at the end of the reporting period are recognised in profit or loss except for exchange differences arising on monetary items that form part of the Group’s net investment in foreign subsidiaries, which are recognised initially in equity as foreign currency translation reserve in the consolidated balance sheet and recognised in the consolidated statement of comprehensive income on disposal of the subsidiary. The assets and liabilities of foreign operations are translated into USD at the rate of exchange ruling at the balance sheet date and their statements of comprehensive income are translated at the weighted average exchange rates for the year. The exchange differences arising on the translation are taken directly to a separate component of equity as foreign currency translation reserve. On disposal of a foreign operation, the deferred cumulative amount recognised in equity relating to that particular foreign operation is recognised in profit or loss.

A-20

APPENDIX A: AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2010, 2011 AND 2012
Notes to the Consolidated Financial Statements for the years ended 31 December 2010, 2011 and 2012

2. 2.9

Summary of significant accounting policies (cont’d) Vessels, plant and equipment All items of vessels, plant and equipment are initially recorded at cost. The cost of an item of vessels, plant and equipment is recognised as an asset if, and only if, it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. Subsequent to initial recognition, vessels, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses. Depreciation of an asset begins when it is available for use and is computed on a straight-line basis over the estimated useful life of the asset. Vessels are depreciated on the straight line method to allocate their depreciable amount over their estimated useful lives of between 5 to 20 years from the date the vessels were put to use or the remaining useful lives from the date of acquisition, whichever is shorter. Plant and equipment are depreciated on a straight-line basis over the estimated useful lives of the assets of 3 to 5 years. Assets under construction are not depreciated as these assets are not yet available for use. Plant and equipment available for immediate sale in their present condition are classified within current assets as “Non-current asset held for sale” at the lower of their carrying amount and fair value less costs to sell. Such assets are depreciated for the period the asset is being used. The carrying values of vessels, plant and equipment are reviewed for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable. The residual value, useful life and depreciation method are reviewed at each financial year-end to ensure that the amount, method and period of depreciation are consistent with previous estimates and the expected pattern of consumption of the future economic benefits embodied in the items of vessels, plant and equipment. Fully depreciated assets are retained in the financial statements until they are no longer in use and no further charge for depreciation is made in respect of these assets. An item of vessels, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss on derecognition of the asset is included in the statement of comprehensive income in the year the asset is derecognised.

A-21

APPENDIX A: AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2010, 2011 AND 2012
Notes to the Consolidated Financial Statements for the years ended 31 December 2010, 2011 and 2012

2.

Summary of significant accounting policies (cont’d)

2.10 Impairment of non-financial assets The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any such indication exists, or when annual impairment assessment for an asset is required, the Group makes an estimate of the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s fair value less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets. Where the carrying amount of an asset or cash-generating unit exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows expected to be generated by the asset are discounted to their present value. Where the carrying amount of an asset exceeds its recoverable amount, the asset is written down to its recoverable amount. Impairment losses are recognised in profit or loss. An assessment is made at each reporting date as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised. If that is the case, the carrying amount of the asset is increased to its recoverable amount. That increase cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised previously. Such reversal is recognised in profit or loss. 2.11 Subsidiaries A subsidiary is an entity over which the Group has the power to govern the financial and operating policies so as to obtain benefits from its activities. In the Company’s separate financial statements, investments in subsidiaries are accounted for at cost less impairment losses. 2.12 Associate An associate is an entity, not being a subsidiary or a joint venture, in which the Group has significant influence. The associate is equity accounted for from the date the Group obtains significant influence until the date the Group ceases to have significant influence over the associate.

A-22

APPENDIX A: AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2010, 2011 AND 2012
Notes to the Consolidated Financial Statements for the years ended 31 December 2010, 2011 and 2012

2.

Summary of significant accounting policies (cont’d)

2.12 Associate (cont’d) The Group’s investment in associates is accounted for using the equity method. Under the equity method, investment in associate is carried in the balance sheet at cost plus post-acquisition changes in the Group’s share of net assets of the associate. Goodwill relating to an associate is included in the carrying amount of the investment. Any excess of the Group’s share of the net fair value of the associate’s identifiable assets, liabilities and contingent liabilities over the cost of the investment is excluded from the carrying amount of the investment and is instead included as income in the determination of the Group’s share of the associate’s profit or loss in the period in which the investment is acquired. The profit or loss reflects the share of the results of operations of the associates. Where there has been a change recognised in other comprehensive income by the associates, the Group recognises its share of such changes in other comprehensive income. The Group’s share of the profit or loss of its associates is shown on the face of profit or loss after tax and non-controlling interests in the subsidiaries of associates. When the Group’s share of losses in an associate equals or exceeds its interest in the associate, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the associate. The financial statements of the associates are prepared as of the same reporting date as the Company. The share of results is arrived at from the last audited financial statements available and unaudited management financial statements to the end of the financial year. Change in accounting policy On 1 January 2012, the Group changed its accounting policy relating to unrealised gains and losses resulting from transactions between the Group and the associate. Where the elimination of the unrealised gains and losses is in excess of the Group’s investment in the relevant associate, the excess is recognised as a deferred gain and realised over the appropriate useful life against the results of the associate in the profit and loss statement. Previously, unrealised gains and losses resulting from such transactions are eliminated to the extent of the Group’s interest in the relevant associate. Management has determined that applying the new accounting policy provides reliable and more relevant information. This voluntary change in accounting policy is applied retrospectively. 2.13 Joint ventures A joint venture is a contractual arrangement whereby two or more parties undertake an economic activity that is subject to joint control, where the strategic financial and operating decisions relating to the activity require the unanimous consent of the parties sharing control. The Group recognises its interest in the joint ventures using the equity method.

A-23

APPENDIX A: AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2010, 2011 AND 2012
Notes to the Consolidated Financial Statements for the years ended 31 December 2010, 2011 and 2012

2.

Summary of significant accounting policies (cont’d)

2.13 Joint ventures (cont’d) The Group’s investment in joint ventures are accounted for using the equity method. Under the equity method, the investment in joint ventures are carried in the balance sheet at cost plus post-acquisition changes in the Group’s share of net assets of the joint venture. Any excess of the Group’s share of the net fair value of the joint ventures’ identifiable assets, liabilities and contingent liabilities over the cost of the investment is deducted from the carrying amount of the investment and is recognised as income as part of the Group’s share of results of the joint ventures in the period in which the investment is acquired. The profit or loss reflects the share of the results of operations of the joint venture. Where there has been a change recognised in other comprehensive income by the joint venture, the Group recognises its share of such changes in other comprehensive income. The Group’s share of the profit or loss of its joint ventures is shown on the face of profit or loss after tax and non-controlling interests in the subsidiaries of the joint venture. When the Group’s share of losses in the joint venture equals or exceeds its interest in the joint venture, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the joint venture. After application of the equity method, the Group determines whether it is necessary to recognise an additional impairment loss on the Group’s investment in its joint venture. The Group determines at the end of each reporting period whether there is any objective evidence that the investment in the joint venture is impaired. If this is the case, the Group calculates the amount of impairment as the difference between the recoverable amount of the joint venture and its carrying value and recognises the amount in profit or loss. Adjustments are made in the Group’s consolidated financial statements to eliminate the Group’s share of intragroup balances, income and expenses and unrealised gains and losses on transactions between the Group and its jointly controlled entity. Losses on transactions are recognised immediately if the loss provides evidence of a reduction in the net realisable value of current assets or an impairment loss. The financial statements of the joint venture are prepared as of the same reporting date as the Company. The share of results is arrived at from the last audited financial statements available and unaudited management financial statements to the end of the financial year. Change in accounting policy On 1 January 2012, the Group changed its accounting policy relating to unrealised gains and losses resulting from transactions between the Group and the joint venture. Where the elimination of the unrealised gains and losses is in excess of the Group’s investment in the relevant joint venture, the excess is recognised as a deferred gain and realised over the

A-24

APPENDIX A: AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2010, 2011 AND 2012
Notes to the Consolidated Financial Statements for the years ended 31 December 2010, 2011 and 2012

2.

Summary of significant accounting policies (cont’d)

2.13 Joint ventures (cont’d) Change in accounting policy (cont’d) appropriate useful life against the results of the joint venture in the profit and loss statement. Previously, unrealised gains and losses resulting from such transactions are eliminated to the extent of the Group’s interest in the relevant joint venture. Management has determined that applying the new accounting policy provides reliable and more relevant information. This voluntary change in accounting policy is applied retrospectively. 2.14 Financial assets Financial assets are recognised on the balance sheet when, and only when, the Group becomes a party to the contractual provisions of the financial instrument. The Group determines the classification of its financial assets at initial recognition. When financial assets are recognised initially, they are measured at fair value, plus, in the case of financial assets not at fair value through profit or loss, directly attributable transaction costs. When financial assets are recognised initially, they are measured at fair value, plus, in the case of financial assets not at fair value through profit or loss, directly attributable transaction costs. A financial asset is derecognised where the contractual right to receive cash flows from the asset has expired. On derecognition of a financial asset in its entirety, the difference between the carrying amount and the sum of the consideration received and any cumulative gain or loss that has been recognised in other comprehensive income is recognised in profit or loss. All regular way purchases and sales of financial assets are recognised or derecognised on the trade date i.e. the date that the Group commits to purchase or sell the asset. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the period generally established by regulation or convention in the marketplace concerned. Loans and receivables Non-derivative financial assets with fixed or determinable payments that are not quoted in an active market are classified as loans and receivables. Subsequent to initial recognition, loans and receivables are measured at amortised cost using the effective interest method, less impairment. Gains and losses are recognised in profit or loss when the loans and receivables are derecognised or impaired, and through the amortisation process.

A-25

APPENDIX A: AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2010, 2011 AND 2012
Notes to the Consolidated Financial Statements for the years ended 31 December 2010, 2011 and 2012

2.

Summary of significant accounting policies (cont’d)

2.15 Impairment of financial assets The Group assesses at each balance sheet date whether there is any objective evidence that a financial asset is impaired. Financial assets carried at amortised cost For financial assets carried at amortised cost, the Group first assesses whether objective evidence of impairment exists individually for financial assets that are individually significant, or collectively for financial assets that are not individually significant. If the Company determines that no objective evidence of impairment exists for an individually assessed financial asset, whether significant or not, it includes the asset in a group of financial assets with similar credit risk characteristics and collectively assesses them for impairment. Assets that are individually assessed for impairment and for which an impairment loss is, or continues to be recognised are not included in a collective assessment of impairment. If there is objective evidence that an impairment loss on financial assets carried at amortised cost has been incurred, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows discounted at the financial asset’s original effective interest rate. The carrying amount of the asset is reduced through the use of an allowance account. The impairment loss is recognised in profit or loss. When the asset becomes uncollectible, the carrying amount of impaired financial assets is reduced directly or if an amount was charged to the allowance account, the amounts charged to the allowance account are written off against the carrying value of the financial asset. To determine whether there is objective evidence that an impairment loss on financial assets has been incurred, the Group considers factors such as the probability of insolvency or significant financial difficulties of the debtor and default or significant delay in payments. 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 was recognised, the previously recognised impairment loss is reversed to the extent that the carrying amount of the asset does not exceed its amortised cost at the reversal date. The amount of reversal is recognised in profit or loss.

A-26

APPENDIX A: AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2010, 2011 AND 2012
Notes to the Consolidated Financial Statements for the years ended 31 December 2010, 2011 and 2012

2.

Summary of significant accounting policies (cont’d)

2.16 Cash and cash equivalents Cash and cash equivalents comprise cash on hand, demand deposits, and short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. These also include bank overdrafts that form an integral part of the Group’s cash management. 2.17 Provisions Provisions are recognised when the Group has a present obligation (legal or constructive) where as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Provisions are reviewed at each balance sheet date and adjusted to reflect the current best estimate. If it is no longer probable that an outflow of economic resources will be required to settle the obligation, the provision is reversed. If the effect of the time value of money is material, provisions are discounted using a current pre tax rate that reflects, where appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost. 2.18 Financial liabilities Financial liabilities within the scope of FRS 39 are recognised on the balance sheet when, and only when, the Group becomes a party to the contractual provisions of the financial instrument. The Group determines the classification of its financial liabilities at initial recognition. All financial liabilities are recognised initially at fair value, plus, in the case of financial liabilities other than derivatives, directly attributable transaction costs. Subsequent to initial recognition, financial liabilities are measured at amortised cost using the effective interest method, except for derivatives, which are measured at fair value. A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. For financial liabilities other than derivatives, gains and losses are recognised in profit or loss when the liabilities are derecognised or impaired, and through the amortisation process. Any gains or losses arising from changes in the fair value of derivatives are recognised in profit or loss. Net gains or losses on derivatives include exchange differences.

A-27

APPENDIX A: AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2010, 2011 AND 2012
Notes to the Consolidated Financial Statements for the years ended 31 December 2010, 2011 and 2012

2.

Summary of significant accounting policies (cont’d)

2.19 Borrowing costs Borrowing costs are recognised in profit or loss as incurred except to the extent that they are capitalised. Borrowing costs are capitalised if they are directly attributable to the acquisition, construction or production of a qualifying asset. Capitalisation of borrowing costs commences when the activities to prepare the asset for its intended use or sale are in progress and the expenditures and borrowing costs are incurred. Borrowing costs are capitalised until the assets are ready for their intended use or sale. All other borrowing costs are expensed in the period they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds. 2.20 Employee benefits (a) Defined contribution plans The Group participates in the national pension schemes as defined by the laws of the countries in which it has operations. In particular, the Singapore companies in the Group make contributions to the Central Provident Fund scheme in Singapore, a defined contribution pension scheme. Contributions to defined contribution pension schemes are recognised as an expense in the period in which the related service is performed. (b) Employee leave entitlement Employee entitlements to annual leave are recognised as a liability when they accrue to employees. The estimated liability for leave is recognised for services rendered by employees up to the end of the reporting period. 2.21 Revenue Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured at the fair value of consideration received or receivable. Revenue from chartering activities is recognised in profit or loss based on the duration of the contracts. Charter revenue under time charters is recognised on a straight line basis based on the number of days of the charter period, and the corresponding costs are charged to the statement of comprehensive income using the same basis. Gain on sale of vessels is recognised upon the transfer of significant risk and rewards of ownership of the vessels to the customer, which generally coincides with delivery and acceptance of the vessels sold. Revenue is not recognised to the extent where there are significant uncertainties regarding recovery of the consideration due, associated costs or the possible return of vessels.

A-28

APPENDIX A: AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2010, 2011 AND 2012
Notes to the Consolidated Financial Statements for the years ended 31 December 2010, 2011 and 2012

2.

Summary of significant accounting policies (cont’d)

2.21 Revenue (cont’d) Revenue from sale of equipment is recognised when the significant risks and rewards of ownership have been transferred to the buyer, recovery of the consideration is probable, the associated costs and possible return of goods can be estimated reliably, and there is no continuing management involvement with the goods. Transfers of risks and rewards vary depending on the individual terms of the contract of sale. For sale of equipment, transfer usually occurs when the product is received at the customer’s warehouse; however, for some international shipments, transfer occurs upon loading of the goods on to the relevant carrier. Interest income is recognised using the effective interest method. Management fee income is recognised on an accrual basis. 2.22 Work-in-progress Work-in-progress is recorded at the lower of cost and net realisable value. Costs include all direct materials, labour costs and those indirect costs incurred in connection with projects. 2.23 Inventories Inventories are stated at the lower of cost and net realisable value. Cost includes costs of purchases and other costs incurred in bringing the inventories to their present location and condition. Where necessary, allowance is provided for damaged, obsolete and slow moving items to adjust the carrying value of inventories to the lower of cost and net realisable value. Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs necessary to make the sale. 2.24 Income taxes (a) Current tax Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantially enacted by the end of the reporting period, in the countries where the Group operates and generates taxable income.

A-29

APPENDIX A: AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2010, 2011 AND 2012
Notes to the Consolidated Financial Statements for the years ended 31 December 2010, 2011 and 2012

2.

Summary of significant accounting policies (cont’d)

2.24 Income taxes (cont’d) (a) Current tax (cont’d) Current taxes are recognised in profit or loss except to the extent that the tax relates to items recognised outside profit or loss, either in other comprehensive income or directly in equity. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate. (b) Deferred tax Deferred income tax is provided using the liability method on temporary differences at the end of the reporting period between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred tax assets and liabilities are recognised for all temporary differences, except: – Where the deferred tax arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction affects neither accounting profit nor taxable profit or loss; In respect of temporary differences associated with investments in subsidiaries and associates, where the timing of the reversal of the temporary differences can be controlled by the Group and it is probable that the temporary differences will not reverse in the foreseeable future.

Deferred tax assets are recognised for all deductible temporary differences, carry forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised except: – Where the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither accounting profit nor taxable profit or loss; and In respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, deferred income tax assets are recognised only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilised.

A-30

APPENDIX A: AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2010, 2011 AND 2012
Notes to the Consolidated Financial Statements for the years ended 31 December 2010, 2011 and 2012

2.

Summary of significant accounting policies (cont’d)

2.24 Income taxes (cont’d) (b) Deferred tax (cont’d) 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 sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are reassessed at the end of each reporting period and are recognised to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be utilised. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted at the end of each reporting period. Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss. Deferred tax items are recognised in correlation to the underlying transaction either in other comprehensive income or directly in equity and deferred tax arising from a business combination is adjusted against goodwill on acquisition. Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current income tax assets against current income tax liabilities and the deferred income taxes relate to the same taxable entity and the same taxation authority. (c) Sales tax Revenues, expenses and assets are recognised net of the amount of sales tax except: – Where the sales tax incurred in a purchase of assets or services is not recoverable from the taxation authority, in which case the sales tax is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and Receivables and payables that are stated with the amount of sales tax included.

The net amount of sales tax recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the balance sheet.

A-31

APPENDIX A: AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2010, 2011 AND 2012
Notes to the Consolidated Financial Statements for the years ended 31 December 2010, 2011 and 2012

2.

Summary of significant accounting policies (cont’d)

2.25 Derivative financial instruments The Group uses derivative financial instruments such as forward currency and interest rate swap contracts to manage its risks associated with foreign currency fluctuations. Such derivative financial instruments are initially recognised at fair value on the date on which a derivative contract is entered into and are subsequently remeasured at fair value. Derivative financial instruments are carried as assets when the fair value is positive and as liabilities when the fair value is negative. Derivatives are classified as fair value through profit and loss unless they qualify for hedge accounting. Hedges which meet the criteria for hedge accounting are accounted for as cash flow hedges. For cash flow hedges, the effective portion of the gain or loss on the hedging instrument is recognised directly in the fair value reserve, while the ineffective portion is recognised in profit or loss. Amounts taken to the fair value reserve are transferred to profit and loss when the hedged transaction affects profit or loss, such as when a forecast sale or purchase occurs. If the hedged item is a non-financial asset or liability, the amounts taken to the fair value reserve are transferred to the initial carrying amount of the non-financial asset or liability. The fair value of forward currency contracts is calculated by reference to current forward exchange rates for contracts with similar maturity profiles. The fair value of interest rate contracts is determined by reference to valuation reports provided by counterparties. 2.26 Related parties A related party is defined as follows: (a) A person or a close member of that person’s family is related to the Group and Company if that person: (i) (ii) has control or joint control over the Company; has significant influence over the Company; or

(iii) is a member of the key management personnel of the Group or Company or of a parent of the Company.

A-32

APPENDIX A: AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2010, 2011 AND 2012
Notes to the Consolidated Financial Statements for the years ended 31 December 2010, 2011 and 2012

2.

Summary of significant accounting policies (cont’d)

2.26 Related parties (cont’d) (b) An entity is related to the Group and the Company if any of the following conditions applies: (i) the entity and the Company are members of the same group (which means that each parent, subsidiary and fellow subsidiary is related to the others). one entity is an associate or joint venture of the other entity (or an associate or joint venture of a member of a group of which the other entity is a member).

(ii)

(iii) both entities are joint ventures of the same third party. (iv) one entity is a joint venture of a third entity and the other entity is an associate of the third entity. (v) the entity is a post-employment benefit plan for the benefit of employees of either the Company or an entity related to the Company. If the Company is itself such a plan, the sponsoring employers are also related to the Company.

(vi) the entity is controlled or jointly controlled by a person identified in (a). (vii) a person identified in (a) (i) has significant influence over the entity or is a member of the key management personnel of the entity (or of a parent of the entity). 2.27 Segment reporting For management purposes, the Group is organised into operating segments based on their products and services which are independently managed by the respective segment managers responsible for the performance of the respective segments under their charge. The segment managers report directly to the management of the Company who regularly review the segment results in order to allocate resources to the segments and to assess the segment performance. Additional disclosures on each of these segments are shown in Note 27, including the factors used to identify the reportable segments and the measurement basis of segment information.

A-33

APPENDIX A: AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2010, 2011 AND 2012
Notes to the Consolidated Financial Statements for the years ended 31 December 2010, 2011 and 2012

3.

Revenue Years ended 31 December 2010 US$ Charter hire income Management fee income Sale of equipment Miscellaneous income 56,205,023 737,819 2,855,543 – 59,798,385 2011 US$ 90,161,124 357,944 4,554,916 – 95,073,984 2012 US$ 125,182,041 546,835 5,084,893 18,269 130,832,038

4.

Other operating income Years ended 31 December 2010 US$ Gain on sale of vessels, plant and equipment Interest income from short-term deposits placed with banks Interest income from loans to joint venture and associated companies Dividend income from joint venture Sundry income Exchange gain 26,797,203 32,887 – – 13,420 284,675 27,128,185 2011 US$ 16,588,444 15,307 1,359,753 – 191,537 – 18,155,041 2012 US$ 17,110,629 22,628 718,673 49,038 1,425,092 – 19,326,060

5.

Finance costs Years ended 31 December 2010 US$ Interest expense on loans and borrowings Interest expense on borrowings from director 6,659,308 – 6,659,308 2011 US$ 9,335,052 879,266 10,214,318 2012 US$ 10,833,067 625,000 11,458,067

A-34

APPENDIX A: AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2010, 2011 AND 2012
Notes to the Consolidated Financial Statements for the years ended 31 December 2010, 2011 and 2012

6.

Profit before taxation Profit before taxation is stated after charging/(crediting) the following: Years ended 31 December 2010 US$ Directors’ remuneration Key management personnel compensation Staff salaries, wages and benefits (excluding directors’ remuneration and key management personnel compensation) Included in staff salaries, wages and benefits: – defined contribution plan expense Depreciation of vessels, plant and equipment (Writeback)/allowance for doubtful trade receivables, net Allowance for doubtful non-trade receivables, net Loss on disposal of vessels, plant and equipment Net fair value loss/(gain) on derivative financial instruments Exchange (gain)/loss Allowance for inventory obsolescence Impairment of goodwill 343,101 13,921,157 (48,395) – 43,198 275,719 – 30,857 118,873 731,997 17,143,175 1,256,659 196,546 – 2,996,579 (80,842) 103,210 – 857,823 24,036,344 763,291 1,348,845 – (2,545,439) 196,324 – 845,407 654,960 891,589 2011 US$ 453,646 839,887 2012 US$ 808,854 982,853

6,607,633

8,923,793

12,310,570

7.

Taxation Years ended 31 December 2010 US$ Provision for taxation in respect of the financial year: – Current taxation (Over)/under provision in respect of prior years: – Current taxation (116,394) 3,446,824 65,309 203,154 (3,173,654) (3,120,983) 3,563,218 137,845 52,671 2011 US$ 2012 US$

A-35

APPENDIX A: AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2010, 2011 AND 2012
Notes to the Consolidated Financial Statements for the years ended 31 December 2010, 2011 and 2012

7.

Taxation (cont’d) The reconciliation between the tax expense and the product of profit before taxation multiplied by the applicable tax rate for the financial years ended 31 December 2010, 2011 and 2012 are as follows: Years ended 31 December 2010 US$ Profit before taxation Tax charge at statutory rate of 17% Adjustments: Income not assessable for tax purposes Expenses not deductible for tax purposes (Over)/under provision in respect of prior years Effect of partial tax exemption and relief Deferred tax assets not recognised Utilisation of tax losses Others Tax (income)/expense (11,844,372) (19,578,343) (30,435,708) 11,746,627 (116,394) (67,925) 588,963 – 36,173 3,446,824 16,140,860 65,309 (34,607) 443,853 – 419 203,154 24,726,832 (3,173,654) (53,886) 998,130 (50,838) – (3,120,983) 18,257,365 3,103,752 2011 US$ 18,621,549 3,165,663 2012 US$ 28,636,125 4,868,141

At the end of the financial year, the Group has tax losses of approximately US$3,461,426, US$711,646 and US$6,283,954 as at 31 December 2010, 2011 and 2012 respectively, that are available for offset against future taxable profits of the companies in which the losses arose, for which no deferred tax asset is recognised due to uncertainty of its recoverability. The use of these tax losses is subject to the agreement of the tax authorities and compliance with certain provisions of the tax legislation of the respective countries in which the companies operate.

A-36

APPENDIX A: AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2010, 2011 AND 2012
Notes to the Consolidated Financial Statements for the years ended 31 December 2010, 2011 and 2012

8.

Vessels, plant and equipment Vessels under construction US$ Plant and equipment US$

Vessels US$ 2010 Cost: At 1 January 2010 Additions Disposals Transfer Exchange difference Balance at 31 December 2010 Accumulated depreciation: At 1 January 2010 Charge for the financial year Disposals Exchange difference At 31 December 2010 Net book value: At 31 December 2010 2011 Cost: At 1 January 2011 Arising from acquisition of additional interest in a joint venture Additions Disposals Transfer Exchange difference Balance at 31 December 2011 Accumulated depreciation: At 1 January 2011 Charge for the financial year Disposals Exchange difference At 31 December 2011 Net book value: At 31 December 2011

Total US$

174,845,035 174,124,954 5,427,192 124,613,994 (97,081,563) – 137,819,319 (137,819,319) – – 221,009,983 9,152,903 13,611,956 (2,315,168) – 20,449,691 200,560,292 160,919,629 – – – – – 160,919,629

1,410,586 744,134 (82,134) – 4,869 2,077,455 1,021,062 309,201 (38,936) 3,161 1,294,488 782,967

350,380,575 130,785,320 (97,163,697) – 4,869 384,007,067 10,173,965 13,921,157 (2,354,104) 3,161 21,744,179 362,262,888

221,009,983

160,919,629

2,077,455 – 215,373 (3,185) – 74 2,289,717 1,294,488 376,459 (591) (2,478) 1,667,878 621,839

384,007,067 28,975,640 83,807,699 (18,093,757) – 74 478,696,723 21,744,179 17,143,175 (2,882,250) (2,478) 36,002,626 442,694,097

– 28,975,640 578,153 83,014,173 (18,090,572) – 242,456,792 (242,456,792) – – 445,954,356 20,449,691 16,766,716 (2,881,659) – 34,334,748 411,619,608 30,452,650 – – – – – 30,452,650

A-37

APPENDIX A: AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2010, 2011 AND 2012
Notes to the Consolidated Financial Statements for the years ended 31 December 2010, 2011 and 2012

8.

Vessels, plant and equipment (cont’d) Vessels under construction US$

Vessels US$ 2012 Cost: At 1 January 2012 Arising from acquisition of subsidiaries Additions Disposals Transfer Exchange difference At 31 December 2012 Accumulated depreciation: At 1 January 2012 Arising from acquisition of subsidiaries Charge for the financial year Disposals Exchange difference At 31 December 2012 Net book value: At 31 December 2012

Plant and equipment US$

Total US$

445,954,356

30,452,650

2,289,717 172,432 1,238,004 (43,723) – (4,250) 3,652,180

478,696,723 172,432 74,293,632 (62,391,125) – (376,104) 490,395,558

– – 45,120,414 27,935,214 (62,347,402) – 30,439,860 (30,439,860) (371,854) – 458,795,374 27,948,004

34,334,748 – 23,384,406 (15,501,235) – 42,217,919 416,577,455

– – – – – – 27,948,004

1,667,878 48,071 603,867 (8,126) 36,459 2,348,149 1,304,031

36,002,626 48,071 23,988,273 (15,509,361) 36,459 44,566,068 445,829,490

At the balance sheet date, vessels with a carrying amount totalling US$189,545,164, US$389,327,832 and US$364,344,813 as at 31 December 2010, 2011 and 2012 are mortgaged to bankers as collateral for credit facilities granted to the Group. Changes in accounting estimates of useful life of vessels During the financial year ended 31 December 2011, the Group revised the estimated useful life of its vessels from 15 years to 20 years to reflect a longer estimated useful life than the Group has historically estimated. The revision in accounting estimate has been applied prospectively from 1 January 2011. The effect of the revision on the depreciation charge recognised in profit or loss for the financial year ended 31 December 2011 amounted to US$5,581,510.

A-38

APPENDIX A: AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2010, 2011 AND 2012
Notes to the Consolidated Financial Statements for the years ended 31 December 2010, 2011 and 2012

9.

Investment in subsidiaries The subsidiaries of the Group as at 31 December are as follows: Name of company (Country of incorporation and place of business) Held by the Company * Pacific Crest Pte Ltd (Singapore) Strato Maritime Services Pte Ltd (Singapore) Alstonia Offshore Pte Ltd (Singapore) Ship chartering and ship owning Ship chartering and ship agency 100 100 100

Principal activities

Percentage of equity held by the Group 2010 2011 2012 % % %

*

100

100

100

*

Shipping agents and related business Design, sale and fabrication of marine equipment Integrated subsea solutions

100

100

100

*

Titan Offshore Equipment Pte Ltd (Singapore) Crest Subsea International Pte Ltd (Singapore) Held by Pacific Crest Pte Ltd

80

80

80

*

100

100

100

*

Prime Offshore International Pte Ltd (Singapore) Pacific Crest Labuan Ltd (Malaysia)

Ship chartering

60

60

60

#

Ship chartering and ship owning

100

100

100

A-39

APPENDIX A: AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2010, 2011 AND 2012
Notes to the Consolidated Financial Statements for the years ended 31 December 2010, 2011 and 2012

9.

Investment in subsidiaries (cont’d) Name of company (Country of incorporation and place of business) Held by Titan Offshore Equipment Pte Ltd * Fleetwinch Control Pte Ltd (Singapore) Rental and maintenance of marine equipment 60 60 60

Principal activities

Percentage of equity held by the Group 2010 2011 2012 % % %

Held by Alstonia Offshore Pte Ltd @ Radiance Offshore B.V (Netherlands) Radiance Offshore Navegacao LTDA (Brazil) Radiance Offshore Navegacao (Alagoas) LTDA (Brazil) Radiance Catico Offshore Pte Ltd (Singapore) Jointly held by Alstonia Offshore Pte Ltd and CPC Solutions Pte Ltd * CPC Crest Pte Ltd (Singapore) Ship owning, ship chartering and ship management 50 92.44 100 Ship chartering – 100 100

##

Dormant

100

100

##

Ship chartering, ship owning and ship management Ship chartering and ship owing

100

100

*

63

A-40

APPENDIX A: AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2010, 2011 AND 2012
Notes to the Consolidated Financial Statements for the years ended 31 December 2010, 2011 and 2012

9.

Investment in subsidiaries (cont’d) Name of company (Country of incorporation and place of business) Held by Strato Maritime Services Pte Ltd @ Hudson Marine Pte Ltd (Singapore) Held by Crest Subsea International Pte Ltd * CSI Offshore Pte Ltd (Singapore) Ship chartering, ship owning and ship management services Offshore subsea intervention for oil and gas industry – – 100 Ship agent and related business – – 100

Principal activities

Percentage of equity held by the Group 2010 2011 2012 % % %

*

Offshore Subsea Services (Asia Pacific) Pte Ltd (Singapore) Held by Offshore Subsea Services (Asia Pacific) Pte Ltd

80

@@

PT Subsea Offshore (Indonesia)

Offshore subsea intervention for oil and gas industry Offshore subsea intervention for oil and gas industry

95

@@

PT Marine Engineering Services (Indonesia)

95

* # ## @

Audited by Ernst & Young LLP, Singapore. Audited by Lay & Partners, Chartered Accountants, Malaysia. Audited by Ernst & Young, Brazil. Newly incorporated and not required to be audited as at 31 December 2012.

@@ Audited by Achmad, Rasyid, Hisbullah & Jerry, Registered Public Accountants, Indonesia.

A-41

APPENDIX A: AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2010, 2011 AND 2012
Notes to the Consolidated Financial Statements for the years ended 31 December 2010, 2011 and 2012

9.

Investment in subsidiaries (cont’d) During the financial year ended 31 December 2012, the Group’s subsidiary, Alstonia Offshore Pte. Ltd. acquired an additional 50% equity interest in its 50% owned joint venture, CPC Crest Pte Ltd. Consequent to the acquisition, CPC Crest Pte Ltd became a wholly-owned subsidiary of the Group. Acquisition of subsidiaries (a) Financial year ended 31 December 2012 During the financial year ended 31 December 2012, the Group’s subsidiary company, Crest Subsea International Pte Ltd acquired 80% and 95% equity interests in Offshore Subsea Services (Asia Pacific) Pte Ltd (“OSS”) and PT Marine Engineering Services (“PTMES”) respectively. The fair values of the identifiable assets and liabilities of OSS and PTMES as at the date of acquisition were: Carrying amount before combination US$ 124,361 787,471 23,286 935,118 (1,105,807) (729,023) (899,712)

Recognised on acquisition US$ Vessels, plant and equipment Trade and other receivables Cash and cash equivalents 124,361 787,471 23,286 935,118 Trade and other payables Provision for taxation Net identifiable liabilities Goodwill arising on consolidation Non-controlling interest measured at the non-controlling interest’s proportionate share of OSS’s and PTMES’s net identifiable assets Total purchase consideration The effect of acquisition on cash flows is as follows: Cash inflow on acquisition: Cost of acquisition Net cash of subsidiary acquired Net cash outflow on acquisition (1,105,807) (729,023) (899,712) 845,407

131,566 77,261

US$ 77,261 23,286 53,975

A-42

APPENDIX A: AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2010, 2011 AND 2012
Notes to the Consolidated Financial Statements for the years ended 31 December 2010, 2011 and 2012

9.

Investment in subsidiaries (cont’d) Acquisition of subsidiaries (cont’d) (a) Financial year ended 31 December 2012 (cont’d) The goodwill arising on consolidation was fully impaired as at 31 December 2012. The impairment loss of $845,407 has been recognised in the income statement under the line item “Other operating expenses”. From the date of acquisition, the acquired subsidiaries contributed US$1,813,026 of loss to the Group’s profit for the financial year ended 31 December 2012. If the acquisition had taken place at the beginning of the year, the revenue and profit for the financial year ended 31 December 2012 of the Group would have been US$131,174,450 and US$31,142,462 respectively. (b) Financial year ended 31 December 2011 As disclosed in Note 10, during the financial year ended 31 December 2011, the Group’s subsidiary company, Strato Maritime Services Pte Ltd (“SMS”) acquired an additional 58% equity interest in its 27% owned associate, Consolidated Pipe Carriers Pte Ltd (“CPC”). As the result of the acquisition of the additional 58% equity interests in CPC, CPC Crest Pte Ltd (“CPC Crest”) (jointly held by CPC and the Group’s subsidiary company, Alstonia Offshore Pte Ltd) became a subsidiary of the Group during the financial year ended 31 December 2011. The fair value of the identifiable assets and liabilities of CPC Crest as at the date of acquisition were: Carrying amount before combination US$ 28,975,640 100,371 5,461 29,081,472 (5,306,363) (13,392,069) 10,383,040

Recognised on acquisition US$ Vessels, plant and equipment Other receivables Cash and cash equivalents 28,975,640 100,371 5,461 29,081,472 Trade and other payables Loans and borrowing Net identifiable assets Negative goodwill arising on consolidation Loss on disposal of joint venture Total purchase consideration (5,306,363) (13,392,069) 10,383,040 (5,191,520) (5,191,520) –

A-43

APPENDIX A: AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2010, 2011 AND 2012
Notes to the Consolidated Financial Statements for the years ended 31 December 2010, 2011 and 2012

9.

Investment in subsidiaries (cont’d) Acquisition of subsidiaries (cont’d) (b) Financial year ended 31 December 2011 (cont’d) The effect of acquisition on cash flows is as follows: US$ Cash inflow on acquisition: Cost of acquisition Net cash of subsidiary acquired Net cash inflow on acquisition – 5,461 5,461

From the date of acquisition, the acquired subsidiary contributed US$477,975 of loss to the Group’s profit for the financial year ended 31 December 2011. If the acquisition had taken place at the beginning of the year, the revenue and loss for the financial year ended 31 December 2011 of the Group would have been US$Nil and US$564,918 respectively. (c) Financial year ended 31 December 2010 During the financial year ended 31 December 2010, the Group’s subsidiary company, Titan Offshore Equipment Pte Ltd acquired a 60% equity interest in Fleetwinch Control Pte Ltd (“Fleetwinch”). The fair values of the identifiable assets and liabilities of Fleetwinch as at the date of acquisition were: Recognised on acquisition Stocks and work-in-progress Trade and other debtors Cash and cash equivalents Creditors and accruals Net identifiable assets Goodwill arising on consolidation Total purchase consideration Cash outflow on acquisition: Cost of acquisition Net cash of subsidiary acquired Net cash outflow on acquisition 8,800 207,763 89,117 305,680 (66,903) 238,777 118,873 357,650 357,650 89,117 268,533 Carrying amount before combination 8,800 207,763 89,117 305,680 (66,903) 238,777

A-44

APPENDIX A: AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2010, 2011 AND 2012
Notes to the Consolidated Financial Statements for the years ended 31 December 2010, 2011 and 2012

9.

Investment in subsidiaries (cont’d) Acquisition of subsidiaries (cont’d) (c) Financial year ended 31 December 2010 (cont’d) From the date of acquisition, the acquired subsidiary contributed US$479,939 of losses to the Group’s profit for the financial year ended 31 December 2010. If the acquisition had taken place at the beginning of the year, the revenue and profit for the financial year ended 31 December 2010 of the Group would have been US$60,642,809 and US$17,100,515 respectively.

10.

Investment in associated companies As at 31 December 2010 US$ Unquoted equity shares, at cost Share of post-acquisition reserves 777,226 (777,226) – 2011 US$ 4,667,587 (3,729,044) 938,543 2012 US$ 5,221,287 (2,923,190) 2,298,097

The associated companies of the Group as at 31 December are as follows: Name of company (Country of incorporation and place of business) Held by Strato Maritime Services Pte Ltd * Consolidated Pipe Carriers Pte Ltd (Singapore) Held by Alstonia Offshore Pte Ltd ** PT Jawa Tirtamarin (Indonesia) Ship owning, ship chartering and ship brokering – 49 49 Integrated logistics solutions services provider

Principal activities

Percentage of equity held by the Group 2010 2011 2012 % % %

26.67

84.88

62.51

* **

Audited by Ernst & Young LLP, Singapore. Audited by Y. Santosa & Rekan, registered public accountant, Indonesia.

A-45

APPENDIX A: AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2010, 2011 AND 2012
Notes to the Consolidated Financial Statements for the years ended 31 December 2010, 2011 and 2012

10.

Investment in associated companies (cont’d) In March 2011, the Group’s subsidiary company Strato Maritime Services Pte Ltd (“SMS”) acquired an additional 58% equity interest in its 27% owned associate, Consolidated Pipe Carriers Pte Ltd (“CPC”). By virtue of a shareholder’s agreement dated 27 July 2007 between SMS and other shareholders, SMS only has significant influence over CPC and does not have control over the financial and operating policies of CPC. In this respect, CPC has been accounted for as an associate of the Group as at 31 December 2010, 2011 and 2012. As the Company has provided an undertaking to provide continuing support to CPC and its subsidiaries to meet its liabilities as and when they fall due, the Company has consequently provided for the net liabilities of CPC of $2,802,907 and $10,780,302, in excess of its interests in CPC as at 31 December 2011 and 2012 respectively. The summarised financial information of the associates, not adjusted for the proportion of ownership interest held by the Group, is as follows: As at 31 December 2010 US$ Assets and liabilities: Total assets Total liabilities 35,558,003 (37,440,556) (1,882,553) Results: Revenue (Loss)/profit for the year 54,733,653 (7,665,737) 85,750,491 3,969,544 82,494,797 (8,751,714) 42,132,398 (28,301,770) 13,830,628 62,733,309 (57,125,317) 5,607,992 2011 US$ 2012 US$

11.

Investment in joint venture companies As at 31 December 2010 US$ Unquoted equity shares, at cost Share of post-acquisition reserves 7,175,002 (1,793,140) 5,381,862 2011 US$ 25,766,091 436,555 26,202,646 2012 US$ 25,766,091 1,148,772 26,914,863

A-46

APPENDIX A: AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2010, 2011 AND 2012
Notes to the Consolidated Financial Statements for the years ended 31 December 2010, 2011 and 2012

11.

Investment in joint venture companies (cont’d) The joint venture companies of the Group as at 31 December are as follows: Name of company (Country of incorporation and place of business) Held by Strato Maritime Services Pte Ltd * CrestSA Marine & Offshore Pte Ltd (Singapore) Repair of offshore vessels, and other ocean-going vessels 40 40 40

Principal activities

Percentage of equity held by the Group 2010 2011 2012 % % %

Held by Pacific Crest Pte Ltd @ Alam Radiance (M) Sdn Bhd (Malaysia) Alam Radiance (L) Inc (Malaysia) Held by Alstonia Offshore Pte Ltd * CPC Crest Pte Ltd (Singapore) Ship owning, ship chartering and ship management Ship chartering and ship owning Ship chartering and ship owning 50 – – Ship management and ship chartering Ship chartering and ship owning 50 50 50

@

49

49

49

*

Supreme Radiance Pte Ltd (Singapore) PT Logindo Samudramakmur (Indonesia)

40

40

40

#

49

49

@ * #

Audited by Ernst & Young, Kuala Lumpur Audited by Ernst & Young LLP, Singapore Audited by Ernst & Young, Indonesia

A-47

APPENDIX A: AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2010, 2011 AND 2012
Notes to the Consolidated Financial Statements for the years ended 31 December 2010, 2011 and 2012

11.

Investment in joint venture companies (cont’d) The summarised financial information of the joint ventures, not adjusted for the proportion of ownership interest held by the Group, is as follows: As at 31 December 2010 US$ Assets and liabilities: Total assets Total liabilities 44,198,638 (34,502,852) 9,695,786 Results: Revenue (Loss)/profit for the year 2011 US$ 2012 US$

134,123,899 221,919,687 (84,458,098) (156,617,986) 49,665,801 65,301,701

69,666 (28,213)

33,781,296 8,350,496

48,818,850 15,437,370

12.

Trade receivables Trade receivables are non-interest bearing and are generally on immediate to 60 days’ terms. They are recognised at their original invoice amounts which represent their fair values on initial recognition. Receivables that are past due but not impaired The Group has trade receivables amounting to US$7,081,842, US$13,051,599 and US$20,847,884 as at 31 December 2010, 2011 and 2012 respectively, that are past due at the balance sheet date but not impaired. These receivables are unsecured and the analysis of their aging at the balance sheet date is as follows: As at 31 December 2010 US$ Trade receivables past due: Lesser than 30 days 30 to 60 days 61 to 90 days 91 to 120 days More than 120 days 3,157,631 1,587,945 850,861 500,757 984,648 7,081,842 2011 US$ 5,180,188 3,212,693 1,637,839 434,379 2,586,500 13,051,599 2012 US$ 5,922,839 8,339,960 3,016,670 1,096,626 2,471,789 20,847,884

A-48

APPENDIX A: AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2010, 2011 AND 2012
Notes to the Consolidated Financial Statements for the years ended 31 December 2010, 2011 and 2012

12.

Trade receivables (cont’d) Receivables that are impaired The Group’s trade receivables that are impaired at the balance sheet date and the movement of the allowance accounts used to record the impairment are as follows: As at 31 December 2010 US$ Trade receivables – nominal Less: Allowance for impairment 54,826 (54,826) – Movement in allowance accounts: At 1 January Written off during the year Charge for the year Write back of allowance Exchange differences At 31 December 172,919 – – (126,059) 7,966 54,826 2011 US$ 1,311,485 (1,311,485) – 54,826 – 1,311,485 (54,826) – 1,311,485 2012 US$ 1,995,925 (1,984,776) 11,149 1,311,485 (90,000) 763,291 – – 1,984,776

13.

Other receivables As at 31 December 2010 US$ Other receivables Tax recoverable Deposits Prepayments GST receivable Recoverables from suppliers Recoverables from customers Advances to staff Advance to customer Advance to supplier Accrued interest Advance to a third party Less: Allowance for impairment 46,506 192,844 196,074 178,186 379,814 – 1,727,700 151,317 1,300,000 – – – 4,172,441 (60,386) 4,112,055 2011 US$ 105,968 56,132 799,070 268,669 139,858 – 289,848 243,592 – – 2,246 – 1,905,383 (68,396) 1,836,987 2012 US$ 1,245,823 3,577 505,938 1,717,011 170,515 600 1,958,668 199,693 3,923 535,501 3,322 1,348,875 7,693,446 (1,348,875) 6,344,571

A-49

APPENDIX A: AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2010, 2011 AND 2012
Notes to the Consolidated Financial Statements for the years ended 31 December 2010, 2011 and 2012

13.

Other receivables (cont’d) As at 31 December 2010 US$ Movement in allowance accounts: At 1 January Charge for the year Written off during the year At 31 December – 60,386 – 60,386 2011 US$ 60,386 8,010 – 68,396 2012 US$ 68,396 1,348,875 (68,396) 1,348,875

14.

Amounts due from related companies As at 31 December 2010 US$ Amounts due from associated companies Amounts due from joint venture companies 158,138 24,153,793 24,311,931 Less: Allowance for impairment – 24,311,931 Movement in allowance accounts: At 1 January Charge for the year At 31 December – – – – 188,536 188,536 188,536 – 188,536 2011 US$ 1,661,279 4,104,040 5,765,319 (188,536) 5,576,783 2012 US$ 16,004,333 16,361,513 32,365,846 (188,536) 32,177,310

Amounts due from associated and joint venture companies are unsecured, interest-free and repayable upon demand, except for loans to joint venture and associated companies of US$2,535,992, US$2,590,466 and US$15,399,937 as at 31 December 2010, 2011 and 2012 respectively, which bear interest at 3% to 5%, 5% and 4.5% to 10% per annum for the financial years ended 31 December 2010, 2011 and 2012 respectively.

A-50

APPENDIX A: AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2010, 2011 AND 2012
Notes to the Consolidated Financial Statements for the years ended 31 December 2010, 2011 and 2012

15.

Cash and cash equivalents As at 31 December 2010 US$ Cash at bank Short term deposits 12,208,895 165,592 12,374,487 2011 US$ 12,537,302 1,672,398 14,209,700 2012 US$ 21,967,128 1,693,663 23,660,791

Cash and short-term deposits denominated in foreign currencies are as follows: Singapore Dollar Euro 4,901,838 14,803 3,421,383 20,030 1,981,541 80,838

The short term deposits bear interest of 0.45%, 0.45% and 0.45% per annum for the financial years ended 31 December 2010, 2011 and 2012 respectively. 16. Other payables As at 31 December 2010 US$ Current: Other payables Deposits received Advance payments from customers Amount due to director Amount due to shareholder of a subsidiary Accrued operating expenses Deferred gain on sale of vessels to joint venture and associated companies Derivative financial instruments Payables to suppliers Advance billings to customers Provision for net liabilities of CPC (1) (Note 10) Non-current: Deferred gain on sale of vessels to joint venture and associated companies 487,799 2,800,000 451,822 12,500,000 – 3,815,894 208,189 1,368,947 1,642,097 – – 23,274,748 2011 US$ 2,582,611 5,198,133 839,913 12,500,000 – 6,521,526 208,189 2,959,996 1,687,010 179,800 2,802,907 35,480,085 2012 US$ 456,484 4,168,000 382,454 12,500,000 7,340,020 12,096,868 528,084 1,261,495 1,994,076 1,700,350 8,731,596 51,159,427

3,955,589 27,230,337

3,747,400 39,227,485

9,487,808 60,647,235

A-51

APPENDIX A: AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2010, 2011 AND 2012
Notes to the Consolidated Financial Statements for the years ended 31 December 2010, 2011 and 2012

16.

Other payables (cont’d) The amount due to director and amount due to shareholder of a subsidiary are unsecured and repayable on demand. The amount due to director bears interest at 5%, 5% and 5% per annum for the financial years ended 31 December 2010, 2011 and 2012 respectively and the amount due to shareholder bears interest at 5% per annum for the financial year ended 31 December 2012.
(1) The provision for net liabilities of CPC for the Group includes the current year share of losses of CPC of $2,048,706, which has been classified as “Share of post-acquisition reserves” in investment in associated companies as disclosed in Note 10.

17.

Amounts due to related companies As at 31 December 2010 US$ Amounts due to associated companies Amounts due to joint venture companies – – – 2011 US$ 25,996 1 25,997 2012 US$ 1,487,479 20,534 1,508,013

These amounts are unsecured, interest-free and repayable on demand. 18. Loans and borrowings As at 31 December 2010 US$ Bank borrowings (Note a) Convertible loan (Note b) Less: Current portion (Bank borrowings) Loans and borrowings (non-current portion) 222,536,383 – (51,208,007) 171,328,376 2011 US$ 269,736,366 5,000,000 (53,407,245) 221,329,121 2012 US$ 264,214,939 15,000,000 (54,457,759) 224,757,180

A-52

APPENDIX A: AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2010, 2011 AND 2012
Notes to the Consolidated Financial Statements for the years ended 31 December 2010, 2011 and 2012

18.

Loans and borrowings (cont’d) (a) Bank borrowings are secured by: – first legal mortgages over the vessels of the Group, with net book values of US$189,545,164, US$389,327,832 and US$364,344,813 as at 31 December 2010, 2011 and 2012 respectively; a right to take assignment of charter earnings and insurance policies of the mortgaged vessels; legal assignment of all rights and benefits of the related shipbuilding contracts between the Group and the related shipbuilders and any subsequent variations; personal guarantees of a director of the Company; and corporate guarantees from the Company.

– –

Bank borrowings are repayable between 36 to 80 monthly instalments and bear interest. The weighted average interest rate on the bank borrowings is approximately 2.43%, 2.58% and 2.86% per annum as at 31 December 2010, 2011 and 2012 respectively. (b) Convertible loan The Company entered into a convertible loan agreement with certain investors dated 31 January 2011, pursuant to which the investors agreed to advance an aggregate sum of a minimum of US$10,000,000 and a maximum of US$15,000,000 to the Company. This convertible loan is secured by a personal guarantee by a director. The terms of the zero-coupon convertible loan shall commence from the first drawdown date and expire on 25 April 2014 or such later date as may be agreed between the parties. In the event of a listing on an appropriate stock exchange the investors are entitled to convert the convertible loan into a stipulated number of shares in the issued share capital of the Company (the “Conversion Shares”) at any time after the date of approval by relevant authorities for the listing of the Company on a selected exchange but before the registration of the prospectus with the relevant authorities, at a pre-determined discount equivalent to 10% per annum returns on the convertible loan. In the event that the loan is not converted into conversion shares, the investors are entitled to redeem the convertible loan and all interest accrued thereon at 10% per annum from the drawn down date for cash. As of 31 December 2011 and 2012, no amounts of the convertible loan have been converted to shares or repaid to the investors.

A-53

APPENDIX A: AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2010, 2011 AND 2012
Notes to the Consolidated Financial Statements for the years ended 31 December 2010, 2011 and 2012

19.

Finance lease obligations The Group has finance leases for motor vehicles. There are no restrictions placed upon the Group by entering into the leases. The weighted average effective interest rate implicit in the leases is about 5.65%, 5.66% and 5.69% per annum as at 31 December 2010, 2011 and 2012 respectively. Future minimum lease payments under finance leases together with the present value of the net minimum lease payments are as follows:
2010 Minimum lease payments US$ Not later than one year Later than one year but not later than five years Total minimum lease payments Less: Amount representing finance charges Present value of minimum lease payments 132,381 225,953 Present value of payments US$ 115,978 208,821 2011 Minimum lease payments US$ 133,644 107,744 Present value of payments US$ 102,195 98,054 2012 Minimum lease payments US$ 114,273 – Present value of payments US$ 100,555 –

358,334

324,799

241,388

200,249

114,273

100,555

(33,535)

(41,139)

(13,718)

324,799

324,799

200,249

200,249

100,555

100,555

20.

Share capital
As at 31 December 2010 No. of shares Issued and fully paid ordinary shares: Balance at the beginning of the year Issuance of ordinary shares Balance at end of the year 50,000,000 – 31,773,696 – 50,000,000 – 31,773,696 – 50,000,000 116,196 31,773,696 312,308 US$ No. of shares 2011 US$ No. of shares 2012 US$

50,000,000

31,773,696

50,000,000

31,773,696

50,116,196

32,086,004

The holders of ordinary shares are entitled to receive dividends as and when declared by the Company. All ordinary shares carry one vote per share without restriction. The ordinary shares have no par value. A-54

APPENDIX A: AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2010, 2011 AND 2012
Notes to the Consolidated Financial Statements for the years ended 31 December 2010, 2011 and 2012

21.

Other reserves (a) Foreign currency translation reserve The foreign currency translation reserve represents exchange differences arising from the translation of the financial statements of foreign operations whose functional currencies are different from that of the Group’s presentation currency. As at 31 December 2010 US$ At 1 January Net effect of exchange differences arising from translation of financial statements At 31 December (b) (8,860) 2011 US$ 12,317 2012 US$ (64,897)

21,177 12,317

(77,214) (64,897)

(678,407) (743,304)

Fair value reserve Fair value reserve records the cumulative fair value changes of the portion of the fair value changes (net of tax) on derivative financial instruments designated as hedging instruments in cash flow hedges that are determined to be effective hedges.

(c)

Capital reserve Capital reserve represents: (i) (ii) Bargain purchase on acquisition of non-controlling interests. The excess of the Group’s investment in associated company CPC, arising from the elimination of CPC’s investment in a Group subsidiary, CPC Crest Pte Ltd (“CPC Crest”). As disclosed in Note 9, CPC Crest is jointly held by Alstonia Pte Ltd and CPC Solutions Pte Ltd. As CPC is accounted for as an associate of the Group, CPC’s investment in CPC Crest is eliminated against the Group’s cost of investment in CPC. Where the elimination of investment in CPC Crest is in excess of the Group’s investment in CPC, the excess is recognised under capital reserve.

A-55

APPENDIX A: AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2010, 2011 AND 2012
Notes to the Consolidated Financial Statements for the years ended 31 December 2010, 2011 and 2012

21.

Other reserves (cont’d) (c) Capital reserve (cont’d) As at 31 December 2010 US$ At 1 January Arising from elimination of CPC’s investment in CPC Crest Arising from reversal of reserve created in the prior year following the Group’s acquisition of CPC’s investment in CPC Crest Bargain purchase on acquisition of non-controlling interests At 31 December – – 2011 US$ – 3,142,813 2012 US$ 3,142,813 –

– – –

– – 3,142,813

(3,142,813) 129,720 129,720

22.

Related party transactions In addition to the related party information shown elsewhere in the financial statements, the following related party transactions were entered into between the Group and its related parties on terms agreed between the parties: As at 31 December 2010 US$ Income Charter hire income Interest income Ship management fee Gain on sale of vessels Expense Charter hire expense Interest expense Ship management fee 72,743 – – 135,822 879,266 – 1,608,206 625,000 206,933 200,183 – 14,800 6,118,728 3,850,066 1,359,753 54,009 – 9,109,978 718,673 748,369 15,903,193 2011 US$ 2012 US$

A-56

APPENDIX A: AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2010, 2011 AND 2012
Notes to the Consolidated Financial Statements for the years ended 31 December 2010, 2011 and 2012

23.

Commitments (a) Capital commitments Capital expenditure contracted for as at the balance sheet date but not recognised in the financial statements are as follows: As at 31 December 2010 US$ Capital commitment in respect of purchase of vessels (b) 69,844,210 2011 US$ 15,785,353 2012 US$ 235,352,000

Operating lease commitments – as lessee Rental expense (principally for offices) was US$807,795, US$893,423 and US$1,099,548 for the years ended 31 December 2010, 2011 and 2012 respectively. Future minimum rental payable under non-cancellable operating leases (excluding land use rights) at the balance sheet date are as follows: As at 31 December 2010 US$ Not later than one year Later than one year but not later than five years 837,396 790,429 2011 US$ 901,424 415,398 2012 US$ 1,069,473 –

24.

Financial risk management objectives and policies The Group is exposed to financial risks arising from its operations and the use of financial instruments. The key financial risks include credit risk, liquidity risk, interest rate risk and foreign currency risk. The Board of Directors reviews and agrees policies and procedures for the management of these risks.

A-57

APPENDIX A: AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2010, 2011 AND 2012
Notes to the Consolidated Financial Statements for the years ended 31 December 2010, 2011 and 2012

24.

Financial risk management objectives and policies (cont’d) The following sections provide details regarding the Group’s exposure to the abovementioned financial risks and the objectives, policies and processes for the management of these risks. (a) Credit risk Credit risk is the risk of loss that may arise on outstanding financial instruments should a counterparty default on its obligations. The carrying amount of trade receivables, other receivables, and cash and bank balances represent the Company’s maximum exposure to credit risk. No other financial assets carry a significant exposure to credit risk. The Group minimises credit risk by trading with recognised and credit worthy third parties. The Group’s objective is to seek continuous revenue growth while minimising losses incurred due to increased credit risk exposure. It is the Group’s policy that all customers who trade on credit terms are subject to credit verification procedures. In addition, receivable balances are monitored on an ongoing basis. Credit risk concentration profile The Group determines concentrations of credit risk by monitoring the ageing profile of its 5 major customers. Approximately 44%, 47% and 60% of the Group’s trade receivables as at 31 December 2010, 2011 and 2012 respectively of the Group’s trade receivables were due from 5 major customers.
60 to 90 days US$

US$ 2012 Top 5 customers 2011 Top 5 customers 2010 Top 5 customers 7,029,846 10,323,159 18,330,192

Current US$

< 60 days US$

> 90 days US$

5,547,280

8,365,953

2,426,753

1,990,206

3,782,575

5,047,660

935,374

557,550

3,152,049

2,613,901

261,218

1,002,678

(b)

Liquidity risk Liquidity risk is the risk that the Group will encounter difficulty in meeting financial obligations due to shortage of funds. The Group’s exposure to liquidity risk arises primarily from mismatches of the maturities of financial assets and liabilities. The Group’s objective is to maintain a balance between continuity of funding through the use of committed facilities. A-58

APPENDIX A: AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2010, 2011 AND 2012
Notes to the Consolidated Financial Statements for the years ended 31 December 2010, 2011 and 2012

24.

Financial risk management objectives and policies (cont’d) (b) Liquidity risk (cont’d) The Group has sufficient liquid funds sourced mainly from its holding company and credit facilities with its existing banks. The structure of its time charter contracts with customers requires revenue to be payable in advance or at the commencement of the contract, generating long-term streams of cash inflows. These mitigate the liquidity risk of the Group. Analysis of financial instruments by remaining contractual maturities The table below summarises the maturity profile of the Group’s financial assets and liabilities at the end of the reporting period based on contractual undiscounted repayment obligations. One year or less US$ Group 2012 Financial assets: Trade and other receivables Amounts due from related companies Cash and cash equivalents Total undiscounted financial assets Financial liabilities: Trade and other payables Amounts due to related companies Loans and borrowings Finance lease obligations Total undiscounted financial liabilities Total net undiscounted financial liabilities One to five years US$

Total US$

34,798,041 32,177,310 23,660,791 90,636,142

– – – –

34,798,041 32,177,310 23,660,791 90,636,142

42,623,656 1,508,013 56,024,483 114,273 100,270,425

– – 231,924,258 – 231,924,258

42,623,656 1,508,013 287,948,741 114,273 332,194,683

(9,634,283) (231,924,258) (241,558,541)

A-59

APPENDIX A: AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2010, 2011 AND 2012
Notes to the Consolidated Financial Statements for the years ended 31 December 2010, 2011 and 2012

24.

Financial risk management objectives and policies (cont’d) (b) Liquidity risk (cont’d) One year or less US$ Group 2011 Financial assets: Trade and other receivables Amounts due from related companies Cash and cash equivalents Total undiscounted financial assets Financial liabilities: Trade and other payables Amounts due to related companies Loans and borrowings Finance lease obligations Total undiscounted financial liabilities Total net undiscounted financial liabilities Group 2010 Financial assets: Trade and other receivables Amounts due from related companies Cash and cash equivalents Total undiscounted financial assets Financial liabilities: Trade and other payables Loans and borrowings Finance lease obligations Total undiscounted financial liabilities Total net undiscounted financial liabilities One to five years US$

Total US$

23,689,996 5,576,783 14,209,700 43,476,479

– – – –

23,689,996 5,576,783 14,209,700 43,476,479

32,836,629 25,997 68,895,615 133,644 101,891,885

– – 283,738,367 107,744 283,846,111

32,836,629 25,997 352,633,982 241,388 385,737,996

(58,415,406) (283,846,111) (342,261,517)

18,695,578 24,311,931 12,374,487 55,381,996

– – – –

18,695,578 24,311,931 12,374,487 55,381,996

25,595,938 53,989,676 132,381 79,717,995

– 176,250,689 225,953 176,476,642

25,595,938 230,240,365 358,334 256,194,637

(24,335,999) (176,476,642) (200,812,641)

A-60

APPENDIX A: AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2010, 2011 AND 2012
Notes to the Consolidated Financial Statements for the years ended 31 December 2010, 2011 and 2012

24.

Financial risk management objectives and policies (cont’d) (c) Interest rate risk Interest rate risk is the risk that the future cash flows of the Group’s financial instruments will fluctuate because of changes in market interest rates. The Group’s exposure to interest rate risk arises primarily from their bank borrowings. To manage interest rate fluctuations, the Group enters into interest rate swaps. Sensitivity analysis for interest rate risk At the balance sheet date, if USD interest rates had been 75 basis points lower/higher with all other variables held constant, the Group’s profit net of tax would have been US$1,511,213, US$1,864,773 and US$2,077,317 higher/lower for the financial years ended 31 December 2010, 2011 and 2012 respectively, arising mainly as a result of lower/higher interest expense on floating rate loans and borrowings. (d) Foreign currency risk The Group does not have any significant exposure to foreign exchange movements as a large portion of its receivables, payables and cash balances are denominated in United States dollars. However in 2010, 2011 and 2012, the Group has transactional currency exposures arising from the construction of vessels in the PRC. The cost of construction will increase should the RMB appreciate against the USD. The Group uses forward currency contracts to hedge such currency exposures.

25.

Fair values of financial instruments The fair values of financial instruments is the amount at which the instrument could be exchanged or settled between knowledgeable and willing parties in an arm’s length transaction, other than in a forced or liquidation sale. (i) Financial instruments whose carrying amounts approximate fair value The carrying amounts of cash and cash equivalents, trade and other receivables, trade and other payables approximate their fair values because these are short-term in nature.

A-61

APPENDIX A: AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2010, 2011 AND 2012
Notes to the Consolidated Financial Statements for the years ended 31 December 2010, 2011 and 2012

25.

Fair values of financial instruments (cont’d) (ii) Forward currency and interest rate contracts As at 31 December 2010, 2011 and 2012, the contractual amounts and the fair value of the Group’s outstanding forward currency and interest rate contracts are:
2010 Notional Amount US$ Group Forward currency contracts Interest rate swaps 3,550,000 45,098,331 630,372 4,250,000 (2,066,512) 5,000,000 1,814,582 730,857 Adjustments to fair value US$ Notional Amount US$ 2011 Adjustments to fair value US$ Notional Amount US$ 2012 Adjustments to fair value US$

(1,999,319) 59,691,660

(930,067) 49,811,656

Fair value hierarchy The Group classifies fair value measurement using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels: • Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and Level 3 – Inputs for the asset or liability that are not based on observable market data (unobservable inputs).

Determination of fair value The fair value of forward currency and interest rate contracts are classified as Level 2. The fair value of forward currency contracts is calculated by reference to current forward exchange rates for contracts with similar maturity profiles. The fair value of interest rate contracts is determined by reference to valuation reports provided by counterparties.

A-62

APPENDIX A: AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2010, 2011 AND 2012
Notes to the Consolidated Financial Statements for the years ended 31 December 2010, 2011 and 2012

25.

Fair values of financial instruments (cont’d) (iii) Other financial instruments The carrying amount of bank borrowings and finance lease obligations approximates fair values as they bear market interest rates which are revised at regular intervals and are estimated based on the expected cash flows discounted to present value. Set out below is a comparison by category of the carrying amount of all the Group’s financial instruments that are carried in the financial statements. Loans and receivables US$ Non-financial assets US$

Group 2012 Assets Vessels, plant and equipment Investment in joint venture companies Investment in associated companies Club memberships Work-in-progress Inventories Trade receivables Other receivables Amounts due from related companies Cash and cash equivalents

Total US$

– – – – – – 30,709,905 4,088,136 32,177,310 23,660,791 90,636,142

445,829,490 26,914,863 2,298,097 325,269 1,682,170 421,649 – 2,256,435 – – 479,727,973

445,829,490 26,914,863 2,298,097 325,269 1,682,170 421,649 30,709,905 6,344,571 32,177,310 23,660,791 570,364,115

A-63

APPENDIX A: AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2010, 2011 AND 2012
Notes to the Consolidated Financial Statements for the years ended 31 December 2010, 2011 and 2012

25.

Fair values of financial instruments (cont’d) (iii) Other financial instruments (cont’d) Loans and receivables US$ Non-financial assets US$

Group 2011 Assets Vessels, plant and equipment Investment in associate company Investment in joint venture companies Club memberships Work-in-progress Inventories Trade receivables Other receivables Amounts due from related companies Cash and cash equivalents

Total US$

– – – – – – 22,121,678 1,568,318 5,576,783 14,209,700 43,476,479

442,694,097 938,543 26,202,646 307,636 699,966 465,275 – 268,669 – – 471,576,832

442,694,097 938,543 26,202,646 307,636 699,966 465,275 22,121,678 1,836,987 5,576,783 14,209,700 515,053,311

Group 2010 Assets Vessels, plant and equipment Investment in joint venture companies Work-in-progress Inventories Trade receivables Other receivables Amounts due to related companies Cash and cash equivalents – – – – 16,061,709 2,633,869 24,311,931 12,374,487 55,381,996 362,262,888 5,381,862 1,862,654 117,964 – 1,478,186 – – 371,103,554 362,262,888 5,381,862 1,862,654 117,964 16,061,709 4,112,055 24,311,931 12,374,487 426,485,550

A-64

APPENDIX A: AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2010, 2011 AND 2012
Notes to the Consolidated Financial Statements for the years ended 31 December 2010, 2011 and 2012

25.

Fair values of financial instruments (cont’d) (iii) Other financial instruments (cont’d) Liabilities at Non-financial amortised cost Derivatives liabilities US$ US$ US$ Group 2012 Liabilities Trade payables Other payables Amounts due to related companies Loans and borrowings Provision for taxation Finance lease obligations 6,974,713 34,387,448 1,508,013 279,214,939 – 100,555 322,185,668 Group 2011 Liabilities Trade payables Other payables Amounts due to related companies Loans and borrowings Provision for taxation Finance lease obligations 6,585,486 23,291,147 25,997 274,736,366 – 200,249 304,839,245 – 2,959,996 – – – – 2,959,996 – 12,976,342 – – 18,194,755 – 31,171,097 6,585,486 39,227,485 25,997 274,736,366 18,194,755 200,249 338,970,338 – 1,261,495 – – – – 1,261,495 – 24,998,292 – – 15,545,264 – 40,543,556 6,974,713 60,647,235 1,508,013 279,214,939 15,545,264 100,555 363,990,719

Total US$

A-65

APPENDIX A: AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2010, 2011 AND 2012
Notes to the Consolidated Financial Statements for the years ended 31 December 2010, 2011 and 2012

25.

Fair values of financial instruments (cont’d) (iii) Other financial instruments (cont’d) Liabilities at Non-financial amortised cost Derivatives liabilities US$ US$ US$ Group 2010 Liabilities Trade payables Other payables Loans and borrowings Provision for taxation Finance lease obligations 5,781,201 18,445,790 222,536,383 – 324,799 247,088,173 – 1,368,947 – – – 1,368,947 – 7,415,600 – 16,860,693 – 24,276,293 5,781,201 27,230,337 222,536,383 16,860,693 324,799 272,733,413

Total US$

26.

Capital management The primary objective of the Group’s capital management is to ensure it maintains a strong credit rating and healthy capital ratios in order to support its business, maximise shareholder value and fulfil its financing commitments. The Group manages its capital structure and makes adjustments to it, in light of changes in economic conditions, to maintain or adjust the capital structure. The Group may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. No changes were made in the objectives, policies or processes during the year ended 31 December 2010, 2011 and 2012.

27.

Segment information For management purposes, the Group is organised into three main operating business divisions: I. The offshore support services business is mainly engaged in the owning, managing, chartering and the operating of offshore vessels serving the offshore oil and gas industry; The subsea business is mainly engaged in the owning, chartering and operating of saturation dive support vessels, and offers a range of subsea inspection, repair and maintenance services, light construction services and rapid intervention services; and A-66

II.

APPENDIX A: AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2010, 2011 AND 2012
Notes to the Consolidated Financial Statements for the years ended 31 December 2010, 2011 and 2012

27.

Segment information (cont’d) III. The complementary business comprises the Marine Equipment and Project Logistics division. This complementary division is mainly engaged in the supply, sale and maintenance of various kinds of deck equipment, such as winches and cranes.

Except as indicated above, no operating segments have been aggregated to form the above reportable operating segments. Management monitors the operating results of its business units separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on profit from operations. Inter-segment pricing, if any, is determined on an arm’s length basis. In presenting geographical information, segment revenue is based on the location in which the services are performed. Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis.
Offshore Support Services Business US$ 2010 Revenue: External customers Results: Interest income Interest expense Depreciation and amortisation Share of results of associated companies Share of results of joint venture companies Other non-cash expenses (Note A) Segment profit/(loss) Assets: Investment in joint venture companies Additions to non-current assets Segment assets Segment liabilities 32,523 (6,659,446) (13,852,164) – (78,140) (13,420) 21,304,577 – 138 (25,331) – – – (1,572,003) 364 – (43,662) (978,350) – (87,914) (1,475,209) 32,887 (6,659,308) (13,921,157) (978,350) (78,140) (101,334) 18,257,365 56,942,842 – 2,855,543 59,798,385 Per consolidated financial statements US$

Subsea Business US$

Complementary Business US$

5,381,862 107,071,859 418,955,817 269,508,279

– 23,508,086 2,547,254 686,491

– 205,375 4,982,479 2,538,643

5,381,862 130,785,320 426,485,550 272,733,413

A-67

APPENDIX A: AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2010, 2011 AND 2012
Notes to the Consolidated Financial Statements for the years ended 31 December 2010, 2011 and 2012

27.

Segment information (cont’d)
Offshore Support Services Business US$ 2011 Revenue: External customers Results: Interest income Interest expense Depreciation and amortisation Share of results of associated companies Share of results of joint venture companies Other non-cash expenses (Note A) Segment profit/(loss) Assets: Investment in associates Investment in joint ventures Additions to non-current assets Segment assets Segment liabilities 938,543 26,202,646 94,293,098 510,588,486 332,166,014 – – 18,711,886 1,353,932 2,570,131 – – 85,991 3,110,893 4,234,193 938,543 26,202,646 113,090,975 515,053,311 338,970,338 1,358,440 (9,966,493) (14,133,458) 348,182 2,410,835 (644,508) 21,740,685 – (230,945) (2,914,981) – – (285,687) 570,610 16,620 (16,880) (94,736) (4,244,540) (31,090) (111,220) (3,689,746) 1,375,060 (10,214,318) (17,143,175) (3,896,358) 2,379,745 (1,041,415) 18,621,549 79,087,632 11,431,436 4,554,916 95,073,984 Per consolidated financial statements US$

Subsea Business US$

Complementary Business US$

A-68

APPENDIX A: AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2010, 2011 AND 2012
Notes to the Consolidated Financial Statements for the years ended 31 December 2010, 2011 and 2012

27.

Segment information (cont’d)
Offshore Support Services Business US$ 2012 Revenue: External customers Results: Interest income Interest expense Depreciation and amortisation Share of results of associated companies Share of results of joint venture companies Other non-cash expenses (Note A) Segment profit/(loss) Assets: Investment in associates Investment in joint ventures Additions to non-current assets Segment assets Segment liabilities
A.

Subsea Business US$

Complementary Business US$

Per consolidated financial statements US$

109,874,310

17,441,127

3,516,601

130,832,038

639,275 (11,089,340) (18,599,470) 2,770,167 7,967,828 (534,140) 43,292,353

84,807 (351,466) (5,376,809) – – (2,411,335) (6,849,328)

17,219 (17,261) (60,065) (7,977,397) – (12,068) (7,806,900)

741,301 (11,458,067) (24,036,344) (5,207,230) 7,967,828 (2,957,543) 28,636,125

2,298,097 26,914,863 70,507,829 449,935,875 330,871,400

– – 3,875,055 114,591,459 21,114,162

– – 100,813 5,836,781 12,005,157

2,298,097 26,914,863 74,483,697 570,364,115 363,990,719

Other non-cash expenses consist of inventories written-down, provisions, and impairment of financial assets as presented in the respective notes to the financial statements.

A-69

APPENDIX A: AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2010, 2011 AND 2012
Notes to the Consolidated Financial Statements for the years ended 31 December 2010, 2011 and 2012

27.

Segment information (cont’d) Geographical information Revenue is based on the geographical location in which the services are performed. Non-current assets are based on the geographical location of the entity:
Revenues 2011 US$ 81,163,957 4,879,516 9,030,511 – Non-current assets 2012 2010 2011 2012 US$ US$ US$ US$ 95,278,859 367,644,750 466,628,212 471,297,811 24,151,280 – – – 8,445,146 – – – 2,956,753 – 3,514,710 4,069,908

Asia Africa Australia South America

2010 US$ 57,861,185 1,937,200 – – 59,798,385

95,073,984 130,832,038 367,644,750 470,142,922 475,367,719

Non-current assets information presented above consists of vessels, plant and equipment, investment in associated companies, joint venture companies and club memberships as presented in the consolidated balance sheet. Information about major customers Revenue from 2 major customers amounting to USD17,503,393, US$22,344,726 and US$28,907,348 for the financial years ended 31 December 2010, 2011 and 2012 respectively arose from sales by the Offshore Support Services Business. 28. Subsequent events On 8 January 2013, the Group’s subsidiary company, Alstonia Offshore Pte Ltd (“Alstonia”) incorporated a wholly owned subsidiary, Radiance Offshore Australia Pty Ltd and subscribed for 100 shares in this subsidiary for a total consideration of A$100. On 22 April 2013, the Group’s subsidiary company, CPC Crest Pte Ltd changed its name to Pacific Offshore Pte. Ltd. On 25 April 2013, the Group’s subsidiary company, Strato Maritime Services Pte Ltd acquired an additional 37.49% equity interest in its 62.51% owned associate, Consolidated Pipe Carriers Pte Ltd (“CPC”). Consequent to the acquisition, CPC became a wholly owned subsidiary of the Group. Subsequently in July 2013, CPC disposed its entire interest in two of its subsidiaries, CPC Do Brasil Serivcos De Logistica Ltda and Consolidated Pipe Carriers Limited (Bahamas).

A-70

APPENDIX A: AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2010, 2011 AND 2012
Notes to the Consolidated Financial Statements for the years ended 31 December 2010, 2011 and 2012

28.

Subsequent events (cont’d) On 13 May 2013, Alstonia subscribed for 1 ordinary share in a wholly-owned subsidiary, Envestra Investments Ltd (“Envestra”) for US$1. On 20 May 2013, the share capital of the Company increased from 50,116,196 shares to 50,234,540 shares by way of an allotment of ordinary shares at S$3.38 per share to two of their shareholders. On 23 May 2013, Envestra subscribed for 1 share in CA Offshore Investment Inc. (“CA Offshore”) for US$400. CA Offshore is a 50% owned joint venture company of Envestra. On 15 July 2013, the Company declared an interim dividend of US 14.19 cents per ordinary share, amounting to US$7,130,000. The dividend was paid on 31 July 2013. In July 2013, the Group’s subsidiary company, Consolidated Pipe Carriers Pte Ltd (“CPC”) disposed its entire interest in two of its subsidiaries, CPC Do Brasil Serivcos De Logistica Ltda and Consolidated Pipe Carriers Limited (Bahamas). On 10 July 2013, the Group’s subsidiary companies, Alstonia Offshore Pte. Ltd. (“Alstonia”) and Radiance Offshore B.V. (“ROBV”) incorporated a wholly-owned subsidiary, Pacific Radiance (East Africa) Lda and subscribed for 99% and 1% of the shares in this subsidiary respectively for a total consideration of MTn15,000. On 16 October 2013, the Group’s subsidiary company, Strato Maritime Services Pte. Ltd. (“Strato”) transferred its entire interest in CPC and CrestSA Marine & Offshore Pte. Ltd. to the Group’s wholly-owned subsidiaries, Crest Logistics Pte. Ltd. and Crest Shipyard Pte. Ltd. respectively.

29.

Authorisation for issue of financial statements The consolidated financial statements for the years ended 31 December 2010, 2011 and 2012 were authorised for issue in accordance with a resolution of the directors on 28 October 2013.

A-71

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APPENDIX B: UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2013

Unaudited Interim Consolidated Financial Statements of Pacific Radiance Ltd. and its Subsidiaries

For the Six Months Ended 30 June 2013

B-1

APPENDIX B: UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2013
Statement by Directors

We, Pang Yoke Min and Mok Weng Vai, being two of the directors of Pacific Radiance Ltd., do hereby state that, in the opinion of the Directors, (i) the accompanying unaudited interim consolidated financial statements together with notes thereto are drawn up so as to present fairly, in all material respects, the state of affairs of the Group as at 30 June 2013 and the results of the business, changes in equity and cash flows of the Group for the six-month period ended on that date, and at the date of this statement, there are reasonable grounds to believe that the Group will be able to pay its debts as and when they are due.

(ii)

On behalf of the Board of Directors,

Pang Yoke Min Director

Mok Weng Vai Director

28 October 2013

B-2

APPENDIX B: UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2013
Independent Auditors’ Report on Review of Interim Consolidated Financial Statements of Pacific Radiance Ltd. and its Subsidiaries for the Six Months ended 30 June 2013 28 October 2013 The Board of Directors Pacific Radiance Ltd. 15 Pandan Road Singapore 609263 Dear Sirs, Introduction We have reviewed the accompanying interim consolidated balance sheet of Pacific Radiance Ltd. (the “Company”) and its subsidiaries (collectively, the “Group”) as at 30 June 2013 and the related interim consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated cash flow statement of the Group for the six-month period then ended, and a summary of significant accounting policies and other explanatory notes. Management is responsible for the preparation and fair presentation of these interim consolidated financial statements in accordance with Singapore Financial Reporting Standard FRS 34 Interim Financial Reporting . Our responsibility is to express a conclusion on these interim consolidated financial statements based on our review. Scope of Review We conducted our review in accordance with Singapore Standard on Review Engagements 2410 Review of Interim Financial Information Performed by the Independent Auditor of the Entity . A review of interim consolidated financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Singapore Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. Conclusion Based on our review, nothing has come to our attention that causes us to believe that the accompanying interim consolidated financial statements do not present fairly, in all material respects, the financial position of the Group as at 30 June 2013, and of its financial performance and its cash flows and changes in equity for the six-month period then ended in accordance with FRS 34. Other Matters This Report has been prepared for inclusion in Prospectus of Pacific Radiance Ltd. dated 28 October 2013 in connection with the proposed listing of the Company’s shares on the Singapore Exchange Securities Trading Limited.

Ernst & Young LLP Public Accountants and Chartered Accountants Singapore Partner-in-charge: Max Loh Khum Whai

B-3

APPENDIX B: UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2013
Interim Consolidated Statement of Comprehensive Income For the Six Months ended 30 June 2013

Note Revenue Cost of sales Gross profit Other operating income General and administrative expenses Other operating (expenses)/gain Finance costs Share of results of associated companies Share of results of joint venture companies Profit before taxation Taxation Profit for the period Other comprehensive income: Foreign exchange translation Other comprehensive income for the period, net of tax Total comprehensive income for the period Profit for the period attributable to: Equity holders of the parent Non-controlling interests 6 7 5 4 3

Unaudited 1 January 2013 to 30 June 2013 US$ 77,647,214 (52,907,714) 24,739,500 18,164,642 (12,834,519) (2,703,486) (6,203,820) 2,310,171 6,165,054 29,637,542 (51,851) 29,585,691

Unaudited 1 January 2012 to 30 June 2012 US$ 63,229,172 (50,184,281) 13,044,891 4,339,277 (8,053,055) 266,303 (5,881,619) 3,638,363 3,277,103 10,631,263 (189,168) 10,442,095

(913,745) (913,745) 28,671,946

(316,010) (316,010) 10,126,085

29,836,509 (250,818) 29,585,691

10,682,283 (240,188) 10,442,095

Total comprehensive income attributable to: Equity holders of the parent Non-controlling interests 28,945,641 (273,695) 28,671,946 10,393,239 (267,154) 10,126,085

The accompanying accounting policies and explanatory notes form an integral part of the financial statements. B-4

APPENDIX B: UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2013
Interim Consolidated Balance Sheet as at 30 June 2013

Note ASSETS Non-current assets Vessels, plant and equipment Investment in associated companies Investment in joint venture companies Intangible assets Current assets Inventories Work-in-progress Trade receivables Other receivables Amounts due from related companies Cash and cash equivalents Total assets EQUITY AND LIABILITIES Current liabilities Trade payables Other payables Amounts due to related companies Loans and borrowings Provision for taxation Finance lease obligations Non-current liabilities Other payables Loans and borrowings Total liabilities Net assets Equity attributable to equity holders of the Company Share capital Retained earnings Foreign exchange translation reserve Capital reserve Non-controlling interests Total equity

Unaudited 30 June 2013 US$ 467,057,102 4,148,444 32,890,333 345,444 504,441,323 577,632 2,730,724 36,549,570 11,836,569 16,389,810 34,637,209 102,721,514 607,162,837

Audited 31 December 2012 US$ 445,829,490 2,298,097 26,914,863 325,269 475,367,719 421,649 1,682,170 30,709,905 6,344,571 32,177,310 23,660,791 94,996,396 570,364,115

8 10 11

12 13 14 15

16 17 18 19

17,270,039 38,157,814 851,217 69,728,078 15,365,843 36,063 141,409,054

6,974,713 51,159,427 1,508,013 54,457,759 15,545,264 100,555 129,745,731 9,487,808 224,757,180 234,244,988 363,990,719 206,373,396

16 18

9,223,766 221,161,874 230,385,640 371,794,694 235,368,143

20 21 21

32,408,805 202,963,049 (1,634,172) 129,720 233,867,402 1,500,741 235,368,143

32,086,004 173,126,540 (743,304) 129,720 204,598,960 1,774,436 206,373,396

The accompanying accounting policies and explanatory notes form an integral part of the financial statements. B-5

APPENDIX B: UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2013

Interim Consolidated Statement of Changes in Equity For the Six Months ended 30 June 2013

Attributable to equity holders of the Group

Note

Share capital US$ Total US$

Retained earnings US$

Other reserves US$

Noncontrolling interests US$

Total equity US$

Unaudited 32,086,004 322,801 – 29,836,509 – – – 173,126,540 (613,584) 204,598,960 322,801 29,836,509 1,774,436 – (250,818) 206,373,396 322,801 29,585,691

At 1 January 2013

B-6 – – 32,408,805 29,836,509 202,963,049 –

Issuance of ordinary shares, representing contributions by owners

Profit for the period

Other comprehensive income: (890,868) (890,868) (1,504,452) (890,868) 28,945,641 233,867,402 (22,877) (273,695) 1,500,741 (913,745) 28,671,946 235,368,143

– Foreign exchange translation

Total comprehensive income for the period

Balance at 30 June 2013

APPENDIX B: UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2013

Interim Consolidated Statement of Changes in Equity For the Six Months ended 30 June 2012

Attributable to equity holders of the Group

Note

Share capital US$ Total US$ 31,773,696 312,308 – – – – 10,682,283 10,682,283 – – – (289,044) (289,044) 140,953,151 3,077,916

Retained earnings US$

Other reserves US$

Noncontrolling interests US$ 278,210 312,308 –

Total equity US$ 176,082,973 312,308

Unaudited At 1 January 2012 Issuance of ordinary shares, representing contributions by owners

175,804,763

B-7 – – – 32,086,004 – – – 151,635,434

10,682,283 (289,044) 10,393,239

(240,188) (26,966) (267,154)

10,442,095 (316,010) 10,126,085

Profit for the period Other comprehensive income: – Foreign exchange translation Total comprehensive income for the period Changes in ownership interests in subsidiaries

– Proceeds from issue of new shares by a subsidiary – Acquisition of subsidiaries Total changes in ownership interests in subsidiaries

– – – 2,788,872

– – – 186,510,310

1,850,000 (110,486) 1,739,514 1,750,570

1,850,000 (110,486) 1,739,514 188,260,880

Balance at 30 June 2012

The accompanying accounting policies and explanatory notes form an integral part of the financial statements.

APPENDIX B: UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2013
Interim Consolidated Cash Flow Statement For the Six Months ended 30 June 2013

Note Cash flows from operating activities: Profit before taxation Adjustments for: Depreciation of vessels, plant and equipment Debts waived by previous shareholder of a subsidiary Interest expense Interest income Share of results of associated companies Share of results of joint venture companies Gain on sale of vessels, plant and equipment Impairment of doubtful trade receivables, net Net fair value gain on derivative financial instruments Impairment of goodwill Provision for net liabilities of CPC written-back Provision for litigation claim Net loss on acquisition of a subsidiary Exchange differences Operating cash flows before changes in working capital Increase in receivables Decrease/(increase) in amounts due from/to related companies Decrease/(increase) in inventories Increase in work-in-progress (Decrease)/increase in payables Cash generated from operations Income tax paid Interest paid Interest received Net cash flows generated from operating activities Cash flows from investing activities: Purchase of vessels, plant and equipment Investment in trademark Investment in joint venture company Net cash inflow/(outflow) on acquisition of subsidiaries Proceeds from sale of vessels, plant and equipment Net cash flows used in investing activities Cash flows from financing activities: Acquisition of non-controlling interest Issuance of ordinary shares Proceeds from finance lease obligations Repayment of finance lease obligations Proceeds from loans and borrowings Repayment of bank term loans Net cash flows from financing activities Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents at 1 January Cash and cash equivalents at 30 June 15 15

Unaudited 1 January 2013 to 30 June 2013 US$ 29,637,542 12,129,970 (3,011,034) 6,203,820 (584,616) (2,310,171) (6,165,054) (11,759,152) 73,038 (273,544) – – 908,839 1,857,248 (1,189,548) 25,517,338 (4,761,413) 10,958,975 429,882 (1,048,554) (7,461,298) 23,634,930 (160,467) (6,203,820) 584,616 17,855,259 (73,711,301) (20,175) (400) 3,446,706 52,100,350 (18,184,820) – 322,801 – (64,492) 47,383,000 (36,335,330) 11,305,979 10,976,418 23,660,791 34,637,209

Unaudited 1 January 2012 to 30 June 2012 US$ 10,631,263 12,413,534 – 5,881,619 (121,724) (3,638,363) (3,277,103) (1,390,181) 129,203 (1,691,331) 444,877 (2,802,907) – – 184,773 16,763,660 (11,190,968) (4,790,520) (353,882) (75,203) 12,065,454 12,418,541 (374,014) (5,881,619) 121,724 6,284,632 (50,712,411) – – (76,781) 9,100,000 (41,689,192) 1,849,999 312,308 23,272 (66,278) 64,759,445 (32,003,925) 34,874,821 (529,739) 14,209,700 13,679,961

9

The accompanying accounting policies and explanatory notes form an integral part of the financial statements. B-8

APPENDIX B: UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2013
Notes to the Interim Consolidated Financial Statements – 30 June 2013

1.

Corporate information Pacific Radiance Ltd. (the “Company”) is a public limited company domiciled and incorporated in Singapore. The Company’s immediate and ultimate holding company is YM Investco Pte Ltd, incorporated in Singapore. Its registered office and principal place of business is at 15 Pandan Road, Singapore 609263. The principal activity of the Company is that of an investment holding company. The principal activities of the subsidiaries are disclosed in Note 9 to the financial statements. The Company and its subsidiaries are collectively defined as the “Group”.

2.

Summary of significant accounting policies

2.1 Basis of preparation The interim consolidated financial statements of the Group have been prepared in accordance with Singapore Financial Reporting Standards (“FRS”). The financial statements have been prepared on the historical cost basis, except as disclosed in the accounting policies below. The financial statements are presented in United States Dollars (USD or US$). 2.2 Changes in accounting policies The accounting policies adopted are consistent with those of the previous financial year except that in the current financial period, the Group has adopted all the new and revised standards that are effective for annual periods beginning on or after 1 January 2013. The adoption of these standards did not have any effect on the financial performance or position of the Group. 2.3 Standards issued but not yet effective The Group has not adopted the following standards and interpretations that have been issued but not yet effective: Effective for annual periods beginning on or after 1 1 1 1 1 1 January January January January January January 2014 2014 2014 2014 2014 2014

Description Revised FRS 27 Separate Financial Statements Revised FRS 28 Investments in Associates and Joint Ventures FRS 110 Consolidated Financial Statements FRS 111 Joint Arrangements FRS 112 Disclosure of Interests in Other Entities Amendments to FRS 32 Offsetting Financial Assets and Financial Liabilities

B-9

APPENDIX B: UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2013
Notes to the Interim Consolidated Financial Statements – 30 June 2013

2.

Summary of significant accounting policies (cont’d)

2.3 Standards issued but not yet effective (cont’d) Except for the Amendments to FRS 111, Revised FRS 28 and FRS 112, the directors expect that the adoption of the other standards and interpretations above will have no material impact on the financial statements in the period of initial application. The nature of the impending changes in accounting policy on adoption of the Amendments to FRS 111, Revised FRS 28 and FRS 112 are described below. FRS 111 Joint Arrangements and Revised FRS 28 Investments in Associates and Joint Ventures . FRS 111 Joint Arrangements and Revised FRS 28 Investments in Associates and Joint Ventures are effective for financial periods beginning on or after 1 January 2014. FRS 111 classifies joint arrangements either as joint operations or joint ventures. Joint operation is a joint arrangement whereby the parties that have rights to the assets and obligations for the liabilities whereas joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the arrangement. FRS 111 requires the determination of the joint arrangement’s classification to be based on the parties’ rights and obligations under the arrangement, with the existence of a separate legal vehicle no longer being the key factor. FRS 111 disallows proportionate consolidation and requires joint ventures to be accounted for using the equity method. The revised FRS 28 was amended to describe the application of the equity method to investments in joint ventures in addition to associates. FRS 112 Disclosure of Interests in Other Entities FRS 112 Disclosure of Interests in Other Entities is effective for financial periods beginning on or after 1 January 2014. FRS 112 is a new and comprehensive standard on disclosure requirements for all forms of interests in other entities, including joint arrangements, associates, special purpose vehicles and other off balance sheet vehicles. FRS 112 requires an entity to disclose information that helps users of its financial statements to evaluate the nature and risks associated with its interests in other entities and the effects of those interests on its financial statements. As this is a disclosure standard, it will have no impact to the financial position and financial performance of the Group when implemented in 2014.

B-10

APPENDIX B: UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2013
Notes to the Interim Consolidated Financial Statements – 30 June 2013

2.

Summary of significant accounting policies (cont’d)

2.4 Significant accounting judgements and estimates The preparation of the Group’s financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities at the reporting date. However, uncertainty about these assumptions and estimates could result in outcomes that could require a material adjustment to the carrying amount of the asset or liability affected in the future. Key sources of estimation uncertainty The key assumptions concerning the future and other key sources of estimation uncertainty at the end of each reporting period, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below. (a) Depreciation of vessels, plant and equipment Vessels, plant and equipment are depreciated on a straight-line basis over their estimated useful lives. Management estimates the useful lives of vessels, plant and equipment to be within 3 to 20 years. The carrying amount of the Group’s vessels, plant and equipment at 30 June 2013 was US$467,057,102 (31.12.2012: US$445,829,490). Changes in the expected level of usage and technological developments could impact the economic useful lives and the residual values of these assets, therefore future depreciation charge could be revised. (b) Income taxes The Group has exposure to income tax. Significant judgement is involved in determining the provision for income taxes. There are certain transactions and computations for which the ultimate tax determination is uncertain during the ordinary course of business. The Group recognises liabilities for expected tax issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recognised, such differences will impact the income tax provisions in the period in which such determination is made. The carrying amount of the Group’s tax payable at 30 June 2013 was US$15,365,843 (31.12.2012: US$15,545,264). (c) Impairment of non-financial assets The Group assesses whether there are any indicators of impairment for all non-financial assets at each reporting date. Non-financial assets are tested for impairment when there are indicators that the carrying amounts may not be recoverable.

B-11

APPENDIX B: UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2013
Notes to the Interim Consolidated Financial Statements – 30 June 2013

2.

Summary of significant accounting policies (cont’d)

2.4 Significant accounting judgements and estimates (cont’d) Key sources of estimation uncertainty (cont’d) (c) Impairment of non-financial assets (cont’d) When value in use calculations are undertaken, management must estimate the expected future cash flows from the asset or cash-generating unit and choose a suitable discount rate in order to calculate the present value of those cash flows. (d) Impairment of loans and receivables The Group assesses at the end of each reporting period whether there is any objective evidence that a financial asset is impaired. To determine whether there is objective evidence of impairment, the Company considers factors such as the probability of insolvency or significant financial difficulties of the debtor and default or significant delay in payments. Where there is objective evidence of impairment, the amount and timing of future cash flows are estimated based on historical loss experience for assets with similar credit risk characteristics. 2.5 Basis of consolidation (a) Basis of consolidation Basis of consolidation from 1 January 2010 The consolidated financial statements comprise the financial statements of the Company and its subsidiaries as at the end of the reporting period. The financial statements of the subsidiaries used in the preparation of the consolidated financial statements are prepared for the same reporting date as the Company. Consistent accounting policies are applied to like transactions and events in similar circumstances. All intra-group balances, income and expenses and unrealised gains and losses resulting from intra-group transactions and dividends are eliminated in full. Subsidiaries are consolidated from the date of acquisition, being the date on which the Group obtains control, and continue to be consolidated until the date that such control ceases. Losses within a subsidiary are attributed to the non-controlling interest even if that results in a deficit balance.

B-12

APPENDIX B: UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2013
Notes to the Interim Consolidated Financial Statements – 30 June 2013

2.

Summary of significant accounting policies (cont’d)

2.5 Basis of consolidation (cont’d) (a) Basis of consolidation (cont’d) Basis of consolidation from 1 January 2010 (cont’d) A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. If the Group loses control over a subsidiary, it – De-recognises the assets (including goodwill) and liabilities of the subsidiary at their carrying amounts at the date when control is lost; De-recognises the carrying amount of any non-controlling interest; De-recognises the cumulative translation differences recorded in equity; Recognises the fair value of the consideration received; Recognises the fair value of any investment retained; Recognises any surplus or deficit in profit or loss; Re-classifies the Group’s share of components previously recognised in other comprehensive income to profit or loss or retained earnings, as appropriate.

– – – – – –

Basis of consolidation prior to 1 January 2010 Certain of the abovementioned requirements were applied on a prospective basis. The following differences, however, are carried forward in certain instances from the previous basis of consolidation: – Acquisition of non-controlling interests, prior to 1 January 2010, were accounted for using the parent entity extension method, whereby, the difference between the consideration and the book value of the share of the net assets acquired were recognised in goodwill. Losses incurred by the Group were attributed to the non-controlling interest until the balance was reduced to nil. Any further losses were attributed to the Group, unless the non-controlling interest had a binding obligation to cover these. Losses prior to 1 January 2010 were not reallocated between non-controlling interest and the owners of the Company. Upon loss of control, the Group accounted for the investment retained at its proportionate share of net asset value at the date control was lost. The carrying value of such investments as at 1 January 2010 have not been restated.

B-13

APPENDIX B: UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2013
Notes to the Interim Consolidated Financial Statements – 30 June 2013

2.

Summary of significant accounting policies (cont’d)

2.5 Basis of consolidation (cont’d) (b) Business combinations Business combinations from 1 January 2010 Business combinations are accounted for by applying the acquisition method. Identifiable assets acquired and liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Acquisition-related costs are recognised as expenses in the periods in which the costs are incurred and the services are received. When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date. This includes the separation of embedded derivatives in host contracts by the acquiree. Any contingent consideration to be transferred by the acquirer will be recognised at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration which is deemed to be an asset or liability, will be recognised in accordance with FRS 39 either in profit or loss or as a change to other comprehensive income. If the contingent consideration is classified as equity, it is not to be remeasured until it is finally settled within equity. In business combinations achieved in stages, previously held equity interests in the acquiree are remeasured to fair value at the acquisition date and any corresponding gain or loss is recognised in profit or loss. The Group elects for each individual business combination, whether non-controlling interest in the acquiree (if any) is recognised on the acquisition date at fair value, or at the non-controlling interest’s proportionate share of the acquiree’s identifiable net assets. Any excess of the sum of the fair value of the consideration transferred in the business combination, the amount of non-controlling interest in the acquiree (if any), and the fair value of the Group’s previously held equity interest in the acquiree (if any), over the net fair value of the acquiree’s identifiable assets and liabilities is recorded as goodwill. In instances where the latter amount exceeds the former, the excess is recognised as gain on bargain purchase in profit or loss on the acquisition date.

B-14

APPENDIX B: UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2013
Notes to the Interim Consolidated Financial Statements – 30 June 2013

2.

Summary of significant accounting policies (cont’d)

2.5 Basis of consolidation (cont’d) (b) Business combinations (cont’d) Business combinations prior to 1 January 2010 Business combinations achieved in stages were accounted for as separate steps. Adjustments to those fair values relating to previously held interests are treated as a revaluation and recognised in equity. Any additional acquired share of interest did not affect previously recognised goodwill. When the Group acquired a business, embedded derivatives separated from the host contract by the acquiree were not reassessed on acquisition unless the business combination resulted in a change in the terms of the contract that significantly modified the cash flows that otherwise would have been required under the contract. Contingent consideration was recognised if, and only if, the Group had a present obligation, the economic outflow was more likely than not and a reliable estimate was determinable. Subsequent adjustments to the contingent consideration were recognised as part of goodwill. 2.6 Transactions with non-controlling interests Non-controlling interest represents the equity in subsidiaries not attributable, directly or indirectly, to equity holders of the Company, and are presented separately in the consolidated statement of comprehensive income and within equity in the consolidated balance sheet, separately from equity attributable to equity holders of the Company. Transactions with non-controlling interests are accounted for using the entity concept method, whereby, transactions with non-controlling interests are accounted for as transactions with equity holders. Changes in the Company owners’ ownership interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. In such circumstances, the carrying amounts of the controlling and non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiary. Any difference between the amount by which the non-controlling interest is adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to equity holders of the parent.

B-15

APPENDIX B: UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2013
Notes to the Interim Consolidated Financial Statements – 30 June 2013

2.

Summary of significant accounting policies (cont’d)

2.7 Intangible assets Intangible assets consist of club memberships and trademarks. Intangible assets acquired separately are measured initially at cost. Following initial acquisition, intangible assets are carried at cost less any accumulated amortisation and any accumulated impairment losses. Intangible assets with indefinite useful lives are tested for impairment annually, or more frequently if events and circumstances indicate that the carrying value may be impaired either individually, or at the cash-generating unit level. Such intangible assets are not amortised. The useful life of intangible assets with an indefinite useful life is reviewed annually to determine whether the useful life assessment continues to be supportable. 2.8 Foreign currency Transactions in foreign currencies are measured in the respective functional currencies of the Company and its subsidiaries and are recorded on initial recognition in the functional currencies at exchange rates approximating those ruling at the transaction dates. Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange ruling at the balance sheet date. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates as at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. Exchange differences arising on the settlement of monetary items or on translating monetary items at the end of the reporting period are recognised in profit or loss except for exchange differences arising on monetary items that form part of the Group’s net investment in foreign subsidiaries, which are recognised initially in equity as foreign currency translation reserve in the consolidated balance sheet and recognised in the consolidated statement of comprehensive income on disposal of the subsidiary. The assets and liabilities of foreign operations are translated into USD at the rate of exchange ruling at the balance sheet date and their statements of comprehensive income are translated at the weighted average exchange rates for the year. The exchange differences arising on the translation are taken directly to a separate component of equity as foreign currency translation reserve. On disposal of a foreign operation, the deferred cumulative amount recognised in equity relating to that particular foreign operation is recognised in profit or loss.

B-16

APPENDIX B: UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2013
Notes to the Interim Consolidated Financial Statements – 30 June 2013

2.

Summary of significant accounting policies (cont’d)

2.9 Vessels, plant and equipment All items of vessels, plant and equipment are initially recorded at cost. The cost of an item of vessels, plant and equipment is recognised as an asset if, and only if, it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. Subsequent to initial recognition, vessels, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses. Depreciation of an asset begins when it is available for use and is computed on a straight-line basis over the estimated useful life of the asset. Vessels are depreciated on the straight line method to allocate their depreciable amount over their estimated useful lives of between 5 to 20 years from the date the vessels were put to use or the remaining useful lives from the date of acquisition, whichever is shorter. Plant and equipment are depreciated on a straight-line basis over the estimated useful lives of the assets of 3 to 5 years. Assets under construction are not depreciated as these assets are not yet available for use. Plant and equipment available for immediate sale in their present condition are classified within current assets as “Non-current asset held for sale” at the lower of their carrying amount and fair value less costs to sell. Such assets are depreciated for the period the asset is being used. The carrying values of vessels, plant and equipment are reviewed for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable. The residual value, useful life and depreciation method are reviewed at each financial period-end to ensure that the amount, method and period of depreciation are consistent with previous estimates and the expected pattern of consumption of the future economic benefits embodied in the items of vessels, plant and equipment. Fully depreciated assets are retained in the financial statements until they are no longer in use and no further charge for depreciation is made in respect of these assets. An item of vessels, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss on derecognition of the asset is included in the statement of comprehensive income in the year the asset is derecognised.

B-17

APPENDIX B: UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2013
Notes to the Interim Consolidated Financial Statements – 30 June 2013

2.

Summary of significant accounting policies (cont’d)

2.10 Impairment of non-financial assets The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any such indication exists, or when annual impairment assessment for an asset is required, the Group makes an estimate of the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s fair value less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets. Where the carrying amount of an asset or cash-generating unit exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows expected to be generated by the asset are discounted to their present value. Where the carrying amount of an asset exceeds its recoverable amount, the asset is written down to its recoverable amount. Impairment losses are recognised in profit or loss. An assessment is made at each reporting date as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised. If that is the case, the carrying amount of the asset is increased to its recoverable amount. That increase cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised previously. Such reversal is recognised in profit or loss. 2.11 Subsidiaries A subsidiary is an entity over which the Group has the power to govern the financial and operating policies so as to obtain benefits from its activities. 2.12 Associate An associate is an entity, not being a subsidiary or a joint venture, in which the Group has significant influence. The associate is equity accounted for from the date the Group obtains significant influence until the date the Group ceases to have significant influence over the associate. The Group’s investment in associates is accounted for using the equity method. Under the equity method, investment in associate is carried in the balance sheet at cost plus post-acquisition changes in the Group’s share of net assets of the associate. Goodwill relating to an associate is included in the carrying amount of the investment. Any excess of the Group’s share of the net fair value of the associate’s identifiable assets, liabilities and

B-18

APPENDIX B: UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2013
Notes to the Interim Consolidated Financial Statements – 30 June 2013

2.

Summary of significant accounting policies (cont’d)

2.12 Associate (cont’d) contingent liabilities over the cost of the investment is excluded from the carrying amount of the investment and is instead included as income in the determination of the Group’s share of the associate’s profit or loss in the period in which the investment is acquired. The profit or loss reflects the share of the results of operations of the associates. Where there has been a change recognised in other comprehensive income by the associates, the Group recognises its share of such changes in other comprehensive income. The Group’s share of the profit or loss of its associates is shown on the face of profit or loss after tax and non-controlling interests in the subsidiaries of associates. When the Group’s share of losses in an associate equals or exceeds its interest in the associate, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the associate. The financial statements of the associate are prepared as of the same reporting date as the Company. The share of results is arrived at from the last audited financial statements available and unaudited management financial statements to the end of the financial period. Elimination of unrealised gains and losses resulting from transactions between the Group and the associate in excess of the Group’s investment in the relevant associate, is recognised as a deferred gain and realised over the appropriate useful life against the results of the associate in the profit and loss statement. 2.13 Joint ventures A joint venture is a contractual arrangement whereby two or more parties undertake an economic activity that is subject to joint control, where the strategic financial and operating decisions relating to the activity require the unanimous consent of the parties sharing control. The Group recognises its interest in the joint venture using the equity method. The Group’s investment in joint venture is accounted for using the equity method. Under the equity method, the investment in joint venture is carried in the balance sheet at cost plus post-acquisition changes in the Group’s share of net assets of the joint venture. Any excess of the Group’s share of the net fair value of the joint venture’s identifiable assets, liabilities and contingent liabilities over the cost of the investment is deducted from the carrying amount of the investment and is recognised as income as part of the Group’s share of results of the joint venture in the period in which the investment is acquired. The profit or loss reflects the share of the results of operations of the joint venture. Where there has been a change recognised in other comprehensive income by the joint venture, the Group recognises its share of such changes in other comprehensive income.

B-19

APPENDIX B: UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2013
Notes to the Interim Consolidated Financial Statements – 30 June 2013

2.

Summary of significant accounting policies (cont’d)

2.13 Joint ventures (cont’d) The Group’s share of the profit or loss of its joint venture is shown on the face of profit or loss after tax and non-controlling interests in the subsidiaries of the joint venture. When the Group’s share of losses in the joint venture equals or exceeds its interest in the joint venture, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the joint venture. After application of the equity method, the Group determines whether it is necessary to recognise an additional impairment loss on the Group’s investment in its joint venture. The Group determines at the end of each reporting period whether there is any objective evidence that the investment in the joint venture is impaired. If this is the case, the Group calculates the amount of impairment as the difference between the recoverable amount of the joint venture and its carrying value and recognises the amount in profit or loss. Adjustments are made in the Group’s consolidated financial statements to eliminate the Group’s share of intragroup balances, income and expenses and unrealised gains and losses on transactions between the Group and its jointly controlled entity. Losses on transactions are recognised immediately if the loss provides evidence of a reduction in the net realisable value of current assets or an impairment loss. The financial statements of the joint venture are prepared as of the same reporting date as the Company. The share of results is arrived at from the last audited financial statements available and unaudited management financial statements to the end of the financial period. The elimination of unrealised gains and losses resulting from transactions between the Group and the joint venture in excess of the Group’s investment in the relevant joint venture, is recognised as a deferred gain and realised over the appropriate useful life against the results of the joint venture in the profit and loss statement. 2.14 Financial assets Financial assets are recognised on the balance sheet when, and only when, the Group becomes a party to the contractual provisions of the financial instrument. The Group determines the classification of its financial assets at initial recognition. When financial assets are recognised initially, they are measured at fair value, plus, in the case of financial assets not at fair value through profit or loss, directly attributable transaction costs. When financial assets are recognised initially, they are measured at fair value, plus, in the case of financial assets not at fair value through profit or loss, directly attributable transaction costs.

B-20

APPENDIX B: UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2013
Notes to the Interim Consolidated Financial Statements – 30 June 2013

2.

Summary of significant accounting policies (cont’d)

2.14 Financial assets (cont’d) A financial asset is derecognised where the contractual right to receive cash flows from the asset has expired. On derecognition of a financial asset in its entirety, the difference between the carrying amount and the sum of the consideration received and any cumulative gain or loss that has been recognised in other comprehensive income is recognised in profit or loss. All regular way purchases and sales of financial assets are recognised or derecognised on the trade date i.e. the date that the Group commits to purchase or sell the asset. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the period generally established by regulation or convention in the marketplace concerned. Loans and receivables Non-derivative financial assets with fixed or determinable payments that are not quoted in an active market are classified as loans and receivables. Subsequent to initial recognition, loans and receivables are measured at amortised cost using the effective interest method, less impairment. Gains and losses are recognised in profit or loss when the loans and receivables are derecognised or impaired, and through the amortisation process. 2.15 Impairment of financial assets The Group assesses at each balance sheet date whether there is any objective evidence that a financial asset is impaired. (a) Financial assets carried at amortised cost For financial assets carried at amortised cost, the Group first assesses whether objective evidence of impairment exists individually for financial assets that are individually significant, or collectively for financial assets that are not individually significant. If the Company determines that no objective evidence of impairment exists for an individually assessed financial asset, whether significant or not, it includes the asset in a group of financial assets with similar credit risk characteristics and collectively assesses them for impairment. Assets that are individually assessed for impairment and for which an impairment loss is, or continues to be recognised are not included in a collective assessment of impairment. If there is objective evidence that an impairment loss on financial assets carried at amortised cost has been incurred, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows discounted at the financial asset’s original effective interest rate. The carrying amount of the asset is reduced through the use of an allowance account. The impairment loss is recognised in profit or loss.

B-21

APPENDIX B: UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2013
Notes to the Interim Consolidated Financial Statements – 30 June 2013

2.

Summary of significant accounting policies (cont’d)

2.15 Impairment of financial assets (cont’d) (a) Financial assets carried at amortised cost (cont’d) When the asset becomes uncollectible, the carrying amount of impaired financial assets is reduced directly or if an amount was charged to the allowance account, the amounts charged to the allowance account are written off against the carrying value of the financial asset. To determine whether there is objective evidence that an impairment loss on financial assets has been incurred, the Group considers factors such as the probability of insolvency or significant financial difficulties of the debtor and default or significant delay in payments. 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 was recognised, the previously recognised impairment loss is reversed to the extent that the carrying amount of the asset does not exceed its amortised cost at the reversal date. The amount of reversal is recognised in profit or loss. 2.16 Cash and cash equivalents Cash and cash equivalents comprise cash on hand, demand deposits, and short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. These also include bank overdrafts that form an integral part of the Group’s cash management. 2.17 Provisions Provisions are recognised when the Group has a present obligation (legal or constructive) where as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Provisions are reviewed at each balance sheet date and adjusted to reflect the current best estimate. If it is no longer probable that an outflow of economic resources will be required to settle the obligation, the provision is reversed. If the effect of the time value of money is material, provisions are discounted using a current pre tax rate that reflects, where appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.

B-22

APPENDIX B: UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2013
Notes to the Interim Consolidated Financial Statements – 30 June 2013

2.

Summary of significant accounting policies (cont’d)

2.18 Financial liabilities Financial liabilities within the scope of FRS 39 are recognised on the balance sheet when, and only when, the Group becomes a party to the contractual provisions of the financial instrument. The Group determines the classification of its financial liabilities at initial recognition. All financial liabilities are recognised initially at fair value, plus, in the case of financial liabilities other than derivatives, directly attributable transaction costs. Subsequent to initial recognition, financial liabilities are measured at amortised cost using the effective interest method, except for derivatives, which are measured at fair value. A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. For financial liabilities other than derivatives, gains and losses are recognised in profit or loss when the liabilities are derecognised or impaired, and through the amortisation process. Any gains or losses arising from changes in the fair value of derivatives are recognised in profit or loss. Net gains or losses on derivatives include exchange differences. 2.19 Borrowing costs Borrowing costs are recognised in profit or loss as incurred except to the extent that they are capitalised. Borrowing costs are capitalised if they are directly attributable to the acquisition, construction or production of a qualifying asset. Capitalisation of borrowing costs commences when the activities to prepare the asset for its intended use or sale are in progress and the expenditures and borrowing costs are incurred. Borrowing costs are capitalised until the assets are ready for their intended use or sale. All other borrowing costs are expensed in the period they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds. 2.20 Employee benefits (a) Defined contribution plans The Group participates in the national pension schemes as defined by the laws of the countries in which it has operations. In particular, the Singapore companies in the Group make contributions to the Central Provident Fund scheme in Singapore, a defined contribution pension scheme. Contributions to defined contribution pension schemes are recognised as an expense in the period in which the related service is performed.

B-23

APPENDIX B: UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2013
Notes to the Interim Consolidated Financial Statements – 30 June 2013

2.

Summary of significant accounting policies (cont’d)

2.20 Employee benefits (cont’d) (b) Employee leave entitlement Employee entitlements to annual leave are recognised as a liability when they accrue to employees. The estimated liability for leave is recognised for services rendered by employees up to the end of the reporting period. 2.21 Revenue Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured at the fair value of consideration received or receivable. Revenue from chartering activities is recognised in profit or loss based on the duration of the contracts. Charter revenue under time charters is recognised on a straight line basis based on the number of days of the charter period, and the corresponding costs are charged to the statement of comprehensive income using the same basis. Gain on sale of vessels is recognised upon the transfer of significant risk and rewards of ownership of the vessels to the customer, which generally coincides with delivery and acceptance of the vessels sold. Revenue is not recognised to the extent where there are significant uncertainties regarding recovery of the consideration due, associated costs or the possible return of vessels. Revenue from sale of equipment is recognised when the significant risks and rewards of ownership have been transferred to the buyer, recovery of the consideration is probable, the associated costs and possible return of goods can be estimated reliably, and there is no continuing management involvement with the goods. Transfers of risks and rewards vary depending on the individual terms of the contract of sale. For sale of equipment, transfer usually occurs when the product is received at the customer’s warehouse; however, for some international shipments, transfer occurs upon loading of the goods on to the relevant carrier. Interest income is recognised using the effective interest method. Management fee income is recognised on an accrual basis. 2.22 Work-in-progress Work-in-progress is recorded at the lower of cost and net realisable value. Costs include all direct materials, labour costs and those indirect costs incurred in connection with projects.

B-24

APPENDIX B: UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2013
Notes to the Interim Consolidated Financial Statements – 30 June 2013

2.

Summary of significant accounting policies (cont’d)

2.23 Inventories Inventories are stated at the lower of cost and net realisable value. Cost includes costs of purchases and other costs incurred in bringing the inventories to their present location and condition. Where necessary, allowance is provided for damaged, obsolete and slow moving items to adjust the carrying value of inventories to the lower of cost and net realisable value. Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs necessary to make the sale. 2.24 Income taxes (a) Current tax Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantially enacted by the end of the reporting period, in the countries where the Group operates and generates taxable income. Current taxes are recognised in profit or loss except to the extent that the tax relates to items recognised outside profit or loss, either in other comprehensive income or directly in equity. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate. (b) Deferred tax Deferred income tax is provided using the liability method on temporary differences at the end of the reporting period between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred tax assets and liabilities are recognised for all temporary differences, except: – Where the deferred tax arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction affects neither accounting profit nor taxable profit or loss; In respect of temporary differences associated with investments in subsidiaries and associates, where the timing of the reversal of the temporary differences can be controlled by the Group and it is probable that the temporary differences will not reverse in the foreseeable future.

B-25

APPENDIX B: UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2013
Notes to the Interim Consolidated Financial Statements – 30 June 2013

2.

Summary of significant accounting policies (cont’d)

2.24 Income taxes (cont’d) (b) Deferred tax (cont’d) Deferred tax assets are recognised for all deductible temporary differences, carry forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised except: – Where the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither accounting profit nor taxable profit or loss; and In respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, deferred income tax assets are recognised only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilised.

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 sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are reassessed at the end of each reporting period and are recognised to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be utilised. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted at the end of each reporting period. Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss. Deferred tax items are recognised in correlation to the underlying transaction either in other comprehensive income or directly in equity and deferred tax arising from a business combination is adjusted against goodwill on acquisition. Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current income tax assets against current income tax liabilities and the deferred income taxes relate to the same taxable entity and the same taxation authority.

B-26

APPENDIX B: UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2013
Notes to the Interim Consolidated Financial Statements – 30 June 2013

2.

Summary of significant accounting policies (cont’d)

2.24 Income taxes (cont’d) (c) Sales tax Revenues, expenses and assets are recognised net of the amount of sales tax except: – Where the sales tax incurred in a purchase of assets or services is not recoverable from the taxation authority, in which case the sales tax is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and Receivables and payables that are stated with the amount of sales tax included.

The net amount of sales tax recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the balance sheet. 2.25 Derivative financial instruments The Group uses derivative financial instruments such as forward currency and interest rate swap contracts to manage its risks associated with foreign currency fluctuations. Such derivative financial instruments are initially recognised at fair value on the date on which a derivative contract is entered into and are subsequently remeasured at fair value. Derivative financial instruments are carried as assets when the fair value is positive and as liabilities when the fair value is negative. Derivatives are classified as fair value through profit and loss unless they qualify for hedge accounting. Hedges which meet the criteria for hedge accounting are accounted for as cash flow hedges. For cash flow hedges, the effective portion of the gain or loss on the hedging instrument is recognised directly in the fair value reserve, while the ineffective portion is recognised in profit or loss. Amounts taken to the fair value reserve are transferred to profit and loss when the hedged transaction affects profit or loss, such as when a forecast sale or purchase occurs. If the hedged item is a non-financial asset or liability, the amounts taken to the fair value reserve are transferred to the initial carrying amount of the non-financial asset or liability. The fair value of forward currency contracts is calculated by reference to current forward exchange rates for contracts with similar maturity profiles. The fair value of interest rate contracts is determined by reference to valuation reports provided by counterparties.

B-27

APPENDIX B: UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2013
Notes to the Interim Consolidated Financial Statements – 30 June 2013

2.

Summary of significant accounting policies (cont’d)

2.26 Related parties A related party is defined as follows: (a) A person or a close member of that person’s family is related to the Group and Company if that person: (i) (ii) has control or joint control over the Company; has significant influence over the Company; or

(iii) is a member of the key management personnel of the Group or Company or of a parent of the Company. (b) An entity is related to the Group and the Company if any of the following conditions applies: (i) the entity and the Company are members of the same group (which means that each parent, subsidiary and fellow subsidiary is related to the others). one entity is an associate or joint venture of the other entity (or an associate or joint venture of a member of a group of which the other entity is a member).

(ii)

(iii) both entities are joint ventures of the same third party. (iv) one entity is a joint venture of a third entity and the other entity is an associate of the third entity. (v) the entity is a post-employment benefit plan for the benefit of employees of either the Company or an entity related to the Company. If the Company is itself such a plan, the sponsoring employers are also related to the Company.

(vi) the entity is controlled or jointly controlled by a person identified in (a). (vii) a person identified in (a) (i) has significant influence over the entity or is a member of the key management personnel of the entity (or of a parent of the entity). 2.27 Segment reporting For management purposes, the Group is organised into operating segments based on their products and services which are independently managed by the respective segment managers responsible for the performance of the respective segments under their charge. The segment managers report directly to the management of the Company who regularly review the segment results in order to allocate resources to the segments and to assess the segment performance. Additional disclosures on each of these segments are shown in Note 27, including the factors used to identify the reportable segments and the measurement basis of segment information.

B-28

APPENDIX B: UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2013
Notes to the Interim Consolidated Financial Statements – 30 June 2013

3.

Revenue Unaudited 1 January 2013 to 30 June 2013 US$ Charter hire income Management fee income Sale of equipment 75,168,983 195,352 2,282,879 77,647,214 Unaudited 1 January 2012 to 30 June 2012 US$ 60,588,645 436,001 2,204,526 63,229,172

4.

Other operating income Unaudited 1 January 2013 to 30 June 2013 US$ Gain on sale of vessels, plant and equipment, net Interest income from short-term deposits placed with banks Interest income from loans to joint venture and associated companies Interest income from third party Provision for net liabilities of CPC written-back Debts waived by previous shareholders of a subsidiary Sundry income Exchange gain, net
(1)

Unaudited 1 January 2012 to 30 June 2012 US$ 1,390,181 5,244 116,480 – 2,802,907 – 24,465 – 4,339,277

11,759,152 7,383 530,173 47,060 – 3,011,034 694,456 2,115,384 18,164,642

(1)

As disclosed in Note 10, the Company provided for the net liabilities of its associate, CPC of $2,802,907 in excess of its interest in CPC as at 31 December 2011. As CPC was in a net asset position as at 30 June 2012, the Company had written back the prior year’s provision made.

B-29

APPENDIX B: UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2013
Notes to the Interim Consolidated Financial Statements – 30 June 2013

5.

Finance costs Unaudited 1 January 2013 to 30 June 2013 US$ Interest expense on loans and borrowings Interest expense on borrowings from director Interest expense on borrowings from shareholder of a subsidiary 5,727,318 258,903 217,599 6,203,820 Unaudited 1 January 2012 to 30 June 2012 US$ 5,494,025 309,932 77,662 5,881,619

6.

Profit before taxation Profit before taxation is stated after charging/(crediting) the following: Unaudited 1 January 2013 to 30 June 2013 US$ Directors’ remuneration Key management personnel compensation Staff salaries, wages and benefits (excluding directors’ remuneration and key management personnel compensation) Included in staff salaries, wages and benefits: – defined contribution plan expense Depreciation of vessels, plant and equipment Allowance for doubtful receivables, net Net fair value gain on derivative financial instruments Exchange (gain)/loss, net Impairment of goodwill Net loss on acquisition of a subsidiary (Note 9) 320,144 12,129,970 73,038 (273,544) (2,115,384) – 1,857,248 317,053 12,413,534 129,203 (1,691,331) 698,470 444,877 – 1,159,057 860,227 Unaudited 1 January 2012 to 30 June 2012 US$ 506,092 740,493

8,010,796

5,111,471

B-30

APPENDIX B: UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2013
Notes to the Interim Consolidated Financial Statements – 30 June 2013

7.

Taxation Unaudited 1 January 2013 to 30 June 2013 US$ Current income tax: – current income taxation – under provision in respect of prior years 51,851 – 51,851 21,657 167,511 189,168 Unaudited 1 January 2012 to 30 June 2012 US$

The reconciliation between the tax expense and the product of profit before taxation multiplied by the applicable tax rate for the 6 months ended 30 June 2013 and 2012 are as follows: Unaudited 1 January 2013 to 30 June 2013 US$ Profit before taxation Tax charge at statutory rate of 17% Adjustments: Income not assessable for tax purposes Expenses not deductible for tax purposes Under provision in respect of prior years Effect of partial tax exemption and relief Deferred tax assets not recognised Tax expense (18,409,502) 13,384,722 – (64,338) 102,587 51,851 (13,552,026) 11,555,994 167,511 (1,742) 212,116 189,168 29,637,542 5,038,382 Unaudited 1 January 2012 to 30 June 2012 US$ 10,631,263 1,807,315

At the end of the financial period, the Group has tax losses of approximately US$6,887,413 (31.12.2012: US$6,283,954) that are available for offset against future taxable profits of the companies in which the losses arose, for which no deferred tax asset is recognised due to uncertainty of its recoverability. The use of these tax losses is subject to the agreement of the tax authorities and compliance with certain provisions of the tax legislation of the respective countries in which the companies operate.

B-31

APPENDIX B: UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2013
Notes to the Interim Consolidated Financial Statements – 30 June 2013

8.

Vessels, plant and equipment
Vessels under construction US$ Plant and equipment US$

Vessels US$ Unaudited Cost: At 1 January 2013 Arising from acquisition of subsidiaries Additions Disposals Transfer Exchange difference At 30 June 2013 Accumulated depreciation: At 1 January 2013 Arising from acquisition of subsidiaries Charge for the financial period Disposals Exchange difference At 30 June 2013 Net book value: At 30 June 2013 Audited Cost: At 1 January 2012 Arising from acquisition of subsidiaries Additions Disposals Transfer Exchange difference At 31 December 2012 Accumulated depreciation: At 1 January 2012 Arising from acquisition of subsidiaries Charge for the financial year Disposals Exchange difference At 31 December 2012 Net book value: At 31 December 2012

Total US$

458,795,374 – 3,125,221 (45,228,586) 39,859,454 (110,840) 456,440,623 42,217,919 – 11,843,923 (4,887,388) – 49,174,454 407,266,169

27,948,004 – 70,277,256 – (39,859,454) – 58,365,806 – – – – – – 58,365,806

3,652,180 1,105,900 308,824 (870) – (12,172) 5,053,862 2,348,149 992,241 286,047 – 2,298 3,628,735 1,425,127

490,395,558 1,105,900 73,711,301 (45,229,456) – (123,012) 519,860,291 44,566,068 992,241 12,129,970 (4,887,388) 2,298 52,803,189 467,057,102

445,954,356 – 45,120,414 (62,347,402) 30,439,860 (371,854) 458,795,374 34,334,748 – 23,384,406 (15,501,235) – 42,217,919 416,577,455

30,452,650 – 27,935,214 – (30,439,860) – 27,948,004 – – – – – – 27,948,004

2,289,717 172,432 1,238,004 (43,723) – (4,250) 3,652,180 1,667,878 48,071 603,867 (8,126) 36,459 2,348,149 1,304,031

478,696,723 172,432 74,293,632 (62,391,125) – (376,104) 490,395,558 36,002,626 48,071 23,988,273 (15,509,361) 36,459 44,566,068 445,829,490

B-32

APPENDIX B: UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2013
Notes to the Interim Consolidated Financial Statements – 30 June 2013

8.

Vessels, plant and equipment (cont’d) At the balance sheet date, vessels with a carrying amount totalling US$285,389,374 (31.12.2012: US$364,344,813) are mortgaged to bankers as collateral for credit facilities granted to the Group.

9.

Investment in subsidiaries The subsidiaries of the Group as at 30 June are as follows: Name of company (Country of incorporation and place of business)

Principal activities

Percentage of equity held by the Group 30.6.2013 31.12.2012 % % 100 100 100 80

Held by the Company * * * * Pacific Crest Pte Ltd (Singapore) Strato Maritime Services Pte Ltd (Singapore) Alstonia Offshore Pte Ltd (Singapore) Titan Offshore Equipment Pte Ltd (Singapore) Crest Subsea International Pte Ltd (Singapore) Crest Offshore Marine Pte Ltd (Singapore) Crest Shipyard Pte Ltd (Singapore) (Formally known as Crest Marine Equipment Pte Ltd) Held by Pacific Crest Pte Ltd * Prime Offshore International Pte Ltd (Singapore) Pacific Crest Labuan Ltd (Malaysia) Held by Titan Offshore Equipment Pte Ltd * Fleetwinch Control Pte Ltd (Singapore) Rental and maintenance of marine equipment B-33 60 60 Ship chartering 60 60 Ship chartering and ship owning Ship chartering and ship agency Shipping agents and related business Design, sale and fabrication of marine equipment Integrated subsea solutions Investment holding Investment holding 100 100 100 80

* @ @

100 100 100

100 – –

#

Ship chartering and ship owning

100

100

APPENDIX B: UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2013
Notes to the Interim Consolidated Financial Statements – 30 June 2013

9.

Investment in subsidiaries (cont’d) Name of company (Country of incorporation and place of business) Held by Alstonia Offshore Pte Ltd @ ## ## Radiance Offshore B.V (Netherlands) Radiance Offshore Navegacao LTDA (Brazil) Radiance Offshore Navegacao (Alagoas) LTDA (Brazil) Radiance Catico Offshore Pte Ltd (Singapore) Pacific Offshore Pte Ltd (Singapore) Envestra Investments Limited (British Virgin Island) Radiance Offshore Australia Pty Ltd (Australia) Held by Strato Maritime Services Pte Ltd @ * Hudson Marine Pte Ltd (Singapore) Consolidated Pipe Carriers Pte Ltd (Singapore) Held by Consolidated Pipe Carriers Pte Ltd: ## CPC do Brasil Services de Logistica Ltda (Brazil) CPC Solutions Pte Ltd (Singapore) Consolidated Pipe Carriers Ltd (Bahamas) Consolidated Pipe Carriers (Australia) Pty Ltd (Australia) Logistics management in the oil and gas market in South America and Brazil Integrated logistics solutions services provider Dormant Integrated logistics solutions services provider 99 99 Ship agent and related business Integrated logistics solutions services provider 100 100 100 62.51 Ship chartering Dormant Ship chartering, ship owning and ship management Ship chartering and ship owning Ship owning, ship chartering and ship management Investment holding 100 100 100 100 100 100

Principal activities

Percentage of equity held by the Group 30.6.2013 31.12.2012

* *

63 100

63 100

@

100

@

Marketing office

100

* ** **

100 100 100

100 100 100

B-34

APPENDIX B: UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2013
Notes to the Interim Consolidated Financial Statements – 30 June 2013

9.

Investment in subsidiaries (cont’d) Name of company (Country of incorporation and place of business) Held by CPC Solutions Pte Ltd: CPC PNG Limited (Papua New Guinea) Held by Crest Subsea International Pte Ltd * CSI Offshore Pte Ltd (Singapore) Offshore Subsea Services (Asia Pacific) Pte Ltd (Singapore) Held by Offshore Subsea Services (Asia Pacific) Pte Ltd @@ PT Subsea Offshore (Indonesia) @@ PT Marine Engineering Services (Indonesia)
* ** # ## @

Principal activities

Percentage of equity held by the Group 30.6.2013 31.12.2012

Cargo handling and other supporting transport activities

100

100

Ship chartering, ship owning and ship management services Offshore subsea intervention for oil and gas industry

100

100

*

80

80

Offshore subsea intervention for oil and gas industry Offshore subsea intervention for oil and gas industry

95

95

95

95

Audited by Ernst & Young LLP, Singapore. Audited by Ernst & Young, Australia. Audited by Lay & Partners, Chartered Accountants, Malaysia. Audited by Ernst & Young, Brazil. Newly incorporated or not required to be audited as at 30 June 2013.

@@ Audited by Achmad, Rasyid, Hisbullah & Jerry, Registered Public Accountants, Indonesia.

B-35

APPENDIX B: UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2013
Notes to the Interim Consolidated Financial Statements – 30 June 2013

9.

Investment in subsidiaries (cont’d) Acquisition of subsidiary In April 2013, the Group’s subsidiary company, Strato Maritime Services Pte Ltd (“SMS”) acquired an additional 37.49% equity interest in its 62.51% owned associate, Consolidated Pipe Carriers Pte Ltd (“CPC”). The fair value of the identifiable assets and liabilities of CPC as at the date of acquisition was: Carrying amount before combination US$ 113,660 585,865 8,108,615 3,446,710 12,254,850 (21,499,406) (627,342) (331,174) (10,203,072)

Vessels, plant and equipment Inventories Trade and other receivables Cash and cash equivalents Trade and other payables Loans and borrowings Provision for taxation Net identifiable liabilities Goodwill arising on consolidation Loss on disposal of associate Less: Net carrying value of investment in associate Total purchase consideration The effect of acquisition on cash flows is as follows:

Recognised on acquisition US$ 113,660 585,865 8,108,615 3,446,710 12,254,850 (21,499,406) (627,342) (331,174) (10,203,072) 3,825,136 6,763,708 (385,768) 4

US$ Cash inflow on acquisition: Cost of acquisition Net cash of subsidiary acquired Net cash inflow on acquisition (4) 3,446,710 3,446,706

The effect of acquisition on the statement of comprehensive income is as follows: US$ 3,825,136 6,763,708 (8,731,596) 1,857,248

Impairment of goodwill arising on consolidation Loss on disposal of associate Provision for net liabilities of CPC written-back (1) Net loss on acquisition recognised in other operating expenses

B-36

APPENDIX B: UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2013
Notes to the Interim Consolidated Financial Statements – 30 June 2013

9.

Investment in subsidiaries (cont’d)
(1)

As disclosed in Note 10, the Company provided for the net liabilities of its associate, CPC of $10,780,302 in excess of its interest in CPC as at 31 December 2012. As at 31 December 2012, the provision for net liabilities for the Group of US$8,731,596 included the financial year share of losses of CPC of $2,048,706, which had been classified as “Share of post-acquisition reserves” in investment in associated companies as disclosed in Note 10 for the financial year ended 31 December 2012. As the Group has acquired the remaining equity interest of CPC in April 2013 and CPC has become a subsidiary of the Group, the prior year’s provision for net liabilities of CPC was written back during the financial period ended 30 June 2013.

From the date of acquisition, the acquired subsidiary contributed US$3,670,413 of profit to the Group’s profit for the period. If the acquisition had taken place at the beginning of the period, the revenue and profit for the financial period of the Group would have been US$9,295,681 and US$4,216,489 respectively. 10. Investment in associated companies Unaudited 30 June 2013 US$ Unquoted equity shares, at cost Share of post-acquisition reserves 1,144,061 3,004,383 4,148,444 Audited 31 December 2012 US$ 5,221,287 (2,923,190) 2,298,097

The associated companies of the Group as at 30 June 2013 and 31 December 2012 are as follows: Name of company (Country of incorporation and place of business)

Principal activities

Percentage of equity held by the Group 30.6.2013 % 31.12.2012 %

Held by Strato Maritime Services Pte Ltd * Consolidated Pipe Carriers Pte Ltd (Singapore) PT Jawa Tirtamarin (Indonesia) Integrated logistics solutions services provider Ship owning, ship chartering and ship brokering 100 62.51

**

49

49

In the prior years, by virtue of a shareholder’s agreement dated 27 July 2007 between SMS and other shareholders, SMS only had significant influence over CPC and did not have control over the financial and operating policies of CPC. In this respect, CPC was accounted for as an associate of the Group as at 31 December 2011 and 2012. B-37

APPENDIX B: UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2013
Notes to the Interim Consolidated Financial Statements – 30 June 2013

10. Investment in associated companies (cont’d) As the Company provided an undertaking to provide continuing support to CPC and its subsidiaries to meet its liabilities as and when they fall due, the Company consequently provided for the net liabilities of CPC of $2,802,907 and $10,780,302, in excess of its interests in CPC as at 31 December 2011 and 2012 respectively. During the financial period ended 30 June 2013, the Group’s subsidiary, SMS acquired an additional 37.49% equity interest in CPC. Consequent to the acquisition, CPC became a wholly-owned subsidiary of the Group (Note 9). The summarised financial information of the associates, not adjusted for the proportion of ownership interest held by the Group, is as follows: Unaudited 30 June 2013 US$ Assets and liabilities: Total assets Total liabilities 42,709,129 (18,796,360) 23,912,769 Results: Revenue Profit/(loss) for the period/year
* ** Audited by Ernst & Young LLP, Singapore Audited by DRS Bachsyaini Husein, registered public accountant, Indonesia.

Audited 31 December 2012 US$

62,733,309 (57,125,317) 5,607,992

17,642,528 3,776,213

82,494,797 (8,751,714)

11.

Investment in joint venture companies Unaudited 30 June 2013 US$ Unquoted equity shares, at cost Share of post-acquisition reserves 25,766,491 7,123,842 32,890,333 Audited 31 December 2012 US$ 25,766,091 1,148,772 26,914,863

B-38

APPENDIX B: UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2013
Notes to the Interim Consolidated Financial Statements – 30 June 2013

11.

Investment in joint venture companies (cont’d) The joint venture companies of the Group as at 30 June are as follows: Name of company (Country of incorporation and place of business)

Principal activities

Percentage of equity held by the Group 30.6.2013 31.12.2012 % %

Held by Strato Maritime Services Pte Ltd * CrestSA Marine & Offshore Pte Ltd (Singapore) Held by Pacific Crest Pte Ltd @ @ Alam Radiance (M) Sdn Bhd (Malaysia) Alam Radiance (L) Inc (Malaysia) Held by Alstonia Offshore Pte Ltd * # Supreme Radiance Pte Ltd (Singapore) PT Logindo Samudramakmur (Indonesia) CA Offshore Investment Inc (British Virgin Island) Ship chartering and ship owning Ship chartering and ship owning Ship owning, ship chartering and ship management 40 49 40 49 Ship management and ship chartering Ship chartering and ship owning 50 49 50 49 Repair of offshore vessels, and other oceangoing vessels 40 40

**

50

@ * # **

Audited by Ernst & Young, Kuala Lumpur Audited by Ernst & Young LLP, Singapore Audited by Ernst & Young, Indonesia Newly incorporated and not required to be audited as at 30 June 2013.

B-39

APPENDIX B: UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2013
Notes to the Interim Consolidated Financial Statements – 30 June 2013

11.

Investment in joint venture companies (cont’d) The summarised financial information of the joint ventures, not adjusted for the proportion of ownership interest held by the Group, is as follows: Unaudited 30 June 2013 US$ Assets and liabilities: Total assets Total liabilities 246,839,373 (168,804,547) 78,034,826 Results: Revenue Profit for the period/year 46,766,935 13,018,950 48,818,850 15,437,370 221,919,687 (156,617,986) 65,301,701 Audited 31 December 2012 US$

12. Trade receivables Trade receivables are non-interest bearing and are generally on immediate to 60 days’ terms. They are recognised at their original invoice amounts which represent their fair values on initial recognition. Receivables that are past due but not impaired The Group has trade receivables amounting to US$18,952,631 (31.12.2012: US$20,847,884) that are past due at the balance sheet date but not impaired. These receivables are unsecured and the analysis of their aging at the balance sheet date is as follows: Unaudited 30 June 2013 US$ Trade receivables past due: Lesser than 30 days 30 to 60 days 61 to 90 days 91 to 120 days More than 120 days 8,144,775 3,039,907 2,436,612 1,522,804 3,808,533 18,952,631 5,922,839 8,339,960 3,016,670 1,096,626 2,471,789 20,847,884 Audited 31 December 2012 US$

B-40

APPENDIX B: UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2013
Notes to the Interim Consolidated Financial Statements – 30 June 2013

12. Trade receivables (cont’d) Receivables that are impaired The Group’s trade receivables that are impaired at the balance sheet date and the movement of the allowance accounts used to record the impairment are as follows: Unaudited 30 June 2013 US$ 1,981,614 (1,981,614) – Movement in allowance accounts: At 1 January Charge for the period/year Written off during the period/year Exchange differences At 30 June/31 December 1,984,776 25,256 (25,256) (3,162) 1,981,614 Audited 31 December 2012 US$ 1,995,925 (1,984,776) 11,149 1,311,485 763,291 (90,000) – 1,984,776

Trade receivables – nominal Less: Allowance for impairment

13. Other receivables Unaudited 30 June 2013 US$ 3,019,741 – 714,122 3,366,938 154,730 – 3,453,919 249,745 – 877,374 – 1,395,935 13,232,504 (1,395,935) 11,836,569 Audited 31 December 2012 US$ 1,245,823 3,577 505,938 1,717,011 170,515 600 1,958,668 199,693 3,923 535,501 3,322 1,348,875 7,693,446 (1,348,875) 6,344,571

Other receivables Tax recoverable Deposits Prepayments GST receivable Recoverables from suppliers Recoverables from customers Advances to staff Advance to customer Advance to supplier Accrued interest Advance to a third party

Less: Allowance for impairment

B-41

APPENDIX B: UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2013
Notes to the Interim Consolidated Financial Statements – 30 June 2013

13. Other receivables (cont’d) Unaudited 30 June 2013 US$ Movement in allowance accounts: At 1 January Charge for the period/year Written off during the period/year At 30 June/31 December 1,348,875 47,782 (722) 1,395,935 Audited 31 December 2012 US$ 68,396 1,348,875 (68,396) 1,348,875

14. Amounts due from related companies Unaudited 30 June 2013 US$ Amounts due from associated companies Amounts due from joint venture companies 2,480,841 13,908,969 16,389,810 Less: Allowance for impairment – 16,389,810 Movement in allowance accounts: At 1 January Written off during the period At 30 June/31 December 188,536 (188,536) – 188,536 – 188,536 Audited 31 December 2012 US$ 16,004,333 16,361,513 32,365,846 (188,536) 32,177,310

Amounts due from associated and joint venture companies are unsecured, interest-free and repayable upon demand, except for loans to joint venture and associated companies amounting to US$12,630,924 (31.12.2012: US$15,399,937) which bear interest at 4.5% to 10% (31.12.2012: 4.5% to 10%) per annum.

B-42

APPENDIX B: UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2013
Notes to the Interim Consolidated Financial Statements – 30 June 2013

15. Cash and cash equivalents Unaudited 30 June 2013 US$ 32,236,220 2,400,989 34,637,209 Audited 31 December 2012 US$ 21,967,128 1,693,663 23,660,791

Cash at bank Short term deposits

Cash and short-term deposits denominated in foreign currencies are as follows: Singapore Dollar 7,870,669 1,981,541 Australian Dollar 542,553 – Brazilian Real 145,496 – Euro 67,123 80,838 The short term deposits bear interest of 0.8325% (31.12.2012: 0.450%) per annum. 16. Other payables Unaudited 30 June 2013 US$ Current: Other payables Deposits received Advance payments from customers Amount due to director Amount due to shareholder of a subsidiary Accrued operating expenses Deferred gain on sale of vessels to joint venture and associated companies Derivative financial instruments Payables to suppliers Advance billings to customers Provision for net liabilities of CPC (Note 9 and 10) Provision for litigation claims (1) Non-current: Deferred gain on sale of vessels to joint venture and associated companies Total other payables 1,437,202 2,800,000 1,804,785 – 10,865,479 17,762,604 528,084 987,950 – 180,000 – 1,791,710 38,157,814 Audited 31 December 2012 US$ 456,484 4,168,000 382,454 12,500,000 7,340,020 12,096,868 528,084 1,261,495 1,994,076 1,700,350 8,731,596 – 51,159,427

9,223,766 47,381,580

9,487,808 60,647,235

B-43

APPENDIX B: UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2013
Notes to the Interim Consolidated Financial Statements – 30 June 2013

16. Other payables (cont’d) The amount due to director and amount due to shareholder of a subsidiary are unsecured, repayable on demand and bear interest at 5% and 5% (31.12.12: 5% and 5%) per annum respectively.
(1) As disclosed in Note 9, CPC became a wholly-owned subsidiary of the Group during the financial period. Consequently, the Group has recorded a provision of US$1,791,710 as at 30 June 2013 relating to a provision for litigation claims made against a subsidiary of the Group. A contractor of the subsidiary filed a claims for an amount of Brazilian Real BRL3,830,856 or approximately US$1,791,710, on account of services contracted by and between the subsidiary and the contractor. The subsidiary had terminated the contract due to the default of the contractor. The subsidiary has filed a counterclaim against the contractor, for an amount of Brazilian Real BRL811,626 or approximately US$379,597, for reimbursement of advances made during the validity of the contract.

17. Amounts due to related companies Unaudited 30 June 2013 US$ Audited 31 December 2012 US$

Amounts due to associated companies Amounts due to joint venture companies

523,833 327,384 851,217

1,487,479 20,534 1,508,013

These amounts are unsecured, interest-free and repayable on demand. 18. Loans and borrowings Unaudited 30 June 2013 US$ Current: Bank borrowings (Note a) Convertible loan (Note b) Total Non-current: Bank borrowings (Note a) Convertible loan (Note b) Term loans (Note c) – Secured – Unsecured Total 54,728,078 15,000,000 69,728,078 Audited 31 December 2012 US$ 54,457,759 – 54,457,759

196,521,874 – 7,800,000 16,840,000 221,161,874

209,757,180 15,000,000 – – 224,757,180

B-44

APPENDIX B: UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2013
Notes to the Interim Consolidated Financial Statements – 30 June 2013

18. Loans and borrowings (cont’d) Bank borrowings and the secured portion of the term loans (as disclosed in Note c) are secured by: – first legal mortgages over the vessels of the Group, with net book values of US$285,389,374 (2012: US$364,344,813); a right to take assignment of charter earnings and insurance policies of the mortgaged vessels; legal assignment of all rights and benefits of the related shipbuilding contracts between the Group and the related shipbuilders and any subsequent variations; personal guarantees of a director of the Company; and corporate guarantees from the Company. Bank borrowings are repayable between 36 to 80 monthly instalments and bear interest. The weighted average interest rate on the bank borrowings is approximately 3.27% per annum (2012: 2.86%). Convertible loan The Company entered into a convertible loan agreement with certain investors dated 31 January 2011, pursuant to which the investors agreed to advance an aggregate sum of a minimum of US$10,000,000 and a maximum of US$15,000,000 to the Company. This convertible loan is secured by a personal guarantee by a director. The terms of the zero-coupon convertible loan shall commence from the first drawdown date and expire on 25 April 2014 or such later date as may be agreed between the parties. In the event of a listing on an appropriate stock exchange the investors are entitled to convert the convertible loan into a stipulated number of shares in the issued share capital of the Company (the “Conversion Shares”) at any time after the date of approval by relevant authorities for the listing of the Company on a selected exchange but before the registration of the prospectus with the relevant authorities, at a pre-determined discount equivalent to 10% per annum returns on the convertible loan. In the event that the loan is not converted into conversion shares, the investors are entitled to redeem the convertible loan and all interest accrued thereon at 10% per annum from the draw down date for cash. As of 30 June 2013, no amounts of the convertible loan have been converted to shares or repaid to the investors.

– – (a)

(b)

B-45

APPENDIX B: UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2013
Notes to the Interim Consolidated Financial Statements – 30 June 2013

18. Loans and borrowings (cont’d) (c) Term Loans A subsidiary, Pacific Crest Pte Ltd entered into two term loan facilities on 6 February 2013 with a bank, consisting of secured and unsecured portions of up to US$40 million each per facility. In the event of a listing on a recognised stock exchange, the bank will be issued new shares which would amount to the interest component of the term loans after the date of approval by relevant authorities for the listing of the Company on a recognised exchange, at a pre-determined rate of 3.25% per annum and 4.75% per annum under the secured and unsecured facilities respectively. The two term loan facilities are secured by personal guarantees of a director of the Company and corporate guarantees from the Company, repayable in 36 months or upon the receipt of proceeds from listing, whichever is earlier, and bear interest at between SIBOR plus 2% per annum and 2.25% per annum. During the financial period, the weighted average interest rate on the bank borrowings is approximately 6.73% per annum (2012: nil%). 19. Finance lease obligations The Group has finance leases for motor vehicles. There are no restrictions placed upon the Group by entering into the leases. The weighted average effective interest rate implicit in the leases is about 5.78% per annum (31.12.2012: 5.69%). Future minimum lease payments under finance leases together with the present value of the net minimum lease payments are as follows: Unaudited 30 June 2013 Minimum Present lease value of payments payments US$ US$ Not later than one year Total minimum lease payments Less: Amount representing finance charges Present value of minimum lease payments 43,089 43,089 (7,026) 36,063 36,063 – Audited 31 December 2012 Minimum Present lease value of payments payments US$ US$ 114,273 114,273 (13,718) 100,555 100,555 –

36,063

36,063

100,555

100,555

B-46

APPENDIX B: UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2013
Notes to the Interim Consolidated Financial Statements – 30 June 2013

20. Share capital Unaudited 30 June 2013 No. of shares US$ Issued and fully paid ordinary shares: Balance at the beginning of the period/year Issuance of ordinary shares Balance at end of the period/year 50,116,196 118,344 50,234,540 32,086,004 322,801 32,408,805 50,000,000 116,196 50,116,196 31,773,696 312,308 32,086,004 Audited 31 December 2012 No. of shares US$

The holders of ordinary shares are entitled to receive dividends as and when declared by the Company. All ordinary shares carry one vote per share without restriction. The ordinary shares have no par value. 21. Foreign currency translation reserve and capital reserve (a) Foreign currency translation reserve The foreign currency translation reserve represents exchange differences arising from the translation of the financial statements of foreign operations whose functional currencies are different from that of the Group’s presentation currency. Unaudited 30 June 2013 US$ (743,304) Audited 31 December 2012 US$ (64,897)

At 1 January Net effect of exchange differences arising from translation of financial statements At 30 June/31 December (b)

(890,868) (1,634,172)

(678,407) (743,304)

Capital reserve Capital reserve represents: (i) (ii) Bargain purchase on acquisition of non-controlling interests. The excess of the Group’s investment in associated company CPC, arising from the elimination of CPC’s investment in a Group subsidiary, Pacific Offshore Pte Ltd (formally known as CPC Crest Pte Ltd (“CPC Crest”)). As at 31 December 2011,

B-47

APPENDIX B: UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2013
Notes to the Interim Consolidated Financial Statements – 30 June 2013

21. Foreign currency translation reserve and capital reserve (cont’d) (b) Capital reserve (cont’d) CPC Crest was jointly held by Alstonia Pte Ltd and CPC Solutions Pte Ltd. As CPC was accounted for as an associate of the Group as at 31 December 2011 and 2012, CPC’s investment in CPC Crest was eliminated against the Group’s cost of investment in CPC in the prior year. Where the elimination of investment in CPC Crest is in excess of the Group’s investment in CPC, the excess is recognised under capital reserve. Unaudited 30 June 2013 US$ 129,720 Audited 31 December 2012 US$ 3,142,813

At 1 January Arising from reversal of reserve created in the prior year following the Group’s acquisition of CPC’s investment in CPC Crest Bargain purchase on acquisition of non-controlling interests At 30 June/31 December

– – 129,720

(3,142,813) 129,720 129,720

22. Related party transactions In addition to the related party information shown elsewhere in the financial statements, the following related party transactions were entered into between the Group and its related parties on terms agreed between the parties: Unaudited 30 June 2013 US$ Income Charter hire income Interest income Ship management fee Gain on sale of vessels Expense Charter hire expense Interest expense Ship management fee 444,403 476,502 – 521,707 387,594 108,800 488,222 530,173 32,580 – 3,830,182 116,480 317,201 1,416,321 Unaudited 30 June 2012 US$

B-48

APPENDIX B: UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2013
Notes to the Interim Consolidated Financial Statements – 30 June 2013

23. Commitments (a) Capital commitments Capital expenditure contracted for as at the balance sheet date but not recognised in the financial statements are as follows: Unaudited 30 June 2013 US$ Capital commitment in respect of construction or purchase of vessels (b) 324,522,000 Audited 31 December 2012 US$ 235,352,000

Operating lease commitments – as lessee Rental expense (principally for offices) was US$785,655 and US$478,884 for the period/year ended 30 June 2013 and 30 June 2012, respectively. Future minimum rental payable under non-cancellable operating leases (excluding land use rights) at the balance sheet date are as follows: Unaudited 30 June 2013 US$ Not later than one year 404,394 Audited 31 December 2012 US$ 1,069,473

24. Financial risk management objectives and policies The Group is exposed to financial risks arising from its operations and the use of financial instruments. The key financial risks include credit risk, liquidity risk, interest rate risk and foreign currency risk. The Board of Directors reviews and agrees policies and procedures for the management of these risks. The following sections provide details regarding the Group’s exposure to the abovementioned financial risks and the objectives, policies and processes for the management of these risks. (a) Credit risk Credit risk is the risk of loss that may arise on outstanding financial instruments should a counterparty default on its obligations. The carrying amount of trade receivables, other receivables, and cash and bank balances represent the Company’s maximum exposure to credit risk. No other financial assets carry a significant exposure to credit risk. The Group minimises credit risk by trading with recognised and credit worthy third parties.

B-49

APPENDIX B: UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2013
Notes to the Interim Consolidated Financial Statements – 30 June 2013

24. Financial risk management objectives and policies (cont’d) (a) Credit risk (cont’d) The Group’s objective is to seek continuous revenue growth while minimising losses incurred due to increased credit risk exposure. It is the Group’s policy that all customers who trade on credit terms are subject to credit verification procedures. In addition, receivable balances are monitored on an ongoing basis. Credit risk concentration profile The Group determines concentration of credit risk by monitoring the ageing profile of its 5 major customers. At the balance sheet date, approximately 50% (31.12.2012: 60%) of the Group’s trade receivables were due from 5 major customers. < 60 days US$ 7,790,632 60 to 90 days US$ 529,213 > 90 days US$ 1,343,609

US$ 30.6.2013 Top 5 customers 31.12.2012 Top 5 customers (b) Liquidity risk 18,330,192 17,764,445

Current US$ 8,100,990

5,547,280

8,365,953

2,426,753

1,990,206

Liquidity risk is the risk that the Group will encounter difficulty in meeting financial obligations due to shortage of funds. The Group’s exposure to liquidity risk arises primarily from mismatches of the maturities of financial assets and liabilities. The Group’s objective is to maintain a balance between continuity of funding through the use of committed facilities. The Group has sufficient liquid funds sourced mainly from its holding company and credit facilities with its existing banks. The structure of its time charter contracts with customers requires revenue to be payable in advance or at the commencement of the contract, generating long-term streams of cash inflows. These mitigate the liquidity risk of the Group. Analysis of financial instruments by remaining contractual maturities The table below summarises the maturity profile of the Group’s financial assets and liabilities at the end of the reporting period based on contractual undiscounted repayment obligations.

B-50

APPENDIX B: UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2013
Notes to the Interim Consolidated Financial Statements – 30 June 2013

24. Financial risk management objectives and policies (cont’d) (b) Liquidity risk (cont’d) Analysis of financial instruments by remaining contractual maturities (cont’d) One year or less US$ 30.6.2013 Financial assets: Trade and other receivables Amounts due from related companies Cash and cash equivalents Total undiscounted financial assets Financial liabilities: Trade and other payables Amounts due to related companies Loans and borrowings Finance lease obligations Total undiscounted financial liabilities Total net undiscounted financial liabilities One to five years US$

Total US$

44,141,827 16,389,810 34,637,209 95,168,846

– – – –

44,141,827 16,389,810 34,637,209 95,168,846

50,114,984 851,217 72,396,072 43,089 123,405,362

– – 227,355,102 – 227,355,102

50,114,984 851,217 299,751,174 43,089 350,760,464

(28,236,516) (227,355,102) (255,591,618)

31.12.2012 Financial assets: Trade and other receivables Amounts due from related companies Cash and cash equivalents Total undiscounted financial assets Financial liabilities: Trade and other payables Amounts due to related companies Loans and borrowings Finance lease obligations Total undiscounted financial liabilities Total net undiscounted financial liabilities

34,798,041 32,177,310 23,660,791 90,636,142

– – – –

34,798,041 32,177,310 23,660,791 90,636,142

42,623,656 1,508,013 56,024,483 114,273 100,270,425

– – 231,924,258 – 231,924,258

42,623,656 1,508,013 287,948,741 114,273 332,194,683

(9,634,283) (231,924,258) (241,558,541)

B-51

APPENDIX B: UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2013
Notes to the Interim Consolidated Financial Statements – 30 June 2013

24. Financial risk management objectives and policies (cont’d) (c) Interest rate risk Interest rate risk is the risk that the future cash flows of the Group’s financial instruments will fluctuate because of changes in market interest rates. The Group’s exposure to interest rate risk arises primarily from their bank borrowings. To manage interest rate fluctuations, the Group enters into interest rate swaps. Sensitivity analysis for interest rate risk At the balance sheet date, if USD interest rates had been 75 (31.12.2012: 75) basis points lower/higher with all other variables held constant, the Group’s profit net of tax would have been US$2,137,893 (31.12.2012: US$2,077,317) higher/lower, arising mainly as a result of lower/higher interest expense on floating rate loans and borrowings. (d) Foreign currency risk The Group does not have any significant exposure to foreign exchange movements as a large portion of its receivables, payables and cash balances are denominated in United States dollars. However in 2012, the Group has transactional currency exposures arising from the construction of vessels in the PRC. The cost of construction will increase should the RMB appreciate against the USD. The Group uses forward currency contracts to hedge such currency exposures. 25. Fair values of financial instruments The fair values of financial instruments is the amount at which the instrument could be exchanged or settled between knowledgeable and willing parties in an arm’s length transaction, other than in a forced or liquidation sale. (i) Financial instruments whose carrying amounts approximate fair value The carrying amounts of cash and cash equivalents, trade and other receivables, trade and other payables approximate their fair values because these are short-term in nature.

B-52

APPENDIX B: UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2013
Notes to the Interim Consolidated Financial Statements – 30 June 2013

25. Fair values of financial instruments (cont’d) (ii) Forward currency and interest rate contracts As at 30 June 2013 and 31 December 2012, the contractual amounts and the fair value of the Group’s outstanding forward currency and interest rate contracts are: 30.6.2013 Notional Amount US$ Forward currency contracts Interest rate swaps 6,000,000 61,691,654 Adjustments to fair value US$ (736,339) 1,009,883 31.12.2012 Notional Amount US$ 5,000,000 49,811,656 Adjustments to fair value US$ 1,814,582 730,857

Fair value hierarchy The Group classifies fair value measurement using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels: • Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and Level 3 – Inputs for the asset or liability that are not based on observable market data (unobservable inputs).

Determination of fair value The fair value of forward currency and interest rate contracts are classified as Level 2. The fair value of forward currency contracts is calculated by reference to current forward exchange rates for contracts with similar maturity profiles. The fair value of interest rate contracts is determined by reference to valuation reports provided by counterparties. (iii) Other financial instruments The carrying amount of bank borrowings and finance lease obligations approximates fair values as they bear market interest rates which are revised at regular intervals and are estimated based on the expected cash flows discounted to present value.

B-53

APPENDIX B: UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2013
Notes to the Interim Consolidated Financial Statements – 30 June 2013

25. Fair values of financial instruments (cont’d) (iii) Other financial instruments (cont’d) Set below is a comparison by category of the carrying amount of all the Group’s financial instruments that are carried in the financial statements. Loans and receivables US$ 30.6.2013 Assets Vessels, plant and equipment Investment in joint venture companies Investment in associated companies Intangible assets Work-in-progress Inventories Trade receivables Other receivables Amounts due from related companies Cash and cash equivalents – – – – – – 36,549,570 7,592,257 16,389,810 34,637,209 95,168,846 31.12.2012 Assets Vessels, plant and equipment Investment in joint venture companies Investment in associated companies Club memberships Work-in-progress Inventories Trade receivables Other receivables Amounts due from related companies Cash and cash equivalents – – – – – – 30,709,905 4,088,136 32,177,310 23,660,791 90,636,142 445,829,490 26,914,863 2,298,097 325,269 1,682,170 421,649 – 2,256,435 – – 479,727,973 445,829,490 26,914,863 2,298,097 325,269 1,682,170 421,649 30,709,905 6,344,571 32,177,310 23,660,791 570,364,115 467,057,102 32,890,333 4,148,444 345,444 2,730,724 577,632 – 4,244,312 – – 511,993,991 467,057,102 32,890,333 4,148,444 345,444 2,730,724 577,632 36,549,570 11,836,569 16,389,810 34,637,209 607,162,837 Non-financial assets US$

Total US$

B-54

APPENDIX B: UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2013
Notes to the Interim Consolidated Financial Statements – 30 June 2013

25. Fair values of financial instruments (cont’d) (iii) Other financial instruments (cont’d)
Liabilities at amortised cost US$ 30.6.2013 Liabilities Trade payables Other payables Amounts due to related companies Loans and borrowings Provision for taxation Finance lease obligations 17,270,039 31,856,995 851,217 290,889,952 – 36,063 340,904,266 31.12.2012 Liabilities Trade payables Other payables Amounts due to related companies Loans and borrowings Provision for taxation Finance lease obligations 6,974,713 34,387,448 1,508,013 279,214,939 – 100,555 322,185,668 – 1,261,495 – – – – 1,261,495 – 24,998,292 – – 15,545,264 – 40,543,556 6,974,713 60,647,235 1,508,013 279,214,939 15,545,264 100,555 363,990,719 – 987,950 – – – – 987,950 – 14,536,635 – – 15,365,843 – 29,902,478 17,270,039 47,381,580 851,217 290,889,952 15,365,843 36,063 371,794,694 Non-financial liabilities US$

Derivatives US$

Total US$

26. Capital management The primary objective of the Group’s capital management is to ensure it maintains a strong credit rating and healthy capital ratios in order to support its business, maximise shareholder value and fulfil its financing commitments. The Group manages its capital structure and makes adjustments to it, in light of changes in economic conditions, to maintain or adjust the capital structure. The Group may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. No changes were made in the objectives, policies or processes during the period ended 30 June 2013.

B-55

APPENDIX B: UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2013
Notes to the Interim Consolidated Financial Statements – 30 June 2013

27. Segment information For management purposes, the Group is organised into three main operating business divisions: I. The Offshore Support Services business is mainly engaged in the owning, managing, chartering and the operating of offshore vessels serving the offshore oil and gas industry; The Subsea Business is mainly engaged in the owning, chartering and operating of saturation dive support vessels, and offers a range of subsea inspection, repair and maintenance services, light construction services and rapid intervention services; and The Complementary Businesses which comprise the Marine Equipment Business and Project Logistics Business. The Marine Equipment Business is mainly engaged in the supply, sale and maintenance of various kinds of deck equipment, such as winches and cranes. The Project Logistics Business is mainly engaged in the delivery of lump sum marine transportation solutions for companies involved in offshore construction as well as civil or port terminal works.

II.

III.

Except as indicated above, no operating segments have been aggregated to form the above reportable operating segments. Management monitors the operating results of its business units separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on profit from operations. Inter-segment pricing, if any, is determined on an arm’s length basis. In presenting geographical information, segment revenue is based on the location in which the services are performed. Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis.

B-56

APPENDIX B: UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2013
Notes to the Interim Consolidated Financial Statements – 30 June 2013

27. Segment information (cont’d)
Offshore Support Services Business US$ 30 June 2013 Revenue: External customers Results: Interest income Interest expense Depreciation and amortisation Share of results of associated companies Share of results of joint venture companies Other non-cash expenses (Note A) Segment profit/(loss) Assets: Investment in associated company Investment in joint venture companies Additions to non-current assets Segment assets Segment liabilities 30 June 2012 Revenue: External customers Results: Interest income Interest expense Depreciation and amortisation Share of results of associated companies Share of results of joint venture companies Other non-cash expenses (Note A) Segment profit/(loss) Assets: Investment in associated companies Investment in joint venture companies Additions to non-current assets Segment assets Segment liabilities 3,419,017 29,172,764 47,268,773 486,642,206 357,764,606 – – 3,373,775 79,031,687 20,156,043 – – 69,863 3,013,045 2,505,414 3,419,017 29,172,764 50,712,411 568,686,938 380,426,063 121,711 (5,645,014) (9,444,202) 1,023,171 3,277,103 – 10,204,627 – (236,605) (2,932,169) – – (574,080) (4,645,627) 13 – (37,163) 2,615,192 – – 5,072,263 121,724 (5,881,619) (12,413,534) 3,638,363 3,277,103 (574,080) 10,631,263 58,363,094 3,906,782 959,296 63,229,172 4,148,444 32,890,333 73,464,762 484,371,507 335,647,713 – – 239,410 106,128,239 18,960,162 – – 27,304 16,663,091 17,186,819 4,148,444 32,890,333 73,731,476 607,162,837 371,794,694 536,354 (5,955,879) (9,352,234) 1,924,403 6,165,054 – 19,484,636 48,262 (244,811) (2,731,083) – – (47,060) 8,440,879 – (3,130) (46,653) 385,768 – (2,792,065) 1,712,027 584,616 (6,203,820) (12,129,970) 2,310,171 6,165,054 (2,839,125) 29,637,542 52,091,152 19,906,437 5,649,625 77,647,214 Per consolidated financial statements US$

Subsea Business US$

Complementary Business US$

A.

Other non-cash expenses consist of inventories written-down, provisions, and impairment of financial assets as presented in the respective notes to the financial statements.

B-57

APPENDIX B: UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2013
Notes to the Interim Consolidated Financial Statements – 30 June 2013

27. Segment information (cont’d) Geographical information Revenue is based on the geographical location in which the services are performed. Non-current assets are based on the geographical location of the entity: Revenues Unaudited Unaudited 30 June 2013 30 June 2012 US$ US$ Asia Africa Australia South America 45,525,655 13,899,536 11,505,655 6,716,368 77,647,214 45,984,005 11,695,867 4,247,298 1,302,002 63,229,172 Non-current assets Unaudited Audited 30 June 2013 30 June 2012 US$ US$ 500,583,482 – – 3,857,841 504,441,323 504,080,396 – – 3,208,468 507,288,864

Non-current assets information presented above consist of vessels, plant and equipment, investment in associated companies, joint venture companies and club memberships as presented in the consolidated balance sheet. Information about major customers Revenue from a major customer (2012: 2) amounting to US$10,396,649 and US$14,919,923 for the financial period ended 30 June 2013 and 2012 respectively arose from sales by the Offshore Support Services Business. Revenue from a major customer (2012: nil) amounting to US$8,472,474 (2012: nil) for the financial period ended 30 June 2013 arose from sales by the Subsea Business. 28. Subsequent events On 15 July 2013, the Company declared an interim dividend of US 14.19 cents per ordinary share, amounting to US$7,130,000. The dividend was paid on 31 July 2013. In July 2013, the Group’s subsidiary company, Consolidated Pipe Carriers Pte Ltd (“CPC”) disposed its entire interest in two of its subsidiaries, CPC Do Brasil Serivcos De Logistica Ltda and Consolidated Pipe Carriers Limited (Bahamas). On 10 July 2013, the Group’s subsidiary companies, Alstonia Offshore Pte. Ltd. (“Alstonia”) and Radiance Offshore B.V. (“ROBV”) incorporated a wholly-owned subsidiary, Pacific Radiance (East Africa) and subscribed for 99% and 1% of the shares in this subsidiary respectively for a total consideration of MTn15,000.

B-58

APPENDIX B: UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2013
Notes to the Interim Consolidated Financial Statements – 30 June 2013

28. Subsequent events (cont’d) On 16 October 2013, the Group’s subsidiary company, Strato Maritime Services Pte. Ltd. (“Strato”) transferred its entire interest in CPC and CrestSA Marine & Offshore Pte. Ltd. to the Group’s wholly-owned subsidiaries, Crest Logistics Pte. Ltd. and Crest Shipyard Pte. Ltd. respectively. 29. Comparative information The financial information for the six-month period ended 30 June 2012, presented for comparative purposes, have not been audited nor reviewed by the Reporting Auditors. 30 Authorisation of financial statements The unaudited interim consolidated financial statements of the Group for the period from 1 January 2013 to 30 June 2013 were authorised for issue in accordance with a resolution of the directors on 28 October 2013.

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APPENDIX C – UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION OF PACIFIC RADIANCE LTD. AND ITS SUBSIDIARIES FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2012 AND THE SIX MONTHS ENDED 30 JUNE 2013
INDEPENDENT PRACTITIONER’S ASSURANCE REPORT ON THE COMPILATION OF PRO FORMA FINANCIAL INFORMATION INCLUDED IN THE PROSPECTUS OF PACIFIC RADIANCE LTD. AND ITS SUBSIDIARIES FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2012 AND THE SIX MONTHS ENDED 30 JUNE 2013

28 October 2013 The Board of Directors Pacific Radiance Ltd. 15 Pandan Road Singapore 609263 Report on the Compilation of Pro Forma Financial Information Included in a Prospectus We have completed our assurance engagement to report on the compilation of pro forma financial information of Pacific Radiance Ltd. (the “Company”) and its subsidiaries (the “Group”) by management. The pro forma financial information consists of the pro forma consolidated balance sheets as at 31 December 2012 and 30 June 2013, the pro forma consolidated statements of comprehensive income and the pro forma consolidated statements of cash flow for the year ended 31 December 2012 and the six months ended 30 June 2013, and related notes as set out on pages C-4 to C-28 of the Prospectus issued by the Company. The applicable criteria on the basis of which management has compiled the pro forma financial information are described in Note 3. The pro forma financial information has been compiled by management to illustrate the impact of the transactions set out in Note 2 on the Group’s financial position as at 31 December 2012 and 30 June 2013 and the Group’s financial performance and cash flows for the year ended 31 December 2012 and the six months ended 30 June 2013 as if the transactions had taken place on 1 January 2012. As part of this process, information about the Group’s financial position, financial performance and cash flows has been extracted by management from the Group’s financial statements for the periods ended 31 December 2012 and 30 June 2013, on which an audit and a review report respectively have been issued. Management’s Responsibility for the Pro Forma Financial Information Management is responsible for compiling the pro forma financial information on the basis as described in Note 3. Practitioner’s Responsibilities Our responsibility is to express an opinion about whether the pro forma financial information has been compiled, in all material respects, by management on the basis as described in Note 3.

C-1

APPENDIX C – UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION OF PACIFIC RADIANCE LTD. AND ITS SUBSIDIARIES FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2012 AND THE SIX MONTHS ENDED 30 JUNE 2013
INDEPENDENT PRACTITIONER’S ASSURANCE REPORT ON THE COMPILATION OF PRO FORMA FINANCIAL INFORMATION INCLUDED IN THE PROSPECTUS OF PACIFIC RADIANCE LTD. AND ITS SUBSIDIARIES FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2012 AND THE SIX MONTHS ENDED 30 JUNE 2013

Practitioner’s Responsibilities (cont’d) We conducted our engagement in accordance with Singapore Standard on Assurance Engagements (SSAE) 3420, Assurance Engagements to Report on the Compilation of Pro Forma Financial Information Included in a Prospectus , issued by the Institute of Singapore Chartered Accountants. This standard requires that the practitioner comply with ethical requirements and plan and perform procedures to obtain reasonable assurance about whether management has compiled, in all material respects, the pro forma financial information on the basis as described in Note 3. For purposes of this engagement, we are not responsible for updating or reissuing any reports or opinions on any historical financial information used in compiling the pro forma financial information, nor have we, in the course of this engagement, performed an audit or review of the financial information used in compiling the pro forma financial information. The purpose of pro forma financial information included in a prospectus is solely to illustrate the impact of a significant event or transaction on unadjusted financial information of the entity as if the event had occurred or the transaction had been undertaken at an earlier date selected for purposes of the illustration. Accordingly, we do not provide any assurance that the actual outcome of the event or transaction at 1 January 2012 would have been as presented. A reasonable assurance engagement to report on whether the pro forma financial information has been compiled, in all material respects, on the basis of the applicable criteria involves performing procedures to assess whether the applicable criteria used by management in the compilation of the pro forma financial information provide a reasonable basis for presenting the significant effects directly attributable to the event or transaction, and to obtain sufficient appropriate evidence about whether: • • The related pro forma adjustments give appropriate effect to those criteria; and The pro forma financial information reflects the proper application of those adjustments to the unadjusted financial information.

The procedures selected depend on the practitioner’s judgment, having regard to the practitioner’s understanding of the nature of the Group, the event or transaction in respect of which the pro forma financial information has been compiled, and other relevant engagement circumstances. The engagement also involves evaluating the overall presentation of the pro forma financial information. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. C-2

APPENDIX C – UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION OF PACIFIC RADIANCE LTD. AND ITS SUBSIDIARIES FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2012 AND THE SIX MONTHS ENDED 30 JUNE 2013
INDEPENDENT PRACTITIONER’S ASSURANCE REPORT ON THE COMPILATION OF PRO FORMA FINANCIAL INFORMATION INCLUDED IN THE PROSPECTUS OF PACIFIC RADIANCE LTD. AND ITS SUBSIDIARIES FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2012 AND THE SIX MONTHS ENDED 30 JUNE 2013

Opinion In our opinion: (a) The pro forma financial information has been compiled: (i) in a manner consistent with the accounting policies adopted by Pacific Radiance Ltd and its subsidiaries in its latest audited financial statements, which are in accordance with Singapore Financial Reporting Standards; on the basis of the applicable criteria stated in Note 3 of the pro forma financial information; and

(ii)

(b)

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

This report has been prepared solely for inclusion in the Prospectus dated 28 October 2013 in connection with the proposed listing of the Company’s shares on the Main Board of Singapore Exchange Securities Trading Limited.

ERNST & YOUNG LLP Public Accountants and Chartered Accountants Singapore One Raffles Quay North Tower, Level 18 Singapore 048583 Partner in charge: Max Loh Khum Whai

C-3

APPENDIX C – UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION OF PACIFIC RADIANCE LTD. AND ITS SUBSIDIARIES FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2012 AND THE SIX MONTHS ENDED 30 JUNE 2013
PACIFIC RADIANCE LTD. AND ITS SUBSIDIARIES UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2012 AND THE SIX MONTHS ENDED 30 JUNE 2013

(Amounts expressed in United States Dollars) Year ended 31 December 2012 US$ Revenue Cost of sales Gross profit Other operating income General and administrative expenses Other operating expenses Finance costs Share of results of associated companies Share of results of joint venture companies Profit before taxation Taxation Profit for the year/period Other comprehensive income: Foreign exchange translation Other comprehensive income for the year/period, net of tax Total comprehensive income for the year/period Profit for the year/period attributable to: Equity holders of the parent Non-controlling interests 36,888,930 (416,281) 36,472,649 Total comprehensive income attributable to: Equity holders of the parent Non-controlling interests 36,275,481 (406,231) 35,869,250 13,233,473 (273,695) 12,959,778 14,013,728 (250,818) 13,762,910 (603,399) (603,399) 35,869,250 (803,132) (803,132) 12,959,778 134,845,955 (128,499,419) 6,346,536 46,044,693 (22,000,174) (68,080) (10,345,624) 5,723,627 8,089,061 33,790,039 2,682,610 36,472,649 Six months ended 30 June 2013 US$ 69,078,111 (50,721,937) 18,356,174 6,797,032 (13,405,245) (880,157) (5,516,626) 2,310,171 6,165,054 13,826,403 (63,493) 13,762,910

C-4

APPENDIX C – UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION OF PACIFIC RADIANCE LTD. AND ITS SUBSIDIARIES FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2012 AND THE SIX MONTHS ENDED 30 JUNE 2013
PACIFIC RADIANCE LTD. AND ITS SUBSIDIARIES UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEETS AS AT 31 DECEMBER 2012 AND 30 JUNE 2013

(Amounts expressed in United States Dollars)
As at 31 December 2012 US$ ASSETS Non-current assets Vessels, plant and equipment Investment in associated companies Investment in joint venture companies Intangible assets Current assets Inventories Work-in-progress Trade receivables Other receivables Amounts due from related companies Cash and cash equivalents Total assets EQUITY AND LIABILITIES Current liabilities Trade payables Other payables Amounts due to related companies Loans and borrowings Provision for taxation Finance lease obligations Non-current liabilities Other payables Loans and borrowings Total liabilities Net assets Equity attributable to equity holders of the Company Share capital Retained earnings Foreign exchange translation reserve Capital reserve Non-controlling interests Total equity As at 30 June 2013 US$

713,559,349 3,266,026 27,254,088 325,269 744,404,732 421,649 1,682,170 36,665,788 13,439,972 33,895,107 58,713,730 144,818,416 889,223,148

703,561,353 5,502,141 33,229,558 345,444 742,638,496 473,537 2,730,724 35,849,651 12,627,345 16,389,810 41,932,626 110,003,693 852,642,189

17,766,112 56,475,903 9,212,777 115,948,356 15,800,293 100,555 215,303,996 10,760,867 459,141,833 469,902,700 685,206,696 204,016,452 32,086,004 170,712,081 (668,296) 112,227 202,242,016 1,774,436 204,016,452

16,640,389 46,655,064 851,217 80,844,715 15,355,741 36,063 160,383,189 10,496,824 464,561,032 475,057,856 635,441,045 217,201,144 32,408,805 184,725,809 (1,546,438) 112,227 215,700,403 1,500,741 217,201,144

C-5

APPENDIX C – UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION OF PACIFIC RADIANCE LTD. AND ITS SUBSIDIARIES FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2012 AND THE SIX MONTHS ENDED 30 JUNE 2013
PACIFIC RADIANCE LTD. AND ITS SUBSIDIARIES UNAUDITED PRO FORMA CONSOLIDATED CASH FLOW STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2012 AND THE SIX MONTHS ENDED 30 JUNE 2013

(Amounts expressed in United States Dollars) Year ended 31 December 2012 US$ Cash flows from operating activities: Profit before taxation Adjustments for: Depreciation of vessels, plant and equipment Interest expense Interest income Share of results of associated companies Share of results of joint venture companies Gain on sale of vessels, plant and equipment, net Impairment of doubtful trade and non-trade receivables, net Net fair value gain on derivative financial instruments Provision for litigation claims Debts waived by previous shareholder of a subsidiary Impairment of goodwill Exchange differences Operating cash flows before changes in working capital (Increase)/decrease in receivables (Increase)/decrease in amounts due from/to related companies Decrease/(increase) in inventories Increase in work-in-progress Increase/(decrease) in payables Cash (used in)/generated from operations Income tax paid Interest paid Interest received Net cash flows (used in)/generated from operating activities 33,790,039 18,413,114 10,345,624 (741,301) (5,723,627) (8,089,061) (45,022,883) 2,112,166 (2,545,439) – – (167,126) 242,341 2,613,847 (2,286,000) (19,131,543) 1,835,701 (982,204) 11,158,473 (6,791,726) (910,808) (10,345,624) 741,301 (17,306,857) Six months ended 30 June 2013 US$ 13,826,403 10,553,655 5,516,629 (584,616) (2,310,171) (6,165,054) (250,562) 73,038 (273,544) 908,839 (3,011,034) – (1,123,687) 17,159,896 1,555,726 9,143,741 (51,888) (1,048,554) (8,570,825) 18,188,096 (106,066) (5,516,629) 584,616 13,150,017

C-6

APPENDIX C – UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION OF PACIFIC RADIANCE LTD. AND ITS SUBSIDIARIES FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2012 AND THE SIX MONTHS ENDED 30 JUNE 2013
PACIFIC RADIANCE LTD. AND ITS SUBSIDIARIES UNAUDITED PRO FORMA CONSOLIDATED CASH FLOW STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2012 AND THE SIX MONTHS ENDED 30 JUNE 2013

(Amounts expressed in United States Dollars) Year ended 31 December 2012 US$ Cash flows from investing activities: Purchase of vessels, plant and equipment Investment in joint venture companies Investment in associated company Investment in club memberships Purchase of trademark Net cash outflow on acquisition of subsidiaries Proceeds from sale of vessels, plant and equipment Net cash flows used in investing activities Cash flows from financing activities: Acquisition of non-controlling interest Issuance of ordinary shares Repayment of finance lease obligations Proceeds from loans and borrowings Repayment of bank term loans Dividend paid Net cash flows generated from/(used in) financing activities Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents at 1 January Cash and cash equivalents at 31 December/30 June (438,406,731) – (553,700) (17,633) – (26,079) 219,239,627 (219,764,516) Six months ended 30 June 2013 US$ (759,411) (400) – – (20,175) – 275,000 (504,986)

(986,513) 312,308 (99,693) 528,139,334 (238,660,033) (7,130,000) 281,575,403 44,504,030 14,209,700 58,713,730

– 322,801 (64,492) 47,383,000 (77,067,444) – (29,426,135) (16,781,104) 58,713,730 41,932,626

C-7

APPENDIX C – UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION OF PACIFIC RADIANCE LTD. AND ITS SUBSIDIARIES FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2012 AND THE SIX MONTHS ENDED 30 JUNE 2013

PACIFIC RADIANCE LTD. AND ITS SUBSIDIARIES

STATEMENT OF ADJUSTMENTS FOR THE UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2012

(Amounts expressed in United States Dollars)

Pro forma adjustments

C-8
130,832,038 (93,744,445) 37,087,593 19,326,060 (18,211,516) (868,543) (11,458,067) (5,207,230) 7,967,828 28,636,125 3,120,983 31,757,108 (8,332,650) (1,193,621) (3,788,658) 800,463 (380,630) 10,780,302 – (2,114,794) (438,373) (2,553,167) 48,022,530 (56,355,180)

Audited consolidated statement of comprehensive income US$ Acquisition of CPC (Note 2(i)) US$ Disposal of vessels (Note 2(ii)) US$ (44,008,613) 21,600,206 (22,408,407) 27,912,254 – – 1,493,073 150,555 121,233 7,268,708 – 7,268,708

Total US$ 4,013,917 (34,754,974) (30,741,057) 26,718,633 (3,788,658) 800,463 1,112,443 10,930,857 121,233 5,153,914 (438,373) 4,715,541

Unaudited pro forma consolidated statement of comprehensive income US$ 134,845,955 (128,499,419) 6,346,536 46,044,693 (22,000,174) (68,080) (10,345,624) 5,723,627 8,089,061 33,790,039 2,682,610 36,472,649

Revenue Cost of sales

Gross profit Other operating income General and administrative expenses Other operating expenses Finance costs Share of results of associated companies Share of results of joint venture companies

Profit before taxation Taxation

Profit for the year

APPENDIX C – UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION OF PACIFIC RADIANCE LTD. AND ITS SUBSIDIARIES FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2012 AND THE SIX MONTHS ENDED 30 JUNE 2013

PACIFIC RADIANCE LTD. AND ITS SUBSIDIARIES

STATEMENT OF ADJUSTMENTS FOR THE UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2012

Audited consolidated statement of comprehensive income US$ Pro forma adjustments Acquisition of CPC (Note 2(i)) US$ 64,958 64,958 (2,488,209) – – 7,268,708 Disposal of vessels (Note 2(ii)) US$ (668,357) (668,357) 31,088,751

Total US$ 64,958 64,958 4,780,499

Unaudited pro forma consolidated statement of comprehensive income US$ (603,399) (603,399) 35,869,250

C-9
32,173,389 (416,281) 31,757,108 (2,553,167) – (2,553,167) 31,494,982 (406,231) 31,088,751 (2,488,209) – (2,488,209)

Other comprehensive income: Foreign exchange translation

Other comprehensive income for the year, net of tax

Total comprehensive income for the year

Profit for the year attributable to: Equity holders of the parent Non-controlling interests

7,268,708 – 7,268,708

4,715,541 – 4,715,541

36,888,930 (416,281) 36,472,649

Total comprehensive income attributable to: Equity holders of the parent Non-controlling interests

7,268,708 – 7,268,708

4,780,499 – 4,780,499

36,275,481 (406,231) 35,869,250

APPENDIX C – UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION OF PACIFIC RADIANCE LTD. AND ITS SUBSIDIARIES FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2012 AND THE SIX MONTHS ENDED 30 JUNE 2013

PACIFIC RADIANCE LTD. AND ITS SUBSIDIARIES

STATEMENT OF ADJUSTMENTS FOR THE UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE FINANCIAL PERIOD ENDED 30 JUNE 2013

(Amounts expressed in United States Dollars)

Pro forma adjustments

C-10
77,647,214 (52,907,714) 24,739,500 18,164,642 (12,834,519) (2,703,486) (6,203,820) 2,310,171 6,165,054 29,637,542 (51,851) 29,585,691 5,928,935 (5,133,396) 795,539 391,542 (570,726) 1,823,329 (26,400) – – 2,413,284 (11,642) 2,401,642

Unaudited consolidated statement of comprehensive income US$ Acquisition of CPC (Note 2(i)) US$

Disposal of vessels (Note 2(ii)) US$ (14,498,038) 7,319,173 (7,178,865) (11,759,152) – – 713,594 – – (18,224,423) – (18,224,423)

Total US$ (8,569,103) 2,185,777 (6,383,326) (11,367,610) (570,726) 1,823,329 687,194 – – (15,811,139) (11,642) (15,822,781)

Unaudited pro forma consolidated statement of comprehensive income US$ 69,078,111 (50,721,937) 18,356,174 6,797,032 (13,405,245) (880,157) (5,516,626) 2,310,171 6,165,054 13,826,403 (63,493) 13,762,910

Revenue Cost of sales

Gross profit Other operating income General and administrative expenses Other operating expenses Finance costs Share of results of associated companies Share of results of joint venture companies

Profit before taxation Taxation

Profit for the period

APPENDIX C – UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION OF PACIFIC RADIANCE LTD. AND ITS SUBSIDIARIES FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2012 AND THE SIX MONTHS ENDED 30 JUNE 2013

PACIFIC RADIANCE LTD. AND ITS SUBSIDIARIES

STATEMENT OF ADJUSTMENTS FOR THE UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE FINANCIAL PERIOD ENDED 30 JUNE 2013

Unaudited consolidated statement of comprehensive income US$ Acquisition of CPC (Note 2(i)) US$ 110,613 110,613 2,512,255 Disposal of vessels (Note 2(ii)) US$ – – (18,224,423) (913,745) (913,745) 28,671,946

Pro forma adjustments

Total US$ 110,613 110,613 (15,712,168)

Unaudited pro forma consolidated statement of comprehensive income US$ (803,132) (803,132) 12,959,778

C-11
29,836,509 (250,818) 29,585,691 2,401,642 – 2,401,642 28,945,641 (273,695) 28,671,946 2,512,255 – 2,512,255

Other comprehensive income: Foreign exchange translation

Other comprehensive income for the period, net of tax

Total comprehensive income for the period

Profit for the period attributable to: Equity holders of the parent Non-controlling interests

(18,224,423) – (18,224,423)

(15,822,781) – (15,822,781)

14,013,728 (250,818) 13,762,910

Total comprehensive income attributable to: Equity holders of the parent Non-controlling interests

(18,224,423) – (18,224,423)

(15,712,168) – (15,712,168)

13,233,473 (273,695) 12,959,778

APPENDIX C – UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION OF PACIFIC RADIANCE LTD. AND ITS SUBSIDIARIES FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2012 AND THE SIX MONTHS ENDED 30 JUNE 2013

PACIFIC RADIANCE LTD. AND ITS SUBSIDIARIES

STATEMENT OF ADJUSTMENTS FOR THE UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET AS AT 31 DECEMBER 2012

(Amounts expressed in United States Dollars)
Pro forma adjustments Audited consolidated balance sheet US$ Acquisition of CPC (Note 2(i)) US$ Disposal of vessels (Note 2(ii)) US$ Additions of vessels (Note 2(iii)) US$ Dividends paid (Note 2(iv)) US$

Total US$

Unaudited pro forma consolidated balance sheet US$

C-12
445,829,490 2,298,097 26,914,863 325,269 475,367,719 421,649 1,682,170 30,709,905 6,344,571 32,177,310 23,660,791 94,996,396 570,364,115 15,646,802 15,785,144 – – 5,955,883 7,095,401 1,717,797 877,721 138,342 (96,212,713) – – – – – 64,545,667 64,545,667 (31,667,046) 138,342 – – – (97,519,867) 967,929 339,225 – 365,111,384 – – – 365,111,384 341,870,935

ASSETS Non-current assets Vessels, plant and equipment Investment in associated companies Investment in joint venture companies Intangible assets

– – – – – – – – – – (23,240,449) (23,240,449) – – – – – (7,130,000) (7,130,000) (7,130,000)

267,729,859 967,929 339,225 – 269,037,013 – – 5,955,883 7,095,401 1,717,797 35,052,939 49,822,020 318,859,033

713,559,349 3,266,026 27,254,088 325,269 744,404,732 421,649 1,682,170 36,665,788 13,439,972 33,895,107 58,713,730 144,818,416 889,223,148

Current assets Inventories Work-in-progress Trade receivables Other receivables Amounts due from related companies Cash and cash equivalents

Total assets

APPENDIX C – UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION OF PACIFIC RADIANCE LTD. AND ITS SUBSIDIARIES FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2012 AND THE SIX MONTHS ENDED 30 JUNE 2013

PACIFIC RADIANCE LTD. AND ITS SUBSIDIARIES

STATEMENT OF ADJUSTMENTS FOR THE UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET AS AT 31 DECEMBER 2012

Pro forma adjustments Audited consolidated balance sheet US$ Acquisition of CPC (Note 2(i)) US$ Disposal of vessels (Note 2(ii)) US$ Additions of vessels (Note 2(iii)) US$ Dividends paid (Note 2(iv)) US$

Total US$

Unaudited pro forma consolidated balance sheet US$

C-13
6,974,713 51,159,427 1,508,013 54,457,759 15,545,264 100,555 129,745,731 9,487,808 224,757,180 234,244,988 363,990,719 206,373,396 18,280,796 (2,495,652) – – – 18,280,796 (1,096,718) 1,273,059 (39,112,095) (37,839,036) (38,935,754) 7,268,708 10,791,399 (3,364,830) 7,704,764 2,894,434 255,029 – – 8,681,306 – (9,778,024) – – – – – 68,374,187 – – 68,374,187 – 273,496,748 273,496,748 341,870,935 –

EQUITY AND LIABILITIES Current liabilities Trade payables Other payables Amounts due to related companies Loans and borrowings Provision for taxation Finance lease obligations

– – – – – – – – – – – (7,130,000)

10,791,399 5,316,476 7,704,764 61,490,597 255,029 – 85,558,265 1,273,059 234,384,653 235,657,712 321,215,977 (2,356,944)

17,766,112 56,475,903 9,212,777 115,948,356 15,800,293 100,555 215,303,996 10,760,867 459,141,833 469,902,700 685,206,696 204,016,452

Non-current liabilities Other payables Loans and borrowings

Total liabilities

Net assets

APPENDIX C – UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION OF PACIFIC RADIANCE LTD. AND ITS SUBSIDIARIES FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2012 AND THE SIX MONTHS ENDED 30 JUNE 2013

PACIFIC RADIANCE LTD. AND ITS SUBSIDIARIES

STATEMENT OF ADJUSTMENTS FOR THE UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET AS AT 31 DECEMBER 2012

Pro forma adjustments Audited consolidated balance sheet US$ Acquisition of CPC (Note 2(i)) US$ Disposal of vessels (Note 2(ii)) US$ Additions of vessels (Note 2(iii)) US$ Dividends paid (Note 2(iv)) US$

Total US$

Unaudited pro forma consolidated balance sheet US$

C-14
32,086,004 173,126,540 (743,304) 129,720 204,598,960 1,774,436 206,373,396 (2,495,652) 7,268,708 (2,495,652) – 7,268,708 – – – – – (2,553,167) 75,008 (17,493) – 7,268,708 – – – – – –

Equity attributable to equity holders of the Company Share capital Retained earnings Foreign exchange translation reserve Capital reserve

– (7,130,000) – – (7,130,000) – (7,130,000)

– (2,414,459) 75,008 (17,493) (2,356,944) – (2,356,944)

32,086,004 170,712,081 (668,296) 112,227 202,242,016 1,774,436 204,016,452

Non-controlling interests

Total equity

APPENDIX C – UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION OF PACIFIC RADIANCE LTD. AND ITS SUBSIDIARIES FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2012 AND THE SIX MONTHS ENDED 30 JUNE 2013

PACIFIC RADIANCE LTD. AND ITS SUBSIDIARIES

STATEMENT OF ADJUSTMENTS FOR THE UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET AS AT 30 JUNE 2013

(Amounts expressed in United States Dollars)
Pro forma adjustments Unaudited consolidated balance sheet US$ Acquisition of CPC (Note 2(i)) US$ Disposal of vessels (Note 2(ii)) US$ Additions of vessels (Note 2(iii)) US$ Dividends paid (Note 2(iv)) US$

Total US$

Unaudited pro forma consolidated balance sheet US$

C-15
467,057,102 4,148,444 32,890,333 345,444 504,441,323 577,632 2,730,724 36,549,570 11,836,569 16,389,810 34,637,209 102,721,514 607,162,837 (630,032) (297,154) (104,095) – (699,919) 790,776 – (616,794) 332,878 (54,295,200) – – – – – 15,042,211 15,042,211 (39,252,989) (52,890) 385,768 – – (55,602,354) 967,929 339,225 – 292,159,495 – – – 292,159,495 – – – – – – – 292,159,495

ASSETS Non-current assets Vessels, plant and equipment Investment in associated companies Investment in joint venture companies Intangible assets

– – – – – – – – – – (7,130,000) (7,130,000) (7,130,000)

236,504,251 1,353,697 339,225 – 238,197,173 (104,095) – (699,919) 790,776 – 7,295,417 7,282,179 245,479,352

703,561,353 5,502,141 33,229,558 345,444 742,638,496 473,537 2,730,724 35,849,651 12,627,345 16,389,810 41,932,626 110,003,693 852,642,189

Current assets Inventories Work-in-progress Trade receivables Other receivables Amounts due from related companies Cash and cash equivalents

Total assets

APPENDIX C – UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION OF PACIFIC RADIANCE LTD. AND ITS SUBSIDIARIES FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2012 AND THE SIX MONTHS ENDED 30 JUNE 2013

PACIFIC RADIANCE LTD. AND ITS SUBSIDIARIES

STATEMENT OF ADJUSTMENTS FOR THE UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET AS AT 30 JUNE 2013

Pro forma adjustments Unaudited consolidated balance sheet US$ Acquisition of CPC (Note 2(i)) US$ Disposal of vessels (Note 2(ii)) US$ Additions of vessels (Note 2(iii)) US$ Dividends paid (Note 2(iv)) US$

Total US$

Unaudited pro forma consolidated balance sheet US$

C-16
17,270,039 38,157,814 851,217 69,728,078 15,365,843 36,063 141,409,054 9,223,766 221,161,874 230,385,640 371,794,694 235,368,143 (215,870) (81,284) – – – (215,870) 527,259 1,273,058 (30,097,591) (28,824,533) (28,297,274) (10,955,715) – (184,056) – (21,712) (10,102) – (629,650) 8,681,306 – (7,524,397) – – – – – 18,662,746 – – 18,662,746 – 273,496,749 273,496,749 292,159,495 –

EQUITY AND LIABILITIES Current liabilities Trade payables Other payables Amounts due to related companies Loans and borrowings Provision for taxation Finance lease obligations

– – – – – – – – – – – (7,130,000)

(629,650) 8,497,250 – 11,116,637 (10,102) – 18,974,135 1,273,058 243,399,158 244,672,216 263,646,351 (18,166,999)

16,640,389 46,655,064 851,217 80,844,715 15,355,741 36,063 160,383,189 10,496,824 464,561,032 475,057,856 635,441,045 217,201,144

Non-current liabilities Other payables Loans and borrowings

Total liabilities

Net assets

APPENDIX C – UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION OF PACIFIC RADIANCE LTD. AND ITS SUBSIDIARIES FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2012 AND THE SIX MONTHS ENDED 30 JUNE 2013

PACIFIC RADIANCE LTD. AND ITS SUBSIDIARIES

STATEMENT OF ADJUSTMENTS FOR THE UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET AS AT 30 JUNE 2013

Pro forma adjustments Unaudited consolidated balance sheet US$ Acquisition of CPC (Note 2(i)) US$ Disposal of vessels (Note 2(ii)) US$ Additions of vessels (Note 2(iii)) US$ Dividends paid (Note 2(iv)) US$

Total US$

Unaudited pro forma consolidated balance sheet US$

C-17
32,408,805 202,963,049 (1,634,172) 129,720 233,867,402 1,500,741 235,368,143 (81,284) (10,955,715) (81,284) – (10,955,715) – – – – – (151,525) 87,734 (17,493) – (10,955,715) – – – – – –

Equity attributable to equity holders of the Company Share capital Retained earnings Foreign exchange translation reserve Capital reserve

– (7,130,000) – – (7,130,000) – (7,130,000)

– (18,237,240) 87,734 (17,493) (18,166,999) – (18,166,999)

32,408,805 184,725,809 (1,546,438) 112,227 215,700,403 1,500,741 217,201,144

Non-controlling interests

Total equity

APPENDIX C – UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION OF PACIFIC RADIANCE LTD. AND ITS SUBSIDIARIES FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2012 AND THE SIX MONTHS ENDED 30 JUNE 2013

PACIFIC RADIANCE LTD. AND ITS SUBSIDIARIES

STATEMENT OF ADJUSTMENTS FOR THE UNAUDITED PRO FORMA CONSOLIDATED CASH FLOW STATEMENT FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2012

(Amounts expressed in United States Dollars)
Pro Forma adjustments Audited consolidated cash flow statement Acquisition of CPC (Note 2(i)) Disposal of vessels (Note 2(ii)) US$ 7,268,708 (5,623,230) (1,493,073) – (150,555) (121,233) (27,912,254) – – – – (28,031,637) – – – – – – – – – – – – – – – – – – – – – – US$ Additions of vessels (Note 2(iii)) US$ (2,114,794) – 380,630 – (10,780,302) – – – – (1,012,533) 75,008 (13,451,991) 12,134,506 5,986,968 1,792,075 – 1,925,466 US$ 28,636,125 24,036,344 11,458,067 (741,301) 5,207,230 (7,967,828) (17,110,629) 2,112,166 (2,545,439) 845,407 167,333 44,097,475 (14,420,506) (25,118,511) 43,626 (982,204) 9,233,007

Dividends paid (Note 2(iv)) US$ – – – – – – – – – – – – – – – – –

Total US$ 5,153,914 (5,623,230) (1,112,443) – (10,930,857) (121,233) (27,912,254) – – (1,012,533) 75,008 (41,483,628) 12,134,506 5,986,968 1,792,075 – 1,925,466

Unaudited pro forma consolidated cash flow statement US$ 33,790,039 18,413,114 10,345,624 (741,301) (5,723,627) (8,089,061) (45,022,883) 2,112,166 (2,545,439) (167,126) 242,341 2,613,847 (2,286,000) (19,131,543) 1,835,701 (982,204) 11,158,473

C-18

Cash flows from operating activities: Profit before taxation Adjustments for: Depreciation of vessels, plant and equipment Interest expense Interest income Share of results of associated companies Share of results of joint venture companies Gain on sale of vessels, plant and equipment, net Impairment of doubtful trade and non-trade receivables, net Net fair value gain on derivative financial instruments Impairment of goodwill Exchange differences

Operating cash flows before changes in working capital (Increase)/decrease in receivables (Increase)/decrease in amounts due from/to related companies Decrease in inventories Increase in work-in-progress Increase in payables

APPENDIX C – UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION OF PACIFIC RADIANCE LTD. AND ITS SUBSIDIARIES FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2012 AND THE SIX MONTHS ENDED 30 JUNE 2013

PACIFIC RADIANCE LTD. AND ITS SUBSIDIARIES

STATEMENT OF ADJUSTMENTS FOR THE UNAUDITED PRO FORMA CONSOLIDATED CASH FLOW STATEMENT FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2012

Pro Forma adjustments Audited consolidated cash flow statement Acquisition of CPC (Note 2(i)) Disposal of vessels (Note 2(ii)) US$ (28,031,637) – 1,493,073 – (26,538,564) – – – – 139,974,350 139,974,350 – – – – (48,890,119) – (48,890,119) 877,721 – 877,721 64,545,667 – 64,545,667 – (365,111,384) – – – – (365,111,384) – – – 341,870,935 – – 341,870,935 (23,240,449) – (23,240,449) – – – – US$ Additions of vessels (Note 2(iii)) US$ 8,387,024 (205,344) (380,630) – 7,801,050 1,046,356 – – 27,896 – 1,074,252 (17,493) – – – (7,980,088) – (7,997,581) US$ 12,852,887 (705,464) (11,458,067) 741,301 1,430,657 (74,341,703) (553,700) (17,633) (53,975) 79,265,277 4,298,266 (969,020) 312,308 (99,693) 186,268,399 (181,789,826) – 3,722,168 9,451,091 14,209,700 23,660,791

Dividends paid (Note 2(iv)) US$ – – – – – – – – – – – – – – – – (7,130,000) (7,130,000) (7,130,000) – (7,130,000)

Total US$ (19,644,613) (205,344) 1,112,443 – (18,737,514) (364,065,028) – – 27,896 139,974,350 (224,062,782) (17,493) – – 341,870,935 (56,870,207) (7,130,000) 277,853,235 35,052,939 – 35,052,939

Unaudited pro forma consolidated cash flow statement US$ (6,791,726) (910,808) (10,345,624) 741,301 (17,306,857) (438,406,731) (553,700) (17,633) (26,079) 219,239,627 (219,764,516) (986,513) 312,308 (99,693) 528,139,334 (238,660,033) (7,130,000) 281,575,403 44,504,030 14,209,700 58,713,730

Cash generated from/(used in) operations Income tax paid Interest paid Interest received

C-19

Net cash flows generated from/(used in) operating activities

Cash flows from investing activities: Purchase of vessels, plant and equipment Investment in associated company Investment in club memberships Net cash (outflow)/inflow on acquisition of subsidiaries Proceeds from sale of vessels, plant and equipment

Net cash flows generated from/(used in) investing activities

Cash flows from financing activities: Acquisition of non-controlling interest Issuance of ordinary shares Repayment of finance lease obligations Proceeds from loans and borrowings Repayment of bank term loans Dividends paid

Net cash flows generated from/(used in) financing activities

Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents at 1 January

Cash and cash equivalents at 31 December

APPENDIX C – UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION OF PACIFIC RADIANCE LTD. AND ITS SUBSIDIARIES FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2012 AND THE SIX MONTHS ENDED 30 JUNE 2013

PACIFIC RADIANCE LTD. AND ITS SUBSIDIARIES

STATEMENT OF ADJUSTMENTS FOR THE UNAUDITED PRO FORMA CONSOLIDATED CASH FLOW STATEMENT FOR THE SIX MONTHS ENDED 30 JUNE 2013

(Amounts expressed in United States Dollars)
Pro Forma adjustments Unaudited consolidated cash flow statement Acquisition of CPC (Note 2(i)) US$ 2,413,284 – 26,400 – – – (250,562) – – – (1,857,248) – 65,861 397,735 6,317,139 (1,815,234) (481,770) – (479,876) – – – – – – (8,755,177) – – – – (629,651) (1,576,315) (713,591) – – – 11,759,152 (18,224,423) – – – – – – – – – – – – – – – – – – – US$ US$ Disposal of vessels (Note 2(ii)) Additions of vessels (Note 2(iii)) US$ 29,637,542 12,129,970 6,203,820 (584,616) (2,310,171) (6,165,054) (11,759,152) 73,038 (273,544) 908,839 1,857,248 (3,011,034) (1,189,548) 25,517,338 (4,761,413) 10,958,975 429,882 (1,048,554) (7,461,298)

Dividends paid (Note 2(iv)) US$ – – – – – – – – – – – – – – – – – – –

Total US$ (15,811,139) (1,576,315) (687,191) – – – 11,508,590 – – – (1,857,248) – 65,861 (8,357,442) 6,317,139 (1,815,234) (481,770) – (1,109,527)

Unaudited pro forma consolidated cash flow statement US$ 13,826,403 10,553,655 5,516,629 (584,616) (2,310,171) (6,165,054) (250,562) 73,038 (273,544) 908,839 – (3,011,034) (1,123,687) 17,159,896 1,555,726 9,143,741 (51,888) (1,048,554) (8,570,825)

C-20

Cash flows from operating activities: Profit before taxation Adjustments for: Depreciation of vessels, plant and equipment Interest expense Interest income Share of results of associated companies Share of results of joint venture companies Gain on sale of vessels, plant and equipment, net Impairment of doubtful trade and non-trade receivables, net Net fair value gain on derivative financial instruments Provision for litigation claims Net loss on acquisition of a subsidiary Debts waived by previous shareholder of a subsidiary Exchange differences

Operating cash flows before changes in working capital (Increase)/decrease in receivables Decrease/(increase) in amounts due from/to related companies Decrease/(increase) in inventories Increase in work-in-progress Decrease in payables

APPENDIX C – UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION OF PACIFIC RADIANCE LTD. AND ITS SUBSIDIARIES FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2012 AND THE SIX MONTHS ENDED 30 JUNE 2013

PACIFIC RADIANCE LTD. AND ITS SUBSIDIARIES

STATEMENT OF ADJUSTMENTS FOR THE UNAUDITED PRO FORMA CONSOLIDATED CASH FLOW STATEMENT FOR THE SIX MONTHS ENDED 30 JUNE 2013

Pro Forma adjustments Unaudited consolidated cash flow statement Acquisition of CPC (Note 2(i)) US$ 3,937,994 54,401 (26,400) – 3,965,995 – – (3,446,706) 275,000 – (3,171,706) – – – (2,288,804) (2,288,804) (1,494,515) 877,721 (616,794) (52,100,350) – – – 11,268,131 11,268,131 (49,503,456) 64,545,667 15,042,211 – – – (52,100,350) – (8,671,237) – 72,951,890 – – – – 72,951,890 – – – (49,711,441) (49,711,441) 23,240,449 (23,240,449) – (9,384,828) – 713,591 – – – – – US$ US$ Disposal of vessels (Note 2(ii)) Additions of vessels (Note 2(iii)) US$ 23,634,930 (160,467) (6,203,820) 584,616 17,855,259 (73,711,301) (400) 3,446,706 52,100,350 (20,175) (18,184,820) 322,801 (64,492) 47,383,000 (36,335,330) 11,305,979 10,976,418 23,660,791 34,637,209 Unaudited pro forma consolidated cash flow statement Total US$ – – – – – – – – – – – – – – – – – (7,130,000) (7,130,000) US$ (5,446,834) 54,401 687,191 – (4,705,242) 72,951,890 – (3,446,706) (51,825,350) – 17,679,834 – – – (40,732,114) (40,732,114) (27,757,522) 35,052,939 7,295,417 US$ 18,188,096 (106,066) (5,516,629) 584,616 13,150,017 (759,411) (400) – 275,000 (20,175) (504,986) 322,801 (64,492) 47,383,000 (77,067,444) (29,426,135) (16,781,104) 58,713,730 41,932,626

Dividends paid (Note 2(iv))

Cash generated from/(used in) operations Income tax paid Interest paid Interest received

C-21

Net cash flows generated from/(used in) operating activities

Cash flows from investing activities: Purchase of vessels, plant and equipment Investment in joint venture companies Net cash in/(out)flow on acquisition of subsidiaries Proceeds from sale of vessels, plant and equipment Investment in trademark

Net cash flows (used in)/generated from investing activities

Cash flows from financing activities: Issuance of ordinary shares Repayment of finance lease obligations Proceeds from loans and borrowings Repayment of bank term loans

Net cash flows generated from/(used in) financing activities

Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents at 1 January

Cash and cash equivalents at 30 June

APPENDIX C – UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION OF PACIFIC RADIANCE LTD. AND ITS SUBSIDIARIES FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2012 AND THE SIX MONTHS ENDED 30 JUNE 2013
PACIFIC RADIANCE LTD. AND ITS SUBSIDIARIES NOTES TO THE UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2012 AND THE SIX MONTHS ENDED 30 JUNE 2013

1.

Introduction The unaudited pro forma financial information should be read in conjunction with the audited consolidated financial statements of Pacific Radiance Ltd. (the “Company”) and its subsidiaries (the “Group”) for the years ended 31 December 2010, 2011 and 2012 and the unaudited interim consolidated financial statements of the Group for the six months ended 30 June 2013, which are set out in Appendices A and B of the Prospectus. The unaudited pro forma financial information, comprising the unaudited pro forma consolidated balance sheets of the Group as at 31 December 2012 and 30 June 2013, the unaudited pro forma consolidated statements of comprehensive income and the unaudited pro forma consolidated statements of cash flows of the Group for the year ended 31 December 2012 and the six-months ended 30 June 2013, have been prepared for inclusion in the Prospectus in connection with the proposed listing of the Company’s shares on the main Board of Singapore Exchange Securities Trading Limited.

2.

Significant events Save for the following significant events relating to acquisitions and disposals of assets and a subsidiary and changes to the capital structure of the Group discussed below, the directors, as at the date of this report, are not aware of other significant acquisitions, disposal of assets and subsidiaries or significant changes made to the capital structure of the Group subsequent to 31 December 2012: (i) Acquisition of CPC (a) Unaudited pro forma financial information for the year ended 31 December 2012 In April 2013, the Group’s subsidiary company, Strato Maritime Services Pte Ltd acquired an additional 37.49% equity interest in its 62.51% owned associate, Consolidated Pipe Carriers Pte Ltd (“CPC”) for an aggregate consideration of US$4. Had the event occurred on 1 January 2012, the Group would have acquired an additional 15.12% equity interest in CPC instead of 37.49% equity interest, as the equity interest held by the Group as at 1 January 2012 was 84.88%. In accounting for the acquisition of the additional 15.12% equity interest in CPC on 1 January 2012, the Group has recorded a net gain of US$1 million for the purposes of the pro forma consolidated financial information for the year ended 31 December 2012.

C-22

APPENDIX C – UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION OF PACIFIC RADIANCE LTD. AND ITS SUBSIDIARIES FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2012 AND THE SIX MONTHS ENDED 30 JUNE 2013
PACIFIC RADIANCE LTD. AND ITS SUBSIDIARIES NOTES TO THE UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2012 AND THE SIX MONTHS ENDED 30 JUNE 2013

2.

Significant events (cont’d) (i) Acquisition of CPC (cont’d) (a) Unaudited pro forma financial information for the year ended 31 December 2012 (cont’d) As CPC has become a subsidiary of the Group on 1 January 2012 for the purposes of the pro forma consolidated financial information, the provision for net liabilities of CPC as at 31 December 2012 of US$10,780,302 was written back for the purposes of the pro forma consolidated financial information for the year ended 31 December 2012. In addition, the disposal of CPC’s interests in CPC do Brasil Services de Logistica Ltda subsequent to 30 June 2013 has been adjusted for the purposes of the pro forma consolidated financial information for the year ended 31 December 2012. In respect of accounting for CPC as a subsidiary as at 1 January 2012, the other significant adjustments made to key items in the audited consolidated financial statements for the year ended 31 December 2012 for the purposes of the pro forma consolidated financial information for the year ended 31 December 2012, other than those described above, are as follows: Adjustments to key items in the statement of comprehensive income for the year ended 31 December 2012 Revenue Cost of sales Gross profit General and administrative expenses Loss for the year

Increase/(decrease) US$ 48,022,530 56,355,180 (8,332,650) 3,788,658 (14,346,002)

C-23

APPENDIX C – UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION OF PACIFIC RADIANCE LTD. AND ITS SUBSIDIARIES FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2012 AND THE SIX MONTHS ENDED 30 JUNE 2013
PACIFIC RADIANCE LTD. AND ITS SUBSIDIARIES NOTES TO THE UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2012 AND THE SIX MONTHS ENDED 30 JUNE 2013

2.

Significant events (cont’d) (i) Acquisition of CPC (cont’d) (a) Unaudited pro forma financial information for the year ended 31 December 2012 (cont’d) Consequently, the aggregate impact to key items in the audited consolidated financial statements for the year ended 31 December 2012 for the purposes of the pro forma financial information for the year ended 31 December 2012, taking into account all the adjustments above, is as follows: Impact to key items in the statement of comprehensive income for the year ended 31 December 2012 Revenue Cost of sales Gross profit General and administrative expenses Share of results of associated companies Loss for the year Adjustments to balance sheet as at 31 December 2012 Non-current assets Current assets Current liabilities Equity (b)

Increase/(decrease) US$ 48,022,530 56,355,180 (8,332,650) 3,788,658 10,780,302 (2,553,167)

Increase/(decrease) US$ 138,342 15,646,802 18,280,796 (2,495,652)

Unaudited pro forma financial information for the six months ended 30 June 2013 In addition to the effects described above in Note 2(i)(a) for the purposes of the pro forma consolidated financial information for the six months ended 30 June 2013, the net loss on acquisition of CPC of US$1,857,248 recorded in the unaudited interim consolidated financial statements for the six-months ended 30 June 2013 will be reversed for the same purpose.

C-24

APPENDIX C – UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION OF PACIFIC RADIANCE LTD. AND ITS SUBSIDIARIES FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2012 AND THE SIX MONTHS ENDED 30 JUNE 2013
PACIFIC RADIANCE LTD. AND ITS SUBSIDIARIES NOTES TO THE UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2012 AND THE SIX MONTHS ENDED 30 JUNE 2013

2.

Significant events (cont’d) (i) Acquisition of CPC (cont’d) (b) Unaudited pro forma financial information for the six months ended 30 June 2013 (cont’d) Consequently, the aggregate impact to key items in the unaudited interim consolidated financial statements for the six-months ended 30 June 2013 for the purposes of the pro forma financial information for the six months ended 30 June 2013 is as follows: Adjustments to key items in the statement of comprehensive income for the six months ended 30 June 2013 Revenue Cost of sales Gross profit Profit for the period Adjustments to balance sheet as at 30 June 2013 Non-current assets Current assets Current liabilities Equity (ii) Disposal of vessels The Group disposed of vessels at a gain of US$17,138,883 and US$11,759,152 during the year ended 31 December 2012 and the six months ended 30 June 2013 respectively. The effects of these disposals, together with a vessel disposal subsequent to 30 June 2013, adjusted as if they had occurred as at to 1 January 2012 to the pro forma financial information for the year ended 31 December 2012 is US$7,419,217. The net inflow on cash and cash equivalents is US$37,911,321 and repayment of loans and borrowings amounted to US$31,036,343.

Increase/(decrease) US$ 5,928,935 5,133,396 795,539 2,401,642

332,878 (630,032) (215,870) (81,284)

C-25

APPENDIX C – UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION OF PACIFIC RADIANCE LTD. AND ITS SUBSIDIARIES FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2012 AND THE SIX MONTHS ENDED 30 JUNE 2013
PACIFIC RADIANCE LTD. AND ITS SUBSIDIARIES NOTES TO THE UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2012 AND THE SIX MONTHS ENDED 30 JUNE 2013

2.

Significant events (cont’d) (ii) Disposal of vessels (cont’d) As a significant number of the vessels disposed of in 2012 were sold to an associated company, PT Jawa Tirtamarin and joint venture companies, PT Logindo Samudramakmur and Alam Radiance (L) Inc, the resulting pro forma adjustment to amortisation of deferred gain on sale of vessels to these associated and joint venture companies recognised as share of results of associated and joint venture companies amounted to US$271,788. Apart from the abovementioned disposal of vessels, the Group also entered into firm agreements to sell 4 vessels at an estimated net sales proceeds of approximately US$58,264,350 subsequent to 30 June 2013. The effect of the gain of these committed sale of vessels, adjusted as if they had occurred as at 1 January 2012 for the purpose of the pro forma financial information for the year ended 31 December 2012 is US$20,493,037. The net inflow on cash and cash equivalents is US$26,634,346 and repayment of loans and borrowings amounted to US$17,853,776. In addition to the above adjustments, the other significant adjustments to key items in the audited consolidated financial statements for the year ended 31 December 2012 for the purposes of the pro forma financial information for the year ended 31 December 2012 and to the unaudited interim consolidated financial statements for the six-months ended 30 June 2013 for the purposes of the pro forma financial information for the six months ended 30 June 2013 arising from the subject disposals, are as follows: Increase/(decrease) US$ (44,008,613) (21,600,206) (1,493,073) (14,498,038) (7,319,173) (713,594)

31 December 2012 Revenue Cost of sales Finance costs 30 June 2013 Revenue Cost of sales Finance costs (iii) Acquisition of vessels

The Group has capital commitments having entered into shipbuilding or sales and purchase agreements to construct or acquire vessels. For the purposes of the pro forma financial information, the cost of vessels acquired refers to the contracted committed amounts of these vessels. C-26

APPENDIX C – UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION OF PACIFIC RADIANCE LTD. AND ITS SUBSIDIARIES FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2012 AND THE SIX MONTHS ENDED 30 JUNE 2013
PACIFIC RADIANCE LTD. AND ITS SUBSIDIARIES NOTES TO THE UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2012 AND THE SIX MONTHS ENDED 30 JUNE 2013

2.

Significant events (cont’d) (iii) Acquisition of vessels (cont’d) During the year ended 31 December 2012, the Group acquired 2 vessels with a contracted cost of US$24,420,945. The Group also entered into agreements to construct or acquire 20 vessels with an additional and committed cost of US$365,111,384 during and subsequent to 31 December 2012. The committed amount of US$365,111,384 has not been recorded in the audited consolidated financial statements for the year ended 31 December 2012 and has been adjusted for the purposes of the pro forma financial information for the year ended 31 December 2012. Such consideration was satisfied by loans and borrowings of US$341,870,935 and cash and cash equivalents of US$23,240,449. For the purposes of classification of the loans and borrowings between the current and non-current portions in the pro forma balance sheets, the loans and borrowings are assumed to be repayable in equal monthly instalments over the next 5 years. For the purposes of the pro forma financial information for the six months ended 30 June 2013, an amount of US$292,159,495 has been adjusted to the unaudited interim consolidated financial statements for the six-months ended 30 June 2013, to account for the additional vessels contracted subsequent to 30 June 2013. Such consideration was satisfied by loans and borrowings and cash and cash equivalents. In the opinion of the directors, no additional pro forma revenue, cost of sales, finance costs and depreciation were required for the above acquisitions due to the judgemental nature of forecast assumptions if these amounts were to be included in the pro forma financial information. (iv) Dividends paid The Company declared and paid an interim dividend amounting to US$7,130,000 to its shareholders on 31 July 2013.

3.

Basis of preparation of the unaudited pro forma consolidated financial information The unaudited pro forma consolidated financial information set out in this report has been prepared for illustration purposes only. It has been prepared to illustrate what: (a) the financial position of the Group for the financial year ended 31 December 2012 and the six months ended 30 June 2013 would have been if the significant events discussed in Note 2 above had taken place since 1 January 2012;

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APPENDIX C – UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION OF PACIFIC RADIANCE LTD. AND ITS SUBSIDIARIES FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2012 AND THE SIX MONTHS ENDED 30 JUNE 2013
PACIFIC RADIANCE LTD. AND ITS SUBSIDIARIES NOTES TO THE UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2012 AND THE SIX MONTHS ENDED 30 JUNE 2013

3.

Basis of preparation of the unaudited pro forma consolidated financial information (cont’d) (b) the financial results of the Group for the financial year ended 31 December 2012 and the six months ended 30 June 2013 would have been if the significant events discussed in Note 2 above had taken place since 1 January 2012; and the cash flows of the Group for the financial year ended 31 December 2012 and the six months ended 30 June 2013 would have been if the significant events discussed in Note 2 above had taken place since 1 January 2012.

(c)

The unaudited pro forma consolidated financial information has been prepared based on: (i) the audited consolidated financial statements of Pacific Radiance Ltd and its subsidiaries for the financial year ended 31 December 2012, which were prepared in accordance with Singapore Financial Reporting Standards (“SFRS”) and audited by Ernst & Young LLP, Public Accountants and Chartered Accountants, Singapore; and the unaudited interim consolidated financial statements of Pacific Radiance Ltd and its subsidiaries for the six months ended 30 June 2013, which were prepared in accordance with SFRS.

(ii)

The auditors’ report on the audited consolidated financial statements of Pacific Radiance Ltd and its subsidiaries for the financial year ended 31 December 2012 was unqualified. The objective of the unaudited pro forma consolidated financial information is to show what the historical information might have been had the significant events above taken place since 1 January 2012. However, the unaudited pro forma consolidated financial information of the Group, by its nature, may not give a true picture of the Group’s financial position, actual results and cash flows and is not necessarily indicative of the financial position, results of the operations or cash flows that would have been attained had the abovementioned existed earlier. 4. Significant accounting policies The unaudited pro forma consolidated financial information is prepared using the same accounting policies as the audited consolidated financial statements of the Group for the financial years ended 31 December 2010, 2011 and 2012 as disclosed in Note 2 of the Audited Consolidated Financial Statements of Pacific Radiance Ltd and its Subsidiaries for the financial years ended 31 December 2010, 2011 and 2012.

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APPENDIX D: SUMMARY OF MEMORANDUM AND ARTICLES OF ASSOCIATION OF OUR COMPANY
The discussion below provides information about certain provisions of our Memorandum and Articles of Association and the laws of Singapore. This description is only a summary and is qualified by reference to Singapore law and our Memorandum and Articles of Association. The instruments that constitute and define our Company are the Memorandum and Articles of Association of our Company. The following summarises certain provisions of our Articles of Association relating to: (i) power of a Director to vote on a proposal, arrangement or contract in which he is interested: Article 106(2) Every Director shall observe the provisions of section 156 of the Act relating to the disclosure of the interests of the Directors in contracts or proposed contracts with the Company or of any office or property held by a Director which might create duties or interests in conflict with his duties or interests as a Director. 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. (ii) the remuneration of our Directors: Article 103(1) The fees of the Directors shall be determined from time to time by the Company in general meetings and such fees shall (unless such resolution otherwise provides) not be increased except pursuant to an Ordinary Resolution passed at a general meeting where notice of the proposed increase shall have been given in the notice convening the meeting. Such fees shall be divided among the Directors in such proportions and manner as they may agree and in default of agreement equally, except that in the latter event any Director who shall hold office for part only of the period in respect of which such fee is payable shall be entitled only to rank in such division for the proportion of fee related to the period during which he has held office. Article 103(2) Any Director who is appointed to any executive office or serves on any committee or who otherwise performs or renders services, which in the opinion of the Directors are outside the scope of his ordinary duties as a Director, may be paid such extra remuneration as the Directors may determine, subject however as is hereinafter provided in this Article. Article 103(3) The remuneration (including any remuneration under Article 106(2) above) in the case of a Director other than an Executive Director shall comprise: (i) fees which shall be a fixed sum and/or (ii) such fixed number of shares in the capital of the Company, and shall not at any time be by commission on, or percentage of, the profits or turnover, and no Director whether an Executive Director or otherwise shall be remunerated by a commission on, or percentage of turnover.

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APPENDIX D: SUMMARY OF MEMORANDUM AND ARTICLES OF ASSOCIATION OF OUR COMPANY
Article 105 The Directors may procure the establishment and maintenance of or participate in or contribute to any non-contributory or contributory pension or superannuation fund or life assurance scheme or any other scheme whatsoever for the benefit of and pay, provide for or procure the grant of donations, gratuities, pensions, allowances, benefits or emoluments to any persons (including Directors and other officers) who are or shall have been at any time in the employment or service of the Company or of the predecessors in business of the Company or of any subsidiary company, and the wives, widows, families or dependants of any such persons. The Directors may also procure the establishment and subsidy of, or subscription and support to, any institutions, associations, clubs, funds or trusts calculated to be for the benefit of any such persons as aforesaid or otherwise to advance the interests and well-being of the Company or of any such other company as aforesaid or of its Members and payment for or towards the insurance of any such persons as aforesaid, and subscriptions or guarantees of money for charitable or benevolent objects or for any exhibition or for any public, general or useful object. Article 106 Other than the office of auditor, a Director may hold any other office or place of profit in the Company and he or any firm of which he is a member or any company of which he is a Director or shareholder may act in a professional capacity for the Company in conjunction with his office of Director for such period and on such terms (as to remuneration and otherwise) as the Directors may determine. Subject to the Act, no Director or intending Director shall be disqualified by his office from contracting or entering into any arrangement with the Company whether as vendor, purchaser, lessor, lessee, mortgagor, mortgagee, manager, agent, broker or otherwise howsoever nor shall such contract or arrangement or any contract or arrangement entered into by or on behalf of the Company in which any Director shall be in any way interested whether directly or indirectly be avoided nor shall any Director so contracting or being so interested be liable to account to the Company for any profit realised by any such contract or arrangement by reason only of such Director holding that office or of the fiduciary relation thereby established. Provided Always That he has complied with the requirements of section 156 of the Act as to disclosure. Article 107 A Director may be or become a director of, or hold any office or place of profit (other than as auditor), or be otherwise interested in any company in which the Company may be interested as vendor, purchaser, shareholder or otherwise and such Director shall not be accountable for any fees, remuneration or other benefits received by him as a Director or officer of, or by virtue of his interest in such other company unless the Company otherwise directs. Article 118 A Chief Executive Officer (or any person holding an equivalent appointment) shall, subject to the terms of any agreement entered into in any particular case, receive such remuneration (whether by way of salary, commission or participation in profit, or partly in one way and partly in another) as the Directors may determine; but he shall not under any circumstance be remunerated by a commission on or a percentage of turnover.

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APPENDIX D: SUMMARY OF MEMORANDUM AND ARTICLES OF ASSOCIATION OF OUR COMPANY
Article 133 An Alternate Director shall be entitled to contract and be interested in and benefit from contracts and arrangements or transactions and to be repaid expenses and to be indemnified to the same extent mutatis mutandis as if he were a Director but he shall not be entitled to receive from the Company in respect of his appointment as Alternate Director any remuneration except such proportion (if any) of the remuneration otherwise payable to his appointor as such appointor may by notice in writing to the Company from time to time direct. Any fee paid to an Alternate Director shall be deducted from the remuneration otherwise payable to his appointor. (iii) the borrowing powers exercisable by our Directors: Article 122 Subject to the Statutes and the provisions of these Articles, the Directors may at their discretion exercise all powers of the Company to borrow or otherwise raise money, to mortgage, charge or hypothecate all or any of the property or business of the Company including any uncalled or called but unpaid capital and to issue debentures and other securities, whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party. (iv) the retirement or non-retirement of a Director under an age limit requirement: Article 112 The Directors to retire by rotation shall include (so far as necessary to obtain the number required) any Director who is due to retire at the meeting by reason of age or who wishes to retire and not to offer himself for re-election. Any further Directors so to retire shall be those of the other Directors subject to retirement by rotation who have been longest in office since their last re-election or appointment or have been in office for the three years since their last election. However as between persons who became or were last re-elected Directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by lot. A retiring Director shall be eligible for re-election. (v) the shareholding qualification of a Director: Article 102 A Director need not be a Member and shall not be required to hold any share, but subject to the provisions of the Act he shall not be of or over the age of 70 years at the date of his appointment. (vi) the rights, preferences and restrictions attaching to each class of shares: Article 6 Subject to the Act, no shares may be issued by the Directors without the prior approval of the Company in general meeting but subject thereto and to Article 67, and to any special rights attached to any shares for the time being issued, the Directors may issue, allot or grant

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APPENDIX D: SUMMARY OF MEMORANDUM AND ARTICLES OF ASSOCIATION OF OUR COMPANY
options over or otherwise deal with or dispose of the same to such persons on such terms and conditions and at such time and subject or not to the payment of any part of the amount thereof in cash as the Directors may think fit. Any such shares may be issued with such preferential, deferred, qualified or special rights, privileges or conditions as the Directors may think fit. Preference shares may be issued which are or at the option of the Company are liable to be redeemed, the terms and manner of redemption being determined by the Directors Provided always that the rights attaching to shares of a class other than ordinary shares shall be expressed in the resolution creating the same. Article 18 Shares must be allotted and certificates despatched within ten (10) Market Days of the final closing date for an issue of shares unless the Exchange shall agree to an extension of time in respect of that particular issue. The Depository must despatch statements to successful investor applicants confirming the number of shares held under their Securities Accounts. Persons entered in the Register of Members as registered holders of shares shall be entitled to certificates within ten (10) Market Days after lodgement of any registrable transfer. Every registered shareholder shall be entitled to receive share certificates in reasonable denominations for his holding and where a charge is made for certificates, such charge shall not exceed S$2/– (or such other sum as may be approved by the Exchange from time to time). Where a registered shareholder transfers part only of the shares comprised in a certificate or where a registered shareholder requires the Company to cancel any certificate or certificates and issue new certificates for the purpose of subdividing his holding in a different manner the old certificate or certificates shall be cancelled and a new certificate or certificates for the balance of such shares issued in lieu thereof and the registered shareholder shall pay a fee not exceeding S$2/– (or such other sum as may be approved by the Exchange from time to time) for each such new certificate as the Directors may determine. Where the Member is a Depositor the delivery by the Company to the Depository of provisional allotments or share certificates in respect of the aggregate entitlements of Depositors to new shares offered by way of rights issue or other preferential offering or bonus issue shall to the extent of the delivery discharge the Company from any further liability to each such Depositor in respect of his individual entitlement. Article 23 Subject to the restrictions of these Articles any Member may transfer all or any of his shares, but every instrument of transfer of the legal title in shares must be in writing and in the usual common form, or in any other form which the Directors and the Exchange may approve, and must be left at the Office for registration, accompanied by the certificate of the shares to be transferred, and such other evidence (if any) as the Directors may require to prove the title of the intending transferor, or his right to transfer the shares. Article 76 Any general meeting at which it is proposed to pass Special Resolutions or a resolution of which special notice has been given to the Company pursuant to the Act, shall be called by at least twenty-one (21) clear days’ notice in writing. An annual general meeting or any other general meeting shall be called by at least fourteen (14) clear days’ notice in writing. The notice must specify the place, the day and the hour of the meeting, and in the case of special business the general nature of such business. Such notice shall be given in the manner

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APPENDIX D: SUMMARY OF MEMORANDUM AND ARTICLES OF ASSOCIATION OF OUR COMPANY
hereinafter mentioned to such persons as are under the provisions of these Articles entitled to receive notices of general meetings from the Company, but with the consent of all persons for the time being entitled as aforesaid, a meeting may be convened in such manner as such persons may approve. The notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given. Article 85 At any general meeting, a resolution put to the vote of the meeting shall be decided by way of poll. Article 90(1) Subject and without prejudice to any special privileges or restrictions as to voting for the time being attached to any special class of shares for the time being forming part of the capital of the Company, each Member entitled to vote may vote in person or by proxy or attorney, and (in the case of a corporation) by a representative. A person entitled to more than one vote need not use all his votes or cast all the votes he uses in the same way. Article 90(2) On a poll, every Member who is present in person or by proxy, attorney or representative shall have one vote for each share which he holds or represents. Article 90(3) Notwithstanding anything contained in these Articles, a Depositor shall not be entitled to attend any general meeting and to speak and vote thereat unless his name is certified by the Depository to the Company as appearing on the Depository Register not later than 48 hours before that general meeting (the ‘cut-off time’) as a Depositor on whose behalf the Depository holds shares. For the purpose of determining the number of votes which a Depositor or his proxy may cast on a poll, the Depositor or his proxy shall be deemed to hold or represent that number of shares entered in the Depositor’s Securities Account at the cut-off time as certified by the Depository to the Company, or where a Depositor has apportioned the balance standing to his Securities Account as at the cut-off time between two proxies, to apportion the said number of shares between the two proxies in the same proportion as specified by the Depositor in appointing the proxies; and accordingly no instrument appointing a proxy of a Depositor shall be rendered invalid merely by reason of any discrepancy between the number of shares standing to the credit of that Depositor’s Securities Account as at the cut-off time, and the true balance standing to the Securities Account of a Depositor as at the time of the relevant general meeting, if the instrument is dealt with in such manner as aforesaid.

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APPENDIX D: SUMMARY OF MEMORANDUM AND ARTICLES OF ASSOCIATION OF OUR COMPANY
Article 157 Subject to any rights or restrictions attached to any shares or class of shares and except as otherwise permitted by the Act, (a) all dividends shall be declared and paid in proportion to the number of shares held by a Member but where shares are partly paid all dividends must be apportioned and paid proportionately to the amounts paid or credited as paid on the partly paid shares; and (b) all dividends shall be apportioned and paid proportionately to the amounts so paid or credited as paid during any portion or portions of the period in respect of which the dividend is paid, but if any share is issued on terms providing that it shall rank for dividend as from a particular date such share shall rank for dividend accordingly. For the purposes of this Article, no amount paid or credited as paid on a share in advance of a call shall be treated as paid on the share. Article 195 If the Company shall be wound up, the liquidator may, with the sanction of a Special Resolution, divide among the Members in specie or kind the whole or any part of the assets of the Company, whether or not the assets shall consist of property of one kind or shall consist of properties of different kinds, and may for such purpose set such value as he deems fair upon any one or more class or classes of property to be divided as aforesaid and may determine how such division shall be carried out as between the Members or different classes of Members, but if any division is resolved otherwise than in accordance with such rights, the Members shall have the same right of dissent and consequential rights as if such resolution were a Special Resolution passed pursuant to section 306 of the Act. A Special Resolution sanctioning a transfer or sale to another company duly passed pursuant to the said section may in like manner authorise the distribution of any shares or other consideration receivable by the liquidator amongst the Members otherwise than in accordance with their existing rights; and any such determination shall be binding upon all the Members subject to the right of dissent and consequential rights conferred by the said section. Article 196 The liquidator may, as he thinks fit, vest the whole or any part of the assets in trustees upon such trusts for the benefit of Members and the liquidation of the Company may be closed and the Company dissolved but so that no Member shall be compelled to accept any shares or other securities in respect of which there is a liability. (vii) any change in capital: Article 6 Subject to the Act, no shares may be issued by the Directors without the prior approval of the Company in general meeting but subject thereto and to Article 67, and to any special rights attached to any shares for the time being issued, the Directors may issue, allot or grant options over or otherwise deal with or dispose of the same to such persons on such terms and conditions and at such time and subject or not to the payment of any part of the amount thereof in cash as the Directors may think fit. Any such shares may be issued with such preferential, deferred, qualified or special rights, privileges or conditions as the Directors may think fit. Preference shares may be issued which are or at the option of the Company

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APPENDIX D: SUMMARY OF MEMORANDUM AND ARTICLES OF ASSOCIATION OF OUR COMPANY
are liable to be redeemed, the terms and manner of redemption being determined by the Directors Provided always that the rights attaching to shares of a class other than ordinary shares shall be expressed in the resolution creating the same. Article 67(1) The Company may from time to time by Ordinary Resolution increase its capital by such sum to be divided into shares of such amounts as the resolution shall prescribe. Article 67(2) Subject to any direction to the contrary that may be given by the Company in general meeting or except as permitted under the listing rules of the Exchange, all new shares shall before issue be offered to such Members as are, at the date of the offer, entitled to receive notices from the Company of general meetings in proportion, as nearly as the circumstances admit, to the number of the existing shares to which they are entitled or hold. The offer shall be made by notice specifying the number of shares offered, and limiting a time within which the offer, if not accepted, will be deemed to be declined, and, after the expiration of that time, or on the receipt of an intimation from the person to whom the offer is made that he declines to accept the shares offered, the Directors may dispose of those shares in such manner as they think most beneficial to the Company. The Directors may likewise so dispose of any new shares which (by reason of the ratio which the new shares bear to shares held by persons entitled to an offer of new shares), in the opinion of the Directors, cannot be conveniently offered under this Article. Article 67(3) Notwithstanding Article 67(2), the Company may by Ordinary Resolution in General Meeting give to the Directors a general authority, either unconditionally or subject to such conditions as may be specified in the Ordinary Resolution, to:– (a) (i) issue shares in the capital of the Company whether by way of rights, bonus or otherwise; and/or 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; and

(ii)

(b)

notwithstanding that the authority conferred by the Ordinary Resolution may have ceased to be in force, issue shares in pursuance of any Instrument made or granted while the Ordinary Resolution was in force, provided that:– (1) the aggregate number of shares to be issued pursuant to the Ordinary Resolution (including shares to be issued in pursuance of Instruments made or granted pursuant to the Ordinary Resolution) shall be subject to such limits and manner of calculation as may be prescribed by the Exchange;

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APPENDIX D: SUMMARY OF MEMORANDUM AND ARTICLES OF ASSOCIATION OF OUR COMPANY
(2) in exercising the authority conferred by the Ordinary Resolution, the Company shall comply with the provisions of the listing rules of the Exchange for the time being in force (unless such compliance is waived by the Exchange) and these Articles; and (unless revoked or varied by the Company in General Meeting) the authority conferred by the Ordinary Resolution shall not continue in force beyond the conclusion of the Annual General Meeting of the Company next following the passing of the Ordinary Resolution, or the date by which such Annual General Meeting of the Company is required by law to be held, or the expiration of such other period as may be prescribed by the Act (whichever is the earliest).

(3)

Article 70(1) The Company may by Ordinary Resolution: (a) (b) consolidate and divide all or any of its shares; subdivide its shares or any of them (subject nevertheless to the provisions of the Act) provided always that in such subdivision the proportion between the amount paid and the amount (if any) unpaid on each reduced share shall be the same as it was in the case of the share from which the reduced share is derived; cancel any shares which, at the date of the passing of the resolution, have not been taken, or agreed to be taken, by any person or which have been forfeited and diminish the amount of its capital by the amount of the shares so cancelled; or subject to the provisions of these Articles and the Act, convert any class of paid-up shares into any other class of paid-up shares.

(c)

(d)

Article 70(2) Subject to and in accordance with the provisions of the Act, the listing rules of the Exchange and any applicable legislation or regulation, the Company may authorise the Directors in general meeting to purchase or otherwise acquire ordinary shares, stocks, preference shares, options, debentures, debenture stocks, bonds, obligations, securities, and all other equity, derivative, debt and financial instruments issued by it on such terms on such terms as the Company may think fit and in the manner prescribed by the Act. The Company may deal with any such share which is so purchased or acquired by the Company in such manner as may be permitted by, and in accordance with, the Act (including without limitation, to hold such share as a treasury share). Article 71 The Company may reduce its share capital or any undistributable reserve in any manner, subject to any requirements and consents required by law. Without prejudice to the foregoing, upon cancellation of shares purchased or otherwise acquired by the Company pursuant to these Articles and the Act, the number of issued shares of the Company shall be diminished by the number of shares so cancelled, and where any such cancelled shares were purchased or acquired out of the capital of the Company, the amount of the share capital of the Company shall be reduced accordingly.

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APPENDIX D: SUMMARY OF MEMORANDUM AND ARTICLES OF ASSOCIATION OF OUR COMPANY
(viii) any change in the respective rights of the various classes of shares including the action necessary to change the rights, indicating where the conditions are different from those required by the applicable law: Article 10 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 Act, whether or not the 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 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 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 months of the meeting shall be as valid and effectual as a Special Resolution carried at the meeting; and where all the issued shares of the class are held by one person, the necessary quorum shall be one person.

(b)

Article 11 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. Article 12 The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class or by these Articles, be deemed to be varied by the creation or issue of further shares ranking as regards participation in the profits or assets of the Company in some or all respects pari passu therewith but in no respect in priority thereto. (ix) any dividend restriction, the date on which the entitlement to dividends arises, any procedure for our Shareholders to claim dividends, any time limit after which a dividend entitlement will lapse and an indication of the party in whose favour this entitlement then operates:

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APPENDIX D: SUMMARY OF MEMORANDUM AND ARTICLES OF ASSOCIATION OF OUR COMPANY
Article 160 Subject to any rights or restrictions attached to any shares or class of shares and except as otherwise permitted by the Act, (a) all dividends shall be declared and paid in proportion to the number of shares held by a Member but where shares are partly paid all dividends must be apportioned and paid proportionately to the amounts paid or credited as paid on the partly paid shares; and (b) all dividends shall be apportioned and paid proportionately to the amounts so paid or credited as paid during any portion or portions of the period in respect of which the dividend is paid, but if any share is issued on terms providing that it shall rank for dividend as from a particular date such share shall rank for dividend accordingly. For the purposes of this Article, no amount paid or credited as paid on a share in advance of a call shall be treated as paid on the share. Article 162 The Directors may, with the sanction of an Ordinary Resolution at a general meeting, from time to time declare dividends, but no such dividend shall (except as by the Statutes expressly authorised) be payable otherwise than out of the profits of the Company. No higher dividend shall be paid than is recommended by the Directors and a declaration by the Directors as to the amount of the profits at any time available for dividends shall be conclusive. The Directors may, if they think fit, and if in their opinion the profits of the Company justifies such payment, without any such sanction as aforesaid, from time to time declare and pay fixed preferential dividends on any class of shares carrying a fixed preferential dividend expressed to be payable on a fixed date on the half-yearly or other dates (if any) prescribed for the payment thereof by the terms of issue of the shares, and may also from time to time pay to the holders of any class of shares interim dividends of such amounts and on such dates as they may think fit. Article 170 Any dividend or other moneys payable in cash in respect of a share may be paid by cheque or warrant sent through the post to the registered address of the Member or person entitled thereto (or, if several persons are registered as joint holders of the share or are entitled thereto in consequence of the death or bankruptcy of the holder, to any one of such persons) or to such person and such address as such persons may in writing direct. Provided that where the Member is a Depositor, the payment by the Company to the Depository of any dividend payable to a Depositor shall to the extent of the payment discharge the Company from any further liability in respect of the payment. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent or to such person as the holder or joint holders or person or persons entitled to the share in consequence of the death or bankruptcy of the holder may direct and payment of the cheque if purporting to be endorsed or the receipt of any such person shall be a good discharge to the Company. Every such cheque or warrant shall be sent at the risk of the person entitled to the money represented thereby.

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APPENDIX D: SUMMARY OF MEMORANDUM AND ARTICLES OF ASSOCIATION OF OUR COMPANY
Article 171 The payment by the Directors of any unclaimed dividends or other moneys payable on or in respect of a share into a separate account shall not constitute the Company a trustee in respect thereof. All dividends unclaimed after being declared may be invested or otherwise made use of by the Directors for the benefit of the Company and any dividend unclaimed after a period of six (6) years from the date of declaration of such dividend may be forfeited and if so shall revert to the Company. However, the Directors may at any time thereafter at their absolute discretion annul any such forfeiture and pay the dividend so forfeited to the person entitled thereto prior to the forfeiture. If the Depository returns any such dividend or moneys to the Company, the relevant Depositor shall not have any right or claim in respect of such dividend or moneys against the 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 first payable. For the avoidance of doubt no Member shall be entitled to any interest, share of revenue or other benefit arising from any unclaimed dividends, howsoever and whatsoever.

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APPENDIX E: DESCRIPTION OF OUR SHARES
The following statements are brief summaries of the rights and privileges of Shareholders conferred by the laws of Singapore and the Articles of the Company. These statements summarise the material provisions of the Articles but are qualified in entirety by reference to the Articles. ORDINARY SHARES All of the ordinary shares of the Company are in registered form. The Company may, subject to the provisions of the Companies Act and the rules of the SGX-ST, purchase its own ordinary shares. However, it may not, except in circumstances permitted by the Companies Act, grant any financial assistance for the acquisition or proposed acquisition of its own ordinary shares. NEW ORDINARY SHARES New ordinary shares may only be issued with the prior approval in a general meeting of the shareholders of the Company. The aggregate number of shares to be issued pursuant to such approval may not exceed 50% (or such other limit as may be prescribed by the SGX-ST) of its issued share capital at the time of grant of such approval for the time being, of which the aggregate number of shares to be issued other than on a pro-rata basis to its shareholders may not exceed 20% (or such other limit as may be prescribed by the SGX-ST) of its issued share capital at the time of grant of such approval for the time being. The approval, if granted, will lapse at the conclusion of the annual general meeting following the date on which the approval was granted. Subject to the foregoing, the provisions of the Companies Act and any special rights attached to any class of shares currently issued, all new ordinary shares are under the control of the Board of Directors who may allot and issue the same with such rights and restrictions as it may think fit. SHAREHOLDERS Only persons who are registered in the register of shareholders of the 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 ordinary shares, are recognised as shareholders of the Company. The Company will not, except as required by law, recognise any equitable, contingent, future or partial interest in any ordinary share or other rights for any ordinary share other than the absolute right thereto of the registered holder of that ordinary share or of the person whose name is entered in the depository register for that ordinary share. The Company may close the register of shareholders for any time or times if it provides the Singapore Registry of Companies and Businesses at least 14 days’ notice and the SGX-ST at least ten clear market days’ notice. However, the register may not be closed for more than 30 days in aggregate in any calendar year. The Company typically closes the register to determine shareholders’ entitlement to receive dividends and other distributions. TRANSFER OF ORDINARY SHARES There is no restriction on the transfer of fully paid ordinary shares except where required by law or the Invitation rules or the rules or by-laws of any stock exchange on which the Company is listed. The Board of Directors may decline to register any transfer of ordinary shares which are not fully paid shares or ordinary shares on which the Company has a lien. Ordinary shares may be transferred by a duly signed instrument of transfer in a form approved by any stock exchange on which the Company is listed. The Board of Directors may also decline to register any instrument of transfer unless, among other things, it has been duly stamped and is presented for registration E-1

APPENDIX E: DESCRIPTION OF OUR SHARES
together with the share certificate and such other evidence of title as they may require. The Company will replace lost or destroyed certificates for ordinary shares if it is properly notified and if the applicant pays a fee which will not exceed $2 and furnishes any evidence and indemnity that the Board of Directors may require. GENERAL MEETINGS OF SHAREHOLDERS The Company is required to hold an annual general meeting every year. The Board may convene an Extraordinary General Meeting whenever it thinks fit and must do so if shareholders representing not less than 10% of the total voting rights of all shareholders request in writing that such a meeting be held. In addition, 2 or more shareholders holding not less than 10% of the issued share capital of the Company may call a meeting. Unless otherwise required by law or by the Articles, voting at general meetings is by ordinary resolution, requiring an affirmative vote of a simple majority of the votes cast at that meeting. An ordinary resolution suffices, for example, for the appointment of directors. A special resolution, requiring the affirmative vote of at least 75% 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 the Articles, a change of the corporate name and a reduction in the share capital, share premium account or capital redemption reserve fund. The Company must give at least 21 days’ notice in writing for every general meeting convened for the purpose of passing a special resolution. Ordinary resolutions generally require at least 14 days’ notice in writing. The notice must be given to every shareholder who has supplied the Company with an address in Singapore for the giving of notices 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 the Articles, 2 or more shareholders must be present in person or by proxy to constitute a quorum at any general meeting. Under the Articles, at any general meeting, a resolution put to the vote of the meeting shall be decided by way of poll and on a poll, every shareholder present in person or by proxy shall have 1 vote for each ordinary share which he holds or represents. DIVIDENDS The Company may, by ordinary resolution of its shareholders, declare dividends at a general meeting, but it may not pay dividends in excess of the amount recommended by the Board of Directors. The Company must pay all dividends out of its profits. The Board of Directors may also declare an interim dividend without the approval of its shareholders. All dividends are paid pro rata among the 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 provides otherwise. Unless otherwise directed, dividends are paid by cheque or warrant sent through the post to each shareholder at his registered address. Notwithstanding the foregoing, the payment by the 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 the Company from any liability to that shareholder in respect of that payment.

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APPENDIX E: DESCRIPTION OF OUR SHARES
CAPITALISATION AND RIGHTS ISSUES The Board of Directors may, with approval by the shareholders at a general meeting, capitalise any profits and distribute the same as shares credited as paid-up to the shareholders in proportion to their shareholdings. The Board of Directors may also issue rights to take up additional ordinary 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 the Company is listed. TAKEOVERS Under the Singapore Code on Take-overs and Mergers (the “ Singapore Take-over Code ”), issued by the Authority pursuant to section 321 of the Securities and Futures Act, any person acquiring an interest, either on his own or together with parties acting in concert with him, in 30% 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% and 50% of the voting shares acquires additional voting shares representing more than 1% of the voting shares in any 6-month period. Under the Singapore Take-over Code, the following individuals and companies will be presumed to be persons acting in concert with each other unless the contrary is established: (a) the following companies: (i) (ii) a company; 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); and

(vi) companies whose associated companies include any of (i), (ii), (iii), (iv) or (v); and (vii) any person who has provided financial assistance (other than a bank in the ordinary course of business) to any of the above for the purchase of voting rights; (b) a company with any of its directors (together with their close relatives, related trusts as well as companies controlled by any of the directors, their close relatives and related trusts); a company with any of its pension funds and employee share schemes; a person with any investment company, unit trust or other fund whose investment such person manages on a discretionary basis, but only in respect of the investment account which such person manages;

(c) (d)

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APPENDIX E: DESCRIPTION OF OUR SHARES
(e) a financial or other professional adviser, including a stockbroker, with its customer in respect of the shareholdings of: (i) the adviser and persons controlling, controlled by or under the same control as the adviser; and all the funds which the adviser manages on a discretionary basis, where the shareholdings of the adviser and any of those funds in the customer total 10% or more of the customer’s equity share capital;

(ii)

(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 fide offer for their company may be imminent; partners; and the following persons and entities: (i) (ii) an individual; the close relatives of (i);

(g) (h)

(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 financial 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 6 months. LIQUIDATION OR OTHER RETURN OF CAPITAL If the Company liquidates or in the event of any other return of capital, holders of ordinary 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.

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APPENDIX E: DESCRIPTION OF OUR SHARES
INDEMNITY As permitted by Singapore law, the Articles provide that, subject to the Companies Act, the Board of Directors and officers shall be entitled to be indemnified by the 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 officer, 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. The Company may not indemnify directors and officers 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 the Company. LIMITATIONS ON RIGHTS TO HOLD OR VOTE SHARES Except as described in “Voting Rights” and “Takeovers” above, there are no limitations imposed by Singapore law or by the Articles on the rights of non-resident shareholders to hold or vote on ordinary shares. 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 the Company, as they think fit to remedy any of the following situations: (a) the affairs of the Company are being conducted or the powers of the Board of Directors are being exercised in a manner oppressive to, or in disregard of the interests of, 1 or more of the shareholders; or the Company takes an action, or threatens to take an action, or the shareholders pass a resolution, or propose to pass a resolution, which unfairly discriminates against, or is otherwise prejudicial to, 1 or more of the 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) (b) (c) direct or prohibit any act or cancel or vary any transaction or resolution; regulate the conduct of the affairs of the Company in the future; authorise civil proceedings to be brought in the name of, or on behalf of, the Company by a person or persons and on such terms as the court may direct; provide for the purchase of a minority shareholder’s shares by the other shareholders or by the Company and, in the case of a purchase of shares by the Company, a corresponding reduction of its share capital; provide that the Memorandum of Association or the Articles be amended; or provide that the Company be wound up.

(b)

(d)

(e) (f)

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APPENDIX E: DESCRIPTION OF OUR SHARES
SUBSTANTIAL SHAREHOLDERS The Securities and Futures Act require our substantial shareholders to give notice to us of certain information as prescribed by the Authority, including particulars of their interest, within two business days of becoming aware of being our Substantial Shareholders, being aware of any change in the percentage level of their interest and being aware of ceasing to be a Substantial Shareholder. “Percentage level”, in relation to a substantial shareholder, is the percentage figure ascertained by expressing the aggregate of the votes attached to all the voting shares in which the substantial shareholder has an interest (or interests) immediately before or (as the case may be) immediately after the relevant time as a percentage of the total votes attached to all of the voting shares, and if it is not a whole number, rounding that figure down to the next whole number. Under the Securities and Futures Act, a person has a substantial shareholding in us if he has an interest (or interests) in one or more of our voting shares and the total votes attached to those shares are not less than 5.0% of the aggregate of the total votes attached to all of our voting shares (excluding treasury shares).

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APPENDIX F: TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE
You are invited to apply and subscribe for the Invitation Shares at the Invitation Price for each Invitation Share subject to the following terms and conditions: 1 YOUR APPLICATION MUST BE MADE IN LOTS OF 1,000 INVITATION SHARES OR INTEGRAL MULTIPLES THEREOF. YOUR APPLICATION FOR ANY OTHER NUMBER OF INVITATION SHARES WILL BE REJECTED. Your application for Offer Shares may be made by way of a WHITE Offer Shares Application Form or by way of Electronic Application through ATMs of the Participating Banks (“ ATM Electronic Application ”) or through Internet Banking (“ IB ”) websites of the relevant Participating Banks (“ Internet Electronic Applications ” or through mobile banking interface of DBS Bank (“ mBanking Application ”), which together with ATM Electronic Applications, shall be referred to as “ Electronic Applications ”). Your application for the Placement Shares (other than Reserved Shares) may only be made by way of printed BLUE Placement Shares Application Forms or other such forms of application as the Joint Issue Managers, the Joint Global Co-ordinators, the Joint Bookrunners and the Joint Underwriters may deem appropriate. Your application for Reserved Shares may only be made by way of printed PINK Reserved Shares Application Form. YOU MAY NOT USE CPF FUNDS TO APPLY FOR THE INVITATION SHARES. 3. You are allowed to submit only one (1) application in your own name for the Offer Shares. If you submit an application for Offer Shares by way of a WHITE 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 our discretion, except in the case of applications by approved nominees companies, where each application is made on behalf of a different beneficiary. 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 or mBanking Application and vice versa . Such separate applications shall be deemed to be multiple applications and may be rejected at our discretion. 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 a WHITE 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 our discretion. You are allowed to submit only one (1) application in your own name for the Placement Shares (other than Reserved Shares). Any separate application by you for the Placement Shares (other than Reserved Shares) shall be deemed to be multiple applications and our Company has the discretion whether to accept or reject such multiple applications.

2.

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APPENDIX F: TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE
If you, being other than an approved nominee company, have submitted an application for Placement Shares in your own name, you should not submit any other application for Placement Shares for any other person. Such separate applications shall be deemed to be multiple applications and may be rejected at our discretion. If you have made an application for Placement Shares (other than Reserved Shares), you should not make any application for Offer Shares either by way of a WHITE 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 our discretion. Conversely, if you have made an application for Offer Shares either by way of an Electronic Application or by way of a WHITE Offer Shares Application Form, you may not make any application for Placement Shares (other than Reserved Shares). Such separate applications shall be deemed to be a multiple application and may be rejected at our discretion. If you have made an application for Reserved Shares, you may submit one separate application for the Offer Shares in your own name by way of a WHITE Offer Shares Application Form or by way of an Electronic Application, or submit one separate application for Placement Shares (other than Reserved Shares) by way of a BLUE Placement Shares Application Form or such other forms of application as the Joint Issue Managers, the Joint Global Co-ordinators, the Joint Bookrunners and the Joint Underwriters deem appropriate, provided that you adhere to the terms and conditions of this Prospectus. Such separate applications shall NOT be treated as multiple applications. Joint applications shall be rejected. Multiple applications for the Invitation Shares shall be liable to be rejected at our discretion. If you submit or procure submissions of multiple share applications (whether 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 Securities and Futures Act, 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, except in the case of application by approved nominee companies where such application is made on behalf of a different beneficiary, may be rejected at our discretion. 4. We will not accept applications from any person under the age of 18 years, undischarged bankrupts, sole-proprietorships, partnerships, non-corporate bodies, joint Securities Account holders of CDP and from applicants whose addresses (furnished in their Application Forms or, in the case of Electronic Applications, contained in the records of the relevant Participating Banks) bear post office 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 person at the time of the application. We will not recognise the existence of a trust. An application by a trustee or trustees must therefore be made in his/her/their own name(s) and without qualification 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 approved nominee companies after complying with paragraph 6 below.

5.

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APPENDIX F: TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE
6. WE WILL ONLY ACCEPT APPLICATIONS FROM APPROVED NOMINEE COMPANIES. Approved nominee companies are defined as banks, merchant banks, finance companies, insurance companies, licensed securities dealers in Singapore and nominee companies controlled by them. Applications made by nominees other than approved nominee companies shall be rejected. IF YOU ARE NOT AN APPROVED NOMINEE COMPANY, AND UNLESS YOU ARE AN APPLICANT FOR RESERVED SHARES USING THE RESERVED SHARES APPLICATION FORM, 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, CDP Securities Account number, nationality and permanent residence status provided in your Application Form or in the records of the relevant Participating Bank at the time of your Electronic Application, as the case may be, differ from those particulars in your Securities Account as maintained with CDP. If you possess more than one (1) individual direct Securities Account with CDP, your application shall be rejected. IF YOU ARE AN APPLICANT FOR RESERVED SHARES USING THE RESERVED SHARES APPLICATION FORM, AND YOU DO NOT HAVE A SECURITIES ACCOUNT WITH CDP IN YOUR OWN NAME AT THE TIME OF YOUR APPLICATION, THE ACCEPTANCE OF YOUR APPLICATION WILL BE AT THE ABSOLUTE DISCRETION OF OUR COMPANY, THE JOINT ISSUE MANAGERS, THE JOINT GLOBAL COORDINATORS, THE JOINT BOOKRUNNERS AND THE JOINT UNDERWRITERS. 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 notification letter on successful allotment and/or allocation and other correspondence from CDP will be sent to your address last registered with CDP. Our Company, in consultation with the Joint Issue Managers, the Joint Global Co-ordinators, the Joint Bookrunners and the Joint Underwriters, reserves the right to reject any application which does not conform strictly to the instructions set out in the Application Form and in this Prospectus or which does not comply with the instructions for Electronic Applications or with the terms and conditions of this Prospectus 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. Our Company further reserves 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 Prospectus 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.

7.

8.

9.

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APPENDIX F: TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE
10. Our Company reserves 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 of our Company will be entertained. This right applies to applications made by way of Application Forms and by way of Electronic Applications. In deciding the basis of allotment and/or allocation, which shall be at our discretion, due consideration will be given to the desirability of allotting and/or allocating the Invitation Shares to a reasonable number of Applicants with a view to establishing an adequate market for the Shares. 11 Save for successful applicants for Reserved Shares and whose Shares are issued and registered in the name of the successful applicants, share certificates 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, 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. 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 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.

12. In the event that a supplementary or replacement Prospectus is lodged with the Authority, the Invitation shall be kept open for at least 14 days after the lodgement of such supplementary or replacement Prospectus. Where prior to the lodgement of the supplementary or replacement Prospectus, applications have been made under this Prospectus to subscribe for the Invitation Shares, as the case may be, and: (a) where the Invitation Shares have not been issued to the applican