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PROSPECTUS DATED 12 NOVEMBER 2014 (REGISTERED BY THE MONETARY AUTHORITY OF SINGAPORE ON 12 NOVEMBER 2014)

Second Largest
Taxi Operator

in Singapore by Fleet Size

We are the
Second Largest Taxi Operator
in Singapore by Fleet Size
As of 30 June 2014, we have a fleet size of
4,686 taxis with approximately 7,400 taxi drivers
(including relief drivers)

58 Defu Lane 1
Defu Industrial Estate
Singapore 539498
www.transcabservices.com.sg

TRANS-CAB HOLDINGS LTD.

TRANS-CAB HOLDINGS LTD.


(Company Registration Number: 200917893G)
(Incorporated in the Republic of Singapore on 25 September 2009)

Global Offering in respect of


168,000,000 Shares comprising
(i) 65,000,000 Cornerstone Shares;
(ii) 94,200,000 Shares under the Placement
(including 6,350,000 Reserved Shares); and
(iii) 8,800,000 Shares under the Public Offer
(subject to the Over-allotment Option).

Offering Price: S$0.68 per Share

TRANS-CAB HOLDINGS LTD.


(Company Registration Number: 200917893G)
(Incorporated in the Republic of Singapore on 25 September 2009)

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.
This is an initial public offering of ordinary shares (the Shares) in the capital of Transcab Holdings Ltd. (the Company). We and Mr. Teo Kiang Ang and Mr. Goh Seow
Chai (collectively, the Vendors) are making a global offering of 168,000,000 Shares
for subscription and/or purchase by investors at the Offering Price (as defined below),
which consists of (i) 65,000,000 Shares to the Cornerstone Investors (as defined below);
(ii) an international placement of 94,200,000 Shares (the Placement) to investors,
including institutional and other investors in Singapore and outside the United States
in compliance with Regulation S (Regulation S) under the United States Securities Act
1933, as amended (the US Securities Act), of which 6,350,000 Shares will be reserved
for subscription and/or purchase by our independent directors, employees, business
associates and those who have contributed to the success of our Group (the Reserved
Shares); and (iii) a public offer of 8,800,000 Shares in Singapore (the Public Offer, and
together with the Placement, the Offering). The offering price for each Offering Share
(the Offering Price) is S$0.68.
Each of Eastspring Investments (Singapore) Limited, FIL Investment Management
(Hong Kong) Limited, Havenport Asset Management Pte. Ltd., JF Asset Management
Limited, Lion Global Investors Limited and Maxi-Harvest Group Pte. Ltd. (collectively, the
Cornerstone Investors) has entered into a cornerstone subscription agreement with,
amongst others, the Company to subscribe for an aggregate of 65,000,000 Shares at
the Offering Price (the Cornerstone Shares), conditional upon the Management and
Underwriting Agreement having been entered into, and not having been terminated
pursuant to its terms on or prior to the Settlement Date (as defined herein) and the
Offering Price not exceeding an agreed price.
We have made an application to the Singapore Exchange Securities Trading Limited (the
SGX-ST) for permission to deal in, and for quotation of, all our Shares (including the
Shares to be offered under the Placement and the Public Offer (the Offering Shares),
the Cornerstone Shares, the new Shares (the Additional Shares) which may be issued
pursuant to the exercise of an over-allotment option described below (the Over-allotment
Option) and the new Shares which may be issued upon the release of the share awards
to be granted under the Trans-cab Performance Share Plan (the Award Shares)). Such
permission will be granted when we have been admitted to the Official List of the SGXST. The dealing in and quotation of our Shares will be in Singapore dollars.

Acceptance of applications will be conditional upon, inter alia, permission being granted
by the SGX-ST to deal in, and for quotation of, all our Shares (including the Offering
Shares, the Cornerstone Shares, the Additional Shares and the Award Shares). If the
completion of the Offering does not occur because the SGX-STs permission is not
granted or 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 whatsoever against us, the Vendors or
the Issue Manager, Bookrunner and Underwriter (as defined herein).
We have received a letter of eligibility-to-list from the SGX-ST for the listing and
quotation of all our Shares (including the Offering Shares, the Cornerstone Shares, the
Additional Shares and the Award 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 SGX-ST is not to be taken as
an indication of the merits of the Offering, our Company, our subsidiaries or our Shares
(including the Offering Shares, the Cornerstone Shares, the Additional Shares and the
Award Shares).
Our Shares are being offered and sold outside the United States in an offshore transaction
as such term is defined in Regulation S under the US Securities Act. Our Shares have
not been and will not be registered under the US Securities Act and may not be reoffered, re-sold, pledged, or otherwise transferred except in an offshore transaction in
compliance with Regulation S or pursuant to another exemption from the registration
requirements of the US Securities Act.
In connection with the Offering, we have granted DBS Bank Ltd., as the stabilising
manager (the Stabilising Manager), the Over-allotment Option exercisable by the
Stabilising Manager, in whole or in part during the period commencing on the Listing Date
until the earlier of (i) the date falling 30 days from the Listing Date; or (ii) the date when
the Stabilising Manager or its appointed agent has bought on the SGX-ST an aggregate
of 20,000,000 Shares, representing not more than 20% of the Offering, to undertake
stabilising actions. Pursuant to the Over-allotment Option, the Stabilising Manager may
subscribe and/or procure subscribers for up to an aggregate of 20,000,000 Additional
Shares (which in aggregate is not more than 20% of the Offering) at the Offering Price
solely to cover the over-allotment of Shares, if any. The total number of issued Shares
immediately after the completion of the Offering (and prior to the exercise of the Overallotment Option) will be 670,760,000 Shares. If the Over-allotment Option is exercised
in full, the total number of issued Shares immediately after the completion of the Offering
will be 690,760,000 Shares.
A copy of this Prospectus has been lodged with and registered by the Monetary Authority
of Singapore (the Authority). The Authority assumes no responsibility for the contents of
this Prospectus. Registration of this Prospectus by the Authority does not imply that the
Securities and Futures Act (Chapter 289) of Singapore, or any other legal or regulatory
requirements, have been complied with. The Authority has not, in any way, considered
the merits of our Shares (including the Offering Shares, the Cornerstone Shares, the
Additional Shares and the Award Shares) being offered for investment. We have not
lodged or registered this Prospectus in any other jurisdiction.
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 by the Authority.
Investing in our Shares involves risks which are described in the section titled
Risk Factors of this Prospectus.

Issue Manager, Bookrunner and Underwriter

OUR BUSINESS

OPERATION OF TAXI SERVICES
We acquire and rent out taxis to licensed taxi
drivers
PROVISION OF ANCILLARY SERVICES
Repair and Maintenance Services
We operate two workshops located at Defu
Industrial Estate and Sungei Kadut
We carry out general servicing and maintenance
of our taxi fleet at our workshops to better manage
our vehicle repair and maintenance costs
We handle a wide range of repair and maintenance
tasks, from routine maintenance such as vehicle
inspection and changing of brake pads to
complicated tasks such as accident repairs and
engine overhaul

Operation of Diesel Pump Stations


We operate two diesel pump stations located at
Defu Industrial Estate and Bukit Batok for our taxi
drivers
We plan to have third and fourth diesel pump
stations at our current premises in Sungei Kadut
and our proposed new corporate headquarters
in Ang Mo Kio
Call Centre Operations
We operate a call centre for taxi booking services
which uses GPRS technology

PROSPECTUS DATED 12 NOVEMBER 2014 (REGISTERED BY THE MONETARY AUTHORITY OF SINGAPORE ON 12 NOVEMBER 2014)

Second Largest
Taxi Operator

in Singapore by Fleet Size

We are the
Second Largest Taxi Operator
in Singapore by Fleet Size
As of 30 June 2014, we have a fleet size of
4,686 taxis with approximately 7,400 taxi drivers
(including relief drivers)

58 Defu Lane 1
Defu Industrial Estate
Singapore 539498
www.transcabservices.com.sg

TRANS-CAB HOLDINGS LTD.

TRANS-CAB HOLDINGS LTD.


(Company Registration Number: 200917893G)
(Incorporated in the Republic of Singapore on 25 September 2009)

Global Offering in respect of


168,000,000 Shares comprising
(i) 65,000,000 Cornerstone Shares;
(ii) 94,200,000 Shares under the Placement
(including 6,350,000 Reserved Shares); and
(iii) 8,800,000 Shares under the Public Offer
(subject to the Over-allotment Option).

Offering Price: S$0.68 per Share

TRANS-CAB HOLDINGS LTD.


(Company Registration Number: 200917893G)
(Incorporated in the Republic of Singapore on 25 September 2009)

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.
This is an initial public offering of ordinary shares (the Shares) in the capital of Transcab Holdings Ltd. (the Company). We and Mr. Teo Kiang Ang and Mr. Goh Seow
Chai (collectively, the Vendors) are making a global offering of 168,000,000 Shares
for subscription and/or purchase by investors at the Offering Price (as defined below),
which consists of (i) 65,000,000 Shares to the Cornerstone Investors (as defined below);
(ii) an international placement of 94,200,000 Shares (the Placement) to investors,
including institutional and other investors in Singapore and outside the United States
in compliance with Regulation S (Regulation S) under the United States Securities Act
1933, as amended (the US Securities Act), of which 6,350,000 Shares will be reserved
for subscription and/or purchase by our independent directors, employees, business
associates and those who have contributed to the success of our Group (the Reserved
Shares); and (iii) a public offer of 8,800,000 Shares in Singapore (the Public Offer, and
together with the Placement, the Offering). The offering price for each Offering Share
(the Offering Price) is S$0.68.
Each of Eastspring Investments (Singapore) Limited, FIL Investment Management
(Hong Kong) Limited, Havenport Asset Management Pte. Ltd., JF Asset Management
Limited, Lion Global Investors Limited and Maxi-Harvest Group Pte. Ltd. (collectively, the
Cornerstone Investors) has entered into a cornerstone subscription agreement with,
amongst others, the Company to subscribe for an aggregate of 65,000,000 Shares at
the Offering Price (the Cornerstone Shares), conditional upon the Management and
Underwriting Agreement having been entered into, and not having been terminated
pursuant to its terms on or prior to the Settlement Date (as defined herein) and the
Offering Price not exceeding an agreed price.
We have made an application to the Singapore Exchange Securities Trading Limited (the
SGX-ST) for permission to deal in, and for quotation of, all our Shares (including the
Shares to be offered under the Placement and the Public Offer (the Offering Shares),
the Cornerstone Shares, the new Shares (the Additional Shares) which may be issued
pursuant to the exercise of an over-allotment option described below (the Over-allotment
Option) and the new Shares which may be issued upon the release of the share awards
to be granted under the Trans-cab Performance Share Plan (the Award Shares)). Such
permission will be granted when we have been admitted to the Official List of the SGXST. The dealing in and quotation of our Shares will be in Singapore dollars.

Acceptance of applications will be conditional upon, inter alia, permission being granted
by the SGX-ST to deal in, and for quotation of, all our Shares (including the Offering
Shares, the Cornerstone Shares, the Additional Shares and the Award Shares). If the
completion of the Offering does not occur because the SGX-STs permission is not
granted or 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 whatsoever against us, the Vendors or
the Issue Manager, Bookrunner and Underwriter (as defined herein).
We have received a letter of eligibility-to-list from the SGX-ST for the listing and
quotation of all our Shares (including the Offering Shares, the Cornerstone Shares, the
Additional Shares and the Award 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 SGX-ST is not to be taken as
an indication of the merits of the Offering, our Company, our subsidiaries or our Shares
(including the Offering Shares, the Cornerstone Shares, the Additional Shares and the
Award Shares).
Our Shares are being offered and sold outside the United States in an offshore transaction
as such term is defined in Regulation S under the US Securities Act. Our Shares have
not been and will not be registered under the US Securities Act and may not be reoffered, re-sold, pledged, or otherwise transferred except in an offshore transaction in
compliance with Regulation S or pursuant to another exemption from the registration
requirements of the US Securities Act.
In connection with the Offering, we have granted DBS Bank Ltd., as the stabilising
manager (the Stabilising Manager), the Over-allotment Option exercisable by the
Stabilising Manager, in whole or in part during the period commencing on the Listing Date
until the earlier of (i) the date falling 30 days from the Listing Date; or (ii) the date when
the Stabilising Manager or its appointed agent has bought on the SGX-ST an aggregate
of 20,000,000 Shares, representing not more than 20% of the Offering, to undertake
stabilising actions. Pursuant to the Over-allotment Option, the Stabilising Manager may
subscribe and/or procure subscribers for up to an aggregate of 20,000,000 Additional
Shares (which in aggregate is not more than 20% of the Offering) at the Offering Price
solely to cover the over-allotment of Shares, if any. The total number of issued Shares
immediately after the completion of the Offering (and prior to the exercise of the Overallotment Option) will be 670,760,000 Shares. If the Over-allotment Option is exercised
in full, the total number of issued Shares immediately after the completion of the Offering
will be 690,760,000 Shares.
A copy of this Prospectus has been lodged with and registered by the Monetary Authority
of Singapore (the Authority). The Authority assumes no responsibility for the contents of
this Prospectus. Registration of this Prospectus by the Authority does not imply that the
Securities and Futures Act (Chapter 289) of Singapore, or any other legal or regulatory
requirements, have been complied with. The Authority has not, in any way, considered
the merits of our Shares (including the Offering Shares, the Cornerstone Shares, the
Additional Shares and the Award Shares) being offered for investment. We have not
lodged or registered this Prospectus in any other jurisdiction.
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 by the Authority.
Investing in our Shares involves risks which are described in the section titled
Risk Factors of this Prospectus.

Issue Manager, Bookrunner and Underwriter

OUR BUSINESS

OPERATION OF TAXI SERVICES
We acquire and rent out taxis to licensed taxi
drivers
PROVISION OF ANCILLARY SERVICES
Repair and Maintenance Services
We operate two workshops located at Defu
Industrial Estate and Sungei Kadut
We carry out general servicing and maintenance
of our taxi fleet at our workshops to better manage
our vehicle repair and maintenance costs
We handle a wide range of repair and maintenance
tasks, from routine maintenance such as vehicle
inspection and changing of brake pads to
complicated tasks such as accident repairs and
engine overhaul

Operation of Diesel Pump Stations


We operate two diesel pump stations located at
Defu Industrial Estate and Bukit Batok for our taxi
drivers
We plan to have third and fourth diesel pump
stations at our current premises in Sungei Kadut
and our proposed new corporate headquarters
in Ang Mo Kio
Call Centre Operations
We operate a call centre for taxi booking services
which uses GPRS technology

KEY INVESTMENT
HIGHLIGHTS

Able to understand the industry, anticipate market


trends and address the needs of both taxi drivers and
commuters

1. Favourable Industry Trends and Outlook

Established close working relationships with taxi drivers


and suppliers

Customer value spend on taxi services in Singapore is


expected to grow at a compounded annual growth rate
of 2.6% from S$3.9 billion in 2014 to S$4.3 billion in
2018, according to a report by Euromonitor International
Industry growth propelled by robust tourism sector, a
growing population, continued economic growth and
rising cost of private car ownership
Possible consolidation of the taxi industry in view of
compliance challenges
2. Ability to Retain and Attract Taxi Drivers
51.1% of our taxi drivers (including relief drivers) have
been with our Group for three years or more
Offer attractive drivers incentive schemes where our
drivers are entitled to receive cash incentives ranging
from approximately S$4,700 to S$7,800 per annum
(depending on taxi model)
Offer diesel and CNG at a discount to retail prices to our
taxi drivers
Careful selection and investment in well-built, fuel efficient
taxis, reducing vehicle downtime
3. Ability to Capitalise on Economies of Scale from Fleet
Renewal and Expansion
Upward rental revision from fleet renewal and expansion
as new taxi models command higher daily rental
Operation of our own in-house workshops allows us to
be more cost-effective in our operations
Leverage on purchasing power to obtain favourable
prices from business partners
4. Experienced and Committed Key Management Team
Our key management team collectively have working
experience of more than 40 years in the transportation
industry

GROWTH STRATEGIES
AND FUTURE PLANS

FINANCIAL HIGHLIGHTS
Revenue (S$million)

1. Expansion of Taxi Operations

Gross Profit (S$million) and


Gross Profit Margin (%)

Expect to increase fleet size to around 5,010 and 5,234


taxis by the end of FY2014 and FY2015 respectively
May grow via strategic acquisitions to reap economies of
scale when the opportunity arises

154.8

27.6

26.4

42.7

44.0

27.9

25.0

90.8

84.4

Capitalise on experience in public transportation industry


and expertise in fleet management

48.4
21.1

6%

+7.

Subject to review and assessment of viability, we may put


in a bid to operate bus services under the new tendering
process

FY2011

Exploring the feasibility of vehicle leasing business

FY2012

FY2013

HY2013

HY2014

FY2011

FY2012

Gross Profit

May diversify via acquisitions, investments, joint ventures


and/or strategic partnerships

Profit After Tax(1) (S$million) and


Profit After Tax Margin (%)

3. Investment in Technology and Innovation


Develop and improve call centre system and taxi booking
and dispatch system

20.9

Upgrade accounting and operating software

15.7

Set up a server room at our new headquarters

19.7

24.3

(2)

282.8(2)

314.1

28.8

FY2012

Profit After Tax


(1)

HY2014

Gross Profit Margin

339.2
247.5

16.6

FY2011

HY2013

22.1

17.3

Acquired a new site located at 2 Ang Mo Kio Street 63 in


August 2014
Centralise our call centre, a repair and maintenance
centre and a diesel pump station to accommodate the
future growth of our business and fleet expansion

FY2013

27.6

Total Assets (S$million)

36.3
4. Construction and Refurbishment of New Corporate
Headquarters

30.4

+4.1

+7.8

2. Diversification into Other Transport Businesses

173.7

166.9

FY2013

HY2013

20.1

HY2014

Profit After Tax Margin

From continuing operations


Decline as a result of the Restructuring Exercise undertaken

FY2011

FY2012

FY2013

HY2014

KEY INVESTMENT
HIGHLIGHTS

Able to understand the industry, anticipate market


trends and address the needs of both taxi drivers and
commuters

1. Favourable Industry Trends and Outlook

Established close working relationships with taxi drivers


and suppliers

Customer value spend on taxi services in Singapore is


expected to grow at a compounded annual growth rate
of 2.6% from S$3.9 billion in 2014 to S$4.3 billion in
2018, according to a report by Euromonitor International
Industry growth propelled by robust tourism sector, a
growing population, continued economic growth and
rising cost of private car ownership
Possible consolidation of the taxi industry in view of
compliance challenges
2. Ability to Retain and Attract Taxi Drivers
51.1% of our taxi drivers (including relief drivers) have
been with our Group for three years or more
Offer attractive drivers incentive schemes where our
drivers are entitled to receive cash incentives ranging
from approximately S$4,700 to S$7,800 per annum
(depending on taxi model)
Offer diesel and CNG at a discount to retail prices to our
taxi drivers
Careful selection and investment in well-built, fuel efficient
taxis, reducing vehicle downtime
3. Ability to Capitalise on Economies of Scale from Fleet
Renewal and Expansion
Upward rental revision from fleet renewal and expansion
as new taxi models command higher daily rental
Operation of our own in-house workshops allows us to
be more cost-effective in our operations
Leverage on purchasing power to obtain favourable
prices from business partners
4. Experienced and Committed Key Management Team
Our key management team collectively have working
experience of more than 40 years in the transportation
industry

GROWTH STRATEGIES
AND FUTURE PLANS

FINANCIAL HIGHLIGHTS
Revenue (S$million)

1. Expansion of Taxi Operations

Gross Profit (S$million) and


Gross Profit Margin (%)

Expect to increase fleet size to around 5,010 and 5,234


taxis by the end of FY2014 and FY2015 respectively
May grow via strategic acquisitions to reap economies of
scale when the opportunity arises

154.8

27.6

26.4

42.7

44.0

27.9

25.0

90.8

84.4

Capitalise on experience in public transportation industry


and expertise in fleet management

48.4
21.1

6%

+7.

Subject to review and assessment of viability, we may put


in a bid to operate bus services under the new tendering
process

FY2011

Exploring the feasibility of vehicle leasing business

FY2012

FY2013

HY2013

HY2014

FY2011

FY2012

Gross Profit

May diversify via acquisitions, investments, joint ventures


and/or strategic partnerships

Profit After Tax(1) (S$million) and


Profit After Tax Margin (%)

3. Investment in Technology and Innovation


Develop and improve call centre system and taxi booking
and dispatch system

20.9

Upgrade accounting and operating software

15.7

Set up a server room at our new headquarters

19.7

24.3

(2)

282.8(2)

314.1

28.8

FY2012

Profit After Tax


(1)

HY2014

Gross Profit Margin

339.2
247.5

16.6

FY2011

HY2013

22.1

17.3

Acquired a new site located at 2 Ang Mo Kio Street 63 in


August 2014
Centralise our call centre, a repair and maintenance
centre and a diesel pump station to accommodate the
future growth of our business and fleet expansion

FY2013

27.6

Total Assets (S$million)

36.3
4. Construction and Refurbishment of New Corporate
Headquarters

30.4

+4.1

+7.8

2. Diversification into Other Transport Businesses

173.7

166.9

FY2013

HY2013

20.1

HY2014

Profit After Tax Margin

From continuing operations


Decline as a result of the Restructuring Exercise undertaken

FY2011

FY2012

FY2013

HY2014

TABLE OF CONTENTS
CORPORATE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

GLOSSARY OF TECHNICAL TERMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

12

CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS . . . . . . . . . . . . . . . . . . .

13

THE OFFERING
LISTING ON THE SGX-ST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

14

INDICATIVE TIMETABLE FOR LISTING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

18

DETAILS OF THE OFFERING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

20

USE OF PROCEEDS AND OFFERING EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

24

DIVIDEND POLICY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

26

EXCHANGE CONTROLS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

27

OVERVIEW OF OUR GROUP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

28

RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

34

SELECTED COMBINED FINANCIAL INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . .

49

SELECTED PRO FORMA FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . .

51

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND


RESULTS OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

53

CAPITALISATION AND INDEBTEDNESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

78

DILUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

81

RESTRUCTURING EXERCISE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

82

GROUP STRUCTURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

86

SHARE CAPITAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

87

SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

91

OUR BUSINESS
HISTORY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

94

BUSINESS AND OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

95

COMPETITIVE STRENGTHS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

100

COMPETITION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

102

QUALITY ASSURANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

103

MAJOR CUSTOMERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

104

MAJOR SUPPLIERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

104

CREDIT MANAGEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

106

TABLE OF CONTENTS
INVENTORY MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

107

INTELLECTUAL PROPERTY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

107

RESEARCH AND DEVELOPMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

108

MARKETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

108

PROPERTIES AND FIXED ASSETS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

108

INSURANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

109

LICENSES, PERMITS AND APPROVALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

110

GOVERNMENT REGULATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

113

INDEMNITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

118

PROSPECTS, BUSINESS STRATEGIES AND PLANS


THE TAXI INDUSTRY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

119

TREND INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

135

ORDER BOOK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

135

BUSINESS STRATEGIES AND FUTURE PLANS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

136

DIRECTORS, MANAGEMENT AND STAFF


MANAGEMENT REPORTING STRUCTURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

139

DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

139

EXECUTIVE OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

143

DIRECTORS AND EXECUTIVE OFFICERS REMUNERATION . . . . . . . . . . . . . . . . . .

144

SERVICE AGREEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

145

OUR EMPLOYEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

147

STAFF TRAINING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

148

CORPORATE GOVERNANCE
AUDIT COMMITTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

149

REMUNERATION COMMITTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

151

NOMINATING COMMITTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

151

CORPORATE SOCIAL RESPONSIBILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

153

TRANS-CAB PSP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

154

INTERESTED PERSON TRANSACTIONS AND CONFLICT OF INTERESTS


INTERESTED PERSONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

164

PAST INTERESTED PERSON TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

165

PRESENT AND ONGOING INTERESTED PERSON TRANSACTIONS . . . . . . . . . . . . .

170

REVIEW PROCEDURES FOR ON-GOING AND FUTURE INTERESTED PERSON


TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

173

POTENTIAL CONFLICT OF INTERESTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

174

ii

TABLE OF CONTENTS
CLEARANCE AND SETTLEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

175

PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

176

GENERAL AND STATUTORY INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

183

APPENDIX A SUMMARY OF OUR ARTICLES OF ASSOCIATION . . . . . . . . . . . . . . . .

A-1

APPENDIX B DESCRIPTION OF OUR SHARES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

B-1

APPENDIX C RULES OF THE TRANS-CAB PSP . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

C-1

APPENDIX D TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

D-1

APPENDIX E TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND


ACCEPTANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

E-1

APPENDIX F INDEPENDENT AUDITORS REPORT AND THE AUDITED COMBINED


FINANCIAL STATEMENTS FOR THE REPORTING YEARS ENDED 31 DECEMBER
2011, 2012 AND 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F-1

APPENDIX G INDEPENDENT AUDITORS REPORT AND THE UNAUDITED


COMBINED FINANCIAL INFORMATION FOR THE REPORTING PERIOD ENDED
30 JUNE 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

G-1

APPENDIX H UNAUDITED PRO FORMA FINANCIAL INFORMATION OF TRANS-CAB


HOLDINGS LTD. AND ITS SUBSIDIARIES FOR THE REPORTING YEAR ENDED 31
DECEMBER 2013 AND THE REPORTING PERIOD ENDED 30 JUNE 2014 . . . . . . . . . .

H-1

iii

This page has been intentionally left blank.

CORPORATE INFORMATION
BOARD OF DIRECTORS

Teo Kiang Ang (Chairman and Chief Executive Officer)


Tan Lee Tiang (Executive Director and Deputy Chief
Executive Officer)
Lim Teck Chai, Danny (Lead Independent Director)
Tan Hup Foi @ Tan Hup Hoi (Independent Director)
Khoo Yee Hoe (Independent Director)

COMPANY SECRETARY

Mdm. Wong Yoen Har, ACIS

REGISTERED OFFICE AND


PRINCIPAL OFFICE

58 Defu Lane 1
Defu Industrial Estate
Singapore 539498

SHARE REGISTRAR

Boardroom Corporate & Advisory Services Pte. Ltd.


50 Raffles Place
#32-01 Singapore Land Tower
Singapore 048623

ISSUE MANAGER,
BOOKRUNNER AND
UNDERWRITER

DBS Bank Ltd.


12 Marina Boulevard
DBS Asia Central @
Marina Bay Financial Centre Tower 3
Singapore 018982

SOLICITORS TO THE
OFFERING AND THE
COMPANY AS TO SINGAPORE
LAW

Stamford Law Corporation


10 Collyer Quay
#27-00 Ocean Financial Centre
Singapore 049315

SOLICITORS TO THE ISSUE


MANAGER, BOOKRUNNER
AND UNDERWRITER AS TO
SINGAPORE LAW

WongPartnership LLP
12 Marina Boulevard, Level 28
Marina Bay Financial Centre Tower 3
Singapore 018982

INDEPENDENT AUDITORS
AND REPORTING
ACCOUNTANTS

RSM Chio Lim LLP


8 Wilkie Road, #04-08
Wilkie Edge
Singapore 228095
Partner-in-charge: Mr. Lim Lee Meng
(a member of the Institute of Singapore Chartered
Accountants)

PRINCIPAL BANKER AND


RECEIVING BANK

DBS Bank Ltd.


12 Marina Boulevard
DBS Asia Central @
Marina Bay Financial Centre Tower 3
Singapore 018982

CORPORATE INFORMATION
INDUSTRY CONSULTANT

Euromonitor International Limited


60-61 Britton Street
London
EC1M 5UX

VENDORS

Mr. Teo Kiang Ang


58 Defu Lane 1
Defu Industrial Estate
Singapore 539498
Mr. Goh Seow Chai
58 Defu Lane 1
Defu Industrial Estate
Singapore 539498

DEFINITIONS
In this Prospectus, the accompanying Application Forms and, in relation to the Electronic
Applications, the instructions appearing on the screens of the ATMs of Participating Banks, the IB
websites of the relevant Participating Banks or the mobile banking interface of DBS Bank, unless
the context otherwise requires, the following definitions apply throughout where the context so
admits:
Group Companies
Company or Trans-cab

Trans-cab Holdings Ltd.

Group

Our Company and its subsidiaries, namely Trans-cab


Services, Trans-cab Auto Services and Trans-cab Logistics

Trans-cab Auto Services

Trans-cab Auto Services Pte. Ltd.

Trans-cab Logistics

Trans-cab Logistics Pte. Ltd.

Trans-cab Services

Trans-cab Services Pte. Ltd.

Other Companies, Organisations and Agencies


Alpine Motors

Alpine Motors Pte. Ltd.

Authority

The Monetary Authority of Singapore

Borneo Motors

Borneo Motors (S) Pte Ltd

CDP

The Central Depository (Pte) Limited

CPF

The Central Provident Fund

Cycle & Carriage

Cycle & Carriage Industries Pte Ltd

DBS Bank, Issue


Manager, Bookrunner and
Underwriter, Receiving
Bank or Stabilising
Manager

DBS Bank Ltd.

Euromonitor International
or Industry Consultant

Euromonitor International Limited

HDB

Housing and Development Board

JTC

JTC Corporation

LTA

Land Transport Authority of Singapore

NEA

National Environment Agency of Singapore


3

DEFINITIONS
Participating Banks

DBS Bank (including POSB), Oversea-Chinese Banking


Corporation Limited (OCBC Bank), and United Overseas
Bank Limited and its subsidiary, Far Eastern Bank Limited
(UOB Group) and Participating Bank means any of the
abovementioned

SCDF

The Singapore Civil Defence Force

Sembas

Sembas (Asia) Trading Pte. Ltd.

SGX-ST

Singapore Exchange Securities Trading Limited

Share Registrar

Boardroom Corporate & Advisory Services Pte. Ltd.

Solid Capital

Solid Capital Pte. Ltd.

STB

Singapore Tourism Board

Summit Gas

Summit Gas Systems Pte. Ltd.

TAS Services

TAS Services Pte. Ltd.

TCSP

TCSP Pte. Ltd.

TCSP Investments

TCSP Investments Pte. Ltd.

Union Energy

Union Energy Corporation Pte. Ltd.

URA

Urban Redevelopment Authority of Singapore

Vendors

Mr. Teo Kiang Ang and Mr. Goh Seow Chai

Wearnes

Wearnes Automotive Pte. Ltd.

Additional Shares

Up to an aggregate of 20,000,000 additional Shares which


may be issued pursuant to the exercise of the Over-allotment
Option

Application Forms

The printed application forms to be used for the purpose of the


Offering and which form part of this Prospectus

Articles or Articles of
Association

The articles of association of our Company as amended,


supplemented or modified from time to time

General

DEFINITIONS
Associate

(a)

in relation to any director, chief executive officer,


substantial shareholder or controlling shareholder (being
an individual) means:
(i)

his immediate family;

(ii)

the trustees of any trust of which he or his


immediate family is a beneficiary or, in the case of
a discretionary trust, is a discretionary object; or

(iii) any company in which he and his immediate family


together (directly or indirectly) have an interest of
30% or more of the aggregate of the nominal
amount of all the voting shares; or
(b)

in relation to a substantial shareholder or a controlling


shareholder (being a company) means any other
company which is its subsidiary or holding company or is
a subsidiary of such holding company or one in the
equity of which it and/or such other company or
companies taken together (directly or indirectly) have an
interest of 30% or more

ATM

Automated teller machine of a Participating Bank

Audit Committee

The audit committee of our Company as at the date of this


Prospectus

Award Shares

The Shares which may be issued or transferred upon the


release of the share awards granted pursuant to the Transcab PSP

Board or Board of
Directors

The board of Directors of our Company

Bulim Bus Package

The first set of public bus services package under the new
government contracting model put up for tender by the LTA in
October 2014

CEO

The chief executive officer of our Company as at the date of


this Prospectus

Code of Corporate
Governance

The Code of Corporate Governance issued by the Authority on


2 May 2012

Companies Act

The Companies Act (Chapter 50) of Singapore, as amended,


supplemented or modified from time to time

DEFINITIONS
Controlling Shareholder

A person who:
(a)

holds directly or indirectly 15% or more of the total


number of issued Shares of our Company (excluding
treasury shares). The SGX-ST may determine that a
person who satisfies this paragraph is not a controlling
shareholder; or

(b)

in fact exercises control (being the capacity to dominate


decision-making, directly or indirectly, in relation to the
financial and operating policies) over our Company

Cornerstone Investors

Eastspring Investments (Singapore) Limited, FIL Investment


Management (Hong Kong) Limited, Havenport Asset
Management Pte. Ltd., JF Asset Management Limited, Lion
Global Investors Limited and Maxi-Harvest Group Pte. Ltd.

Cornerstone Shares

The aggregate of 65,000,000 New Shares subscribed by the


Cornerstone Investors pursuant to the Cornerstone
Subscription Agreements

Cornerstone Subscription
Agreements

The subscription agreements entered into between, among


others, the Company and each of the Cornerstone Investors
to subscribe for the Cornerstone Shares

Directors

The directors of our Company as at the date of this


Prospectus

Electronic Applications

Applications for the Public Offer Shares made through an ATM


or the IB websites of the relevant Participating Banks or
through the mobile banking platform of DBS Bank, subject to
and on the terms and conditions of this Prospectus

EPS

Earnings per Share

Executive Directors

The executive Directors of our Company as at the date of this


Prospectus

Executive Officers

The executive officers of our Group as at the date of this


Prospectus, who are also key executives as defined under the
Securities and Futures (Offers of Investments) (Shares and
Debentures) Regulations 2005

Fire Safety Act

The Fire Safety Act (Chapter 109A) of Singapore, as


amended, supplemented or modified from time to time

Fire Safety Regulations

The Fire Safety (Petroleum and Flammable Materials)


Regulations of Singapore

DEFINITIONS
FY

Financial year ended or, as the case may be, ending


31 December

GDP

Gross domestic product

Global Offering

The offering of the Cornerstone Shares and the Offering


Shares

GST

Singapore goods and services tax

HY

Six (6) months ended or, as the case may be, ending 30 June

IB

Internet banking

Independent Directors

The independent Directors of our Company as at the date of


this Prospectus

Latest Practicable Date

26 October 2014, being the latest practicable date prior to the


lodgement of this Prospectus with the Authority

Listing Date

The date of commencement of dealing in our Shares on the


SGX-ST

Listing Manual

Listing manual of the SGX-ST, as amended, supplemented or


modified from time to time

LRT

Light rail transit

Main Peak Period

The periods of 7.00 a.m to 11.00 a.m. and 5.00 p.m. to


11.00 p.m.

Management and
Underwriting Agreement

The management and underwriting agreement dated 12


November 2014 entered into between our Company, the
Vendors and DBS Bank

Market Day

A day on which the SGX-ST is open for trading in securities

Memorandum or
Memorandum of
Association

The memorandum of association of our Company

MRT

Mass rapid transit

NAV

Net asset value

New Shares

The 153,000,000 new Shares for which our Company invites


applications to subscribe for pursuant to the Offering and
which are the subject of the Cornerstone Subscription
Agreements (as the case may be)
7

DEFINITIONS
Nominating Committee

The nominating committee of our Company as at the date of


this Prospectus

NTA

Net tangible assets

Offering

The Placement and the Public Offer

Offering Price

S$0.68 for each Share

Offering Shares

The 103,000,000 Shares offered under the Placement and the


Public Offer (subject to the Over-allotment Option)

Over-allotment Option

The over-allotment option granted by us to the Stabilising


Manager, exercisable by the Stabilising Manager, in whole or
in part during the period commencing on the Listing Date until
the earlier of (i) the date falling 30 days from the Listing Date
or (ii) the date when the Stabilising Manager or its appointed
agent has bought on the SGX-ST an aggregate of 20,000,000
Shares, representing not more than 20% of the Offering, to
undertake stabilising actions. Unless otherwise indicated, all
information in this Prospectus assumes that the Overallotment Option will not be exercised

Period Under Review

The period which comprises FY2011, FY2012, FY2013 and


HY2014

Placement

The international placement of 94,200,000 Offering Shares to


investors, including international and other investors in
Singapore and outside the United States in reliance on
Regulation S, of which 6,350,000 Offering Shares will be
reserved for subscription and/or purchase by our Independent
Directors, employees, business associates and those who
have contributed to the success of our Group, at the Offering
Price.
In the event that any of the 6,350,000 Offering Shares
reserved for subscription and/or purchase by our Independent
Directors, employees, business associates and those who
have contributed to the success of our Group are not fully
subscribed for and/or purchased, they will be made available
to satisfy excess applications (if any) in the Placement

Placement Agreement

The placement agreement dated 12 November 2014 entered


into between our Company, the Vendors and DBS Bank

Placement Shares

The 94,200,000 Offering Shares (including 6,350,000


Reserved Shares) which are the subject of the Placement

Prospectus

This prospectus dated 12 November 2014 issued by our


Company in respect of the Offering
8

DEFINITIONS
PTCA

The Public Transport Council Act (Chapter 259B) of


Singapore, as amended, supplemented or modified from time
to time

Public Offer

The offer of 8,800,000 Offering Shares to the public in


Singapore for subscription and/or purchase at the Offering
Price, subject to and on the terms and conditions set out in
this Prospectus

Public Offer Shares

The 8,800,000 Offering Shares which are the subject of the


Public Offer

Regulation S

Regulation S under the US Securities Act

Relevant Period

The period which comprises FY2011, FY2012, FY2013, and


from 1 January 2014 up to the Latest Practicable Date

Remuneration Committee

The remuneration committee of our Company as at the date of


this Prospectus

Reserved Shares

The 6,350,000 Placement Shares reserved for subscription


and/or purchase by our Independent Directors, employees,
business associates and those who have contributed to the
success of our Group

Restructuring Exercise

The restructuring exercise that we carried out to rationalise


and streamline our corporate structure as described in the
section titled Restructuring Exercise of this Prospectus

Road Traffic Act

The Road Traffic Act (Chapter 276) of Singapore, as


amended, supplemented or modified from time to time

Securities Account

Securities account maintained by a depositor with CDP but


does not include a securities sub-account

Securities and Futures


Act

The Securities and Futures Act (Chapter 289) of Singapore,


as amended, supplemented or modified from time to time

Service Agreements

The service agreements entered into between our Company


and each of our Executive Directors, as described in the
section titled Directors, Management and Staff Service
Agreements of this Prospectus

Settlement Date

The date and time on which the Offering Shares are issued
and/or sold (as the case may be) as settlement under the
Offering

DEFINITIONS
SGXNET

The corporate announcement system maintained by the


SGX-ST for the submission of announcements by listed
companies

Shareholders

Registered shareholders of our Company, 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

Shares

Fully paid ordinary shares in the capital of our Company

Share Lending Agreement

The share lending agreement dated 12 November 2014


entered into between Mr. Teo Kiang Ang and the Stabilising
Manager to facilitate the settlement of over-allotments, if any,
in connection with the Offering

Share Swap

The Shares issued by our Company to each of Mr. Teo Kiang


Ang, Mdm. Tan Lee Tiang, Mr. Goh Seow Chai, Mdm. Tan
Siew Kim and Mr. Lim Jin Hong in consideration of the
acquisition of Trans-Cab Services by our Company

Shoulder Peak Period

The periods of 6.00 a.m. to 7.00 a.m. and 11.00 p.m. to


12.00 a.m.

SIBOR

Singapore Interbank Offered Rate

Sub-division

The sub-division of every one (1) Share in the share capital of


our Company into 10 Shares

Subsidiaries

Trans-cab Services, Trans-cab Auto Services and Trans-cab


Logistics, each a Subsidiary

Subsidy Arrangement

The arrangement with Union Gas whereby the Groups taxi


drivers who patronise Union Gas CNG refilling station will be
provided a subsidy to offset the excise duty

Substantial Shareholder

A person who holds, directly or indirectly, 5% or more of the


total issued share capital of our Company

Trans-cab PSP

The Trans-cab Performance Share Plan

US Securities Act

United States Securities Act 1933, as amended

Vendor Shares

The 15,000,000 Shares being offered by the Vendors


pursuant to the Offering, which represents 2.9% and 2.2% of
the existing and enlarged share capital of our Company,
respectively (assuming the Over-allotment Option is not
exercised)

10

DEFINITIONS
Currencies, Units and Others
bhp

Brake horsepower

cc

Cylinder capacity

S$ and cents

Singapore dollars and cents, respectively, being the lawful


currency of Singapore

sq m

Square metres

% or per cent.

Per centum or percentage

Any reference to our, ourselves, us, we or other grammatical variations thereof in this
Prospectus is a reference to our Company, our Group or any member of our Group as the context
requires.
The terms Depositor, Depository Agent and Depository Register shall have the meanings
ascribed to them respectively in Section 130A of the Companies Act.
The term entity shall have the same meaning ascribed to it in Section 2 of the Securities and
Futures Act, while the terms associated companies, associated entity, controlling
interest-holder, related corporation, related entity, subsidiary, subsidiary entity and
substantial interest-holder shall have the same meanings ascribed to them respectively in
paragraph 1 of the Fourth Schedule of the Securities and Futures Act (Offers of Investments)
(Shares and Debentures) Regulations 2005.
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 reference in this Prospectus, the Application Forms or the 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 any
statutory modification thereof or the Listing Manual and used in this Prospectus, the Application
Forms and Electronic Applications shall, where applicable, have the meaning assigned to it under
the Companies Act, the Securities and Futures Act or such statutory modification, or the Listing
Manual, as the case may be.
Any reference in this Prospectus, the Application Forms or the Electronic Applications to Shares
being allotted to an applicant includes allotment to CDP for the account of that applicant.
Any reference to a time of day or dates in this Prospectus, the Application Forms or the Electronic
Applications shall be a reference to Singapore time and dates, unless otherwise stated.
Any discrepancies in the tables included in this Prospectus between the listed amounts and the
totals thereof are due to rounding. Accordingly, figures shown in totals in certain tables may not
be an arithmetic aggregation of the figures which precede them.

11

GLOSSARY OF TECHNICAL TERMS


This glossary contains an explanation of certain terms used in this Prospectus in connection with
our Group and our business. The terms and their assigned meanings may not correspond to
standard industry or common meanings or usage of these terms.
Category A Vehicles

Vehicles with engine power not exceeding 1,600 cc and


130bhp

CNG

Compressed Natural Gas

COE

Certificate of Entitlement which represents the right to vehicle


ownership and the use of road space for 10 years

ERP

Electronic Road Pricing

GPRS

General Packet Radio Service, a packet oriented mobile data


service on the 3G cellular communication system

GSM

Global System for Mobile Communications

ISO 9001:2008

A constituent part of the ISO 9000 series which specifies the


requirements for a quality management system where an
organization needs to demonstrate its ability to provide
products that fulfil customer and applicable regulatory
requirements and aims to enhance customer satisfaction

LPG

Liquefied Petroleum Gas

MDT

Mobile Data Terminal installed in each of our taxis for the


purposes of communication between our call centre and our
fleet of taxis

PARF

Preferential Additional Registration Fee which is a rebate


granted to the registered owner upon de-registration of a
vehicle

STA

Singapore Taxi Academy

TDVL

Taxi Driver Vocational Licence

TOL

The Taxi Service Operator Licence granted by LTA to Transcab Services under Section 111C of the Road Traffic Act

VLPS

Vocational Licence Points System implemented by LTA in


June 2003

12

CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS


All statements contained in this Prospectus, statements made in the 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.
Some of these statements can be identified by forward-looking terms such as anticipate,
believe, could, estimate, expect, if, intend, may, plan, possible, probable,
project, should, will and would or similar words or phrases. However, these words are not
the exclusive means of identifying forward-looking statements. All statements regarding our
Groups expected financial position, business strategies, plans and prospects and the future
prospects of our industry are forward-looking statements. These forward-looking statements,
including but not limited to statements as to our Groups revenue and profitability, prospects,
future plans, other expected industry trends and other matters discussed in this Prospectus
regarding matters that are not historic facts, are only predictions.
These forward-looking statements involve known and unknown risks, uncertainties and other
factors that may cause our Groups actual future results, performance or achievements to be
materially different from any future results, performance or achievements expected, expressed or
implied by such forward-looking statements. These factors include, amongst others, changes in
the political, social and economic conditions and regulatory environment in Singapore and other
countries where we may conduct our business, changes in competitive conditions and other
factors beyond our control. Some of these factors are discussed in more detail in the section titled
Risk Factors 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. Given the
risks and uncertainties that may cause our Groups actual future results, performance or
achievements to be materially different from that expected, expressed or implied by the
forward-looking statements in this Prospectus, undue reliance must not be placed on these
statements.
Neither our Company, the Vendors, the Issue Manager, Bookrunner and Underwriter, the
respective advisers nor any other person represents or warrants that our Groups actual future
results, performance or achievements will be as discussed in those forward-looking statements.
Our actual results may differ materially from those anticipated in these forward-looking
statements.
Further, our Company, the Vendors and the Issue Manager, Bookrunner and Underwriter 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, even if new information becomes available or other events occur in the future. We
and the Vendors are, however, subject to the provisions of the Securities and Futures Act and the
Listing Manual regarding corporate disclosure. In particular, pursuant to Section 241 of the
Securities and Futures Act, if after this Prospectus is registered but before the close of this
Offering, we or the Vendors become aware of: (a) a false or misleading statement or matter in this
Prospectus; (b) 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 (c) a new circumstance that
has arisen since this Prospectus was lodged with the Authority and 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 and that is materially adverse from the point of view of an
investor, we and the Vendors may lodge a supplementary or replacement prospectus with the
Authority.

13

THE OFFERING
LISTING ON THE SGX-ST
We have made an application to the SGX-ST for permission to deal in, and for quotation of, all our
Shares (including the Offering Shares, the Cornerstone Shares, the Additional Shares and the
Award Shares). Such permission will be granted when our Company has been admitted to the
Official List of the SGX-ST.
Our acceptance of applications will be conditional upon, inter alia, permission being granted by
the SGX-ST to deal in, and for quotation of, all our Shares (including the Offering Shares, the
Cornerstone Shares, the Additional Shares and the Award Shares). If such permission is not
granted for any reason, monies paid in respect of any application accepted will be returned to you,
without interest or any share of revenue or other benefit arising therefrom and at your own risk,
and you will not have any claims whatsoever against us, the Vendors and the Issue Manager,
Bookrunner and Underwriter.
We have received a letter of eligibility-to-list from the SGX-ST for all our Shares (including the
Offering Shares, the Cornerstone Shares, the Additional Shares and the Award 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 SGX-ST is
not to be taken as an indication of the merits of the Offering, our Company, our subsidiaries or our
Shares (including the Offering Shares, the Cornerstone Shares, the Additional Shares and the
Award Shares).
In connection with the Offering, we have granted the Stabilising Manager an Over-allotment
Option exercisable by the Stabilising Manager, in whole or in part during the period commencing
on the Listing Date until the earlier of (i) the date falling 30 days from the Listing Date; or (ii) the
date when the Stabilising Manager or its appointed agent has bought on the SGX-ST an aggregate
of 20,000,000 Shares, representing not more than 20% of the Offering, to undertake stabilising
actions. Pursuant to the Over-allotment Option, the Stabilising Manager may subscribe and/or
procure subscribers for up to an aggregate of 20,000,000 Additional Shares (which in aggregate
is not more than 20% of the Offering) at the Offering Price, solely to cover the over-allotment of
Shares, if any.
In connection with the Offering, the Stabilising Manager (or persons acting on behalf of the
Stabilising Manager), may over-allot Shares or effect transactions that stabilise or maintain the
market price of our Shares at levels which might not otherwise prevail in the open market. Such
transactions may be effected on the SGX-ST and other jurisdictions where it is permissible to do
so, in each case in compliance with all applicable laws and regulations, including the Securities
and Futures Act and any regulation thereunder. Such transactions, if commenced, may be
discontinued at any time and shall not be effected after the earlier of (i) the date falling 30 days
from the Listing Date or (ii) the date when the Stabilising Manager or its appointed agent has
bought on the SGX-ST an aggregate of 20,000,000 Shares, representing not more than 20% of
the Offering, to undertake stabilising actions.
This Prospectus has been reviewed and approved by our Directors and the Vendors, and they
individually and collectively 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 Offering, our Company and our Subsidiaries, and our Directors and the Vendors are not
aware of any facts the omission of which would make any statement in this Prospectus misleading.
Where information in this Prospectus has been extracted from published or otherwise publicly

14

THE OFFERING
available sources or obtained from a named source, the sole responsibility of the Directors and the
Vendors 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.
Neither our Company, the Vendors, the Issue Manager, Bookrunner and Underwriter nor any other
parties involved in the Offering 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 to be business, legal or tax advice
regarding an investment in our Shares. You should consult your own legal, financial, tax or other
professional adviser regarding an investment in our Shares. Investors should be aware that they
may be required to bear the financial risk of an investment in our Shares for an indefinite period
of time.
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 Offering and, if given or made, such
information or representation must not be relied upon as having been authorised by us, the
Vendors and the Issue Manager, Bookrunner and Underwriter. Neither the delivery of this
Prospectus and the Application Forms nor the Offering shall, under any circumstances, constitute
a continuing representation or create any suggestion or implication that there has been no change
in the affairs of our Company or our Group or in any statement of fact or information contained in
this Prospectus since the date of this Prospectus. Where such changes occur, we may make an
announcement of the same to the SGX-ST and the public, and if required, lodge a supplementary
document or replacement document pursuant to Section 241 of the Securities and Futures Act and
take immediate steps to comply with Section 241 of the Securities and Futures Act. You should
take note of any such announcement and/or documents issued by us in compliance with the
Securities and Futures Act and, upon release of such announcement and/or documents, shall be
deemed to have 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 our future performance or policies. This Prospectus has been prepared
solely for the purpose of the Offering and may not be relied upon by any persons other than
yourself in connection with your application for the Offering Shares or for any other purpose. This
Prospectus does not constitute an offer or invitation or solicitation to subscribe for and/or
purchase the Offering Shares in any jurisdiction in which such offer, 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 an offer or invitation or
solicitation.
A copy of this Prospectus has been lodged with and registered by the Authority. The Authority
assumes no responsibility of 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 Shares (including the Offering Shares, the Cornerstone Shares, the Additional Shares and
the Award Shares) being offered for investment.
No Shares shall be allotted or allocated on the basis of this Prospectus later than six (6) months
after the date of registration of this Prospectus by the Authority.

15

THE OFFERING
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 Offering, we become aware of:
(a)

a false or misleading statement in this Prospectus;

(b)

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

(c)

a new circumstance that has arisen since this 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,

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 and/or purchase the Offering Shares and:
(a)

(b)

where the Offering Shares have not been issued and/or sold to you, our Company and the
Vendors shall either:
(i)

within seven (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)

treat the applications as withdrawn and cancelled, in which case your application shall
be deemed to have been withdrawn and cancelled and our Company and the Vendors
shall, within seven (7) days from the date of lodgement of the supplementary or
replacement prospectus, return all monies paid in respect of any application for the
Offering Shares, without interest or any share of revenue or other benefit arising
therefrom and at your own risk; or

where the Offering Shares have been issued and/or sold to you, our Company and the
Vendors shall either:
(i)

within seven (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 and the Vendors the
Offering Shares which you do not wish to retain title in; or

(ii)

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

If you wish to exercise your option under paragraph (a)(i) above to withdraw your application in
respect of the Offering Shares, you shall, within 14 days from the date of lodgement of the
supplementary or replacement prospectus, notify our Company and the Vendors of this,
whereupon our Company and the Vendors shall, within seven (7) days from the receipt of such
16

THE OFFERING
notification, pay to you all monies paid by you on account of your application for such Offering
Shares, without interest or any share of revenue or other benefit arising therefrom and at your own
risk.
If you wish to exercise your option under paragraph (b)(i) above to return the Offering Shares
issued and/or sold to you, you shall, within 14 days from the date of lodgement of the
supplementary or replacement prospectus, notify our Company and the Vendors of this and return
all documents, if any, purporting to be evidence of title to those Offering Shares, to our Company
and the Vendors, whereupon our Company and the Vendors shall, within seven (7) days from the
receipt of such notification and documents, if any, pay to you all monies paid by you on account
of your application for those Offering Shares, without interest or any share of revenue or other
benefit arising therefrom and at your own risk and the issuance and/or sale of those Offering
Shares shall be deemed to be void.
Under the Securities and Futures Act, the Authority may, in certain circumstances issue a stop
order pursuant to Section 242 of the Securities and Futures Act (the Stop Order) to our
Company and the Vendors, directing that no Offering Share or no further Share to which this
Prospectus relates, be allotted, allocated or issued. Such circumstances will include a situation
where this Prospectus (i) contains a statement or matter, which in the opinion of the Authority, is
false or misleading; (ii) omits any information that should be included in accordance with Section
243 of the Securities and Futures Act; (iii) does not, in the opinion of the Authority, comply with the
requirements of the Securities and Futures Act; or (iv) the Authority is of the opinion that it is in
the public interest to do so.
Where applications to subscribe for and/or purchase the Offering Shares to which the Prospectus
relates have been made prior to the Stop Order, then:
(a)

where the Offering Shares have not been issued or sold to you, your application for the
Offering Shares shall be deemed to have been withdrawn and cancelled, and our Company
and the Vendors shall, within 14 days from the date of the Stop Order, pay to you all monies
which you have paid on account of your application for the Offering Shares; or

(b)

where the Offering Shares have been issued or sold to you, the issuance and/or sale of the
Offering Shares shall be deemed to be void, and our Company and the Vendors shall, within
14 days from the date of the Stop Order, pay to you all monies which you have paid on
account of your application for the Offering Shares.

In each of the above instances where monies are refunded to you, it shall be paid to you without
interest or any share of revenue or other benefit arising therefrom and at your own risk, and you
will not have any claims against our Company, the Vendors and the Issue Manager, Bookrunner
and Underwriter.
Copies of this Prospectus and the Application Forms and envelopes may be obtained on request,
subject to availability, during office hours from:
DBS Bank Ltd.
12 Marina Boulevard
DBS Asia Central @
Marina Bay Financial Centre Tower 3
Singapore 018982

17

THE OFFERING
and from branches of DBS Bank (including POSB), and where applicable, members of the
Association of Banks in Singapore, members of the SGX-ST and merchant banks in Singapore.
A copy of this Prospectus is also available on the SGX-ST website http://www.sgx.com and the
Authoritys OPERA website at http://opera.mas.gov.sg/Ext/Portal.
The Public Offer will open at 9.00 a.m. on 13 November 2014 and will close at 12.00 noon
on 18 November 2014 or such other period or periods as our Company and the Vendors
may, in consultation with the Issue Manager, Bookrunner and Underwriter, in our absolute
discretion decide, subject to any limitations under all applicable laws. In the event a
supplementary document or replacement document is lodged with the Authority, the
Offering will remain open for at least 14 days after the lodgement of the supplementary or
replacement prospectus.
Details of the procedures for application for the Offering Shares are set out in Appendix E of this
Prospectus.
INDICATIVE TIMETABLE FOR LISTING
The indicative timetable is set out below for your reference:
Indicative date/time

Event

12 November 2014

Opening of the Offering

18 November 2014,
12.00 noon

Close of the Offering

19 November 2014

Balloting of applications, if necessary (in the event of an oversubscription for the Public Offer Shares)

20 November 2014,
9.00 a.m.

Commence trading on a ready basis

25 November 2014

Settlement date for all trades done on a ready basis

The above timetable is only indicative as it assumes that the date of closing for the Offering will
be 18 November 2014, the date of admission of our Company to the Official List of the SGX-ST
will be 20 November 2014, the SGX-STs shareholding spread requirement will be complied with
and the Offering Shares will be issued and fully paid-up prior to 20 November 2014. 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. All dates and times referred to above are Singapore dates and times.
The above timetable and procedure 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. The commencement of trading on a ready basis will
be entirely at the discretion of the SGX-ST. All persons trading in our Shares before their
Securities Accounts with CDP are credited with the relevant number of Shares do so at the
risk of selling Shares which neither they nor their nominees, as the case may be, have been
allotted or are otherwise beneficially entitled to.
We, the Vendors and the Issue Manager, Bookrunner and Underwriter may, in our absolute
discretion, subject to all applicable laws and regulations and the rules of the SGX-ST, agree to
extend or shorten the period during which the Offering is open, provided that such period shall not
be shorter than two (2) Market Days.

18

THE OFFERING
In the event of any changes in the closure of the Offering or the time period during which the
Offering is open, we will publicly announce the same:
(i)

through a SGXNET announcement to be posted on the SGX-STs website at


http://www.sgx.com; and

(ii)

in a local English newspaper.

Results of the Offering including the allotment of the Offering Shares and balloting (in the event
of an over-subscription for the Public Offer Shares) will be provided through the channels in (i) and
(ii) above.
Investors should consult the SGX-ST announcement on the ready listing date on the Internet (at
the SGX-STs website at http://www.sgx.com) or the newspapers, or check with their brokers on
the date on which trading on a ready basis will commence.
We and the Vendors reserve the right to reject or accept, in whole or in part, or to scale down or
ballot any application for the Public Offer Shares, without assigning any reason therefore, and no
enquiry and/or correspondence on such decision will be entertained.

19

THE OFFERING
DETAILS OF THE OFFERING
The Issuer

Trans-cab Holdings Ltd., a company incorporated with limited


liability in the Republic of Singapore on 25 September 2009.

The Vendors

Mr. Teo Kiang Ang and Mr. Goh Seow Chai.

The Global Offering

168,000,000 Shares which consist of the subscription by the


Cornerstone Investors, the Placement and the Public Offer
(subject to the Over-allotment Option) comprising
153,000,000 New Shares and 15,000,000 Vendor Shares.
The 153,000,000 New Shares will, upon allotment and issue,
rank pari passu in all respects with our existing issued Shares.

Offering Price

S$0.68 for each Share.

Purpose of the Offering

The purpose of the Offering is to secure admission of our


Company to the Official List of the SGX-ST. Our Directors
believe that the listing of our Company and the quotation of
our Shares on the Official List of the SGX-ST will enhance the
corporate profile of our Group and enable us to tap the capital
markets to fund the expansion of our operations.
The Offering will also provide members of the public, our
Independent Directors, employees, business associates and
those who have contributed to the success of our Group with
an opportunity to participate in the equity of our Company.

Subscription by the
Cornerstone Investors

Each of Eastspring Investments (Singapore) Limited, FIL


Investment Management (Hong Kong) Limited, Havenport
Asset Management Pte. Ltd., JF Asset Management Limited,
Lion Global Investors Limited and Maxi-Harvest Group Pte.
Ltd. has entered into a Cornerstone Subscription Agreement
with, amongst others, the Company to subscribe for an
aggregate of 65,000,000 New Shares at the Offering Price,
conditional upon the Management and Underwriting
Agreement having been entered into, and not having been
terminated pursuant to its terms on or prior to the Settlement
Date and the Offering Price not exceeding an agreed price.

The Placement

94,200,000 Placement Shares (including 6,350,000 Reserved


Shares) by way of a placement to investors, including
institutional and other investors in Singapore and outside the
United States in reliance on Regulation S.

Reserved Shares

6,350,000 Placement Shares reserved for our Independent


Directors, employees, business associates and those who
have contributed to the success of our Group.

20

THE OFFERING
The Public Offer

8,800,000 Public Offer Shares offered to the public in


Singapore to subscribe for at the Offering Price.

Clawback and
Reallocation

The Offering Shares may be re-allocated between the


Placement and the Public Offer at the discretion of the Issue
Manager, Bookrunner and Underwriter in the event of excess
applications in one and a deficit of applications in the other.

Over-allotment Option

In connection with the Offering, we have granted the


Stabilising Manager an Over-allotment Option exercisable by
the Stabilising Manager, in whole or in part on one or more
occasions, to subscribe and/or procure subscribers for up to
an aggregate of 20,000,000 Additional Shares (which in
aggregate is not more than 20% of the Offering) at the
Offering Price, from the Listing Date until the earlier of (i) the
date falling 30 days from the Listing Date; or (ii) the date when
the Stabilising Manager or its appointed agent has bought on
the SGX-ST an aggregate of 20,000,000 Shares, representing
not more than 20% of the Offering, to undertake stabilising
actions, solely to cover the over-allotment of Shares, if any.
The Additional Shares will, upon allotment and issue, rank
pari passu in all respects with the existing issued Shares.
Unless we indicate otherwise, all information in this
Prospectus assumes that the Stabilising Manager does not
exercise the Over-allotment Option.

Stabilisation

In connection with the Offering, the Stabilising Manager (or


persons acting on behalf of the Stabilising Manager), may
over-allot Shares or effect transactions that stabilise or
maintain the market price of our Shares at levels which might
not otherwise prevail in the open market. Such transactions
may be effected on the SGX-ST and other jurisdictions where
it is permissible to do so, in each case in compliance with all
applicable laws and regulations, including the Securities and
Futures Act and any regulation thereunder. Such transactions,
if commenced, may be discontinued at any time and shall not
be effected after the earlier of (i) the date falling 30 days from
the Listing Date or (ii) the date when the Stabilising Manager
or its appointed agent has bought on the SGX-ST an
aggregate of 20,000,000 Shares, representing not more than
20% of the Offering, to undertake stabilising actions.

21

THE OFFERING
Lock-ups

We have agreed with the Issue Manager, Bookrunner and


Underwriter that, save to the extent contemplated by the
Global Offering and the issuance of the Additional Shares and
the Award Shares, from the date of the Management and
Underwriting Agreement until the date falling six (6) months
after Listing Date (the Lock-up Period) (both dates
inclusive), we will not, without the prior written consent of the
Issue Manager, Bookrunner and Underwriter, inter alia, allot,
offer, issue, sell, contract to issue, grant any option, warrant or
other right to subscribe or purchase, grant security over,
encumber, or otherwise transfer or dispose of any Shares or
any other securities convertible into or exercisable or
exchangeable for, or which carry rights to subscribe for or
purchase any shares of our Company or Subsidiary.
Our Chairman and CEO, Mr. Teo Kiang Ang, our Executive
Director and Deputy CEO, Mdm. Tan Lee Tiang and our other
existing Shareholders, Mr. Goh Seow Chai, Mdm. Tan Siew
Kim and Mr. Lim Jin Hong, who collectively hold an aggregate
of 502,760,000 Shares representing approximately 75.0% of
our issued share capital immediately after the Global Offering
(assuming that the Over-allotment Option is not exercised),
have each agreed with the Issue Manager, Bookrunner and
Underwriter that he/she will not, during the Lock-up Period
(both dates inclusive), directly or indirectly, inter alia, offer,
pledge, sell, contract to sell, sell any option or contract to
purchase, purchase any option or contract to sell, grant any
option, right or warrant to purchase, lend, hypothecate or
encumber or otherwise transfer or dispose of any of his/her
Shares, any securities convertible into, exercisable or
exchangeable for or which carry rights to subscribe for or
purchase any Shares.
The Cornerstone Investors are not subject to any lock-up
restrictions in respect of their shareholdings.
For more information on the lock-up arrangements, please
refer to the section titled Plan of Distribution Moratorium of
this Prospectus.

Dividend Policy

While we currently do not have a formal dividend policy, our


Directors intend to recommend and distribute (i) dividends of
not less than 15% of our profit after tax for FY2014 and (ii)
dividends of not less than 60% of our profit after tax for
FY2015, as we wish to reward our Shareholders for
participating in our Groups growth. Such dividends to be paid
out in FY2014 will be in addition to the interim dividends paid
by our Group to its existing Shareholders prior to the Listing
Date partly for the purpose of the Restructuring Exercise.

22

THE OFFERING
Listing and Trading

Prior to the Offering, there has been no public market for our
Shares. An application has been made to the SGX-ST for
permission to list all our Shares (including the Offering
Shares, the Cornerstone Shares, the Additional Shares and
the Award Shares) on the Main Board of the SGX-ST.
Such permission will be granted when we have been admitted
to the Official List of the SGX-ST. Acceptance of applications
for the Offering Shares will be conditional upon, among other
things, permission being granted to deal in and for quotation
of all our Shares.
Our Shares are expected to commence trading on a ready
basis at 9:00 a.m. (Singapore time) on 20 November 2014.
Please see the section titled The Offering Indicative
Timetable for Listing of this Prospectus.
Our Shares will, upon their issue, listing and quotation on the
SGX-ST, be traded on the SGX-ST under the book-entry
(scripless) settlement system of CDP. Dealing in and
quotation of our Shares on the SGX-ST will be carried out in
Singapore dollars. Our Shares will be traded in board lot sizes
of 1,000 Shares on the SGX-ST.

Settlement

Our Company and the Vendors expect to receive payment for


all the Offering Shares in the Placement and the Public Offer
on or around 20 November 2014. Our Company and the
Vendors will deliver global share certificates representing the
Offering Shares to CDP for deposit into the securities
accounts of successful applicants on or about 20 November
2014. Please refer to the section titled Clearance and
Settlement of this Prospectus.

Risk Factors

Prospective investors should carefully consider certain risks


connected with an investment in the Offering Shares, as
discussed under the section titled Risk Factors of this
Prospectus.

23

USE OF PROCEEDS AND OFFERING EXPENSES


Based on the Offering Price, the gross proceeds due to us from the Offering and the issuance of
the Cornerstone Shares will be approximately S$104.0 million (assuming the Over-allotment
Option is not exercised). We estimate that, after deducting our share of the underwriting and
placement commission and all other expenses related to the Offering and the issuance of the
Cornerstone Shares, the net proceeds due to us will be approximately S$97.8 million.
We intend to use the net proceeds from the Offering and the issuance of the Cornerstone Shares
as follows:

Estimated
amount
(S$ million)

Estimated amount
allocated for each dollar
of gross proceeds raised
from the Offering and the
issuance of the
Cornerstone Shares
(cents)

Expansion of our taxi operations

30.0

28.8

Diversification into other transport businesses

30.0

28.8

Investment in technology and innovation

4.0

3.8

Construction and refurbishment of new


corporate headquarters

3.0

2.9

Working capital

30.8

29.7

Total

97.8

94.0

Use of Proceeds

Please refer to the section titled Prospects, Business Strategies and Plans Business Strategies
and Future Plans of this Prospectus for details of our expansion plans.
The estimated expenses incurred in relation to the Offering and the issuance of the Cornerstone
Shares which will be borne by us is approximately S$6.2 million (which amounts to 6.0 cents for
each dollar of gross proceeds raised from the Offering and the issuance of the Cornerstone
Shares). A breakdown of these estimated expenses is as follows:

Estimated
amount
(S$ million)

As a percentage of the
gross proceeds raised
from the Offering and the
issuance of the
Cornerstone Shares
(%)

Professional fees

1.3

1.3

Underwriting and placement commission

2.6

2.5

Other listing expenses

2.3

2.2

Total

6.2

6.0

Expenses

None of the net proceeds from the Offering and the issuance of the Cornerstone Shares will be
used to repay our existing borrowings.

24

USE OF PROCEEDS AND OFFERING EXPENSES


Assuming the Over-allotment Option is exercised in full, we will receive additional net proceeds
of S$13.6 million which will be used for working capital purposes.
Pending the deployment of net proceeds as aforesaid, the funds will be placed in short-term
deposits with financial institutions or used to invest in short-term money market instruments as our
Directors may deem appropriate.
We will make periodic announcements on the use of net proceeds from the issuance of
Cornerstone Shares and Offering Shares as and when the funds are materially disbursed, and
provide a status report on the use of proceeds in our annual report.
In the event that any part of our proposed use of net proceeds from the Offering and the issuance
of the Cornerstone Shares does not materialise or proceed as planned, our Directors will carefully
evaluate the situation and may reallocate the proceeds to other purposes and/or hold such funds
on short-term deposits for so long as our Directors deem it to be in the interest of our Company.
Any change in the use of the net proceeds will be subject to the listing rules of the SGX-ST and
appropriate announcements will be made by our Company on SGXNET.
There is no minimum amount which, in the reasonable opinion of our Directors, must be raised
from the Offering and the issuance of the Cornerstone Shares.
The estimated net proceeds attributable to the Vendors from the sale of the Vendor Shares (after
deducting the Vendors share of the underwriting and placement commission of S$0.3 million) will
be approximately S$9.9 million. We will not receive any proceeds from the sale of the Vendor
Shares.
We and the Vendors will severally pay the Issue Manager, Bookrunner and Underwriter, as
compensation for its services in connection with the Global Offering, an underwriting and
placement commission of 2.5% of the aggregate Offering Price for the Offering Shares and the
Cornerstone Shares (including proceeds raised from the issuance of the Additional Shares, if the
Over-allotment Option is exercised). We and the Vendors may, at our discretion, pay the Issue
Manager, Bookrunner and Underwriter an incentive fee of up to 1.5% of the aggregate Offering
Price for the Offering Shares and the Cornerstone Shares (including proceeds raised from the
issuance of the Additional Shares, if the Over-allotment Option is exercised). The Cornerstone
Investors and investors under the Placement may be required to pay brokerage (and if so
required, such brokerage will be up to 1.0% of the Offering Price for each Offering Share or
Cornerstone Share (as the case may be)), stamp taxes and other similar charges in accordance
with the laws and practices of the country of purchase, in addition to the aggregate Offering Price,
as applicable, at the time of settlement.
Please refer to the Plan of Distribution The Offering and the Subscription by the Cornerstone
Investors of this Prospectus for a description of the commissions payable in connection with the
Global Offering.

25

DIVIDEND POLICY
In respect of FY2011, FY2012, FY2013 and from 1 January 2014 up to the Latest Practicable
Date, the dividends and the dividends per share paid by each of our Subsidiaries are as follows:

FY2011
Total
Dividends

FY2012

Dividends
Total
per share Dividends

From 1 January 2014


up to the Latest
Practicable Date

FY2013

Dividends
Total
per share Dividends

(S$000)

(S$)

(S$000)

(S$)

(S$000)

Trans-cab
Services

22,491

0.53

10,346

0.20

46,038

Trans-cab
Logistics

Trans-cab
Auto Services

Dividends
Total
per share Dividends
(S$)

Dividends
per share

(S$000)

(S$)

0.89

18,639

0.36

5,000

2,500,000

5,000

2,500,000

We currently do not have a fixed dividend policy.


Any final dividend paid by us must be approved by an ordinary resolution of our Shareholders at
a general meeting and must not exceed the amount recommended by our Directors. Our Directors
may also declare an interim dividend without the approval of our Shareholders. In making their
recommendations, our Directors will consider, inter alia, our retained earnings, expected future
earnings, operations, cash flow, capital requirements, general business and financing conditions,
as well as other factors which our Directors may determine appropriate.
Our Directors intend to recommend and distribute (i) dividends of not less than 15% of our profit
after tax for FY2014 and (ii) dividends of not less than 60% of our profit after tax for FY2015 (the
Proposed Dividends), as we wish to reward Shareholders for participating in our Groups
growth. The Proposed Dividends for FY2014 will be in addition to the interim dividends paid by our
Group to our existing Shareholders in FY2014 prior to the Listing Date partly for the purpose of
the Restructuring Exercise. However, investors should note that all the foregoing statements,
including the statement on the Proposed Dividends, are merely statements of our present
intention and shall not constitute legally binding statements in respect of our future dividends
which may be subject to modification (including reduction or non-declaration thereof) in our
Directors sole and absolute discretion. Investors should not treat the Proposed Dividends or the
dividends declared and paid by our Subsidiaries as an indication of our Groups future dividend
policy. No inference should be or can be made from any of the foregoing statements as to our
actual future profitability or ability to pay dividends.
For information relating to taxes payable on dividends, please refer to Appendix D of this
Prospectus.

26

EXCHANGE CONTROLS
Singapore
There are currently no Singapore exchange controls or similar laws, decrees, regulations or other
legislation that may affect the following:
(a)

the import or export of capital, including the availability of cash and cash equivalents for our
use; and

(b)

the remittance of dividends, interest or other payments to non-resident holders of our


Companys securities.

27

OVERVIEW OF OUR GROUP


The following summary is qualified in its entirety by, and is subject to, the more detailed
information and financial statements (including the notes thereto) appearing elsewhere in this
Prospectus. Terms defined elsewhere in this Prospectus have the same meanings when used
herein. Prospective investors should carefully consider all the information presented in this
Prospectus, particularly the matters set out in the section titled Risk Factors before making an
investment decision.
BUSINESS AND OPERATIONS
Our Groups core business is the operation of taxi services in Singapore where we acquire and
rent out taxis to licensed taxi drivers. We hold a licence issued by LTA to operate taxis for a period
of 10 years from 1 August 2013 to 31 July 2023, the terms and conditions of which are set out in
the TOL. As at 30 June 2014, we have a fleet size of 4,686 taxis, and we are the second largest
taxi operator by fleet size in Singapore. We have approximately 7,400 taxi drivers (including relief
drivers).
We also operate two (2) in-house workshops, one located at 58 and 60 Defu Lane 1, Defu
Industrial Estate, which undertakes general maintenance and servicing of our taxis, and another
at 42 Sungei Kadut Street 1 for repairs arising from accidents. In addition, we offer other ancillary
services such as the operation of diesel pump stations supplying diesel to our taxi drivers at a
discount to retail prices charged at commercial pump stations, as well as a call centre for taxi
booking services.
For more details, please refer to the section titled Our Business Business and Operations in
this Prospectus.
COMPETITIVE STRENGTHS
Being the second largest taxi operator in Singapore by fleet size, we believe that we possess
several key competitive strengths that place us in a strong position to take advantage of the
growth opportunities in the industry.
Our ability to retain and attract taxi drivers
The good working relationships that we have forged and continue to maintain with our taxi drivers,
and the incentives and benefits that are offered by our Group to our taxi drivers have enabled us
to stay competitive in retaining our existing taxi drivers and attracting new taxi drivers. This is
evident from the fact that the hired-out rate for our taxis improved from 95.4% for FY2012 to 98.6%
for FY2013. Furthermore, as at 30 June 2014, 51.1% of our taxi drivers (including relief drivers)
have been with our Group for three (3) years or more.
Good working relationships with taxi drivers
Our working relationship with our taxi drivers is important to us. Our Chairman and CEO, Mr. Teo
Kiang Ang, our Executive Director and Deputy CEO, Mdm. Tan Lee Tiang, and our General
Manager, Mdm. Tan Siew Kim, have built a strong rapport with our taxi drivers over the years. They
are in frequent contact with the taxi drivers, and are open to their feedback and suggestions
relating to taxi rental, servicing and other matters. We believe that our good working relationship
and communication with our taxi drivers enhances our taxi drivers dedication to our Group, which
in turn encourages our taxi drivers to provide good service to commuters, comply with regulatory
requirements and settle rental payments on time.

28

OVERVIEW OF OUR GROUP


Attractive drivers incentive scheme
We have put in place various incentive schemes, namely the performance incentives, taxi
availability incentive, accident free incentive, loyalty incentive and road tax rebate, to encourage
and reward our taxi drivers for good service and safety, timely payment of rentals, and for their
loyalty to our Group. Our taxi drivers are entitled to receive cash incentives ranging from
approximately S$4,700 to S$7,800 in aggregate per annum (depending on the model of the taxis)
if they meet the requirements under our incentive schemes. For further details of our drivers
incentive schemes, please refer to the section titled Our Business Our Business and Operations
Drivers Incentive Schemes of this Prospectus.
In addition, we believe that the practice of good service and safety among our taxi drivers, as
encouraged through the implementation of our drivers incentive schemes, helps to promote
Trans-cab as a quality taxi service operator among commuters.
Offer of diesel and CNG at discounted prices
We offer diesel at our pump stations to our taxi drivers at a discount to retail prices offered at
commercial pump stations. We have also entered into a collaboration arrangement with Union
Energy whereby our taxi drivers can purchase CNG at a discount to retail prices at Union Energys
Cynergy pump station. This helps to lower the fuel cost of our drivers and improve their profits.
Selection of taxi models
Prior to acquiring taxis, our Group carries out studies and research on the feasibility of the
relevant vehicle model, such as its fuel efficiency and safety features. We invest in taxis which are
fuel efficient and well-built, so as to lower the fuel cost of our drivers, as well as minimise
breakdowns and the need for frequent repair and maintenance, which in turn reduce the downtime
of the taxis and loss of income earned by our taxi drivers.
Charge of booking fee
We charge a booking fee of S$2.30 to S$6.50 for all vehicle models (except Mercedes Benz taxis),
and a booking fee of S$10.00 to S$18.00 for Mercedes Benz taxis, for taxi commuters who book
our taxis through our call centre. Save for a nominal call levy that we collect, the entire booking
fee is earned by our taxi drivers.
Our ability to capitalise on economies of scale from fleet renewal and expansion
Our taxis are generally recalled and scrapped at the end of their operating lifespan of
approximately eight (8) years. Commencing 2012, in addition to our fleet expansion, we have also
progressively replaced our old taxis with new models. By September 2014, all our Toyota Crown
taxis were recalled and scrapped, and are being replaced with new taxi models. New taxi models
command higher daily rental and considering an on-going need to replace and expand our fleet,
we have and shall continue to enjoy upward rental revision for such fleet renewal and expansion.
Given the considerable size of our taxi fleet, we have and shall continue to capitalise on
economies of scale to be more cost effective in our operations, in particular, through having our
own in-house workshops.

29

OVERVIEW OF OUR GROUP


Our in-house workshops are located at 58 and 60 Defu Lane 1, Defu Industrial Estate and
42 Sungei Kadut Street 1, and are well equipped to handle a wide range of repair and
maintenance tasks, from routine maintenance such as vehicle inspection, changing of engine oil,
brake pads, master pump, clutch disc, and tyre balancing and alignment, to complicated tasks
such as accident repairs and engine overhaul. We intend to have a repair and maintenance centre
at our proposed new corporate headquarters located at 2 Ang Mo Kio Street 63.
Through the operation of our own in-house workshops, we are able to effectively minimise the
average operating cost of repair and maintenance for each taxi, as well as ensure that high
standards of repair and maintenance are met such that the condition of our fleet is kept at an
optimal level. We are also able to reduce the downtime of our taxis, which in turn reduces the loss
of income earned by our taxi drivers while their taxis are being serviced.
Besides the operation of our in-house workshops, we are able to leverage on our purchasing
power to obtain favourable prices from various business partners, including automobile dealers,
insurance companies and spare parts dealers. We also enjoy economies of scale in other aspects
of our business, such as the operation of our call centre and the deployment of service and
technical staff, achieving operational efficiency with a reduction in our overall overhead costs.
Our experienced and committed key management team
Our operations are led by our Chairman and CEO, Mr. Teo Kiang Ang, our Executive Director and
Deputy CEO, Mdm. Tan Lee Tiang and our General Manager, Mdm. Tan Siew Kim, who collectively
have working experience of more than 40 years in the transportation industry. The experience and
in-depth knowledge of our key management team have enabled our Group to understand the
industry, anticipate market trends, and address the needs of both taxi drivers and commuters.
The experience and business reputation of Mr. Teo Kiang Ang and Mdm. Tan Lee Tiang have
allowed us to establish close working relationships with taxi drivers and suppliers, which have
been instrumental in the success and rapid growth of our operations.
BUSINESS STRATEGIES AND FUTURE PLANS
We aim to become a major public transport operator in Singapore by expanding our taxi services
business and diversifying our range of transport services through the following business
strategies and future plans:
Expansion of our taxi operations
As at 30 June 2014, we have a fleet of 4,686 taxis, and we are the second largest taxi operator
in Singapore by fleet size. In view of the expected increase in demand for taxi services and in
order to maintain our market position as one of the largest taxi operators in Singapore, we will take
active steps to meet the Taxi Availability Standards imposed by the LTA and expand our fleet of
taxis. Please refer to the section titled Our Business Licenses, Permits and Approvals of this
Prospectus for details relating to the Taxi Availability Standards. As we have satisfied the Taxi
Availability Standards for the second half of 2013, we are entitled to expand our taxi fleet size by
1% in the second half of 2014. As at 30 June 2014, we intend to introduce 498 taxis to replace
vehicles that were previously scrapped and not yet replaced, as well as another 218 and 99 taxis
to replace vehicles that are or will be due for recall and scrapping in the remaining of FY2014 and
FY2015 respectively. These new taxis will be progressively rolled out in FY2014 and FY2015, and
in aggregate, we expect to increase our fleet to around 5,010 and 5,234 taxis by the end of

30

OVERVIEW OF OUR GROUP


FY2014 and FY2015 respectively. Separately, we may bring forward the recall and scrapping of
up to 500 units of CNG-powered Toyota Wish taxis to FY2015 (such taxis are otherwise due for
recall and scrapping in FY2016) and replace them with new taxis.
Besides growing organically, we may consider growing via strategic acquisitions to reap
economies of scale if and when the opportunity arises. Since the implementation of the Taxi
Availability Standards, not all taxi operators have been able to meet the standards consistently.
With rising standards to adhere to and punitive measures taken against taxi operators in the form
of restrictions in the growth of taxi fleet, coupled with the high fixed costs resulting from high COE
prices, smaller operators may find it difficult to expand their fleet to compete effectively in the
market. Consolidation in the industry may occur and there may be opportunities for us to increase
our taxi fleet by way of acquiring other taxi operators or their taxi assets or taxi licences. As at the
Latest Practicable Date, we are not in the process of acquiring other taxi operators or their taxi
assets or taxi licences.
We intend to set aside S$30.0 million from the net proceeds of the Offering and the issuance of
the Cornerstone Shares for the expansion of our taxi operations. As at the Latest Practicable Date,
based on an estimated purchase price of a new Renault Latitude taxi of approximately S$102,000
(including an assumed COE price), and assuming that our Group finances 90% of the purchase
price using hire purchases, it is estimated that we will utilise approximately S$2.3 million and
S$8.4 million of the net proceeds towards the expansion of our taxi fleet for the remainder of
FY2014 and FY2015 respectively.
Diversification into other transport businesses
With continued economic growth, a rising population and a vibrant tourism sector, the demand for
transport services in Singapore, including taxi services, public and private bus services, rail as
well as the leasing of vehicles, is expected to increase. To address the demand for public transport
services, the LTA is working with bus operators to roll out various initiatives, including increasing
the number of buses, bus routes and bus lanes in Singapore.
In May 2014, the LTA announced that, with the bus service operating licences for two (2) existing
bus operators expiring on 31 August 2016, it intends to restructure the public bus industry to one
where it contracts bus operators to operate bus services through a competitive tendering process.
The LTA will determine the bus services to be provided and the service standards, and bus
operators will bid for the right to operate these services. They will be paid fees to operate the bus
services, while fare revenue will be retained by the government. The LTA has announced that it
will put up for tender, three (3) sets of bus services which in aggregate comprise about 20% of the
existing bus services in 2014 and 2015. In October 2014, the LTA announced that the first set of
bus services offered consists of 24 existing bus services serving largely the Jurong East and Bukit
Batok areas.
Capitalising on our experience in the public transportation industry and our expertise in fleet
management from our operation of the taxi services business, our Group intends to venture into
other transport businesses and diversify the range of services that we offer. We are currently
studying the Bulim Bus Package, and subject to our review and assessment of the viability of
operating a bus service, we may at the appropriate time put in a bid to LTA for the right to operate
such bus service. In addition, we are exploring the feasibility of undertaking the business of
leasing vehicles such as trucks, vans, private buses and cars. We may consider diversifying into
such businesses through acquisitions, investments, joint ventures and/or strategic partnerships if
and when the opportunity arises.

31

OVERVIEW OF OUR GROUP


We intend to set aside S$30.0 million from the net proceeds of the Offering and the issuance of
the Cornerstone Shares for diversification into other transport businesses.
We are still in the preliminary stages of exploring the foregoing business opportunities and no
plans have been finalised. If these opportunities do not materialise, the Company may re-allocate
the net proceeds from the Offering and the issuance of the Cornerstone Shares for the expansion
of our taxi operations and other purposes. Such re-allocation of the net proceeds from the Offering
and the issuance of the Cornerstone Shares (if any) will be disclosed in a SGXNET announcement
posted on the SGX-STs website at http://www.sgx.com.
Investment in technology and innovation
We recognise that our call centre and our taxi booking and dispatching system are important to
our operations, as it improves the efficiency of our taxi drivers by minimising vacant taxi cruise
time and enhances services to taxi commuters by reducing booking and waiting time. We also
recognise that, with our expanding operations, the use of a more comprehensive accounting
software will enhance our accounting and financial reporting functions.
As such, we intend to invest in:
(a)

the development and improvement of our call centre system and taxi booking and dispatch
system (including the upgrading of hardware and software) in order to build a complementary
service platform to further improve commuter convenience and increase taxi driver
productivity in the first quarter of 2015;

(b)

the upgrading of our accounting and operating software to have higher data mining
capabilities and improve the compiling of operational and financial data and customisation of
reports in the second quarter of 2015; and

(c)

the setting up of a server room in our new headquarters at 2 Ang Mo Kio Street 63, which will
be maintained by our in-house IT team (and potentially an offsite data centre to be
maintained by an external service provider) in the third quarter of 2015.

We intend to set aside S$4.0 million from the net proceeds of the Offering and the issuance of the
Cornerstone Shares, as well as utilise our internal resources (if required), for such investment in
technology and innovation.
Construction and refurbishment of new corporate headquarters
Our headquarters and in-house workshops for general repairs and maintenance are currently
located at 58 and 60 Defu Lane 1, Defu Industrial Estate. We have another workshop at 42 Sungei
Kadut Street 1 for repairs arising from accidents. To accommodate the future growth of our
business and expansion of our fleet of taxis, and to ensure that we have ample space to provide
quality repair and maintenance works, we have in August 2014 acquired a new site located at 2
Ang Mo Kio Street 63 for a cash consideration of S$61.0 million.
We intend to construct and refurbish a new corporate headquarters on the new property, which will
house our call centre, a repair and maintenance centre and a diesel pump station. The
construction and refurbishment commenced in September 2014 and we will take about nine (9)
months to one (1) year to complete the construction and refurbishment and to relocate to the new
corporate headquarters. The estimated cost of such construction and refurbishment is
approximately S$3.0 million.
32

OVERVIEW OF OUR GROUP


We intend to set aside S$3.0 million from the net proceeds of the Offering and the issuance of the
Cornerstone Shares to fund the construction and refurbishment of our new corporate
headquarters.
OUR CONTACT DETAILS
Our registered address and principal place of business is 58 Defu Lane 1, Defu Industrial Estate,
Singapore 539498. Our telephone and fax numbers are +65 6287 6666 and +65 6287 7764
respectively. Our company registration number is 200917893G. Our website address is
http://www.transcabservices.com.sg/. Information contained in our website does not constitute
part of this Prospectus and should not be relied on.

33

RISK FACTORS
Prospective investors should carefully consider and evaluate each of the following risk factors
(which are not intended to be exhaustive) and all other information set forth in this Prospectus
before deciding to invest in the Offering 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 risk factors relate principally to general social, economic, political and regulatory conditions,
the securities market and ownership of our Shares, including possible future sales of our Shares.
If any of the following risks and uncertainties develops into actual events, our business, financial
position, results of operations and/or prospects could be materially and adversely affected. In
such cases, the price of our Shares could decline due to any of these risks and uncertainties and
you may lose all or part of your investment in our Shares.
To the best of our Directors knowledge and belief, all risk factors which are material to investors
in making an informed judgment about our Group have been set out below.
RISKS RELATING TO OUR INDUSTRY
We are subject to requirements imposed on us under the TOL issued by LTA
We require the TOL issued by LTA to operate our taxi services business in Singapore. Our TOL
is valid for a period of 10 years from 1 August 2013 to 31 July 2023, and is renewable for a further
period of 10 years (or such other period as LTA may impose), subject to satisfaction of certain
conditions.
The TOL imposes various requirements, including but not limited to the Quality of Service
Standards and the Taxi Availability Standards, which we have to comply with. For further details
of the TOL, please refer to the section titled Our Business Licences, Permits and Approvals of
this Prospectus.
In the event that we fail to comply with the requirements under the TOL, we may be subject to
financial and other penalties, or the suspension, early termination or non-renewal of the TOL upon
its expiry. If the TOL is suspended, terminated or not renewed, we will not be able to conduct our
business, and we are not entitled to claim compensation for any anticipated loss of revenue
arising therefrom. In such a situation, we may have to consider selling our operating assets
including our taxi fleet at prices below market value.
Pursuant to the Taxi Availability Standards implemented on 1 January 2013, taxi operators that
meet the requirements for the minimum daily mileage per taxi and the percentage of taxis on the
road during peak periods for the respective six (6) month periods starting 1 January 2013 would
be permitted to expand their taxi fleet size by 1% for the corresponding six-month period in the
subsequent year. In this regard, we have failed to satisfy the requirements under the Taxi
Availability Standards in respect of the first half of 2013 and the first half of 2014, and were not
permitted to expand our taxi fleet size for the first half of 2014 and the first half of 2015. Although
we have satisfied the Taxi Availability Standards in the second half of 2013, there is no assurance
that our Group would be able to meet the Taxi Availability Standards in future. In the event that our
Group fails to do so, we may be subject to financial penalties and will not be able to grow our taxi
fleet, which may have a material adverse effect on our business, profitability and prospects. As at
the Latest Practicable Date, and save as disclosed above, we have not failed to comply with any
requirements under the TOL.

34

RISK FACTORS
We are also required under the TOL to indemnify LTA for any claims or losses which LTA may
suffer by reason of our taxi operations, unless such claims or losses arise from causes solely
attributable to the negligence of LTA or its representative. Any such claims or losses may have a
material adverse impact on our financials. As at the Latest Practicable Date, we have not been
required to indemnify LTA for any claims or losses.
The terms of the TOL may change from time to time, and such changes may require us to incur
significant costs for compliance. If we are unable or fail to meet the standards required under such
amended terms of the TOL, we may not be able to continue with our business operations and our
operating results will be adversely affected.
The transportation services industry is regulated and our business operations may be
affected by future changes in applicable laws and regulations
As the transportation services industry is regulated, the core aspects of our business, such as the
conduct of our drivers and competition amongst taxi operators are subject to existing directions,
approvals and exemptions by LTA. Changes in any of the applicable laws and regulations or their
interpretation or enforcement may result in us being required to amend, change or upgrade our
existing operating system and/or obtain additional approvals or exemptions required for our
business operations and a consequent increase in our costs of compliance. For example, the
introduction of the Taxi Availability Standards on 1 January 2013 has limited the expansion of taxi
operators (including us) fleet size to a maximum of 2% per annum, subject to the satisfaction of
various conditions. There is no assurance that changes in such laws and regulations or their
interpretation or enforcement will not have a material adverse impact on our business, financial
position, results of operations and prospects.
While the setting of taxi fares is currently de-regulated and taxi operators are allowed to set their
own fares, it was stated during a Parliament session in November 2013 that LTA will work with the
Public Transport Council and taxi operators to study if and how taxi fare structure could be made
simpler and more easily comparable across taxi operators to serve the interest of commuters,
taking into consideration the impact on taxi drivers as well. The introduction of new laws and
regulations (if any) to regulate taxi fares may affect the income of the taxi drivers, which in turn
may have an impact on their payment of rental fees to us.
New statutory rules and regulations may also be introduced in the future with regards to other
areas of our operations such as the operation of a diesel pump station which may require us to
obtain additional licences, pay additional taxes or comply with onerous conditions for the
continued operation of our business. In the event that we are unable to comply with such rules and
regulations, we may be required to cease all or part of our operations, which may adversely affect
our business, profitability and financial performance.
We face competition from other public transport operators in Singapore
Our Group operates in a highly competitive environment where there are many other public
transport operators. We face keen competition from other taxi operators being our primary
competitors. The taxi services industry in Singapore was liberalised in 2003, and the number of
taxi operators had since increased from three (3) players to the current six (6) players (including
Yellow-Top which is not a taxi operator but a collective group of independent taxi drivers), and
there may be new entrants into the industry in future. We compete for qualified taxi drivers and
given the existing limited number of drivers available, we believe the competition would intensify
as we continue to expand our existing fleet size.

35

RISK FACTORS
We may not be able to compete effectively against certain of our competitors which may have
greater financial, technical and marketing resources, stronger public relations expertise, longer
operating histories and a larger pool of taxis and drivers than our Group. They may also have the
ability to offer more competitive pricing, adapt more quickly to new or emerging technologies,
respond more quickly to changes in customer preferences and devote greater resources to the
promotion of services than us.
Competition also arises from other forms of public transportation such as buses and the MRT and
LRT systems. In addition, to encourage public transport ridership, LTA has been taking major
steps to improve the bus and rail network as an integrated system for commuters. This may further
intensify the competition in public transportation and affect the demand for our taxi services. There
is no assurance that we will not face competition from new entrants or that we can compete
successfully against our existing competitors. In the event that we are unable to compete
effectively and successfully against the new entrants and existing competitors, our business,
financial condition and prospects may be adversely affected. For more details of our competitors,
please refer to the section titled Our Business Competition of this Prospectus.
High COE prices of taxis and taxes levied on our taxis may affect the profitability of our
business operations
The price of COE of taxis constitutes a significant portion of the purchase price of our taxis,
representing between 30% to 60% of the vehicle purchase price during the Period Under Review.
The price of COE of taxis is determined based on a 3-month moving average of COE prices for
Category A Vehicles, which in turn is subject to fluctuations as a result of perceived and actual
changes in the demand and supply of such vehicles. As such, the price of COE of taxis varies from
month to month. The aggregate cost of COE paid by our Group for our taxis for each of FY2011,
FY2012, FY2013 and HY2014 was S$14.7 million, S$38.6 million, S$45.9 million, and S$36.9
million respectively.
A substantial increase in the price of COE may significantly increase the purchase price of taxis
and this will increase our capital expenditure as and when we replace and expand our fleet. In
addition, we are subject to various other taxes, such as import taxes for our taxi fleet and diesel
tax for our diesel powered taxis which may increase the purchase price of the taxis, thereby
similarly increasing our capital expenditure. This may adversely affect the financial performance
of our operations.
We are vulnerable to the uncertain economic outlook
Our business is susceptible to the general economic conditions in the markets that we operate in.
Factors such as GDP growth, disposable income, unemployment rates and tourist arrival
numbers, will affect commuters demand for taxis which may indirectly affect our business
operations. During economic downturns, consumers may be more cautious in their expenditure by
adopting a prudent spending behaviour. As taxi transportation may be perceived as a more costly
mode of transportation as compared to buses and the MRT and LRT, this may result in reduced
demand for our taxis, which may affect us indirectly as our taxi drivers incomes decline.
Given the uncertainties of the future economic outlook, there is no assurance that we will be able
to maintain or continue the rapid growth of our taxi fleet size, or that we will be able to react
promptly to any change in economic conditions. In the event that we fail to react promptly to the
changing economic conditions, our performance and profitability could be adversely affected.

36

RISK FACTORS
There is also no assurance that the factors which have contributed to the success of our Group
in the past will continue to occur in the future. Our business performance, future plans and
operations may be adversely affected if these conditions deteriorate in the future.
RISKS RELATING TO OUR BUSINESS AND OPERATIONS
Our business depends on our ability to recruit and/or retain taxi drivers
Our core business is the operation of taxi services where we acquire and rent out taxis to licensed
taxi drivers. Our business is therefore dependent on our ability to retain our existing taxi drivers
and attract new taxi drivers to rent our taxis as we expand our fleet and to replace drivers who
leave our Group from time to time. As at 30 June 2014, we have approximately 7,400 taxi drivers
and relief drivers. As the cost for taxi drivers to move from one taxi operator to another is low, we
may have to continuously offer competitive incentive schemes and benefits to retain and attract
taxi drivers. However, there is no assurance that we will be able to continue to do so, and in the
event that our Group is unable to retain our existing taxi drivers and attract new drivers, we would
be unable to maintain or expand our fleet size and, as a result, our business, profitability and
financial performance may be adversely affected.
In addition, the small population in Singapore limits the availability of the number of licensed taxi
drivers. Pursuant to regulations imposed by LTA, an applicant has to be a Singapore citizen of at
least 30 years of age and be able to converse and write basic English to qualify to be a licensed
taxi driver. Accordingly, we may face challenges of attracting a sufficient number of licensed taxi
drivers, which may in turn affect our business expansion plans.
As a transportation services provider, we depend heavily on our drivers to properly operate and
maintain our vehicles and to provide satisfactory customer service. There is no assurance that we
will be able to have adequate oversight of our taxi drivers or successfully implement a quality
management system to effectively monitor our taxi drivers. Misconduct by our taxi drivers can lead
to complaints, accidents, violations of laws or other incidents which may negatively impact our
operations and reputation, and have a material adverse effect on our business, financial condition,
operating performance and prospects. As at the Latest Practicable Date, there has not been any
instance where the misconduct of our taxi drivers had a material adverse effect on our business,
profitability and prospects. However, there is no assurance that this will continue to be so.
We require the cooperation of our taxi drivers to satisfy the Taxi Availability Standards, the
requirements of which are set out in the section titled Our Business Licenses, Permits and
Approvals of this Prospectus. In the event that our taxi drivers are not cooperative, we may not
be able to meet the Taxi Availability Standards and may not be able to grow our taxi fleet, which
may in turn have a material adverse effect on our business, profitability and prospects. In this
regard, we failed to satisfy the requirements under the Taxi Availability Standards in respect of the
first half of 2013 and the first half of 2014, and were not permitted to expand our taxi fleet size for
the first half of 2014 and the first half of 2015.
Our business is exposed to credit risks of our taxi drivers
Each taxi driver is required to sign an agreement with us for the rental of a taxi. We charge a daily
rental fee per taxi ranging from S$87 to S$125 depending on the model and age of the taxi, and
generally provide credit terms up to eight (8) days to each taxi driver. Although we encourage
prompt payment of rental fees by providing cash incentives to taxi drivers, there is no assurance
that they will make prompt payments of the rental fees in accordance with the terms of their
agreements with us, or at all. Our percentage of revenue attributable to taxi rental segment
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RISK FACTORS
amounted to 80.6%, 80.3%, 82.6% and 84.4% for each of FY2011, FY2012, FY2013 and HY2014
respectively. Please refer to the section titled Managements Discussion and Analysis of Financial
Condition and Results of Operations Results of Operations of the Prospectus for more details.
As a substantial portion of our revenue is generated from the rental fees that we charge, our
business is subject to the risk of non-payment of rentals by our taxi drivers. As at the Latest
Practicable Date, there has not been any instance where the non-payment of rentals by our taxi
drivers had a material adverse effect on our business, profitability and financial performance.
However, there is no assurance that this will continue to be so.
Our taxi drivers are required to furnish us with a security deposit. In the event that a taxi driver
defaults in the payment of rental fees for more than eight (8) days, we have the right to re-possess
the vehicle and apply the security deposit to pay for any outstanding debt from the taxi driver.
However, if such outstanding payments exceed the security deposit amount, we may have to issue
reminder letters to recover the outstanding amounts or we may instruct professional debt
collection agencies to handle such cases. The Group has engagement agreements with such debt
collection agencies and will from time to time assign cases to them. We would incur additional
costs and expenses in the recovery of outstanding payments, and there is no assurance that we
will be able to successfully recover the outstanding amounts from such taxi drivers.
We are dependent on technology, our booking system as well as third party software,
equipment and services to conduct our daily operations
We rely on our booking system which uses satellite technology to automate taxi bookings, from
the initial entry of customer details to the allocation of taxi and the subsequent transmission of job
detail for display on the in-vehicle MDT installed in each taxi. A failure of or major disruption to our
booking system could cause a loss of reservations, slow booking processes and interfere with our
ability to manage our fleet of taxis, which may materially and adversely affect our ability to conduct
our operations.
We are required to comply with the Quality of Service Standards set out in the TOL, with
prescribed requirements for the percentage of calls answered by the taxi dispatch system, the
waiting time for taxi dispatch system to answer calls, the percentage of calls that lead to a taxi
being allocated to the caller, the waiting time for the taxi dispatch system to confirm the taxi and
the passenger waiting time for the taxi to arrive. In the event of any failure or major disruption to
our call booking system, we may not be able to meet the prescribed requirements under the
Quality of Service Standards, and we could be subject to financial and other penalties imposed by
LTA including a termination or non-renewal of the TOL.
We are also dependent upon the software, equipment and services provided and/or managed by
third parties for our business operations. In particular, our call booking system is provided and
maintained by a third party service provider. In the event that the performance of such software,
equipment or services deteriorates or our arrangements with any of these third parties are
terminated, we may not be able to find alternative software, equipment or services on a timely
basis or on commercially reasonable terms, or at all, or be able to do so without any significant
cost or disruption to our business operations. Our failure to secure agreements with such third
parties may have a material adverse effect on our business.
We currently rely on the in-vehicle MDT installed in each taxi to track our taxis and to determine
whether we have met the requirements of the Taxi Availability Standards. We will continue to
enhance our taxi tracking system to keep pace with technological advances. However, there is no
assurance that our efforts in enhancing our information technology will be successful or adequate.

38

RISK FACTORS
In the event that we fail to keep up with developments in information technology or to implement
new technologies for our taxi operations, our business, financial condition and prospects may be
adversely affected.
We are subject to the requirements under the TOL and the rules and regulations governing our taxi
services business, and such requirements may change from time to time. Additional and more
stringent requirements relating to the taxi dispatch and tracking system and the offer of
taxi-booking services may require us to upgrade or even replace our existing systems, which may
result in our Group incurring significant costs.
We may not have sufficient insurance coverage or our cost of insurance may increase
significantly
We have maintained insurance coverage such as those relating to our premises and taxi drivers,
details of which are set out in the section titled Our Business Insurance of this Prospectus.
We have only maintained third party insurance for our taxis which provides coverage against
liabilities to third parties, but does not cover damages to our taxis. While we have introduced
measures and offered incentives to encourage safe driving on the part of our taxi drivers, the
driving behaviour of our taxi drivers on the road is a factor beyond our control. We may incur high
costs to repair our taxis or suffer total loss in the event of severe road traffic accidents. We have
to pay the insurance excess of up to S$5,000 for each accident claim made against our insurance
policies. If our taxi driver is at fault, he is required to bear (i) up to S$2,000 of such insurance
excess, if he reports the accident to us within 72 hours; or (ii) up to S$5,000 of such insurance
excess, if he reports the accident to us after 72 hours. In addition, if the accident rate of our taxis
or claims made against our insurance policies increase, our insurance premiums may also
increase as a result, thereby leading to an increase in the cost of our operations. This may have
significant adverse effects on our operations and financial results.
The operation of our diesel pump stations is subject to hazards and operating risks such as fires,
storage tank leaks and mechanical failure of equipment at our pump stations. Many of these
operating risks may cause personal injury and loss of life, severe damage to or destruction of our
properties and environmental pollution. Even though we maintain public liability insurance, our
insurance may not be able to fully cover our liability arising from such accidents and mishaps. In
any such event, the occurrence of liability claims, regardless of validity, is likely to adversely affect
our image as well as increase our insurance premiums in the future.
We may also be subject to liabilities or losses resulting from business interruptions or other major
disruptions to or damage of our properties, against which we have not insured adequately, or at
all, or cannot insure. The occurrence of a significant adverse event, the damages from which are
not covered or fully covered or honoured by our insurers, could have a material adverse effect on
our business, financial conditions, results of operations and prospects.
Our business operations are subject to fluctuations in fuel prices
The prices of diesel and CNG are subject to fluctuations as a result of global supply and demand
for fuel, which is in turn affected by a number of factors including changes in global economic
conditions, actual or perceived changes in supply and demand for fuel, fluctuation in crude oil
prices and the availability of substitute products.

39

RISK FACTORS
An increase in the prices of diesel and/or CNG will increase the cost of our operations as we may
be required to provide our drivers with better incentives to offset their higher operating costs, such
as providing fuel at a higher discount to retail prices to our taxi drivers. The increase in fuel prices
or in situations where we may have to impose a fuel surcharge on commuters will decrease the
demand for our taxis and hence affect the income of our taxi drivers, which may in turn result in
increased delay or default on the payment of rental fees. This may adversely affect our business,
profitability and financial performance.
We rely heavily on a limited number of vehicle manufacturers for our fleet of taxis and
certain spare parts
For the Period Under Review, we purchased most of our taxis from Chevrolet and Renault,
through Alpine Motors and Wearnes acting as their dealers respectively. Taxis in our fleet, or the
spare parts used by our taxis, may be subject to safety recalls by their manufacturers. Under
certain circumstances, recalls may require us to retrieve a large number of taxis, particularly
because we rely heavily on a limited number of vehicle manufacturers for our fleet. If a large
number of cars are the subject of simultaneous recalls, or if the necessary replacement parts are
not in adequate supply, we may not be able to operate a large number of recalled taxis for a
significant period of time. Depending on its severity, any recall could materially and adversely
affect our business, financial position, results of operations and, more generally, harm our
reputation.
In addition, in the event that the vehicle manufacturers cease production of the vehicle models
which we have been purchasing, they may also cease production of the spare parts in respect of
such vehicle models. We will have to source for alternative spare parts. If we are unable to
purchase suitable alternatives in a timely manner, or are required to purchase them at higher
prices, our business, financial condition and results of operations may be adversely affected.
We have experienced and may continue to experience negative working capital
We had negative working capital of S$22.2 million, S$35.1 million, S$37.5 million and S$56.4
million for each of 31 December 2011, 31 December 2012, 31 December 2013 and 30 June 2014
respectively. This was primarily due to the use of hire purchases to fund our Groups acquisition
of taxis. For the Period Under Review, most of our borrowings were hire purchases. Our hire
purchases are repaid over a period of five (5) years via monthly instalments. The current portion
(due within one year) of hire purchases is classified under current liabilities, whereas the entire
book value of taxis is classified as motor vehicles under non-current assets. Such accounting
treatment has caused a mismatch in the current liabilities and current assets of our Group, and the
acquisition of new taxis has resulted in the gap between our Groups current assets and current
liabilities for the Period Under Review. Our Group may continue to record net current liabilities as
we continue to finance our acquisition of taxis through hire purchases.
Our obligations under our hire purchases have been mainly met through the cash flow from our
operating 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 the required repayments under our
hire purchases. 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 this will remain so
in the future. In addition, we may underestimate our capital expenditure 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

40

RISK FACTORS
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
may be adversely affected.
We are exposed to uncertainties in weather conditions and traffic congestion
As we operate a ground transportation business, any significant disruption in traffic due to weather
conditions or disturbances such as flash floods, severe traffic congestion or breakdown in major
road infrastructure in Singapore could cause us and our taxi drivers to reduce or delay operation
of taxis or cause damage to taxis which may increase our taxi repair costs and/or cause loss or
reduction of fares earned by our taxi drivers. These could in turn lead to an increase in driver
defaults on their rental payments to us. An occurrence of any of the foregoing events could
adversely affect our business, financial condition and results of operations.
Our business depends on our ability to retain key management
Our continued success is dependent to a large extent on our ability to retain the services of our
key management personnel. Our Groups success will depend on the collective efforts of our
Executive Directors and Executive Officers. Our Chairman and CEO, Mr. Teo Kiang Ang, our
Executive Director and Deputy CEO, Mdm. Tan Lee Tiang and our General Manager, Mdm. Tan
Siew Kim, have collectively more than 40 years of relevant industry and business experience. All
of them individually and collectively constitute an essential part of our business and are
instrumental in maintaining good relationships with our taxi drivers and suppliers. The continued
success and growth of our Group is therefore dependent on our ability to retain their services. The
loss of the services of certain key personnel, due to factors such as disqualification from acting
as a director, incapacity, health, legal or regulatory reasons, without timely and suitable
replacement or the inability to attract and retain experienced personnel will have an adverse
impact on our operations. Please refer to the section titled General and Statutory Information
Information on Directors and Executive Officers of this Prospectus for relevant disclosures
relating to Mr. Teo Kiang Ang.
Our business, operations and prospects are subject to our ability to secure sufficient
financial resources to fund our operations
Our business is capital intensive in nature as we need to expand our taxi fleet in order to grow our
operations. Hence we are dependent on our ability to secure adequate financial resources to fund
our operations. Our ability to secure adequate bank loans, hire purchase facilities and other
borrowings for our operations and expansion depend on a number of factors, some of which are
beyond our control including, but not limited to, general economic and political conditions and the
terms on which financial institutions are willing to extend credit to us (such as the quantum of loan,
interest rate and the time within which such loan is made available to us). In the event that we are
unable to secure adequate financial resources for our operations, our business may be adversely
affected.
In view of the rapidly changing business requirements and market conditions, certain business
opportunities may arise from time to time and we may expand our capabilities and business
through acquisitions, investments, joint-ventures and/or strategic partnerships with parties who
are able to add value to our business. If such situation arises, we may require additional funds to
take advantage of these opportunities.

41

RISK FACTORS
Such funding, if raised through the issuance of equity or securities convertible into equity, may be
priced at a discount to the then prevailing market price of our Shares trading on the SGX-ST,
resulting in a dilution of our shareholders equity interest. If we fail to utilise the new equity to
generate a commensurate increase in earnings, our EPS may be diluted, and this could lead to
a decline in our Share price.
Alternatively, if our funding requirements are met by way of additional debt financing, we may have
restrictions placed on us through debt instruments, credit facilities and other debt financing
arrangements which may:

increase our vulnerability to general adverse economic and industry conditions;

limit our ability to pursue our growth plans;

limit our flexibility in planning for, or reacting to, the changes in our business and our industry
in general;

limit our ability to issue dividends or require us to seek prior consent for the issuance of
dividends to our Shareholders;

impose restrictions on the dilution or the change in the shareholding of certain major
Shareholders of our Company;

impose restrictions on the borrowings and financing activities of our Group; and

require us to dedicate a substantial portion of our cash flow from operations to repay our
debt, thereby reducing the availability of our cash flow to fund other capital expenditures,
working capital requirements and other general corporate purposes.

While we have so far been able to borrow to finance our operations, any disruptions, volatility or
uncertainty of the credit markets could limit our ability to borrow funds or cause our borrowings to
be more expensive. As such, we may be forced to pay unattractive interest rates, thereby
increasing our interest expense, decreasing our profitability and reducing our financial flexibility.
There is also no assurance that our existing banking facilities will continue to be available to us.
In the event that our existing facilities are terminated or cancelled, and we are unable to source
for alternative funding, our operations and financial position could be adversely affected.
We may be subject to potential liabilities under the Fire Safety Act
We are currently leasing the premises located at Block 2037 Bukit Batok Street 23 #01-316 (the
Bukit Batok Premises) from Summit Gas, and had prior to 1 May 2014 leased premises located
at 12 Defu Lane 11 from Sembas, for the storage of diesel and the operation of our diesel pump
stations. The lease and pump station operation at 12 Defu Lane 11 were terminated on 30 April
2014. Further details of the leases are set out in the section titled Interested Person Transactions
and Conflict of Interests of this Prospectus.
As required under the Fire Safety Act, we currently have a licence from the SCDF (issued in the
name of Trans-cab Logistics) for the storage and dispensation of diesel at the Bukit Batok
Premises, which is valid for the period from 1 April 2014 to 31 March 2016. However, during our
lease of (i) 12 Defu Lane 11 for the period prior to 1 May 2014 and (ii) the Bukit Batok Premises
for the period prior to 1 April 2014, we did not have a licence issued in our name for the storage

42

RISK FACTORS
and dispensation of diesel. As such, we may be subject to liability under the Fire Safety Act. The
penalty for such breach of the Fire Safety Act is a fine not exceeding S$10,000 and/or
imprisonment for a term not exceeding six (6) months.
While we have obtained an undertaking from our Controlling Shareholder, Mr. Teo Kiang Ang to
indemnify us against losses incurred by us as a result of the foregoing breaches of the Fire Safety
Act, there is no assurance that our Group or our management will not be subject to other forms
of liability, penalty or culpability or that Mr. Teo will be able to indemnify us in full for our losses.
Depending on its nature and severity, any liability imposed on us may adversely affect our
business, financial position, results of operations and, more generally, harm our reputation.
Please refer to the section titled Our Business Indemnity of this Prospectus for details of the
indemnity provided by Mr. Teo.
We may not obtain certain approvals in respect of our premises
We are currently leasing the Bukit Batok Premises from Summit Gas for the storage of diesel and
the operation of our diesel pump station. Summit Gas has sought and received a letter from the
HDB dated 16 June 2014 stating that the HDB is prepared to allow the sub-lease of the Bukit Batok
Premises to us for a period of one (1) year on the condition that amongst others, we seek the
approval of the SCDF, NEA and URA. We have obtained a licence from the SCDF for the storage
and dispensation of diesel at the Bukit Batok Premises for the period from 1 April 2014 to 31 March
2016, and the permission from NEA to carry out taxi refueling activities at the premises. We have
also applied to the URA for permission to carry out taxi refueling activities at the Bukit Batok
Premises. As at the Latest Practicable Date, we are not aware of any reason that the permission
from the URA may not be granted. However, if we are unable to obtain the requisite approval of
the URA, we will have to terminate our lease in respect of the Bukit Batok Premises and may have
to seek an alternative site for the operation of our diesel pump station in the west of Singapore.
There is no assurance that we will be able to lease or acquire alternative sites for the operation
of our diesel pump station in order to offer diesel to our taxi drivers at a discount to the retail prices
charged at commercial pump stations.
While we have obtained an undertaking from our Controlling Shareholder, Mr. Teo Kiang Ang to
indemnify us against losses incurred by us as a result of the failure to obtain foregoing permission
from the URA, and the resultant termination of the sub-lease of and the operation of the diesel
pump station at the Bukit Batok Premises, there is no assurance that Mr. Teo will be able to
indemnify us in full for our losses. Please refer to the section titled Our Business Indemnity of
this Prospectus for details of the indemnity provided by Mr. Teo.
We may seek opportunities for growth through acquisitions, joint ventures, investments
and partnerships, which may not be successful
We may seek opportunities for growth through acquisitions, joint ventures, investments and
partnerships. There can be no assurance that we will actively pursue such transactions and
initiatives or that any of these efforts will be successful. The acquisitions and investments that our
Group may make, or joint ventures and partnerships that our Group may enter into, may expose
our Group to additional business and operating risks and uncertainties, including but not limited
to the following:

the inability to effectively integrate and manage the acquired businesses;

the inability of our Group to exert control over the actions of our joint venture partners,
including any non-performance, default or bankruptcy of our joint venture partners;

43

RISK FACTORS

the time and resources expended to coordinate internal systems, controls, procedures and
policies;

the disruption to ongoing business and diversion of managements time and attention from
other business concerns;

the risk of entering markets that our Group may have no or limited prior experience;

the potential loss of key employees and customers of the acquired businesses;

the risk that an investment or acquisition may reduce our Groups future earnings;

reputation risk arising from dealing with a range of new counterparties; and

exposure to unknown liabilities.

If our Group is unable to successfully implement its growth strategy or is unable to address the
risks associated with our Groups acquisitions, joint ventures, investments and partnerships, or if
our Group encounters unforeseen expenses, difficulties, complications or delays frequently
encountered in connection with the integration of acquired businesses and the expansion of
operations, our Group may fail to achieve acquisition synergies and may be required to focus its
resources on the integration of operations rather than on its primary business.
We may be affected by an outbreak of infectious disease or fear of an outbreak, or any other
serious public health concerns in Asia (including Singapore)
The outbreak of an infectious disease in Asia (including Singapore) or elsewhere or fear of an
outbreak, together with any resulting travel restrictions or quarantines, could have a negative
impact on the economy and business activity in Singapore and thereby adversely affect our
Group. Examples are the outbreak in 2003 of SARS which seriously interrupted the economic
activities of the affected region and reduced the demand for transportation services dramatically,
and the outbreak in 2004 and 2005 of Avian influenza, or bird flu, in Asia. In April 2009, there was
an outbreak of the Influenza A (H1N1) virus (swine flu) which originated in Mexico but
subsequently spread to Indonesia, Hong Kong, Japan, Malaysia, Singapore, and elsewhere in
Asia. The Influenza A (H1N1) virus is believed to be highly contagious and may not be easily
contained.
Such outbreaks or the perception that an outbreak may occur could seriously interrupt our
operations or the services or operations of our suppliers and taxi drivers, which could have a
material adverse effect on our business, financial condition, results of operations and prospects.
In addition, in the event of an outbreak of any highly pathogenic influenza or other infectious
diseases in any of our premises or among our employees or taxi drivers, our management and
employees may be quarantined and we may be required by the relevant health authorities to
temporarily suspend our operations. Accordingly, this may cause disruptions to our business and
operations, which may have a severe impact on our profitability and financial performance.
We may be affected by terrorist attacks, riots, and other events beyond our control
Terrorist attacks such as those that occurred in Indonesia and the region, riots and other events
beyond our control may disrupt public transportation and affect the travelling trends of tourists and
local commuters. Such events could have an adverse impact on the public transportation industry,
44

RISK FACTORS
our ability to operate in a cost-effective manner and may also have a direct impact on our physical
assets or premises. The consequences of any such terrorist attacks, riots or other events beyond
our control are unpredictable, and we are not able to foresee events of such nature, which could
have an adverse effect on our business, operations and financial performance.
RISKS RELATING TO OWNERSHIP OF OUR SHARES
Any future sale of our Shares could adversely affect our Share price
Following the Offering, we will have 670,760,000 Shares, of which 502,760,000 Shares, or 75.0%
of the post-Offering share capital, will be collectively held by our existing Shareholders, Mr. Teo
Kiang Ang, Mdm. Tan Lee Tiang, Mr. Goh Seow Chai, Mdm. Tan Siew Kim and Mr. Lim Jin Hong
(assuming that the Over-allotment Option is not exercised). Our Shares will be traded on the Main
Board of the SGX-ST following the listing. Under the moratorium arrangements (as described in
the section titled Plan of Distribution Moratorium of this Prospectus), the transfer of our Shares
by our existing Shareholders will be restricted for a period until the date falling six (6) months from
the Listing Date. If upon the expiration of the moratorium period, any of the existing Shareholders
sells or is perceived as intending to sell a substantial amount of Shares, the market price for our
Shares could be adversely affected.
The Cornerstone Investors are not subject to any lock-up. If the Cornerstone Investors directly or
indirectly sell or are perceived as intending to sell a substantial amount of Shares, the market
price for our Shares could be adversely affected.
Any future sale or availability of our Shares can have a downward pressure on our Share price.
The sale of a significant amount of our Shares in the public market after the Offering, or the
perception that such sales may occur, could materially affect the market price of our Shares.
These factors also affect our ability to sell additional equity securities. Except as otherwise
described in the section titled Plan of Distribution Moratorium of this Prospectus, there are no
restrictions on the ability of our Substantial Shareholders to sell their Shares either on the SGX-ST
or otherwise.
Our Directors and Substantial Shareholders will retain significant control over our
Company after the Offering, which will allow them to influence the outcome of decisions
requiring the approval of Shareholders
Upon completion of the Offering, our Directors and Substantial Shareholders will collectively own
approximately 74.6% of our post-Offering issued share capital (assuming the Over-allotment
Option is not exercised). These Shareholders, if acting together, would be able to significantly
influence all matters requiring approval by our Shareholders, including the election of directors
and the approval of significant corporate transactions, and will have veto power with respect to
any shareholder action or matter requiring a majority vote except where they are required by law
or the rules of the Listing Manual or the SGX-ST to abstain from voting. Such concentration of
ownership could have the effect of delaying or preventing a change in control of our Company or
otherwise discouraging a potential acquirer from attempting to obtain control of us through
corporate actions such as mergers or takeover attempts (notwithstanding that the same may be
synergistic or beneficial to our Company) in a manner that could conflict with the interests of our
public shareholders.

45

RISK FACTORS
Investors in our Shares would face immediate and substantial dilution in NAV per Share and
may experience future dilution
Our Offering Price is substantially higher than our Groups NAV per Share of 25.5 cents as at 30
June 2014 (adjusted for net proceeds from the Offering and the issuance of the Cornerstone
Shares). Thus, there is an immediate and substantial dilution in the book value per Share for
investors who purchase our Shares. If we were liquidated for our Groups NAV immediately
following the Offering, each Shareholder subscribing to the Offering would receive less than the
price they paid for their Shares. Please refer to the section titled Dilution of this Prospectus for
further details.
In addition, we intend to issue share awards under our Trans-cab PSP. To the extent that such
awards are released, and new Shares are issued pursuant to such release, there will be further
dilution to investors participating in the Offering. Further details of the Trans-cab PSP are
described under the section titled Trans-cab PSP of this Prospectus and in Appendix C in this
Prospectus where the rules of the Trans-cab PSP are set out.
There has been no prior market for our Shares
There has been no public market for our Shares prior to the Offering. The Offering Price may not
be indicative of the market price for our Shares after the completion of the Offering. Therefore,
there is no assurance that an active trading market for our Shares will develop or, if developed,
will be sustained.
Further, there is also no assurance that the market price of our Shares will not decline below the
Offering Price after the Offering. The Offering Price of our Shares under the Offering has been
determined following a book-building process by agreement among the Issue Manager,
Bookrunner and Underwriter, the Vendors and us and may not be indicative of prices that will
prevail in the trading market. You may not be able to sell your Shares at a price that is attractive
to you. It may be difficult to assess our performance against either domestic or international
benchmarks. Although it is intended that our Shares will remain listed on the SGX-ST, there is no
guarantee of the continued listing of our Shares.
Our Share price may fluctuate following this Offering
The market price of our Shares may fluctuate significantly and rapidly in response to, inter alia,
the following factors, some of which are beyond our control:

changes in conditions affecting our industry, general economic and stock market conditions;

variations in our operating results;

changes in securities analysts recommendations or estimates of our financial performance;

changes in market valuations and share prices of companies with similar businesses as our
Company and which are listed on the SGX-ST;

announcements by our competitors or us of gain or loss of significant contracts, acquisitions,


strategic partnerships, joint ventures or capital commitments;

departures of key personnel;

46

RISK FACTORS

involvement in litigation or arbitration;

success or failure of our management team in implementing business and growth strategies;
and/or

negative publicity involving our Company, any of our Directors, Executive Officers or
Substantial Shareholders, whether or not it is justified.

We may not be able to pay dividends in future


Our ability to declare dividends in relation to the Shares will depend on, among others, our
operating results, financial condition, other cash requirements including capital expenditures, the
terms of borrowing arrangements, other contractual restrictions and other factors deemed
relevant by our Directors. This is in turn dependent on the successful implementation of our
strategy and financial, regulatory and general economic conditions and other factors that may be
specific to us or specific to our industry, many of which are beyond our control.
In addition, our Company is a holding company and we operate our business through our
Subsidiaries. Therefore, our ability to pay dividends will be affected by the ability of our
Subsidiaries to declare and pay us dividends or other distributions. The ability of our Subsidiaries
to declare and pay dividends to us will be dependent on the cash income of and cash available
to such Subsidiary 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 and may be restricted under applicable law or regulation.
Our Subsidiaries are currently not subject to any restrictions on the payment of dividends under
our borrowing arrangements. If any of our Subsidiaries are in future unable or are restricted in
their ability to declare and pay dividends or other distributions to us, our ability to pay dividends
on our Shares may be adversely affected. Moreover, covenants in the loan documents of our
Subsidiaries may restrict the ability of our Subsidiaries to declare and/or pay dividends to us.
Although our Directors intend to recommend and distribute (i) dividends of not less than 15% of
our profit after tax for FY2014 (in addition to the interim dividends paid by our Group to its existing
Shareholders in FY2014 prior to the Listing Date partly for the purpose of the Restructuring
Exercise) and (ii) dividends of not less than 60% of our profit after tax for FY2015, there is no
assurance that our Company can or will pay such dividends or continue to maintain such dividend
payments to Shareholders in future.
Singapore law contains provisions that could discourage a takeover of our Company
Sections 138, 139 and 140 of the Securities and Futures Act and the Singapore Code on
Take-overs and Mergers (collectively, the Singapore Take-over Laws and Regulations)
contain certain provisions that may delay, deter or prevent a future takeover or change in control
of our Company for so long as our Shares are listed for quotation on the SGX-ST. Any person
acquiring an interest, either on his own or together with parties acting in concert with him, in 30%
or more of our Shares, or if such person holds, either on his own or together with parties acting
in concert with him, between 30% and 50% (both inclusive) of our Shares, and he (or parties
acting in concert with him) acquires additional Shares representing more than 1% of our voting
Shares in any six-month period, must except with the consent of the Securities Industry Council,
extend a takeover offer for the remaining Shares in accordance with the provisions of the
Singapore Take-over Laws and Regulations. While the Singapore Take-over Laws and
Regulations seek to ensure equality of treatment among Shareholders, their provisions may
discourage or prevent certain types of transactions involving an actual or threatened change of
47

RISK FACTORS
control of our Company. Some of our Shareholders, which may include you, may therefore be
disadvantaged as a transaction of that kind might have allowed the sale of Shares at a price above
the prevailing market price.
Overseas Shareholders may not be able to participate in future rights offerings or certain
other equity issues we may make
If we offer or cause to be offered to our Shareholders rights to subscribe for additional Shares or
any right of any other nature, we will have discretion as to the procedure to be followed in making
such rights available to our Shareholders or in disposing of such rights for the benefit of such
Shareholders and making the net proceeds available to such Shareholders. We may choose not
to offer such rights to our Shareholders having an address in a jurisdiction outside Singapore. For
instance, we will not offer such rights to our Shareholders who are US persons (as defined in
Regulation S) or have a registered address in the United States unless:
(a)

a registration statement is in effect, if a registration statement under the US Securities Act


is required in order for us to offer such rights to Shareholders and sell the securities
represented by such rights; or

(b)

the offering and sale of such rights or the underlying securities to such Shareholders are
exempt from registration under the provisions of the US Securities Act.

We have no obligation to prepare or file any registration statement under the US Securities Act.
Accordingly, Shareholders who are US persons (as defined in Regulation S) or have a registered
address in the United States may be unable to participate in rights offerings and may experience
a dilution in their holdings as a result.

48

SELECTED COMBINED FINANCIAL INFORMATION


The following selected combined financial information should be read in conjunction with the full
text of this Prospectus, including the section titled Managements Discussion and Analysis of
Financial Condition and Results of Operations, the Independent Auditors Report and the Audited
Combined Financial Statements for the Reporting Years ended 31 December 2011, 2012 and
2013 as set out in Appendix F of this Prospectus and the Independent Auditors Report and the
Unaudited Combined Financial Information for the Reporting Period ended 30 June 2014 as set
out in Appendix G of this Prospectus.
The combined statements of profit or loss and other comprehensive income and the combined
statements of financial position have been prepared on the basis that our Group (postRestructuring Exercise) had been in existence prior to FY2011. Please refer to the Independent
Auditors Report and the Audited Combined Financial Statements for the Reporting Years ended
31 December 2011, 2012 and 2013 as set out in Appendix F of this Prospectus and the
Independent Auditors Report and the Unaudited Combined Financial Information for the
Reporting Period ended 30 June 2014 as set out in Appendix G of this Prospectus for the basis
of preparation of the combined financial statements of our Group.
COMBINED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

Revenue
Cost of sales
Gross profit
Other income
Interest income
Other credits
Administrative expenses
Finance costs
Other charges
Profit before tax from continuing
operations
Income tax expense
Profit from continuing operations
after tax
(Loss) Profit from discontinued
operations after tax

FY2011
S$000
154,770
(112,088)

Audited
FY2012
S$000
166,935
(122,944)

FY2013
S$000
173,707
(125,280)

42,682
2,151

1
(12,136)
(3,185)
(423)

43,991
2,603
84
6,132
(15,258)
(2,896)
(366)

48,427
2,782

13,596
(18,820)
(2,640)
(486)

21,084
1,295

7,984
(8,961)
(1,344)
(218)

27,598
1,458

4,599
(8,020)
(1,293)
(271)

29,090
(4,754)

34,290
(5,466)

42,859
(6,561)

19,840
(3,221)

24,071
(3,977)

24,336

28,824

36,298

16,619

20,094

(343)

(728)

213

Unaudited
HY2013
HY2014
S$000
S$000
84,444
90,778
(63,360)
(63,180)

(91)

(217)

Profit net of tax


Other comprehensive income for
the year/period

23,993

28,096

36,511

16,528

19,877

Total comprehensive income

23,993

28,096

36,511

16,528

19,877

4.7
3.6

5.6
4.3

7.0
5.4

3.2
2.5

3.9
3.0

EPS (cents) (1)


Adjusted EPS (cents)(2)
Notes:
(1)

EPS has been computed based on profit from continuing operations after tax for the financial year/period and the
pre-Offering share capital of 517,760,000 Shares.

(2)

Adjusted EPS has been computed based on profit from continuing operations after tax for the financial year/period
and the post-Offering share capital of 670,760,000 Shares.

49

SELECTED COMBINED FINANCIAL INFORMATION


COMBINED STATEMENTS OF FINANCIAL POSITION
Audited
As at
As at
As at
31 December 31 December 31 December
2013
2012
2011
S$000
S$000
S$000

Unaudited
As at
30 June
2014
S$000

ASSETS
Property, plant and equipment
Investment property

204,047

218,634
72,922

227,836

269,263

Total non-current assets

204,047

291,556

227,836

269,263

Assets and disposal groups


held for sale under FRS 105
Inventories
Trade and other receivables
Other assets
Cash and cash equivalents

1,850
8,452
14,885
18,221

2,352
10,628
12,560
22,141

119
3,445
10,882
13,593
26,910

148
5,115
12,576
18,371
8,640

Total current assets

43,408

47,681

54,949

44,850

247,455

339,237

282,785

314,113

EQUITIES AND LIABILITIES


Share capital
Retained earnings

51,728
11,111

51,728
28,861

51,728
19,334

51,776
21,607

Total equity

62,839

80,589

71,062

73,383

Deferred tax liabilities


Finance leases
Other financial liabilities

10,372
70,359
38,288

11,150
93,273
71,416

13,804
105,499

15,310
124,178

119,019

175,839

119,303

139,488

Liabilities of a disposal group


classified as held for sale under
FRS 105
Income tax payables
Trade and other payables
Finance leases
Other financial liabilities
Other liabilities

4,737
13,242
32,229
1,872
13,517

5,030
17,511
41,580
3,591
15,097

42
4,656
21,714
49,762

16,246

17
4,805
20,572
58,952

16,896

Total current liabilities

65,597

82,809

92,420

101,242

184,616

258,648

211,723

240,730

62,839

80,589

71,062

73,383

247,455

339,237

282,785

314,113

12.1

15.6

13.7

14.2

Total assets

Total non-current liabilities

Total liabilities
Net assets
Total equity and liabilities
NAV per Share (1) (cents)
Note:
(1)

NAV per Share has been computed based on our pre-Offering share capital of 517,760,000 Shares.

50

SELECTED PRO FORMA FINANCIAL INFORMATION


The unaudited pro forma combined financial information has been derived from and should be
read in conjunction with our Appendix H Unaudited Pro Forma Financial Information of
Trans-cab Holdings Ltd. and its Subsidiaries for the Reporting Year ended 31 December 2013 and
the Reporting Period ended 30 June 2014, related notes and auditors report thereto, which are
included elsewhere in this Prospectus. Note 2 Basis of Preparation of the Unaudited Pro Forma
Financial Information to the unaudited pro forma combined financial information describes the
procedure and adjustments used to create our pro forma combined financial information. Please
note that the unaudited pro forma combined financial information does not include information for
the acquisition and disposal of taxis occurring from 1 January 2013 up to the date of registration
of this Prospectus. For more information, please refer to the section titled General and Statutory
Information Exemption Granted by the Authority in this Prospectus. Consequently, this financial
information is not necessarily an indication of (i) the results of operations that we would have
realised if the transactions had been effected during the Period Under Review; or (ii) the results
of operations that we will realise in the future.
Unaudited Pro Forma Combined Statements of Profit or Loss and Other Comprehensive
Income
FY2013
$000

HY2014
$000

173,707

90,778

Cost of sales

(125,280)

(63,180)

Gross profit

48,427

27,598

Other income

2,782

1,458

Other credits

13,596

4,599

(22,180)

(9,729)

Finance costs

(2,913)

(1,424)

Other charges

(486)

(271)

Revenue

Administrative expenses

Profit before tax from continuing operations

39,226

22,231

Income tax expense

(6,258)

(3,822)

Profit from continuing operations, after tax

32,968

18,409

Profit (Loss) from discontinued operations, after tax

213

Profit net of tax


Other comprehensive income for the year/period
Total comprehensive income
EPS (cents)(1)
Adjusted EPS (cents)

(2)

(217)

33,181

18,192

33,181

18,192

6.4

3.6

4.9

2.7

Notes:
(1)

EPS has been computed based on profit from continuing operations after tax for the financial year/period and the
pre-Offering share capital of 517,760,000 Shares.

(2)

Adjusted EPS has been computed based on profit from continuing operations after tax for the financial year/period
and the post-Offering share capital of 670,760,000 Shares.

51

SELECTED PRO FORMA FINANCIAL INFORMATION


Unaudited Pro Forma Combined Statements of Financial Position
As at
31 December 2013
$000

As at
30 June 2014
$000

Property, plant and equipment

290,661

332,088

Total non-current assets

290,661

332,088

ASSETS

Assets and disposal groups held for sale


under FRS 105

119

148

3,445

5,115

Trade and other receivables

10,882

12,576

Other assets

13,593

10,071

1,880

28,039

28,790

318,700

361,878

51,728

51,776

695

20,572

Total equity

52,423

72,348

Deferred tax liabilities

13,804

15,310

105,499

124,178

52,247

46,493

171,550

185,981

Inventories

Cash and cash equivalents


Total current assets
Total assets
EQUITY AND LIABILITIES
Share capital
Retained earnings

Finance leases
Other financial liabilities
Total non-current liabilities
Liabilities of a disposal group classified as
held for sale under FRS 105
Income tax payable
Trade and other payables
Other financial liabilities

42

17

4,656

4,805

21,714

20,572

2,307

58,952

Finance leases

49,762

2,307

Other liabilities

16,246

16,896

Total current liabilities

94,727

103,549

266,277

289,530

52,423

72,348

318,700

361,878

10.1

14.0

Total liabilities
Net assets
Total equity and liabilities
NAV per Share(1) (cents)

Note:
(1)

NAV per Share has been computed based on our pre-Offering share capital of 517,760,000 Shares.

52

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL


CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our Groups financial position and results of operations
should be read in conjunction with the Independent Auditors Report and the Audited Combined
Financial Statements for the Reporting Years ended 31 December 2011, 2012 and 2013 as set
out in Appendix F of this Prospectus and the Independent Auditors Report and the Unaudited
Combined Financial Information for the Reporting Period Ended 30 June 2014 as set out in
Appendix G of 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 not limited to, those discussed below and elsewhere in
this Prospectus, particularly in the section titled Risk Factors.
OVERVIEW
Our Groups core business is the operation of taxi services in Singapore where we acquire and
rent out taxis to licensed taxi drivers.
Since our establishment on 28 April 2003, our Group has embarked on a rapid expansion through
the acquisition of taxis and has grown its fleet size from 50 taxis in January 2004 to 4,686 taxis
as at 30 June 2014, with approximately 7,400 drivers (including relief drivers). Our taxi fleet
includes 99 units of Mercedes taxis catering to the demand for premium taxi services by business
executives and 1,946 units of CNG-powered Toyota Wish taxis. Over the last three (3) financial
years, our average hired-out rate (taking into account downtime for accident repair and
maintenance) was 97.7%.
Our Group also operates two in-house workshops to handle a wide range of repair and
maintenance tasks, from routine maintenance to accident repairs. The workshops allow our Group
to ensure that the taxis are well-maintained and serviced, henceforth maximising the lifespan and
ensuring the safety standards of the vehicles. It also allows our Group to have control over, and
hence better manage our cost.
Our Group also offers other ancillary services such as the operation of diesel pump stations
supplying diesel at a discount to retail prices charged at commercial pump stations to our taxi
drivers, and a call centre for taxi booking services which uses GPRS technology. The taxi booking
system improves the efficiency and effectiveness of taxi drivers operations by minimising vacant
taxi cruise time and providing greater convenience and enhanced services to taxi commuters by
reducing booking and waiting time. Please refer to the section titled Our Business of this
Prospectus for more information on our business operations.
SIGNIFICANT FACTORS AFFECTING OUR RESULTS OF OPERATIONS
Our results of operations are significantly impacted by the following factors:
(a)

Our fleet of taxis


We derive at least 80% of our revenue for each of FY2011, FY2012, FY2013 and HY2014
from daily rentals collected from renting out taxis to our taxi drivers. Hence, our revenue is
affected by the number of taxis we own and operate and the fixed daily rental we charge our
taxi drivers. As we expand our fleet size, we increase our revenue base. The number of taxis

53

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL


CONDITION AND RESULTS OF OPERATIONS
we own and operate in turn depends on our capital expenditures, which are affected by a
number of factors, including cost of financing and prices of COE. The amount of fixed daily
rental that we charge our taxi drivers will depend on the age of taxi hired and our investment
cost such as the price of new vehicles, price of COE, cost of financing and our target internal
rate of return. We charge higher daily rentals for newer taxi models and correspondingly,
rental prices decline as our taxi fleet ages.
Our results of operations are also significantly affected by expenses associated with owning
and operating the taxi fleet, particularly depreciation expenses, interest expenses and
insurance expenses. Hence, changes in fleet-related costs generally correlate with changes
in fleet size.
(b)

Taxi drivers
Our revenue depends on our ability to compete successfully with our competitors mainly in
terms of rental prices of taxis and incentives offered to our taxi drivers, which in turn
determine our ability to retain existing taxi drivers and attract new drivers to rent our new
taxis as we expand our fleet and replace drivers whom have left. As the cost for taxi drivers
to move from one taxi operator to another is low, we have to constantly ensure that our
benefits and incentive schemes remain competitive and this may result in an increase in our
cost of sales.
We also depend on our taxi drivers to properly operate and maintain our vehicles, provide
satisfactory customer service, as well as cooperate to satisfy the standards and
requirements set by LTA. Non-cooperation or misconduct by our taxi drivers can lead to
complaints, accidents, violation of laws, regulations and standards, or other incidents which
may negatively impact our reputation and our compliance with the standards and
requirements set by LTA. These incidents also increase our operating costs, as higher
accident rates of our taxis would increase the premium paid for motor vehicle insurance and
increase our repair and maintenance cost. To ensure that accident rates of our taxis remain
low, we also offer incentives to encourage safe driving on the part of our taxi drivers.
Please refer to the section titled Our Business Business and Operations Drivers
Incentive Schemes of this Prospectus for various incentive schemes put in place for our taxi
drivers.

(c)

Fuel costs
The prices of diesel and CNG fluctuate with changes in global oil prices, which in turn are
affected by a number of factors including changes in global economic conditions. Significant
changes in fuel prices have a direct impact on our revenue from the sale of diesel at our
pump stations. In addition, an increase in the prices of diesel and/or CNG will increase our
operating cost as we may be required to provide our drivers with better incentives to cover
their higher operating costs, such as providing fuel at a higher discount to retail prices offered
at commercial pump stations to our taxi drivers. In addition, any significant increase in fuel
prices may result in the taxi drivers being deterred from driving and may impact on our ability
to hire out our taxi fleet.

54

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL


CONDITION AND RESULTS OF OPERATIONS
(d)

Spare parts costs


As our taxis are operated for extended hours on the roads, they would require timely
replacement of spare parts which wear out from time to time. Hence, we maintain a
reasonable level of inventory of spare parts, and prices of such spare parts are dependent
on our ability to negotiate for a lower price for our bulk purchases. If prices of these spare
parts increase, our cost of sales will increase accordingly.

(e)

Governmental regulations and policies and economic conditions


Our operations are governed by the TOL issued by LTA which is subject to us satisfying the
various conditions imposed. Any changes in the statutory rules, government regulations and
policies in relation to the taxi industry (for instance any change in the eligibility criteria of
licensed taxi drivers) imposed by LTA and other government bodies would affect our
operations. Our efforts to comply with changes in regulations or new conditions imposed
under the TOL may also lead to increased operating and administrative expenses.
Our end customers are taxi commuters. Any changes in the general economic conditions,
government regulations and/or policies and development of the transportation system in
Singapore that would affect consumption sentiments, disposable income and discretionary
spending of our end customers may potentially affect the demand for taxis. This would have
a direct impact on the revenue of our direct customers (taxi drivers), indirectly affecting our
revenue.
Our business activities are heavily regulated by the government and we require a TOL from
LTA to operate our taxi services. In the event there are any changes in government policy on
public transportation, our overhead and other direct costs may be affected.
Please refer to the section titled Risk Factors of this Prospectus for more information on
other factors which may affect our business and financial performance.

RESULTS OF OPERATIONS
Revenue
Our revenue is primarily derived from two (2) business segments, namely (i) taxi rental and (ii)
automotive engineering services. The breakdown of our revenue by business segment for the
Period Under Review is set out below.
FY2011
S$000
%
Taxi rental
Automotive
engineering
services

124,804

29,966
154,770

FY2012
S$000
%

FY2013
S$000
%

HY2013
S$000
%

HY2014
S$000
%

80.6 134,073

80.3 143,565

82.6

70,726

83.8

76,595

84.4

19.4

19.7

30,142

17.4

13,718

16.2

14,183

15.6

100.0 173,707

100.0

84,444

100.0

90,778

100.0

32,862

100.0 166,935

55

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL


CONDITION AND RESULTS OF OPERATIONS
Taxi rental
Revenue from the taxi rental segment comprises principally daily rental collections from hiring out
taxis to our taxi hirers. A small portion of the revenue also includes income received from ancillary
services provided such as levy charges collected from our call booking system.
Automotive engineering services
The automotive engineering services segment provides vehicle accident repair services and sale
of diesel. Our Group derives accident claims-related income through the servicing and repair of
our taxis, and recognise such income as and when the services are rendered. In addition, our
Group supplies diesel at a discount to retail price offered at commercial pump stations to our
diesel-operated taxis at our pump stations as one of the ancillary services provided to our taxi
drivers.
A further breakdown of our revenue from automotive engineering services into revenue from
vehicle accident repair and sale of diesel for the Period Under Review is set out below:
FY2011
S$000
%

FY2012
S$000
%

FY2013
S$000
%

HY2013
S$000
%

HY2014
S$000
%

Vehicle
accident repair

4,533

15.1

6,976

21.2

6,153

20.4

1,472

10.7

2,529

17.8

Sale of diesel

25,433

84.9

25,886

78.8

23,989

79.6

12,246

89.3

11,654

82.2

29,966

100.0

32,862

100.0

30,142

100.0

13,718

100.0

14,183

100.0

Cost of sales
Our cost of sales consists of overhead costs, material costs and drivers incentive payments. Our
cost of sales constituted 72.4%, 73.6%, 72.1% and 69.6% of our revenue for FY2011, FY2012,
FY2013 and HY2014 respectively.
A breakdown of our cost of sales for the Period Under Review is as follows:
FY2011
S$000
%

FY2012
S$000
%

FY2013
S$000
%

HY2013
S$000
%

HY2014
S$000
%

Overhead
costs

61,072

54.5

68,591

55.8

70,609

56.4

36,420

57.5

37,925

60.0

Material costs

29,976

26.7

32,330

26.3

32,851

26.2

15,652

24.7

16,547

26.2

Drivers
incentive
payments

21,040

18.8

22,023

17.9

21,820

17.4

11,288

17.8

8,708

13.8

100.0 125,280

100.0

63,360

100.0

63,180

100.0

112,088

100.0 122,944

56

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL


CONDITION AND RESULTS OF OPERATIONS
Overhead costs
Our overhead costs comprise mainly staff-related cost, general upkeeping cost for existing fleet
of taxis, road tax, motor vehicles insurance, depreciation of motor vehicles and the annual TOL
fee, which is charged at 0.1% of revenue generated from our taxis for the year.
Material costs
Our material costs comprise mainly purchase of diesel, spare parts and lubricants which are used
for the repair and maintenance of our existing fleet of taxis, and the amount of CNG subsidy
funded by us under the Subsidy Arrangement.
Drivers incentive payments
Drivers incentive payments comprise all incentive payments to our taxi drivers which include
performance incentives, taxi availability incentive, accident free incentive, loyalty incentive and
road tax rebate offered to our taxi drivers.
Other income
Other income comprises administrative fees collected from customers for the use of credit card
payment terminals, advertisement income, income from sale of parts to, and repair costs borne by,
taxi drivers, income from insurance claims for loss of taxi rental and other miscellaneous income.
Other income amounted to S$2.2 million, S$2.6 million, S$2.8 million and S$1.5 million for
FY2011, FY2012, FY2013 and HY2014 respectively.
Interest income
Interest income comprises one-off interest, earned from deposits placed for purchases that had
since been terminated, which amounted to S$84,000 in FY2012.

57

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL


CONDITION AND RESULTS OF OPERATIONS
Other credits and charges
Other credits and charges comprise the following:
FY2011
S$000
Allowance for doubtful debt

FY2012
S$000

FY2013
S$000

HY2013
S$000

HY2014
S$000

(324)

(436)

(216)

(124)

(5)

(2)

(400)

Foreign exchange adjustments


gains (losses), net

(Loss) gain on disposals of


property, plant and equipment

(23)

5,707

13,504

7,968

4,384

Government grant

14

16

66

Job credit grant

47

Negative goodwill on acquisition


of subsidiary

368

5,766

13,110

7,766

4,328

6,132

13,596

7,984

4,599

Net amount

(422)

Presented in profit or loss


statement as:
Other credits

Other charges

(423)

Net amount

(422)

(366)
5,766

(486)
13,110

(218)
7,766

(271)
4,328

Administrative expenses
Administrative expenses comprise mainly staff-related costs which include directors
remuneration, finance, administrative and call centre staff salary and benefits, as well as
depreciation cost, insurance excess paid for accident claims and rental of equipment.
Administrative expenses amounted to S$12.1 million, S$15.3 million, S$18.8 million and S$8.0
million for FY2011, FY2012, FY2013 and HY2014 respectively.
Finance costs
Finance costs comprise interest expenses on our finance leases for purchase of our fleet of taxis,
and amounted to S$3.2 million, S$2.9 million, S$2.6 million and S$1.3 million for FY2011, FY2012,
FY2013 and HY2014 respectively.
Income tax expenses
Profits achieved by our Group for the Period Under Review were subject to the Singapore
statutory corporate tax rate of 17% for each of the financial years. Our effective tax rates were
lower at 16.3%, 15.9%, 15.3% and 16.5% for FY2011, FY2012, FY2013 and HY2014 respectively,
primarily due to the receipt of corporate income tax rebates, productivity and innovation credits
and balancing charges arising from the disposal of taxis in the same period. Balancing charges

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MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL


CONDITION AND RESULTS OF OPERATIONS
refer to the difference between the sales proceeds and the written down value of the taxis
disposed. The written down value is the cost of the taxis less the amount of capital allowances
allowed previously.
(Loss)/profit from discontinued operations
As part of our Restructuring Exercise to rationalise and streamline our corporate structure prior to
the Offering, we sold four (4) subsidiaries to our Controlling Shareholders, namely Mr. Teo Kiang
Ang and Mdm. Tan Lee Tiang. The sale of TCSP, TCSP Investments and TAS Services, which own
investment properties that are not intended to be part of our taxi services business, was
completed on 30 December 2013. Solid Capital was sold on 31 October 2014 after Trans-cab
Services acquired the leasehold interest of the property at 42 Sungei Kadut Street 1 from Solid
Capital.
The net (loss)/profit incurred by these subsidiaries during the Period Under Review have been
aggregated as discontinued operations.
REVIEW OF RESULTS OF OPERATIONS
FY2011 compared to FY2012
Revenue
Our revenue increased by S$12.1 million or 7.8% from S$154.8 million in FY2011 to S$166.9
million in FY2012.
Revenue from the taxi rental segment increased by S$9.3 million from S$124.8 million in FY2011
to S$134.1 million in FY2012, mainly attributable to:
(i)

full year rental income generated from 425 new taxis that were registered and rolled out
progressively in FY2011; and

(ii)

higher daily rental charges from 842 new Chevrolet Epica taxis that were registered and
rolled out progressively in FY2012, as compared with daily rental charges derived from older
taxi models.

Revenue from the automotive engineering services segment increased by S$2.8 million from
S$30.0 million in FY2011 to S$32.8 million in FY2012, mainly attributable to:
(i)

an increase in insurance claims made against third parties of S$2.4 million for our taxis which
were involved in accidents and repaired at our workshop; and

(ii)

an increase in diesel sales of S$0.4 million.

Cost of sales
Our cost of sales increased by S$10.8 million or 9.6% from S$112.1 million in FY2011 to S$122.9
million in FY2012.

59

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL


CONDITION AND RESULTS OF OPERATIONS
Our overhead costs increased by S$7.5 million from S$61.1 million in FY2011 to S$68.6 million
in FY2012, mainly attributable to:
(i)

an increase in depreciation of motor vehicles of S$4.2 million arising from 842 new taxis
which were acquired at higher costs due to the spike in COE prices;

(ii)

an increase of S$2.5 million in road taxes paid for diesel-powered vehicles registered;

(iii) an increase of S$0.9 million in insurance premiums paid following an increase in our fleet
size;
(iv) an increase in payroll and related expenses of S$0.2 million which correlated to an increase
in our fleet size; and
(v)

a decrease in survey fees for vehicle inspection of S$0.3 million which was absorbed by the
insurance company.

Our material costs increased by S$2.3 million from S$30.0 million in FY2011 to S$32.3 million in
FY2012 mainly attributable to:
(i)

CNG subsidy of S$1.9 million provided to taxi drivers in FY2012 under the Subsidy
Arrangement;

(ii)

an increase of S$0.9 million in costs of spare parts, engine oil and other expenses related
to repair and maintenance due to a larger taxi fleet; and

(iii) a decrease of S$0.5 million in cost of diesel purchased due to lower average diesel prices
and a reduction in volume consumed by our taxi drivers.
Our drivers incentive payments increased by S$1.0 million from S$21.0 million in FY2011 to
S$22.0 million in FY2012, which was mainly due to an increased driver base which grew in line
with our Groups fleet size, as well as an increased payment arising from the introduction of new
incentive schemes offered to our taxi drivers. During the year, we introduced:
(i)

a new performance incentive scheme to encourage prompt payment of daily rentals; and

(ii)

a long service loyalty incentive scheme payable to taxi drivers upon completion of eight (8)
years of hire with our Group.

Gross profit and gross profit margin


In line with the increase in our revenue, our gross profit increased by S$1.3 million from S$42.7
million in FY2011 to S$44.0 million in FY2012. However, our gross profit margin decreased from
27.6% in FY2011 to 26.4% in FY2012 due to an overall increase in our cost of sales.
Other income
Other income increased by S$0.4 million from S$2.2 million in FY2011 to S$2.6 million in FY2012,
mainly due to the increase in income from sale of parts to, and repair costs borne by, taxi drivers.

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MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL


CONDITION AND RESULTS OF OPERATIONS
Other credits and charges
Other credits and charges increased by S$6.2 million from a net charge of S$0.4 million in FY2011
to a net credit of S$5.8 million in FY2012, which was mainly attributable to:
(i)

proceeds of S$5.7 million received from PARF and COE rebates of 515 vehicles scrapped in
FY2012;

(ii)

one-off recognition of negative goodwill of S$0.4 million in FY2012 arising from the
acquisition of Solid Capital; and

(iii) a decrease in allowance for doubtful debts of S$0.1 million.


Administrative expenses
Administrative expenses increased by S$3.1 million from S$12.1 million in FY2011 to S$15.2
million in FY2012, which was mainly due to:
(i)

an increase in directors remuneration of S$1.1 million due to pay increments and higher
performance bonuses declared in FY2012;

(ii)

an increase in finance, administrative and call centre staff payroll and related expenses by
S$0.4 million as a result of an increase in overall staff headcount in FY2012;

(iii) an increase in insurance excess of S$0.9 million paid for accident claims;
(iv) an increase in depreciation expense of S$0.6 million for the investment property owned by
Solid Capital that was acquired in FY2012; and
(v)

an increase in repair and maintenance of S$0.1 million for office equipment.

Finance costs
Finance costs decreased by S$0.3 million from S$3.2 million in FY2011 to S$2.9 million in FY2012
mainly due to the repayment of finance leases and lower interest rates in FY2012.
Taxation
Our Groups effective tax rate for FY2011 and FY2012 were 16.3% and 15.9% respectively, lower
than the Singapore statutory corporate tax rate of 17.0%, due to the receipt of corporate income
tax rebates and productivity and innovation credits.
Net profit after tax
Our net profit increased by S$4.1 million from S$24.0 million in FY2011 to S$28.1 million in
FY2012 mainly due to improved net profit from continuing operations of S$4.5 million in FY2012.
Our net profit margin from continuing operations also improved from 15.7% in FY2011 to 17.3%
in FY2012 mainly due to S$5.7 million of PARF and COE rebates we received from the scrapping
of our 515 vehicles. During the year, we incurred net loss of S$0.7 million from the discontinued
operations.

61

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL


CONDITION AND RESULTS OF OPERATIONS
FY2012 compared to FY2013
Revenue
Our revenue increased by S$6.8 million or 4.1% from S$166.9 million in FY2012 to S$173.7
million in FY2013.
Revenue from the taxi rental segment increased by S$9.5 million or 7.1% from S$134.1 million in
FY2012 to S$143.6 million in FY2013, mainly attributable to:
(i)

full year rental income generated from 842 new taxis that were registered and rolled out
progressively in FY2012; and

(ii)

higher daily rental charges from 778 new taxis that were registered and rolled out in FY2013,
as compared with daily rental charges derived from older taxi models.

Revenue from automotive engineering services segment decreased by S$2.7 million or 8.2% from
S$32.8 million in FY2012 to S$30.1 million in FY2013, mainly due to:
(i)

a decrease in diesel sales of S$1.9 million following the deregistration of 1,013 old taxis in
2013; and

(ii)

a decrease of S$0.8 million in insurance claims related income.

Cost of sales
Our cost of sales increased by S$2.4 million or 2.0% from S$122.9 million in FY2012 to S$125.3
million in FY2013.
Our overhead costs increased by S$2.0 million or 2.9% from S$68.6 million in FY2012 to S$70.6
million in FY2013, mainly attributable to:
(i)

an increase of S$2.1 million in depreciation of motor vehicles due to higher COE prices for
new taxis acquired;

(ii)

an increase of S$0.8 million in insurance costs;

(iii) an increase of S$0.1 million in upkeep of motor vehicles; and


(iv) a decrease of S$1.0 million in road taxes paid where the government granted a one-off 30%
road tax rebate for goods vehicles, buses and taxis. The one year rebate was effective from
1 July 2013.
Our material costs increased by S$0.5 million or 1.5% from S$32.3 million in FY2012 to S$32.8
million in FY2013, mainly attributable to:
(i)

an increase of S$3.4 million in cost of spare parts and engine oil due to additional spare parts
purchased for our new Renault Latitude taxis as well as higher maintenance costs for our
older taxis;

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MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL


CONDITION AND RESULTS OF OPERATIONS
(ii)

a decrease of S$2.4 million in cost of diesel purchased due to lower average diesel prices
and lower volume of diesel consumed by our taxi drivers; and

(iii) a decrease of S$0.5 million in the amount of subsidy funded by us under the Subsidy
Arrangement.
Our drivers incentive payments decreased by S$0.2 million from S$22.0 million in FY2012 to
S$21.8 million in FY2013, which was a result of the revision of incentives to improve the
performance of our taxi drivers as well as overall lower incentive payment for new taxis rolled out.
Gross profit and gross profit margin
Our gross profit increased by S$4.4 million from S$44.0 million in FY2012 to S$48.4 million in
FY2013. Our gross profit margin increased from 26.4% in FY2012 to 27.9% in FY2013 mainly due
to higher daily rental collected for new taxis rolled out as well as economies of scale we enjoyed
from operating a larger taxi fleet.
Other income
Other income increased by S$0.2 million from S$2.6 million in FY2012 to S$2.8 million in FY2013,
mainly due to higher advertisement income with our expanded taxi fleet size and higher income
from the sale of parts to, and repair costs borne by, taxi drivers.
Other credits and charges
Net other credits increased by S$7.3 million from S$5.8 million in FY2012 to S$13.1 million in
FY2013, which was mainly attributable to:
(i)

an increase of S$7.8 million in proceeds received from PARF and COE rebates of 1,013
vehicles scrapped in FY2013 as compared to 515 vehicles in FY2012;

(ii)

an increase in allowance for doubtful debts of S$0.1 million; and

(iii) no recognition of negative goodwill in FY2013 compared to a recognition of negative goodwill


in FY2012 of S$0.4 million.
Administrative expenses
Administrative expenses increased by S$3.6 million from S$15.2 million in FY2012 to S$18.8
million in FY2013, which was mainly due to:
(i)

an increase in directors remuneration of S$2.6 million due to pay increments and higher
performance bonuses declared in FY2013;

(ii)

an increase in staff payroll and related expenses by S$0.6 million as a result of an increase
in overall staff headcount in FY2013;

(iii) an increase in insurance excess of S$0.4 million paid for accident claims;

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MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL


CONDITION AND RESULTS OF OPERATIONS
(iv) an increase in depreciation expense of S$0.2 million for full years depreciation of the
investment property owned by Solid Capital;
(v)

an increase in other miscellaneous expenses such as bank charges and rental of S$0.3
million; and

(vi) a decrease of S$0.5 million in equipment rental expense as a result of the replacement of the
EZlink payment terminal with the NETs payment terminal.
Finance costs
Finance costs decreased by S$0.3 million from S$2.9 million in FY2012 to S$2.6 million in FY2013
mainly due to repayment of finance leases in FY2013.
Taxation
Our Groups effective tax rate for FY2012 and FY2013 were 15.9% and 15.3% respectively, lower
than the Singapore statutory corporate tax rate of 17.0% due to corporate income tax rebates and
balancing charges arising from disposal of taxis.
Net profit after tax
Our net profit increased by S$8.4 million from S$28.1 million in FY2012 to S$36.5 million in
FY2013 mainly due to improved net profit from continuing operations of S$7.5 million in FY2013.
Our net profit margin from continuing operations also improved from 17.3% in FY2012 to 20.9%
in FY2013 as we continue to enjoy economies of scale in our operations with our expanded taxi
fleet, as well as S$13.5 million of rebates we received from the scrapping of our 1,013 vehicles.
During the year, we incurred net profit of S$0.2 million from discontinued operations.
HY2013 compared to HY2014
Revenue
Our revenue increased by S$6.4 million or 7.6% from S$84.4 million in HY2013 to S$90.8 million
in HY2014.
Revenue from the taxi rental segment increased by S$5.9 million or 8.3% from S$70.7 million in
HY2013 to S$76.6 million in HY2014, mainly attributable to:
(i)

6-month rental income generated from 778 new taxis that were registered and rolled out
progressively in FY2013; and

(ii)

higher daily rental charges from 629 new taxis that were registered and rolled out in HY2014,
as compared with daily rental charges derived from older taxi models.

64

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL


CONDITION AND RESULTS OF OPERATIONS
Revenue from the automotive engineering services segment increased by S$0.5 million or 3.6%
from S$13.7 million in HY2013 to S$14.2 million in HY2014, mainly due to:
(i)

a decrease in diesel sales of S$0.6 million following the discontinuation of diesel refilling
station at 12 Defu Lane 11 from May 2014 onwards; and

(ii)

an increase of S$1.1 million in insurance claims related income.

Cost of sales
Our cost of sales decreased by S$0.2 million or 0.3% from S$63.4 million in HY2013 to S$63.2
million in HY2014.
Our overhead costs increased by S$1.5 million or 4.1% from S$36.4 million in HY2013 to S$37.9
million in HY2014, mainly attributable to:
(i)

an increase of S$3.1 million in depreciation of motor vehicles due to higher COE prices for
new taxis acquired;

(ii)

an decrease of S$0.6 million in insurance costs as we paid higher insurance premiums in


HY2013 as a result of more accident claims; and

(iii) a decrease of S$0.9 million in road taxes paid where the government granted a one-off 30%
road tax rebate for goods vehicles, buses and taxis. The one year rebate was effective from
1 July 2013.
Our material costs increased by S$0.8 million or 5.1% from S$15.7 million in HY2013 to S$16.5
million in HY2014, mainly attributable to:
(i)

an increase of S$1.4 million in cost of spare parts and engine oil due to an increase in taxi
fleet size and the introduction of enhanced preventive maintenance programmes to improve
vehicle performance as well as to reduce breakdown;

(ii)

a decrease of S$0.4 million in cost of diesel purchased due to lower volume of diesel
consumed by our taxi drivers; and

(iii) a decrease of S$0.2 million in the amount of subsidy funded by us under the Subsidy
Arrangement.
Our drivers incentive payments decreased by S$2.6 million from S$11.3 million in HY2013 to
S$8.7 million in HY2014, as a result of the realignment of incentives to the performance of our taxi
drivers as well as overall lower incentive payment for new taxis rolled out.
Gross profit and gross profit margin
Our gross profit increased by S$6.5 million or 30.8% from S$21.1 million in HY2013 to S$27.6
million in HY2014. Our gross profit margin increased from 25.0% in HY2013 to 30.4% in HY2014
mainly due to higher daily rentals collected from new taxis rolled out as well as economies of scale
we enjoyed from operating a larger taxi fleet.

65

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL


CONDITION AND RESULTS OF OPERATIONS
Other income
Other income increased by S$0.2 million from S$1.3 million in HY2013 to S$1.5 million in HY2014,
mainly due to higher advertisement income with our expanded taxi fleet size and higher income
from sale of spare parts to and repair costs borne by our taxi drivers.
Other credits and charges
Net other credits decreased by S$3.5 million from S$7.8 million in HY2013 to S$4.3 million in
HY2014, which was mainly attributable to a decrease of S$3.5 million in proceeds received from
PARF and COE rebates of 346 vehicles scrapped in HY2014 as compared to 587 vehicles
scrapped in HY2013.
Administrative expenses
Administrative expenses decreased by S$1.0 million from S$9.0 million in HY2013 to S$8.0 million
in HY2014, which was mainly due to:
(i)

a decrease of S$0.6 million in directors remuneration, staff payroll and related expenses as
a result of a lower performance bonuses declared in HY2014;

(ii)

a decrease of S$0.2 million in equipment rental expense as a result of the replacement of the
EZlink payment terminal with the NETs payment terminal; and

(iii) a decrease of S$0.2 million in insurance excess paid for accident claims.
Taxation
Our Groups effective tax rate for HY2013 and HY2014 were 16.2% and 16.5% respectively, lower
than the Singapore statutory corporate tax rate of 17.0% due to corporate income tax rebates and
balancing charges arising from disposal of taxis.
Net profit after tax
Our net profit increased by S$3.4 million from S$16.5 million in HY2013 to S$19.9 million in
HY2014 mainly due to improved net profit from continuing operations in HY2014. Our net profit
margin from continuing operations improved from 19.7% in HY2013 to 22.1% in HY2014 as we
continue to enjoy economies of scale in our operations with our expanded taxi fleet.
REVIEW OF FINANCIAL POSITION
As at 31 December 2013
Non-current assets
Non-current assets comprised property, plant and equipment.
As at 31 December 2013, non-current assets amounted to $227.8 million or 80.6% of total assets,
which comprised leasehold property, motor vehicles and plant and equipment.

66

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL


CONDITION AND RESULTS OF OPERATIONS
Current assets
Current assets comprised assets and disposal groups held for sale, inventories, trade and other
receivables, other assets and cash and cash equivalents.
As at 31 December 2013, current assets amounted to S$54.9 million or 19.4% of total assets.
Assets and disposal groups held for sale amounted to S$0.1 million, representing the total assets
(excluding investment property) of Solid Capital. Inventories, which comprised consumables and
supplies and diesel for sale, amounted to S$3.4 million, accounting for 6.3% of current assets.
Trade and other receivables amounted to S$10.9 million, accounting for 19.8% of current assets.
Other assets, which comprise tax recoverable, advance payments to suppliers, prepayments
(mainly prepayment of road tax and motor vehicle insurance) and other deposits, amounted to
S$13.6 million, accounting for 24.7% of current assets. Cash and cash equivalents amounted to
S$26.9 million, accounting for 49.0% of current assets.
Non-current liabilities
Non-current liabilities comprised deferred tax liabilities and finance leases.
As at 31 December 2013, non-current liabilities amounted to S$119.3 million or 56.4% of total
liabilities. Deferred tax liabilities amounted to S$13.8 million, accounting for 11.6% of non-current
liabilities. Finance leases (due within 2 to 5 years) taken for the purchase of new taxis amounted
to S$105.5 million, accounting for 88.4% of non-current liabilities.
Current liabilities
Current liabilities comprises liabilities of a disposal group classified as held for sale, income tax
payables, trade and other payables, finance leases and other liabilities.
As at 31 December 2013, current liabilities amounted to S$92.4 million or 43.6% of total liabilities.
Liabilities of a disposal group classified as held for sale amounted to S$42,000, representing the
total liabilities of Solid Capital. Income tax payables amounted to S$4.7 million, accounting for
5.1% of current liabilities. Trade and other payables amounted to S$21.7 million, accounting for
23.5% of current liabilities. Finance leases (due within one year) for our taxis amounted to S$49.8
million, accounting for 53.9% of current liabilities. Other liabilities, comprising advance rental from
taxi drivers, deposits received from taxi drivers and advance income from advertisements,
amounted to S$16.2 million, accounting for 17.5% of current liabilities.
Shareholders equity
As at 31 December 2013, our shareholders equity amounted to S$71.1 million, comprising share
capital of S$51.7 million and retained earnings of S$19.4 million.
As at 30 June 2014
Non-current assets
Non-current assets increased by S$41.5 million from S$227.8 million as at 31 December 2013 to
S$269.3 million as at 30 June 2014 mainly due to the roll-out of 629 taxis.

67

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL


CONDITION AND RESULTS OF OPERATIONS
Current assets
Our current assets decreased by S$10.1 million from S$54.9 million as at 31 December 2013 to
S$44.8 million as at 30 June 2014, mainly attributable to:
(i)

an increase in inventories of S$1.7 million primarily due to the bulk purchase of spare parts,
as well as an increase in cost of spare parts purchased;

(ii)

an increase in trade and other receivables of S$1.7 million primarily due to an increase in
insurance claim receivables;

(iii) an increase in other assets of S$4.8 million mainly due to deposits paid and expenses
incurred for the purchase of leasehold property at 2 Ang Mo Kio Street 63 of S$8.3 million,
an increase in deposit paid to diesel suppliers of S$0.2 million and an increase in road tax
prepayment of S$1.3 million as a result of a larger taxi fleet. These were partially offset by
the capitalisation of deposit paid for the purchase of 432 taxis licences from SMART
Automobile Pte Ltd of S$1.7 million and a decrease in insurance prepayment of S$3.3
million; and
(iv) a decrease in cash and cash equivalents of S$18.3 million.
Non-current liabilities
As at 30 June 2014, non-current liabilities increased by S$20.2 million from S$119.3 million as at
31 December 2013 to S$139.5 million as at 30 June 2014, mainly due to an increase in finance
leases of S$18.7 million for the purchase of 629 taxis in HY2014 and an increase in deferred tax
liabilities of S$1.5 million.
Current liabilities
Our current liabilities increased by S$8.8 million from S$92.4 million as at 31 December 2013 to
S$101.2 million as at 30 June 2014, mainly attributable to:
(i)

an increase in current portion of finance leases by S$9.2 million due mainly to the roll-out of
629 taxis in HY2014;

(ii)

an increase in other liabilities of S$0.6 million due mainly from deposits received from taxi
drivers;

(iii) an increase in income tax payable of S$0.1 million; and


(iv) a decrease in trade and other payables of S$1.1 million, mainly due to payment of insurance
premiums and amounts paid for the purchase of taxis and consumable spare parts.
Shareholders equity
As at 30 June 2014, our shareholders equity amounted to S$73.4 million, comprising share capital
of S$51.8 million and retained earnings of S$21.6 million.

68

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL


CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
Our operations are mainly funded by a combination of shareholders equity, banking facilities,
credit extended by our suppliers and cash generated from our operations. Please refer to the
section titled Capitalisation and Indebtedness of this Prospectus for more details on the banking
facilities of the Group.
The principal uses of our Groups funds are for working capital and capital expenditure mainly for
the expansion our taxi fleet.
A summary of our cash flows for the Period Under Review is as follows:
Audited
FY2011
S$000

Audited
FY2012
S$000

Audited
FY2013
S$000

63,758

73,372

73,848

32,377

33,899

Cash flows used in investing


activities

(54,507)

(49,697)

(10,895)

(8,830)

(2,679)

Cash flows used in financing


activities

(6,770)

(19,755)

(58,077)

(19,788)

(49,461)

Net increase (decrease) in


cash and cash equivalents

2,481

3,920

4,876

3,759

(18,241)

Cash and cash equivalents,


beginning balance

15,740

18,221

22,141

22,141

27,017

Cash and cash equivalents,


end balance

18,221

22,141

27,017

25,900

8,776

Cash flows from operating


activities

Unaudited Unaudited
HY2013
HY2014
S$000
S$000

FY2011
Cash flows from operating activities
In FY2011, we generated net cash flows before working capital changes of S$66.3 million. This
was partially offset by a net working capital change of S$1.5 million which was mainly attributable
to:
(i)

an increase in inventories of S$0.7 million;

(ii)

an increase in trade and other receivables of S$3.7 million arising mainly from accident
claims against third party insurers amounted to S$4.3 million following the inception of our
in-house insurance claims department in July 2010 and a decrease in trade receivables from
taxi drivers of S$0.6 million;

(iii) an increase in other assets of S$1.0 million mainly due to higher road taxes and prepaid
motor vehicle insurance;

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MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL


CONDITION AND RESULTS OF OPERATIONS
(iv) an increase in trade and other payables of S$1.1 million which mainly consisted of an accrual
for professional fee of S$0.4 million and an increase in GST payables of S$0.7 million; and
(v)

an increase in other liabilities of S$2.8 million arising mainly from deposits received from
drivers for the new taxis registered during the year.

After taking into account the changes in working capital of S$1.5 million and income taxes paid
during the year of S$1.1 million, our net cash generated from operating activities amounted to
S$63.7 million.
Cash flows used in investing activities
In FY2011, our net cash flows used in investing activities amounted to S$54.5 million. This was
mainly due to the purchase of three investment properties by TAS Services and TCSP and the
placement of deposit for the purchase of 425 new taxis.
Cash flows used in financing activities
In FY2011, our net cash used in financing activities amounted to S$6.8 million. This was mainly
due to:
(i)

repayment of finance leases of S$32.6 million for the purchase of new taxis;

(ii)

dividends paid to shareholders of S$22.5 million;

(iii) finance lease interest payment of S$3.3 million during the year;
(iv) proceeds from the increase in share capital of S$11.5 million via the issuance of new shares;
and
(v)

increase in new borrowings of S$40.2 million in FY2011 due to borrowings obtained by TAS
Services for the purchase of a freehold property at 18 New Industrial Road, Singapore 536205 at
the purchase price of S$32.5 million, and borrowings obtained by TCSP for the purchase of a
freehold property at 466/468 Tagore Industrial Avenue, Singapore 787835 and Singapore 787836
at the purchase price of S$18.5 million. These properties were for investment purposes.

FY2012
Cash flows from operating activities
Our net operating cash flows before working capital changes increased from S$66.3 million in
FY2011 to S$76.1 million in FY2012 due mainly to higher operating profit and depreciation
incurred. The net working capital change in FY2012 of S$1.9 million was mainly attributable to:
(i)

an increase in inventories of S$0.5 million;

(ii)

an increase in trade and other receivables of S$4.4 million arising mainly from:
(a)

an increase in insurance claims income of S$2.8 million;

70

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL


CONDITION AND RESULTS OF OPERATIONS
(b)

an increase in PARF refunds following the scrap of taxis of S$1.2 million; and

(c)

an increase in other receivables of S$0.4 million for survey fees, tax recoverable and
deposits for utilities;

(iii) a decrease in other assets of S$1.7 million mainly due to:


(a)

refund of deposits amounting to S$1.0 million from SMART Automobile Pte Ltd. and
Bukit Sedap Pte.Ltd. as a result of termination of the sale and purchase agreement for
the acquisition of the shares of Smart Energy Pte Ltd.;

(b)

the utilisation of deposits of S$1.6 million paid for new vehicle registrations for the year;

(c)

an increase of S$1.1 million in pre-payment of road tax and motor vehicle insurance;
and

(d)

a decrease in advance payment made to suppliers of S$0.2 million for purchase of


diesel;

(iv) an increase in trade and other payables of S$3.5 million mainly due to:

(v)

(a)

an increase in insurance premiums payable of S$2.7 million due to an increase in the


number of our taxis and the payment of an insurance premium in January 2013 instead
of December 2012 following the late issuance of an invoice by the insurer;

(b)

an increase in amount payable for purchase of taxis of S$1.1 million;

(c)

a decrease in amount payable for purchase of diesel of S$0.1 million;

(d)

a decrease in amount payable for accident liability of S$0.2 million; and

an increase in other liabilities of S$1.5 million mainly from deposits received from taxi
drivers.

After taking into account the changes in working capital of S$1.9 million and income taxes paid of
S$4.6 million in FY2012, our net cash flows from operating activities was approximately S$73.4
million.
Cash flows used in investing activities
In FY2012, our net cash used in investing activities was S$49.7 million. This was mainly due to:
(i)

cash payment of S$2.7 million mainly for the placement of deposit for the purchase of 842
Chevrolet Epica taxis;

(ii)

purchase of freehold property at 1 Tannery Road, Singapore 347719 (the Tannery Road
Property) by TAS Services for investment purposes at the purchase price of S$48.4 million,
financed by internal resources and bank loans;

71

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL


CONDITION AND RESULTS OF OPERATIONS
(iii) cash payment of S$6.0 million for the acquisition of Solid Capital; and
(iv) proceeds of S$7.4 million from PARF and COE rebates from vehicles scrapped in FY2012.
Cash flows used in financing activities
In FY2012, our net cash flows used in financing activities amounted to S$19.8 million. This was
mainly due to:
(i)

repayment of finance leases of S$40.8 million for the purchase of new taxis;

(ii)

dividends paid to shareholders of S$10.4 million;

(iii) finance lease interest payments of S$3.4 million;


(iv) repayment of bank loans of S$2.8 million; and
(v)

increase in new borrowings of S$37.6 million obtained by TAS Services for its acquisition of
the Tannery Road Property.

FY2013
Cash flows from operating activities
In FY2013, net operating cash flows before working capital changes increased from S$76.1 million
to S$81.6 million due mainly to higher operating profits and depreciation incurred. This was partly
offset by a net working capital change of S$3.6 million which was mainly attributable to:
(i)

an increase in inventories of S$1.1 million primarily due to the bulk purchase of spare parts,
as well as an increase in cost of spare parts;

(ii)

an increase in other assets of S$1.0 million mainly due to an increase in deposits for new taxi
licences of S$2.0 million offset by decrease in road taxes of S$1.0 million paid for our taxi
fleet following the one-off 30% road tax rebate for goods vehicles, buses and taxis granted
by the government to relieve business costs. The one-year rebate was with effect from 1 July
2013;

(iii) a decrease in trade and other payables of S$2.0 million due to a decrease in insurance
premium and amount payable for the purchase of taxis;
(iv) an increase in other liabilities of S$1.2 million due mainly from deposits received and
advance rental from taxi drivers; and
(v)

an increase in trade and other receivables of S$0.7 million due to an increase in insurance
claims income.

After taking into account the changes in working capital of S$3.6 million and income taxes paid of
S$4.2 million in FY2013, our net cash flows from operating activities was approximately S$73.8
million.

72

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL


CONDITION AND RESULTS OF OPERATIONS
Cash flows used in investing activities
In FY2013, our net cash flow from investing activities was S$10.9 million. This was mainly due to:
(i)

purchase of plant and equipment of S$1.5 million;

(ii)

purchase of freehold properties located at 182, 182A and 182B Geylang Road, Singapore
389252, and 184, 184A and 184B Geylang Road, Singapore 389253 (the Geylang
Properties), for investment purposes at an aggregate purchase price of S$16.0 million,
financed by internal resources and bank loans;

(iii) proceeds of S$13.9 million from PARF and COE rebates of 1,013 vehicles scrapped during
the year; and
(iv) net cash outflow of S$7.3 million resulting from the sale of subsidiaries.
Cash flows used in financing activities
In FY2013, our net cash flows used in financing activities amounted to S$58.1 million. This was
mainly due to:
(i)

repayment of finance leases of S$51.3 million for the purchase of new taxis;

(ii)

increase from new borrowings of S$12.0 million obtained by TCSP Investments for its
purchase of the Geylang Properties;

(iii) dividends paid to shareholders of S$46.0 million;


(iv) finance lease interest paid during the year of S$3.4 million;
(v)

repayment of bank loans of S$3.9 million; and

(vi) increase in advances from Mr. Teo Kiang Ang and Mdm. Tan Lee Tiang of S$34.5 million to
TCSP, TCSP Investments and TAS Services to repay outstanding amounts owed to
Trans-cab Services, prior to the sale of TCSP, TCSP Investments and TAS Services by
Trans-cab Services to Mr. Teo Kiang Ang and Mdm. Tan Lee Tiang as part of the
Restructuring Exercise.
HY2014
Cash flows from operating activities
In HY2014, we generated net operating cash flows of S$45.1 million from operating activities
before changes in working capital.
Our net working capital outflow amounted to S$8.9 million, mainly due to:
(i)

an increase in inventories of S$1.7 million primarily due to the bulk purchase of spare parts,
as well as an increase in cost of spare parts purchased;

(ii)

an increase in trade and other receivables of S$2.0 million primarily due to an increase in
insurance claims receivables;

73

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL


CONDITION AND RESULTS OF OPERATIONS
(iii) an increase in other assets of S$4.8 million mainly due to deposits paid and expenses
incurred for the purchase of leasehold property at 2 Ang Mo Kio Street 63 of S$8.3 million,
an increase in deposits paid to suppliers of S$0.2 million and an increase in road tax
prepayment of S$1.3 million as a result of a larger taxi fleet. These were partially offset by
the capitalisation of deposits paid for the purchase of 432 taxis licences from SMART
Automobile Pte Ltd of S$1.7 million, as well as the decrease in insurance prepayment of
S$3.3 million;
(iv) a decrease in trade and other payables of S$1.0 million, mainly due to payment of insurance
premiums and for the purchase of taxis; and
(v)

an increase in other liabilities of S$0.6 million due mainly from deposits received and
advance rental from taxi drivers.

After taking into account the changes in working capital of S$8.9 million and income taxes paid of
S$2.3 million in HY2014, our net cash flows from operating activities was approximately S$33.9
million.
Cash flows used in investing activities
In HY2014, our net cash outflow from investing activities was S$2.7 million. This was mainly due
to:
(i)

purchase of taxis of S$7.6 million; and

(ii)

proceeds of S$4.9 million from PARF and COE rebates of 346 vehicles scrapped in HY2014.

Cash flows used in financing activities


In HY2014, our net cash flows used in financing activities amounted to S$49.5 million. This was
mainly due to:
(i)

repayment of finance leases of S$30.6 million which includes repayments for 629 taxis rolled
out in HY2014;

(ii)

interim dividends paid to shareholders of S$17.6 million; and

(iii) finance lease interest paid of S$1.3 million.


Working capital
We recorded negative working capital of S$22.2 million, S$35.1 million, S$37.5 million and S$56.4
million as at 31 December 2011, 31 December 2012, 31 December 2013 and 30 June 2014
respectively. This was primarily due to the use of hire purchases to fund our Groups acquisition
of taxis. For the Period Under Review, most of our borrowings were hire purchases.
Since 2004, we have embarked on a programme of rapid expansion through the acquisition of
taxis and have grown our fleet size from 50 taxis as at January 2004 to 4,686 taxis as at 30 June
2014. Our hire purchases are repaid over a period of five (5) years via monthly instalments. The
current portion (due within one (1) year) of hire purchases is classified under current liabilities,

74

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL


CONDITION AND RESULTS OF OPERATIONS
whereas the entire book value of taxis is classified as motor vehicles under non-current assets.
Such accounting treatment has caused a mismatch in the current liabilities and current assets of
our Group, and the acquisition of new taxis has resulted in the gap between our Groups current
assets and current liabilities for the Period Under Review.
As at 31 December 2011, 2012 and 2013 and 30 June 2014, our cash and cash equivalents
balance were S$18.2 million, S$22.1 million, S$26.9 million and S$8.6 million respectively. In
HY2014, we paid S$8.3 million as deposits and for expenses incurred for the purchase of
leasehold property at 2 Ang Mo Kio Street 63, S$17.6 million as interim dividends and S$7.6
million cash for the purchase of 629 taxis which also led to higher repayment of finance leases in
HY2014.
Notwithstanding the negative working capital, we recorded net cash from operating activities of
S$63.8 million, S$73.4 million, S$73.8 million and S$33.9 million for FY2011, FY2012, FY2013
and HY2014 respectively.
Despite the net current liabilities position for the Period Under Review, we have not encountered
any liquidity issues that resulted in the disruption of our operations. We have not defaulted on any
of our hire purchase repayment obligations.
Our Directors are of the view that our Group has sufficient working capital for our present
requirements and for at least 12 months after the Listing Date, after taking into account the past
track record of our cash management practice, our unutilised credit facilities, cash and cash
equivalents, anticipated cash flows from operations and the expected net proceeds from the
Offering and the issuance of the Cornerstone Shares.
CAPITAL EXPENDITURE, DIVESTMENTS AND COMMITMENTS
Capital expenditure and divestment
Our capital expenditure for the Relevant Period was mainly related to the acquisition of (i) taxis
as part of our fleet expansion and replacement plans, (ii) in-vehicle MDTs for our taxis, (iii)
machinery and equipment for our workshops, (iv) investment properties by TAS Services, TCSP
and TCSP Investments (all of which were subsequently divested from our Group as part of the
Restructuring Exercise); and (v) the leasehold property at 2 Ang Mo Kio Street 63 for our new
corporate headquarters. Our capital expenditures and divestments for the Relevant Period are as
follows:

Capital Expenditures

FY2011
S$000

FY2012
S$000

FY2013
S$000

From
1 January 2014
to the Latest
Practicable Date
S$000

Motor Vehicles

36,107

75,269

79,880

86,941

Property, Plant and


Equipment

53,319

565

135

62,908

89,426

75,834

80,015

149,849

75

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL


CONDITION AND RESULTS OF OPERATIONS
The expenditures on motor vehicles relate to the new taxis acquired by our Group during the
Relevant Period. Our Group acquired 425 taxis in FY2011, 842 taxis in FY2012, 778 taxis in
FY2013 and 849 taxis during the period from 1 January 2014 to the Latest Practicable Date.
The above capital expenditures were largely financed by bank borrowings and internally
generated funds. In particular, for the acquisition of new taxis, our Group financed 90% of the
purchase price by hire purchases, with the remaining 10% financed by internally generated funds.

Divestments
Motor Vehicles
Property, Plant and
Equipment

FY2011
S$000

FY2012
S$000

FY2013
S$000

From
1 January 2014
to the Latest
Practicable Date
S$000

199

1,682

429

626

(210)

25

200

1,682

219

651

The values in respect of the property, plant and equipment includes the NTA value of TAS Services
and the net tangible liability value of each of TCSP and TCSP Investments, all of which were
divested from our Group as part of the Restructuring Exercise. For more information, please refer
to the section titled Restructuring Exercise Sale of TCSP Pte. Ltd., TCSP Investments Pte. Ltd.
and TAS Services Pte. Ltd. by Trans-cab Services Pte. Ltd. in this Prospectus.
The values in respect of the motor vehicles relate to the net book value of taxis scrapped during
the Relevant Period. These taxis were scrapped at the end of their operating lifespan of
approximately eight (8) years. Our Group scrapped 10 taxis in FY2011, 515 taxis in FY2012, 1,013
taxis in FY2013 and 567 taxis during the period from 1 January 2014 to the Latest Practicable
Date.
Capital commitments
Our capital commitments as at the Latest Practicable Date were as follows:
Latest
Practicable Date
S$000
Commitment to purchase taxis

53,476

Commitment to professional mechanical and electrical engineering


consultancy services

195

We have committed to the engagement of professional mechanical and electrical consultancy


services for additions and alterations work at our new corporate headquarters at 2 Ang Mo Kio
Street 63 and the purchase of 1,156 Renault Latitude taxis which we expect to take delivery by
2016. Such purchase will be funded by external borrowings, internal cash flows and/or the net
proceeds from the Offering and the issuance of the Cornerstone Shares.

76

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL


CONDITION AND RESULTS OF OPERATIONS
Operating lease payment commitments
As at the Latest Practicable Date, our lease payments committed under non-cancellable operating
leases were as follows:
Latest
Practicable Date
S$000
Within one (1) year

1,868

One (1) year to five (5) years

2,587

After five (5) years

313
4,768

Our operating lease commitments represent rent payable by our Group for the lease of our
premises at 58 and 60 Defu Lane 1, Defu Industrial Estate, 42 Sungei Kadut Street 1, 2 Ang Mo
Kio Street 63 and Block 2037 Bukit Batok Street 23 #01-316.
INFLATION
For the Period Under Review, the performance of our Group has not been materially affected by
inflation.
SEASONALITY
We generally do not experience any significant seasonality patterns in our business.
FOREIGN EXCHANGE MANAGEMENT
Our reporting currency and revenue is in Singapore dollars. Save for some purchases of spare
parts and equipment in foreign currencies, all our purchases and operating costs are denominated
in Singapore dollars.
At present, we do not have any hedging policy as we do not have significant foreign exchange
exposure.
CHANGES IN ACCOUNTING POLICIES
There has been no change in our accounting policies during the Period Under Review.

77

CAPITALISATION AND INDEBTEDNESS


You should read this in conjunction with the section titled Managements Discussion and Analysis
of Financial Condition and Results of Operations, the Independent Auditors Report and the
Audited Combined Financial Statements for the Reporting Years ended 31 December 2011, 2012
and 2013 as set out in Appendix F of this Prospectus and the Independent Auditors Report and
the Unaudited Combined Financial Information for the Reporting Period ended 30 June 2014 as
set out in Appendix G of this Prospectus.
The following table shows our cash and cash equivalents, capitalisation and indebtedness of our
Group (1) as at 30 September 2014:
(i)

on an actual basis; and

(ii)

adjusted to give effect to the issuance of 153,000,000 New Shares pursuant to the Offering
and the issuance of the Cornerstone Shares and the application of net proceeds thereof.
As at
30 September 2014 (1)
Unaudited
Actual
As adjusted
(S$000)
(S$000)

Cash and cash equivalents

6,851

104,691

70,446

70,446

170,130

170,130

240,576

240,576

Share capital

51,776

151,203

Retained earnings

29,070

27,483

Total shareholders equity

80,846

178,686

321,422

419,262

Indebtedness
Current loan and borrowings

Secured and guaranteed

Non-current loans and borrowings

Secured and guaranteed

Total indebtedness
Shareholders equity:

Total capitalisation and indebtedness


Note:
(1)

Prepared on the basis that the Restructuring Exercise has been completed.

78

CAPITALISATION AND INDEBTEDNESS


As at the Latest Practicable Date, our banking facilities were as follows:
Type of
Borrowing

Amount
Owing (1)
(S$000)

Total Unutilised
(S$000)

Hire purchase

188,309

86,120

11,999

Letters of
guarantee
Overdraft

Revolving credit
facility

Term loan

Maturity Profile

Interest Rate

One (1) to five


(5) years

0.625% to 2.1%
per annum

2,001

Up to one
(1) year

0.75% per
annum

2,000

Repayable on
demand

0.75% per
annum above
prevailing prime
rate

5,000

Repayable at the
end of the term
of six (6) months
or 12 months
(or such other
period agreed
with the bank)
from the date of
drawdown

Prevailing
6-month or 12month SIBOR +
0.75% per
annum

48,438

Tenor of 20
years.
Repayable via
monthly
instalments

Prevailing
3-month SIBOR
+ 0.75% per
annum

Note:
(1)

As at 30 June 2014, the total amount owing was S$183.1 million.

Our banking facilities are secured by one or several of (i) a legal mortgage over our Groups
leasehold property at 2 Ang Mo Kio Street 63, and (ii) joint and several personal guarantees by
our Chairman and CEO, Mr. Teo Kiang Ang, and our Executive Director and Deputy CEO, Mdm.
Tan Lee Tiang. We intend, subject to the approval of the banks granting the above facilities to our
Group, to procure the discharge of such personal guarantees and replace the same with corporate
guarantees by our Company following the listing of our Company on the Official List of SGX-ST.
All our banking facilities, other than the hire purchase facilities granted by DBS Bank, contain
provisions which place restrictions on change in shareholders of Trans-cab Services. As at the
Latest Practicable Date, Trans-cab Services has, in anticipation of the Offering, obtained approval
in relation to such provisions from the financial institutions which have provided such facilities.
As at the Latest Practicable Date, to the best of our Directors knowledge, we are not in breach
of any of the terms and conditions or covenants associated with any credit arrangement or bank
loans which could materially affect our financial position and results or business operations.
As at the Latest Practicable Date, we have S$70.4 million of outstanding borrowings which are
due for repayment within the next 12 months and our material unused sources of liquidity include
our cash and cash equivalents amounting to S$10.0 million. Our Directors are of the reasonable
79

CAPITALISATION AND INDEBTEDNESS


opinion that we would be able to meet our loan obligations in the next 12 months after taking into
account our unutilised credit facilities, cash and cash equivalents and the cash flows generated
from our operations.
From 30 September 2014 to the Latest Practicable Date, there has been no material change to our
Groups capitalisation or indebtedness, save for drawdowns and scheduled repayments of our
borrowings.
Contingent Liabilities
As at the Latest Practicable Date, our Group has outstanding bank guarantees of S$12.0 million
issued for the purchase of vehicles.
In FY2010, there was a claim made against our Subsidiary, Trans-cab Services, by MovingU Pte.
Ltd., for loss and damages in respect of alleged wrongful termination of rental agreement for the
rental of 2,500 mobile credit terminals and related accessories. The negotiations for settlement of
the claim are on-going. Our management is of the opinion that no provision is deemed necessary
for FY2013, as the amount involved, being S$80,000, is not significant. The related legal cost is
expected to be approximately S$18,000 should there be no further court action taken by the
supplier. For more information on the claim, please refer to note 32 of the Independent Auditors
Report and the Audited Combined Financial Statements for the Reporting Years ended 31
December 2011, 2012 and 2013 as set out in Appendix F of this Prospectus.
As at the Latest Practicable Date, save as disclosed above, our Group does not have any
contingent liabilities.

80

DILUTION
Dilution is the amount by which the Offering Price paid by new investors for the Offering Shares
in this Offering exceeds our NAV per Share after adjusting for net proceeds from the Offering and
the issuance of the Cornerstone Shares.
Our NAV (which is the amount of our total assets minus the amount of our total liabilities) as at
30 June 2014 was S$73.4 million, or 14.2 cents per Share (based on the pre-Offering share capital
of 517,760,000 Shares).
Our NAV, as adjusted for the effects of the Offering and the issuance of the Cornerstone Shares
will be S$171.2 million or 25.5 cents per Share (based on the post-Offering share capital of
670,760,000 Shares).
This represents an immediate increase in NAV per Share of 11.3 cents to our existing
Shareholders and an immediate dilution in NAV per Share of 42.5 cents (or 62.5%) to new
investors subscribing for Offering Shares in the Offering. The following table illustrates the dilution
per Share:
Offering Price per Share

68.0 cents

NAV per Share as at 30 June 2014 based on the pre-Offering share


capital of 517,760,000 Shares

14.2 cents

Increase in NAV per Share attributable to existing Shareholders

11.3 cents

Adjusted NAV per Share after the Offering and the issuance of the
Cornerstone Shares

25.5 cents

Dilution in NAV per Share to new investors

42.5 cents

Dilution in NAV per Share to new investors as a percentage of the


Offering Price

62.5%

The following table summarises the total number of Shares (as adjusted for the Sub-division)
acquired by our existing Shareholders, the total consideration and the effective cash per Share
paid by them at any time during the three (3) years before the date of lodgement of this
Prospectus, and the Offering Price per Share to be paid by our Cornerstone Investors and other
new investors in this Offering:
Number of Shares
acquired (as adjusted
for the Sub-division)

Consideration
(S$)

Effective cash
cost per Share
(S$)

Existing Shareholders
Teo Kiang Ang

407,204,000

41,441,251

0.10

Tan Lee Tiang

106,380,000

9,916,876

0.09

3,000,000

300,000

0.10

Tan Siew Kim

840,000

84,000

0.10

Lim Jin Hong

336,000

33,600

0.10

65,000,000

44,200,000

0.68

103,000,000

70,040,000

0.68

Goh Seow Chai

Cornerstone Investors
Other new investors

81

RESTRUCTURING EXERCISE
Prior to the Offering, the Restructuring Exercise was undertaken to rationalise and streamline our
corporate structure, resulting in our Company becoming the holding company of our Group. The
following steps were taken in the Restructuring Exercise:
(a)

Acquisition of Solid Capital by Trans-cab Services


Trans-cab Services and TCSP entered into a sale and purchase agreement dated
24 December 2013, pursuant to which Trans-cab Services acquired 600,000 ordinary shares
of Solid Capital, representing its entire issued and paid-up share capital, from TCSP for a
cash consideration of S$6.0 million. Solid Capital is an investment holding company which
previously owned the leasehold interest of the property at 42 Sungei Kadut Street 1.
Trans-cab Auto Services operates the vehicle repair workshop located at 42 Sungei Kadut
Street 1 for repairs arising from accidents. TCSP had previously acquired the shares of Solid
Capital from Galaxy Builders Pte Ltd, Oxley Construction Pte Ltd, Solid Engineering Pte.
Ltd., Jesper Lim Chin Yiong and Ching Chiat Kwong, all of whom are not related to our
Controlling Shareholders, namely Mr. Teo Kiang Ang and Mdm. Tan Lee Tiang.
The transaction was conducted on a willing-buyer willing-seller basis and at arms length as
the purchase consideration was determined based on the cost of investment to TCSP when
it acquired Solid Capital on 14 March 2012 for a consideration of S$6.2 million. The
acquisition of Solid Capital by Trans-cab Services was completed on 24 December 2013.

(b)

Sale of TCSP, TCSP Investments and TAS Services by Trans-cab Services


TCSP, TCSP Investments and TAS Services were wholly-owned subsidiaries of Trans-cab
Services, and each of them owns investment properties that are not part of the taxi services
business of our Group. As such, it was decided that the shares of TCSP, TCSP Investments
and TAS Services would be divested prior to the Offering.
Trans-cab Services and our Controlling Shareholders, namely Mr. Teo Kiang Ang and Mdm.
Tan Lee Tiang, entered into a sale and purchase agreement dated 30 December 2013,
pursuant to which Trans-cab Services sold two (2) ordinary shares of each of TCSP, TCSP
Investments and TAS Services, representing their entire issued and paid-up share capital, to
Mr. Teo Kiang Ang and Mdm. Tan Lee Tiang for an aggregate cash consideration of
S$48,215.
The number of shares of TCSP, TCSP Investments and TAS Services sold to Mr. Teo Kiang
Ang and Mdm. Tan Lee Tiang, and the cash consideration paid by each of them were as
follows:

Name of entity

No. of shares

Cash
consideration

TCSP

S$1.00

TCSP Investments

S$1.00

TAS Services

S$24,105.50

The transaction was conducted on a willing-buyer willing-seller basis and at arms length as
the sale consideration was determined based on the NTA values of TCSP, TCSP Investments
and TAS Services as set out in their management accounts as at 30 November 2013. The
consideration paid for the shares of TCSP and TCSP Investments was nominal as their NTA
82

RESTRUCTURING EXERCISE
values were negative. The net tangible liability values of each of TCSP and TCSP
Investments as at 30 November 2013 were approximately S$37,000 and S$228,000
respectively. The sale of TCSP, TCSP Investments and TAS Services by Trans-cab Services
was completed on 30 December 2013.
(c)

Assignment of sale and purchase agreement for the acquisition of Leong Yew Timber
Co (Pte) Ltd
Trans-cab Services had previously entered into a sale and purchase agreement dated
15 January 2014 with Lee Yang Lie, Lee Choon Hui and Ang Lay Suan, pursuant to which
Trans-cab Services had agreed to acquire the entire issued and paid-up share capital of
Leong Yew Timber Co (Pte) Ltd from Lee Yang Lie, Lee Choon Hui and Ang Lay Suan for a
consideration of S$5.8 million (the Leong Yew Agreement).
Leong Yew Timber Co (Pte) Ltd owns the property at 62 Sungei Kadut Street 1. We had
initially intended to use that property for our proposed new corporate headquarters.
However, we did not proceed with the acquisition as it was eventually decided that we will
require a larger site for our proposed new corporate headquarters. Accordingly, Trans-cab
Services entered into an agreement dated 20 March 2014 with TCSP, a company
wholly-owned by our Controlling Shareholders, Mr. Teo Kiang Ang and Mdm. Tan Lee Tiang,
pursuant to which the Leong Yew Agreement was assigned by Trans-cab Services to TCSP
for a consideration of S$1.00. The transaction was conducted on a willing-buyer willing-seller
basis and at arms length as the nominal consideration was determined based on the
arrangement that Mr. Teo will reimburse Trans-cab Services for the deposit that it paid after
entering into the Leong Yew Agreement. As at the Latest Practicable Date, Mr. Teo has
reimbursed Trans-cab Services for the deposit.
In connection with the assignment, we declared and paid interim dividends to our existing
Shareholders (including Mr. Teo Kiang Ang and Mdm. Tan Lee Tiang) in FY2014, and part of
such dividends were used by them to pay for the consideration for the shares of Leong Yew
Timber Co (Pte) Ltd.

(d)

Acquisition of the property at 42 Sungei Kadut Street 1 from Solid Capital


Trans-cab Services and Solid Capital entered into a sale and purchase agreement dated
21 August 2014, pursuant to which Trans-cab Services acquired the leasehold interest of the
property at 42 Sungei Kadut Street 1 from Solid Capital for a cash consideration of S$4.6
million. The acquisition was undertaken such that all the properties of our Group are
consolidated and held by Trans-cab Services.
The transaction was conducted on a willing-buyer willing-seller basis and at arms length as
the purchase consideration was determined based on the net book value of the property of
S$5.2 million as at 31 July 2014. The acquisition was completed on 28 October 2014.

(e)

Sale of Solid Capital by Trans-cab Services


Following the acquisition of the leasehold interest of the property at 42 Sungei Kadut Street
1 from Solid Capital, Solid Capital is no longer involved in the taxi services business of our
Group. As such, Trans-cab Services and our Controlling Shareholders, namely Mr. Teo Kiang
Ang and Mdm. Tan Lee Tiang, entered into a sale and purchase agreement dated 31 October

83

RESTRUCTURING EXERCISE
2014, pursuant to which Trans-cab Services sold 600,000 ordinary shares of Solid Capital,
representing its entire issued and paid-up share capital, to Mr. Teo Kiang Ang and Mdm. Tan
Lee Tiang for a cash consideration of approximately S$631,894.
The transaction was conducted on a willing-buyer willing-seller basis and at arms length as
the sale consideration was determined based on the NTA value of Solid Capital of S$5.3
million as set out in its management accounts as at 31 July 2014, and after adjustment to
take into account the sale of the property at 42 Sungei Kadut Street 1 and the payment of a
dividend of S$4.02 million by Solid Capital to Trans-cab Services. The sale of Solid Capital
by Trans-cab Services was completed on 31 October 2014.
(f)

Acquisition of Trans-cab Services by our Company


Our Company was incorporated in Singapore on 25 September 2009 with an issued and
paid-up share capital of S$2.00 comprising two (2) shares, each owned by Mr. Teo Kiang Ang
and Mdm. Tan Lee Tiang.
Immediately prior to the Share Swap (as defined below), the issued and paid-up share capital
of Trans-cab Services was S$51,775,725 comprising 51,775,725 shares which were owned
by Mr. Teo Kiang Ang, Mdm. Tan Lee Tiang, Mr. Goh Seow Chai, Mdm. Tan Siew Kim and Mr.
Lim Jin Hong as follows:
Name of shareholder

No. of shares

Mr. Teo Kiang Ang

41,441,250

Mdm. Tan Lee Tiang

9,916,875

Mr. Goh Seow Chai

300,000

Mdm. Tan Siew Kim

84,000

Mr. Lim Jin Hong

33,600

Pursuant to a share swap agreement dated 10 November 2014 and entered into between our
Company, Trans-cab Services, Mr. Teo Kiang Ang, Mdm. Tan Lee Tiang, Mr. Goh Seow Chai,
Mdm. Tan Siew Kim and Mr. Lim Jin Hong:
(i)

our Company acquired 51,775,725 ordinary shares of Trans-cab Services, representing


its entire issued and paid-up share capital, from Mr. Teo Kiang Ang, Mdm. Tan Lee
Tiang, Mr. Goh Seow Chai, Mdm. Tan Siew Kim and Mr. Lim Jin Hong;

(ii)

in consideration thereof, our Company allotted and issued a total of 51,775,998 Shares
to Mr. Teo Kiang Ang, Mdm. Tan Lee Tiang, Mr. Goh Seow Chai, Mdm. Tan Siew Kim and
Mr. Lim Jin Hong;

(iii) Mr. Teo Kiang Ang renounced the allotment of 721,124 Shares in favour of Mdm. Tan
Lee Tiang, and directed our Company to issue such number of Shares to Mdm. Tan Lee
Tiang; and

84

RESTRUCTURING EXERCISE
(iv) the number of Shares issued by our Company to each of Mr. Teo Kiang Ang, Mdm. Tan
Lee Tiang, Mr. Goh Seow Chai, Mdm. Tan Siew Kim and Mr. Lim Jin Hong in
consideration of the acquisition of Trans-cab Services by the Company is as follows:
Name of shareholder

No. of Shares

Mr. Teo Kiang Ang

40,720,399

Mdm. Tan Lee Tiang

10,637,999

Mr. Goh Seow Chai

300,000

Mdm. Tan Siew Kim

84,000

Mr. Lim Jin Hong

33,600

(collectively, the Share Swap).


The acquisition of Trans-cab Services and the allotment and issuance of Shares by our
Company pursuant to the Share Swap was completed on 10 November 2014.
(g)

Sub-division of Shares
On 10 November 2014, our Company undertook and completed the sub-division of every one
Share to 10 Shares. Accordingly, 51,776,000 Shares in our issued and paid-up share capital
were sub-divided into 517,760,000 Shares.

85

GROUP STRUCTURE
Our Group structure as at the date of this Prospectus is as follows:

Trans-cab
100%
Trans-cab Services

100%

100%

Trans-cab Auto
Services

Trans-cab
Logistics

The details of our Subsidiaries as at the date of this Prospectus are as follows:
Effective
equity
interest held
by our
Company

Name of
Company

Date and
Country of
Incorporation

Principal
Business
Activities

Principal Place
of Business

Trans-cab
Services

28 April 2003,
Singapore

Taxi operators;
repair and
maintenance of
motor vehicles

58 Defu Lane 1,
S$51,775,725
Defu Industrial
Estate,
Singapore 539498

100%

Trans-cab Auto
Services

15 September
2010,
Singapore

Processing
accident claims
and operation of
vehicle repair
workshop

42 Sungei
Kadut Street 1,
Singapore 729346

S$2.00

100%

Trans-cab
Logistics

6 June 2007,
Singapore

Logistics and
sale of diesel

58 Defu Lane 1,
Defu Industrial
Estate,
Singapore 539498

S$2.00

100%

Paid Up
Capital

None of our subsidiaries is listed on any stock exchange. We do not have any associated
companies.
Our Company does not have any subsidiary based in jurisdictions outside Singapore.

86

SHARE CAPITAL
Our Company was incorporated in Singapore on 25 September 2009 under the Companies Act as
a limited exempt private company. On 11 November 2014, our Company changed its name to
Trans-cab Holdings Ltd. in connection with our conversion to a public company limited by
shares. As at the date of incorporation, the issued and paid-up share capital of our Company was
S$2.00 comprising two (2) fully paid-up ordinary shares.
Pursuant to written resolutions passed by our Shareholders on 29 October 2014, our
Shareholders approved the following:
(a)

the conversion of our Company into a public company limited by shares and the
consequential change of name to Trans-cab Holdings Ltd.;

(b)

the adoption of our new Articles of Association;

(c)

the sub-division of every one (1) Share into 10 Shares;

(d)

the issuance of New Shares and the Additional Shares pursuant to the Global Offering;

(e)

the authorisation of our Directors to allot and issue Shares and/or convertible securities
(where the maximum number of Shares to be issued upon conversion can be determined at
the time of issuance of such convertible securities) from time to time (whether by way of
rights, bonus or otherwise) and upon such terms and conditions and for such purposes and
to such persons as our Directors may in their absolute discretion deem fit, provided that the
aggregate number of Shares and/or convertible securities which may be issued pursuant to
such authority shall not exceed 50% of the issued shares of our Company, of which the
aggregate number of Shares and/or convertible securities which may be issued other than on
a pro-rata basis to the existing Shareholders of our Company shall not exceed 20% of the
issued shares of our Company (the percentage of issued shares being based on the
post-Offering issued shares of our Company after adjusting for new Shares arising from the
conversion or exercise of any convertible securities or employee share options on issue at
the time such authority is given and any subsequent consolidation or sub-division of shares)
and, unless revoked or varied by our Company in a general meeting, such authority shall
continue in force until the conclusion of the next annual general meeting of our Company or
on the date by which the next annual general meeting is required by law to be held,
whichever is earlier; and

(f)

the adoption of the Trans-cab PSP, the rules of which are set out in Appendix C of this
Prospectus and that our Directors be authorised to allot and issue Award Shares upon the
vesting of share awards granted under the Trans-cab PSP.

As at the Latest Practicable Date, the issued and paid-up share capital of our Company is S$2.00
divided into two (2) Shares. As at the date of this Prospectus, the issued and paid-up share capital
of our Company is S$51,775,727 divided into 517,760,000 Shares. Upon the allotment and
issuance of the New Shares which are the subject of the Offering and the Cornerstone
Subscription Agreements, the resultant issued share capital of our Company will be increased to
S$151,202,543 comprising 670,760,000 Shares.
As at the Latest Practicable Date, we have only one (1) class of shares in the capital of our
Company. The rights and privileges of our Shares are stated in our Articles of Association. There
are no founder, management or deferred shares reserved for issuance for any purpose.

87

SHARE CAPITAL
The New Shares issued pursuant to the Global Offering shall have the same interest and voting
rights as our existing Shares that were issued prior to the Global Offering and there are no
restrictions on the free transferability of our Shares. As at the Latest Practicable Date, save for the
Over-allotment Option, to the best of the knowledge of our Directors, no person has been, or is
entitled to be, given an option to subscribe for or purchase any securities of our Company or our
Subsidiaries.
Details of the changes in our issued share capital since our incorporation and the resultant issued
share capital immediately after the Offering and the issuance of the Cornerstone Shares are as
follows:

Number of new
Shares issued
Issued and paid-up share capital as at
25 September 2009, being the date of
incorporation
New Shares issued pursuant to the
Restructuring Exercise
Sub-division of every one (1) Share
into 10 Shares
Pre-Offering share capital
New Shares to be issued pursuant to
the Global Offering
Post-Offering share capital

Resultant issued and


paid-up share capital
Number of
Shares
Value
(S$000)

(1)

51,775,998

51,776,000

51,776

465,984,000

517,760,000
517,760,000

51,776
51,776

153,000,000

670,760,000
670,760,000

151,203 (2)
151,203 (2)

Notes:
(1)

Our resultant issued and paid-up share capital upon first allotment was S$2.00.

(2)

Less certain estimated expenses incurred by our Company in connection with the Offering and the issuance of the
Cornerstone Shares.

The shareholders equity of our Group (i) as at incorporation; (ii) after adjustments to reflect the
Restructuring Exercise; and (iii) immediately after the Offering and the issuance of the
Cornerstone Shares, are set out below:

(S$000)
Shareholders equity
Issued and paid-up share
capital
Retained earnings
Total shareholders equity

As at incorporation

As at 30 September 2014
As adjusted
As adjusted for the
for the
Offering and the
Restructuring
issuance of the
Exercise
Cornerstone Shares

(1)

51,776
29,070

151,203
27,483

(1)

80,846

178,686

Note:
(1)

The issued and paid-up share capital and total shareholders equity of our Company as at incorporation was S$2.00.

88

SHARE CAPITAL
CHANGES IN ISSUED AND PAID-UP SHARE CAPITAL OF OUR COMPANY AND OUR
SUBSIDIARIES
Save as disclosed below, there were no changes in the issued and paid-up share capital of our
Company and our Subsidiaries within the three (3) years preceding the Latest Practicable Date
and the date of this Prospectus:
Our Company
Number of
shares
issued

Issue price
per Share

Resultant
number of
Shares

Resultant
issued
share capital

Date

Event

10
November
2014

Allotment and
issuance of new
Shares to Mr.
Teo Kiang Ang
pursuant to the
Share Swap

40,720,399

S$1.00

40,720,401

S$40,720,128

10
November
2014

Allotment and
issuance of new
Shares to Mdm.
Tan Lee Tiang
pursuant to the
Share Swap

10,637,999

S$1.00

51,358,400

S$51,358,127

10
November
2014

Allotment and
issuance of new
Shares to Mr.
Goh Seow Chai
pursuant to the
Share Swap

300,000

S$1.00

51,658,400

S$51,658,127

10
November
2014

Allotment and
issuance of new
Shares to Mdm.
Tan Siew Kim
pursuant to the
Share Swap

84,000

S$1.00

51,742,400

S$51,742,127

10
November
2014

Allotment and
issuance of new
Shares to Mr.
Lim Jin Hong
pursuant to the
Share Swap

33,600

S$1.00

51,776,000

S$51,775,727

10
November
2014

Sub-division of
every one (1)
Share into 10
Shares

465,984,000

517,760,000

S$51,775,727

89

SHARE CAPITAL
Trans-cab Services
Number of
shares
issued

Issue price
per share

Resultant
number of
shares

Resultant
issued
share capital

2,891,250

S$1.00

51,036,250

S$51,036,250

Date

Event

30 December
2011

Allotment and
issuance of
shares to Mr. Teo
Kiang Ang

30 December
2011

Allotment and
issuance of
shares to Mdm.
Tan Lee Tiang

691,875

S$1.00

51,728,125

S$51,728,125

9 January
2014

Allotment and
issuance of
shares to Mdm.
Tan Siew Kim

34,000

S$1.00

51,762,125

S$51,762,125

9 January
2014

Allotment and
issuance of
shares to Mr. Lim
Jin Hong

13,600

S$1.00

51,775,725

S$51,775,725

Save for the Restructuring Exercise carried out by our Group, there has not been any situation
where more than 10% of our Companys capital had been paid for with assets other than in cash
within the period of three (3) years preceding the date of lodgement of this Prospectus. For more
details of the Restructuring Exercise, please refer to the section titled Restructuring Exercise of
this Prospectus.

90

91

(2)

100.0

15.3

690,760,000

123,000,000

65,000,000

336,000

840,000

1,500,000

106,380,000

393,704,000

100.0

17.8

9.4

0.1

0.1

0.2

15.4

57.0

No. of
Shares

The 9.7% interest of the Cornerstone Investors in our Company after the Offering is derived solely from their commitments under the Cornerstone Subscription Agreements. None of
the Cornerstone Investors will be a Substantial Shareholder of our Company as a result of their subscription for the Cornerstone Shares.

670,760,000

103,000,000

9.7

0.1

0.1

0.2

15.9

58.7

No. of
Shares

(3)

65,000,000

336,000

840,000

1,500,000

106,380,000

393,704,000

Deemed Interest

Each Independent Director will be offered 100,000 Reserved Shares for subscription. In the event any of the said Independent Directors accept such Reserved Shares, they may hold,
dispose of or transfer all or part of their shareholdings in our Company after the admission of our Company to the Official List of the SGX-ST.

No. of
Shares

Direct Interest

(2)

100.0

Deemed Interest

After the Offering (assuming the


Over-allotment Option is fully exercised)

Mdm. Tan Lee Tiang is the mother of two (2) of Mr. Teo Kiang Angs children.

517,760,000

0.1

0.2

0.6

20.5

78.6

No. of
Shares

Direct Interest

After the Offering (assuming the


Over-allotment Option is not exercised)

(1)

Notes:

Total

Public (excluding Cornerstone


Investors)

336,000

Lim Jin Hong

Cornerstone Investors

840,000

(3)

3,000,000

Tan Siew Kim

Goh Seow Chai

Other Shareholders
(less than 5%)

Khoo Yee Hoe(2)

Tan Hup Foi @ Tan Hup Hoi

Lim Teck Chai, Danny

106,380,000

Tan Lee Tiang(1)

(2)

407,204,000

Teo Kiang Ang(1)

Directors

No. of
Shares

No. of
Shares
%

Deemed Interest

Direct Interest

Before the Offering

Our Directors and Substantial Shareholders as well as their respective shareholdings immediately before the Offering and immediately after the Offering
are set out below:

SHAREHOLDERS

SHAREHOLDERS
Vendors
Details of the existing Shareholders who will be selling their Shares during the Offering are set out
below:

Shares held before the


Offering

Vendor Shares offered


pursuant to the Offering

Shares held after the


Offering (assuming the
Over-allotment Option is not
exercised)

Vendor

Number of
Shares

% of
pre-Offering
share capital

Number of
Shares

% of
pre-Offering
share capital

Number of
Shares

% of
post-Offering
share capital

Teo Kiang Ang

407,204,000

78.6

13,500,000

2.6

393,704,000

58.7

3,000,000

0.6

1,500,000

0.3

1,500,000

0.2

Goh Seow Chai

Cornerstone Investors
Concurrent but separate from the Offering, each of the Cornerstone Investors has entered into a
Cornerstone Subscription Agreement with, amongst others, the Company to subscribe for an
aggregate of 65,000,000 New Shares at the Offering Price, conditional upon the Management and
Underwriting Agreement having been entered into, and not having been terminated pursuant to its
terms on or prior to the Settlement Date and the Offering Price not exceeding an agreed price.
Details of the Cornerstone Investors are as set out below:
Eastspring Investments (Singapore) Limited
Eastspring Investments (Singapore) Limited is a wholly-owned subsidiary of UK-based Prudential
plc. Eastspring Investments (Singapore) Limited serves as the hub of the regional asset
management business and manages a wide range of funds across various asset classes to
service both retail and institutional clients.
In Singapore, Eastspring Investments (Singapore) Limited is one of the largest fund management
companies with approximately S$86.33 billion in funds under management, of which
approximately S$61.72 billion are discretionary funds managed in Singapore (as at the end of
March 2014), and it offers a wide range of retail unit trusts to meet the diverse needs of its
investors in Singapore.
FIL Investment Management (Hong Kong) Limited
FIL Investment Management (Hong Kong) Limited, acting as professional fiduciary for certain
accounts, is incorporated in Hong Kong. Its principal business activity is asset management.
Havenport Asset Management Pte. Ltd.
Havenport Asset Management Pte. Ltd. is a company incorporated in Singapore and is
headquartered in Singapore. Havenport Asset Management Pte. Ltd. is an Asia Pacific equity
specialist and manages assets for sovereign wealth funds, corporate pension plans, endowment
schemes and retail unit trusts with clients spread across the globe and in the region.

92

SHAREHOLDERS
JF Asset Management Limited
JF Asset Management Limited is part of J.P. Morgan Asset Management. The Asia Pacific equity
investment arm of J.P. Morgan Asset Management the Pacific Regional Group has a network
of investment professionals based in the region and manages US$48 billion (as at 30 September
2014) for investors around the globe.
Lion Global Investors Limited
Lion Global Investors Limited, a member of the OCBC Group, is one of the largest asset managers
in Southeast Asia, with group assets under management of S$32.6 billion as at 30 September
2014. The firm has been managing Asian equities and fixed income strategies and funds to
institutional and retail investors since 1986. Lion Global Investors Limited is 70% owned by Great
Eastern Holdings Limited, a subsidiary of OCBC Bank and 30% owned by Orient Holdings Private
Limited, a wholly-owned subsidiary of OCBC Bank.
Maxi-Harvest Group Pte. Ltd.
Maxi-Harvest Group Pte. Ltd. is an investment holding company established in Singapore in
March 2012. It specialises in equities and fixed income investments in the South East Asia
markets. Maxi-Harvest Group Pte. Ltd. is wholly-owned by Mr. Lee Sai Sing, who has many years
of financial investment experience having worked in the fund management industry with major
financial institutions such as the Government of Singapore Investment Corporation Pte. Ltd. and
Maybank Kim Eng Securities Pte. Ltd..
To the best knowledge of our Directors, there is no known arrangement, the operation of which
may, at a subsequent date, result in a change of control of our Company.
Save as disclosed above in this section, our Company is not directly or indirectly owned or
controlled by any corporation, government or other natural or legal person, whether severally or
jointly.
Save as disclosed in the section titled Restructuring Exercise of this Prospectus, there has been
no change in the percentage of ownership of Shares held by our Directors and Controlling
Shareholders in the period since incorporation to the Latest Practicable Date.

93

OUR BUSINESS
HISTORY
In 2003, LTA liberalised the taxi services industry and introduced a new licensing framework for
taxi operator companies to allow greater competition within the taxi services industry and to
improve the quality of taxi services in Singapore.
Our co-founders, Mr. Teo Kiang Ang and Mdm. Tan Lee Tiang, saw the good opportunity and
growth potential in the public transportation sector and applied for a TOL from LTA. Mr. Teo is also
the founder and was the Managing Director of Union Energy, which is in the business of LPG
retailing. In establishing the taxi services business, he was able to capitalise on his expertise in
logistics management and wide business network acquired through his management of Union
Energy.
Trans-cab Services was established on 28 April 2003. On 1 August 2003, Trans-cab Services
obtained its TOL from LTA, and in January 2004, our Group commenced its operation with an initial
fleet size of 50 taxis. By January 2005, our Group had expanded its fleet size to 560 taxis. In 2007,
our Group acquired 100 Mercedes taxis with the aim of catering to the increasing demand for
premium taxi services by business executives. As at 30 June 2014, our Group had an extensive
fleet of 4,686 taxis, including 1,946 CNG-powered taxis, and we are the second largest taxi
operator in Singapore by fleet size after ComfortDelGro Corporation Limited (which owns Comfort
Transportation Pte Ltd (Comfort Taxi) and CityCab Pte Ltd (CityCab)).
Initially, we used walkie-talkie and radio call booking systems for communication between us and
taxi drivers for taxi bookings. With an expanding fleet of taxis, and in order to improve the
efficiency and effectiveness of taxi call bookings and provide 24-hour taxi booking services, we
invested in a GPRS call booking system to replace the radio call booking system in September
2006.
In January 2004, we established our first in-house workshop at 17 Defu Lane 12, Defu Lane
Industrial Estate E to provide repair and maintenance services for our expanding fleet of taxis.
Such in-house capability ensures that our taxis are well-maintained, enhancing their safety and
ride quality. It also allows us to have control over, and to better manage, our vehicle maintenance
cost. Our Group established another in-house workshop at Woodlands in August 2007 to service
our rapidly expanding fleet of taxis.
In January 2006, to cater to the expansion of our taxi fleet and the corresponding increase in our
staff size, we relocated our business operations (including our headquarters and in-house
workshop) from 17 Defu Lane 12, Defu Lane Industrial Estate E and Woodlands to a larger (and
our present) premises at 58 Defu Lane 1, Defu Industrial Estate. In 2009, to further expand our
premises, we acquired 60 Defu Lane 1, Defu Industrial Estate. At such premises, we commenced
operation of our first in-house diesel pump station which allows us to supply diesel to our taxi
drivers at a discount to retail prices charged at commercial pump stations.
On 6 June 2007, Trans-cab Logistics was established for the purpose of purchasing diesel from
our suppliers which is in turn sold to our taxi drivers at a discount to retail prices charged at
commercial pump stations. It also took over the operations of our diesel pump stations from
Trans-cab Services. On 15 September 2010, we established Trans-cab Auto Services for the
purpose of processing accident claims involving our taxis.
In March 2013, we set up a second workshop at 42 Sungei Kadut Street 1 for accident repairs.

94

OUR BUSINESS
In August 2013, we acquired 432 taxi licences from SMART Automobile Pte Ltd, and had rolled out
an additional 432 new taxis in HY2014.
In order to accommodate the future growth of our business and expansion of our fleet of taxis, and
to ensure we have ample space to provide quality repair and maintenance works, we have
acquired a new site located at 2 Ang Mio Kio Street 63 in August 2014. We intend to construct and
refurbish a new corporate headquarters on the property, which will house our call centre, a repair
and maintenance centre and a diesel pump station. The construction and refurbishment have
commenced in September 2014 and we will take about nine (9) months to one (1) year to complete
the construction and refurbishment and to relocate to the new corporate headquarters.
We incorporated Trans-cab in 2009, which was used as our holding company in 2014 pursuant to
the Restructuring Exercise of our Group. For more details of the Restructuring Exercise, please
refer to the section titled Restructuring Exercise of this Prospectus.
BUSINESS AND OPERATIONS
Overview
Our Groups core business is the operation of taxi services in Singapore where we acquire and
rent out taxis to licensed taxi drivers. We hold a licence issued by LTA to operate taxis for a period
of 10 years from 1 August 2013 to 31 July 2023, the terms and conditions of which are set out in
the TOL. For more details, please refer to the section titled Our Business Licences, Permits and
Approvals of this Prospectus.
Our principal activities
A.

Operation of taxi services


Our core business is the operation of taxi services. Our Group purchases the vehicles and
rents them out to taxi drivers who meet our criteria. We in turn bear the general repair and
maintenance expenses and other operating costs of the taxis including road and diesel
taxes, insurance premium and inspection fees. We charge a daily rental fee per taxi ranging
from S$87 to S$125 depending on the model and age of the taxi. As at 30 June 2014, we
have approximately 7,400 taxi drivers (including relief drivers). Our taxi drivers are our direct
customers who in turn provide transport services to commuters in Singapore.
Since the commencement of our operations in January 2004 with an initial fleet size of 50
taxis, we have expanded our fleet size to 4,686 taxis as at 30 June 2014, and we are the
second largest taxi operator in Singapore by fleet size. The breakdown of our total fleet size
at the end of each financial period is as follows:

95

OUR BUSINESS
Total Fleet Size

4,686

4,638
4,311

4,403

3,896
3,159
2,391
2,040

2,139

1,480

370

FY2004 FY2005 FY2006 FY2007 FY2008 FY2009 FY2010 FY2011 FY2012 FY2013 HY2014

As at 30 June 2014, we have 3,077 taxis which are four (4) years old or less, representing
about 65.7% of our taxi fleet. Our taxis will be recalled and scrapped at the end of their
operating lifespan of approximately eight (8) years. We expect to take delivery and grow our
taxi fleet size to around 5,010 and 5,234 taxis by the end of FY2014 and FY2015
respectively.
Our average hired-out rate for taxis (taking into account downtime for accident repair and
maintenance) over the last three (3) financial years was approximately 97.7%. Our Directors
believe that our high hired-out rate is due to the benefits and incentives offered to, as well
as the good rapport we maintain with, our taxi drivers.
Taxi models
Prior to acquiring new taxis, our Group carries out studies and research on market demand
trends and the feasibility of the relevant vehicle model, such as its safety features, fuel
efficiency, cost-effectiveness to our Group and taxi drivers, and estimated profitability in
relation to such acquisitions. We have therefore introduced different vehicle models to be
used as our taxis over the years.
Our fleet of taxis as at 30 June 2014 comprises 218 Toyota Crown, 1,946 Toyota Wish (all
CNG-powered), 1,299 Chevrolet Epica, 1,124 Renault Latitude and 99 Mercedes Benz taxis.

96

OUR BUSINESS
Our vehicle models are as follows:
Toyota Crown 1 (introduced in 2004)

Mercedes Benz (introduced in 2007)

Toyota Wish (introduced in 2008)

Chevrolet Epica (introduced in 2011)

Renault Latitude (introduced in 2013)

Taxi fare
The setting of taxi fares is currently de-regulated and taxi operators in Singapore are allowed
to set their own fares. Please refer to the section titled Prospects, Business Strategies and
Plans The Taxi Industry Taxi Fare Structure of this Prospectus for information on the taxi
fare structure and different flag-down rates applicable to various taxi operators and taxi
models.
Each of our taxis is equipped with a digital fare meter which is linked to a printer and the
in-vehicle MDT.The digital fare meter calculates the amount of fare that should be paid by the
passenger and the printed receipt shows trip information, including the distance travelled.
Passengers are offered the convenience of cashless payments through payment by NETS or
MASTERCARD cards.

By September 2014, all our Toyota Crown taxis were recalled and scrapped.

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OUR BUSINESS
Operation of call centre
Our Group operates a call centre for taxi booking services which uses GPRS technology. Our
Group has invested in a call booking system which utilises satellite technology to allow
hassle-free call booking and quick response to calls from commuters and to improve the
efficiency of our taxi drivers. The system automates taxi bookings, from the initial entry of
customer call details to the allocation of taxis and the subsequent transmission of job details
for display on the in-vehicle MDT installed in each taxi. By incorporating GPRS and GSM
network dispatch and tracking facilities, the system is capable of detecting the location of our
taxis rapidly and accurately. Taxis will be automatically allocated, based on a range of criteria
including proximity to the pick-up location and the estimated time for the driver to reach the
pick-up location. Our GPRS assisted taxi dispatching system utilises high quality digitised
map contents data to facilitate the dispatching of jobs to the nearest vehicles and other
parameters which are essential to ensure commuter satisfaction. This enables our call centre
to communicate effectively with our taxi drivers via the in-vehicle MDT so as to reduce
waiting time for commuters.
With the usage of such a system, our Group is able to:

provide fast customer response and taxi dispatch and significantly reduce commuter
pick up time;

reduce our taxi drivers waiting time and/or travelling time between jobs;

provide high performance routing and mapping engine enabling fair and accurate
allocation of jobs to our taxi drivers based on proximity and other parameters; and

improve our taxi drivers security by allowing our taxi drivers to activate the panic alarm
to alert the call centre in case of an emergency.

Our call centre is located at our headquarters at 58 Defu Lane 1, Defu Industrial Estate, and
as at 30 June 2014, we have 22 staff operating the call centre across three (3) shifts.
Our Groups call booking is further complemented by the common taxi booking number
(+65 6342 5222) that LTA, together with all taxi operators in Singapore, introduced in July
2008. This common number has made it easier and more convenient for commuters in
Singapore, especially tourists, to hire a taxi.
Taxi drivers
We recruit our taxi drivers through referrals from our existing drivers and through print
advertising. As at 30 June 2014, we have approximately 7,400 taxi drivers (including relief
drivers) registered with us and 51.1% of them have been with our Group for three (3) years
or more.
Each taxi hirer is required to sign a hiring agreement with us before renting our taxis. For
hiring of newly introduced taxis, our taxi hirers are required to commit to a minimum tenure
of one (1) year, failing which they will be subject to a penalty of S$300. The hire agreement
may be terminated at any time by giving two (2) weeks notice. All our taxi drivers are required
to furnish a security deposit ranging from S$1,000 to S$1,500, depending on the taxi model
hired.

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OUR BUSINESS
B.

Repair and maintenance services and operation of pump stations


Repair and maintenance services
We carry out the general repair and maintenance of our taxi fleet at our in-house workshop,
which allows us to better manage our vehicle maintenance costs. Our workshops are well
equipped to handle a wide range of repair and maintenance tasks, from routine maintenance
such as vehicle inspection, changing of engine oil, brake pads, master pump, clutch disc, and
tyre balancing and alignment, to complicated tasks such as accident repairs and engine
overhaul. Our Group requires our taxi drivers to send their taxis for regular inspections and
maintenance as these measures ensure that the condition of our fleet is kept at an optimal
level.
The cost of such regular maintenance of our taxi fleet is borne by us. In the event of a road
traffic accident caused by the fault of our taxi driver, he is required to bear (i) up to S$2,000
of the cost of repair of our taxi and any third party claims, if he reports the accident to us
within 72 hours; or (ii) up to S$5,000 of such cost if he reports the accident to us after 72
hours.
We operate two (2) in-house workshops, one located at 58 and 60 Defu Lane 1, Defu
Industrial Estate, which undertakes general maintenance and servicing and another at
42 Sungei Kadut Street 1 for repairs arising from accidents. As at 30 June 2014, we have a
team of 97 staff employed at our workshops. We intend to have a repair and maintenance
centre at our proposed new corporate headquarters located at 2 Ang Mo Kio Street 63.
Operation of pump stations
Our Group currently operates two (2) diesel pump stations located at 58 Defu Lane 1, Defu
Industrial Estate and Block 2037 Bukit Batok Street 23 #01-316 through our subsidiary,
Trans-cab Logistics. The diesel pump stations allow our taxi drivers to purchase diesel at a
discount to retail prices charged at commercial pump stations. We have applied to the
relevant authorities for approval to store diesel and operate our third diesel pump station at
our premises at 42 Sungei Kadut Street 1. We also intend to have a fourth diesel pump
station at our proposed new corporate headquarters located at 2 Ang Mo Kio Street 63.
To cater to refuelling requirements of our taxi drivers with CNG-powered Toyota Wish taxis,
our Group has entered into an arrangement with Union Energy whereby our taxi drivers can
purchase CNG at a discount to retail prices at Union Energys Cynergy pump station located
at 50 Old Toh Tuck Road.

Drivers Incentive Schemes


Our Group has, since its inception, put in place various drivers incentive schemes in order to
attract new drivers and retain existing ones, as well as to promote prompt payment, safe driving
and providing quality services to commuters. Our drivers incentive schemes, unless otherwise
specified, are applicable only for our taxi hirers (which exclude relief drivers) and are as follows:
(i)

Performance incentives

S$50 to S$390 cash every month if taxi rentals are paid in a timely manner;

one (1) day free vehicle rental for every three (3) months of services completed;
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OUR BUSINESS

(ii)

S$60 to S$65 cash every month if they make advanced payment of monthly rental;

S$260 cash every year for relief drivers if there are no serious complaints lodged
against them provided they remain in service with our Group for at least a year;

Taxi availability incentive

S$60 to S$100 every month if they clock in a daily mileage of 250km and are on the road
for 60% of the Shoulder Peak Period and 80% of the Main Peak Period;

(iii) Accident free incentive

S$100 cash if, upon completion of one (1) year of service, they remain accident free or
were not found to be at fault if they were involved in any accident during that year of
hire. Both our taxi hirers and relief drivers are entitled to this incentive;

(iv) Loyalty incentive

(v)

S$500 cash (or S$300 for Renault Latitude taxis) upon completion of every year of
service;

Additional S$2,080 (or S$3,680 for Renault Latitude taxis) upon completion of
continuous eight years of service;

Road tax rebate

The road tax rebate received from the government is paid to taxi drivers in cash; and

(vi) Drive-and-Save Scheme

Hirers who pay their taxi rentals in a timely manner and contribute to their CPF
Medisave accounts will receive a matching contribution of up to $15 a month from our
Group.

In addition, our drivers are entitled to purchase diesel at a discount to retail prices at our diesel
pump stations. Our drivers with CNG-powered Toyota Wish taxis are also entitled to purchase
CNG at a discount to retail prices at the Cynergy pump station located at 50 Old Toh Tuck Road
through our collaboration arrangement with Union Energy.
COMPETITIVE STRENGTHS
Being the second largest taxi operator in Singapore by fleet size, we believe that we possess
several key competitive strengths that place us in a strong position to take advantage of the
growth opportunities in the industry.
Our ability to retain and attract taxi drivers
The good working relationships that we have forged and continue to maintain with our taxi drivers,
and the incentives and benefits that are offered by our Group to our taxi drivers have enabled us
to stay competitive in retaining our existing taxi drivers and attracting new taxi drivers. This is

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OUR BUSINESS
evident from the fact that the hired-out rate for our taxis improved from 95.4% for FY2012 to 98.6%
for FY2013. Furthermore, as at 30 June 2014, 51.1% of our taxi drivers (including relief drivers)
have been with our Group for three (3) years or more.
Good working relationships with taxi drivers
Our working relationship with our taxi drivers is important to us. Our Chairman and CEO, Mr. Teo
Kiang Ang, our Executive Director and Deputy CEO, Mdm. Tan Lee Tiang, and our General
Manager, Mdm. Tan Siew Kim, have built a strong rapport with our taxi drivers over the years. They
are in frequent contact with the taxi drivers, and are open to their feedback and suggestions
relating to taxi rental, servicing and other matters. We believe that our good working relationship
and communication with our taxi drivers enhance our taxi drivers dedication to our Group, which
in turn encourages our taxi drivers to provide good service to commuters, comply with regulatory
requirements and settle rental payments on time.
Attractive drivers incentive scheme
We have put in place various incentive schemes, namely the performance incentives, taxi
availability incentive, accident free incentive, loyalty incentive and road tax rebate, to encourage
and reward our taxi drivers for good service and safety, timely payment of rentals, and for their
loyalty to our Group. Our taxi drivers are entitled to receive cash incentives ranging from
approximately S$4,700 to S$7,800 in aggregate per annum (depending on the model of the taxis)
if they meet the requirements under our incentive schemes. For further details of our drivers
incentive schemes, please refer to the section titled Our Business Our Business and Operations
Drivers Incentive Schemes of this Prospectus.
In addition, we believe that the practice of good service and safety among our taxi drivers, as
encouraged through the implementation of our drivers incentive schemes, helps to promote
Trans-cab as a quality taxi service operator among commuters.
Offer of diesel and CNG at discounted prices
We offer diesel at our pump stations to our taxi drivers at a discount to retail prices offered at
commercial pump stations. We have also entered into a collaboration arrangement with Union
Energy whereby our taxi drivers can purchase CNG at a discount to retail prices at Union Energys
Cynergy pump station. This helps to lower the fuel cost of our drivers and improve their profits.
Selection of taxi models
Prior to acquiring taxis, our Group carries out studies and research on the feasibility of the
relevant vehicle model, such as its fuel efficiency and safety features. We invest in taxis which are
fuel efficient and well-built, so as to lower the fuel cost of our drivers, as well as to minimise
breakdowns and the need for frequent repair and maintenance, which in turn reduce the downtime
of the taxis and loss of income earned by our taxi drivers.
Charge of booking fee
We charge a booking fee of S$2.30 to S$6.50 for all vehicle models except Mercedes Benz taxis,
and a booking fee of S$10.00 to S$18.00 for Mercedes Benz taxis, for taxi commuters who book
our taxis through our call centre. Save for a nominal call levy that we collect, the entire booking
fee is earned by our taxi drivers.

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OUR BUSINESS
Our ability to capitalise on economies of scale from fleet renewal and expansion
Our taxis are generally recalled and scrapped at the end of their operating lifespan of
approximately eight (8) years. Commencing 2012, in addition to our fleet expansion, we have also
progressively replaced our old taxis with new models. By September 2014, all our Toyota Crown
taxis were scrapped, and are being replaced with new taxi models. New taxi models command
higher daily rental and considering an on-going need to replace and expand our fleet, we have and
shall continue to enjoy upward rental revision for such fleet renewal and expansion.
Given the considerable size of our taxi fleet, we have and shall continue to capitalise on
economies of scale to be more cost effective in our operations, in particular, through having our
own in-house workshops.
Our in-house workshops are located at 58 and 60 Defu Lane 1, Defu Industrial Estate and
42 Sungei Kadut Street 1, and are well equipped to handle a wide range of repair and
maintenance tasks, from routine maintenance such as vehicle inspection, changing of engine oil,
brake pads, master pump, clutch disc, and tyre balancing and alignment, to complicated tasks
such as accident repairs and engine overhaul. We intend to have a repair and maintenance centre
at our proposed new corporate headquarters located at 2 Ang Mo Kio Street 63.
Through the operation of our own in-house workshops, we are able to effectively minimise the
average operating cost of repair and maintenance for each taxi, as well as ensure that high
standards of repair and maintenance are met such that the condition of our fleet is kept at an
optimal level. We are also able to reduce the downtime of our taxis, which in turn reduces the loss
of income earned by our taxi drivers while their taxis are being serviced.
Besides the operation of our in-house workshops, we are able to leverage on our purchasing
power to obtain favourable prices from various business partners, including automobile dealers,
insurance companies and spare parts dealers. We also enjoy economies of scale in other aspects
of our business, such as the operation of our call centre and the deployment of service and
technical staff, achieving operational efficiency with a reduction in our overall overhead costs.
Our experienced and committed key management team
Our operations are led by our Chairman and CEO, Mr. Teo Kiang Ang, our Executive Director and
Deputy CEO, Mdm. Tan Lee Tiang and our General Manager, Mdm. Tan Siew Kim, who collectively
have working experience of more than 40 years in the transportation industry. The experience and
in-depth knowledge of our key management team have enabled our Group to understand the
industry, anticipate market trends, and address the needs of both taxi drivers and commuters.
The experience and business reputation of Mr. Teo Kiang Ang and Mdm. Tan Lee Tiang have
allowed us to establish close working relationships with taxi drivers and suppliers, which have
been instrumental in the success and rapid growth of our operations.
COMPETITION
We face competition for taxi drivers and commuters. However, we believe that the barriers to entry
of the taxi services industry are high due to the requirements for substantial capital expenditure
and compliance with the terms, regulations and standards set out by LTA pursuant to the TOL.

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There are five (5) other taxi operators in Singapore, namely ComfortDelGro Corporation Limited
(which owns Comfort Taxi and CityCab), SMRT Taxis Pte Ltd, Premier Taxis Pte Ltd, Prime Car
Rental, and Taxi Services Pte Ltd and Yellow-Top Taxis (which is not a taxi operator but a
collective group of independent taxi drivers).
As at 30 June 2014, we have 4,686 taxis and we are the second largest taxi operator in Singapore
in terms of fleet size, behind ComfortDelGro Corporation Limited which owns Comfort Taxi and
CityCab. We believe that in order to enjoy economies of scale, our taxi fleet has to achieve critical
mass and we have to be aggressive in our expansion plans to remain competitive in the industry.
We place special emphasis on retaining our taxi drivers and attracting new ones by providing our
taxi drivers with a comprehensive range of incentives and benefits. We also operate our own
in-house workshops which ensure that our taxis are well maintained.
In addition, we face competition from other modes of public transportation in Singapore, namely
the MRT, the LRT and public bus systems. The Singapore government has embarked on an
expansion of new train lines such as the Circle Line, Downtown Line, Thomson Line and the
Eastern Region Line and an extension of the existing train lines. The ridership numbers for the
MRT system in Singapore is expected to increase and this will intensify the competition with our
taxis.
QUALITY ASSURANCE
Our Group recognises that the taxi services industry in Singapore is competitive, and it is vital to
provide quality services and maintain high standards in our operations. To attract and retain taxi
drivers and commuters, we have adopted a comprehensive set of policies:
Taxi drivers
We conduct an induction programme for our new taxi drivers to inform them of our policies,
including our various drivers incentive schemes, as well as the laws and regulations that they are
subject to, such as the requirements for the renewal of their vocational licences and the VLPS
imposed by LTA.
Some of our drivers incentive schemes are implemented by us to promote safety and quality
services among our taxi drivers. Both our taxi hirers and relief drivers are entitled to an accident
free incentive of S$100 cash every year if they are not involved in any accident or were not found
to be at fault in any accident during that year of hire. Relief drivers are also entitled to S$260 cash
every year if there are no serious complaints lodged against them, provided they remain in service
with us for at least a year.
Our taxi drivers are required to possess and maintain their vocational licences and undergo the
courses required by LTA. LTA requires taxi drivers (including relief drivers) to renew their
vocational licence every three (3) years. It also requires taxi drivers to undergo a 10-hour
refresher course conducted by STA every six (6) years. Our taxi drivers are also subject to the
VLPS which provides a framework for the investigation of complaints and the discipline of taxi
drivers who breach their rules of conduct. A taxi driver who accumulates six (6) demerit points or
more over a 24-month period is liable to have his vocational licence suspended. Please refer to
the section titled Our Business Government Regulations Taxi Drivers Vocational Licence
Point System (VLPS) of this Prospectus for further details of the VLPS.

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OUR BUSINESS
To help our taxi hirers find suitable relief drivers, we maintain an internal list of relief drivers to
facilitate the matching of taxi hirers with relief drivers, which is in addition to the list of relief drivers
maintained by LTA.
In addition, we distribute information on training sessions and courses conducted by STA to our
taxi drivers and encourage them to attend such training sessions and courses.
Taxi fleet
Prior to acquiring taxis, our Group carries out studies and research on the feasibility of the
relevant vehicle model, such as its safety features, fuel efficiency and cost-effectiveness to our
Group and taxi drivers.
We require our taxis to undergo regular maintenance at our workshops every month in order to
ensure that the condition of our fleet is kept at an optimal level. As we operate our own in-house
workshops, we are able to ensure that high standards of repair and maintenance are met. In
addition to the regular servicing, our taxis are sent for inspection by STA prior to the renewal of
the half-yearly road tax.
Feedback channel
To monitor quality and service levels, we have implemented a public feedback channel on our
Groups website. Any feedback or complaint from the public about our taxi drivers and our taxi
services are documented and investigated if necessary. After investigation, the management
would decide on the appropriate action to be taken. For example, if our taxi hirer does not have
any valid reason for not turning up for a booking, we will suspend the driver from taking call
bookings between three (3) days to one (1) week. A complaint will generally be responded to by
our customer service department within seven (7) to 10 business days.
ISO certification
As an endorsement of our efforts in providing quality services and maintaining high standards in
our operations, Trans-cab Services was awarded the ISO 9001:2008. This accreditation is a
testament of our commitment to the quality and continual improvement of our taxi services.
MAJOR CUSTOMERS
As our taxi drivers are our direct customers, we do not have any major customer accounting for
5% or more of our total revenue for the Period Under Review.
MAJOR SUPPLIERS
Over the years, we have established good working relationships with our suppliers. Our suppliers
include those from whom we purchase motor vehicles, diesel, spare parts (such as tyres and car
batteries) and insurance policies. Where possible, we obtain our supplies from those who provide
good services, quality, pricing and delivery.
Our current fleet of taxis was purchased from Borneo Motors, Cycle & Carriage (1), Alpine Motors
and Wearnes.

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OUR BUSINESS
The following table sets out our suppliers of taxis for the Period Under Review:
Name of Supplier

Taxi model

FY2011
S$000

FY2012
S$000

FY2013
S$000

HY2014
S$000

Borneo Motors

Toyota Wish

22,658

Alpine Motors

Chevrolet Epica

15,925

81,210

31,740

Wearnes

Renault Latitude

53,599

68,829

Note:
(1)

We did not purchase any taxi from Cycle & Carriage during the Period Under Review.

The following table sets out our major suppliers that account for 5% or more of our total
purchases (1) for the Period Under Review:
As a percentage of total purchases (1) (%)
FY2011
FY2012
FY2013
HY2014

Name of Supplier

Product

Chevron Singapore
Pte Ltd (2)

Diesel

44

40

45

HL Suntek Insurance Brokers


Pte Ltd (3)

Insurance

19

18

17

Exxonmobil Asia Pacific Pte


Ltd (2)

Diesel

13

15

Meng Heng Auto Parts


Pte Ltd (5)

Spare parts

Xibro Co. (5)

Spare parts

Interlog Trade Pte Ltd (5)

Spare parts

51
(4)

Notes:
(1)

Total purchases comprise mainly purchases of fuel, spare parts and insurance policies, and exclude purchases of
motor vehicles.

(2)

The changes in the percentage of total purchases over the Period Under Review were mainly due to fluctuations in
the spot prices and volume of diesel purchased by our Group.

(3)

The changes in the percentage of total purchases over the last three (3) financial years were due to fluctuations in
the amount of insurance premiums paid, which were dependent on the number of taxis insured, past claim records
and number of accident incidents. The percentage of total purchases in HY2014 decreased as the bulk of our
insurance premiums are billed and payable in the second half of 2014.

(4)

Less than 1%.

(5)

The changes in the percentage of total purchases over the Period Under Review are due to us purchasing spare
parts from suppliers who can offer us competitive prices.

To the best of our Directors belief and 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, our Directors are of the opinion that our business and
profitability are not dependent on any single supplier or on any industrial, commercial or financial
contract with any supplier. As at the Latest Practicable Date, none of our Directors and Substantial
Shareholders or their respective Associates has any interest, direct or indirect, in any of the above
major suppliers.
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OUR BUSINESS
CREDIT MANAGEMENT
Credit term to our taxi drivers
We generally provide a credit term up to eight (8) days to each taxi driver. Each taxi driver is
encouraged to make rental payment for taxis on a daily basis. The rental payment is made either
through GIRO deduction or by cash payment. In order to encourage prompt payment of rental, taxi
drivers are entitled to various cash incentives if they pay their rentals promptly or in advance. For
more details on the various drivers incentive schemes, please refer to the section titled Our
Business Business and Operations Drivers Incentive Schemes of this Prospectus. We
reserve the right to re-possess the vehicle and terminate the hiring agreement with the taxi drivers
if taxi drivers default on their payment continuously for more than eight (8) days. If the amount
outstanding exceeds the security deposit, we will issue letters to the taxi driver in default or we
may engage a professional debt collection agency to recover the outstanding amounts.
We believe that our credit policy and terms are generally in line with industry practice.
During the Period Under Review, default in payment by our taxi drivers has been insignificant.
The trade receivables turnover days, allowance for doubtful debts and provision for claims for the
Period Under Review are as follows:
FY2011
Trade receivables turnover days (1)
(days)
Allowance for doubtful debts

(2)

(S$000)

Provision for claims (3) (S$000)

FY2012

FY2013

HY2014

13

18

20

21

2,583

2,907

3,343

3,467

751

753

2,097

2,520

Notes:
(1)

Trade receivables include taxi rentals and amounts arising from insurance claims. Trade receivables turnover days
are computed based on the average trade receivables (average of the opening and closing gross amount of the
relevant financial year/period) divided by revenue multiplied by 365 days (182 days for HY2014). Since the inception
of our in-house insurance claims department in July 2010, there has been an accumulation of insurance claims,
which in certain cases, may take more than one (1) year to reach settlement. The increase in trade receivables
turnover days is primarily due to the accumulation of such insurance claims.

(2)

The allowance for doubtful debts was in relation to collection of taxi rental. The increase in the allowance for doubtful
debts over the Period Under Review corresponds with the growth of our taxi fleet size as more taxi drivers may
default on their payments.

(3)

Provisions are made for claims income from insurance companies for cases that were pending as at end of the
financial year/period. The provision is established based on best estimates of the historical successful claim
recovery as well as recent trends that might suggest that past information may be different from future claims. A
higher provision for claims was made for FY2013 and HY2014 due to more accident claims being made.

Credit terms by our suppliers


We have enjoyed good working relationships with most of our suppliers and have over the years
established a strong rapport with them. The credit terms granted by our suppliers range from 30
to 90 days.

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The trade payables turnover days for the Period Under Review are as follows:
FY2011

FY2012

FY2013

HY2014

41

45

56

60

Trade payables turnover days (1) (days)


Note:
(1)

Trade payables turnover days are computed based on the average trade payables (average of the opening and
closing amount of the relevant financial year/period) divided by cost of sales multiplied by 365 days (182 days for
HY2014). The increase in the trade payables turnover days over the Period Under Review was mainly due to an
increase in insurance premiums and amount payable for purchase of new taxis.

INVENTORY MANAGEMENT
Our inventory comprises mainly spare parts including tyres, car batteries and lubricants mainly
used for repair and maintenance of our existing fleet of taxis as well as diesel to be sold to our
taxi drivers. We generally maintain small quantities of consumable components as these materials
are readily available from local suppliers.
Our Group adopts the first-in-first-out method of inventory control.
In order to ensure that our inventory is managed efficiently and effectively, we monitor our
inventory ageing quarterly through quarterly inventory counts. Variance in the amount of
inventories detected during stock counts will be investigated and adjusted accordingly. Slow
moving inventories that are identified during stock-takes are written down to their net realisable
values at the end of each financial year/period.
The inventory turnover days for the Period Under Review are as follows:
FY2011

FY2012

FY2013

HY2014

12

Inventory turnover days (1) (days)


Note:
(1)

Inventory turnover days are computed based on the average inventory (average of the opening and closing amount
of the relevant financial year/period) divided by cost of sales multiplied by 365 days (182 days for HY2014). The
increase in inventory turnover days for HY2014 was due to bulk purchases from suppliers who were able to offer
more competitive pricing.

INTELLECTUAL PROPERTY
Our Company has registered the following trademarks in Singapore:

Trademark

Class

Trademark
number

39 (1)

39 (1)

Proprietor

Validity Period

T0911565D

Trans-cab
Services

13 October 2009 to
13 October 2019

T0320020Z

Trans-cab
Services

17 December 2003 to
17 December 2023

Note:
(1)

The services covered under Class 39 in Singapore include transport, packaging and storage of goods and travel
arrangements.

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OUR BUSINESS
Save as disclosed above, we do not use or own any other registered patents, trademarks or
intellectual property which are material to our business. Our business and profitability are also not
materially dependent on any other patent or licence or any other intellectual property rights.
RESEARCH AND DEVELOPMENT
The nature of our business does not require us to carry out research and development. Hence, we
have not carried out any research and development for the Relevant Period.
MARKETING
We generally do not carry out any marketing activity for our business.
PROPERTIES AND FIXED ASSETS
As at the Latest Practicable Date, our Group leases the following properties:
Properties
Lessee

Lessor

Location

Tenure

Approximate
Built-in area
(sq m)

Annual rental Use of property


(S$)

Trans-cab
Services

HDB

58 and 60
Defu Lane 1,
Defu Industrial
Estate,
Singapore 539498

1 December
2013 to
30 November
2014(1)

8,790.2

476,659

Existing
headquarters
housing taxi call
centre, workshop
and diesel pump
station for our
fleet of taxis

Trans-cab
Services

HDB

1 December
2 Ang Mo Kio
1986 to
Street 63,
Singapore 569111 30 November
2016(2)

34,592.0

1,057,620

Proposed new
headquarters
housing taxi call
centre, workshop
and diesel pump
station for our
fleet of taxis

Trans-cab
Services

JTC

42 Sungei Kadut 16 August


2010 to
Street 1,
Singapore 729346 16 August
2020(3)

13,543.2

286,574

Servicing, testing
and fitting of the
Companys fleet
of taxis

Trans-cab
Logistics

Summit Gas
Systems Pte
Ltd

Block 2037 Bukit


Batok Street 23
#01-316,
Singapore 659542

1 January
2014 to
30 June
2015

200.0

42,000

Storage of diesel
and the operation
of diesel pump
station

Notes:
(1)

HDB has announced plans to redevelop the entire Defu Industrial Estate in three (3) phases over 15 to 20 years,
pursuant to which the existing factories and workshops on the industrial estate will be relocated. Sufficient relocation
notices (if any) of at least 18 months will be given to the affected tenants 1 . Pursuant to such relocation plans, we
may be granted a replacement property by HDB. As at the Latest Practicable Date, we have not received any

Source: HDB. Information was extracted from http://www.hbiz.gov.sg/web/aa17/corporate/properties/development/defu.en.html.


Please note that HDB has not consented to the inclusion of the information extracted from its website in this section and is
thereby not liable for such information under Sections 253 and 254 of the SFA. Our Directors are aware that HDB does not
guarantee or assume responsibility that the information on its website is accurate, adequate, current or reliable, or may be used
for any purpose other than for general reference. Although we have extracted the relevant information in its proper form and
context in this Prospectus, we have not separately verified the accuracy of such information.

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OUR BUSINESS
relocation notice. Pending receipt of the relocation notice, our lease in respect of 58 and 60 Defu Lane 1, Defu
Industrial Estate is being renewed with HDB annually. We have successfully renewed our lease until 30 November
2015, at an annual rent of S$512,885.
(2)

The term of the lease may be extended for another 30 years by Trans-cab Services upon its expiry on 30 November
2016. The extension of the lease is subject to certain conditions, including there being no existing breach or
non-observance by Trans-cab Services of the covenants and conditions of the lease, and the rental payable under
the lease being revised based on market rental. Trans-cab Services had acquired the leasehold interest in 2 Ang
Mo Kio Street 63 in August 2014.

(3)

We acquired the leasehold interest of the property at 42 Sungei Kadut Street 1 from Solid Capital on 28 October
2014. Prior to the acquisition, we were leasing the property from Solid Capital.

Fixed Assets
Save for the properties disclosed above, we also own other fixed assets comprising our taxis,
machinery and equipment, office equipment, air conditioners, computers, installation and
renovation. Our fixed assets had a net book value of approximately S$269.3 million as at 30 June
2014, of which S$263.6 million are attributable to the net book value of our vehicles.
INSURANCE
Our Group has taken insurance coverage in respect of our operations, properties and fixed assets.
As at the Latest Practicable Date, our insurance coverage includes:
(a)

public liability, burglary and fire insurance for our Groups headquarters at 58 and 60 Defu
Lane 1, Defu Industrial Estate and our workshop at 42 Sungei Kadut Street 1;

(b)

fire insurance for our proposed headquarters at 2 Ang Mo Kio Street 63;

(c)

third party motor insurance in respect of our Groups taxi fleet and other vehicles;

(d)

money insurance in respect of loss of money;

(e)

group personal accident insurance for our taxi drivers; and

(f)

work injury compensation policy in respect of our mechanics.

Our Directors are of the opinion that the above insurance policies are adequate for our existing
business and operations and we will review and procure the necessary additional insurance
coverage as and when the need arises. However, significant disruption to our operations or
damage to our properties or assets, whether as a result of fire and/or other causes, may still have
a material adverse impact on our results of operations or financial condition. For further details,
please refer to the section titled Risk Factors of this Prospectus.

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OUR BUSINESS
LICENSES, PERMITS AND APPROVALS
Our Group has obtained the following licences, permits and approvals in relation to our business:
Type of licence,
permit or approval Issued to

Purpose

Issuing/
Licensing Body

Validity Period of
Permit/Licence

TOL

Trans-cab Services

For operation of a
taxi service

LTA

1 August 2013 to
31 July 2023

Petroleum and
Flammable
Materials Storage
Licence

Trans-cab Services

For storage of up to
20,000 litres of
petroleum at 58
Defu Lane 1, Defu
Industrial Estate,
Singapore 539498

SCDF

1 November 2013
to 31 October 2015

Petroleum and
Flammable
Materials Storage
Licence

Trans-cab Services

For the storage of


up to 20,000 litres
of flammable liquids
at 60 Defu Lane 1,
Defu Industrial
Estate, Singapore
539499

SCDF

31 October 2013 to
31 October 2015

Petroleum and
Flammable
Materials Storage
Licence

Trans-cab Logistics

SCDF
For the storage of
up to 96,000 litres
of petroleum at
Block 2037 Bukit
Batok St 23 #01-316
Singapore 659542

1 April 2014 to
31 March 2016

Taxi Service Operator Licence


We operate our taxi services business pursuant to the TOL granted by LTA to Trans-cab Services
under the Road Traffic Act. The TOL is for a term of 10 years and was renewed in August 2013
and will expire on 31 July 2023.
Pursuant to the TOL, Trans-cab Services is required to comply with a set of obligations and
service requirements prescribed by LTA, which includes:
(a)

seeking the prior written approval of LTA in relation to the appointment or reappointment of
any director or Chairman of the board of directors of Trans-cab Services;

(b)

seeking the prior written approval of LTA in relation to a change in the legal character of
Trans-cab Services (for example, conversion from private company to public company);

(c)

where Trans-cab Services is not listed on any stock exchange in Singapore or elsewhere,
ensuring that no person or company shall, without the prior written approval of LTA, (i)
acquire or hold, directly or indirectly any shares in the issued share capital of Trans-cab
Services, or (ii) sell, transfer or otherwise dispose of any shares in the issued share capital
of Trans-cab Services;

(d)

maintaining a minimum fleet size of 800 taxis;

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OUR BUSINESS
(e)

ensuring that it is equipped with radio telephone facilities or such other communication
facilities as may be approved by LTA to enable communication between Trans-cab Services
taxis and Trans-cab Services operational headquarters;

(f)

offering taxi-booking services whereby bookings can be made via such communication
means as LTA may approve;

(g)

equipping its taxi fleet with a centrally-controlled On Call display sign, whereby 40% of the
taxi fleet shall be equipped with such display sign by 31 December 2013 and 100% of the taxi
fleet shall be equipped with such display sign by 31 December 2015;

(h)

properly documenting all complaints and any investigations carried out in respect of such
complaints, and ensuring that its records of such complaints and investigations are true and
accurate and LTA reserves the right to require the licensee to furnish such records in such
form and manner and at such times as LTA shall prescribe;

(i)

complying with the taxi fleet requirements which set out requirements for (i) the taxi fare
decal, (ii) the taxi livery, (iii) the taxi rooftop display and (iv) the taxi boot size;

(j)

complying with the Quality of Service Standards set out below and as may be prescribed by
LTA from time to time in accordance with the Road Traffic Act:
Performance Indicators

Standards

1.

Availability of taxis via booking

(a)

Call answer rate Percentage of calls


answered by the taxi despatch system

At least 95% of the time

(b)

Waiting time for taxi despatch system


to answer calls

Within 20 seconds, 90% of the time

(c)

Cater rate Percentage of calls that


lead to a taxi being allocated to the
caller

At least 92% of the time

(d)

Waiting time for taxi despatch system


to confirm taxi (i.e. to inform whether
a taxi is available from the time the
call is answered)

Within 5 minutes, 90% of the time

(e)

Passenger waiting time for taxi to


arrive

Within 10 minutes of confirmation, 95% of


the time

2.

Safety

(a)

Passing rate of first instance


inspection required before road tax is
renewed. The applicable inspection
shall be the first time the taxi is sent
for an inspection in respect of each
inspection cycle for that taxi.

At least 98%

(b)

Accident rate

Not more than 0.02 accident per


100,000 km

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Performance Indicators
3.

Standards

Taxi drivers conduct


Offence rate based on the number
of compositions and convictions in
respect of offences, under the purview
of LTA, committed by drivers

(k)

Not more than 0.02 offences per


100,000 km

complying with the Taxi Availability Standards set out below and as may be prescribed by LTA
from time to time in accordance with the Road Traffic Act;
Performance Indicators

Standards

1.

For 2013, at least 70% of the taxi fleet


must clock a daily mileage of 250km.

Minimum daily mileage per taxi

For 2014, at least 80% of the taxi fleet


must clock a daily mileage of 250km.
From and including 2015, at least 85% of
the taxi fleet must clock a daily mileage of
250km.
2.

Percentage of taxis on the road during


peak period

For 2013, at least 65% and 70% of the taxi


fleet must be on the road during the
Shoulder Peak Period and the Main Peak
Period respectively.
For 2014, at least 60% and 80% of the taxi
fleet must be on the road during the
Shoulder Peak Period and the Main Peak
Period respectively.
From and including 2015, at least 80% and
85% of the taxi fleet must be on the road
during the Shoulder Peak Period and the
Main Peak Period respectively.

Subsequent to the implementation of the taxi availability framework on 1 January 2013, taxi
operators are only allowed to expand their taxi fleet by up to 2% per annum from 2014 to 2016,
subject to meeting the requirements under the Taxi Availability Standards. A taxi operator has to
meet the Taxi Availability Standards for at least four (4) months in each of the six-month period
from January to June and from July to December every year, before it is allowed to grow its taxi
fleet by 1% in the corresponding 6-month period of the following year.
In this regard, we did not meet the Taxi Availability Standards for the first half of 2013 and the first
half of 2014, and are not permitted to expand our taxi fleet size for the corresponding first half of
2014 and the first half of 2015. However, as we have satisfied the Taxi Availability Standards for
the second half of 2013, we are entitled to expand our taxi fleet by 1% in the second half of 2014.
With effect from 1 January 2014, financial penalties will be imposed on taxi operators that are
unable to meet the Taxi Availability Standards consecutively for two (2) months in respect of the
same performance indicator. However, instead of using the second year Taxi Availability
Standards for financial penalties in 2014, only the first year Taxi Availability Standards will be used

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OUR BUSINESS
(with the requirement for taxi availability during the shoulder peak periods lowered to 60%) to
allow taxi operators more time to adjust to the higher second year Taxi Availability Standards. As
at 30 June 2014, we were not subject to any financial penalties.
As we require the cooperation of our taxi drivers to satisfy the Taxi Availability Standards, we have
put in place an incentive scheme for our drivers who fulfil the prescribed daily minimum mileage
and are on the roads during the peak periods. Please refer to the section titled Our Business
Business and Operations Drivers Incentive Schemes of this Prospectus for various incentive
schemes put in place for our taxi drivers.
As required by the TOL, we have written to LTA and have on 29 August 2014 obtained the written
approval of LTA for (i) the acquisition of the entire issued and paid-up share capital of Trans-cab
Services by our Company, and the allotment and issue of Shares by our Company to Mr. Teo Kiang
Ang, Mdm. Tan Lee Tiang, Mr. Goh Seow Chai, Mdm. Tan Siew Kim and Mr. Lim Jin Hong; (ii) the
sub-division of every one Share to 10 Shares; and (iii) the Global Offering.
Our Directors confirm that as at the Latest Practicable Date, our Group has obtained all relevant
business licences, certificates and approvals necessary for our business operations and we have
complied with all relevant laws and regulations that would materially affect our business
operations. Save as disclosed herein, we do not require any other material licences, registrations,
permits or approvals in respect of our operations apart from those pertaining to general business
registration requirements. As at the Latest Practicable Date, none of the aforesaid licences,
permits and approvals has been suspended, revoked or cancelled and to the best of our
knowledge and belief, we are not aware of any facts or circumstances which would cause such
licences, permits and approvals to be suspended, revoked or cancelled as the case may be, or for
any applications for, or renewal of any of these licences, permits and approvals to be rejected by
the relevant authorities.
GOVERNMENT REGULATIONS
Save as disclosed below, as at the Latest Practicable Date, our business operations in Singapore
are not subject to any special legislation or regulatory controls which have a material effect on our
business and operations, other than those generally applicable to companies and businesses
incorporated and/or operating in Singapore.
Regulatory Framework
We are subject to all relevant laws of Singapore in respect of our business of operating taxis as
a means of public transport. The legislations that are of particular relevance are the Road Traffic
Act, Public Transport Council Act, Road Traffic (Public Service Vehicles) (Vocational Licences and
Conduct of Drivers, Conductors, Trishaw Riders and Passengers) Rules, Road Traffic (Taxi
Service Operator Licence) Rules and Road Traffic (Taxi Vocational Licence Demerit Points
System) Rules.
The Ministry of Transport oversees the development and regulation of land transport, and is
charged with developing efficient and cost-effective transportation to enhance Singapores
economic competitiveness and quality of life. The Ministry of Transport sets land transport
policies, while LTA, being a statutory board, executes these policies. Board members of LTA are
appointed by the Ministry of Transportation.
The following is a summary of the main laws and regulations of Singapore that are relevant to our
business as at the Latest Practicable Date.
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OUR BUSINESS
Taxi Operations
Road Traffic Act
The Road Traffic Act provides that no person shall operate a taxi service without a TOL granted
by LTA. The factors taken into account by LTA in determining whether to grant a TOL and what
terms and conditions to impose thereon include:
(a)

where the applicant is a body corporate, the character and fitness of the members of the
board of directors of the body corporate;

(b)

the financial resources of the applicant;

(c)

whether the applicant is likely to provide a satisfactory taxi service to members of the public
in respect of safety, continuity, regularity of operation, frequency, punctuality,
reasonableness of charges and general efficiency;

(d)

the existence of other taxi services and the demand for taxi services; and

(e)

the type of taxis proposed to be used by the applicant in providing the taxi service.

All the directors of a corporate applicant must be approved by LTA, and a licensee shall not
appoint a new director without the approval of LTA.
In granting a TOL, LTA may impose conditions relating to, among others:
(a)

the extent, hours and general level of the services to be provided by the licensee to the
members of the public;

(b)

the condition and use of the taxis employed by the licensee in operating the taxi service; and

(c)

the conduct of the employees, agents and contractors of the licensee (including the persons
to whom the licensee leases taxis in connection with the operation of the taxi service).

LTA can also issue directions to be observed by the licensees for the purpose of:
(a)

ensuring that such licensees provide satisfactory taxi services to members of the public in
respect of safety, continuity, regularity of operation, frequency, punctuality, reasonableness
of charges or general efficiency; and

(b)

preserving and promoting fair competition among such licensees.

The Road Traffic Act empowers LTA to deal with errant licensees. If LTA is satisfied that any
licensee has contravened or failed to secure compliance by its employees, agents or contractors
with any relevant provision of the Road Traffic Act, any term or condition of its licence or any code
of practice, standard of performance or direction issued by LTA, or has otherwise failed to provide
a satisfactory taxi service in respect of safety, continuity, regularity of operation, frequency,
punctuality, reasonableness of charges or general efficiency, LTA may:
(a)

issue such written order to the licensee as it considers necessary for the purpose of securing
compliance by the licensee or any of its employees, agents or contractors;

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OUR BUSINESS
(b)

require the licensee to pay a financial penalty of an amount not exceeding S$100,000; or

(c)

suspend or cancel the licensees TOL in whole or in part.

LTA also has the right to modify the conditions of the TOL by serving a notice in writing to the
licensee.
For more details on the TOL, please refer to the section titled Our Business Licenses, Permits
and Approvals of this Prospectus.
Taxi Fares
Since 1998, the Public Transport Council has deregulated taxi fares, with taxi operators being
entitled to set their own fares. For any fare adjustments, a taxi operator will only be required to
issue a written notification to the Public Transport Council and a 14-day prior written notice to LTA.
Taxi Drivers
Road Traffic (Public Service Vehicles) (Vocational Licences and Conduct of Drivers, Conductors
and Passengers) Rules (RTR)
The RTR governs the conduct of taxi drivers. Some of the notable rules regulating the conduct of
our taxi drivers are as follows:

In the absence of any reasonable cause to do otherwise, our taxi drivers must proceed to the
destination named by a passenger or hirer of the taxi by the shortest and most direct route.

Our taxi drivers must not set the mechanism of the taximeter in motion before the taxi is hired
and shall stop the taximeter as soon as the hiring of the taxi is terminated.

Our taxi drivers must not, without reasonable excuse, use the taxi for the conveyance of any
person suffering from an infectious disease or for the conveyance of a corpse and not, during
any hiring of the taxi, permit any person or article to be carried in or upon the taxi without the
consent of the hirer.

Our taxi drivers must not without invitation or permission enter the compound of any private
property or private road, not solicit passengers and not, without reasonable cause or excuse,
leave his taxi unattended.

Our taxi drivers must also not display any not for hire or on call sign when the taxi is
conveying any passenger.

Our taxi drivers must not, without reasonable excuse, refuse to hire out his taxi or convey any
passenger for the purpose of gain.

With effect from 1 January 2013, taxis will be allowed to pick up/drop off passengers along all
roads within the CBD, except those with bus lanes during their operation hours, and specific roads
which are dangerous for all vehicles to stop at any time such as Finlayson Green, High Street,
Orchard Link and Esplanade Drive. These adjustments will make it more convenient for
passengers, in and going to the CBD, to hail a cab and to alight near their destination.

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OUR BUSINESS
Taxi Driver Vocational Licence (TDVL)
Our taxi drivers must possess a valid TDVL issued by LTA to drive a taxi. To apply for a TDVL from
LTA, an applicant must fulfil the following pre-requisites:
(i)

be a Singapore citizen;

(ii)

be at least 30 years old and below 75 years old;

(iii) possess a qualified Class 3 Singapore driving licence for a continuous period of at least one
year at the point of application;
(iv) be able to read and speak basic English; and
(v)

be certified by a registered medical practitioner and occupational therapist to be physically


and mentally fit to be a taxi driver if they are between the age of 70 to 75.

In addition, the applicant must undergo a training course by STA and pass the relevant written and
practical tests.
No TDVL will be granted unless LTA is satisfied that the applicant is a fit and proper person to be
licensed. The TDVL may be renewed by LTA for periods of three (3) years, subject to the taxi driver
satisfactorily completing his refresher course conducted by STA every six (6) years.
Vocational Licence Point System (VLPS)
The VLPS is established pursuant to the RTR and provides a framework for the investigation of
complaints and the discipline of taxi drivers who breach their rules of conduct. It regulates the
suspension and revocation of their TDVLs through a fine and demerit points system.
If any of our taxi drivers accumulates between six (6) and 20 demerit points under the VLPS over
a 24-month period, he is liable to have his TDVL suspended. Under the VLPS, an errant taxi driver
will have his licence suspended in increasing duration before his licence is revoked. These
suspensions serve as warnings for him to improve his conduct before his licence is revoked.
However, if any of our taxi drivers commits a serious offence, his licence will be revoked
immediately. The licences of our taxi drivers will be revoked if they accumulate 21 or more demerit
points within 24 months. Past demerit points will be cleared from their records if they maintain a
clean record for 24 months from the date of the last offence.
The scheduled offences include tampering with the taximeter, setting taximeter in motion before
the taxi is hired, driving taxi with expired vocational licence, refusing to hire out taxi or convey
passengers and others. The demerit points range from three (3) demerit points for the less serious
offences to 21 demerit points for the major offences.
Under the Road Traffic (Taxi Vocational Licence Demerit Points System) Rules, a taxi drivers
TDVL will be suspended when he accumulates six (6) or more demerit points over a 24 month
period. The period of suspension ranges from two (2) to eight (8) weeks as follows:
Demerit Points

Suspension Period

6 to 10 points

2 weeks

11 to 15 points

4 weeks

16 to 20 points

8 weeks

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OUR BUSINESS
Diesel Pump Stations
In addition to our business of operating taxis, we also operate diesel pump stations for our taxi
drivers to refuel their taxis. The legislations that are of particular relevance for this area of
business operation are the Fire Safety Act and the Fire Safety Regulations.
Under the Fire Safety Act, a separate licence is required for the storage of petroleum or flammable
material at each location in which petroleum or flammable material will be stored. Applications for
the storage licence are made to the Commissioner of the SCDF. Pursuant to the Fire Safety
Regulations, a licensee is required to, among others:
(a)

keep and maintain up-to-date records of all petroleum and flammable materials stored or
kept at the licensed premises;

(b)

ensure that the ventilation, means of escape, structural fire precautions, fire prevention and
extinguishing systems of the licensed premises are constructed and installed in accordance
with the provisions of the Fire Safety (Building and Pipeline Fire Safety) Regulations and an
accepted code of practice;

(c)

take all practicable steps to prevent the occurrence on the licensed premises of accidents
through fire, explosion, leakage or ignition of any petroleum or flammable material or vapours
thereof or other causes;

(d)

not do or allow the doing of any act in or on those licensed premises that may cause fire,
explosion or any other dangerous occurrences, unless it is reasonably necessary for the
purpose of, or incidental to, the storage or keeping of petroleum or flammable material at
those licensed premises;

(e)

so far as is reasonably practicable, take necessary steps to ensure that:


(i)

all the entrances, passageways, exits and other means of escape in the licensed
premises are free from obstruction at all times; and

(ii)

those licensed premises are accessible at all times to fire engines, ambulances or other
emergency vehicles;

(f)

take all practicable precautions to prevent persons from entering the licensed premises or
having access to any petroleum or flammable material in or on the licensed premises, except
with the licensees permission;

(g)

provide, implement and maintain such fire protection, detection and mitigation measures,
materials and equipment in the licensed premises as the Commissioner of the SCDF may
reasonably require for the purposes of fire safety;

(h)

establish and maintain a competent in-house, on-site emergency response team comprising
such number of persons as the Commissioner of the SCDF may direct;

(i)

adopt such security measures as the Commissioner of the SCDF considers fit for the
licensed premises; and

(j)

prepare and keep up-to-date an emergency response plan to deal effectively with any
spillage, leakage, accidental discharge or emergency which may arise from the storage of
petroleum or flammable material at the licensed premises.

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OUR BUSINESS
INDEMNITY
We are currently leasing the premises located at Block 2037 Bukit Batok Street 23 #01-316 (the
Bukit Batok Premises) from Summit Gas, and had prior to 1 May 2014 leased another premises
located at 12 Defu Lane 11 from Sembas, for the storage of diesel and the operation of our diesel
pump stations. The lease and pump station operation at 12 Defu Lane 11 were terminated on 30
April 2014.
As required under the Fire Safety Act, we currently have a licence from the SCDF (issued in the
name of Trans-cab Logistics) for the storage and dispensation of diesel at the Bukit Batok
Premises, which is valid for the period from 1 April 2014 to 31 March 2016. However, during our
lease of (i) 12 Defu Lane 11 for the period prior to 1 May 2014 and (ii) the Bukit Batok Premises
for the period prior to 1 April 2014, we did not have a licence issued in our name for the storage
and dispensation of diesel. As such, we may be subject to liability under the Fire Safety Act. The
penalty for such breach of the Fire Safety Act is a fine not exceeding S$10,000 and/or
imprisonment for a term not exceeding six (6) months.
Separately, in relation to the lease of the Bukit Batok Premises, Summit Gas has sought and
received a letter from the HDB dated 16 June 2014 stating that the HDB is prepared to allow the
sub-lease of the Bukit Batok Premises to us for a period of one (1) year (the Relevant Term) on
the condition that amongst others, we seek the approval of the SCDF, NEA and URA. We have
obtained a licence from the SCDF for the storage and dispensation of diesel at the Bukit Batok
Premises for the period from 1 April 2014 to 31 March 2016, and the permission from the NEA to
carry out taxi refueling activities at the premises. We have also applied to the URA for permission
to carry out taxi refueling activities at the Bukit Batok Premises. If we are unable to obtain the
requisite approval of the URA, we will have to terminate our lease in respect of the Bukit Batok
Premises and may have to seek an alternative site for the operation of our diesel pump station in
the west of Singapore.
Our Controlling Shareholder, Mr. Teo Kiang Ang, has provided an undertaking dated 3 November
2014 to indemnify us against all actions, proceedings, liabilities, claims, demands, losses,
penalties, damages, charges, costs and expenses of whatever nature which may be sustained by,
imposed on or incurred by us at any time and from time to time as a result of or in connection with
the following:
(a)

the breaches of the Fire Safety Act in failing to have a licence from the SCDF issued in our
name for the storage and dispensation of diesel at (i) 12 Defu Lane 11 for the period prior to
1 May 2014 and (ii) the Bukit Batok Premises for the period prior to 1 April 2014; and

(b)

the failure to obtain permission from the URA to allow taxi refueling activities to be carried
out at the Bukit Batok Premises, and the resultant termination of the sub-lease of and the
operation of the diesel pump at the Bukit Batok Premises. For avoidance of doubt, this
indemnity covers the loss of such profits that we would otherwise have made up to expiry of
the Relevant Term but no further. At present, we are not able to quantify the loss to our Group
arising from this incident as it will be based on factors such as the remaining time left on the
Relevant Term and the cost of removal of the diesel pump.

Our Board has deliberated on the indemnity and having reviewed the financial resources of
Mr. Teo Kiang Ang, is of the view that Mr. Teo has sufficient financial standing to make good his
indemnity. As no compensation was or will be paid by our Group to Mr. Teo for the provision of the
indemnity, our Directors are of the view that the indemnity was not provided on an arms length
basis but is not prejudicial to the interest of the Group.
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PROSPECTS, BUSINESS STRATEGIES AND PLANS


The following section on The Taxi Industry was prepared by Euromonitor International Limited as
the Industry Consultant for inclusion in this Prospectus. You should note that no independent
verification has been carried out on any facts or statistics that are directly or indirectly derived
from official government and non-official sources.
All the information and data presented in this section have been provided by the Industry
Consultant. The Industry Consultant has advised that although it has made every reasonable
effort to ensure that the information in the following section is accurate, the Industry Consultant
and its employees do not accept liability (save as may be required by applicable laws and
regulations, including the Securities and Futures Act) for any loss suffered in consequence of
reliance on such information or in any other manner. The report commissioned from the Industry
Consultant reflects estimates of fleet sizes, customer value spend, market share of industry
operators by fleet size and customer value spend from publicly available secondary sources and
trade survey analysis of the opinions and perspectives of leading industry players, and is prepared
primarily as a market research tool. Research by the Industry Consultant should not be considered
as the opinion of the Industry Consultant as to the value of any security or the advisability of
investing, or not investing, in us.
While we believe that the information and data are reliable, we cannot ensure the accuracy of the
information or data, and neither our Company, the Vendors, the Issue Manager, Bookrunner and
Underwriter nor any of our respective affiliates or advisers have independently verified this
information or data. You should not place undue reliance on any of such information contained in
this section of this Prospectus and you should not assume that the information and data in this
section is accurate as of any date other than 30 April 2014, except as otherwise indicated. You
should also be aware that since 30 April 2014, there may have been changes in our industry and
the various other sectors which could affect the accuracy or completeness of the information in
this section.
THE TAXI INDUSTRY
Taxis are an integral part of Singapores transport system; taxi trips are perceived to be
convenient, safe and considered as a means to bridge the gap between commuting via public
transport and owning a car. Though the costs of taxi services can be higher than other modes of
transport such as public buses and Mass Rapid Transit (MRT), taxis are able to offer commuters
personalised and convenient door-to-door service.
The taxi services industry was deregulated in 2003 to promote competition and since, there has
been little limit on the number of taxis on the road and the number of taxi operators. In addition,
each operator can set their own fare structure provided the government and public are notified in
advance. The deregulation has resulted in an increase in the number of taxi operators entering the
market post 2003. Examples include Premier Taxis and Trans-cab that entered the market in 2004
and Prime in 2007.

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PROSPECTS, BUSINESS STRATEGIES AND PLANS


1.1 Historical Performance
Table 1 Historical Taxi Statistics, Singapore, 2009 2013
29,000

100,000

28,000

98,000

27,000

96,000

26,000

94,000

25,000

92,000

24,000

90,000
88,000

23,000
22,000

Total
No. of
Taxis

No. of Taxi
Driver's
Vocational
Licenses

86,000

Y-O-Y Growth %

2010

2011

2012

2013

CAGR
2009-2013

No. of Taxis

5.6%

3.8%

4.3%

-1.8%

2.9%

No. of Taxi Driver Vocational


Licenses (TDVL)

4.0%

-1.0%

3.1%

4.2%

2.6%

* All figures quoted above have been rounded to the nearest one decimal point.

Source: Land Transport Authority of Singapore

Steady growth in fleet size from 2009 to 2013


Singapores total taxi fleet size saw a steady increase in recent years, growing from 24,702
taxis in 2009 to 27,695 in 2013, representing a 2.9% Compounded Annual Growth Rate
(CAGR) over the review period. Taxi companies have not only continued to expand their taxi
fleets to meet the growing demand for taxi services, but they have also regularly introduced
new vehicle models from time to time to refresh their fleets in order to provide greater comfort
for passengers.
However, rising Certificate of Entitlement (COE) prices have halted the growth in Singapores
total taxi fleet size. In 2013, the total taxi fleet size fell by 1.8% to 27,695.
TDVL increased slowly due to restrictions on citizenship
The number of taxi driver vocational licences (TDVL) continued to increase, growing from
90,255 in 2009 to 99,826 in 2013 at a CAGR of 2.6%. The growth in the number of these
licences has been attributed to changing perceptions of the vocation, with many younger
Singaporeans now viewing it as a viable career option, drawn by its independence and
flexibility in working hours.

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However, TDVLs can only be issued to Singapore citizens with a minimum age of 30 and
applicants must undergo 65 hours of training, four theory tests as well as a practical
assessment before they are awarded a TDVL. Despite the large number of TDVLs issued in
Singapore, industry sources are of the opinion that approximately half of the valid TDVL
holders are actively driving taxis.
Table 2 Historical Customer Value Spend on Taxi Services, Singapore, S$ mn,
2009-2013
Customer Value Spend S$ mn

2,935

2009

3,587

3,715

3,785

2011

2012

2013

3,181

2010

Y-O-Y Growth %

2010

2011

2012

2013

CAGR
2009-2013

Customer Value Spend

8.4%

12.8%

3.6%

1.9%

6.6%

* All figures quoted above have been rounded to the nearest one decimal point.

Source: Euromonitor International based on desk research and trade interviews with trade associations and a
sample of leading taxi operators and taxi drivers

Strong growth of customer value spend on taxi services in Singapore


The taxi services industry in Singapore grew significantly from 2009 to 2013, with customer
value spend growing at a CAGR of 6.6% from S$2,935 million in 2009 to S$3,785 million in
2013. Favourable factors pertaining to both demand and supply have contributed to the
strong growth in customer value spend.
Rising affluence, continued dependence on taxi services from local commuters and demand
from the fast-increasing number of tourists to Singapore are factors that have been driving
overall demand for taxi services in Singapore. Fare hikes in 2011, with taxi operators
increasing their taxi flag-down rates and various surcharges, have also contributed to the
overall increase in customer value spend. This is evidenced by the 12.8% increase in
customer value spend in 2011, which was the largest increase over the review period.

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1.2 Historical Market Developments
The taxi services industry was deregulated in 2003 to promote competition, resulting in (i) no
limit in the number of taxis on the road; (ii) no limit in the number of taxi operators; and (iii)
flexibility of taxi operators in setting their own fare structure provided the government and
public are notified in advance. This policy saw the number of players double after 2003 and
the emergence of at least three companies, such as SMART Cab and Trans-cab.
However, 2013 saw the demise of a taxi operator. SMART Cabs operating licence was not
renewed by the Land Transport Authority (LTA) the taxi services industrys regulator after
it expired in September 2013, due to the companys failure to meet the Quality of Service
(QoS) standards expected of taxi operators. SMART Cab, which entered the market in 2003
during the period of market liberalisation, has consistently missed the cater rate standard,
the percentage of call bookings which are successfully matched with taxis and other QoS
standards, such as accident rate and first-inspection passing rate, aspects which affect
passenger safety. Following Trans-cabs acquisition of the license of SMART Cab (SMART
Automobile Pte Ltd), the number of taxi operators has fallen to six.
In the historical period, there were a myriad of factors, ranging from increasing income
levels, tourists arrivals, cost of private car ownership to bottlenecks in the public buses and
MRT transport systems that have driven up the usage of taxi services in Singapore.
Propensity to spend on taxi services grew as income levels rose
Demand for taxi services from local consumers has been largely driven by rising income
levels in the country where average monthly household income grew from S$7,410 in 2009
to S$9,394 in 2012, registering a CAGR of 8.1% 1 for the period.
Singaporeans are, therefore, more inclined to spend on discretionary goods and services,
including taxi services. The industry witnessed increasing frequency in taxi trips (ridership) 2
by local consumers over the review period. At the same time, the population of Singapore
continued to grow, albeit at a slower rate of 2.1% CAGR from 2009 to 2012 3, supporting local
consumer demand for taxi services.
Rising costs of private car ownership drove demand for taxi services
The COE is a document that must be obtained by buyers of private cars in order for them to
possess the right to vehicle ownership and use of road space for a period of 10 years. COE
prices have increased steadily over the past few years, reaching the point where they have
now become comparable to car prices.
The COE premium for Category A, the small car segment, rose from S$18,502 in January
2010 to S$72,290 4 in January 2014. The Monetary Authority of Singapore (MAS) has also
imposed limits on bank loans for motor vehicle purchases, capping loans for vehicle with an
open-market value of up to S$20,000 at 60 percent of the purchase price, while those worth
more than $20,000 are limited to 50 percent. In addition, the length of the loan has also been
1

Source: Department of Statistics, Singapore

Source: Land Transport Authority of Singapore

Source: Department of Statistics, Singapore. Data is updated till 2012.

Source: Land Transport Authority of Singapore, based on Quota Premium rates.

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PROSPECTS, BUSINESS STRATEGIES AND PLANS


capped at five years as the MAS sought to reduce risk of buyers over-extending themselves
on motor vehicles. Coupled with the heavy taxes and rising COE prices for car ownership,
the costs of owning a car have surged in the past few years, rendering the ownership of
private transport unattractive for many Singaporeans. As a result, demand for taxi services
continued to grow as owning a car became increasingly out of reach for the local population.
Dependence on taxi services exists due to major failures in the public transport
system
In addition, the recent spate of MRT faults and delays also prompted commuters to seek
other modes of transport such as public buses and taxi services. From 2010 to 2013, a total
of 32 major incidents were reported involving more than 30 minutes of service disruption on
Singapores MRT service 1.
Commuters have increasingly been opting for taxis to avoid unforeseen delays and
congestion in public trains and buses. While the average Singaporean is unlikely to use taxis
as his or her main mode of daily transport, commuters belonging to higher income brackets
or those with transport allowances from their employers form a major customer base for
taxis. Industry sources also identified international visitors, especially business travellers, as
a substantial taxi customer base.
Booming tourism industry propelling higher tourists spend on taxis
Singapores inbound tourism sector has continued its robust performance, receiving a record
number of visitors for consecutive years, at 9.7 million in 2009, 11.6 million in 2010, 13.2
million in 2011 and 14.5 million in 2012 2. In line with strong growth in tourist arrivals, tourists
receipts on local transportation, including taxi services, also witnessed a notable increase,
from S$591 million in 2009 to S$805 million in 2012, reflecting a 10.9% CAGR over the
period. As international tourists form a substantial customer base for taxi drivers, the steady
growth in tourist arrivals have contributed to some of the growth in customer value spend on
taxi services, which enjoyed an impressive 8.2% CAGR between 2009 and 2012.
In addition, opening of the two integrated resorts, Marina Bay Sands (MBS) and Resorts
World Sentosa (RWS) in 2010, provided an additional boost to the taxi services industry.
Other than attracting more tourists, fare surcharges in place at these two prime locations also
positively impacted the customer value spend on taxi services in Singapore.
Fare hikes in 2011 caused a jump in customer value spend
Fare hikes were evident starting in the year 2011, leading to a jump in customer value spend
with a high Y-O-Y growth of 12.8%. Subsequently, sporadic upward revisions of fares with the
introduction of new taxi models, has continued to increase customer value spending on taxi
services. The upward revisions of fares for select new taxi models were most evident in 2013
as taxi operators began phasing out the older vehicles in their existing fleets, replacing them
with newer models. The flag-down rates for these newer models rose in view of higher
operating costs. SMRTs new Toyota Prius taxis, which are hybrid electric cars, have a higher
flag-down rate of S$3.80, while ComfortDelGro, the largest local taxi operator, updated its

Source: Ministry of Transport

Source: Singapore Tourism Board

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PROSPECTS, BUSINESS STRATEGIES AND PLANS


taxi fleet of Hyundai Sonata taxis with the Hyundai i40 taxis in 2013 and increased the
flag-down rate from S$3.20 to S$3.70. Trans-cabs latest Renault Latitude taxis have a
flag-down rate of S$3.90.
Despite the differences in fares charged by various taxi operators, Singaporeans generally
have no particular preference for taxi brands and do not differentiate between taxi models.
Commuters consider taxis a commoditised good given the homogeneity of services provided
and commuters are more concerned with the ability to hire a taxi than choosing a particular
make and model. In addition, the average distance travelled per trip is about 9 kilometres 1,
thus the short time spent in the taxi means that commuters consider the comfort level
enjoyed during a trip as less important as getting to their destination as fast as possible.
Harnessing the power of technology
Taxi operators have embraced technological innovation to provide greater convenience and
make taxi services more accessible and comfortable for commuters. Other than installing
Global Positioning System (GPS) devices in taxis to accurately track their locations and
dispatch fleet vehicles to commuters more efficiently, taxi operators have also provided
automotive GPS navigation units for taxis to aid taxi drivers in locating unfamiliar pickup and
drop-off locations and in selecting the most efficient route, helping commuters get to their
destinations faster. Taxi operators have also developed smartphone taxi booking
applications to improve their level of service to commuters. Consumers are now not only able
to get taxis by hailing them along the roads, finding them at designated taxi stands or by
making a telephone booking, but they are also able to harness mobile technology, using their
mobile applications on their smartphones conveniently. These applications also include
tracking features which allow commuters to map the location of their taxis en route to their
pickup addresses as well as their estimated waiting times.
Third-party companies have also leveraged on technology to make taxi services more
convenient to commuters. In addition to bringing the mobile booking services of various taxi
operators under a single platform, some third-party mobile applications seek to complement
existing booking systems by connecting taxi drivers directly with commuters. By
automatically detecting the location of the commuter using a smartphones built-in GPS,
these applications show the number of available taxis nearby and allow nearby taxis to bid
for the booking, increasing the likelihood of a successful booking. These smartphone
applications seek to enhance the accessibility of taxis to commuters and to ease chronic taxi
shortages during certain time periods.
Fare hikes heightened public dissatisfaction
Alongside the rising cost of living in Singapore, taxi fare hikes between 2011 and 2013 have
also triggered dissatisfaction amongst the local population. Taxi fares although
transparent, with all taxi rides metered and fare structures clearly displayed in each taxi are
found to be particularly confusing for commuters. In Singapore, different taxi operators
possess different types of car models, each with different flag-down rates (see Table 8). To
further complicate the fare structures according to vehicle model, commuters might need to
pay surcharges on top of their standard fare, depending on the time of day (i.e. peak hours
and midnight surcharges) and the area where they board the taxi. The various times and
location-based surcharges also vary according to taxi operator and type of taxi, leading to
frustrations amongst commuters.
1

Land Transport Authority of Singapore, based on Average Trip Distance taxi (km/passenger-trip)

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PROSPECTS, BUSINESS STRATEGIES AND PLANS


With the confusing fares charged by different operators, the LTA, which oversees land
transport issues in Singapore, will be working with the Public Transport Council and the taxi
operators to assess how taxi fare structure could be simplified and easily compared across
the different taxi services. The assessment is performed to better serve the interest of
commuters and also to balance the interest and impact on the taxi drivers.
Rising prices of COEs dampening taxi supplies in Singapore
The LTA releases a set quota of COEs in the various categories for competitive bidding. Prior
to 2012, taxis operators participated in the common COE bidding process with the rest of the
vehicle buyers. However post 2012, in a bid to ease rising COE prices and make taxis more
readily available to commuters, the LTA removed taxis from the COE bidding process. Taxi
operators seeking to expand their fleets or register replacement taxis now pay the prevailing
quota premium, a three-month moving average of COE prices, in the small car segment in
Category A instead of participating in the bidding process. In addition, the quota for taxi fleet
expansion is now taken from the Open Category, which can be used to register vehicles in
any COE category, increasing the supply of COEs in Category A to other vehicle buyers. As
a result, taxi operators seeking to expand their fleets or replace existing vehicles have to
consider the prevailing bidding rates for COE.
Pronounced hikes in COE prices since 2011 as well as changes in COE taxi regulations have
held back expansion plans of many taxi operators. Since 2011, COE prices have surged due
to a reduction in the supply of COEs released as the LTA sought to encourage Singapore
towards reduced growth in vehicle numbers. As a result, prevailing bidding prices for COEs
have soared. Taxi operators will now incur a higher investment cost should they decide to
expand their taxi fleets, resulting in a slowdown in their fleet expansion plans.
2.1 Industry Outlook
Governments policies expected to regulate future growth of sector
The total number of taxis in Singapore is expected to reach 30,047 in 2018, registering a
CAGR of 1.9% from 2014 to 2018. While the industry still enjoys a huge upside potential as
Singapores current taxi supply is not sufficient to support the demand as indicated by
various industry sources, a newly announced government regulation in 2013 will inevitably
limit the growth of fleet size in Singapore.
As with the growth in the taxi fleet size, the similar growth pattern is observed and projected
for the customer value spend on taxi services in Singapore. In the forecast period, customer
value spend on taxi services is estimated to enjoy a CAGR of 2.6%, from S$3,880.2 million
in 2014 to S$4,298.7 million in 2018. Although growth for customer value spend in the
forecast period is anticipated to be less spectacular than as compared to the historical
period, this is due less to underperformance by the taxis than the after effects of the two
nationwide taxi fare increments in 2007 and 2011. The last full scale taxi fare hike was at the
end of 2011; it is still extremely premature for taxi operators to make announcements
regarding future fare increments. Hence, forecast data does not take price changes into
account. While the industry is not expected to register growth that is as high as before, it is
important to note that demand for taxi services remains strong, driven by both locals and
international visitors.

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Taxi fare structure will likely remain unchanged
Industry sources have commented that any fare adjustment would most likely come in the
form of higher flag-down rates for new models of taxis introduced by the various taxi
operators. Given that the last taxi fare hike was in 2011, it would be premature for taxi
operators to announce another round of fare increments. Increasing the flag-down rates for
newer models would trigger less public flak given the need for taxi operators to adjust
flag-down rates accordingly with increases in operating and investment costs for their newer
taxi models.
Table 3 Forecast Taxi Fleet Statistics, Singapore, 2014-2018
Total No. of Taxis
30,047
29,481
28,928
28,391
27,871

2014

2015

2016

2017

2018

Y-O-Y Growth %

2014

2015

2016

2017

2018

CAGR
2014-2018

Taxi Fleet Size


(Total No. of Taxis
in SG)

0.6%

1.9%

1.9%

1.9%

1.9%

1.9%

* All figures quoted above have been rounded to the nearest one decimal point.

Source: Euromonitor International after desk research and trade interviews with the Land Transport Authority of
Singapore and a sample of leading taxi operators and taxi drivers

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Table 4 Forecast Customer Value Spend on Taxi Services, Singapore, S$ mn,
2014-2018
Customer Value Spend S$ mn
4,094

4,299

3,986

4,196

3,880

2014

2015

2016

2017

2018

Y-O-Y Growth %

2014

2015

2016

2017

2018

CAGR
2014-2018

Customer Value Spend

2.5%

2.7%

2.7%

2.5%

2.4%

2.6%

* All figures quoted above have been rounded to the nearest one decimal point.

Source: Euromonitor International after desk research and trade interviews with trade associations and a sample of
leading taxi operators and taxi drivers

2.2 Trends and Drivers


New rulings from authorities affecting growth in fleet size
Growth in Singapores total taxi fleet size is expected to be limited in the forecast period. New
rulings from the LTA have set a limitation of up to 2% annual growth on increases in taxi fleets
for taxi operators if they meet the required standards of service. This has led to fears that the
limitation on growth in taxi fleets will further worsen the supply and demand imbalances of
taxi services.
Nonetheless, some industry sources have commented that this limitation on growth in taxi
fleets will help ensure that taxi operators better utilise existing taxi fleets and also address
the issues of unsatisfactory service standards. Taxi operators will now have stronger
willingness to monitor and assess the performance of taxi drivers and retain higher
performance drivers to raise the service standards of taxi services. From January 2014, LTA
has made their requirements more specific when it comes to Taxi Availability (TA). Taxi
operators now have to ensure that 80% of the fleet accrued at least 250km per day and that
80% of the fleet will need to be on the roads during peak periods. While the effectiveness of
the new requirements in raising TA standards can yet be fully assessed, it is believed to have
a positive spin on the customer value spend on taxi services in the near future. This is held
with the assumption that by meeting the minimal mileage and being on the road during peak
hours, taxis will be able to cater to the excess demand for taxi services in Singapore.

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PROSPECTS, BUSINESS STRATEGIES AND PLANS


Buoyant outlook for tourism developments supporting demand for taxis from tourists
Singapore was recently named Asias Top Convention City for the 11th year running in 2013,
and is expected to continue receiving business travellers for Meetings, Incentives,
Conventions and Exhibitions (MICE). In 2012 Singapore hosted a record 150 International
Congress and Convention Association (CCA) events, representing an increase of 5.6% in
number of events from 142 in 2011. This accounts for approximately one-quarter of total
tourism receipts. Furthermore, the constant upgrading of tourist attractions the latest one
being Gardens by the Bay is expected to attract tourist arrivals to Singapore. This is
anticipated to contribute to the increase in demand for taxi services.
Continual demand for taxis as positive population growth predicted
According to the government-issued white paper on Singapores population growth
trajectories in 2013, it is estimated that by 2020, Singapores total population will reach
between 5.8 and 6 million, growing by 1.3-1.6% annually, depending on birth rates,
immigration and life expectancy. Singapores growing population will place greater demands
for public transport and public housing.
Taxis, which form an integral part of Singapores transport system, will benefit from the
increase in Singapores population and demand for taxi services is expected to rise in
tandem with Singapores population growth. In addition, while the government has
implemented plans to enhance the comprehensiveness of our transport system through
improving rail connectivity and capacity and expanding bus services, it is possible that
demand for public transport may outpace initial infrastructure development. Taxis, which are
also considered as a means to bridge the gap between public transport and private car
ownership, is expected to see continual demand for its services when demand for public
transport, driven by the fast growth in Singapores population, fall short.
Possible industry consolidation as operators struggle to meet new standards
In addition to affecting the growth in taxi fleet sizes, the new standards are also likely to lead
to a consolidation of the taxi industry. Since the implementation of the new standards, only
Comfort, the largest taxi operator, has been able to meet the standards consistently. The
other taxi operators have been able to meet the standards in some months, but not others.
Already, SMART Cabs operating licence was not renewed due to multiple failures in its
Quality of Standards over the past few years. With rising standards to adhere to and punitive
measures taken against taxi operators in the form of restriction in growth of taxi fleets,
smaller operators face the risk of being flushed out of the market. With the inability to meet
service targets, smaller operators will face a restriction to the growth of their taxi fleet. If the
situation persists for long, their fleet size might fall short of the LTA minimum fleet size
requirement of 800 taxis and they might be flushed out of the market. Coupled with rising
fixed costs as COE premiums are expected to continue surging, consolidation in the industry
is anticipated to occur as the larger operators seek to grow larger through strategic
acquisition of taxi assets and reap economies of scale.
Third-party taxi booking applications starting to make headway in Singapore
Recognising the widespread usage of smartphones with GPS functions in Singapore,
third-party taxi booking applications began launching in Singapore in late 2013, offering
real-time location tracking and linking taxi drivers directly with passengers to book a taxi for
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PROSPECTS, BUSINESS STRATEGIES AND PLANS


an immediate pick-up or a scheduled ride. While commuters are drawn to these applications
for its convenience and ease of usage, the applications have been especially popular with
taxi drivers from the smaller taxi companies as their smaller taxi fleet size meant that they
get less booking calls than the market leaders.
Despite their recent introduction into Singapore, these applications have been gradually
making waves in the industry. Taxi drivers have highlighted the benefits of knowing the
passengers destination in advance to better plan their schedule while commuters have
commented positively on the increased ease of obtaining a taxi. However, there have been
concerns raised in various media sources about the possible increase in difficulty in hailing
a taxi on the road as more taxi drivers cater to phone-or application-based demand.
At present, the LTA has taken a light-handed approach and has avoided regulating such
applications, except to make clear that taxi drivers using these applications cannot collect
fares which exceed what their companies have set. While it remains to be seen if the
widespread usage of these applications and their related services would lead to the rise of
unwanted practices, it has been generally accepted that these applications have taken a big
step in alleviating the taxi crunch by better matching demand and supply.
3.

Taxi Penetration in Singapore


Table 5 Taxi Penetration in Selected Cities
2012

Jakarta London 1

Tokyo

18,138

41,623

22,168

51,000

5,312.4

7,173.9

28,842.0

8,308.4

13,230

5.3

2.5

1.4

2.7

3.9

Singapore

Hong Kong

Taxi Fleet Size

28,210

Population (000s)
Taxi Penetration
(Taxis per 1,000 People)

1. Figures quoted for London is updated for year 2013, as statistics are available on a bi-annual basis.

Sources: Euromonitor International after desk research on Land Transport Authority of Singapore, Hong Kong
Census and Statistics Department and Indonesia Badan Pusat Statistik, Office for National Statistics UK and
Statistics Bureau of Japan

With taxi penetration defined as the number of taxis per thousand people, Singapores taxi
penetration ranks among the highest among major cities in Asia. At 5.3 taxis per thousand
people, Singapores taxi penetration rate is 2.1 times higher than Hong Kong and 2.0 times
higher than London. Nonetheless, there has been persistent public feedback that taxi supply
remains inadequate and unable to meet public demand of their services, particularly during
the peak periods. The high taxi penetration rate in Singapore could also be due in part to the
fact that motor vehicle ownership in Singapore is fairly high compared to the rest of the costs
of living.
Given the high penetration rate of taxis in Singapore and the governments stance on
maintaining sustainable vehicle population growth, industry sources are of the opinion that
the main issue would be to increase accessibility of taxi services and making sure that taxis
spend more time on the roads serving customers. It has been observed that many taxis are
currently driven by a single hirer and do not work for extended hours. The government has
introduced new measures in 2013 and most recently in Jan 2014, requiring taxi operators to
have 80% of their fleet chalk up at least 250km per day and for a similar proportion to ply the

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PROSPECTS, BUSINESS STRATEGIES AND PLANS


roads during peak hours in a bid to increase accessibility of taxi services without increasing
the size of the taxi fleet size drastically. Given the recent implementation of these measures,
the effects on meeting consumer demand for taxi services have yet to be seen.
4.

Competitive Landscape
Singapores taxi industry is highly consolidated, with only six licensed taxi operators
operating a fleet of approximately 27,000 vehicles. These are, in descending order of market
share by fleet size, ComfortDelGro Corporation Limited (CDG), Trans-cab Services Pte Ltd
(Trans-cab), SMRT Corporation Ltd (SMRT), Premier Taxis Pte Ltd (Silver Cab), Prime Car
Rental & Taxi Services Pte Ltd (Prime), and Yellow-Top Taxis.
Yellow-Top, one of the first organised taxi operators in Singapore, is technically not a TOL
company but rather a group of independent taxi drivers. Yellow-Top is expected to be phased
out eventually, as under the LTAs regulations, all taxis are subject to a statutory lifespan of
8 years. The taxi owners may then choose to purchase a new replacement taxi which will last
for another 8 years or enter into a hiring agreement with any of the TOL companies to be a
main hirer or relief driver.
Chart 1 Fleet Size of Taxi Operators, 2013
Yellow-Top
1%
(267)

Prime
3%
(904)
Premier
7%
(2,065)

Comfort

SMRT
12%
(3,454)

Trans-Cab
Comfort
45%
(12,356)

CityCab
15%
(4,246)

SMRT
Premier
Prime

Trans-cab
16%
(4,403)

Taxi Operator

CityCab

Yellow-Top

Fleet Size, 2013

% Share of Total Fleet, 2013

Comfort 1

12,356

45%

Trans-cab

4,403

16%

CityCab 1

4,246

15%

SMRT

3,454

12%

Premier

2,065

7%

Prime

904

3%

Yellow-Top

267

1%

27,695

100%

Total

1. Comfort and CityCab belong to ComfortDelGro Corporation Limited

Source: Land Transport Authority of Singapore

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PROSPECTS, BUSINESS STRATEGIES AND PLANS


CDG, SMRT and Yellow-Top were present in the 1990s, and the other four companies
entered the market post-deregulation in 2003. CDG is by far the largest taxi operator in
Singapore with a 60% share of Singapores total taxi fleet. Due to its massive size and
investment in taxi-related technological infrastructure in Singapore, CDG enjoys the bulk of
phone bookings and mobile bookings from Singaporeans.
The second-largest taxi operator by fleet is Trans-cab. It experienced rapid fleet growth
during the review period, registering an impressive CAGR of 13.7% from 3,159 in 2009 to
4,638 in 2012. In 2013, Trans-cabs total fleet size amounted to 4,403.
SMRT, like CDG, is a major player in the land transport industry in Singapore, having
businesses in rail (both mass rapid and light rail transit), bus and taxi. It also has other
business units including advertising and engineering.
While the taxi services industry has been deregulated since 2003, high entry barriers remain.
The business is capital-intensive considering the prices of vehicles and the additional burden
of COEs. Substantial capital outlay is also required to set up maintenance workshops for the
taxis. The revised QoS standards also meant that taxi operators are now required to equip
their entire taxi fleet with the capability to identify taxis within the vicinity of the caller and
assign call booking jobs to taxis in the vicinity, warranting the need to invest in a
satellite-based tracking and booking system. In addition, the presence of a minimum fleet
size requirement requires taxi operators to have at least 800 taxis by the end of the
fourth-year in operation to meet the revised QoS standards and this will put greater pressure
on smaller taxi operators or new entrants to meet the minimum fleet size requirements.
The trend of more taxi operators entering the market is not expected to continue due to the
LTAs minimum service standards imposed on taxi operators, which will undoubtedly serve as
a barrier to many small companies.

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PROSPECTS, BUSINESS STRATEGIES AND PLANS


Table 6 Taxi Operators and Customer Value Spend, S$ mn, 2013
1,689

602

580
472
282
124
36

Comfort

Taxi Operator

Trans-Cab

CityCab

SMRT

Premier

Prime

Yellow-Top

S$ mn

% Share

1,689

45%

602

16%

580

15%

SMRT

472

12%

Premier

282

8%

Prime

124

3%

36

1%

3,785

100%

Comfort

Trans-cab
CityCab

Yellow Top
Total

1. Comfort and CityCab belong to ComfortDelGro Corporation Limited

Source: Euromonitor International after desk research and trade interviews with trade associations and a sample of
leading players.
NB: The market share data (by Customer value spend) reported above has been determined via a fieldwork
program consisting of desk research and trade interviews. While audited data was available for some of the
companies, they typically do not break the revenue numbers into the relevant categories which were covered in this
study. For these companies as well as those companies that are included in the market shares but are not publicly
listed, we have estimated the markets shares based on estimates provided by various trade sources (i.e. not just
the companies themselves) and seeking a consensus on these estimates as much as possible.

Customer value spend is strongly driven by the availability of taxis on the road, the vehicle
models utilized and fare structures set by the various taxi operators. Essentially, the taxi
operators with the larger taxi fleets will occupy a larger customer value spend.

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PROSPECTS, BUSINESS STRATEGIES AND PLANS


5.

Taxi Fare Structure


The Public Transport Council (PTC) is an independent body that regulates bus services, bus
service operators, ticket payment services and bus and rapid transit system fares.
Established in August 1987 under the Public Transport Council Act (Cap 259B), the PTC
operates within the framework of the PTC Act and the prevailing public transport policies. The
PTC works closely with players in the public transport industry and in partnership with other
public agencies including the LTA, to establish an affordable public transport system.
Since 1 September 1998, the PTC has deregulated taxi fares, allowing operators to set their
own fares. This provides more flexibility for operators to price their services according to the
cost of service provision and to better respond to changes in market conditions. Taxi
operators need only inform the PTC of any fare adjustments two weeks in advance and
inform the public a week before implementing fare changes.
The table 7 below depicts the current taxi fare structure, according to the LTA and table 8
showcases the different flag-down rates applicable for various taxi operators and taxi
models.
Table 7 Taxi Fare Structure, 2013
Flag-down Fare

S$3.00 S$5.00
S$0.22 per 400m
(above 1km-10km)
S$0.22 every 350m
(above 10km)

Distance Fares 1
Waiting Time 1

S$0.22 every 45 seconds

Peak Hour Surcharge


6:00 am to 9:30 am, Monday-Friday
6:00 pm to Midnight, Monday-Sunday & Public Holidays

25% of meter fare

Midnight Surcharge
Midnight to 5:59 am

50% of meter fare

City Area Surcharge


5:00 pm to Midnight
Monday-Sunday & Public Holidays

S$3.00

Changi Airport Surcharge


(Includes Changi Air Freight Centre)
5:00 pm to Midnight (Friday to Sunday)
All Other Times

S$5.00
S$3.00

Seletar Airport Surcharge

S$3.00

Marina Bay Sands


6:00 am to 4:59 pm
(Applicable Only on Sundays & Public Holidays;
Not Applicable for Comfort, CityCab, Trans-cab,
Premier & Yellow-Top taxis)

S$3.00

Resorts World Sentosa

S$3.00

Singapore Expo Centre

S$2.00

1. Applicable to most taxis except for SMRT Chrysler, Comfort/CityCab Mercedes Benz, Trans-cab Mercedes
Benz, Premier Mercedes Benz and Premier KIA Carnival taxis

Source: Land Transport Authority of Singapore

133

PROSPECTS, BUSINESS STRATEGIES AND PLANS


Table 8 Flag-down Fares of Top 5 Taxi Operators, as at November 2013

Taxi Model(s)
Taxi
Operator/
Flag-down
Rate
Comfort

$3

$3.20

Toyota
Crown

Hyundai
Sonata

CityCab

Toyota
Crown

Hyundai
Sonata

Trans-cab

Toyota
Crown

SMRT

Toyota
Crown

Premier

Toyota
Crown,
Nissan
Cedric

Prime

Kia
Magentis,
Toyota
Wish,
(CNG)
Hyundai
i30 Wagon
Toyota
Axio,
Honda Fit,
Honda
Airwave,
Honda
Partner

$3.40

Toyota
Camry
Hybrid
Toyota
Camry
Hybrid
Toyota
Wish

$3.50

$3.60

$3.70

$3.80

$3.90

$4.50

$5.00

Hyundai
i40

Limousine

Hyundai
i40

Limousine

Chevrolet
Epica II

Chevrolet
Epica

Toyota
Prius,
Hyundai
Azera
(CNG)

Chrysler
300C

Toyota
Prius,
Skoda
Superb

Kia
Optima

MercedesBenz,
Renault
Latitude
MercedesBenz,
London
Cab,
Ssangyong
Space,
Hyundai
Starex
Kia
Carnival

Toyota
Allion,
Toyota
Premio,
Toyota
Wish,
Toyota
Fielder,
Honda
Stream,
Hyundai
Avante,
Honda
Freed 2

Toyota
Prius 1.5

Toyota

Camry/
Camry
Hybrid,
Toyota
Estima,
Honda
Stepwagon,
Toyota
Prius1.8

Toyota
Vellfire

MercedesBenz
E-220

1. The list of taxi models for each company is not meant to be exhaustive
2. Flag down fare available as at December 2013

Source: ComfortDelGro Corporation Limited, Trans-cab Services Pte Ltd, Prime Car Rental & Taxi Services Pte Ltd,
SMRT Corporation Ltd, Premier Taxis Pte. Ltd

For and on behalf of


Euromonitor International Limited

2014
Name:
Designation:
134

PROSPECTS, BUSINESS STRATEGIES AND PLANS


TREND INFORMATION
Based on our Groups operations, we have observed the following trends for FY2014:
Increase in demand for taxi services
We expect the demand and consumer value spend for taxi services in Singapore to continue
to increase due to a growing population, rising household income levels and a vibrant tourism
sector. Moreover, high COE prices, as well as the imposition of limits on the amount and
tenure of bank loans for motor vehicle purchases, have rendered the ownership of private
vehicles costly and unattractive, which in turn encourages the use of public transport
including taxis. The increase in the demand for taxi services will support the growth of our
taxi fleet, subject to the cap of 2% per annum (between 2014 and 2016) imposed by LTA on
the expansion of our taxi fleet.
Higher rental costs for taxis
We expect the rental costs for taxis to increase as new models of taxis are being introduced
and the older models are recalled and scrapped at the end of their eight-year operating
lifespan. This is due to higher investment costs to purchase, and higher operational costs to
maintain and service, the new models. For instance, the first year rental for our new Renault
Latitude taxi is S$125 per day, while the eighth year rental for a Toyota Crown taxi is only
S$76 per day 1 .
Increase in cost of sales
We also expect the cost of sales, which consists of overhead costs, material costs and
drivers incentive payments, to continue to increase. In particular, we note that the cost of
spare parts, as well as insurance premiums, have been on the rise and have contributed to
the increase in our cost of sales for the past three (3) financial years and HY2014.
Save as disclosed above and under the sections titled Risk Factors and Managements
Discussion and Analysis of Results of Operations and Financial Condition of this Prospectus
and barring unforeseen circumstances, our Directors are not aware of any other trends,
uncertainties, demands, commitments or events that are reasonably likely to have a material
effect on our net sales or revenues, profitability, liquidity or capital resources, or that would
cause financial information disclosed in this Prospectus to not be necessarily indicative of
our future operating results or financial condition.
ORDER BOOK
We do not maintain an order book.

By September 2014, all our Toyota Crown taxis were recalled and scrapped.

135

PROSPECTS, BUSINESS STRATEGIES AND PLANS


BUSINESS STRATEGIES AND FUTURE PLANS
We aim to become a major public transport operator in Singapore by expanding our taxi
services business and diversifying our range of transport services through the following
business strategies and future plans:
Expansion of our taxi operations
As at 30 June 2014, we have a fleet of 4,686 taxis, and we are the second largest taxi
operator in Singapore by fleet size. In view of the expected increase in demand for taxi
services and in order to maintain our market position as one of the largest taxi operators in
Singapore, we will take active steps to meet the Taxi Availability Standards imposed by the
LTA and expand our fleet of taxis. Please refer to the section titled Our Business Licenses,
Permits and Approvals of this Prospectus for details relating to the Taxi Availability
Standards. As we have satisfied the Taxi Availability Standards for the second half of 2013,
we are entitled to expand our taxi fleet size by 1% in the second half of 2014. As at 30 June
2014, we intend to introduce 498 taxis to replace vehicles that were previously scrapped and
not yet replaced, as well as another 218 and 99 taxis to replace vehicles that are or will be
due for recall and scrapping in the remaining of FY2014 and FY2015 respectively. These new
taxis will be progressively rolled out in FY2014 and FY2015, and in aggregate, we expect to
increase our fleet to around 5,010 and 5,234 taxis by the end of FY2014 and FY2015
respectively. Separately, we may bring forward the recall and scrapping of up to 500 units of
CNG-powered Toyota Wish taxis to FY2015 (such taxis are otherwise due for recall and
scrapping in FY2016), and to replace them with new taxis.
Besides growing organically, we may consider growing via strategic acquisitions to reap
economies of scale if and when the opportunity arises. Since the implementation of the Taxi
Availability Standards, not all taxi operators have been able to meet the standards
consistently. With rising standards to adhere to and punitive measures taken against taxi
operators in the form of restrictions in the growth of taxi fleet, coupled with the high fixed
costs resulting from high COE prices, smaller operators may find it difficult to expand their
fleet to compete effectively in the market. Consolidation in the industry may occur and there
may be opportunities for us to increase our taxi fleet by way of acquiring other taxi operators
or their taxi assets or taxi licences. As at the Latest Practicable Date, we are not in the
process of acquiring other taxi operators or their taxi assets or taxi licences.
We intend to set aside S$30.0 million from the net proceeds of the Offering and the issuance
of the Cornerstone Shares for the expansion of our taxi operations. As at the Latest
Practicable Date, based on an estimated purchase price of a new Renault Latitude taxi of
approximately S$102,000 (including an assumed COE price), and assuming that our Group
finances 90% of the purchase price using hire purchases, it is estimated that we will utilise
approximately S$2.3 million and S$8.4 million of the net proceeds towards the expansion of
our taxi fleet for the remainder of FY2014 and FY2015 respectively.
Diversification into other transport businesses
With continued economic growth, a rising population and a vibrant tourism sector, the
demand for transport services in Singapore, including taxi services, public and private bus
services, rail as well as the leasing of vehicles, is expected to increase. To address the
demand for public transport services, the LTA is working with bus operators to roll out various
initiatives, including increasing the number of buses, bus routes and bus lanes in Singapore.

136

PROSPECTS, BUSINESS STRATEGIES AND PLANS


In May 2014, the LTA announced that, with the bus service operating licences for two (2)
existing bus operators expiring on 31 August 2016, it intends to restructure the public bus
industry to one where it contracts bus operators to operate bus services through a
competitive tender process. The LTA will determine the bus services to be provided and the
service standards, and bus operators will bid for the right to operate these services. They will
be paid fees to operate the bus services, while fare revenue will be retained by the
government. The LTA has announced that it will put up for tender three (3) sets of bus
services which in aggregate comprise about 20% of the existing bus services in 2014 and
2015. In October 2014, the LTA announced that the first set of bus services offered consists
of 24 existing bus services serving largely the Jurong East and Bukit Batok areas.
Capitalising on our experience in the public transportation industry and our expertise in fleet
management from our operation of the taxi services business, our Group intends to venture
into other transport businesses and diversify the range of services that we offer. We are
currently studying the Bulim Bus Package and subject to our review and assessment of the
viability of operating a bus service, we may at the appropriate time put in a bid to LTA for the
right to operate such bus service. In addition, we are exploring the feasibility of undertaking
the business of leasing vehicles such as trucks, vans, private buses and cars. We may
consider diversifying into such businesses through acquisitions, investments, joint ventures
and/or strategic partnerships if and when the opportunity arises.
We intend to set aside S$30.0 million from the net proceeds of the Offering and the issuance
of the Cornerstone Shares for diversification into other transport businesses.
We are still in the preliminary stages of exploring the foregoing business opportunities and
no plans have been finalised. If these opportunities do not materialise, the Company may
re-allocate the net proceeds from the Offering and the issuance of the Cornerstone Shares
for the expansion of our taxi operations and other purposes. Such re-allocation of the net
proceeds from the Offering and the issuance of the Cornerstone Shares (if any) will be
disclosed in a SGXNET announcement posted on the SGX-STs website at
http://www.sgx.com.
Investment in technology and innovation
We recognise that our call centre and our taxi booking and dispatching system are important
to our operations, as it improves the efficiency of our taxi drivers by minimising vacant taxi
cruise time and enhances services to taxi commuters by reducing booking and waiting time.
We also recognise that, with our expanding operations, the use of a more comprehensive
accounting software will enhance our accounting and financial reporting functions.
As such, we intend to invest in:
(a)

the development and improvement of our call centre system and taxi booking and
dispatch system (including the upgrading of hardware and software) in order to build a
complementary service platform to further improve commuter convenience and
increase taxi driver productivity in the first quarter of 2015;

(b)

the upgrading of our accounting and operating software to have higher data mining
capabilities and improve the compiling of operational and financial data and
customisation of reports in the second quarter of 2015; and

137

PROSPECTS, BUSINESS STRATEGIES AND PLANS


(c)

the setting up of a server room in the Companys new headquarters at 2 Ang Mo Kio
Street 63, which will be maintained by our in-house IT team (and potentially an offsite
data centre to be maintained by an external service provider) in the third quarter of
2015.

We intend to set aside S$4.0 million from the net proceeds of the Offering and the issuance
of the Cornerstone Shares, as well as utilise our internal resources (if required), for such
investment in technology and innovation.
Construction and refurbishment of new corporate headquarters
Our headquarters and in-house workshops for general repairs and maintenance are currently
located at 58 and 60 Defu Lane 1, Defu Industrial Estate. We have another workshop at 42
Sungei Kadut Street 1 for repairs arising from accidents. To accommodate the future growth
of our business and expansion of our fleet of taxis, and to ensure that we have sufficient
space to provide quality repair and maintenance works, we have in August 2014 acquired a
new site located at 2 Ang Mo Kio Street 63 for a cash consideration of S$61,000,000.
We intend to construct and refurbish a new corporate headquarters on the new property,
which will house our call centre, a repair and maintenance centre and a diesel pump station.
The construction and refurbishment commenced in September 2014 and we will take about
nine (9) months to one (1) year to complete the construction and refurbishment and to
relocate to the new corporate headquarters. The cost of such construction and refurbishment
is estimated to be approximately S$3.0 million.
We intend to set aside S$3.0 million from the net proceeds of the Offering and the issuance
of the Cornerstone Shares to fund the construction and refurbishment of our new corporate
headquarters.

138

DIRECTORS, MANAGEMENT AND STAFF


MANAGEMENT REPORTING STRUCTURE

Board of Directors

Chairman and CEO


Teo Kiang Ang
Executive Director
and Deputy CEO
Tan Lee Tiang

Financial Controller
Lim Jin Hong

General Manager
Tan Siew Kim

Senior Accounts Executive


Toh Sin Hwee

Operations Executive
Ho Pei Ping

DIRECTORS
Our Board is entrusted with the responsibility for the overall management of our Group. The
particulars of our Directors are as follows:
Name

Age

Address

Position

Teo Kiang Ang

64

58 Defu Lane 1,
Defu Industrial Estate,
Singapore 539498

Chairman and CEO

Tan Lee Tiang

53

58 Defu Lane 1,
Defu Industrial Estate,
Singapore 539498

Executive Director and


Deputy CEO

Lim Teck Chai, Danny

41

58 Defu Lane 1,
Defu Industrial Estate,
Singapore 539498

Lead Independent
Director

Tan Hup Foi @ Tan Hup Hoi

64

58 Defu Lane 1,
Defu Industrial Estate,
Singapore 539498

Independent Director

Khoo Yee Hoe

63

58 Defu Lane 1,
Defu Industrial Estate,
Singapore 539498

Independent Director

Information on the business and working experience of our Directors is set out below:
Teo Kiang Ang is the Chairman and CEO of our Company. Mr. Teo co-founded our Group in 2003
and is principally in charge of (i) our Groups overall business policies and strategic direction and
(ii) the overall management of our business operations and development. Mr. Teo has

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DIRECTORS, MANAGEMENT AND STAFF


approximately 11 years of experience in the taxi services business and approximately 16 years of
broad-based high level management experience. He is also the founder, major shareholder and
non-executive Chairman of Union Energy, a leading supplier of LPG in Singapore. Mr. Teo started
his career with Ban Hong Pte Ltd in 1968 as a sales representative before establishing Choon Hin
Company in 1975, which was involved in the businesses of cylinder LPG delivery and the retailing
of sundry items. From 1998 to 2002, Mr. Teo was the Managing Director of Sembas International
Trading Pte Ltd, which was involved in the LPG business. He was also the Managing Director of
Union Energy from 2003 to 1 November 2014. Mr. Teo serves as a committee member of Ngee
Ann Kongsi and the Teo Ann Huay Kuan, and was awarded the Public Service Medal (Pingat Bakti
Masyarakat) in 2011.
Tan Lee Tiang is an Executive Director and Deputy CEO of our Company. Mdm. Tan co-founded our
Group in 2003 and is responsible for assisting our CEO in the formulation of our Groups overall business
policies and strategic direction, and is principally in charge of the day-to-day business operations of our
Group. Mdm. Tan has approximately 11 years of experience in the taxi services business. Mdm. Tan
began her career with Hup Lee Service Station from 1980 to 1984 as an Operation Manager, and from
1984 to 1993, she was the General Manager of a trading company.
Lim Teck Chai, Danny is an Independent Director and was appointed to our Board on 29 October
2014. He is currently an equity partner at Rajah & Tann Singapore LLP. Mr. Lim joined Rajah &
Tann Singapore LLP in 1998 and has since been practising and advising on all aspects of
corporate legal advisory and transactional work, both locally and regionally. He has a wide range
of experience in acquisitions, investments, takeovers, initial public offerings and restructurings,
amongst others, and his clients include multi-national corporations, small medium enterprises,
private equity and institutional investors, Singapore and foreign listed companies, financial
institutions and others. Mr. Lim graduated with a Bachelor of Law (Honours) degree from the
National University of Singapore in 1998 and a Master of Science (Applied Finance) degree from
Nanyang Technological University in 2006.
Tan Hup Foi @ Tan Hup Hoi is an Independent Director and was appointed to our Board on
29 October 2014. Mr. Tan has over 30 years of experience in the transportation industry. He joined
Trans-Island Bus Services Ltd (now known as SMRT Buses Ltd) in 1987 as a General Manager,
and was appointed its Managing Director from 1994 to 2001 and its Chief Executive from 2001 to
2005. He was also the Deputy President of SMRT Corporation Ltd from 2003 to 2005 and the
Managing Director of SMRT Taxis Pte Ltd from 1999 to 2005. Mr. Tan is currently the chairman of
the audit committee of CSC Holdings Limited and Cityneon Holdings Limited, which are listed on
the Main Board of the SGX-ST. Mr. Tan has been the Honorary Vice President of the International
Association of Public Transport (UITP) and Honorary Chairman of UITP Asia-Pacific Division since
2005. He is also a member of NTUC-U Care Fund Board of Trustees. He was awarded the Bintang
Bakti Masyarakat (Public Service Star) in 2008 and the Pingat Bakti Masyarakat (Public Service
Medal) in 1996 by the President of Singapore. Mr. Tan graduated from Monash University in
Australia with an Honours degree in Engineering in 1975 and he obtained a Master of Science
(Industrial Engineering) degree from the University of Singapore in 1979.
Khoo Yee Hoe is an Independent Director and was appointed to our Board on 29 October 2014.
Mr. Khoo is a highly regarded banker with over 40 years of multi-faceted experience in the
financial services industry. From 1985 to 2003, Mr. Khoo assumed various management positions
at Citibank NA Singapore, his key appointments being the Secured Assets Finance Group Head
and the Business Director of Global Consumer Banking. Mr. Khoo joined DBS Bank in August
2003 as Managing Director and Head of Corporate and Enterprise Banking Group, where he was
responsible for the management and growth of DBS enterprise banking business in Singapore
and the rest of the Southeast Asian region. In September 2011, Mr. Khoo stepped down as Head
140

DIRECTORS, MANAGEMENT AND STAFF


of Corporate and Enterprise Banking and was re-designated as Senior Adviser of Enterprise
Banking, and in January 2012, as Senior Adviser of DBS Bank Singapore. Mr Khoo has, since
October 2013, retired and relinquished all positions at DBS Bank.
The list of present and past directorships held by our Directors in the last five (5) years preceding
the Latest Practicable Date (excluding those held in our Company) are as follows:
Name

Present Directorships

Past Directorships

Teo Kiang Ang

Group Companies

Group Companies

Trans-cab Auto Services


Trans-cab Logistics
Trans-cab Services

Nil

Other Companies

Other Companies

Nil

A Investments Pte. Ltd.


Azilla Assets Pte. Ltd.
B Investments Pte. Ltd.
Changi Investments Pte. Ltd.
Cheng Kharp Foam Manufacturers
Pte Ltd
Choon Hin Gas Supply Pte. Ltd.
Choon Hin Investments Pte. Ltd.
Choon Hin (T.K.A.) Trading Pte Ltd
Citiwood Pte. Ltd.
D Investments Pte. Ltd.
East Bright Pte. Ltd.
Excell Gas Services Pte. Ltd.
Firstway LPG Pte. Ltd.
Gasmart Pte. Ltd.
Health Domain Pte. Ltd.
Jurong Ind. LPG Pte. Ltd.
L Investments Pte. Ltd.
Leong Yew Timber Co (Pte) Ltd
North Bright Pte. Ltd.
Oasis Holdings Private Limited
Oasis Investments Pte Ltd
Oasis Paradise Pte Ltd
See Young Investments Holdings
Pte. Ltd
Sembas (Asia) Trading Pte. Ltd.
Sembas International Trading Pte Ltd
Semgas (S) Pte. Ltd.
Semgas Supply Pte. Ltd.
Singapore Taxi Academy
Solid Capital Pte. Ltd.
Summit Gas Systems Pte. Ltd.
TAS Services
TCL Construction Pte. Ltd.
TCSP Investments
TCSP
T K A Construction Pte. Ltd.
TK90 Pte. Ltd.
TKA Developers Pte. Ltd.
UE Land Pte. Ltd. (formerly known
as Tong Nam Timber Co (Pte) Ltd)
Union Energy Corporation Pte. Ltd.
Union Energy Pte. Ltd.
Union Gas Pte. Ltd.

141

DIRECTORS, MANAGEMENT AND STAFF


Tan Lee Tiang

Lim Teck Chai, Danny

Tan Hup Foi


@ Tan Hup Hoi

Khoo Yee Hoe

Group Companies

Group Companies

Trans-cab Auto Services


Trans-cab Logistics
Trans-cab Services

Nil

Other Companies

Other Companies

Nil

Leong Yew Timber Co (Pte) Ltd


Novel Properties Pte. Ltd.
Solid Capital
TAS Services
TCSP Investments
TCSP
TK90 Pte. Ltd.

Group Companies

Group Companies

Nil

Nil

Other Companies

Other Companies

TEE Land Limited


UG Healthcare Corporation Pte. Ltd.

Nil

Group Companies

Group Companies

Nil

Nil

Other Companies

Other Companies

Caring Fleet Services Limited


Cityneon Holdings Limited
CSC Holdings Limited
Orita Sinclair School of Design, New
Media & The Arts Pte. Ltd.
Transit Link Pte Ltd

AGL (Asia) Pte. Ltd.


AusGroup Limited
Austin International
Management
School Pte. Ltd.
Cactus Oil & Gas
Sdn Bhd
ECS Holdings
Limited
Ergo Insurance Pte.
Ltd. (formerly
known as SHC
Insurance Pte. Ltd.)
Linair Technologies
Limited
Modern Access
Services Singapore
Pte. Ltd.
SHC Capital Asia
Limited
Transit Solutions
Consultancy Pte.
Ltd.

Group Companies

Group Companies

Nil

Nil

Other Companies

Other Companies

Huili (S) Management Consultancy


Pte. Ltd.
Manulife (Singapore) Pte. Ltd.
Yi He Management & Consultancy
Pte. Ltd.

Nil

142

DIRECTORS, MANAGEMENT AND STAFF


Two (2) of our Directors, Mr. Lim Teck Chai, Danny and Mr. Tan Hup Foi @ Tan Hup Hoi, have prior
and current experience as directors of public listed companies in Singapore, and are familiar with
the roles and responsibilities of a director of a public listed company in Singapore. Our other
Directors, Mr. Teo Kiang Ang, Mdm. Tan Lee Tiang and Mr. Khoo Yee Hoe, do not have prior
experience as directors of public listed companies in Singapore but have received relevant
training to familiarise themselves with the roles and responsibilities of a director of a public listed
company in Singapore.
EXECUTIVE OFFICERS
Our Executive Directors are assisted by a team of experienced Executive Officers who are
responsible for the various business functions of our Group. The particulars of our Executive
Officers are as follows:
Name

Age

Address

Principal Occupation

Tan Siew Kim

40

58 Defu Lane 1,
Defu Industrial Estate,
Singapore 539498

General Manager

Lim Jin Hong

40

58 Defu Lane 1,
Defu Industrial Estate,
Singapore 539498

Financial Controller

Toh Sin Hwee

31

58 Defu Lane 1,
Defu Industrial Estate,
Singapore 539498

Senior Accounts
Executive

Ho Pei Ping

40

58 Defu Lane 1,
Defu Industrial Estate,
Singapore 539498

Operations Executive

Information on the business and working experience of our Executive Officers is set out below:
Tan Siew Kim has been the General Manager of our Company since December 2003. She is
responsible for the general operations of our Group including the operation of our in-house
workshops and call centre as well as handling the public relations for our Group. Mdm. Tan has
more than 21 years of experience in the taxi services business. Prior to joining our Company, she
held the position of Operations Executive with CityCab from May 1992 to June 2003 where she
was responsible for the recruitment of taxi drivers, the registration and de-registration of taxis,
assignment of taxis to taxi drivers and the handling of the operational problems encountered by
taxi drivers. Mdm. Tan graduated with a diploma in business management from the Management
Development Institute of Singapore in 1996.
Lim Jin Hong was our Finance Manager from September 2005 and has been re-designated as
Financial Controller in August 2014. He is responsible for our accounts and finance department
and the human resources and administrative functions of our Group including the reviewing and
implementation of effective financial systems, controls and work processes, recruitment of staff
and the administration of our Group. Mr. Lim started his career as an accounts assistant at
Kwe-Kintestsu World Express (S) Private Limited from March 1999 till March 2000. Subsequently,
he joined N.F. Lee & Co. as an audit assistant and was subsequently promoted to supervisor,
where he performed audits of companies and carried out special audit assignments from March
2000 to September 2005. Mr. Lim is a member of the Institute of Singapore Chartered Accountants

143

DIRECTORS, MANAGEMENT AND STAFF


and the Malaysian Institute of Accountants, and is also a Fellow Member of the Association of
Chartered Certified Accountants. He has a diploma in accounting from the London Chamber of
Commerce and Industry.
Toh Sin Hwee has been the senior accounts executive of our Company since 2005. She is
responsible for various accounting-related functions of our Group, including assisting our
Financial Controller in our corporate tax filing and inter-company reconciliations, overseeing the
preparation of our Subsidiaries accounts and outgoing payments, performing bank reconciliations
and liaising with our external auditors. Ms. Toh graduated from the Royal Melbourne Institute of
Technology (RMIT) in 2005 with a Bachelor of Business (Accountancy).
Ho Pei Ping joined our Company in 2005 as an operations executive. She assists our General
Manager, Mdm. Tan Siew Kim, in the daily operational matters, such as the handling, monitoring
and updating of our drivers records and the preparation of taxi rental agreements to be entered
into with our taxi drivers. Prior to joining our Group, Ms. Ho was an administrative clerk with Yew
Lee Seng Metal Pte Ltd from 2001 to 2004, where she handled the purchases of materials. From
1998 to 2000, she worked as a sales assistant at TS Group. Ms. Ho graduated from the Institute
of Technical Education in 1999.
Mdm. Tan Lee Tiang is the mother of two (2) of Mr. Teo Kiang Angs children. Save as disclosed
above in this section, none of our Directors and/or Executive Officers is related to any of our
Directors, Executive Officers or Substantial Shareholders.
There is no arrangement or understanding with any of our Substantial Shareholders, customers,
suppliers or any other person, pursuant to which any of our Directors or Executive Officers was
appointed.
None of our Executive Officers has held any present or past directorships over the last five (5)
years.
DIRECTORS AND EXECUTIVE OFFICERS REMUNERATION
The compensation (which includes salary, bonus, benefits-in-kind, CPF contributions and
directors fees) paid or payable to our Directors and Executive Officers for services rendered to us
in all capacities for FY2012 and FY2013, as well as the estimated compensation for FY2014, were
or are as follows:
Estimated for
FY2014

FY2012

FY2013

Teo Kiang Ang

F (2)

Tan Lee Tiang

I (2)

Lim Teck Chai, Danny

Tan Hup Foi @ Tan Hup Hoi

Khoo Yee Hoe

Directors

144

DIRECTORS, MANAGEMENT AND STAFF

FY2012

FY2013

Estimated for
FY2014

Tan Siew Kim

Lim Jin Hong

Toh Sin Hwee

Ho Pei Ping

Executive Officers

Notes:
(1)

Remuneration bands:
A:
E:
F:
I:
J:
M:
S:

(2)

Remuneration
Remuneration
Remuneration
Remuneration
Remuneration
Remuneration
Remuneration

of up to S$250,000 per annum


between S$1,000,001 and S$1,250,000
between S$1,250,001 and S$1,500,000
between S$2,000,001 and S$2,250,000
between S$2,250,001 and S$2,500,000
between S$3,000,001 and S$3,250,000
between S$4,500,001 and S$4,750,000

per
per
per
per
per
per

annum
annum
annum
annum
annum
annum

The estimated amount for FY2014 does not take into account the performance bonus that our Executive Directors
are entitled to receive under their respective Service Agreements, further details of which are set out in the section
titled Directors, Management and Staff Service Agreements in this Prospectus.

Save for CPF contributions made for our employees by our Company, no amounts have been set
aside or accrued by our Company or our subsidiaries to provide for pension, retirement or similar
benefits for our Directors and Executive Officers.
SERVICE AGREEMENTS
On 3 November 2014, our Group entered into separate service agreements (the Service
Agreements) with our Executive Directors, namely, our Chairman and CEO, Mr. Teo Kiang Ang
and our Deputy CEO, Mdm. Tan Lee Tiang for an initial term of three (3) years commencing from
the Listing Date (the Initial Term). Upon the expiry of the Initial Term, the Service Agreements
shall be renewed for subsequent period of one (1) year each on the same terms, subject to the
approval of the Remuneration Committee, unless terminated earlier.
Either party may terminate the Service Agreements at any time by giving the other party six (6)
months notice in writing or, in lieu of such notice, an amount equivalent to six (6) months salary
based on the Executive Directors last drawn monthly salary.
The employment of an Executive Director shall automatically be terminated forthwith without any
notice or payment in lieu of notice if:
(a)

the Executive Director is convicted of any criminal offence (save for an offence under road
traffic legislation for which he/she is not sentenced to any term of immediate or suspended
imprisonment) and sentenced to any term of immediate or suspended imprisonment; or

(b)

the Executive Director becomes prohibited from being a director or employee of the
Company by law or by order or directive from any regulatory body or government authority
for any reason whatsoever.

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DIRECTORS, MANAGEMENT AND STAFF


We may also terminate the employment of an Executive Director forthwith without notice or
payment in lieu of notice if, in the reasonable opinion of the Board, the Executive Director:
(a)

has materially or repeatedly breached or failed to comply with the terms of the Service
Agreement;

(b)

is guilty of any gross or grave misconduct affecting or in relation to the business of our Group;

(c)

becomes bankrupt, makes any composition or enters into a deed of arrangement with his
creditors generally;

(d)

becomes of unsound mind;

(e)

commits any criminal act relating to breach of trust, fraud or dishonesty;

(f)

commits any act that achieves general notoriety which discredits the Executive Director to a
degree which materially reduces the value of his/her services to our Group or may discredit
our Group through association with the Executive Director;

(g)

wilfully neglects to discharge his/her duties; or

(h)

is incompetent in the performance of his/her duties.

Pursuant to the terms of their Service Agreements, each of Mr. Teo Kiang Ang and Mdm. Tan Lee
Tiang is entitled to a monthly basic salary of S$50,000, an annual wage supplement of three (3)
months basic salary and a monthly transport allowance of S$2,000 (collectively, the Basic
Salary). The Basic Salary was determined after considering the Groups lean management
reporting structure and with reference to the executive directors pay structures of other listed
companies of similar industry or size.
In addition, each of Mr. Teo Kiang Ang and Mdm. Tan Lee Tiang is entitled to a bonus incentive
(the Incentive Bonus) in respect of each financial year commencing from and including the
entire period of FY2014, which is calculated based on the consolidated profit before tax and
extraordinary items (the PBT) (before deducting for such Incentive Bonus) of our Group as
follows:
Incentive Bonus
(% of PBT)

PBT of our Group


Amount up to and including S$30,000,000

3.0

Amount in excess of S$30,000,000

4.0

For the sole purpose of illustration, assuming that the PBT of our Group (before deducting for
Incentive Bonus) is S$40,000,000, the Incentive Bonus to be received by each of Mr. Teo and
Mdm. Tan will be S$1,300,000, being the sum of (i) 3.0% of S$30,000,000 and (ii) 4.0% of
S$10,000,000.
The Basic Salary and Incentive Bonus shall be reviewed on an annual basis and subject to change
as the Remuneration Committee may determine at its absolute discretion.

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DIRECTORS, MANAGEMENT AND STAFF


Our Executive Directors are also entitled to such additional bonus payments as may be
determined at the absolute discretion of the Remuneration Committee each year, taking into
account their performances and contributions to our Group.
All travelling, accommodation, entertainment and other out-of-pocket expenses reasonably
incurred by our Executive Directors in the process of discharging their duties on behalf of our
Group, will be borne by us.
Each of Mr. Teo Kiang Ang and Mdm. Tan Lee Tiang has agreed, inter alia, in his/her Service
Agreement that he/she will not during his/her employment with our Company and for a period of
12 months after the termination of his/her employment with our Company, in all territories where
we operate directly or indirectly, except with our prior written consent, accept any office or
employment or be engaged or concerned or interested, directly or indirectly, whether as a
shareholder, director, employee, partner, agent or otherwise, in any business or occupation which
is in competition with the business of our Group carried on prior to the date that he/she ceases
to be an employee of our Company, save for interests in the nature of investment comprising up
to 5.0% of the share capital of or other securities in a competing corporation listed on any stock
exchange with no management role or influence over such entity.
Had the Service Agreements been in effect from the beginning of FY2013, our profit before tax
from continuing operations for FY2013 would have been S$44.9 million.
Saved as disclosed above, there are no existing or proposed service agreements entered or to be
entered into by our Directors with our Company or any of our Group Companies. There is also no
existing or proposed service contract entered or to be entered into by our Directors with our
Company or any of our Group Companies which provide for benefits upon termination of
employment. The remuneration packages set out in the Service Agreements have been approved
by the Remuneration Committee.
OUR EMPLOYEES
As at 30 June 2014, we have 251 employees. A breakdown of our staff by job functions (all of
whom are based in Singapore) as at 31 December 2011, 2012, 2013 and 30 June 2014 is as
follows:
As at
31 December
2011
Executive Management

As at
31 December
2012

As at
31 December
2013

As at
30 June
2014

13

16

17

19

Operations (including
workshop and call
centre)

152

162

196

228

Total

169

182

217

251

Finance and Accounting,


Human Resources and
IT Department

The overall increase in the number of employees from 169 as at 31 December 2011 to 251 as at
30 June 2014 is in line with the expansion of our business.
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DIRECTORS, MANAGEMENT AND STAFF


We do not employ a significant number of temporary staff and do not experience any significant
seasonal fluctuation in the number of employees. All our employees are not unionised. We believe
that the relationship and cooperation between our management and employees have been good
and this is expected to continue. There has not been any incidence of work stoppages or labour
disputes.
STAFF TRAINING
Generally, when we hire new staff, the supervisor in the relevant department will provide them with
on-the-job training and guidance. We also provide in-house technical and operational training to
equip our staff in the call centre with the necessary knowledge and skills to operate the taxi
booking system. When our Group purchases a new taxi model, we will arrange for the vehicle
manufacturer to conduct the relevant training for our workshop staff.
Our taxi drivers are required to attend the courses required by LTA. We reimburse our new taxi
hirers the full costs of training sessions and courses attended in their first year of hire.
The amount of expenditure on staff training for the Relevant Period as a percentage of our Groups
revenue was insignificant.

148

CORPORATE GOVERNANCE
Our Directors recognise the importance of good corporate governance and the offering of high
standards of accountability to our Shareholders, and will follow closely the best practices outlined
in the Best Practices Guide issued by the SGX-ST. Our Board of Directors has formed three (3)
committees: (i) the Audit Committee, (ii) the Remuneration Committee and (iii) the Nominating
Committee.
Mr. Lim Teck Chai, Danny is our Lead Independent Director. As the Lead Independent Director, he
is the contact person for our Shareholders where there are concerns or issues which remain
unresolved despite communication with our Executive Directors or where such communication is
inappropriate.
Our business and operations are presently under the management and close supervision of our
Executive Directors who are assisted by a team of Executive Officers. The overall management
is overseen by our Chairman and CEO, Mr. Teo Kiang Ang.
AUDIT COMMITTEE
After the listing, our Executive Directors and Executive Officers will continue to manage the
business and operations of our Group. The Audit Committee will assist our Board with regard to
discharging its responsibility to safeguard our Groups assets, maintain adequate accounting
records, develop and maintain effective systems of internal controls with an overall objective of
ensuring that our management has created and maintained an effective control environment in our
Company.
Our Audit Committee will comprise Mr. Lim Teck Chai, Danny, Mr. Tan Hup Foi @ Tan Hup Hoi, and
Mr. Khoo Yee Hoe. Our Audit Committee will be chaired by Mr. Tan Hup Foi @ Tan Hup Hoi.
Our Audit Committee will meet at least quarterly every year to discuss and carry out the following
functions:
(a)

review with the external auditors the audit plan, their audit report, their management letter
and our managements response thereto;

(b)

review
of our
review
report,

(c)

monitor and review the implementation of the external auditors and internal auditors
recommendations in relation to the adequacy of our internal controls and accounting system
addressing financial, operational and compliance risks;

(d)

review the quarterly and annual financial statements and results announcements of our
Group 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, the Listing
Manual and other relevant statutory or regulatory requirements;

(e)

ensure co-ordination between the external auditors and our management, review 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 which the auditors may wish
to discuss (in the absence of our management where necessary);

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;

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CORPORATE GOVERNANCE
(f)

review and discuss matters which may involve any suspected fraud or irregularity, or
suspected infringement of any relevant laws, regulations or rules, which has or is likely to
have a material impact on our operating results or financial position with external auditors
and/or such other persons as our Audit Committee deems fit in its absolute discretion and
report such matters to our Board at an appropriate time;

(g)

review the independence and objectivity of the external auditors, recommend their
appointment or re-appointment, remuneration and terms of engagement, and review matters
relating to resignation or dismissal of the external auditors;

(h)

monitor our use of proceeds from the Offering and the issuance of the Cornerstone Shares;

(i)

review interested person 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;

(j)

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;

(k)

review any potential conflicts of interest and ensure that procedures for resolving such
conflicts are sufficient and strictly adhered to by our Group; and

(l)

generally undertake such other functions and duties as may be required by law or the Listing
Manual, and by such amendments made thereto from time to time.

Apart from the duties listed above, our Audit Committee shall review our policy and arrangements
for employees and any other persons to raise concerns, in confidence, about possible wrongdoing
in financial reporting or other matters. Our Audit Committee shall ensure that these arrangements
allow such concerns to be raised, and for suitable and independent investigation of such matters
to be undertaken and appropriate follow up action to be taken.
Each member of our Audit Committee shall abstain from reviewing any particular transaction or
voting on any resolutions in respect of matters in which he is interested. In addition, our Audit
Committee will ensure that our Directors, Controlling Shareholders and their Associates who are
involved in the management of or having shareholder interests in similar or related business as
our Company or Group declare their involvement and shareholding interests to the Audit
Committee. The Audit Committee shall monitor the investments of such individuals in customers,
suppliers and competitors of our Company or our Group and make an assessment on whether
there is any potential conflict of interests.
In considering the suitability of Mr. Lim Jin Hong as Financial Controller of our Group, our Audit
Committee has considered the qualifications and past working experience of Mr. Lim Jin Hong (as
described in the section titled Directors, Management and Staff Executive Officers in this
Prospectus). In addition, our Audit Committee has also interacted with Mr. Lim Jin Hong in his
capacity as Financial Controller and with other members of our Groups finance team, held
discussions with our Groups external auditors and considered the views of and feedback from the
executive management team of our Group.

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CORPORATE GOVERNANCE
Based on the foregoing, our Audit Committee is satisfied and is of the opinion that Mr. Lim Jin
Hong has the relevant knowledge, expertise and experience to be appointed as Financial
Controller of our Group. Further, after making all reasonable enquiries, and to the best of their
knowledge and belief, nothing has come to the attention of our Audit Committee to cause them to
believe that Mr. Lim Jin Hong does not have the competence, character and integrity expected of
a Financial Controller of our Group.
Our Group recognises the need for a robust and effective system of internal controls. Based on
the internal controls established and maintained by our Group, work performed by and
discussions with the external auditors, and internal control self-reviews performed by and
discussions with the management, our Audit Committee and our Board are of the opinion that our
Groups internal controls addressing financial, operational and compliance risks are adequate as
at the Latest Practicable Date. While our Group currently does not have any internal auditor, our
Company will appoint, with effect from the Listing Date, an internal auditor which will report to the
Audit Committee. Trans-cab Services has engaged RSM Chio Lim LLP as its professional tax
agent to review its tax computation and filing. After the listing, we intend to extend such
engagement to other entities within our Group.
We will also appoint, with effect from the Listing Date for an initial period of one (1) year, a
compliance adviser to provide general advisory services to our Board with regards to our
compliance with continuing listing obligations and relevant guidelines including the Listing Manual
and Code of Corporate Governance. After the initial period of one (1) year, our Board will review
the appointment of our compliance advisor and may renew such appointment if deem necessary.
REMUNERATION COMMITTEE
Our Remuneration Committee comprises Mr. Lim Teck Chai, Danny, Mr. Tan Hup Foi @ Tan Hup
Hoi, and Mr. Khoo Yee Hoe. Our Remuneration Committee is chaired by Mr. Khoo Yee Hoe.
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 our entire 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. Each member of the Remuneration Committee shall abstain from
voting on any resolutions and making any recommendations and/or participating in any
deliberations of the Remuneration Committee in respect of his remuneration package.
NOMINATING COMMITTEE
Our Nominating Committee comprises Mr. Lim Teck Chai, Danny, Mr. Tan Hup Foi @ Tan Hup Hoi,
and Mr. Khoo Yee Hoe. Our Nominating Committee is chaired by Mr. Lim Teck Chai, Danny.
Our Directors do not have fixed terms of office. At each annual general meeting, one-third of the
Directors for the time being (or, if their number is not a multiple of three, the number nearest to
but not less than one-third) shall retire from office by rotation. The Directors that retire every year
shall be those who have held office the longest since their last re-election or appointment. All
Directors shall retire from office at least once every three (3) years. A retiring Director shall be
eligible to stand for re-election.

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CORPORATE GOVERNANCE
The Nominating Committee has been set up to take responsibility for the following:
(a)

make recommendations to our Board on all board appointments, including re-nomination,


having regard to the Directors contribution and performance;

(b)

determine annually whether or not a director is independent;

(c)

in respect of a Director who has multiple board representations on various companies, to


decide whether or not such Director is able to and has been adequately carrying out his/her
duties as a Director, having regard to the competing time commitments that are faced when
serving on multiple boards;

(d)

review board succession plans for directors, in particular, the Chairman and Chief Executive
Officer; and

(e)

develop a process for evaluation of the performance of the Board, its committees and
Directors.

Each member of the Nominating Committee will not take part in determining his own re-nomination
or independence.
DBS Bank is the principal banker of our Group, and the Issue Manager, Bookrunner and
Underwriter and the Receiving Bank of the Offering. DBS Bank has, in the ordinary course of
business, provided credit facilities and commercial banking services to our Group, and will
continue to do so after the Listing Date. Notwithstanding the aforementioned business relationship
between our Group and DBS Bank, our Nominating Committee and our Directors (save for Mr.
Khoo Yee Hoe) consider Mr. Khoo Yee Hoe to be independent for the purposes of the Code of
Corporate Governance, for the following reasons:
(a)

Mr. Khoo had stepped down as DBS Banks Head of Enterprise Banking Group in September
2011 and became the Senior Adviser of DBS Bank Singapore where his role was advisory in
nature. Since then, he has not been involved in the decision-making process with respect to
any banking facilities and services extended by DBS Bank to our Group and/or our
Controlling Shareholders; and

(c)

From September 2011 to the Latest Practicable Date, there was a reasonable three (3) year
period from his last executive position in DBS Bank and Mr. Khoo has, since October 2013,
retired and relinquished all positions at DBS Bank.

Mr. Tan Hup Foi @ Tan Hup Hoi and Mr. Lim Teck Chai, Danny are directors of two (2) listed
companies and one (1) listed company respectively. Mr. Tan Hup Foi @ Tan Hup Hoi and Mr. Lim
Teck Chai, Danny have confirmed, and the Nominating Committee is of the opinion, that Mr. Tan
Hup Foi @ Tan Hup Hoi and Mr. Lim Teck Chai, Danny will be able to devote sufficient time to
discharge their duties as our Independent Directors.

152

CORPORATE GOVERNANCE
CORPORATE SOCIAL RESPONSIBILITY
Our Group is committed to implementing corporate social and environmental responsibility
management techniques and principles as part of our business. Our taxi fleet is currently
compliant with the Euro 4 and 5 emission standards, and we intend to comply with the Euro 6
emission standard in respect of new taxis introduced in or after 2017.
To reduce our carbon footprint, we have implemented environmental friendly practices in our
business operations, such as recycling, use of energy efficient lightings and green label
photocopiers. We also embarked on a paper usage reduction drive by providing our staff with tips
on paper conservation such as printing only when necessary, printing on both sides of a page, and
reusing and recycling paper.

153

TRANS-CAB PSP
On 29 October 2014, our Shareholders approved a share scheme which is known as the
Trans-cab Performance Share Plan (the Trans-cab PSP), the rules of which are set out in
Appendix C of this Prospectus. The Trans-cab PSP complies with the relevant rules as set out in
Chapter 8 of the Listing Manual.
The Trans-cab PSP shall be administered by our Remuneration Committee.
Rationale for the Trans-cab PSP
The Trans-cab PSP allows our Company to target specific performance objectives and to provide
an incentive for participants to achieve these targets. Our Directors believe that the plan will
provide our Company with a flexible approach to provide performance incentives to our staff and
non-executive directors and, consequently, to improve performance and achieve sustainable
growth for our Company in the changing business environment, and to foster a greater ownership
culture amongst key senior management, senior executives and non-executive directors.
Share Awards under the Trans-cab PSP
Awards granted under the Trans-cab PSP are principally performance-based with performance
targets to be set over a performance period and may vary from one performance period to another
performance period and from one grant to another grant. The performance targets will be based
on medium-term corporate objectives covering market competitiveness, quality of returns,
business growth and productivity growth. Such performance targets and performance periods will
be set according to the specific roles of each participant, and may differ from participant to
participant. The performance targets are stretched targets aimed at sustaining long-term growth.
These targets will be tied in with our Companys corporate key performance indicators.
The Trans-cab PSP uses methods fairly common among major local and multinational companies
to incentivise and motivate senior executives and key senior management to achieve
predetermined targets which create and enhance economic value for Shareholders. Our Company
believes that the Trans-cab PSP will be an effective tool in motivating senior executives, key
senior management and non-executive directors to work towards stretched goals.
The Trans-cab PSP contemplates the award of fully paid Shares, when and after pre-determined
performance or service conditions are accomplished.
A participants award under the Trans-cab PSP will be determined at the sole discretion of our
Remuneration Committee. In considering an award to be granted to a participant who is an
employee, our Remuneration Committee may take into account, inter alia, the participants
capability, creativity, entrepreneurship, innovativeness, scope of responsibility and skill sets. In
considering an award to be granted to a participant who is a non-executive director, our
Remuneration Committee may take into account, inter alia, the services and contributions made
to the growth of our Group, attendance and participation in meetings and the years of service.
Currently, it is envisaged that directors and employees of our Group (excluding Controlling
Shareholders and their Associates) may be granted awards under the Trans-cab PSP.
Under the Trans-cab PSP, participants are encouraged to continue serving our Group beyond the
achievement date of the pre-determined performance targets. Our Remuneration Committee has
the discretion to impose a further vesting period after the performance period to encourage the
participant to continue serving our Group for a further period of time.

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TRANS-CAB PSP
Maximum Limits on Shares
In order to reduce the dilutive impact of the Trans-cab PSP, the maximum number of Shares
issuable or to be transferred by our Company under the Trans-cab PSP, when aggregated with the
aggregate number of Shares over which options or awards are granted under any other share
option schemes or share schemes of our Company, shall not exceed 15% of our Companys total
number of issued Shares (excluding Shares held by our Company as treasury shares) on the day
preceding that date.
Summary of Trans-cab PSP
A summary of the rules of the Trans-cab PSP is set out as follows:
1.

Eligibility
Executive directors (excluding Controlling Shareholders and their Associates) and
employees of our Group and our associated companies who have attained the age of 21
years and who have been in full employment of our Group for a period of at least 12 months
as of the award date, and who hold such rank as may be designated by our Remuneration
Committee from time to time, and non-executive directors (including our Independent
Directors) of our Group who have attained the age of 21 years, shall be eligible to participate
in the Trans-cab PSP. For this purpose, a company is our associated company if we and/or
our Subsidiaries hold at least 20% but not more than 50% of the issued shares in that
company and provided our Company has control (as defined in the Listing Manual) over the
associated company.
Controlling Shareholders of our Company or Associates of such Controlling Shareholders are
not eligible to participate in the Trans-cab PSP.

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 allotted and issued or transferred to a participant pursuant to the release
of an award shall not be transferred, charged, assigned, pledged or otherwise disposed of,
in whole or in part, during a specified period (as prescribed by our Remuneration Committee
in the award letter), except to the extent approved by our Remuneration Committee.

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 Trans-cab PSP shall be
determined at the absolute discretion of our Remuneration Committee, which shall take into
account criteria such as his rank, job performance, creativity, innovativeness,
entrepreneurship, years of service and potential for future development, 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.

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TRANS-CAB PSP
4.

Details of awards
Our Remuneration Committee shall decide, in relation to each award to be granted to a
participant:

5.

(a)

the date on which the award is to be granted;

(b)

the number of Shares which are the subject of the award;

(c)

the performance target(s) and the performance period during which such performance
target(s) are to be satisfied, if any;

(d)

the extent to which Shares, which are the subject of that award, shall be released on
each prescribed performance target(s) being satisfied (whether fully or partially) or
exceeded or not being satisfied, as the case may be, at the end of the performance
period;

(e)

the vesting date; and

(f)

any other condition which our Remuneration Committee may determine in relation to
that award.

Timing
While our Remuneration Committee has the discretion to grant awards at any time in the
year, it is currently anticipated that awards would in general be made once a year. An award
letter confirming the award and specifying (inter alia) the number of Shares which are the
subject of the award, the prescribed performance target(s), the performance period during
which the prescribed performance target(s) are to be attained or fulfilled and the 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 reasonably practicable
after the making of an award.
Our Remuneration 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 our Remuneration Committee
decides that a participant deserves for meeting his performance targets.

6.

Events Prior to Vesting


Special provisions for the vesting and lapsing of awards apply in certain circumstances
including the following:
(i)

the misconduct on the part of a participant as determined by our Remuneration


Committee in its discretion;

(ii)

the participant ceasing to be in the employment of our Group for any reason whatsoever
(other than as specified in paragraph (v) below);

(iii) an order being made or a resolution passed for the winding-up of our Company on the
basis, or by reason, of its insolvency;
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TRANS-CAB PSP
(iv) 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;
(v)

the participant ceases to be in the employment of our Group by reason of:


(1)

ill health, injury or disability (in each case, evidenced to the satisfaction of our
Remuneration Committee);

(2)

redundancy;

(3)

retirement at or after the legal retirement age;

(4)

retirement before the legal retirement age with the consent of our Remuneration
Committee;

(5)

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, as the case may be; or

(6)

any other event approved by our Remuneration Committee;

(vi) any other event approved by our Remuneration Committee; or


(vii) 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 (iii) above or for amalgamation or reconstruction).
Upon the occurrence of any of the events specified in paragraphs (i), (ii) and (iii), an award
then held by a participant shall, subject as provided in the rules of the Trans-cab PSP 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 (iv), (v) and (vi) above, our
Remuneration 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, our Remuneration 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 conditions and targets have been satisfied.
Upon the occurrence of the event specified in paragraph (vii) above, our Remuneration
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 our Remuneration Committee decides to release
any award, then in determining the number of Shares to be vested in respect of such award,
our Remuneration Committee will have regard to the proportion of the performance period
which has elapsed and the extent to which the applicable performance conditions and targets
have been satisfied.

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TRANS-CAB PSP
7.

Size and Duration of the Trans-cab PSP


The total number of Shares which may be issued or transferred pursuant to awards granted
under the Trans-cab PSP, when aggregated with the aggregate number of Shares over which
options or awards are granted under any other share option schemes or share schemes of
our Company, shall not exceed 15% of the total number of issued Shares (excluding Shares
held by our Company as treasury shares) on the day preceding that date.
The Trans-cab PSP shall continue in force at the discretion of our Remuneration Committee,
subject to a maximum period of 10 years commencing on the date on which the Trans-cab
PSP is adopted by our Company in general meeting, provided always that the Trans-cab PSP
may continue beyond the above 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 Trans-cab PSP, any awards made to
participants prior to such expiry or termination will continue to remain valid.

8.

Operation of the Trans-cab PSP


Subject to the prevailing legislation, our Company will deliver Shares to participants upon
vesting of their awards by way of either (i) an issuance of new Shares; or (ii) a transfer of
Shares then held by our Company in treasury.
In determining whether to issue new Shares to participants 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
issuing new Shares or delivering existing Shares.
New Shares allotted and issued and existing Shares procured by our 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.
Our Remuneration 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, our Remuneration Committee shall have the right to make
computational adjustments to the audited results of our Company or our Group, to take into
account such factors as our Remuneration 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 our Remuneration Committee decides that a changed
performance target would be a fairer measure of performance.

9.

Abstention from voting


Shareholders who are eligible to participate in the Trans-cab PSP are to abstain from voting
on any shareholders resolution relating to the Trans-cab PSP and should not accept
nominations as proxy or otherwise for voting unless specific instructions have been given in
the proxy form on how the vote is to be cast.

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TRANS-CAB PSP
We have made an application to the SGX-ST for permission to deal in and for quotation of the
Award Shares which may be issued upon the release of the share awards to be granted under the
Trans-cab PSP. The approval of the SGX-ST is not to be taken as an indication of the merits of
our Company, our Subsidiaries or our Shares (including the Offering Shares, the Cornerstone
Shares, the Additional Shares and the Award Shares).
Adjustments and Alterations to the Trans-cab PSP
The following describes the adjustment events under, and provisions relating to alterations of, the
Trans-cab PSP.
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, reduction, subdivision, consolidation or
distribution, or otherwise) shall take place, then:
(i)

the class and/or number of Shares which are the subject of an award to the extent not
yet vested; and/or

(ii)

the class and/or number of Shares over which future awards may be granted under the
Trans-cab PSP,

shall be adjusted in such manner as our Remuneration Committee may determine to be


appropriate, provided that no adjustment shall be made if as a result, the participant receives
a benefit that a Shareholder does not receive.
The issuance of securities as consideration for an acquisition or a private placement of
securities or the cancellation of issued Shares purchased or acquired by our Company by
way of a market purchase of such Shares undertaken by our Company on the SGX-ST during
the period when a share purchase mandate granted by Shareholders (including any renewal
of such mandate) is in force shall not normally be regarded as a circumstance requiring
adjustment, unless our Remuneration Committee considers an adjustment to be appropriate.
Any adjustment (except in relation to a capitalisation issue) must be confirmed in writing by
our Companys auditors (acting only as experts and not as arbitrators) to be in their opinion,
fair and reasonable.
2.

Modifications or Alterations to the Trans-cab PSP


The Trans-cab PSP may be modified and/or altered from time to time by a resolution of our
Remuneration Committee subject to the prior approval of 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 Trans-cab PSP who, if their awards were released to them,
would thereby become entitled to not less than three-quarters in number of all the Shares
which would be issued or transferred in full of all outstanding awards under the Trans-cab
PSP.
No alteration shall be made to particular rules of the Trans-cab PSP to the advantage of the
holders of the awards except with the prior approval of Shareholders in general meeting.
159

TRANS-CAB PSP
Rationale for participation of executive directors and employees of our associated
companies and non-executive directors (including our Independent Directors) of our Group
in the Trans-cab PSP
The extension of the Trans-cab PSP to executive directors and employees of our associated
companies and non-executive directors (including our Independent Directors) of our Group allows
our Group to have a fair and equitable system to reward directors and employees who have made
and who continue to make significant contributions to the long-term growth of our Group.
We believe that the Trans-cab PSP will also enable us to attract, retain and provide incentives to
its participants to achieve higher standards of performance as well as encourage greater
dedication and loyalty by enabling our Company to give recognition to past contributions and
services as well as motivating participants generally to contribute towards the long-term growth of
our Group.
Although the non-executive directors are not involved in the day-to-day running of our Groups
business, they, nonetheless, play an invaluable role in furthering the business interests of our
Group by contributing their experience and expertise. The participation by the non-executive
directors in the Trans-cab PSP will provide our Company with a further avenue to acknowledge
and recognise their services and contributions to our Group as it may not always be possible to
compensate them fully or appropriately by increasing the directors fees or other forms of cash
payment.
In order to minimise any potential conflict of interests and not to compromise the independence
of the non-executive directors, our Company intends to grant only a nominal number of awards
under the Trans-cab PSP to such non-executive directors.
Financial Effects of the Trans-cab PSP
Singapore Financial Reporting Standard 102 (FRS 102) relating to share-based payment took
effect for all listed companies from 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 would be
recognised as a charge to profit or loss 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 the 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 profit or loss with a corresponding adjustment to the reserve account. After
the vesting date, no adjustment to the charge to profit or loss 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 profit or loss would be the same whether our Company settles the awards
by issuing New Shares or by purchasing existing Shares. The amount of the charge to profit or
loss 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
160

TRANS-CAB PSP
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 amounts charged to profit or loss 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 profit or loss at each
accounting date, based on an assessment at that date of whether the non-market 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 profit or loss 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
in profit or loss.
The following sets out the financial effects of the Trans-cab PSP.
(a)

Share capital
The Trans-cab PSP will result in an increase in our Companys issued share capital where
new Shares are issued to participants. The number of new Shares issued will depend on,
amount others, the size of the awards granted under the Trans-cab PSP. In any case, the
Trans-cab PSP provides that the number of Shares to be issued under the said Trans-cab
PSP, when aggregated with the aggregate number of Shares over which options are granted
under any other share option schemes of our Company, will be subject to the maximum limit
of 15 per cent of our Companys total issued Shares. The aggregate number of Shares
available under the Trans-cab PSP shall not exceed 15% of the total issued share capital of
our Company post-Invitation and from time to time. If instead of issuing new Shares to
participants, treasury shares are transferred to participants or our Company pays the
equivalent cash value, the Trans-cab PSP would have no impact on our Companys total
number of issued Shares.

(b)

NTA
As described in paragraph (c) below on EPS, the Trans-cab PSP will result in a charge to our
Companys profit or loss 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 FRS 102. When new Shares
are issued under the Trans-cab PSP, there would be no effect on the NTA. 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 NTA would be impacted by
the cost of the Shares purchased or the cash payment, respectively.

(c)

EPS
The Trans-cab PSP will result in a charge to earnings equivalent over the period from the
grant date to the vesting date, computed in accordance with FRS 102. It should again be
noted that the delivery of Shares to participants of the Trans-cab PSP will generally be
contingent upon the participants meeting the prescribed performance targets and conditions.

(d)

Dilutive impact
The issuance of new Shares under the Trans-cab PSP will have a dilutive impact on the NTA
per share and EPS.
161

TRANS-CAB PSP
Reporting Requirements
Under the Listing Manual, an immediate announcement must be made on the date of grant of an
award under the Trans-cab PSP and provide details of the grant, including the following:
(a)

date of grant;

(b)

number of Shares granted under the award;

(c)

market price of the Shares on the date of grant of the award;

(d)

number of Shares granted to Directors under the award, if any; and

(e)

the vesting period in relation to the award.

Disclosures in Annual Report


Our Company will make such disclosures in our annual report for so long as the Trans-cab PSP
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 our Remuneration Committee administering the Trans-cab
PSP;

(b)

in respect of the following participants of the Trans-cab PSP:


(i)

Directors of our Company; and

(ii)

participants (other than those in paragraph (i) above) who have received Shares
pursuant to the release of awards granted under the Trans-cab PSP which, in
aggregate, represent 5% or more of the aggregate of the total number of Shares
available under the Trans-cab PSP,

the following information:


(A)

the name of the participant;

(B)

the aggregate number of Shares comprised in awards which have been granted to such
participant during the financial year under review;

(C) the aggregate number of Shares comprised in awards granted to such participant since
the commencement of the Trans-cab PSP to the end of the financial year under review;
(D) the aggregate number of Shares comprised in awards granted to such participant which
have vested during the financial year under review and in respect of such awards, the
proportion of new Shares issued and existing Shares transferred (and where existing
Shares were purchased for delivery, the range of prices at which such Shares were
purchased) upon the release of the vested awards; and
(E)

the aggregate number of Shares comprised in awards granted to such participant which
have not been released as at the end of the financial year under review;

162

TRANS-CAB PSP
(c)

in relation to the Trans-cab PSP, the following particulars:


(i)

the aggregate number of Shares comprised in awards vested since the commencement
of the Trans-cab PSP to the end of the financial year under review;

(ii)

the aggregate number of Shares comprised in awards vested during the financial year
under review and in respect thereof, the proportion of:
(A)

new Shares issued; and

(B)

existing Shares transferred and where existing Shares were purchased for
delivery, the range of prices at which such Shares were purchased, upon the
release of the vested awards granted under the Trans-cab PSP; and

(iii) the aggregate number of Shares comprised in awards granted under the Trans-cab PSP
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 and/or the Securities and
Futures Act.

163

INTERESTED PERSON TRANSACTIONS AND CONFLICT OF INTERESTS


In general, transactions between our Group and any of its interested persons (namely, the
Directors or Controlling Shareholders of our Company or their Associates) are interested person
transactions. The following discussion sets out our material interested person transactions during
the Relevant Period.
Save as disclosed below and in the sections titled Restructuring Exercise and Our Business
Indemnity of this Prospectus, there are no transactions undertaken between our Group and any
of its interested persons during the Relevant Period which are material in the context of the
Offering.
INTERESTED PERSONS
Particulars of the various interested persons are set out below:
(a)

Mr. Teo Kiang Ang, the Chairman and CEO of our Group;

(b)

Mdm. Tan Lee Tiang, the Executive Director and Deputy CEO of our Group;

(c)

Health Domain Pte. Ltd. (Health Domain), which is wholly-owned by Mr. Teo Kiang Ang;

(d)

Sembas, a subsidiary of Union Energy, which is 61.9% owned by Mr. Teo Kiang Ang;

(e)

Summit Gas, a subsidiary of Union Energy, which is 61.9% owned by Mr. Teo Kiang Ang;

(f)

Solid Capital, which is wholly-owned by Mr. Teo Kiang Ang and Mdm. Tan Lee Tiang;

(g)

TAS Services, which is wholly-owned by Mr. Teo Kiang Ang and Mdm. Tan Lee Tiang;

(h)

TCL Construction Pte. Ltd. (TCL Construction), which is wholly-owned by Mr. Teo Kiang
Ang;

(i)

TCSP, which is wholly owned by Mr. Teo Kiang Ang and Mdm. Tan Lee Tiang;

(j)

Union Energy, which is 61.9% owned by Mr. Teo Kiang Ang; and

(k)

Union Gas Pte. Ltd. (Union Gas), a subsidiary of Union Energy, which is 61.9% owned by
Mr. Teo Kiang Ang.

164

INTERESTED PERSON TRANSACTIONS AND CONFLICT OF INTERESTS


PAST INTERESTED PERSON TRANSACTIONS
Personal Guarantees by Mr. Teo Kiang Ang and Mdm. Tan Lee Tiang
During the Relevant Period, Mr. Teo Kiang Ang and Mdm. Tan Lee Tiang had provided personal
guarantees to secure the banking facilities granted to our Group, the details of which are set out
below:
Largest
amount
outstanding
during the
Relevant
Period
(S$000)

Largest
amount
guaranteed
during the
Relevant
Period
(S$000)

Type of
facility

Facility
granted to

Guarantors

DBS Bank

Hire
purchase

Trans-cab
Services

Mr. Teo Kiang Ang


Mdm. Tan Lee Tiang

3,931

3,931

Hong Leong Finance

Hire
purchase

Trans-cab
Services

Mr. Teo Kiang Ang


Mdm. Tan Lee Tiang

338

338

Standard Chartered Bank

Hire
purchase

Trans-cab
Services

Mr. Teo Kiang Ang


Mdm. Tan Lee Tiang

768

768

Bank

The interest rates charged for the hire purchases ranged between 1.4% per annum and 2.2% per
annum during the Relevant Period.
As no compensation was paid by our Group to Mr. Teo Kiang Ang or Mdm. Tan Lee Tiang for the
provision of the personal guarantees, our Directors are of the view that the guarantees were not
provided on an arms length basis but were not prejudicial to the interest of our Group. The
personal guarantees have been discharged as at the Latest Practicable Date.
Lease of Premises from TCSP
During the Relevant Period, our Group, through Trans-cab Auto Services, leased vehicle parking
space of an aggregate floor area of 2,319.8 sq m located at 466 and 468 Tagore Industrial Avenue
from TCSP, where we parked our taxis under repair (the Tagore Lease). The monthly rental paid
by us under the Tagore Lease was S$35,000, and the aggregate rental paid during the Relevant
Period is as follows:

Aggregate rental paid by our


Group (S$000)

FY2011

FY2012

FY2013

1 January 2014
up to the Latest
Practicable Date

105.0

305.7

TCSP was previously our wholly-owned subsidiary, and was sold to Mr. Teo Kiang Ang and Mdm.
Tan Lee Tiang on 30 December 2013 pursuant to the Restructuring Exercise. The rental for the
Tagore Lease was determined by the parties based on what the management deemed appropriate
without having regard to market rental rates but taking into account the flexibility of the terms of
the lease including terms in relation to the cessation and renewal of the lease. Taking into account
such flexibility of the terms of the lease which is favourable to our Group, our Directors are of the

165

INTERESTED PERSON TRANSACTIONS AND CONFLICT OF INTERESTS


opinion that although the lease was not conducted on an arms length basis, it was not prejudicial
to the interest of our Group. The Tagore Lease was terminated on 22 September 2012, and our
Group no longer requires the premises for the parking of vehicles.
Lease of Premises from TAS Services
During the Relevant Period, our Group, through Trans-cab Services, leased vehicle parking space
of an aggregate floor area of 2,314.8 sq m located at 18 New Industrial Road (Level 1 and Level
2) from TAS Services, where we parked our taxis under repair (the New Industrial Lease). The
monthly rental payable by us under the New Industrial Lease was S$50,000, and the aggregate
rental paid by us under the New Industrial Lease during the Relevant Period is as follows:

Aggregate rental paid by our


Group (S$000)

FY2011

FY2012

FY2013

1 January 2014
up to the Latest
Practicable Date

250

600

50

TAS Services was previously our wholly-owned subsidiary, and was sold to Mr. Teo Kiang Ang and
Mdm. Tan Lee Tiang on 30 December 2013 pursuant to the Restructuring Exercise. The rental for
the New Industrial Lease was determined by the parties based on what the management deemed
appropriate without having regard to market rental rates but taking into account the flexibility of the
terms of the lease including terms in relation to the cessation and renewal of the lease. Taking into
account such flexibility of the terms of the lease which is favourable to our Group, our Directors
are of the opinion that although the lease was not conducted on an arms length basis, it was not
prejudicial to the interest of our Group. The New Industrial Lease had expired on 31 January 2013,
and our Group no longer requires the premises for the parking of vehicles.
Lease of Premises from Sembas
During the Relevant Period, our Group, through Trans-cab Logistics, leased the premises of an
aggregate floor area of 200 sq m located at 12 Defu Lane 11 from Sembas (the Defu Lane
Lease) for the storage of diesel and the operation of our diesel pump station. The monthly rental
payable by us under the Defu Lane Lease was S$1,500 during FY2011, FY2012 and FY2013, and
S$2,500 for the period between 1 January 2014 to 30 April 2014. The aggregate rental paid by our
Group under the Defu Lane Lease during the Relevant Period is as follows:

Aggregate rental paid by our


Group (S$000)

FY2011

FY2012

FY2013

1 January 2014
up to the Latest
Practicable Date

18

18

18

10

The monthly rental for the Defu Lane Lease was determined by the parties based on what the
management deemed appropriate without having regard to market rental rates but taking into
account the flexibility of the terms of the lease including terms in relation to the cessation and
renewal of the lease. Taking into account such flexibility of the terms of the lease which is
favourable to our Group, our Directors are of the opinion that although the lease was not entered
into on an arms length basis, it was not prejudicial to the interest of our Group. The Defu Lane
Lease was terminated on 30 April 2014, and our Group no longer requires the premises for the
storage of diesel and the operation of our diesel pump station.

166

INTERESTED PERSON TRANSACTIONS AND CONFLICT OF INTERESTS


Sale of Equipment to Sembas
Pursuant to the termination of the Defu Lane Lease on 30 April 2014, we sold the equipment for
our diesel pump operations on 12 Defu Lane 11 to Sembas for a consideration of S$6,600.
Our Directors are of the view that the transaction was conducted on an arms length basis and was
not prejudicial to the interest of our Group, as the purchase consideration was determined based
on the net book value of such equipment as at 30 April 2014. The sale was completed on 30 April
2014.
Lease of Premises from Solid Capital
From 1 May 2013 to 28 October 2014, our Group, through Trans-cab Auto Services, leased the
premises of an aggregate floor area of 13,543.2 sq m located at 42 Sungei Kadut Street 1 from
Solid Capital (the Sungei Kadut Lease) for the operation of the vehicle repair workshop for
repairs arising from accidents. The monthly rental payable by us under the Sungei Kadut Lease
was approximately S$45,322, and the aggregate rental paid by us under the Sungei Kadut Lease
during the Relevant Period is as follows:

Aggregate rental paid by our


Group (S$000)

FY2011

FY2012

FY2013

1 January 2014
up to the Latest
Practicable Date

362.6

407.9

Solid Capital was previously our wholly-owned subsidiary and was sold to Mr. Teo Kiang Ang and
Mdm. Tan Lee Tiang on 31 October 2014 pursuant to the Restructuring Exercise.
The monthly rental for the Sungei Kadut Lease was determined by the parties based on what the
management deemed appropriate without having regard to market rental rates but taking account
the flexibility of the terms of the lease including terms in relation to the cessation and renewal of
the lease. Taking into account such flexibility of the terms of the lease which is favourable to our
Group, our Directors are of the opinion that although the lease was not entered into on an arms
length basis, it was not prejudicial to the interest of our Group. The Sungei Kadut Lease was
terminated on 28 October 2014, upon the completion of the acquisition of the property at 42
Sungei Kadut Street 1 by Trans-cab Services from Solid Capital pursuant to the Restructuring
Exercise.
Transaction with TCL Construction
In September 2011, our Group, through Trans-cab Services, entered into an arrangement with
TCL Construction in relation to the workers dormitory located at 60 Defu Lane 1, Defu Industrial
Estate, whereby we had assigned to TCL Construction the right to the monthly rental from the
workers who were leasing the dormitory from us, and in consideration thereof, TCL Construction
(i) managed the dormitory and (ii) paid to us, from the rental collected from the workers, the sum
of S$7,000 per month (the Dormitory Arrangement).

167

INTERESTED PERSON TRANSACTIONS AND CONFLICT OF INTERESTS


The aggregate amounts which are paid by TCL Construction to our Group under the Dormitory
Arrangement during the Relevant Period are set out below:

Aggregate amounts paid to our


Group (S$000)

FY2011

FY2012

FY2013

1 January 2014
up to the Latest
Practicable Date

28

84

84

21

Due to the nature of the Dormitory Arrangement, we were not able to obtain market quotations
from other third parties for similar transactions. As such, the amounts payable under the Dormitory
Arrangement was determined by the parties based on what the management deemed appropriate
without having regard to market rates but taking into account the rental that our Group paid to HDB
in respect of the premises on which the dormitory is located. As the sum paid by TCL Construction
to us was sufficient to cover the rental which we had to pay HDB in respect of the premises on
which the dormitory is located, our Directors are of the view although that the Dormitory
Arrangement was not entered into on an arms length basis, it was not prejudicial to the interest
of our Group. The Dormitory Arrangement has ceased with effect from 31 March 2014, and our
Group currently manages the dormitory and collects the rental directly from the workers.
Transaction with Union Gas
During the Relevant Period, we entered into an arrangement with Union Gas whereby our taxi
drivers who patronise Union Gas CNG refilling stations to refill CNG were offered a discount of
8% to the retail prices charged by Union Gas to other third parties, and Union Gas paid our Group
2% of the revenue made from such supply of CNG to our taxi drivers (the CNG Arrangement).
The aggregate amounts paid by Union Gas to our Group in respect of the CNG Arrangement
during the Relevant Period are as follows:

Aggregate amounts paid to our


Group (S$000)
(1)

FY2011

FY2012

FY2013

1 January 2014
up to the Latest
Practicable Date

246

21 (1)

The amount was paid in respect of transactions that occurred in FY2011.

Our Directors are of the view that although the CNG Arrangement was not carried out on an arms
length basis, it was not prejudicial to the interest of our Group as it is beneficial to our taxi drivers.
Beginning on and from 1 January 2012, the CNG Arrangement has been superseded by the
Subsidy Arrangement (as described below in this section).
Supply of Diesel to Sembas, Summit Gas and Health Domain
During the Relevant Period, our Groups diesel pump station supplied diesel to the fleet of vehicles
owned by Sembas, Summit Gas and Health Domain at a discount to retail prices offered at
commercial pump stations.

168

INTERESTED PERSON TRANSACTIONS AND CONFLICT OF INTERESTS


The aggregate amounts received from the supply of diesel are set out below:

Aggregate amounts received


from the supply of diesel
(S$000)

FY2011

FY2012

FY2013

1 January 2014
up to the Latest
Practicable Date

436.0

511.6

563.9

77.5

The supply prices offered to Sembas, Summit Gas and Health Domain are below the retail prices
of diesel charged at commercial diesel pumps but similar to the prices offered to our taxi drivers.
As the supply of diesel to the fleet of vehicles owned by Sembas, Summit Gas and Health Domain
was carried out at a price that was profitable to us, our Directors are of the view that although the
provision of diesel was not carried out on an arms length basis, it was not prejudicial to the
interest of our Group. As at the Latest Practicable Date, the supply of diesel to the fleet of vehicles
owned by Sembas, Summit Gas and Health Domain has ceased.
Advances to and from Mr. Teo Kiang Ang and Mdm. Tan Lee Tiang
During the Relevant Period, we had granted advances to, and received advances from, Mr. Teo
Kiang Ang and Mdm. Tan Lee Tiang, the details of which are set out below:

FY2011
Advances granted to Mr. Teo
Kiang Ang (S$000)

FY2012
FY2013
Aggregated

1 January
2014 up to
the Latest
Practicable
Date

Largest
amount
outstanding
during the
Relevant
Period

5,996.5

40.4

1,729.3

26,765.5

26,652.0

Advances granted to Mdm.


Tan Lee Tiang (S$000)

302.4

521.3

112.7

50.0

471.3

Advances received from Mr.


Teo Kiang Ang (S$000)

374.3

57.8

180.5

125.9

374.3

50.8

50.0

132.2

82.2

Advances received from


Mdm. Tan Lee Tiang
(S$000)

As these advances were interest-free, unsecured and had no fixed terms of repayment, our
Directors are of the view that these transactions were not entered into on an arms length basis
but was not prejudicial to the interest of our Group. As at the Latest Practicable Date, all amounts
due to and due from Mr. Teo Kiang Ang and Mdm. Tan Lee Tiang have been fully repaid. We do
not intend to grant advances to, or receive advances from, interested persons of our Group after
our listing on the SGX-ST.

169

INTERESTED PERSON TRANSACTIONS AND CONFLICT OF INTERESTS


PRESENT AND ONGOING INTERESTED PERSON TRANSACTIONS
Lease of Premises from Summit Gas
Our Group, through Trans-cab Logistics, is leasing the premises of an aggregate floor area of
200.0 sq m located at Block 2037 Bukit Batok Street 23 #01-316 (Bukit Batok Lease) for the
storage of diesel and the operation of our diesel pump station. The monthly rental payable by us
under the Bukit Batok Lease is S$3,500, and the aggregate rental paid by us under the Bukit Batok
Lease during the Relevant Period is as follows:

Aggregate rental paid by our


Group (S$000)

FY2011

FY2012

FY2013

1 January 2014
up to the Latest
Practicable Date

42

42

42

35

The monthly rental for the Bukit Batok Lease was determined by the parties based on what the
management deemed appropriate without having regard to market rental rates but taking account
the flexibility of the terms of the lease including terms in relation to the cessation and renewal of
the lease. Taking into account such flexibility of the terms of the lease which is favourable to our
Group, our Directors are of the opinion that although the lease was not entered into on an arms
length basis, it is not prejudicial to the interest of our Group.
The Bukit Batok Lease will expire on 30 June 2015, and we intend to renew the lease upon its
expiry. The renewal of the Bukit Batok Lease will be subject to the procedures for interested
person transactions as set out in the section titled Interested Person Transactions and Conflict
of Interests Review Procedures for On-Going and Future Interested Person Transactions and
the applicable listing rules in Chapter 9 of the Listing Manual.
Maintenance Services Provided by TCL Construction
We have engaged TCL Construction to provide maintenance services in respect of our premises.
The fees charged by TCL Construction for the provision of such services during the Relevant
Period were as follows:
(a)

in respect of the period from 1 February 2011 to 30 June 2011, TCL Construction charged a
fee of S$15,000 per month;

(b)

in respect of the period from 1 July 2011 to 30 June 2012, TCL Construction charged a fee
of S$18,750 per month; and

(c)

in respect of the period commencing from 1 July 2012, TCL Construction charged a fee of
S$27,800 per month.

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INTERESTED PERSON TRANSACTIONS AND CONFLICT OF INTERESTS


The aggregate fees paid by our Group to TCL Construction for such maintenance services during
the Relevant Period are set out below:

FY2011

FY2012

FY2013

1 January 2014 up
to the Latest
Practicable Date

165

270

365

250.2

Aggregate fees paid by our Group


(S$000)

As the fees charged to our Group in respect of the period commencing on 1 July 2012 were agreed
between the parties with reference to market rates, our Directors are of the opinion that the current
arrangement was entered into on an arms length basis and is not prejudicial to the interest of our
Group. We intend to continue to engage TCL Construction for such maintenance services, and
such transactions will be subject to the procedures for interested person transactions as set out
in the section titled Interested Person Transactions and Conflict of Interests Review Procedures
for On-Going and Future Interested Person Transactions and the applicable listing rules in
Chapter 9 of the Listing Manual.
Subsidy Arrangement with Union Gas
As a result of an excise duty of S$0.20 per kilogram imposed on the pump prices of CNG with
effect from 1 January 2012, and in order to maintain our competitiveness in light of the excise duty,
our Group has entered into an arrangement with Union Gas whereby our taxi drivers who
patronise Union Gas CNG refilling station will be provided a subsidy to offset the excise duty.
The portion of the subsidy (per kilogram of CNG purchased) provided to our taxi drivers by our
Group and Union Gas from 1 January 2012 up to the Latest Practicable Date is as follows:

1 January
2012 to
30 June
2012

1 July
2012 to
31 December
2012

1 January
2013 to
31 January
2013

1 February
2013 to
31 October
2013

1 November
2013 to
30 November
2013

1 December
2013 up to
the Latest
Practicable
Date

Our Group

S$0.20

S$0.13

S$0.10

S$0.13

S$ 0.11

S$0.10

Union Gas

S$0.07

S$0.10

S$0.07

S$0.09

S$0.10

As part of the Subsidy Arrangement, Union Gas will bill our Group for the portion of the subsidy
that we provide to such taxi drivers in respect of the CNG sold to such taxi drivers.
The aggregate amounts paid by our Group to Union Gas under the Subsidy Arrangement during
the Relevant Period are as follows:

Aggregate amounts paid by our


Group (S$000)

FY2011

FY2012

FY2013

1 January 2014
up to the Latest
Practicable Date

1,869.4

1,332.7

754.0

171

INTERESTED PERSON TRANSACTIONS AND CONFLICT OF INTERESTS


As Union Gas does not charge any fee for undertaking the Subsidy Arrangement, and the Subsidy
Arrangement is beneficial to our taxi drivers, our Directors are of the view that the Subsidy
Arrangement was not carried out on an arms length basis but is not prejudicial to the interest of
our Group. The Subsidy Arrangement helps to lower the fuel costs of our taxi drivers and improves
their profits, and it is part of the drivers incentive scheme offered by us to our taxi drivers.
Going forward, we intend to continue the Subsidy Arrangement, and such Subsidy Arrangement
will be subject to the procedures for interested person transactions as set out in the section titled
Interested Person Transactions and Conflict of Interests Review Procedures for On-Going and
Future Interested Person Transactions and the applicable listing rules in Chapter 9 of the Listing
Manual.
Personal Guarantees by Mr. Teo Kiang Ang and Mdm. Tan Lee Tiang
As at the Latest Practicable Date, Mr. Teo Kiang Ang and Mdm. Tan Lee Tiang have provided
personal guarantees to secure Trans-cab Services banking facilities, the details of which are set
out below:

Amount
owing as at
the Latest
Practicable
Date
(S$000)

Amount
guaranteed
as at the
Latest
Practicable
Date
(S$000)

Largest
amount
guaranteed
during the
Relevant
Period
(S$000)

Bank

Type of facility

Guarantors

DBS Bank

Letters of
guarantee

Mr. Teo Kiang Ang


Mdm. Tan Lee Tiang

11,999

11,999

13,998

DBS Bank

Hire purchase

Mr. Teo Kiang Ang


Mdm. Tan Lee Tiang

180,279

180,279

181,865

DBS Bank

Revolving credit

Mr. Teo Kiang Ang


Mdm. Tan Lee Tiang

5,000

5,000

5,000

DBS Bank

Term loan

Mr. Teo Kiang Ang


Mdm. Tan Lee Tiang

48,438

48,438

48,800

Hong Leong Finance


Limited

Hire purchase

Mr. Teo Kiang Ang


Mdm. Tan Lee Tiang

8,030

8,030

29,748

The largest amount outstanding for all banking facilities secured by the abovementioned
guarantees at any time during the Relevant Period is approximately S$279.4 million.
The interest rates charged for the hire purchases range between 0.625% per annum and 2.1% per
annum, or such other rates as the respective institutions may determine from time to time. The
interest rate charged for the overdraft facilities is 0.75% per annum above DBS Banks prime rate
or such other rate(s) as may be determined by DBS Bank from time to time. The interest rate
charged for the revolving credit facility is 0.75% per annum above the prevailing 6-month or
12-month SIBOR. The interest rate charged for the term loan is 0.75% per annum above the
prevailing 3-month SIBOR.
As no compensation was paid by our Group to Mr. Teo Kiang Ang or Mdm. Tan Lee Tiang for the
provision of the guarantees, our Directors are of the view that the guarantees were not provided
on an arms length basis but are not prejudicial to the interest of the Group.

172

INTERESTED PERSON TRANSACTIONS AND CONFLICT OF INTERESTS


We intend, subject to the approval of the above banks granting facilities to Trans-cab Services, to
procure the discharge of the personal guarantees by replacing the same with corporate
guarantees of our Company following the listing of our Company on the Official List of SGX-ST.
We do not expect the revised terms and conditions of the credit facilities, following the discharge
of the current corporate guarantee and the replacement with a corporate guarantee by us, to have
a material adverse impact on our Group. In the event that the relevant banks do not agree to the
release of the above personal guarantee, Mr. Teo Kiang Ang and Mdm. Tan Lee Tiang have
undertaken to continue to provide such guarantees until such time when we are able to secure
suitable alternative facilities at no less favourable terms from other financial institutions.
REVIEW PROCEDURES
TRANSACTIONS

FOR

ON-GOING

AND

FUTURE

INTERESTED

PERSON

All on-going and future interested person transactions will be properly documented and submitted
to our Audit Committee for periodic review to ensure that they are carried out on an arms length
basis, on normal commercial terms and will not be prejudicial to the interests of our Shareholders.
Our Audit Committee will adopt the following procedures when reviewing interested person
transactions:
(a)

when purchasing items from or engaging the services of an interested person, two other
quotations from non-interested persons will be obtained for comparison to ensure that the
interests of minority Shareholders are not disadvantaged. The purchase price or fee for
services shall not be higher than the most competitive price or fee of the two (2) other
quotations from non-interested persons. In determining the most competitive purchase price
or fee, all pertinent factors, including but not limited to quality, delivery time and track record
will be taken into consideration;

(b)

when selling items or supplying services to an interested person, the price or the fee and
terms of two other successful transactions of a similar nature with non-interested persons will
be used as comparison to ensure that the interests of minority Shareholders are not
disadvantaged. The sale price or fee for the supply of services shall not be lower than the
lowest sale price or fee of the two other successful transactions with non-interested persons;

(c)

when renting properties from or to an interested person, appropriate steps will be taken to
ensure that such rent is commensurate with prevailing market rates, including adopting
measures such as making relevant enquiries with landlords of similar properties and
obtaining suitable reports or reviews published by property agents (where necessary). The
rent payable shall be based on the most competitive market rental rates of similar properties
in terms of size and location, based on the results of the relevant enquiries;

(d)

when selling properties to an interested person, our Directors shall take appropriate steps to
ensure that such sale price is commensurate with the prevailing market rates for similar
properties and obtaining necessary reports or reviews published by property agents
(including an independent valuation report by a property valuer, when considered
appropriate); and

(e)

an interested person transaction above S$100,000 is to be approved prior to entry by a


Director who shall not be an interested person in respect of that transaction. An interested
person transaction below S$100,000 does not require such approval. Any sale or purchase
contract to be made with an interested person shall not be approved unless the pricing is:
(i)

determined in accordance with our usual business practices and policies;


173

INTERESTED PERSON TRANSACTIONS AND CONFLICT OF INTERESTS


(ii)

consistent with the usual margin given or price received by us for the same or
substantially similar type of transactions between us and unrelated third parties; and

(iii) the terms are no more favourable to the interested person than those extended to or
received from unrelated third parties.
Our Audit Committee will review all interested person transactions, if any, at least quarterly to
ensure that they are carried out on an arms length basis and in accordance with the procedures
outlined above. It will take into account all relevant non-quantitative factors. In the event that a
member of our Audit Committee is interested in any such transaction, he will abstain from
reviewing that particular transaction. Furthermore, if during these periodic reviews, our Audit
Committee believes that the guidelines and procedures as stated above are not sufficient to
ensure that interests of minority Shareholders are not prejudiced; our Audit Committee will adopt
new guidelines and procedures.
In addition, our Audit Committee will include the review of interested person transactions as part
of its standard procedures while examining the adequacy of our internal controls. Our Board will
also ensure that all disclosure, approval and other requirements on interested person
transactions, including those required by prevailing legislation, the SGX-ST Listing Manual and
accounting standards, are complied with. In addition, such transactions will also be subject to
Shareholders approval if required by the SGX-ST Listing Manual.
Under Chapter 9 of the SGX-ST Listing Manual, a listed company may seek a shareholders
mandate for recurrent transactions of revenue or trading nature or those necessary for its
day-to-day operations such as supplies and materials, which may be carried out with the listed
companys interested persons, but not for the purchase or sale of assets, undertakings or
businesses. There is currently no general mandate from our Shareholders for recurrent interested
person transactions of revenue or trading nature or those necessary for our day-to-day
operations. In the event that such a general mandate is required in the future, we shall obtain it
in accordance with the provisions of the SGX-ST Listing Manual.
POTENTIAL CONFLICT OF INTERESTS
Save for the past, present and on-going interested person transactions as disclosed above in this
section titled Interested Person Transactions and Conflict of Interests of this Prospectus, none
of our Directors, Executive Officers or Controlling Shareholder or their Associates has any
interest, direct or indirect, in:
(a)

any company carrying on the same business or dealing in similar products as us;

(b)

any company that is our Groups customer or supplier of goods and services; and

(c)

any material transactions to which our Group was or is a party.

Pursuant to non-compete undertakings dated 3 November 2014, each of Mr. Teo Kiang Ang and
Mdm. Tan Lee Tiang has undertaken that, for as long as he/she (whether directly or indirectly)
remains a Controlling Shareholder or Director of our Company, unless with our prior written
consent, he/she will not, and will procure that his/her Associates do not, in all territories where we
operate directly or indirectly, accept any office or employment or be engaged in or concerned with
or interested in, directly or indirectly, whether as a shareholder, director, employee, partner, agent
or otherwise, any business or occupation which is in competition with the business of our Group,
save for interests in the nature of investment comprising up to 5.0% of the share capital of or other
securities in a competing corporation listed on any stock exchange with no management role or
influence over such entity.
174

CLEARANCE AND SETTLEMENT


Upon listing and quotation on the SGX-ST, our Shares will be traded under the book-entry
settlement system of the CDP, and all dealings in and transactions of our Shares through the
SGX-ST will be effected in accordance with the terms and conditions for the operation of
Securities Accounts with the 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 the CDP, rather 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 Securities Accounts with CDP may withdraw the number of Shares
they own from the book-entry settlement system in the form of physical share certificates. Such
share certificates will, however, not be valid for delivery pursuant to trades transacted on 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$10.00 for each withdrawal of 1,000 Shares or less and
a fee of S$25.00 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$2.00 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$10.00 is also payable
where our Shares are withdrawn in the name of the person withdrawing our Shares or S$0.20 per
S$100.00 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 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 fee of S$10.00 is payable upon
the deposit of each instrument of transfer with CDP. The above fees may be subject to such
changes as may be in accordance with CDPs prevailing policies or the current tax policies that
may be in force in Singapore from time to time.
Transactions in the Shares under the book-entry settlement system will be reflected by the sellers
Securities Account being debited with the number of Shares sold and the buyers Securities
Account being credited with the number of Shares acquired. No stamp duty is currently payable
for the Shares that are settled on a book-entry basis.
A Singapore clearing fee for trades in our Shares on the SGX-ST is payable at the rate of 0.04%
of the transaction value subject to a maximum of S$600.00 per transaction. The clearing fee,
instrument of transfer deposit fee and share withdrawal fee may be subject to GST of 7.0%.
Dealings of our Shares will be carried out in Singapore dollars and will be effected for settlement
on CDP on a scripless basis. Settlement of trades on a normal ready basis on the SGX-ST
generally takes place on the third Market Day following the transaction date, and payment for the
securities is generally settled on the following business day. CDP holds securities on behalf of
investors in Securities Accounts. An investor may open a direct account with CDP or a
sub-account with a CDP Agent. The CDP Agent may be a member company of the SGX-ST, bank,
merchant bank or trust company.

175

PLAN OF DISTRIBUTION
THE OFFERING AND THE SUBSCRIPTION BY THE CORNERSTONE INVESTORS
The Global Offering consists of: (i) 65,000,000 Shares to the Cornerstone Investors, (ii) the
Placement of 94,200,000 Offering Shares to investors, including institutional and other investors
in Singapore and outside the United States in reliance on Regulation S under the US Securities
Act, of which 6,350,000 Offering Shares will be reserved for subscription by our Independent
Directors, employees, business associates and those who have contributed to the success of our
Group, and (iii) the Public Offer of 8,800,000 Offering Shares to the public in Singapore. The
Offering Shares may be re-allocated between the Placement and the Public Offer at the sole
discretion of the Issue Manager, Bookrunner and Underwriter in the event of over-subscription in
one and under-subscription in the other.
We, the Vendors and the Issue Manager, Bookrunner and Underwriter have entered into a
management and underwriting agreement dated 12 November 2014 (the Management and
Underwriting Agreement). We, the Vendors and the Issue Manager, Bookrunner and
Underwriter have also entered into a placement agreement dated 12 November 2014 (the
Placement Agreement). Subject to the terms and conditions contained in the Management and
Underwriting Agreement and the Placement Agreement, we and the Vendors have each agreed to
issue and sell the Offering Shares and the Cornerstone Shares and the Issue Manager,
Bookrunner and Underwriter has agreed to procure the subscription or purchase of, or failing
which, to subscribe for or purchase 168,000,000 Shares at the Offering Price.
The Management and Underwriting Agreement and the Placement Agreement may be terminated
at any time prior to 9.00 a.m. on the Listing Date pursuant to the terms of the Management and
Underwriting Agreement and the Placement Agreement and upon the occurrence of certain
events, including, among other things, certain force majeure events. The closing of the Global
Offering is conditional upon certain events, including the fulfilment, or waiver by the SGX-ST, of
all conditions contained in the letter of eligibility from the SGX-ST for the listing and quotation of
all the existing issued Shares, the Offering Shares, the Cornerstone Shares, the Additional Shares
and the Award Shares on the Official List of the SGX-ST.
The Issue Manager, Bookrunner and Underwriter may make sub-underwriting and sub-placement
agreements or arrangements in respect of its obligations under the Management and Underwriting
Agreement and the Placement Agreement, upon such terms and conditions as it deems fit.
The completion of the Placement, the Public Offer and the issuance of the Cornerstone Shares are
each conditional upon the completion of the other.
The Offering Price was determined following a book-building process by agreement between us,
the Vendors and the Issue Manager, Bookrunner and Underwriter. Among the factors that were
taken into account in determining the Offering Price are the demand for the Offering Shares, the
prevailing conditions in the securities market, current market valuations of publicly traded
companies that we, the Vendors and the Issue Manager, Bookrunner and Underwriter believe to
be reasonably comparable to us, an assessment of our recent historical performance, estimates
of our business potential and earnings prospects, the current state of our development and the
current state of our industry and economy as a whole.
The Offering Shares and the Cornerstone Shares are being offered and sold outside the United
States to non-US persons (including institutional and other investors in Singapore) in reliance on
Regulation S under the US Securities Act.

176

PLAN OF DISTRIBUTION
Commission
Pursuant to the Management and Underwriting Agreement between our Company, the Vendors
and the Issue Manager, Bookrunner and Underwriter, our Company appointed the Issue Manager,
Bookrunner and Underwriter to manage the Global Offering. The Issue Manager, Bookrunner and
Underwriter will receive a management fee from our Company for services rendered in connection
with the Offering and the issuance of the Cornerstone Shares.
We and the Vendors will severally pay the Issue Manager, Bookrunner and Underwriter:
(a)

as compensation for its services in connection with the offer of Offering Shares in the
Offering and the Cornerstone Shares pursuant to the Cornerstone Subscription Agreements,
an underwriting and placement commission of 2.5% of the aggregate Offering Price for the
Offering Shares and the Cornerstone Shares underwritten by the Issue Manager, Bookrunner
and Underwriter (including proceeds raised from the issuance of the Additional Shares, if the
Over-allotment Option is exercised); and

(b)

an incentive fee of up to 1.5% (to be determined at the discretion of our Company and the
Vendors) of the aggregate Offering Price for the Offering Shares and the Cornerstone Shares
underwritten by the Issue Manager, Bookrunner and Underwriter (including proceeds raised
from the issuance of the Additional Shares, if the Over-allotment Option is exercised).

We will also agreed to reimburse the Issuer Manager, Bookrunner and Underwriter for certain
expenses incurred in connection with the Global Offering.
The Cornerstone Investors and investors in the Placement may be required to pay brokerage (and
if so required, such brokerage will be up to 1.0% of the Offering Price for each Offering Share or
Cornerstone Share (as the case may be)), stamp taxes and other similar charges in accordance
with the laws and practices of the country of purchase, in addition to the Offering Price, as
applicable, at the time of settlement.
Indemnities
Under the Management and Underwriting Agreement and the Placement Agreement, our
Company and the Vendors undertake to hold the Issue Manager, Bookrunner and Underwriter, its
sub-underwriters, its affiliates, its associated and related companies and corporations, as well as
its respective directors, employees and agents (including the directors and employees of such
agents) (each an Indemnified Person) fully and effectively indemnified against all liabilities,
costs and expenses, joint or several (including, without limitation, legal fees, all payments, costs,
expenses and charges arising out of, in relation to or in connection with the investigation, dispute,
defence or settlement of or response to any actions or the enforcement of any such settlement or
any judgment obtained in respect of any actions on a full indemnity basis or the enforcement of
any such settlement or any judgment obtained in respect of any actions), and any applicable GST
or value added or any other tax) (each a Loss and together the Losses) arising out of any
claim (whether or not any such claim involves or results in any actions or proceedings),
investigations, judgment, awards, proceedings, demands, actions which may be brought or
threatened to be brought against any of them in relation to the Global Offering (whether or not
compromised or settled) arising out of, among others:
(a)

performance of the Issue Manager, Bookrunner and Underwriters obligations under the
Management and Underwriting Agreement and Placement Agreement or any action which
may be brought against any of them in relation to the Global Offering or the allotment and
issue of the Shares;
177

PLAN OF DISTRIBUTION
(b)

any failure by our Company or the Vendors to comply with any requirements of any statute
or statutory regulation, governmental or ministerial order or decree or decision, directive or
circular of the SGX-ST, the Authority or any other governmental or regulatory body;

(c)

any breach or alleged breach by our Company or the Vendors of any of the representations
and warranties contained in the relevant clauses within the Management and Underwriting
Agreement and Placement Agreement or any of the obligations of our Company, its directors,
officers, employees or the Vendors contained in the Management and Underwriting
Agreement and Placement Agreement; and

(d)

any failure or delay in performing our Companys or the Vendors undertakings or obligations
in the Management and Underwriting Agreement and Placement Agreement;

including in any such case (but without prejudice to the generality of the foregoing) all costs,
charges and expenses which the Issue Manager, Bookrunner or Underwriter or its respective
directors, employees or agents may properly or reasonably incur or bear in disputing any such
claim made against them or in establishing any claim on their part under the foregoing provisions,
in each case except in relation to any claim arising out of the wilful default, fraud or gross
negligence of the Issue Manager, Bookrunner or Underwriter as may be determined by a final
judgment of a court of competent jurisdiction.
The Management and Underwriting Agreement and the Placement Agreement each contains a
contribution clause which provides that where the respective indemnification is unavailable to an
Indemnified Person or is insufficient in respect of any losses, claims, damages or liabilities
referred to therein, then each of our Company and the Vendors shall contribute to the amount paid
or payable by such Indemnified Person as a result of any losses, claims, damages or liabilities (a)
in such proportion as is appropriate to reflect the relative benefits received by our Company and
the Vendors on the one hand and the Indemnified Person on the other from the offering of the
Offering Shares and Cornerstone Shares, or (b) if the allocation provided by (a) above is not
permitted by applicable law, each of our Company and the Vendors shall contribute to the amount
paid or payable by such Indemnified Person in such proportion as is appropriate to reflect not only
the relative benefits referred to in (a) above, but also the relative fault of our Company and the
Vendors on the one hand and the Indemnified Person on the other in connection with the
statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any
other relevant equitable considerations. The relative benefits received by our Company and the
Vendors on the one hand and the Indemnified Person on the other hand shall be deemed to be
in the same proportion as the total net proceeds from the Global Offering of the Offering Shares
and Cornerstone Shares (before deducting expenses) received by our Company and the Vendors,
bear to the total underwriting discounts and commissions received by the Indemnified Person with
respect to the Offering Shares and Cornerstone Shares subscribed under the Management and
Underwriting Agreement and the Placement Agreement. The relative fault of our Company and the
Vendors on the one hand and the Indemnified Person on the other shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact relates to information supplied by our
Company and the Vendors on the one hand, or by the Indemnified Person on the other and the
parties relative intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission. No Indemnified Person is required to contribute any amount in
excess of the amount by which the total price at which the Offering Shares and Cornerstone
Shares underwritten by it and distributed to investors exceeds the amount of any damages which
the Indemnified Person has otherwise been required to pay by reason of such untrue or alleged

178

PLAN OF DISTRIBUTION
untrue statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.
OVER-ALLOTMENT OPTION AND PRICE STABILISATION
In connection with the Global Offering, we have granted the Stabilising Manager, an Overallotment Option exercisable by the Stabilising Manager, in whole or in part on one or more
occasions to subscribe and/or procure subscribers for up to an aggregate of 20,000,000 Additional
Shares (which in aggregate is not more than 20% of the Offering) at the Offering Price, from the
Listing Date until the earlier of (i) the date falling 30 days from the Listing Date; or (ii) the date
when the Stabilising Manager or its appointed agent has bought on the SGX-ST an aggregate of
20,000,000 Shares, representing not more than 20% of the Offering, to undertake stabilising
actions, solely to cover the over-allotment of Shares, if any.
In connection with the Global Offering, the Stabilising Manager (or persons acting on behalf of the
Stabilising Manager), may over-allot Shares or effect transactions that stabilise or maintain the
market price of our Shares at levels which might not otherwise prevail in the open market. Such
transactions may be effected on the SGX-ST and other jurisdictions where it is permissible to do
so, in each case in compliance with all applicable laws and regulations, including the Securities
and Futures Act and any regulation thereunder. Such transactions, if commenced, may be
discontinued at any time at the Stabilising Managers sole discretion and shall not be effected after
the earlier of (i) the date falling 30 days from the Listing Date or (ii) the date when the Stabilising
Manager or its appointed agent has bought on the SGX-ST an aggregate of 20,000,000 Shares,
representing not more than 20% of the Offering, to undertake stabilising actions.
Neither we, the Vendors nor the Issue Manager, Bookrunner and Underwriter make any
representation or prediction as to the direction or magnitude of any effect that the transactions
described above may have on the price of our Shares. In addition, neither we, the Vendors nor the
Issue Manager, Bookrunner and Underwriter make any representation that the Stabilising
Manager will engage in such transactions or that such transactions once commenced, will not be
discontinued without notice (unless such notice is required by law). The Stabilising Manager will
be required to make a public announcement through the SGX-ST on the cessation of the
stabilising 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 stabilising
action.
SHARE LENDING AGREEMENT
In connection with settlement and stabilisation, the Stabilising Manager is expected to enter into
a share lending agreement (the Share Lending Agreement) with Mr. Teo Kiang Ang pursuant
to which the Stabilising Manager may borrow up to 20,000,000 Shares allowing the Stabilising
Manager to settle over-allocations, if any, made in connection with the Offering. Any Shares that
may be borrowed by the Stabilising Manager under the Share Lending Agreement will be returned
by the Stabilising Manager to Mr. Teo Kiang Ang either through the purchase of Shares in the open
market by the Stabilising Manager in the conduct of stabilisation activities or through the exercise
of the Over-allotment Option by the Stabilising Manager.

179

PLAN OF DISTRIBUTION
MORATORIUM
To demonstrate their commitment to our Group, our Chairman and CEO, Mr. Teo Kiang Ang, our
Executive Director and Deputy CEO, Mdm. Tan Lee Tiang and our other existing Shareholders,
Mr. Goh Seow Chai, Mdm. Tan Siew Kim and Mr. Lim Jin Hong, who collectively hold an aggregate
of 502,760,000 Shares, representing approximately 75.0% of our issued share capital
immediately after the Global Offering (assuming that the Over-allotment Option is not exercised),
have each agreed with the Issue Manager, Bookrunner and Underwriter that they will not, from the
date of the Management and Underwriting Agreement until the date falling six (6) months after the
Listing Date (both dates inclusive), directly or indirectly:
(a)

offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any
option or contract to sell, grant any option, right or warrant to purchase, lend, hypothecate
or encumber or otherwise transfer or dispose of, any of his/her Shares, any securities
convertible into, exercisable or exchangeable for, or which carry rights to subscribe for or
purchase any Shares;

(b)

enter into any swap, hedge or other arrangement that transfers to another, in whole or in part,
any of the economic consequences of ownership of the Shares, any interests, or any
securities convertible into or exercisable or exchangeable for, or which carry rights to
subscribe for or purchase any Shares;

(c)

enter into any transaction or other arrangement having an economic effect similar, in whole
or in part, to the foregoing (a) or (b);

(d)

deposit any of his/her Shares or securities convertible into, exercisable or exchangeable for,
or which carry rights to subscribe for or purchase any Shares in any depository receipt
facilities; or

(e)

offer to, or agree to announce, or publicly disclose any intention to do any of the above,

whether any such transaction described in (a) to (d) above is to be settled by delivery of such
capital or securities, in cash or otherwise, (whether or not such transactions will be completed
within or after the Lock-up Period) and such restrictions shall apply to all Shares owned by the
abovementioned existing Shareholders as at the date of the Management and Underwriting
Agreement and Listing Date.
The foregoing restrictions do not apply to the Shares which are lent by Mr. Teo Kiang Ang to the
Stabilising Manager under the Share Lending Agreement provided that the restrictions shall apply
to the Shares returned to Mr. Teo Kiang Ang pursuant to the Share Lending Agreement.
We have agreed with the Issue Manager, Bookrunner and Underwriter that, save to the extent
contemplated by the Global Offering, and the issuance of the Additional Shares and Award
Shares, from the date of the Management and Underwriting Agreement until the date falling six (6)
months after Listing Date (both dates inclusive), we will not, without the prior written consent of
the Issue Manager, Bookrunner and Underwriter:
(a)

allot, offer, issue, sell, contract to issue, grant any option, warrant or other right to subscribe
or purchase, grant security over, encumber (whether by way of mortgage, assignment of
rights, charge, pledge, pre-emption rights, rights of first refusal or otherwise), or otherwise or

180

PLAN OF DISTRIBUTION
transfer or dispose of, any Shares or any securities convertible into or exercisable or
exchangeable for, or which carry rights to subscribe for or purchase any shares of our
Company or any Subsidiary;
(b)

enter into any swap, hedge or other arrangement that transfers to another, in whole or in part,
any of the economic consequences of ownership of any Shares or any other securities
convertible into or exercisable or exchangeable for, or which carry rights to subscribe for or
purchase shares of our Company or any Subsidiary;

(c)

enter into any transaction with the same economic effect as any transaction described in the
foregoing (i) or (ii);

(d)

deposit any Shares or securities convertible into, exercisable, exchangeable for, or which
carry rights to subscribe for or purchase shares of our Company or any Subsidiary in any
depository receipt facilities; or

(e)

offer to, or agree to announce, or publicly disclose any intention to do any of the above,

whether any such transaction described in (a) to (d) above is to be settled by delivery of such
capital or securities, in cash or otherwise (whether or not such transaction will be completed within
or after the Lock-up Period).
PERSONS INTENDING TO SUBSCRIBE FOR SHARES IN THE OFFERING
Save for the Reserved Shares offered to our Independent Directors, none of our Directors or
Substantial Shareholders intends to subscribe for and/or purchase the Offering Shares. In the
event that any of our Directors or Substantial Shareholders subscribe for and/or purchase any
Offering Shares, we will announce details of such subscription and/or purchase.
We are not aware of any person who intends to subscribe for more than 5.0% of the Shares
offered pursuant to the Offering. However, through a book-building process to assess market
demand for our Shares, there may be person(s) who may indicate interest to subscribe for more
than 5.0% of the Shares offered pursuant to the Offering.
No Shares shall be allotted or allocated on the basis of this Prospectus later than six (6) months
after the date of registration of this Prospectus by the Authority.
INTERESTS OF THE ISSUE MANAGER, BOOKRUNNER AND UNDERWRITER
The Issue Manager, Bookrunner and Underwriter engages in transactions with and performs
services for us, the Vendors and affiliates of the Vendors in the ordinary course of business and
have engaged, and may in the future engage, in commercial banking and/or investment banking
transactions with our Group, the Vendors and affiliates of the Vendors for which it has received,
and may in future, receive customary fees. The Issue Manager, Bookrunner and Underwriter is
also our Principal Banker and Receiving Bank.
Save as disclosed above, we and the Vendors do not have any material relationship with the Issue
Manager, Bookrunner and Underwriter.

181

PLAN OF DISTRIBUTION
DISTRIBUTION AND SELLING RESTRICTIONS
The distribution of this document or any offering material and the offering, sale or delivery of
Shares is restricted by law in certain jurisdictions. Therefore, persons who may come into
possession of this document or any offering material are advised to consult with their own legal
advisers as to what restrictions may be applicable to them and to observe such restrictions. This
document may not be used for the purpose of an offer or invitation in any circumstances with
which such offer or invitation is not authorised.
Hong Kong
No Shares of our Company may be offered or sold in Hong Kong or offered or directed from
outside Hong Kong to any person in Hong Kong, by means of any document, other than (a) to
professional investors as defined in the Securities and Futures Ordinance (Cap. 571) of Hong
Kong and any rules made under that ordinance; or (b) in other circumstances which do not result
in the document being a prospectus as defined in the Companies Ordinance (Cap. 32) of Hong
Kong or which do not constitute an offer to the public within the meaning of that ordinance.
No advertisement, invitation or document relating to the Shares of our Company, which is directed
at, or the contents of which are likely to be accessed or read by, the public in Hong Kong has been
or will be issued other than with respect to such Shares which are or are intended to be disposed
of only to persons outside Hong Kong or only to professional investors as defined in the
Securities and Futures Ordinance and any rules made under that ordinance.

182

GENERAL AND STATUTORY INFORMATION


1.

INFORMATION ON DIRECTORS AND EXECUTIVE OFFICERS


(a)

There is no shareholding qualification for Directors in our Articles of Association.

(b)

Save as disclosed below, none of our Directors, Executive Officers or Controlling


Shareholder:
(i)

has, at any time during the last 10 years, had an application or a petition under any
bankruptcy laws of any jurisdiction filed against him or against a partnership of
which he was a partner or at any time within two (2) years from the date he ceased
to be a partner;

(ii)

has, at any time during the last 10 years, had an application or a petition under any
law of any jurisdiction filed against an entity (not being a partnership) of which he
was a director or an equivalent person or a key executive, at the time when he was
a director or an equivalent person or a key executive of that entity or at any time
within two (2) years from the date he ceased to be a director or 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;

(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 of which he
is aware) 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) for
such breach;

(vi) has at any time during the last 10 years, had judgment entered against him in any
civil proceedings in Singapore or elsewhere involving a breach of any law or
regulatory requirement that relates to the securities or futures industry in
Singapore or elsewhere, or a finding of fraud, misrepresentation or dishonesty on
his part, nor he 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 of any 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;
183

GENERAL AND STATUTORY INFORMATION


(x)

has ever, to his knowledge, been concerned with the management or conduct, in
Singapore or elsewhere, of the affairs of:
(aa) any corporation which has been investigated for a breach of any law or
regulatory requirement governing corporations in Singapore or elsewhere;
(bb) 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;
(cc) any business trust which has been investigated for a breach of any law or
regulatory requirement governing business trusts in Singapore or elsewhere;
or
(dd) any entity or business trust which has been investigated for a breach of any
law or regulatory requirement that relates to the securities or futures industry
in Singapore or elsewhere,
in connection with any matter occurring or arising during the period when he was
so concerned with the entity or business trust; and

(xi) has been the subject of any current or past investigation or disciplinary
proceedings, or has been reprimanded or issued by warning, by the Authority or
any other regulatory authority, exchange, professional body or government
agency, whether in Singapore or elsewhere.
Disclosure in relation to Mr. Teo Kiang Ang
Mr. Teo Kiang Ang was involved in the following incidents:
(i)

Incidents involving entities which Mr. Teo is/was a director/partner


(a)

Sembas International Trading Pte Ltd paid small penalties for omissions in relation to:
(i) filing of GST for 1994 and 1995 and income tax returns for 1995; and (ii) holding its
annual general meetings and submitting its audited accounts for the financial years of
1994, 1995 and 1996.

(b)

Choon Hin (T.K.A.) Trading Pte Ltd paid a composition fine of S$450 for omissions in
filing income tax returns and audited accounts for 1995.

(c)

TKA Auto Service Centre paid a total sum of approximately S$66,000 in 2011 and 2012
for inadvertent errors in collection and filing of GST.

(d)

In 2012, Semgas (S) Pte Ltd (Semgas) and Gasmart Pte Ltd (Gasmart) (which are
subsidiaries of Union Energy) paid composition sums amounting to an aggregate of
approximately S$117,000 to the Inland Revenue Authority of Singapore (IRAS) as full
settlement of the penalty for their inadvertent omission of certain income items in the
IR8A forms for their employees for the years of assessment (YA) 2004 to 2009.

184

GENERAL AND STATUTORY INFORMATION


(ii)

Other Incidents
(a)

In 2007, Mr. Teo Kiang Ang was interviewed by the Ministry of Manpower (MOM) to
assist in its review of a civil complaint of unfair dismissal filed by a foreign worker
dismissed by Trans-cab Services. There has been no further contact or request for
assistance from MOM in relation to this matter.

(b)

In 2009, Mr. Teo Kiang Ang was investigated by IRAS in relation to his inadvertent
failure to report certain income items (including interest income which he received from
various banks in Singapore which was then taxable and trade income from his
partnership, TKA Auto Service Centre) in his personal tax returns between YA 2003 and
2009. The matter was subsequently settled in 2012 between the IRAS and Mr. Teo after
Mr. Teo paid a composition sum of approximately S$878,000.

(c)

In November 2012 and in March or April 2014, Mr. Teo Kiang Ang was interviewed by
the Commercial Affairs Department (CAD) on three (3) separate occasions. The
interviews related to an incident whereby Trans-cab Services had placed an order for
the proposed purchase of 2,000 new taxis by way of a purchase order issued by the
automobile dealer on 1 June 2012. Before Trans-cab Services could take delivery of the
2,000 new taxis, LTA announced in July 2012 the imposition of a 2% cap on the annual
increase in fleet size of taxi operators (2% Cap Rule). As such, Trans-cab Services
wrote in to seek approval from LTA to take delivery of the 2,000 vehicles, and following
the request for additional documentation to support the purchase, Trans-cab Services
entered into a sale and purchase agreement which was dated the same day as the
purchase order. CAD investigated the possible circumvention of the 2% Cap Rule by
Trans-cab Services in respect of its purchase order for new taxis in June 2012.
Trans-cab Services believes that it had acted in good faith in placing the orders for the
new taxis with no intent to circumvent the rules imposed by LTA. In addition, Trans-cab
Services has not taken delivery of any vehicle under the above-mentioned purchase
order. In line with past practices, it continues to order vehicles from automobile dealers
by way of purchase orders without any additional sale and purchase agreements. As at
the Latest Practicable Date, there has been no follow-up from the CAD, and Mr. Teo
Kiang Ang has not been charged with any offence in relation to the incident.

Please refer to the section titled Corporate Governance Audit Committee in the
Prospectus for details relating to the the appointment of a professional tax agent for entities
within our Group.
2.

MATERIAL CONTRACTS
The following contracts, not being contracts entered into in the ordinary course of business,
have been entered into by our Company and our subsidiaries within the two (2) years
preceding the date of lodgement of this Prospectus and are or may be material:
(a)

the sale and purchase agreement dated 7 August 2013 and entered into between
Trans-cab Services and SMART Automobile Pte Ltd in relation to the acquisition of 432
taxi licences by Trans-cab Services from SMART Automobile Pte Ltd for an aggregate
consideration of S$1,728,000;

185

GENERAL AND STATUTORY INFORMATION


(b)

the sale and purchase agreement dated 24 December 2013 and entered into between
Trans-cab Services and TCSP in relation to the acquisition of 600,000 ordinary shares
of Solid Capital, representing its entire issued and paid-up share capital, as referred to
in the section titled Restructuring Exercise of this Prospectus;

(c)

the sale and purchase agreement dated 30 December 2013 and entered into between
Trans-cab Services, Mr. Teo Kiang Ang and Mdm. Tan Lee Tiang in relation to the sale
of two (2) ordinary shares of each of TCSP, TCSP Investments and TAS Services,
representing their entire issued and paid-up share capital, as referred to in the section
titled Restructuring Exercise of this Prospectus;

(d)

the sale and purchase agreement dated 15 January 2014 between Trans-cab Services,
Lee Yang Lie, Lee Choon Hui and Ang Lay Suan in relation to the acquisition of the
entire issued and paid-up share capital of Leong Yew Timber Co (Pte) Ltd by Trans-cab
Services from Lee Yang Lie, Lee Choon Hui and Ang Lay Suan for an aggregate
consideration of S$5,800,000, as referred to in the section titled Restructuring
Exercise of this Prospectus;

(e)

the agreement dated 20 March 2014 and entered into between Trans-cab Services and
TCSP pursuant to which Trans-cab Services assigned the Leong Yew Agreement to
TCSP, as referred to in the section titled Restructuring Exercise of this Prospectus;

(f)

the option agreement dated 25 April 2014 and entered into between Trans-cab Services
and United Test and Assembly Centre Ltd in relation to the purchase of the leasehold
interest of the property at 2 Ang Mo Kio Street 63 for a cash consideration of
S$61,000,000, as referred to in the section titled Our Business Properties and Fixed
Assets Properties of this Prospectus;

(g)

the sale and purchase agreement dated 21 August 2014 and entered into between
Trans-cab Services and Solid Capital in relation to the purchase of the leasehold
interest of the property at 42 Sungei Kadut Street 1 for a cash consideration of
S$4,600,000, as referred to in the section titled Restructuring Exercise of this
Prospectus;

(h)

the sale and purchase agreement dated 31 October 2014 and entered into between
Trans-cab Services, Mr. Teo Kiang Ang and Mdm. Tan Lee Tiang in relation to the sale
of 600,000 ordinary shares of Solid Capital, representing its entire issued and paid-up
share capital, by Trans-cab Services to Mr. Teo Kiang Ang and Mdm. Tan Lee Tiang, as
referred to in the section titled Restructuring Exercise of this Prospectus for a cash
consideration of approximately S$631,894;

(i)

the share swap agreement dated 10 November 2014 and entered into between our
Company, Trans-cab Services, Mr. Teo Kiang Ang, Mdm. Tan Lee Tiang, Mr. Goh Seow
Chai, Mdm. Tan Siew Kim and Mr. Lim Jin Hong in relation to the acquisition of
Trans-cab Services and the allotment and issuance of Shares, as referred to in the
section titled Restructuring Exercise of this Prospectus; and

(j)

the Cornerstone Subscription Agreements in relation to the subscription of the


Cornerstone Shares by the Cornerstone Investors, as referred to in the section titled
Shareholders Cornerstone Investors of this Prospectus.

186

GENERAL AND STATUTORY INFORMATION


3.

LITIGATION AND ARBITRATION PROCEEDINGS


From time to time, we are subject to vehicle accident claims against us. Generally, such
claims are settled through our insurers.
Neither our Company nor any of our subsidiaries is engaged in any litigation or arbitration
proceedings including those which are pending or known to be contemplated which may
have, or which have had in the 12 months preceding the date of lodgement of this
Prospectus, a material effect on the financial position or profitability of our Group.

4.

EXEMPTION GRANTED BY THE AUTHORITY


We have applied to the Authority, and have on 13 October 2014 obtained an exemption from
compliance with paragraph 23 of Part IX (Financial Information) of the Fifth Schedule to the
Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005
(the SFR), read with Regulation 8(1)(a) of the SFR, to the extent that paragraph 23 requires
us to provide pro forma financial information for the acquisition and disposal of taxis
occurring from 1 January 2013 up to the date of registration of this Prospectus.
For the reasons set out below, the Authority concurs with our application that the cost of
complying with such requirement outweighs the resulting protection to investors:
(a)

the Group has acquired 778 taxis and disposed of 1,013 taxis during FY2013, and has
acquired 849 taxis and disposed of 567 taxis during the period from 1 January 2014 up
to 31 October 2014. In preparing the pro forma financial information, we will have to
adjust our Groups revenue and cost of sales on the basis that the acquisition and
disposal of taxis occurred on 1 January 2013. These adjustments are not meaningful
because, in practice, the acquisition and disposal of taxis take place over a period of
time, and is not a one-off event. To the extent that such adjustments are substantial, the
resulting pro forma financial information may be misleading to investors;

(b)

we will also have to make adjustments based on assumptions which may not have a
reasonable basis or be supported by historical information. For instance, in adjusting
the payments made under the drivers incentive schemes, we will have to (i) take into
account the different payments accorded to different models of taxis (as we purchased
the Renault Latitude taxis and scrapped the Toyota Crown taxis), (ii) make assumptions
on the performance and behaviour of taxi drivers which, to a significant extent, varies
arbitrarily and differs between models of taxis driven by the respective taxi drivers, and
(iii) negate the revisions made to the terms of the drivers incentive schemes since July
2013; and

(c)

moreover, we will have to cease all acquisition and disposal of taxis at a certain cut-off
date, so that the unaudited pro forma financial information can be finalised for inclusion
in this Prospectus. This will have a negative impact on our business, as (i) we may have
to bring forward the recall and scrapping of certain taxis, (ii) we will not be able to
introduce new taxis after the cut-off date and (iii) taxi drivers whose taxis are recalled
and scrapped earlier but are not provided with new taxis may approach other taxi
companies.

The exemption granted by the Authority is subject to the condition that the Company includes
in this Prospectus (i) disclosures on the acquisition and the recall and scrapping of taxis
during the period from January 2013 to October 2014, pursuant to the disclosure
187

GENERAL AND STATUTORY INFORMATION


requirements under paragraph 1(d) and 1(e) of Part V of the Fifth Schedule to the SFR and
(ii) a full explanation as to why the pro forma financial information on the acquisition and
disposal of taxis cannot be included in the Prospectus.
5.

MISCELLANEOUS
(a)

There has not been any public take-over offer by a third party in respect of our Shares,
or by our Company in respect of another corporation or units of another business trust,
which has occurred during the period between 1 January 2013 and the Latest
Practicable Date.

(b)

Save as disclosed in this Prospectus, our Directors are not aware of any event which
has occurred since 30 June 2014 to the Latest Practicable Date which may have a
material effect on the financial information of our Group provided in this Prospectus.

(c)

Save as disclosed in this Prospectus, the financial conditions and operations of our
Group are not likely to be affected by any of the following:
(i)

known trends or demands, commitments, events or uncertainties that will result in


or are reasonably likely to result in our Groups liquidity increasing or decreasing
in any material way;

(ii)

material commitments for capital expenditure;

(iii) unusual or infrequent events or transactions or any significant economic changes


that will materially affect the amount of reported income from operations; and
(iv) known trends or uncertainties that have had or that we reasonably expect to have
a material favourable or unfavourable impact on revenue or operating income.
(d)

We currently have no intention of changing our Groups present auditors after the listing
of our Company on the SGX-ST.
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 and up to the date of lodgement of this Prospectus are as follows:

Period of
engagement of firm
From 15 October
2007

6.

Name/Address

Professional Body

RSM Chio Lim LLP/


8 Wilkie Road #04-08
Wilkie Edge
Singapore 228095

Institute of Singapore
Chartered
Accountants

Partner-in-charge/
Professional
Qualification
Lim Lee Meng/
Chartered
Accountant of
Singapore

INTERESTS OF EXPERTS
None of the experts named in this Prospectus:
(i)

is employed on a contingent basis by our Company or our Subsidiaries;

188

GENERAL AND STATUTORY INFORMATION


(ii)

has a material interest, whether direct or indirect, in our Shares or in the shares of our
Subsidiaries; or

(iii) has a material economic interest, whether direct or indirect, in our Company, including
an interest in the success of the Offering.
7.

8.

CONSENTS
(a)

The Independent Auditors and Reporting Accountants have given and have not
withdrawn their written consent to the issue of this Prospectus with the inclusion herein
of the Independent Auditors Report and the Audited Combined Financial Statements
for the Reporting Years ended 31 December 2011, 2012 and 2013 as set out in
Appendix F of this Prospectus, the Independent Auditors Report and the Unaudited
Combined Financial Information for the Reporting Period ended 30 June 2014 as set
out in Appendix G of this Prospectus and the Unaudited Pro Forma Financial
Information of Trans-cab Holdings Ltd. and its Subsidiaries for the Reporting Year
ended 31 December 2013 and the Reporting Period ended 30 June 2014 as set out in
Appendix H of this Prospectus, in the form and context in which they are included and
references to their name in the form and context in which it appears in this Prospectus
and to act in such capacity in relation to this Prospectus.

(b)

DBS Bank has given and has not withdrawn its written consent to being named in the
Prospectus as the Issue Manager, Bookrunner and Underwriter and to act in such
capacity in relation to this Prospectus.

(c)

Euromonitor International Limited has given and has not withdrawn its written consent
to the issue of this Prospectus with the inclusion of its name and references thereto and
the information prepared by it for purposes of incorporation in the section titled
Prospects, Business Strategies and Plans The Taxi Industry of this Prospectus in the
form and context in which they are included in this Prospectus and to being named in
the Prospectus as the Industry Consultant and to act in such capacity in relation to this
Prospectus.

LEGAL MATTERS
The Solicitors to the Offering and to the Company as to Singapore Law, the Solicitors to the
Issue Manager, Bookrunner and Underwriter as to Singapore Law, the Share Registrar, the
Principal Banker and Receiving Bank 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 each
of them makes no representation regarding any statement in this Prospectus and to the
maximum extent permitted by law, expressly disclaim and takes no responsibility for any
liability to any person which is based on, or arises out of, any statement, information or
opinions in, or omission from, this Prospectus.

9.

RESPONSIBILITY STATEMENT
This Prospectus has been reviewed and approved by our Directors and the Vendors, and
they individually and collectively accept full responsibility for the accuracy of the information
given in this Prospectus and confirm after made all reasonable enquiries that, to the best of
their knowledge and belief, this Prospectus constitutes full and true disclosure of all material

189

GENERAL AND STATUTORY INFORMATION


facts about the Offering, our Company and its Subsidiaries, and our Directors and the
Vendors are not aware of any facts the omission of which would make any statement in this
Prospectus misleading.
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 and the Vendors 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.
10. DOCUMENTS AVAILABLE FOR INSPECTION
The following documents may be inspected at our registered office at 58 Defu Lane 1, Defu
Industrial Estate, Singapore 539498 during normal business hours for a period of six (6)
months from the date of registration of this Prospectus:
(a)

the Memorandum and Articles of Association of our Company;

(b)

the Independent Auditors Report and the Audited Combined Financial Statements for
the Reporting Years ended 31 December 2011, 2012 and 2013 as set out in Appendix
F of this Prospectus;

(c)

the Independent Auditors Report and the Unaudited Combined Financial Information
for the Reporting Period ended 30 June 2014 as set out in Appendix G of this
Prospectus;

(d)

the Unaudited Proforma Financial Information of Trans-cab Holdings Ltd. and its
Subsidiaries for the Reporting Year ended 31 December 2013 and the Reporting Period
ended 30 June 2014 as set out in Appendix H of this Prospectus;

(e)

the respective audited financial statements of our Company and our subsidiaries, where
applicable, for FY2011, FY2012 and FY2013;

(f)

the respective interim financial information of our Company and our subsidiaries, where
applicable, for HY2014;

(g)

the material contracts referred to in paragraph 2 of this section;

(h)

the letters of consent referred to in paragraph 7 of this section;

(i)

the Service Agreements referred to in the section titled Directors, Management and
Staff Service Agreements of this Prospectus; and

(j)

the report issued by the Industry Consultant containing the information and data
presented in the section titled Prospects, Business Strategies and Plans The Taxi
Industry of this Prospectus.

190

APPENDIX A SUMMARY OF OUR ARTICLES OF ASSOCIATION


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 Articles.
The instruments that constitute and define our Company are the Memorandum and Articles of
Association of our Company.
REGISTRATION NUMBER
We are registered with the Accounting and Corporate Regulatory Authority (ACRA) under the
registration number 200917893G.
SUMMARY OF OUR ARTICLES OF ASSOCIATION
(a)

A Directors power to vote on a proposal, arrangement or contract in which the


Director is interested
Article 100
A Director shall not vote in respect of any contract or arrangement or any other proposal
whatsoever in which he has any personal material interest, directly or indirectly. A Director
shall not be counted in the quorum at a meeting in relation to any resolution on which he is
debarred from voting.

(b)

The Directors power to vote on remuneration (including pension or other benefits) for
himself or for any other director, and whether the quorum at a meeting of the board of
Directors to vote on Directors remuneration may include the director whose
remuneration is the subject of the vote
Article 77
The ordinary remuneration of the Directors, which shall from time to time be determined by
an Ordinary Resolution of the Company, shall not be increased except pursuant to an
Ordinary Resolution passed at a General Meeting where notice of the proposed increase
shall have been given in the notice convening the General Meeting and shall (unless such
resolution otherwise provides) be divisible among the Directors as they may agree, or failing
agreement, equally, except that any Director who shall hold office for part only of the period
in respect of which such remuneration is payable shall be entitled only to rank in such
division for a proportion of remuneration related to the period during which he has held office.
Article 78
Any Director who holds any executive office, or who serves on any committee of the
Directors, or who otherwise performs services which in the opinion of the Directors are
outside the scope of the ordinary duties of a Director, may be paid such extra remuneration
by way of salary, commission or otherwise as the Directors may determine, provided that
such extra remuneration (in case of an executive Director) shall not be by way of commission
on or a percentage of turnover and (in the case of a non-executive Director) shall be a fixed
sum, and not by a commission on or a percentage of profits or turnover.

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Article 79
The Directors may repay to any Director all such reasonable expenses as he may incur in
attending and returning from meetings of the Directors or of any committee of the Directors
or General Meetings or otherwise in or about the business of the Company.
Article 80
The Directors shall have power to pay and agree to pay pensions or other retirement,
superannuation, death or disability benefits to (or to any person in respect of) any Director
for the time being holding any executive office and for the purpose of providing any such
pensions or other benefits to contribute to any scheme or fund or to pay premiums.
(c)

Borrowing powers exercisable by the Directors


Article 108
Subject as hereinafter provided and to the provisions of the Statutes, the Directors may
exercise all the powers of the Company to borrow money, to mortgage or charge its
undertaking, property and uncalled capital and to issue debentures and other securities,
whether outright or as collateral security for any debt, liability or obligation of the Company
or of any third party.

(d)

Retirement or non-retirement of Directors under an age limit requirement


Article 89
At each Annual General Meeting, one-third of the Directors for the time being (or, if their
number is not a multiple of three, the number nearest to but not less than one-third) shall
retire from office by rotation, provided that no Director holding office as Managing Director
shall be subject to retirement by rotation or be taken into account in determining the number
of Directors to retire. For the avoidance of doubt, each Director (other than a Director holding
office as Managing Director) shall retire at least once every three years.
Article 90
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 a General 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 reelection or appointment and so that as between persons who became
or were last re-elected Directors on the same day, those to retire shall (unless they otherwise
agree among themselves) be determined by ballot. A retiring Director shall be eligible for
re-election.

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Article 91
The Company at a General Meeting at which a Director retires under any provision of these
Articles may by Ordinary Resolution fill the office being vacated by electing thereto the
retiring Director or some other person eligible for appointment. In default, the retiring Director
shall be deemed to have been re-elected except in any of the following cases:
(a)

where at such meeting it is expressly resolved not to fill such office or a resolution for
the reelection of such Director is put to the meeting and lost;

(b)

where such Director has given notice in writing to the Company that he is unwilling to
be reelected;

(c)

where the default is due to the moving of a resolution in contravention of the next
following Article; or

(d)

where such Director has attained any retiring age applicable to him as Director.

The retirement shall not have effect until the conclusion of the meeting except where a
resolution is passed to elect some other person in the place of the retiring Director or a
resolution for his re-election is put to the meeting and lost and accordingly a retiring Director
who is re-elected or deemed to have been re-elected will continue in office without a break.
(e)

The number of shares, if any, required for Directors qualification


Article 76
A Director shall not be required to hold any shares of the Company by way of qualification.
A Director who is not a Member of the Company shall nevertheless be entitled to receive
notice of and to attend and speak at General Meetings.

(f)

Rights, preferences and restrictions attaching to each class of shares


Article 3
(A)

Subject to the Companies Act and to these Articles, no shares may be issued by the
Directors without the prior approval of the Company in General Meeting pursuant to
Section 161 of the Companies Act, but subject thereto and the terms of such approval,
and to Article 5, and to any special rights attached to any shares for the time being
issued, the Directors may allot and issue shares or grant options over or otherwise
dispose of the same to such persons on such terms and conditions and for such
consideration and at such time and whether or not subject to the payment of any part
of the amount thereof in cash or otherwise as the Directors may think fit, and any shares
may, subject to compliance with Sections 70 and 75 of the Companies Act, be issued
with such preferential, deferred, qualified or special rights, privileges, conditions or
restrictions, whether as regards Dividend, return of capital, participation in surplus
assets and profits, voting, conversion or otherwise, as the Directors may think fit, and
preference shares may be issued which are or at the option of the Company are liable
to be redeemed, the terms and manner of redemption being determined by the Directors
in accordance with the Companies Act, provided always that no options shall be granted
over unissued shares except in accordance with the Companies Act and the listing rules

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APPENDIX A SUMMARY OF OUR ARTICLES OF ASSOCIATION


of the SGX-ST for so long as the shares of the Company are listed and quoted on the
SGX-ST and/or such other stock exchange in respect of which the shares of the
Company are listed or quoted (the Designated Stock Exchange).
(B)

The Directors may, at any time after the allotment of any share but before any person
has been entered in the Register of Members as the holder, recognise a renunciation
thereof by the allottee in favour of some other person and may accord to any allottee
of a share a right to effect such renunciation upon and subject to such terms and
conditions as the Directors may think fit to impose.

(C) Except so far as otherwise provided by the conditions of issue or by these Articles, all
new shares shall be issued subject to the provisions of the Statutes and of these Articles
with reference to allotment, payment of calls, lien, transfer, transmission, forfeiture or
otherwise.
Article 8
(A)

Preference shares may be issued subject to such limitation thereof as may be


prescribed by any Designated Stock Exchange. In particular, the total number of issued
preference shares shall not exceed the total number of issued ordinary shares issued
at any time. Preference shareholders shall have the same rights as ordinary
shareholders as regards receiving notices, reports and balance-sheets and attending
General Meetings of the Company, and preference shareholders shall also have the
right to vote at any General Meeting convened for the purpose of reducing capital or
winding-up or sanctioning a sale of the undertaking of the Company or where the
proposal to be submitted to the General Meeting directly affects their rights and
privileges or when the Dividend on the preference shares is in arrear for more than six
months.

(B)

The Company has power to issue further preference capital ranking equally with, or in
priority to, preference shares already issued.

Article 9
(A)

Whenever the share capital of the Company is divided into different classes of shares,
the variation or abrogation of the special rights attached to any class may, subject to the
provisions of the Companies Act, only be made either with the consent in writing of the
holders of three-quarters of the total number 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 the shares of the class (but not otherwise) and may be so made either whilst
the Company is a going concern or during or in contemplation of a winding-up. To every
such separate General Meeting all the provisions of these Articles relating to General
Meetings of the Company and to the proceedings thereat shall mutatis mutandis apply,
except that the necessary quorum shall be two or more persons holding at least
one-third of the total number of the issued shares of the class present in person or by
proxy or attorney and that any holder of shares of the class present in person or by
proxy or attorney may demand a poll and that every such holder shall on a poll have one
vote for every share of the class held by him where the class is a class of equity shares
within the meaning of Section 64(1) of the Companies Act or at least one vote for every
share of the class where the class is a class of preference shares within the meaning
of Section 180(2) of the Companies Act, provided always that where the necessary
majority for such a Special Resolution is not obtained at such General Meeting, the
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APPENDIX A SUMMARY OF OUR ARTICLES OF ASSOCIATION


consent in writing, if obtained from the holders of three-quarters of the total number of
the issued shares of the class concerned within two months of such General Meeting,
shall be as valid and effectual as a Special Resolution carried at such General Meeting.
(B)

The provisions in Article 9(A) shall mutatis mutandis apply to any repayment of
preference capital (other than redeemable preference capital) and any variation or
abrogation of the rights attached to preference shares or any class thereof.

(C) The special rights attached to any class of shares having preferential rights shall not
unless otherwise expressly provided by the terms of issue thereof be deemed to be
varied by the creation or issue of further shares ranking as regards participation in the
profits or assets of the Company in some or all respects pari passu therewith but in no
respect in priority thereto.
Article 14
Every person whose name is entered as a Member in the Register of Members shall be
entitled, within ten market days (or such period as the Directors may determine having regard
to any limitation thereof as may be prescribed by the Designated Stock Exchange from time
to time) after the closing date of any application for shares or (as the case may be) the date
of lodgement of a registrable transfer, to receive one certificate for all his shares of any one
class or to several certificates in reasonable denominations each for a part of the shares so
allotted or transferred.
Article 34
(A)

There shall be no restriction on the transfer of fully paid up shares (except where
required by law or by the rules, bye-laws or listing rules of the Designated Stock
Exchange) but the Directors may in their discretion decline to register any transfer of
shares upon which the Company has a lien, and in the case of shares not fully paid up,
may refuse to register a transfer to a transferee of whom they do not approve, provided
always that in the event of the Directors refusing to register a transfer of shares, the
Company shall within ten market days (or such period as the Directors may determine
having regard to any limitation thereof as may be prescribed by the Designated Stock
Exchange from time to time) after the date on which the application for a transfer of
shares was made, serve a notice in writing to the applicant stating the facts which are
considered to justify the refusal as required by the Statutes.

(B)

The Directors may decline to register any instrument of transfer unless:


(a)

such fee not exceeding S$2.00 (or such other fee as the Directors may determine
having regard to any limitation thereof as may be prescribed by the Designated
Stock Exchange from time to time) as the Directors may from time to time require
is paid to the Company in respect thereof;

(b)

the amount of proper duty (if any) with which each instrument of transfer is
chargeable under any law for the time being in force relating to stamps is paid;

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APPENDIX A SUMMARY OF OUR ARTICLES OF ASSOCIATION


(c)

the instrument of transfer is deposited at the Office or at such other place (if any)
as the Directors may appoint accompanied by a certificate of payment of stamp
duty (if stamp duty is payable on such instrument of transfer in accordance with
any law for the time being in force relating to stamp duty), the certificates of the
shares to which it relates, and such other evidence as the Directors may
reasonably require to show the right of the transferor to make the transfer and, if
the instrument of transfer is executed by some other person on his behalf, the
authority of the person so to do; and

(d)

the instrument of transfer is in respect of only one class of shares.

Article 41
A reference to a Member shall be a reference to a registered holder of shares in the
Company, or where such registered holder is CDP, the Depositors on behalf of whom CDP
holds the shares, Provided that:
(a)

a Depositor shall only be entitled to attend any General Meeting and to speak and vote
thereat if his name appears on the Depository Register maintained by CDP forty-eight
hours before the General Meeting as a Depositor on whose behalf CDP holds shares in
the Company, the Company being entitled to deem each such Depositor, or each proxy
of a Depositor who is to represent the entire balance standing to the Securities Account
of the Depositor, to represent such number of shares as is actually credited to the
Securities Account of the Depositor as at such time, according to the records of CDP as
supplied by CDP to the Company, and where a Depositor has apportioned the balance
standing to his Securities Account between two proxies, to apportion the said number
of shares between the two proxies in the same proportion as previously 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 proportion of Depositors shareholding specified in the instrument of proxy, or where
the balance standing to a Depositors Securities Account has been apportioned
between two proxies the aggregate of the proportions of the Depositors shareholding
they are specified to represent, and the true balance standing to the Securities Account
of a Depositor as at the time of the General Meeting, if the instrument is dealt with in
such manner as is provided above;

(b)

the payment by the Company to CDP 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;

(c)

the delivery by the Company to CDP 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; and

(d)

the provisions in these Articles relating to the transfers, transmissions or certification of


shares shall not apply to the transfer of book-entry securities (as defined in the
Statutes).

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Article 42
Except as required by the Statutes or law, no person shall be recognized by the Company as
holding any share upon any trust, and the Company shall not be bound by or compelled in
any way to recognize (even when having notice thereof) any equitable, contingent, future or
partial interest in any share, or any interest in any fractional part of a share, or (except only
as by these Articles or by the Statutes or law otherwise provided) any other right in respect
of any share, except an absolute right to the entirety thereof in the registered holder and
nothing in these Articles contained relating to CDP or to Depositors or in any depository
agreement made by the Company with any common depository for shares shall in any
circumstances be deemed to limit, restrict or qualify the above.
Article 48
Any Annual General Meeting and any Extraordinary General Meeting at which it is proposed
to pass a Special Resolution or (save as provided by the Statutes) a resolution of which
special notice has been given to the Company, shall be called by twenty-one days notice in
writing at the least and an Annual General Meeting or any other Extraordinary General
Meeting, by fourteen days notice in writing at the least. The period of notice shall in each
case be exclusive of the day on which it is served or deemed to be served and of the day on
which the General Meeting is to be held and shall be given in manner hereinafter mentioned
to all Members other than such as are not under the provisions of these Articles entitled to
receive such notices from the Company, Provided that a General Meeting notwithstanding
that it has been called by a shorter notice than that specified above shall be deemed to have
been duly called if it is so agreed:
(a)

in the case of an Annual General Meeting by all the Members entitled to attend and vote
thereat; and

(b)

in the case of an Extraordinary General Meeting by a majority in number of the Members


having a right to attend and vote thereat, being a majority together holding not less than
95 per cent. of the total voting rights of all the Members having a right to vote at thereat;

Provided also that the accidental omission to give notice to or the non-receipt of notice by
any person entitled thereto shall not invalidate the proceedings at any General Meeting. At
least fourteen days notice of any General Meeting shall be given by advertisement in the
daily press and in writing to the Designated Stock Exchange, Provided Always that in the
case of any Extraordinary General Meeting at which it is proposed to pass a Special
Resolution, at least twenty-one days notice in writing of such Extraordinary General Meeting
shall be given to the Designated Stock Exchange.
Article 62
Subject to any special rights or restrictions as to voting attached by or in accordance with
these Articles to any class of shares, and to Article 4, each Member entitled to vote may vote
in person or by proxy. On a show of hands every Member who is present in person or by
proxy shall have one vote (provided that in the case of a Member who is represented by two
proxies, only one of the two proxies as determined by that Member or, failing such
determination, by the Chairman of the General Meeting (or by a person authorised by him)
in his sole discretion shall be entitled to vote on a show of hands) and on a poll every Member
who is present in person or by proxy shall have one vote for every share of which he holds
or represents. For the purposes of determining the number of votes which a Member, being
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APPENDIX A SUMMARY OF OUR ARTICLES OF ASSOCIATION


a Depositor, or his proxy may cast at any General Meeting on a poll, the references to shares
held or represented shall, in relation to shares of that Depositor, be the number of shares
entered against his name in the Depository Register as at 48 hours before the time of the
relevant General Meeting as certified by CDP to the Company. A Member who is bankrupt
shall not, while his bankruptcy continues, be entitled to exercise his rights as a Member, or
attend, vote or act at any General Meeting.
Article 63
In the case of joint holders of a share, any one of such persons shall be entitled to vote, but
if more than one of such persons is present at a meeting, the vote of the senior who tenders
a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the
other joint holders and for this purpose seniority shall be determined by the order in which
the names stand in the Register of Members or, as the case may be, the order in which the
names appear in the Depository Register in respect of the joint holding.
Article 64
Where in Singapore or elsewhere a receiver or other person (by whatever name called) has
been appointed by any court claiming jurisdiction in that behalf to exercise powers with
respect to the property or affairs of any Member on the ground (however formulated) of
mental disorder, the Directors may in their absolute discretion, upon or subject to production
of such evidence of the appointment as the Directors may require, permit such receiver or
other person on behalf of such Member, to vote in person or by proxy at any General
Meeting, or to exercise any other right conferred by membership in relation to meetings of the
Company.
Article 65
No Member shall be entitled in respect of shares held by him to vote at a General Meeting
either personally or by proxy or to exercise any other right conferred by membership in
relation to General Meetings if any call or other sum payable by him to the Company in
respect of such shares remains unpaid. Conversely, a member shall be entitled in respect of
shares held by him to vote at a General Meeting either personally or by proxy or to exercise
any other right conferred by membership in relation to General Meetings if all call or other
sums payable by him to the Company in respect of such shares have been paid.
(g)

Any change in capital


Article 5
(A)

Subject to any direction to the contrary that may be given by the Company in General
Meeting or except as permitted by the rules of the Designated Stock Exchange, all new
shares shall, before issue, be offered to such persons who as at the date of the offer are
entitled to receive notices from the Company of General Meetings in proportion, as far
as the circumstances admit, to the number of the existing shares to which they are
entitled. The offer shall be made by notice specifying the number of shares offered, and
limiting a time within which the offer, if not accepted, will be deemed to be declined, and,
after the expiration of the aforesaid 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 dispose of any new shares which (by reason
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APPENDIX A SUMMARY OF OUR ARTICLES OF ASSOCIATION


of the ratio which the new shares bear to shares held by persons entitled to an offer of
new shares) cannot, in the opinion of the Directors, be conveniently offered under this
Article 5(A).
(B)

Notwithstanding Article 5(A) above, 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)

(b)

(i)

issue shares in the capital of the Company (shares) whether by way of


rights, bonus or otherwise; and/or

(ii)

make or grant offers, agreements or options (collectively, Instruments) that


might or would require shares to be issued, including but not limited to the
creation and issue of (as well as adjustments to) warrants, debentures or
other instruments convertible into shares; and

(notwithstanding the authority conferred by the Ordinary Resolution may have


ceased to be in force) issue shares in pursuance of any Instrument made or
granted by the Directors 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 Designated Stock Exchange;

(2)

in exercising the authority conferred by the Ordinary Resolution, the Company


shall comply with the provisions of the listing rules of the Designated Stock
Exchange for the time being in force (unless such compliance is waived by the
Designated Stock Exchange) and these Articles; and

(3)

(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).

(C) The Company may, notwithstanding Articles 5(A) and 5(B) above, authorise the
Directors not to offer new shares to Members to whom by reason of foreign securities
laws, such offers may not be made without registration of the shares or a prospectus or
other document, but to sell the entitlements to the new shares on behalf of such
Members on such terms and conditions as the Company may direct.

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APPENDIX A SUMMARY OF OUR ARTICLES OF ASSOCIATION


Article 10
The Company may by Ordinary Resolution:
(a)

consolidate and divide all or any of its share capital;

(b)

sub-divide its shares, or any of them, provided always that in such subdivision the
proportion between the amount paid and the amount (if any) unpaid on each reduced
share shall be same as it was in the case of the share from which the reduced share is
derived;

(c)

convert or exchange any class of shares into or for any other class of shares; and/or

(d)

cancel the number of shares which at the date of the passing of the resolution in that
behalf have not been taken or agreed to be taken by any person or which have been
forfeited and diminish the amount of its share capital by the number of the shares so
cancelled.

Article 11

(h)

(A)

The Company may reduce its share capital or any other undistributable reserve in any
manner permitted, and with, and subject to, any incident authorised, and consent or
confirmation required, by law.

(B)

The Company may purchase or otherwise acquire its issued shares subject to and in
accordance with the provisions of the Statutes and any applicable rules of the
Designated Stock Exchange (hereafter, the Relevant Laws), on such terms and
subject to such conditions as the Company may in General Meeting prescribe in
accordance with the Relevant Laws. Any shares purchased or acquired by the Company
as aforesaid shall, unless held in treasury in accordance with the Companies Act, be
deemed to be cancelled immediately on purchase or acquisition by the Company. On
the cancellation of any share as aforesaid, the rights and privileges attached to that
share shall expire. In any other instance, the Company may hold or deal with any such
share which is so purchased or acquired by it in such manner as may be permitted by,
and in accordance with the Relevant Laws. Without prejudice to the generality of the
foregoing, upon cancellation of any share purchased or otherwise acquired by the
Company pursuant to these Articles and the Statutes, the number of issued shares of
the Company shall be diminished by the number of shares so cancelled, and, where any
such cancelled share was purchased or acquired out of the capital of the Company, the
amount of share capital of the Company shall be reduced accordingly.

Any change in the respective rights of the various classes of shares including the
action necessary to change the rights
Article 9
(A)

Whenever the share capital of the Company is divided into different classes of shares,
the variation or abrogation of the special rights attached to any class may, subject to the
provisions of the Companies Act, only be made either with the consent in writing of the
holders of three-quarters of the total number 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 the shares of the class (but not otherwise) and may be so made either whilst
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the Company is a going concern or during or in contemplation of a winding-up. To every
such separate General Meeting all the provisions of these Articles relating to General
Meetings of the Company and to the proceedings thereat shall mutatis mutandis apply,
except that the necessary quorum shall be two or more persons holding at least
one-third of the total number of the issued shares of the class present in person or by
proxy or attorney and that any holder of shares of the class present in person or by
proxy or attorney may demand a poll and that every such holder shall on a poll have one
vote for every share of the class held by him where the class is a class of equity shares
within the meaning of Section 64(1) of the Companies Act or at least one vote for every
share of the class where the class is a class of preference shares within the meaning
of Section 180(2) of the Companies Act, provided always that where the necessary
majority for such a Special Resolution is not obtained at such General Meeting, the
consent in writing, if obtained from the holders of three-quarters of the total number of
the issued shares of the class concerned within two months of such General Meeting,
shall be as valid and effectual as a Special Resolution carried at such General Meeting.
(B)

The provisions in Article 9(A) shall mutatis mutandis apply to any repayment of
preference capital (other than redeemable preference capital) and any variation or
abrogation of the rights attached to preference shares or any class thereof.

(C) The special rights attached to any class of shares having preferential rights shall not
unless otherwise expressly provided by the terms of issue thereof be deemed to be
varied by the creation or issue of further shares ranking as regards participation in the
profits or assets of the Company in some or all respects pari passu therewith but in no
respect in priority thereto.
(i)

Dividends and distribution


Article 123
The Company may by Ordinary Resolution declare dividends but no such dividend shall
exceed the amount recommended by the Directors.
Article 124
If and so far as in the opinion of the Directors, the profits of the Company justify such
payments, the Directors may declare and pay the fixed dividends on any class of shares
carrying a fixed dividend expressed to be payable on fixed dates on the half-yearly or other
dates prescribed for the payment thereof and may also from time to time declare and pay
interim dividends on shares of any class of such amounts and on such dates and in respect
of such periods as they think fit.
Article 125
Subject to any rights or restrictions attached to any shares or class of shares and except as
otherwise permitted under the Companies Act:
(a)

all dividends in respect of shares must be paid in proportion to the number of shares
held by a Member, but where shares are partly paid, all dividends must be apportioned
and paid proportionately to the amounts paid or credited as paid on the partly paid
shares; and

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APPENDIX A SUMMARY OF OUR ARTICLES OF ASSOCIATION


(b)

all dividends must be apportioned and paid proportionately to the amounts so paid or
credited as paid during any portion or portions of the period in respect of which the
dividend is paid.

For the purposes of this Article, an amount paid or credited as paid on a share in advance
of a call is to be ignored.
Article 126
(A)

No dividend shall be paid otherwise than out of profits available for distribution under
the provisions of the Statutes. 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 remaining unclaimed
after one (1) year from having been first payable may be invested or otherwise made
use of by the Directors for the benefit of the Company, and any dividend or any such
moneys unclaimed after six (6) years from having been first payable shall be forfeited
and shall revert to the Company provided always that 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 CDP 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.

(B)

A payment by the Company to CDP of any dividend or other moneys payable to a


Depositor shall, to the extent of the payment made, discharge the Company from any
liability to the Depositor in respect of that payment.

Article 127
No Dividend or other monies payable on or in respect of a share shall bear interest as against
the Company.
Article 128
(A)

The Directors may retain any dividend or other monies payable on or in respect of a
share on which the Company has a lien and may apply the same in or towards
satisfaction of the debts, liabilities or engagements in respect of which the lien exists.

(B)

The Directors may retain the dividends payable upon shares in respect of which any
person is under the provisions as to the transmission of shares hereinbefore contained
entitled to become a Member, or which any person is under those provisions entitled to
transfer, until such person shall become a Member in respect of such shares or shall
transfer the same.

Article 129
The waiver in whole or in part of any dividend on any share by any document (whether or not
under seal) shall be effective only if such document is signed by the Member (or the person
entitled to the share in consequence of the death or bankruptcy of the holder) and delivered
to the Company and if or to the extent that the same is accepted as such or acted upon by
the Company.
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Article 130
The Company may upon the recommendation of the Directors by Ordinary Resolution direct
payment of a dividend in whole or in part by the distribution of specific assets (and in
particular of paid-up shares or debentures of any other company) and the Directors shall give
effect to such resolution. Where any difficulty arises with regard to such distribution, the
Directors may settle the same as they think expedient and in particular, may issue fractional
certificates, may fix the value for distribution of such specific assets or any part thereof, may
determine that cash payments shall be made to any Member upon the footing of the value
so fixed in order to adjust the rights of all parties and may vest any such specific assets in
trustees as may seem expedient to the Directors.
Article 131
Any dividend or other monies payable in cash on or in respect of a share may be paid by
cheque or warrant sent through the post to the registered address appearing in the Register
of Members or (as the case may be) the Depository Register of the Member or person
entitled thereto (or, if two (2) or more persons are registered in the Register of Members or
(as the case may be) entered in the Depository Register as joint holders of the share or are
entitled thereto in consequence of the death or bankruptcy of the holder, to any one of such
persons) or to such person and such address as such Member or person or persons may by
writing direct.
Every such cheque or warrant shall be made payable to the order of the person to whom it
is sent or to such person as the holder or joint holders or person or persons entitled to the
share in consequence of the death or bankruptcy of the holder may direct and payment of the
cheque or warrant by the banker upon whom it is drawn shall be a good discharge to the
Company. Every such cheque or warrant shall be sent at the risk of the person entitled to the
money represented thereby.
Article 132
If two or more persons are registered in the Register of Members or (as the case may be) the
Depository Register as joint holders of any share, or are entitled jointly to a share in
consequence of the death or bankruptcy of the holder, any one of them may give effectual
receipts for any dividend or other moneys payable or property distributable on or in respect
of the share.
Article 133
Any resolution declaring a dividend on shares of any class, whether a resolution of the
Company in General Meeting or a resolution of the Directors, may specify that the same shall
be payable to the persons registered as the holders of such shares in the Register of
Members or (as the case may be) the Depository Register at the close of business on a
particular date and thereupon the dividend shall be payable to them in accordance with their
respective holdings so registered, but without prejudice to the rights inter se in respect of
such dividend of transferors and transferees of any such shares.

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APPENDIX B DESCRIPTION OF OUR SHARES


The following statements are brief summaries of the rights and privileges of our Shareholders
conferred by the laws of Singapore, the Listing Manual and our Articles of Association (Articles).
These statements summarise the material provisions of our Articles but are qualified in entirety by
reference to our Articles, a copy of which is available for inspection at our registered office during
normal business hours for a period of six (6) months from the date of this Prospectus.
Ordinary Shares
Our Shares which have identical rights in all respects, rank equally with one another. Our Articles
of Association provide that we may issue shares of a different class with preferential, deferred,
qualified or special rights, privileges or restrictions as our Board of Directors may think fit, and may
issue preference shares which are, or at our option, redeemable, subject to certain limitations. All
of our Shares are in registered form. We may, subject to the provisions of the Companies Act and
the rules of the SGX-ST, purchase our Shares. However, we may not, except in circumstances
permitted by the Companies Act, grant any financial assistance for the acquisition or proposed
acquisition of our Shares.
New Shares
New Shares may only be issued with the prior approval of our Shareholders in a general meeting.
The aggregate number of Shares to be issued pursuant to a share issue mandate may not exceed
50% (or such other limit as may be prescribed by the SGX-ST) of our issued share capital
(excluding treasury shares), of which the aggregate number of Shares and convertible securities
issued other than on a pro rata basis to our Shareholders may not exceed 20% (or such other limit
as may be prescribed by the SGX-ST) of our issued share capital excluding treasury shares (the
percentage of issued share capital being based on our Companys issued share capital at the time
of the passing of the resolution approving the mandate, after adjusting for, among others, new
shares arising from the conversion of convertible securities or employee share options on issue
at the time such authority is given and any subsequent consolidation or subdivision of Shares).
The approval, if granted, will lapse at the conclusion of the first annual general meeting following
the date on which the approval was granted or the date by which the annual general meeting is
required by law to be held, whichever is the earlier. Subject to the foregoing, the provisions of the
Companies Act and any special rights attached to any class of shares currently issued, all new
Shares are under the control of our Board 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 our Register of Members and, in cases in which the person
so registered is CDP, the persons named as the Depositors in the Depository Register maintained
by CDP for the Shares, are recognised as our Shareholders. We will not, except as required by
law, recognise any equitable, contingent, future or partial interest in any Share or other rights for
any Share other than the absolute right thereto of the registered holder of that Share or of the
person whose name is entered in the Depository Register for that Share. We may close our
Register of Members at any time or times if we provide the SGX-ST with at least five (5) clear
Market Days notice, or such other periods as may be prescribed by the SGX-ST. However, the
Register of Members may not be closed for more than 30 days in aggregate in any calendar year.
We typically close our Register of Members to determine Shareholders entitlement to receive
dividends and other distributions.

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APPENDIX B DESCRIPTION OF OUR SHARES


Transfer of Shares
There is no restriction on the transfer of fully paid Shares except where required by law or the
Listing Manual or the rules or by-laws of any stock exchange on which our Company is listed or
as provided in our Articles of Association. Our Board of Directors may decline to register any
transfer of Shares which are not fully paid Shares or Shares on which we have a lien. Our Shares
may be transferred by a duly signed instrument of transfer in a form approved by the SGX-ST or
any stock exchange on which our Company is listed. Our Board 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 together with the share certificate and such other evidence of title as
they may require. We will replace lost or destroyed certificates for Shares if it is properly notified
and if the applicant pays a fee which will not exceed S$2.00 and furnishes any evidence and
indemnity that our Board of Directors may require.
General Meetings of Shareholders
We are required to hold an annual general meeting every year and not more than 15 months after
the holding of the last preceding annual general meeting. Our Board of Directors 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, two (2) or more Shareholders holding not less than 10% of our issued
share capital may call a meeting. Unless otherwise required by law or by our Articles, voting at
general meetings is by ordinary resolution, requiring an affirmative vote of a simple majority of the
votes cast at the 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 our Articles, a change of our corporate name
and a reduction in our share capital. We 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 each of our
Shareholders who have supplied us with an address in Singapore for the giving of notices and
must set forth the place, the day and the hour of the meeting and, in the case of special business,
the general nature of that business.
Voting Rights
A holder of our Shares is entitled to attend, speak and vote at any general meeting, in person or
by proxy. Proxies need not be Shareholders. A person who holds Shares through the SGX-ST
book-entry settlement system will only be entitled to vote at a general meeting as a Shareholder
if his name appears on the depository register maintained by CDP 48 hours before the general
meeting. Except as otherwise provided in our Articles, two (2) or more Shareholders must be
present in person or by proxy to constitute a quorum at any general meeting. Under our Articles,
on a show of hands, every Shareholder present in person and by proxy shall have one vote
(provided that in the case of a Shareholder who is represented by two proxies, only one of the two
(2) proxies as determined by that Shareholder or, failing such determination, by the Chairman of
the General Meeting (or by a person authorised by him) in his sole discretion shall be entitled to
vote on a show of hands) and on a poll, every Shareholder present in person or by proxy shall
have one vote for each Share which he holds or represents.
With effect from 1 August 2015, the Listing Manual requires all resolutions at general meeting to
be voted by poll. Our Articles provide that if so required by the rules of any stock exchange upon
which shares in our Company may be listed, a resolution put to vote of all general meetings shall
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APPENDIX B DESCRIPTION OF OUR SHARES


be conducted by poll. A poll may be demanded in certain circumstances, including by the chairman
of the meeting or by any Shareholder present in person or by proxy and representing not less than
10% of the total voting rights of all shareholders having the right to attend and vote at the meeting
or by any two (2) Shareholders present in person or by proxy and entitled to vote. In the case of
an equality of votes, whether on a show of hands or a poll, the chairman of the meeting shall be
entitled to a casting vote.
Dividends
We may, by ordinary resolution of our Shareholders, declare dividends at a general meeting, but
we may not pay dividends in excess of the amount recommended by our Board of Directors. We
must pay all dividends out of our profits. All dividends are paid pro rata among our Shareholders
in proportion to the amount paid up on each Shareholders Shares, unless the rights attaching to
an issue of any 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 us to CDP of any dividend payable to a
Shareholder whose name is entered in the Depository Register shall, to the extent of payment
made to CDP, discharge us from any liability to that Shareholder in respect of that payment.
Bonus and Rights Issue
Our Directors may, with approval of our Shareholders at a general meeting, capitalise any
reserves or profits (including profits or moneys carried and standing to any reserve) and distribute
the same as bonus Shares credited as paid-up to our Shareholders in proportion to their
shareholdings. Our Directors may also issue rights to take up additional Shares to Shareholders
in proportion to their shareholdings. Such rights are subject to any conditions attached to such
issue and the regulations of any stock exchange on which we are listed.
Takeovers
Under the Singapore Code on Take-overs and Mergers (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)

a company;

(ii)

the parent company of (i);

(iii) the subsidiaries of (i);


(iv) the fellow subsidiaries of (i);
(v)

the associated companies of (i), (ii), (iii) or (iv);


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APPENDIX B DESCRIPTION OF OUR SHARES


(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);

(c)

a company with any of its pension funds and employee share schemes;

(d)

a person with any investment company, unit trust or other fund whose investment such
person manages on a discretionary basis, but only in respect of the investment account
which such person manages;

(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

(ii)

all the funds which the adviser manages on a discretionary basis, where the
shareholdings of the adviser and any of those funds in the customer total 10% or more
of the customers equity share capital;

(f)

directors of a company (together with their close relatives, related trusts and companies
controlled by any of such directors, their close relatives and related trusts) which is subject
to an offer or where the directors have reason to believe a bona fide offer for their company
may be imminent;

(g)

partners; and

(h)

the following persons and entities:


(i)

an individual;

(ii)

the close relatives of (i);

(iii) the related trusts of (i);


(iv) any person who is accustomed to act in accordance with the instructions of (i);
(v)

companies controlled by any of (i), (ii), (iii) or (iv); and

(vi) any person who has provided 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 six (6) months.

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APPENDIX B DESCRIPTION OF OUR SHARES


Liquidation or Other Return of Capital
If we are liquidated or in the event of any other return of capital, holders of our Shares will be
entitled to participate in any surplus assets in proportion to their shareholdings, subject to any
special rights attaching to any other class of shares.
Indemnity
As permitted by Singapore law, our Articles provide that, subject to the Companies Act, our Board
of Directors and officers shall be entitled to be indemnified by us 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 judgement 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. We may not indemnify our
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 us.
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 our Articles on the rights of non-resident shareholders to hold or vote in
respect of our Shares.
Substantial Shareholdings
Under the Securities and Futures Act, a person has a substantial shareholding in our Company if
he has an interest (or interests) in one (1) or more voting shares (excluding treasury shares) in our
Company and the total votes attached to that share or those shares, is not less than 5% of the
aggregate of the total votes attached to all voting shares (excluding treasury shares) in our
Company.
The Securities and Futures Act requires our Substantial Shareholders, or if they cease to be our
Substantial Shareholders, to give notice to us of particulars of the voting shares in our Company
in which they have or had an interest (or interests) and the nature and extent of that interest or
those interests, and of any change in the percentage level of their interest.
In addition, the deadline for a Substantial Shareholder to make disclosure to our Company under
the Securities and Futures Act is two (2) Singapore business days after he becomes aware:
(a)

that he is or (if he had ceased to be one) had been a Substantial Shareholder;

(b)

of any change in the percentage level in his interest; or

(c)

that he had ceased to be a substantial Shareholder,

there being a conclusive presumption of a person being aware of a fact or occurrence at the time
at which he would, if he had acted with reasonable diligence in the conduct of his affairs, have
been aware.

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APPENDIX B DESCRIPTION OF OUR SHARES


Following the above, we will in turn announce or otherwise disseminate the information stated in
the notice to the SGX-ST as soon as practicable and in any case, no later than the end of the
Singapore business day following the day on which we received the notice.
Percentage level, in relation to a Substantial Shareholder in our Company, means the
percentage figure ascertained by expressing the total votes attached to all the voting shares in our
Company 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 the voting shares (excluding treasury shares) in our Company, and, if it is not a
whole number, rounding that figure down to the next whole number.
While the definition of an interest in our voting shares for the purposes of substantial shareholder
disclosure requirements under the Securities and Futures Act is similar to that under the
Companies Act, the Securities and Futures Act provides that a person who has authority (whether
formal or informal, or express or implied) to dispose of, or to exercise control over the disposal of,
a voting share is regarded as having an interest in such share, even if such authority is, or is
capable of being made, subject to restraint or restriction in respect of particular voting 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 of our shareholders, as they think fit to remedy any of the following
situations where:
(a)

our affairs are being conducted or the powers of our Board of Directors are being exercised
in a manner oppressive to, or in disregard of the interests of, one or more of our
shareholders; or

(b)

we take an action, or threaten to take an action, or our shareholders pass a resolution, or


propose to pass a resolution, which unfairly discriminates against, or is otherwise prejudicial
to, one or more of our shareholders, including the applicant.

Singapore courts have a 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, the
Singapore courts may:
(a)

direct or prohibit any act or cancel or vary any transaction or resolution;

(b)

regulate the conduct of our affairs in the future;

(c)

authorise civil proceedings to be brought in our name of, or on behalf of, by a person or
persons and on such terms as the court may direct;

(d)

provide for the purchase of a minority shareholders Shares by our other shareholders or by
us and, in the case of a purchase of Shares by us, a corresponding reduction of our share
capital; or

(e)

provide that we be wound up.

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APPENDIX B DESCRIPTION OF OUR SHARES


Treasury Shares
Our Articles expressly permits our Company to acquire our issued shares and to hold such shares
as treasury shares in accordance with the requirements of section 76 of the Companies Act. Our
Company may make a purchase or an acquisition of our own shares (i) on a securities exchange
if the purchase or acquisition has been authorized in advance by our Company in general meeting;
or (ii) otherwise than on a securities exchange if the purchase or acquisition is made in
accordance with an equal access scheme authorized in advance by our company in general
meeting.
The aggregate number of ordinary Shares held as treasury shares shall not at any time exceed
10% of the total number of Shares of our Company at that time. Any excess shares shall be
disposed or cancelled before the end of a period of 6 months beginning with the day on which that
contravention of limit occurs, or such further period as the Registrar may allow. Where ordinary
Shares or stocks are held as treasury shares by our Company through purchase or acquisition by
our Company, our Company shall be entered in the register as the member holding those shares
or stocks.
Our Company shall not exercise any right in respect of the treasury shares and any purported
exercise of such a right is void. Such rights include any right to attend or vote at meetings and our
Company shall be treated as having no right to vote and the treasury shares shall be treated as
having no voting rights. In addition, no dividend may be paid, and no other distribution (whether
in cash or otherwise) of our Companys assets (including any distribution of assets to members on
a winding up) may be made, to our Company in respect of the treasury shares. However, this
would not prevent an allotment of shares as fully paid bonus shares in respect of the treasury
shares or the subdivision or consolidation of any treasury share into treasury share of a smaller
amount, if the total value of the treasury shares after the subdivision or consolidation is the same
as the total value of the treasury share before the subdivision or consolidation, as the case may
be.
Where shares are held as treasury shares, our Company may at any time (i) sell the shares (or
any of them) for cash; (ii) transfer the shares (or any of them) for the purposes of or pursuant to
an employees share scheme; (iii) transfer the shares (or any of them) as consideration for the
acquisition of shares in or assets of another company or assets of a person; or (iv) cancel the
shares (or any of them).

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APPENDIX C RULES OF THE TRANS-CAB PSP


1.

NAME OF THE PLAN

1.1

The Plan shall be called the Trans-cab Performance Share Plan.

2.

DEFINITIONS

2.1

In this Plan, unless the context otherwise requires, the following words and expressions
shall have the following meanings:
Act

The Companies Act, Chapter 50 of Singapore as


amended from time to time

Adoption Date

The date on which the Plan is adopted by the Company


in general meeting

Associate

Shall have the meaning assigned to it in the Listing


Manual

Associated Company

A company in which at least 20% but not more than


50% of its issued shares are held by the Company or
the Group and over which the Company has Control

Auditors

The auditors of the Company for the time being

Award

A contingent award of Shares granted under Rule 5

Award Date

In relation to an Award, the date on which the Award is


granted pursuant to Rule 5

Award Letter

A letter in such form as the Committee shall approve


confirming an Award granted to a Participant by the
Committee

CDP

The Central Depository (Pte) Limited

Committee

The Remuneration Committee of the Company

Company

Trans-cab Holdings Ltd., a company incorporated in


Singapore

Control

The capacity to dominate decision-making, directly or


indirectly, in relation to the financial and operating
policies of the Company

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APPENDIX C RULES OF THE TRANS-CAB PSP


Controlling Shareholder

A person who holds directly or indirectly 15% or more of


the total number of issued Shares (excluding Shares
held by the Company as treasury shares) (unless
otherwise determined by the Singapore Exchange that
a person who satisfies this subparagraph is not a
controlling shareholder); or in fact exercises Control
over the Company

Group

The Company and its subsidiaries and Associated


Companies (as they may exist from time to time)

Group Executive

Any employee of our Group or our Associated


Companies (including any Group Executive Director
who meet the relevant criteria and who shall be
regarded as a Group Executive for the purposes of the
Plan) selected by the Committee to participate in the
Plan in accordance with Rule 4

Group Executive Director

A director of the Company and/or any of its subsidiaries


and/or any of its Associated Companies, as the case
may be, who performs an executive function

Listing Manual

The Listing Manual of the SGX-ST

Non-executive Director

A director of the Company and/or its subsidiaries, other


than one who performs an executive function

Participant

A person who has been granted an Award pursuant to


the Plan

Performance Condition

In relation to an Award, the condition specified on the


Award Date in relation to that Award

Performance Period

The period, as may be determined by the Committee at


its discretion, during which the Performance Condition
is to be satisfied

Plan

The Trans-cab Performance Share Plan, as modified or


supplemented from time to time

Release

In relation to an Award, the release at the end of the


Performance Period relating to that Award of all or
some of the Shares to which that Award relates in
accordance with Rule 7 and, to the extent that any
Shares which are the subject of the Award are not
released pursuant to Rule 7, the Award in relation to
those Shares shall lapse accordingly, and Released
shall be construed accordingly

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APPENDIX C RULES OF THE TRANS-CAB PSP


Release Schedule

In relation to an Award, a schedule in such form as the


Committee shall approve, setting out the extent to
which Shares which are the subject of that Award shall
be released on the Performance Condition being
satisfied (whether fully or partially) or exceeded or not
being satisfied, as the case may be, at the end of the
Performance Period

Released Award

An Award which has been released in accordance with


Rule 7

Retention Period

Such retention period as may be determined by the


Committee and notified to the Participant at the grant of
the relevant Award to that Participant

SGX-ST

The Singapore Exchange Securities Trading Limited

Shares

Ordinary shares in the capital of the Company

Trading Day

A day on which the Shares are traded on the Singapore


Exchange

Vesting

In relation to Shares which are the subject of a


Released Award, the absolute entitlement to all or
some of the Shares which are the subject of a Released
Award and Vest and Vested shall be construed
accordingly

Vesting Date

In relation to Shares which are the subject of a


Released Award, the date (as determined by the
Committee and notified to the relevant Participant) on
which those Shares have Vested pursuant to Rule 7

2.2

Words importing the singular number shall, where applicable, include the plural number and
vice versa. Words importing the masculine gender shall, where applicable, include the
feminine and neuter genders.

2.3

The terms Depositor and the Depository Agent shall have the meanings ascribed to them
respectively by section 130A of the Companies Act.

2.4

Any reference to a time of a day in the Plan is a reference to Singapore time.

2.5

Any reference in the Plan to any enactment is a reference to that enactment as for the time
being amended or re-enacted. Any word defined under the Companies Act or any statutory
modification thereof and not otherwise defined in the Plan and used in the Plan shall have
the meaning assigned to it under the Companies Act or any statutory modification thereof,
as the case may be.

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APPENDIX C RULES OF THE TRANS-CAB PSP


3.

OBJECTIVES OF THE PLAN


The Plan has been proposed in order to:
(a)

foster an ownership culture within the Group which aligns the interests of Group
Executives and Non-executive Directors with the interests of shareholders;

(b)

motivate Participants to achieve key financial and operational goals of the Company
and/or their respective business units; and

(c)

make total employee remuneration sufficiently competitive to recruit and retain staff
having skills that are commensurate with the Companys ambition to become a
world-class company.

4.

ELIGIBILITY OF PARTICIPANTS

4.1

The following persons (excluding Controlling Shareholders and their Associates) will be
eligible to participate in the Plan at the absolute discretion of the Committee:
(a)

Group Executives who have attained the age of 21 years and hold such rank as may
be designated by the Committee from time to time and who have, as of the Award Date,
been in full time employment of the Group for a period of at least 12 months (or in the
case of any Group Executive Director, such shorter period as the Committee may
determine); and

(b)

Non-executive Directors.

4.2

Controlling Shareholders and their Associates will not be eligible to participate in the Plan.

4.3

There shall be no restriction on the eligibility of any Participant of participate in any other
share incentive schemes or share plans implemented or to be implemented by our
Company or any other Company within the Group.

4.4

Subject to the Companies Act and any requirement of the SGX-ST, the terms of eligibility for
participation in the Plan may be amended from time to time at the absolute discretion of the
Committee.

5.

GRANT OF AWARDS

5.1

Subject as provided in Rule 8, the Committee may grant Awards to Group Executives and
Non-executive Directors (excluding Controlling Shareholders and their Associates) as the
Committee may select, in its absolute discretion, at any time during the period when the
Plan is in force.

5.2

The number of Shares which are the subject of each Award to be granted to a Participant
in accordance with the Plan shall be determined at the absolute discretion of the
Committee, which shall take into account criteria such as his rank, job performance and
potential for future development, his contribution to the success and development of the
Group and the extent of effort with which the Performance Condition may be achieved within
the Performance Period.

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APPENDIX C RULES OF THE TRANS-CAB PSP


5.3

5.4

5.5

The Committee shall decide in relation to an Award:


(a)

the Participant;

(b)

the Award Date;

(c)

the Performance Period;

(d)

the number of Shares which are the subject of the Award;

(e)

the Performance Condition;

(f)

the Release Schedule; and

(g)

any other condition which the Committee may determine in relation to that Award.

The Committee may amend or waive the Performance Period, the Performance Condition
and/or the Release Schedule in respect of any Award:
(a)

in the event of a take-over offer being made for the Shares or if under the Companies
Act, the court sanctions a compromise or arrangement proposed for the purposes of,
or in connection with, a scheme for the reconstruction of the Company or its
amalgamation with another company or companies or in the event of a proposal to
liquidate or sell all or substantially all of the assets of the Company; or

(b)

if anything happens which causes the Committee to conclude that:


(i)

a changed Performance Condition and/or Release Schedule would be a fairer


measure of performance, and would be no less difficult to satisfy; or

(ii)

the Performance Condition and/or Release Schedule should be waived, and shall
notify the Participants of such change or waiver.

As soon as reasonably practicable after making an Award, the Committee shall send to each
Participant an Award Letter confirming the Award and specifying in relation to the Award:
(a)

the Award Date;

(b)

the Performance Period;

(c)

the number of Shares which are the subject of the Award;

(d)

the Performance Condition;

(e)

the Release Schedule; and

(f)

any other condition which the Committee may determine in relation to that Award.

5.6

Participants are not required to pay for the grant of Awards.

5.7

An Award or Released Award shall be personal to the Participant to whom it is granted and,
prior to the allotment and/or transfer to the Participant of the Shares to which the Released
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APPENDIX C RULES OF THE TRANS-CAB PSP


Award relates, shall not be transferred, charged, assigned, pledged or otherwise disposed
of, in whole or in part, except with the prior approval of the Committee and if a Participant
shall do, suffer or permit any such act or thing as a result of which he would or might be
deprived of any rights under an Award or Released Award without the prior approval of the
Committee, that Award or Released Award shall immediately lapse.
6.

EVENTS PRIOR TO THE VESTING DATE

6.1

An Award shall, to the extent not yet Released, immediately lapse without any claim
whatsoever against the Company:
(a)

in the event of misconduct on the part of the Participant as determined by the


Committee in its discretion;

(b)

subject to Rule 6.2(b), upon the Participant ceasing to be in the employment of the
Group for any reason whatsoever; or

(c)

in the event of an order being made or a resolution passed for the winding-up of the
Company on the basis, or by reason, of its insolvency.

For the purpose of Rule 6.1(b), the Participant shall be deemed to have ceased to be so
employed as of the date the notice of termination of employment is tendered by or is given
to him, unless such notice shall be withdrawn prior to its effective date.
6.2

In any of the following events, namely:


(a)

the bankruptcy of the Participant or the happening of any other event which results in
his being deprived of the legal or beneficial ownership of an Award;

(b)

where the Participant ceases to be in the employment of the Group by reason of:
(i)

ill health, injury or disability (in each case, evidenced to the satisfaction of the
Committee);

(ii)

redundancy;

(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 the Group, or the undertaking or part of
the undertaking of such company being transferred otherwise than to another
company within the Group, as the case may be;

(vi) (where applicable) his transfer of employment between companies within the
Group;
(vii) his transfer to any government ministry, governmental or statutory body or
corporation at the direction of any company within the Group; or
(viii) any other event approved by the Committee;
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APPENDIX C RULES OF THE TRANS-CAB PSP


(c)

the death of a Participant; or

(d)

any other event approved by the Committee,

the Committee may, in its absolute discretion, preserve all or any part of any Award and
decide as soon as reasonably practicable following such event either to Vest some or all of
the Shares which are the subject of any Award or to preserve all or part of any Award until
the end of the Performance Period and subject to the provisions of the Plan. 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 the extent to
which the Performance Condition has been satisfied.
6.3

Without prejudice to the provisions of Rule 5.4, if before the Vesting Date, any of the
following occurs:
(a)

a take-over offer for the Shares becomes or is declared unconditional;

(b)

a compromise or arrangement proposed for the purposes of, or in connection with, a


scheme for the reconstruction of the Company or its amalgamation with another
company or companies being approved by shareholders of the Company and/or
sanctioned by the court under the Companies Act; or

(c)

an order being made or a resolution being passed for the winding-up of the Company
(other than as provided in Rule 6.1(c) or for amalgamation or reconstruction),

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 elapsed
and the extent to which the Performance Condition has been satisfied. Where Awards are
Released, the Committee will, as soon as practicable after the Awards have been Released,
procure the allotment or transfer to each Participant of the number of Shares so determined,
such allotment or transfer to be made in accordance with Rule 7.
7.

RELEASE OF AWARDS

7.1

Review of Performance Condition


7.1.1 As soon as reasonably practicable after the end of each Performance Period, the
Committee shall review the Performance Condition specified in respect of each
Award and determine at its discretion whether it has been satisfied and, if so, the
extent to which it has been satisfied, and provided that the relevant Participant has
continued to be a Group Executive or a Non-executive Director from the Award Date
up to the end of the Performance Period, shall Release to that Participant all or part
(as determined by the Committee at its discretion in the case where the Committee
has determined that there has been partial satisfaction of the Performance Condition)
of the Shares to which his Award relates in accordance with the Release Schedule
specified in respect of his Award on the Vesting Date. If not, the Awards shall lapse
and be of no value.

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APPENDIX C RULES OF THE TRANS-CAB PSP


If the Committee determines in its sole discretion that the Performance Condition has
not been satisfied or (subject to Rule 6) if the relevant Participant has not continued
to be a Group Executive or a Non-executive Director from the Award Date up to the
end of the relevant Performance Period, that Award shall lapse and be of no value
and the provisions of Rules 7.2 to 7.4 shall be of no effect.
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 computational
adjustments to the audited results of the Company or the Group, to take into account
such factors as the Committee may determine to be relevant, including changes in
accounting methods, taxes and extraordinary events, and further the right to amend
the Performance Condition if the Committee decides that a changed performance
target would be a fairer measure of performance.
7.1.2 Shares which are the subject of a Released Award shall be Vested to a Participant
on the Vesting Date, which shall be a Trading Day falling as soon as practicable after
the review by the Committee referred to in Rule 7.1.1 and, on the Vesting Date, the
Committee will procure the allotment or transfer to each Participant of the number of
Shares so determined.
7.1.3 Where new Shares are allotted upon the Vesting of any Award, the Company shall,
as soon as practicable after such allotment, apply to the SGX-ST for permission to
deal in and for quotation of such Shares.
7.2

Release of Award
Shares which are allotted or transferred on the Release of an Award to a Participant shall
be issued in the name of, or transferred to, CDP to the credit of the securities account of that
Participant maintained with CDP or the securities sub-account of that Participant
maintained with a Depository Agent, in each case, as designated by that Participant.

7.3

Ranking of Shares
New Shares allotted and issued, and existing Shares procured by the Company for transfer,
on the Release of an Award shall:
(a)

be subject to all the provisions of the Memorandum and Articles of Association of the
Company; and

(b)

rank in full 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 Vesting Date, and shall in all other respects rank pari passu with
other existing Shares then in issue.

For the purposes of this Rule 7.3, Record Date means the date fixed by the Company for
the purposes of determining entitlements to dividends or other distributions to or rights of
holders of Shares.

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APPENDIX C RULES OF THE TRANS-CAB PSP


7.4

Moratorium
Shares which are allotted and issued or transferred to a Participant pursuant to the Release
of an Award shall not be transferred, charged, assigned, pledged or otherwise disposed of,
in whole or in part, during the Retention Period, except to the extent set out in the Award
Letter or with the prior approval of the Committee. The Company may take steps that it
considers necessary or appropriate to enforce or give effect to this disposal restriction
including specifying in the Award Letter the conditions which are to be attached to an Award
for the purpose of enforcing this disposal restriction.

8.

LIMITATION ON THE SIZE OF THE PLAN

8.1

The aggregate number of Shares which may be issued or transferred pursuant to Awards
granted under the Plan on any date, when aggregated with the aggregate number of Shares
over which options or awards are granted under any other share option schemes or share
schemes of the Company, shall not exceed 15% of the total number of issued Shares
(excluding Shares held by the Company as treasury shares) on the day preceding that date.

8.2

Shares which are the subject of Awards which have lapsed for any reason whatsoever may
be the subject of further Awards granted by the Committee under the Plan.

9.

ADJUSTMENT EVENTS

9.1

If a variation in the issued ordinary share capital of the Company (whether by way of a
capitalisation of profits or reserves or rights issue, 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

(b)

the class and/or number of Shares in respect of which future Awards may be granted
under the Plan,

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


provided that no adjustment shall be made if as a result, the Participant receives a benefit
that a shareholder of the Company does not receive.
9.2

Unless the Committee considers an adjustment to be appropriate, the issuance of securities


as consideration for an acquisition or a private placement of securities, or the cancellation
of issued Shares purchased or acquired by the Company by way of a market purchase of
such Shares undertaken by the Company on the SGX-ST during the period when a share
purchase mandate granted by shareholders of the Company (including any renewal of such
mandate) is in force, shall not normally be regarded as a circumstance requiring
adjustment.

9.3

Notwithstanding the provisions of Rule 9.1, 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.

9.4

Upon any adjustment required to be made pursuant to this Rule 9, the Company shall notify
the Participant (or his duly appointed personal representatives where applicable) in writing
and deliver to him (or his duly appointed personal representatives where applicable) a
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APPENDIX C RULES OF THE TRANS-CAB PSP


statement setting forth the class and/or number of Shares thereafter to be issued or
transferred on the Vesting of an Award. Any adjustment shall take effect upon such written
notification being given.
10.

ADMINISTRATION OF THE PLAN

10.1 The Plan shall be administered by the Committee in its absolute discretion with such powers
and duties as are conferred on it by the board of directors of the Company, provided that no
member of the Committee shall participate in any deliberation or decision in respect of
Awards to be granted to him or held by him.
10.2 The Committee shall have the power, from time to time, to make and vary such
arrangements, guidelines and/or regulations (not being inconsistent with the Plan) for the
implementation and administration of the Plan, to give effect to the provisions of the Plan
and/or to enhance the benefit of the Awards and the Released Awards to the Participants,
as it may, in its absolute discretion, think fit. Any matter pertaining or pursuant to the Plan
and any dispute and uncertainty as to the interpretation of the Plan, any rule, regulation or
procedure thereunder or any rights under the Plan shall be determined by the Committee.
10.3 Neither the Plan nor the grant of Awards under the Plan shall impose on the Company or
the Committee or any of its members any liability whatsoever in connection with: (a) the
lapsing of any Awards pursuant to any provision of the Plan; (b) the failure or refusal by the
Committee to exercise, or the exercise by the Committee of, any discretion under the Plan;
and/or (c) any decision or determination of the Committee made pursuant to any provision
of the Plan.
10.4 Any decision or determination of the Committee made pursuant to any provision of the Plan
(other than a matter to be certified by the Auditors) shall be final, binding and conclusive
(including for the avoidance of doubt, any decisions pertaining to disputes as to the
interpretation of the Plan or any rule, regulation or procedure hereunder or as to any rights
under the Plan). The Committee shall not be required to furnish any reasons for any
decision or determination made by it.
11.

NOTICES AND COMMUNICATIONS

11.1 Any notice required to be given by a Participant to the Company shall be sent or made to
the registered office of the Company or such other addresses (including electronic mail
addresses) or facsimile number, and marked for the attention of the Committee, as may be
notified by the Company to him in writing.
11.2 Any notices or documents required to be given to a Participant or any correspondence to be
made between the Company and the Participant shall be given or made by the Committee
(or such person(s) as it may from time to time direct) on behalf of the Company and shall
be delivered to him by hand or sent to him at his home address, electronic mail address or
facsimile number according to the records of the Company or the last known address,
electronic mail address or facsimile number of the Participant.
11.3 Any notice or other communication from a Participant to the Company shall be irrevocable,
and shall not be effective until received by the Company. Any other notice or communication
from the Company to a Participant shall be deemed to be received by that Participant, when
left at the address specified in Rule 11.2 or, if sent by post, on the day following the date
of posting or, if sent by electronic mail or facsimile transmission, on the day of despatch.
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APPENDIX C RULES OF THE TRANS-CAB PSP


12.

MODIFICATIONS TO THE PLAN

12.1 Any or all the provisions of the Plan may be modified and/or altered at any time and from
time to time by a resolution of the Committee, except that:
(a)

no modification or alteration shall alter adversely the rights attached to any Award
granted prior to such modification or alteration except with the consent in writing of
such number of Participants who, if their Awards were Released to them upon the
Performance Conditions for their Awards being satisfied in full, would become entitled
to not less than three-quarters in number of all the Shares which would fall to be
Vested upon Release of all outstanding Awards upon the Performance Conditions for
all outstanding Awards being satisfied in full;

(b)

the definitions of Associated Company, Group Executive, Group Executive


Director, Non-executive Director, Participant, Performance Period and Release
Schedule and the provisions of Rules 4, 5, 6, 7, 8, 9, 10 and this Rule 12 shall not be
altered to the advantage of Participants except with the prior approval of the
Companys shareholders in general meeting; and

(c)

no modification or alteration shall be made without the prior approval of the SGX-ST
and such other regulatory authorities as may be necessary.

For the purposes of Rule 12.1(a), the opinion of the Committee as to whether any
modification or alteration would adversely affect the rights attached to any Award shall be
final, binding and conclusive.
For the avoidance of doubt, nothing in this Rule 12.1 shall affect the right of the Committee
under any other provision of the Plan to amend or adjust any Award.
12.2 Notwithstanding anything to the contrary contained in Rule 12.1, the Committee may at any
time by resolution (and without other formality, save for the prior approval of the SGX-ST)
amend or alter the Plan in any way to the extent necessary or desirable, in the opinion of
the Committee, to cause the Plan to comply with, or take into account, any statutory
provision (or any amendment or modification thereto, including amendment of or
modification to the Companies Act) or the provision or the regulations of any regulatory or
other relevant authority or body (including the SGX-ST).
12.3 Written notice of any modification or alteration made in accordance with this Rule 12 shall
be given to all Participants.
13.

ABSTENTION FROM VOTING


Shareholders who are eligible to participate in the Plan are to abstain from voting on any
shareholders resolution relating to the Plan (including any resolution relating to the
implementation of the Plan) and should not accept nominations as proxy or otherwise for
voting unless specific instructions have been given in the proxy form on how the vote is to
be cast.

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APPENDIX C RULES OF THE TRANS-CAB PSP


14.

TERMS OF EMPLOYMENT UNAFFECTED


The terms of employment of a Participant shall not be affected by his participation in the
Plan, which shall neither form part of such terms nor entitle him to take into account such
participation in calculating any compensation or damages on the termination of his
employment for any reason.

15.

DURATION OF THE PLAN

15.1 The Plan shall continue to be in force at the discretion of the Committee, subject to a
maximum period of 10 years commencing on the Adoption Date, provided always that the
Plan may continue beyond the above stipulated period with the approval of the Companys
shareholders by ordinary resolution in general meeting and of any relevant authorities which
may then be required.
15.2 The Plan may be terminated at any time by the Committee or, at the discretion of the
Committee, by resolution of the Company in general meeting, subject to all relevant
approvals which may be required and if the Plan is so terminated, no further Awards shall
be granted by the Committee hereunder.
15.3 The expiry or termination of the Plan shall not affect Awards which have been granted prior
to such expiry or termination, whether such Awards have been Released (whether fully or
partially) or not.
16.

TAXES
All taxes (including income tax) arising from the grant or Release of any Award granted to
any Participant under the Plan shall be borne by that Participant.

17.

COSTS AND EXPENSES OF THE PLAN

17.1 Each Participant shall be responsible for all fees of CDP relating to or in connection with the
issue and allotment or transfer of any Shares pursuant to the Release of any Award in
CDPs name, the deposit of share certificate(s) with CDP, the Participants securities
account with CDP, or the Participants securities sub-account with a Depository Agent.
17.2 Save for the taxes referred to in Rule 15 and such other costs and expenses expressly
provided in the Plan to be payable by the Participants, all fees, costs and expenses incurred
by the Company in relation to the Plan including but not limited to the fees, costs and
expenses relating to the allotment and issue, or transfer, of Shares pursuant to the Release
of any Award shall be borne by the Company.
18.

DISCLAIMER OF LIABILITY
Notwithstanding any provisions herein contained, the Committee and the Company shall not
under any circumstances be held liable for any costs, losses, expenses and damages
whatsoever and howsoever arising in any event, including but not limited to the Companys
delay in issuing, or procuring the transfer of, the Shares or applying for or procuring the
listing of new Shares on the SGX-ST in accordance with Rule 7.1.3.

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APPENDIX C RULES OF THE TRANS-CAB PSP


19.

DISCLOSURES IN ANNUAL REPORTS


The following disclosures (as applicable) will be made by the Company in its annual report
for so long as the Plan continues in operation:
(a)

the names of the members of the Committee administering the Plan;

(b)

in respect of the following Participants of the Plan:


(i)

directors of the Company; and

(ii)

Participants (other than those in paragraph (i)) who have received Shares
pursuant to the Release of Awards granted under the Plan which, in aggregate,
represent 5% or more of the aggregate of the total number of Shares available
under the Plan, the following information:
(A)

the name of the Participant;

(B)

the aggregate number of Shares comprised in Awards which have been


granted to such Participant during the financial year under review;

(C) the aggregate number of Shares comprised in Awards granted to such


Participant since the commencement of the Plan to the end of the financial
year under review;
(D) the aggregate number of Shares comprised in Awards granted to such
Participant which have vested during the financial year under review and in
respect of such awards, the proportion of new Shares issued and existing
Shares transferred (and where existing Shares were purchased for delivery,
the range of prices at which such Shares were purchased) upon the Release
of the Vested Awards granted under the Plan; and
(E)

(c)

the aggregate number of Shares comprised in Awards granted to such


Participant which have not been released as at the end of the financial year
under review;

in relation to the Plan, the following particulars:


(i)

the aggregate number of Shares comprised in Awards granted under the Plan
since the commencement of the Plan to the end of the financial year under
review;

(ii)

the aggregate number of Shares comprised in Awards which have Vested under
the Plan during the financial year under review and in respect thereof, the
proportion of:
(A)

new Shares issued; and

(B)

existing Shares transferred and where existing Shares were purchased for
delivery, the range of prices at which such Shares were purchased, upon the
Release of the Vested Awards granted under the Plan; and

C-13

APPENDIX C RULES OF THE TRANS-CAB PSP


(iii) the aggregate number of Shares comprised in Awards granted under the Plan
which have not been Released as at the end of the financial year under review;
and
(d)

any other information required to be so disclosed pursuant to the Listing Manual and
all other applicable laws and requirements,

provided that if any of the above requirements is not applicable, an appropriate negative
statement should be included therein.
20.

DISPUTES
Any disputes or differences of any nature arising hereunder shall be referred to the
Committee and its decision shall be final and binding in all respects.

21.

GOVERNING LAW
The Plan shall be governed by, and construed in accordance with, the laws of the Republic
of Singapore. The Participants, by accepting grants of Awards in accordance with the Plan,
and the Company irrevocably submit to the exclusive jurisdiction of the courts of the
Republic of Singapore.

22.

CONTRACTS (RIGHTS OF THIRD PARTIES) ACT, CHAPTER 53B


No person other than the Company or a Participant shall have any right to enforce any
provision of the Plan or any Award by the virtue of the Contracts (Rights of Third Parties)
Act, Chapter 53B of Singapore.

C-14

APPENDIX D TAXATION
SINGAPORE TAXATION
The statements made herein regarding taxation are general in nature and based on certain
aspects of the current tax law of Singapore, administrative guidelines and circulars issued by the
relevant authorities in force as of the date of this offering document and are subject to changes
in such law, administrative guidelines or circulars, or in the interpretation of these law,
administrative guidelines or circulars, occurring after such date, which changes could be made on
a retrospective basis. The law, administrative guidelines and circulars are also subject to various
interpretations, and the tax authority or the courts could later disagree with the explanations or
conclusions set out below. The statements below are not to be regarded as advice on the tax
position of any holder of our Shares or of any person acquiring, selling or otherwise dealing with
our Shares or on any tax implications arising from the acquisition, sale or other dealings in respect
of our Shares. The statements made herein do not purport to be a comprehensive or exhaustive
description of all of the tax considerations that may be relevant to a decision to purchase, own or
dispose of our Shares and do not purport to deal with the tax consequences applicable to all
categories of investors some of which (such as dealers in securities) may be subject to special
rules. Prospective investors are advised to consult their own tax advisors as to the Singapore or
other tax consequences of the acquisition, ownership or disposal of our Shares. The statements
below are based on the assumption that our Company is a tax resident of Singapore for Singapore
income tax purposes. It is emphasised that neither our Company, our Directors nor any other
persons involved in the Offering accepts responsibility for any tax effects or liabilities resulting
from the subscription for, purchase, holding or disposal of our Shares.
Individual income tax
An individual is tax resident in Singapore in a year of assessment if, in the preceding year, he was
physically present in Singapore or exercised an employment in Singapore (other than as a director
of a company) for 183 days or more, or if he resides in Singapore.
Individual taxpayers who are tax resident in Singapore are subject to income tax on income
accruing in or derived from Singapore, unless the income is specifically exempt from tax in
Singapore. All foreign-source income received in Singapore on or after 1 January 2004 by a
Singapore tax resident individual (except for income received through a partnership in Singapore)
is exempt from Singapore income tax if the Comptroller of Income Tax is satisfied that the tax
exemption would be beneficial to the individual.
A Singapore tax resident individual is taxed at progressive rates ranging from 0.0 per cent. to 20.0
per cent. Non-Singapore resident individuals, subject to certain exceptions and conditions, are
subject to Singapore income tax on income accruing in or derived from Singapore (other than
employment income) at the rate of 20.0 per cent. Non-Singapore resident individuals receiving
Singapore employment income are taxed at a flat rate of 15.0 per cent or resident rates whichever
gives rise to a higher amount of tax payable.
Corporate income tax
A corporate taxpayer is tax resident in Singapore for Singapore income tax purposes if the control
and management of its business is exercised in Singapore.

D-1

APPENDIX D TAXATION
Corporate taxpayers who are tax resident in Singapore are subject to Singapore income tax on
income that is accrued in or derived from Singapore and on foreign-source income received or
deemed received in Singapore, subject to certain exceptions. Under section 13(8) of the
Singapore Income Tax Act (ITA), foreign-source income in the form of dividends, branch profits
and services income received or deemed received in Singapore by Singapore tax resident
companies on or after 1 June 2003 are exempt from tax if the following prescribed conditions are
met:
(i)

the income is subject to tax of a similar character to income tax under the law of the territory
from which the income is received;

(ii)

at the time the income is received in Singapore by the person resident in Singapore, the
highest rate of tax of a similar character to income tax (by whatever name called) levied
under the law of the territory from which the income is received on any gains or profits from
any trade or business carried on by any company in that territory at that time is not less than
15.0 per cent; and

(iii) the Comptroller of Income Tax is satisfied that the tax exemption would be beneficial to the
person resident in Singapore.
Certain concessions and clarifications have also been announced by Inland Revenue Authority of
Singapore (IRAS) with respect to such conditions. In particular, companies engaged in
substantive business activities overseas that remit their foreign-source dividend, foreign branch
profits and foreign-source service income to Singapore but are unable to meet the conditions for
tax exemption under section 13(8) of the ITA may be granted tax exemption under section 13(12)
of the ITA if they remit their specified foreign income under specific scenarios and satisfy the
qualifying conditions.
Non-Singapore resident corporate taxpayers are subject to income tax on income that is accrued
in or derived from Singapore, and on foreign-source income received or deemed received in
Singapore, subject to certain exceptions.
The corporate income tax rate is 17.0 per cent with effect from year of assessment 2010. In
addition, 75% of up to the first S$10,000, and 50% of up to the next S$290,000, of a companys
chargeable income otherwise subject to normal taxation is exempt from corporate income tax. The
remaining chargeable income will be fully taxed at the corporate income tax rate.
New start-up companies, subject to certain conditions, are eligible for full tax exemption on the
first S$100,000 and 50% tax exemption on the next S$200,000 of their normal chargeable income
for each of their first three consecutive years of assessment.
Dividend Distributions
Under the Singapore one-tier corporate tax system, the tax collected from corporate profits is final
and all dividends paid by Singapore tax resident companies to their shareholders, regardless of
whether the shareholder is a company or an individual and whether tax resident in Singapore or
not are exempt from tax (referred hereinafter as one-tier tax exempt dividends).
Where our Company is treated as tax resident in Singapore, the one-tier tax exempt dividends it
distributes to its shareholders are tax exempt in the hands of the recipients.

D-2

APPENDIX D TAXATION
Gains on Disposal of our Shares
Singapore does not impose tax on capital gains. However, there are no specific law or regulations
which deal with the characterisation of whether a gain is income or capital in nature. Gains arising
from the disposal of our Shares may be construed to be of an income nature and subject to
Singapore income tax if they arise from activities which are regarded by IRAS as the carrying on
of a trade or business and the gains are sourced in Singapore. Gains derived from the disposal
of our Shares are not taxed if they are capital in nature.
For non-dealers in securities, gains derived from the disposal of equity investments made during
the period 1 June 2012 to 31 May 2017 will not be taxed if the divesting company holds a minimum
of 20% interest in the company whose shares are being disposed of and such shareholding had
been held for a continuous period of at least twenty four months prior to their disposal.
In addition, shareholders who apply, or who are required to apply, the Singapore Financial
Reporting Standard 39 Financial Instruments Recognition and Measurement (FRS 39) for the
purposes of Singapore income tax may be required to recognize gains or losses (not being gains
or losses in the nature of capital) in accordance with the provisions of FRS 39 (as modified by the
applicable provisions of Singapore income tax law) even though no sale or disposal of our Shares
is made. Shareholders who may be subject to such tax treatment should consult their own
accounting and tax advisers regarding the Singapore income tax consequences of their
acquisition, holding and disposal of our Shares.
Stamp Duty
There is no stamp duty payable on the subscription of our Shares.
Where our Shares evidenced in certificated form are acquired in Singapore, stamp duty is payable
on the instrument of transfer of our Shares at the rate of S$2.00 for every S$1,000 of the
consideration for, or market value of, our Shares registered in Singapore, whichever is the higher.
The purchaser is liable for the stamp duty unless there is an agreement to the contrary. No stamp
duty is payable on the acquisition of our Shares if no instrument of transfer is executed or the
instrument of transfer is executed outside Singapore. With regard to the latter, stamp duty is
payable if the instrument of transfer which is executed outside Singapore is subsequently brought
back to Singapore.
The above stamp duty is not applicable to electronic transfers of our Shares through the scripless
trading system operated by CDP.
Estate Duty
Singapore estate duty was abolished with respect to all deaths occurring on or after 15 February
2008.
Goods and Services Tax (GST)
The sale of our Shares by a GST-registered investor belonging in Singapore for GST purposes
through SGX to another person belonging in Singapore is an exempt supply which is not subject
to GST. Any input GST directly or indirectly incurred by the GST-registered investor in respect of
this exempt supply cannot be recoverable from the Singapore Comptroller of GST.

D-3

APPENDIX D TAXATION
Where our Shares are sold by a GST-registered investor in the course of or furtherance of a
business carried on by such investor contractually to and for the direct benefit of a person
belonging outside Singapore and who is outside Singapore at the time the sale is executed, the
sale should generally be considered a taxable supply subject to GST at zero-rate. Any input GST
incurred by the GST-registered investor in the making of such a supply in the course of or
furtherance of a business carried on by such investor may be recoverable from the Singapore
Comptroller of GST, subject to the input tax recovery conditions.
Services consisting of arranging, broking, underwriting or advising on the issue, allotment or
transfer of ownership of our Shares rendered by a GST-registered person to an investor belonging
in Singapore for GST purposes in connection with the investors purchase, sale or holding of our
Shares will be subject to GST at the standard rate of 7%. Similar services rendered contractually
to and for direct benefit of an investor belonging outside Singapore and who is outside Singapore
when the services are performed would generally be subject to GST at 0%.

D-4

APPENDIX E TERMS, CONDITIONS AND PROCEDURES


FOR APPLICATION AND ACCEPTANCE
Applications are invited for the subscription for and/or purchase of Offering Shares at the offering
price of S$0.68 per Share (the Offering Price) on the terms and conditions set out below and
in the application forms to be used for the purpose of this Offering and which form part of the
Prospectus (the Application Forms) or, as the case may be, the Electronic Applications (as
defined below).
Investors applying for the Offering Shares in the Offering by way of Application Forms or
Electronic Applications are required to pay in Singapore dollars, the Offering Price per Offering
Share, subject to a refund of the full amount or, as the case may be, the balance of the
applications monies (in each case without interest or any share of revenue or other benefit arising
therefrom and without any right or claim against us, the Vendors and the Issue Manager,
Bookrunner and Underwriter) where (i) an application is rejected or accepted in part only, or (ii)
if the Offering does not proceed for any reason.
1.

Your application must be made in lots of 1,000 Offering Shares or integral multiples
thereof. Your application for any other number of Offering Shares will be rejected.

2.

You may apply for the Public Offer Shares under the Offering only during the period
commencing at 9.00 a.m. on 13 November 2014 and expiring at 12.00 noon on 18 November
2014. The Offering period may be extended or shortened to such date and/or time as our
Company and the Vendors may agree with the Issue Manager, Bookrunner and Underwriter,
subject to all applicable laws and regulations and the rules of the SGX-ST.

3.

(a)

Your application for the Public Offer Shares may be made by way of the printed WHITE
Public Offer Shares Application Forms or by way of ATMs belonging to the Participating
Banks (ATM Electronic Applications) or the IB websites of the relevant Participating
Banks (Internet Electronic Applications) or DBS Banks mobile banking interface
(mBanking Applications which, together with ATM Electronic Applications and
Internet Electronic Applications, shall be referred to as Electronic Applications). The
Participating Banks are DBS Bank (including POSB), Oversea-Chinese Banking
Corporation Limited and United Overseas Bank Limited and its subsidiary, Far Eastern
Bank Limited.

(b)

Your application for the Placement Shares (other than the Reserved Shares) may only
be made by way of the printed BLUE Placement Shares Application Forms, or such
other forms of application as the Issue Manager, Bookrunner and Underwriter deems
appropriate.

(c)

Your application for the Reserved Shares may only be made by way of the printed PINK
Reserved Shares Application Forms or such other forms of application as the Issue
Manager, Bookrunner and Underwriter deems appropriate.

4.

YOU MAY NOT USE YOUR CPF INVESTIBLE SAVINGS (CPF FUNDS) TO APPLY FOR
THE OFFERING SHARES

5.

Only one application may be made for the benefit of one person for the Public Offer
Shares in his own name. Multiple applications for the Public Offer Shares will be
rejected, except in the case of applications by approved nominee companies where
each application is made on behalf of a different beneficiary.

E-1

APPENDIX E TERMS, CONDITIONS AND PROCEDURES


FOR APPLICATION AND ACCEPTANCE
You may not submit multiple applications for the Public Offer Shares via the Public
Offer Shares Application Form or Electronic Applications. A person who is submitting
an application for the Public Offer Shares by way of the Public Offer Shares
Application Form may not submit another application for the Public Offer Shares by
way of Electronic Applications and vice versa.
A person, other than an approved nominee company, who is submitting an application
for the Public Offer Shares in his own name should not submit any other applications
for the Public Offer Shares, whether on a printed Public Offer Shares Application Form
or by way of Electronic Applications, for any other person. Such separate applications
will be deemed to be multiple applications and shall be rejected.
Joint or multiple applications for the Public Offer Shares shall be rejected. Persons
submitting or procuring submissions of multiple applications for the Public Offer
Shares may be deemed to have committed an offence under the Penal Code, Chapter
224 of Singapore and the Securities and Futures Act, and such applications may be
referred to the relevant authorities for investigation. Multiple applications or those
appearing to be or suspected of being multiple applications (other than as provided
herein) will be liable to be rejected at the sole discretion of our Company and the
Vendors.
6.

Multiple applications may be made in the case of applications by any person for (i) the
Placement Shares (other than the Reserved Shares) only (via Placement Shares
Application Forms or such other form of application as the Issue Manager, Bookrunner
and Underwriter may in its absolute discretion deem appropriate) or (ii) the Placement
Shares (other than the Reserved Shares) together with a single application for the
Public Offer Shares.
Multiple applications may also be made by any person entitled to apply for the Reserved
Shares, in respect of a single application for the Reserved Shares, and (i) a single
application for the Public Offer Shares; (ii) a single or multiple application(s) for the
Placement Shares (other than the Reserved Shares) (whether via the Placement Shares
Application Forms or in such other manner as the Issue Manager, Bookrunner and
Underwriter may in its absolute discretion deem appropriate) or (iii) both (i) and (ii).

7.

Applications from any person under the age of 18 years, undischarged bankrupts, sole
proprietorships, partnerships, chops or non-corporate bodies, joint Securities Account
holders of CDP will be rejected.

8.

Applications from any person whose addresses (furnished in their printed Application Forms
or, in the case of Electronic Applications, contained in the records of the relevant
Participating Bank, as the case may be) bear post office box numbers will be rejected. 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 deceaseds name at the time of the application.

9.

The existence of a trust will not be recognised. Any application by a trustee or trustees must
be made in his/her or their own name(s) and without qualification or, where the application
is made by way of a printed Application Form by a nominee, in the name(s) of an approved
nominee company or approved nominee companies, in each case, after complying with
paragraph 10 below.

E-2

APPENDIX E TERMS, CONDITIONS AND PROCEDURES


FOR APPLICATION AND ACCEPTANCE
10. Nominee applications may only be made by 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 will be
rejected.
11.

If you are not an approved nominee company, you must maintain a Securities Account
with CDP in your own name at the time of your application. If you do not have an existing
Securities Account with CDP in your own name at the time of application, your application will
be rejected (if you apply by way of an Application Form) at the sole discretion of our Company
and the Vendors or you will not be able to complete your application (if you apply by way of
an Electronic Application). If you have an existing Securities Account with CDP but fail to
provide your CDP Securities Account number or provide an incorrect CDP Securities Account
number in your Application Form or in your Electronic Application, as the case may be, your
application may be rejected.

12. Subject to paragraphs 15 and 16 below, your application is liable to be rejected if your
particulars such as name, National Registration Identity Card (NRIC) or passport number
or company registration number, nationality, permanent resident status and CDP Securities
Account number provided in your Application Form, or in the case of an Electronic
Application, contained 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 by CDP. If you have more than one individual direct Securities
Account with the CDP, your application shall be rejected.
13. If your address as stated in the relevant 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 allocation from CDP will be sent to your address last registered with CDP.
14. This Prospectus and its accompanying documents (including the Application Forms) have
not been registered in any jurisdiction other than in Singapore. The distribution of this
Prospectus and its accompanying documents (including the Application Forms) may be
prohibited or restricted (either absolutely or unless various securities requirements, whether
legal or administrative, are complied with) in certain jurisdictions under the relevant
securities laws of those jurisdictions.
Without limiting the generality of the foregoing, neither this Prospectus and its accompanying
documents (including the Application Forms) nor any copy thereof may be taken, transmitted,
published or distributed, whether directly or indirectly, in whole or in part in or into the United
States or any other jurisdiction (other than Singapore) and they do not constitute an offer to
sell or a solicitation of an offer to buy any securities in any jurisdiction where it is unlawful
to do so. The Offering Shares have not been, and will not be, registered under the US
Securities Act or the securities laws of any state of the United States and may not be offered
or sold within the United States (as defined in Regulation S). The Offering Shares are being
offered and sold outside the United States (including to institutional and other investors in
Singapore) in offshore transactions as defined in, and in reliance on, Regulation S. There will
be no public offer of Offering Shares in the United States. Any failure to comply with this
restriction may constitute a violation of securities laws of applicable jurisdictions.

E-3

APPENDIX E TERMS, CONDITIONS AND PROCEDURES


FOR APPLICATION AND ACCEPTANCE
Our Company and the Vendors reserve the right to reject any application for Offering
Shares where our Company and the Vendors believe or have reason to believe that
such applications may violate the securities laws or any applicable legal or regulatory
requirements of any jurisdiction.
No person in any jurisdiction outside Singapore receiving this Prospectus or its
accompanying documents (including the Application Form) may treat the same as an offer or
invitation to subscribe for and/or purchase any Offering Shares unless such an offer or
invitation could lawfully be made without compliance with any regulatory or legal
requirements in those jurisdictions.
15. Our Company and the Vendors reserve the right to reject any application which does not
conform strictly to the instructions or with the terms and conditions set out in this Prospectus
(including the instructions set out in the accompanying Application Forms, in the ATMs and
IB websites of the relevant Participating Banks and the mobile banking interface (mBanking
Interface) of DBS Bank) or, in the case of an application by way of an Application Form, the
contents of which is illegible, incomplete, incorrectly completed or which is accompanied by
an improperly drawn up or improper form of remittance.
16. Our Company and the Vendors further reserve the right to treat as valid any applications not
completed or submitted or effected in all respects in accordance with the instructions and
terms and conditions set out in this Prospectus (including the instructions set out in the
accompanying Application Forms, in the ATMs and IB websites of the relevant Participating
Banks and the mbanking Interface of DBS Bank), and also to present for payment or other
processes all remittances at any time after receipt and to have full access to all information
relating to, or deriving from, such remittances or the processing thereof.
Without prejudice to the rights of our Company and the Vendors, the Issue Manager,
Bookrunner and Underwriter, as agent of our Company and the Vendors, has been
authorised to accept, for and on behalf of our Company and the Vendors, such other forms
of application as the Issue Manager, Bookrunner and Underwriter deems appropriate.
17. Our Company and the Vendors reserve the right to reject or to accept, in whole or in part, or
to scale down or to ballot, any application, without assigning any reason therefor, and none
of our Company, the Vendors and/or the Issue Manager, Bookrunner and Underwriter will
entertain any enquiry and/or correspondence on the decision of our Company and the
Vendors. This right applies to applications made by way of Application Forms, and by way of
Electronic Applications and by such other forms of application as the Issue Manager,
Bookrunner and Underwriter may, in consultation with our Company and the Vendors, deem
appropriate. In deciding the basis of allotment and/or allocation, our Company, the Vendors
and the Issue Manager, Bookrunner and Underwriter will give due consideration to the
desirability of allotting and/or allocating the Offering Shares to a reasonable number of
applicants with a view to establishing an adequate market for the Offering Shares.

E-4

APPENDIX E TERMS, CONDITIONS AND PROCEDURES


FOR APPLICATION AND ACCEPTANCE
18. In the event that our Company and the Vendors lodge a supplementary or replacement
prospectus (Relevant Document) pursuant to the Securities and Futures Act or any
applicable legislation in force from time to time prior to the close of the Offering, and the
Offering Shares have not been issued and/or sold, our Company and the Vendors will (as
required by law) at our sole and absolute discretion either:
(a)

within two days (excluding any Saturday, Sunday or public holiday) from the date of the
lodgment of the Relevant Document, give you notice in writing of how to obtain, or
arrange to receive, a copy of the same and provide you with an option to withdraw your
application and take all reasonable steps to make available within a reasonable period
the Relevant Document to you if you have indicated that you wish to obtain, or have
arranged to receive, a copy of the Relevant Document; or

(b)

within seven days of the lodgment of the Relevant Document, give you a copy of the
Relevant Document and provide you with an option to withdraw your application; or

(c)

deem your application as withdrawn and cancelled and refund your application monies
(without interest or any share of revenue or other benefit arising therefrom) to you within
seven days from the lodgment of the Relevant Document.

Any applicant who wishes to exercise his option under paragraphs 18(a) and (b) above to
withdraw his application shall, within 14 days from the date of lodgment of the Relevant
Document, notify our Company and the Vendors whereupon our Company and the Vendors
shall, within seven days from the receipt of such notification, return all monies in respect of
such application (without interest or any share of revenue or other benefit arising therefrom).
In the event that the Offering Shares have already been issued at the time of the lodgment
of the Relevant Document but trading has not commenced, our Company and the Vendors
will (as required by law) either:
(i)

within two days (excluding any Saturday, Sunday or public holiday) from the date of the
lodgment of the Relevant Document, give you notice in writing of how to obtain, or
arrange to receive, a copy of the same and provide you with an option to return to our
Company and the Vendors the Offering Shares which you do not wish to retain title in
and take all reasonable steps to make available within a reasonable period the Relevant
Document to you if you have indicated that you wish to obtain, or have arranged to
receive, a copy of the Relevant Document; or

(ii)

within seven days from the lodgment of the Relevant Document, give you a copy of the
Relevant Document and provide you with an option to return the Offering Shares which
you do not wish to retain title in; or

(iii) deem the issue and/or sale of the Offering Shares as void and refund your payment for
the Offering Shares (without interest or any share of revenue or other benefit arising
therefrom) within seven days from the lodgment of the Relevant Document.
Any applicant who wishes to exercise his option under paragraphs 18(i) and (ii) above to
return the Offering Shares issued and/or sold to him shall, within 14 days from the date of
lodgment of the Relevant Document, notify our Company and the Vendors of this and return
all documents, if any, purporting to be evidence of title of those Offering Shares, whereupon

E-5

APPENDIX E TERMS, CONDITIONS AND PROCEDURES


FOR APPLICATION AND ACCEPTANCE
our Company and the Vendors shall, within seven days from the receipt of such notification
and documents, pay to him all monies paid by him for the Offering Shares without interest or
any share of revenue or other benefit arising therefrom and at his own risk, and the Offering
Shares issued and/or sold to him shall be deemed to be void.
Additional terms and instructions applicable upon the lodgment of the Relevant Document,
including instructions on how you can exercise the option to withdraw, may be found in such
Relevant Document.
19. The Offering Shares may be reallocated between the Placement and the Public Offer for any
reason, including in the event of excess applications in one and a deficit of applications in the
other at the discretion of the Issue Manager, Bookrunner and Underwriter, in consultation
with our Company and the Vendors, subject to any applicable laws.
20. Subject to your provision of a valid and correct CDP Securities Account number, share
certificates will be registered in the name of CDP or its nominee 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 Offering, and subject to the submission of valid applications and payment for
the Offering Shares, a statement of account stating that your CDP Securities Account has
been credited with the number of Offering Shares allocated to you. This will be the only
acknowledgement of application monies received and is not an acknowledgement by our
Company and the Vendors. 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 transfer of the Offering Shares allocated to you. This authorisation applies
to applications made both by way of printed Application Forms and by way of Electronic
Applications, or such other forms of application as the Issue Manager, Bookrunner and
Underwriter may deem appropriate.
21. You irrevocably authorise CDP to disclose the outcome of your application, including the
number of Offering Shares allocated to you pursuant to your application, to our Company, the
Vendors, the Issue Manager, Bookrunner and Underwriter and any other parties so
authorised by CDP, our Company, the Vendors and/or the Issue Manager, Bookrunner and
Underwriter.
22. Any reference to you or the Applicant in this section shall include an individual, a
corporation, an approved nominee company and trustee applying for the Offering Shares by
way of an Application Form or by way of Electronic Application or by such other manner as
the Issue Manager, Bookrunner and Underwriter may, in its absolute discretion, deem
appropriate.
23. By completing and delivering an Application Form and, in the case of an ATM Electronic
Application, by pressing the Enter or OK or Confirm or Yes key or any other relevant
key on the ATM or, in the case of an Internet Electronic Application or mBanking Application,
by clicking Submit or Continue or Yes or Confirm or any other button or icon on the IB
website screen of the relevant Participating Bank or mBanking Interface of DBS Bank in
accordance with the provisions herein, you:
(a)

irrevocably agree and undertake to subscribe for and/or purchase the number of
Offering Shares specified in your application (or such smaller number for which the
application is accepted) at the Offering Price for each Offering Share and agree that you

E-6

APPENDIX E TERMS, CONDITIONS AND PROCEDURES


FOR APPLICATION AND ACCEPTANCE
will accept such number of Offering Shares as may be allocated to you, in each case
on the terms of, and subject to the conditions set out in, the Prospectus and its
accompanying documents (including these Instructions and the Application Forms) and
the Memorandum and Articles of Association of our Company;
(b)

agree that in the event of any inconsistency between the terms and conditions for
application set out in the Prospectus and its accompanying documents (including these
Instructions and the Application Forms) and those set out in the IB websites, ATMs of
the Participating Banks, or the mBanking Interface of DBS Bank, the terms and
conditions set out in the Prospectus and its accompanying documents (including these
Instructions and the Application Forms) shall prevail;

(c)

in the case of an application by way of a Public Offer Shares Application Form or an


Electronic Application, agree that the aggregate Offering Price for the Public Offer
Shares applied for is due and payable to our Company and the Vendors upon
application;

(d)

in the case of an application by way of a Placement Shares Application Form or such


other forms of application as the Issue Manager, Bookrunner and Underwriter may in its
absolute discretion deem appropriate, agree that the aggregate Offering Price for the
Placement Shares applied for is due and payable to our Company and the Vendors
upon application;

(e)

in the case of an application by way of a Reserved Shares Application Form or such


other forms of application as the Issue Manager, Bookrunner and Underwriter may in its
absolute discretion deem appropriate, agree that the aggregate Offering Price for the
Reserved Shares applied for is due and payable to our Company and the Vendors upon
application;

(f)

warrant the truth and accuracy of the information contained, and representations and
declarations made, in your application, and acknowledge and agree that such
information, representations and declarations will be relied on by our Company and the
Vendors in determining whether to accept your application and/or whether to allocate
any Offering Shares to you;

(g)

consent to the collection, use, processing and disclosure of your name, NRIC/passport
number or company registration number, address, nationality, permanent resident
status, CDP Securities Account number, share application amount, share application
details, the outcome of your application (including the number of Offering Shares
allocated to you pursuant to your application) and other personal data (Personal
Data) by the Share Registrar, CDP, Securities Clearing Computer Services (Pte) Ltd
(SCCS), the SGX-ST, the Participating Banks, our Company, the Vendors, the Issue
Manager, Bookrunner and Underwriter and/or other authorised operators (the
Relevant Parties) for the purpose of the processing of your application for the
Offering Shares, and in order for the Relevant Parties to comply with any applicable
laws, listing rules, regulations and/or guidelines (collectively, the Purposes) and
warrant that such Personal Data is true, accurate and correct, (ii) warrant that where
you, as an approved nominee company, disclose the Personal Data of the beneficial
owner(s) to the Relevant Parties, you have obtained the prior consent of such beneficial
owner(s) for the collection, use, processing and disclosure by the Relevant Parties of

E-7

APPENDIX E TERMS, CONDITIONS AND PROCEDURES


FOR APPLICATION AND ACCEPTANCE
the Personal Data of such beneficial owner(s) for the Purposes, (iii) agree that the
Relevant Parties may do anything or disclose any Personal Data or matters without
notice to you if our Company or the Vendors or the Issue Manager, Bookrunner and
Underwriter considers them to be required or desirable in respect of any applicable
policy, law, regulation, government entity, regulatory authority or similar body, and (iv)
agree that you will indemnify the Relevant Parties in respect of any penalties, liabilities,
claims, demands, losses and damages as a result of your breach of warranties. You
also agree that the Relevant Parties shall be entitled to enforce this indemnity
(collectively, the Personal Data Privacy Terms);
(h)

agree and warrant that if the laws of any jurisdictions outside Singapore are applicable
to your application, you have complied with all such laws and none of our Company, the
Vendors or the Issue Manager, Bookrunner and Underwriter will infringe any such laws
as a result of the acceptance of your application;

(i)

agree and confirm that you are outside the United States; and

(j)

understand that the Offering Shares have not been and will not be registered under the
US Securities Act or the securities laws of any state of the United States and may not
be offered or sold in the United States except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the US Securities Act and
applicable state securities laws. There will be no public offer of the Offering Shares in
the United States. Any failure to comply with this restriction may constitute a violation
of the United States securities laws.

24. Acceptance of applications will be conditional upon, among others, our Company and the
Vendors being satisfied that:
(a)

permission has been granted by the SGX-ST to deal in, and for the quotation of all of
our Shares (including the Offering Shares, the Cornerstone Shares, the Additional
Shares and the Award Shares) on the Main Board of the SGX-ST;

(b)

the Management and Underwriting Agreement and the Placement Agreement referred
to in the section titled Plan of Distribution of the Prospectus have become
unconditional and have not been terminated; and

(c)

the Authority has not served a stop order which directs that no or no further Offering
Shares to which the Prospectus relates be allotted, issued or sold (Stop Order). The
Securities and Futures Act provides that the Authority shall not serve a Stop Order if all
the Offering Shares have been issued, sold and listed for quotation on the SGX-ST and
trading in them has commenced.

25. In the event that a Stop Order in respect of the Offering Shares is served by the Authority or
other competent authority, and:
(a)

the Offering Shares have not been issued and/or sold (as required by law), all
applications shall be deemed to be withdrawn and cancelled and our Company shall
refund the application monies (without interest or any share of revenue or other benefit
arising therefrom) to you within 14 days of the date of the Stop Order; or

E-8

APPENDIX E TERMS, CONDITIONS AND PROCEDURES


FOR APPLICATION AND ACCEPTANCE
(b)

if the Offering Shares have already been issued and/or sold but trading has not
commenced, the issue and/or sale will (as required by law) be deemed void and our
Company and the Vendors shall refund your payment for the Offering Shares (without
interest or any share of revenue or other benefit arising therefrom) to you within 14 days
from the date of the Stop Order.

This shall not apply where only an interim Stop Order has been served.
26. In the event that an interim Stop Order in respect of the Offering Shares is served by the
Authority or other competent authority, no Offering Shares shall be issued and/or sold to you
until the Authority revokes the interim Stop Order. The Authority is not able to serve a Stop
Order in respect of the Offering Shares if the Offering Shares have been issued and/or sold
and listed on the SGX-ST and trading in them has commenced.
27. Additional terms and conditions for applications by way of Application Forms are set out in
the section titled Additional Terms and Conditions for Applications Using Printed Application
Forms on pages E-9 to E-12 of these Instructions.
28. Additional terms and conditions for applications by way of Electronic Applications are set out
in the section titled Additional Terms and Conditions for Electronic Applications on pages
E-15 to E-21 of these Instructions.
29. All payments in respect of any application for Offering Shares, and all refunds where (a) an
application is rejected or accepted in part only, or (b) the Offering does not proceed for any
reason, shall be made in Singapore dollars.
30. No application will be held in reserve.
31. This Prospectus is dated 12 November 2014. No Shares shall be allotted or allocated on the
basis of this Prospectus later than 6 months after the date of registration of this Prospectus
by the Authority.
Additional Terms and Conditions for Applications Using Printed Application Forms
Applications by way of an Application Form shall be made on, and subject to the terms and
conditions of this Prospectus and its accompanying documents (including these Instructions and
the Application Forms), including but not limited to the terms and conditions set out below, as well
as those set out on pages E-1 to E-27 of this Prospectus and the Memorandum and Articles of
Association of our Company.
1.

Your application for the Public Offer Shares must be made using the printed WHITE Public
Offer Shares Application Forms and printed WHITE official envelopes A and B,
accompanying and forming part of this Prospectus.
Applications for the Placement Shares (other than the Reserved Shares) must be made
using the printed BLUE Placement Shares Application Forms or such other forms of
application as the Issue Manager, Bookrunner and Underwriter may deem appropriate.

E-9

APPENDIX E TERMS, CONDITIONS AND PROCEDURES


FOR APPLICATION AND ACCEPTANCE
Applications for Reserved Shares must be made using the PINK Reserved Shares
Application Forms or such other forms of application as may be deemed appropriate by the
Issue Manager, Bookrunner and Underwriter.
Without prejudice to the rights of our Company and the Vendors, the Issue Manager,
Bookrunner and Underwriter, as agent of our Company and the Vendors, have been
authorised to accept, for and on behalf of our Company and the Vendors, such other forms
of application as the Issue Manager, Bookrunner and Underwriter deems appropriate.
We draw your attention to the detailed instructions contained in the respective Application
Forms and this Prospectus and its accompanying documents (including these Instructions)
for the completion of the Application Forms, which must be carefully followed.
Our Company and the Vendors reserve the right to reject applications which do not
conform strictly to the instructions set out in the Application Forms and this
Prospectus or which are illegible, incomplete, incorrectly completed or which are
accompanied by improperly drawn remittances or improper form of remittances.
2.

You must complete your Application Forms in English. Please type or write clearly in ink
using BLOCK LETTERS.

3.

You must complete all spaces in your Application Forms except those under the heading
FOR OFFICIAL USE ONLY and you must write the words NOT APPLICABLE or N.A.
in any space that is not applicable.

4.

Individuals, corporations, approved nominee companies and trustees must give their names
in full. If you are an individual, you must make your application using your full name as it
appears on your NRIC (if you have such an identification document) or in your passport and,
in the case of a corporation, in your full name as registered with a competent authority. If you
are not an individual, you must complete the Application Form under the hand of an official
who must state the name and capacity in which he signs the Application Form. If you are a
corporation completing the Application Form, you are required to affix your common seal (if
any) in accordance with your Memorandum and Articles of Association or equivalent
constitutive documents of the corporation. If you are a corporate applicant and your
application is successful, a copy of your Memorandum and Articles of Association or
equivalent constitutive documents must be lodged with our Companys Share Registrar. Our
Company and the Vendors reserve the right to require you to produce documentary proof of
identification for verification purposes.

5.

(a)

You must complete Sections A and B and sign page 1 of the Application Form.

(b)

You are required to delete either paragraph 7(a) or 7(b) on page 1 of the Application
Form. Where paragraph 7(a) is deleted, you must also complete Section C of the
Application Form with particulars of the beneficial owner(s).

(c)

If you fail to make the required declaration in paragraph 7(a) or 7(b), as the case may
be, on page 1 of the Application Form, your application is liable to be rejected.

E-10

APPENDIX E TERMS, CONDITIONS AND PROCEDURES


FOR APPLICATION AND ACCEPTANCE
6.

You (whether an individual or corporate applicant, whether incorporated or unincorporated


and wherever incorporated or constituted) will be required to declare whether you are a
citizen or permanent resident of Singapore or a corporation in which citizens or permanent
residents of Singapore or any body corporate constituted under any statute of Singapore
having an interest in the aggregate of more than 50.0% of the issued share capital of or
interests in such corporation. If you are an approved nominee company, you are required to
declare whether the beneficial owner of the Offering Shares is a citizen or permanent
resident of Singapore or a corporation, whether incorporated or unincorporated and
wherever incorporated or constituted, in which citizens or permanent residents of Singapore
or any body corporate incorporated or constituted under any statute of Singapore have an
interest in the aggregate of more than 50.0% of the issued share capital of or interests in
such corporation.

7.

You may apply and make payment for your application for the Public Offer Shares and the
Placement Shares (including the Reserved Shares) in Singapore currency using only cash.
Each application must be accompanied by a remittance in Singapore currency for the full
amount payable at the Offering Price of S$0.68 for each Offering Share in respect of the
number of Offering Shares applied for. The remittance must be in the form of a BANKERS
DRAFT or CASHIERS ORDER drawn on a bank in Singapore, made out in favour of
TRANS-CAB SHARE ISSUE ACCOUNT crossed A/C PAYEE ONLY with your name, CDP
Securities Account number and address written clearly on the reverse side. Applications not
accompanied by any payment or accompanied by any other form of payment (unless
otherwise permitted hereto) will not be accepted. No combined Bankers Draft or Cashiers
Order for different CDP Securities Accounts shall be accepted. Remittances bearing NOT
TRANSFERABLE or NON-TRANSFERABLE crossings will be rejected. No
acknowledgement of receipt will be issued for applications and application monies received.
The manner and method for applications and acceptances of payment under the Placement
will be determined by the Issue Manager, Bookrunner and Underwriter at its sole discretion.

8.

Monies paid in respect of unsuccessful applications are expected to be returned (without


interest or any share of revenue or other benefit arising therefrom) to you by ordinary post,
in the event of oversubscription for the Public Offer Shares, within 24 hours of the balloting
(or such shorter or longer period as the SGX-ST may require), at your own risk. Where an
application under the Public Offer is rejected or accepted in part only, the full amount or the
balance of the application monies will be refunded (without interest or any share of revenue
or other benefit arising therefrom) to you by ordinary post, at your own risk, within 14 Market
Days after the close of the Offering, PROVIDED THAT the remittance accompanying such
application which has been presented for payment or other processes has been honoured
and the application monies received in the designated share issue account. If the Offering
does not proceed for any reason, the full amount of application monies (without interest or
any share of revenue or other benefit arising therefrom) will be returned to the applicants at
their own risk within three Market Days after the Offering is discontinued.

9.

Capitalised terms used in the Application Forms and defined in this Prospectus shall bear the
meanings assigned to them in this Prospectus.

E-11

APPENDIX E TERMS, CONDITIONS AND PROCEDURES


FOR APPLICATION AND ACCEPTANCE
10. By completing and delivering the Application Forms, you agree that:
(a)

in consideration of our Company and the Vendors having distributed the Application
Form to you and by completing and delivering the Application Form before the close of
the Offering:
(i)

your application is irrevocable;

(ii)

your remittance will be honoured on first presentation and that any monies
returnable may be held pending clearance of your payment without interest or any
share of revenue or other benefit arising therefrom; and

(iii) you represent and agree that you are located outside the United States (within the
meaning of Regulation S);
(b)

all applications, acceptances or contracts resulting therefrom under the Offering shall
be governed by and construed in accordance with the laws of Singapore and that you
irrevocably submit to the non-exclusive jurisdiction of the Singapore courts;

(c)

in respect of the Offering Shares for which your application has been received and not
rejected, acceptance of your application shall be constituted by written notification by or
on behalf of our Company and the Vendors and not otherwise, notwithstanding any
remittance being presented for payment by or on behalf of our Company and the
Vendors;

(d)

you will not be entitled to exercise any remedy of rescission for misrepresentation at
any time after acceptance of your application;

(e)

reliance is placed solely on information contained in this Prospectus and that none of
our Company, the Vendors, the Issue Manager, Bookrunner and Underwriter or any
other person involved in the Offering shall have any liability for any information not so
contained therein;

(f)

you accept and agree to the Personal Data Privacy Terms set out in this Prospectus;
and

(g)

you irrevocably agree and undertake to subscribe for and/or purchase the number of
Offering Shares applied for as stated in the Application Form or any smaller number of
such Offering Shares that may be allocated to you in respect of your application. In the
event that our Company and the Vendors decide to allocate any smaller number of
Offering Shares or not to allocate any Offering Shares to you, you agree to accept such
decision as final.

E-12

APPENDIX E TERMS, CONDITIONS AND PROCEDURES


FOR APPLICATION AND ACCEPTANCE
Procedures Relating to Applications for the Public Offer Shares by Way of Printed
Application Forms
1.

Your application for the Public Offer Shares by way of printed Application Forms MUST be
made using the WHITE Public Offer Shares Application Forms and WHITE official envelopes
A and B.

2.

You must:
(a)

enclose the WHITE Public Offer Shares Application Form, duly completed and signed,
together with your correct remittance for the full amount payable at the Offering Price
in Singapore currency in accordance with the terms and conditions of the Prospectus
and its accompanying documents (including these Instructions), in the WHITE official
envelope A provided;

(b)

in appropriate spaces on the WHITE official envelope A:


(i)

write your name and address;

(ii)

state the number of Public Offer Shares applied for; and

(iii) affix adequate Singapore postage;


(c)

SEAL THE WHITE OFFICIAL ENVELOPE A;

(d)

write, in the special box provided on the larger WHITE official envelope B addressed
to Trans-cab Holdings Ltd., c/o Boardroom Corporate & Advisory Services Pte. Ltd., 50
Raffles Place, #32-01 Singapore Land Tower, Singapore 048623, the number of Public
Offer Shares you have applied for; and

(e)

insert the WHITE official envelope A into WHITE official envelope B, seal WHITE
OFFICIAL ENVELOPE B; and

(f)

affix adequate Singapore postage on WHITE official envelope B (if despatching by


ordinary post) and thereafter DESPATCH BY ORDINARY POST OR DELIVER BY
HAND the documents at your own risk to Trans-cab Holdings Ltd., c/o Boardroom
Corporate & Advisory Services Pte. Ltd., 50 Raffles Place, #32-01 Singapore Land
Tower, Singapore 048623, so as to arrive by 12.00 noon on 18 November 2014 or
such other time or date as our Company and the Vendors may, with the agreement of
the Issue Manager, Bookrunner and Underwriter, decide, subject to any limitation under
applicable laws and regulations and the rules of the SGX-ST. Courier services or
Registered Post must NOT be used.

3.

Applications that are illegible, incomplete or incorrectly completed or accompanied by


improperly drawn remittances or which are not honoured upon their first presentation are
liable to be rejected.

4.

ONLY ONE APPLICATION should be enclosed in each envelope. No acknowledgement of


receipt will be issued for applications and application monies received.

E-13

APPENDIX E TERMS, CONDITIONS AND PROCEDURES


FOR APPLICATION AND ACCEPTANCE
5.

You may apply for the Public Offer Shares using only cash, provided that the number
of Public Offer Shares applied for under each payment method is in lots of 1,000 Public
Offer Shares or integral multiples thereof. For more details, please refer to paragraph 7
of the section titled Additional Terms and Conditions For Applications Using Printed
Application Forms on page E-11 of these Instructions.

Procedures Relating to Applications for the Placement Shares (other than the Reserved
Shares) by Way of Printed Application Forms
1.

Your application for the Placement Shares (other than the Reserved Shares) by way of
printed Application Forms must be made using the BLUE Placement Shares Application
Forms or such other forms of application as the Issue Manager, Bookrunner and Underwriter
deems appropriate.

2.

The completed and signed BLUE Placement Shares Application Form and your remittance,
in accordance with the terms and conditions of the Prospectus and its accompanying
documents (including the Instructions), for the full amount payable at the Offering Price, as
the case may be, for each Placement Share in respect of the number of Placement Shares
applied for, with your name, CDP Securities Account number and address written clearly on
the reverse side, must be enclosed and sealed in an envelope to be provided by you. You
must affix adequate Singapore postage on the envelope (if despatching by ordinary post) and
thereafter the sealed envelope must be DESPATCHED BY ORDINARY POST OR
DELIVERED BY HAND at your own risk to Trans-cab Holdings Ltd., c/o DBS Bank,
Capital Markets Group, 12 Marina Boulevard, Level 46, Marina Bay Financial Centre
Tower 3, Singapore 018982 to arrive by 12.00 noon on 18 November 2014 or such other
time or date as the Company and the Vendors may, with the agreement of the Issue Manager,
Bookrunner and Underwriter, decide. Local Courier Services or Registered Post must
NOT be used.

3.

Applications that are illegible, incomplete or incorrectly completed or accompanied by


improperly drawn remittances or which are not honoured upon their first presentation may be
rejected.

4.

ONLY ONE APPLICATION should be enclosed in each envelope. No acknowledgement of


receipt will be issued for applications and application monies received.

5.

You may apply for the Placement Shares using only cash. For more details, please refer
to paragraph 7 of the section titled Additional Terms and Conditions For Applications Using
Printed Application Forms on page E-11 of these Instructions.

6.

You may alternatively remit your application monies by electronic transfer to TRANS-CAB
SHARE ISSUE ACCOUNT, Account No. 003-710565-1 by 12.00 noon on 18 November
2014 or such other time or date as our Company and the Vendors may, with the agreement
of the Issue Manager, Bookrunner and Underwriter, decide, subject to any limitation under
applicable laws and regulations and the rules of the SGX-ST. Applicants who remit their
application monies via electronic transfer should send a copy of the telegraphic transfer
advice slip to DBS Bank, Capital Markets Group, 12 Marina Boulevard, Level 46, Marina Bay
Financial Centre Tower 3, Singapore 018982 to arrive by 12.00 noon on 18 November 2014.

E-14

APPENDIX E TERMS, CONDITIONS AND PROCEDURES


FOR APPLICATION AND ACCEPTANCE
Procedures Relating to Applications for the Reserved Shares by Way of Printed Application
Forms
1.

Your application for Reserved Shares must be made using the PINK Reserved Shares
Application Forms or such other form of application as may be deemed appropriate by the
Issue Manager, Bookrunner and Underwriter.

2.

The completed and signed PINK Reserved Shares Application Form and your remittance, in
accordance with the terms and conditions of the Prospectus, for the full amount payable in
respect of the number of Reserved Shares applied for with your name, CDP Securities
Account number and address written clearly on the reverse side, must be enclosed and
sealed in an envelope to be provided by you. You must affix adequate Singapore postage on
the envelope (if despatching by ordinary post) and thereafter the sealed envelope must be
DESPATCHED BY ORDINARY POST OR DELIVERED BY HAND at your own risk to
Trans-cab Holdings Ltd., c/o Boardroom Corporate & Advisory Services Pte. Ltd., 50
Raffles Place, #32-01 Singapore Land Tower, Singapore 048623, to arrive by 12:00 noon
on 18 November 2014 or such other time or date as our Company and the Vendors may, with
the agreement of the Issue Manager, Bookrunner and Underwriter, decide, subject to any
limitation under applicable laws and regulations and the rules of the SGX-ST. Courier
services or Registered Post must NOT be used.

3.

Applications that are illegible, incomplete or incorrectly completed or accompanied by


improperly drawn remittances or which are not honoured upon their first presentation may be
rejected.

4.

ONLY ONE APPLICATION should be enclosed in each envelope. No acknowledgement of


receipt will be issued for any application or remittance received.

5.

You may apply for the Reserved Shares using only cash. For more details, please refer
to paragraph 7 of the section titled, Additional Terms and Conditions for Applications Using
Printed Application Forms on page E-11 of these Instructions, or such other payment mode
as our Company and the Vendors may, with the agreement of the Issue Manager, Bookrunner
and Underwriter, decide.

Additional Terms and Conditions for Electronic Applications


Electronic Applications shall be made and subject to the terms and conditions of the Prospectus
and its accompanying documents (including these Instructions), including but not limited to, the
terms and conditions appearing below and those set out on pages E-1 to E-27 of this Prospectus
as well as the Memorandum and Articles of Association of our Company.
1.

The procedures for Electronic Applications are set out on the ATM screens of the relevant
Participating Banks (in the case of ATM Electronic Applications) and the IB website screens
of the relevant Participating Banks (in the case of Internet Electronic Applications) and the
mBanking Interface of DBS Bank (in the case of mBanking Applications).

2.

For illustration purposes, the procedures for Electronic Applications for Public Offer Shares
through ATMs, the IB websites and the mBanking Interface (together the Steps) are set out
in pages E-22 to E-27 of these Instructions. The Steps set out the actions that you must take
at ATMs, the IB website or the mBanking Interface of DBS Bank to complete an Electronic

E-15

APPENDIX E TERMS, CONDITIONS AND PROCEDURES


FOR APPLICATION AND ACCEPTANCE
Application. The actions that you must take at the ATMs or the IB websites of the other
Participating Banks are set out on the ATM screens or the IB website screens of the relevant
Participating Banks. Please read carefully the terms and conditions of the Prospectus and its
accompanying documents (including these Instructions and the Application Forms), the
Steps and the terms and conditions for Electronic Applications set out below before making
an Electronic Application.
3.

Any reference to you or the Applicant in the Additional Terms and Conditions for
Electronic Applications, and the Steps shall refer to you making an application for the Public
Offer Shares through an ATM of one of the relevant Participating Banks or the IB website of
a relevant Participating Bank or the mBanking Interface of DBS Bank.

4.

If you are making an ATM Electronic Application:

5.

(a)

You must have an existing bank account with and be an ATM cardholder of the relevant
Participating Banks before you can make an Electronic Application at the ATMs of the
relevant Participating Banks. An ATM card issued by one Participating Bank cannot be
used to apply for the Public Offer Shares at an ATM belonging to other Participating
Banks.

(b)

You must ensure that you enter your own CDP Securities Account Number when using
the ATM card issued to you in your own name. If you fail to use your own ATM card or
do not key in your own CDP Securities Account number, your application will be
rejected. If you operate a joint bank account with any of the Participating Banks, you
must ensure that you enter your own CDP Securities Account number when using the
ATM card issued to you in your own name. Using your own CDP Securities Account
number with an ATM card which is not issued to you in your own name will render your
Electronic Application liable to be rejected.

(c)

Upon the completion of your ATM Electronic Application, you will receive an ATM
transaction slip (Transaction Record), confirming the details of your ATM Electronic
Application. The Transaction Record is for your retention and should not be submitted
with any printed Application Form.

If you are making an Internet Electronic Application or a mBanking Application:


(a)

You must have an existing bank account with, and/or a User Identification (User ID)
and a Personal Identification Number (PIN) given by, the relevant Participating Bank.

(b)

You must ensure that the mailing address of your account selected for the application
is in Singapore and you must declare that the application is being made in Singapore.
Otherwise, your application is liable to be rejected. In connection with this, you will be
asked to declare that you are in Singapore at the time when you make the application.

(c)

Upon completion of your Internet Electronic Application through the IB website of the
relevant Participating Bank or the mBanking Interface of DBS Bank, there will be an
on-screen confirmation (the Confirmation Screen) of the application which can be
printed out or screen captured by you for your record. This printed record or screen
capture of the Confirmation Screen is for your retention and should not be submitted
with any printed Application Form.

E-16

APPENDIX E TERMS, CONDITIONS AND PROCEDURES


FOR APPLICATION AND ACCEPTANCE
6.

In connection with your Electronic Application for the Public Offer Shares, you are required
to confirm statements to the following effect in the course of activating the Electronic
Application:
(a)

that you have received a copy of the Prospectus and its accompanying documents
(including these Instructions) (in the case of ATM Electronic Applications only) and have
read, understood and agreed to all the terms and conditions of application for the Public
Offer Shares and the Prospectus and its accompanying documents (including these
Instructions) prior to effecting the Electronic Application and agree to be bound by the
same;

(b)

If you accept and agree to the Personal Data Privacy Terms set out in the Prospectus;
and

(c)

where you are applying for Public Offer Shares, that this is your only application for the
Public Offer Shares and it is made in your name and at your own risk.

Your application will not be successfully completed and cannot be recorded as a completed
transaction unless you press the Enter or OK or Confirm or Yes or any other relevant
key in the ATM or click Confirm or OK or Submit or Continue or Yes or any other
relevant button on the website screen or the mobile banking interface. By doing so, you shall
be treated as signifying your confirmation of each of the above three statements. In respect
of statement 6(b) above, your confirmation, by pressing the Enter or OK or Confirm or
Yes or any other relevant key in the ATM or by clicking Confirm or OK or Submit or
Continue or Yes or any other relevant button, shall signify and shall be treated as your
written permission, given in accordance with the relevant laws of Singapore, including
Section 47(2) of the Banking Act, Chapter 19 of Singapore, to the disclosure by that
Participating Bank of the Personal Data of your account(s) with that Participating Bank to the
Relevant Parties.
By making an Electronic Application you confirm that you are not applying for the Public Offer
Shares as a nominee of any other person and that any Electronic Application that you make
is the only application made by you as the beneficial owner. You shall make only one
Electronic Application for the Public Offer Shares and shall not make any other application
for the Public Offer Shares whether at the ATMs of any Participating Bank, the IB websites
of the relevant Participating Banks or the mBanking Interface of DBS Bank or via the
Application Forms. Where you have made an application for the Public Offer Shares via an
Application Form, you shall not make an Electronic Application for the Public Offer Shares
and vice versa.
7.

You must have sufficient funds in your bank account with your Participating Bank at the time
you make your ATM Electronic Application, Internet Electronic Application or mBanking
Application, failing which such Electronic Application will not be completed. Any Electronic
Application which does not conform strictly to the instructions set out in the Prospectus and
its accompanying documents (including these Instructions) or on the screens of the ATMs or
on the IB website of the relevant Participating Bank or the mBanking Interface of DBS Bank,
as the case may be, through which your Electronic Application is being made, shall be
rejected.

E-17

APPENDIX E TERMS, CONDITIONS AND PROCEDURES


FOR APPLICATION AND ACCEPTANCE
8.

You irrevocably agree and undertake to subscribe for and/or purchase and to accept the
number of Public Offer Shares applied for as stated on the Transaction Record or the
Confirmation Screen or any lesser number of such Public Offer Shares that may be allocated
to you in respect of your Electronic Application. In the event that our Company and the
Vendors decide to allot and/or allocate any lesser number of such Public Offer Shares or not
to allot and/or allocate any Public Offer Shares to you, you agree to accept such decision as
final. If your Electronic Application is successful, your confirmation (by your action of
pressing the Enter or OK or Confirm or Yes or any other relevant key on the ATM or
clicking Confirm or OK or Submit or Continue or Yes or any other relevant button or
icon on the IB website screen or the mBanking Interface of DBS Bank) of the number of
Public Offer Shares applied for shall signify and shall be treated as your acceptance of the
number of Public Offer Shares that may be allocated to you and your agreement to be bound
by the Memorandum and Articles of Association of our Company. You also irrevocably
authorise CDP to complete and sign on your behalf as transferee or renouncee any
instrument of transfer and/or other documents required for the transfer of the Public Offer
Shares that may be allocated to you and your agreement to be bound by the Memorandum
and Articles of Association of our Company.

9.

Our Company and the Vendors will not keep any application in reserve. Where your
Electronic Application under the Public Offer is unsuccessful, the full amount of the
application monies will be paid (without interest or any share of revenue or other benefit
arising therefrom) to you by being automatically credited to your account with your
Participating Bank, at your own risk within 24 hours of the balloting (or such shorter or longer
period as the SGX-ST may require) provided that the remittance in respect of such
application which has been presented for payment or other processes has been honoured
and the application monies received in the designated share issue account.
Where an Electronic Application under the Public Offer is accepted or rejected in full or in part
only, the balance of the application monies, as the case may be, will be paid (without interest
or any share of revenue or other benefit arising therefrom) to you by being automatically
credited to your account with your Participating Bank at your own risk, within 14 Market Days
after the close of the Offering provided that the remittance in respect of such application
which has been presented for payment or other processes has been honoured and the
application monies received in the designated share issue account.
In the case of the Public Offer, if the Offering does not proceed for any reason, the full
amount of application monies (without interest or any share of revenue or other benefit
arising therefrom) will be returned to you at your own risk within three Market Days after the
Offering is discontinued.
Responsibility for timely refund of application monies (whether from unsuccessful or partially
successful Electronic Applications or otherwise) lies solely with the respective Participating
Banks. Therefore, you are strongly advised to consult your Participating Bank as to the status
of your Electronic Application and/or the refund of any money to you from an unsuccessful
or partially successful Electronic Application, to determine the exact number of Public Offer
Shares, if any, allocated to you before trading the Public Offer Shares on the SGX-ST. None
of the SGX-ST, the CDP, the SCCS, the Participating Banks, our Company, the Vendors and
the Issue Manager, Bookrunner and Underwriter shall assume any responsibility for any loss
that may be incurred as a result of you having to cover any net sell positions or from buy-in
procedures activated by the SGX-ST.

E-18

APPENDIX E TERMS, CONDITIONS AND PROCEDURES


FOR APPLICATION AND ACCEPTANCE
10. If your Electronic Application is unsuccessful, no notification will be sent by the relevant
Participating Bank.
11.

Applicants who make ATM Electronic Applications for the Public Offer Shares through the
ATMs of the following Participating Banks may check the provisional results of their ATM
Electronic Applications as follows:
Service expected
from

Bank

Telephone

Other Channels

Operating Hours

DBS Bank (including POSB)

1800 339 6666


(for POSB
account holders)
1800 111 1111
(for DBS
account holders)

IB
http://www.dbs.com(1)

24 hours a day

Evening of the
balloting day

Oversea-Chinese Banking
Corporation Limited
(OCBC Bank)

1800 363 3333

Phone Banking/ATM/IB
http://www.ocbc.com (2)

24 hours a day

Evening of the
balloting day

United Overseas Bank Limited


and its subsidiary, Far Eastern
Bank Limited (UOB Group)

1800 222 2121

ATM (Other Transactions


IPO Enquiry)/IB
http://www.uobgroup.com(3)

24 hours a day

Evening of the
balloting day

Notes:
(1)

Applicants who have made Internet Electronic Applications through the IB websites of DBS Bank or mBanking
Applications through mBanking Interface of DBS Bank may also check the results of their applications through
the same channels listed in the table above in relation to ATM Electronic Applications made at the ATMs of
DBS Bank.

(2)

Applicants who have made Electronic Application through the ATMs or the IB website of OCBC Bank may
check the results of their applications through OCBC Bank Personal Internet Banking, OCBC Bank ATMs or
OCBC Bank Phone Banking services.

(3)

Applicants who have made Electronic Application through the ATMs or the IB website of the UOB Group may
check the results of their applications through UOB Personal Internet Banking, UOB ATMs or UOB Phone
Banking services.

12. ATM Electronic Applications shall close at 12.00 noon on 18 November 2014 or such other
date(s) and time(s) as our Company and the Vendors may agree with the Issue Manager,
Bookrunner and Underwriter. All Internet Electronic Applications and mBanking Applications
must be received by 12.00 noon on 18 November 2014, or such other date(s) and time(s) as
our Company and the Vendors may agree with the Issue Manager, Bookrunner and
Underwriter. Internet Electronic Applications and mBanking Applications are deemed to be
received when they enter the designated information system of the relevant Participating
Bank.
13. You are deemed to have irrevocably requested and authorised the Company and the
Vendors to:
(a)

register the Public Offer Shares allocated to you in the name of CDP for deposit into
your CDP Securities Account;

(b)

send the relevant Share certificate(s) to CDP;

(c)

return or refund (without interest or any share of revenue earned or other benefit arising
therefrom) the application monies, should your Electronic Application be rejected, by
E-19

APPENDIX E TERMS, CONDITIONS AND PROCEDURES


FOR APPLICATION AND ACCEPTANCE
automatically crediting your bank account with your Participating Bank, at your risk, with
the relevant amount within 24 hours of the balloting (or such shorter or longer period as
the SGX-ST may require), or should the Offering not proceed for any reason, within
three Market Days after the Offering is discontinued, PROVIDED THAT the remittance
in respect of such application which has been presented for payment or such other
processes has been honoured and application monies received in the designated
shares issue account; and
(d)

return or refund (without interest or any share of revenue or other benefit arising
therefrom) the balance of the application monies, should your Electronic Application be
rejected or accepted in part only, by automatically crediting your bank account with your
Participating Bank, at your risk, with the relevant amount within 14 Market Days after
the close of the Offering PROVIDED THAT the remittance in respect of such application
which has been presented for payment or such other processes have been honoured
and application monies received in the designated shares issue account.

14. You irrevocably agree and acknowledge that your Electronic Application is subject to risks of
electrical, electronic, technical and computer-related faults and breakdown, fires, acts of God
and other events beyond the control of the Participating Banks, our Company, the Vendors,
the Issue Manager, Bookrunner and Underwriter, and if, in any such event our Company, the
Vendors, the Issue Manager, Bookrunner and Underwriter, the relevant Participating Bank
and/or CDP do not receive your Electronic Application, or data relating to your Electronic
Application or the tape or any other devices containing such data is lost, corrupted or not
otherwise accessible, whether wholly or partially for whatever reason, you shall be deemed
not to have made an Electronic Application and you shall have no claim whatsoever against
our Company, the Vendors, the Issue Manager, Bookrunner and Underwriter, the relevant
Participating Bank and/or CDP for the Public Offer Shares applied for or for any
compensation, loss or damage.
15. Our Company and the Vendors do not recognise the existence of a trust. Any Electronic
Application by a trustee must be made in his own name and without qualification. The
Company and the Vendors will reject any application by any person acting as nominee (other
than approved nominee companies).
16. All your particulars in the records of your Participating Bank at the time you make your
Electronic Application shall be deemed to be true and correct and your Participating Bank,
and any other Relevant Parties shall be entitled to rely on the accuracy thereof. If there has
been any change in your particulars after making your Electronic Application, you shall
promptly notify your Participating Bank.
17. You should ensure that your personal particulars as recorded by both CDP and the relevant
Participating Bank are correct and identical, otherwise, your Electronic Application is liable
to be rejected. You should promptly inform CDP of any change in address, failing which the
notification letter on successful allocation will be sent to your address last registered with
CDP.

E-20

APPENDIX E TERMS, CONDITIONS AND PROCEDURES


FOR APPLICATION AND ACCEPTANCE
18. By making and completing an Electronic Application, you are deemed to have agreed that:
(a)

in consideration of our Company and the Vendors making available the Electronic
Application facility, through the Participating Banks acting as agents of the Company
and the Vendors, at the ATMs and the IB websites of the relevant Participating Banks
and mBanking Interface of DBS Bank:
(i)

your Electronic Application is irrevocable;

(ii)

your Electronic Application, the acceptance by our Company and the Vendors and
the contract resulting therefrom under the Offering shall be governed by and
construed in accordance with the laws of Singapore and you irrevocably submit to
the non-exclusive jurisdiction of the Singapore courts; and

(iii) you represent and agree that you are not located in the United States (within the
meaning of Regulations S);
(b)

none of our Company, the Vendors, the Issue Manager, Bookrunner and Underwriter,
the Participating Banks or CDP shall be liable for any delays, failures or inaccuracies
in the recording, storage or in the transmission or delivery of data relating to your
Electronic Application to our Company, the Vendors, the SGX-ST or CDP due to
breakdowns or failure of transmission, delivery or communication facilities or any risks
referred to in paragraph 14 above or to any cause beyond their respective controls;

(c)

in respect of the Public Offer Shares for which your Electronic Application has been
successfully completed and not rejected, acceptance of your Electronic Application
shall be constituted by written notification by or on behalf of the Company and the
Vendors and not otherwise, notwithstanding any payment received by or on behalf of
the Company and the Vendors;

(d)

you will not be entitled to exercise any remedy of rescission for misrepresentation at
any time after acceptance of your application;

(e)

reliance is placed solely on information contained in the Prospectus and that none of
our Company, the Vendors, the Issue Manager, Bookrunner and Underwriter or any
other person involved in the Offering shall have any liability for any information not so
contained therein; and

(f)

you irrevocably agree and undertake to subscribe for the number of Public Offer Shares
applied for as stated in your Electronic Application or any smaller number of such Public
Offer Shares that may be allocated to you in respect of your Electronic Application. In
the event our Company and the Vendors decide to allocate any smaller number of such
Public Offer Shares or not to allocate any Public Offer Shares to you, you agree to
accept such decision as final.

E-21

APPENDIX E TERMS, CONDITIONS AND PROCEDURES


FOR APPLICATION AND ACCEPTANCE
Steps for ATM Electronic Applications for the Public Offer Shares through ATMs of DBS
Bank (Including POSB ATMs)
Instructions for ATM Electronic Applications will appear on the ATM screens of the Participating
Banks. For illustration purposes, the steps for making an ATM Electronic Application through a
DBS Bank or POSB ATM are shown below. Certain words appearing on the screen are in
abbreviated form (A/C, amt, appln, &, I/C, Max., SGX and No. refer to Account,
amount, application, and, NRIC, Maximum, SGX-ST and Number respectively).
Instructions for ATM Electronic Applications on the ATM screens of the Participating Banks (other
than DBS Bank (including POSB)), may differ slightly from those represented below.
Step 1:

Insert your personal DBS Bank or POSB ATM Card.

2:

Enter your Personal Identification Number.

3:

Select MORE SERVICES.

4:

Select language (for customers using multi-language card).

5:

Select ESA-IPO SHARE/INVESTMENTS.

6:

Select ELECTRONIC SECURITY APPLN (IPOS/BOND/ST-NOTES/SECURITIES).

7:

Read and understand the following statements which will appear on the screen:

(IN THE CASE OF A SECURITIES OFFERING THAT IS SUBJECT TO A


PROSPECTUS/OFFER INFORMATION STATEMENT/DOCUMENT/PROFILE
STATEMENT LODGED WITH AND/OR REGISTERED BY THE MONETARY
AUTHORITY OF SINGAPORE OR, AS THE CASE MAY BE, THE SINGAPORE
EXCHANGE SECURITIES TRADING LIMITED) THE OFFER OF SECURITIES
(OR UNITS OF SECURITIES) WILL BE MADE IN, OR ACCOMPANIED BY
A
COPY
OF
THE
PROSPECTUS/OFFER
INFORMATION
STATEMENT/DOCUMENT/PROFILE STATEMENT (AND IF APPLICABLE, A
COPY OF THE REPLACEMENT OR SUPPLEMENTARY PROSPECTUS/OFFER
INFORMATION STATEMENT/DOCUMENT/ PROFILE STATEMENT) WHICH CAN
BE OBTAINED FROM THE ISSUE MANAGER AND WHERE APPLICABLE,
DBS/POSB BRANCHES IN SINGAPORE AND THE VARIOUS PARTICIPATING
BANKS DURING BANKING HOURS, SUBJECT TO AVAILABILITY.

(IN THE CASE OF A SECURITIES OFFERING THAT IS SUBJECT TO A


PROSPECTUS/OFFER INFORMATION STATEMENT/DOCUMENT/PROFILE
STATEMENT LODGED WITH AND/OR REGISTERED BY THE MONETARY
AUTHORITY OF SINGAPORE OR THE SINGAPORE EXCHANGE SECURITIES
TRADING LIMITED) ANYONE WISHING TO ACQUIRE THESE SECURITIES (OR
UNITS OF SECURITIES) SHOULD READ THE PROSPECTUS/OFFER
INFORMATION
STATEMENT/DOCUMENT/PROFILE
STATEMENT
(AS
SUPPLEMENTED OR REPLACED, IF APPLICABLE) BEFORE SUBMITTING HIS
APPLICATION WHICH WILL NEED TO BE MADE IN THE MANNER
SET
OUT
IN
THE
PROSPECTUS/OFFER
INFORMATION
STATEMENT/DOCUMENT/PROFILE STATEMENT (AS SUPPLEMENTED OR

E-22

APPENDIX E TERMS, CONDITIONS AND PROCEDURES


FOR APPLICATION AND ACCEPTANCE
REPLACED, IF APPLICABLE). A COPY OF THE PROSPECTUS/OFFER
INFORMATION STATEMENT/DOCUMENT/PROFILE STATEMENT, AND IF
APPLICABLE, A COPY OF THE REPLACEMENT OR SUPPLEMENTARY
PROSPECTUS/OFFER INFORMATION STATEMENT/DOCUMENT/PROFILE
STATEMENT HAS BEEN LODGED WITH AND/OR REGISTERED BY THE
MONETARY AUTHORITY OF SINGAPORE OR, AS THE CASE MAY BE, THE
SINGAPORE EXCHANGE SECURITIES TRADING LIMITED, WHICH TAKES NO
RESPONSIBILITY FOR ITS OR THEIR CONTENTS.

(IN THE CASE OF A SECURITIES OFFERING THAT DOES NOT REQUIRE A


PROSPECTUS/OFFER INFORMATION STATEMENT/DOCUMENT/PROFILE
STATEMENT TO BE LODGED WITH AND/OR REGISTERED BY THE MONETARY
AUTHORITY OF SINGAPORE OR THE SINGAPORE EXCHANGE SECURITIES
TRADING LIMITED) THE OFFER OF SECURITIES (OR UNITS OF SECURITIES)
MAY BE MADE IN A NOTICE PUBLISHED IN A NEWSPAPER AND/OR A
CIRCULAR/DOCUMENT DISTRIBUTED TO SECURITY HOLDERS. ANYONE
WISHING TO ACQUIRE SUCH SECURITIES (OR UNITS OF SECURITIES)
SHOULD READ THE NOTICE/CIRCULAR/DOCUMENT BEFORE SUBMITTING
HIS APPLICATION, WHICH WILL NEED TO BE MADE IN THE MANNER SET OUT
IN THE NOTICE/CIRCULAR/DOCUMENT.
Press the enter key to confirm that you have read and understood.

8:

Select TRANSCAB to display details.

9:

Press the ENTER key to acknowledge:

YOU
HAVE
READ,
UNDERSTOOD
AND
AGREED
TO
ALL
THE TERMS OF APPLICATION AND (WHERE APPLICABLE) THE
PROSPECTUS/OFFER INFORMATION STATEMENT/DOCUMENT/PROFILE
STATEMENT, REPLACEMENT OR SUPPLEMENTARY PROSPECTUS/OFFER
INFORMATION STATEMENT/DOCUMENT/PROFILE STATEMENT AND/OR
NOTICE/CIRCULAR.

FOR THE PURPOSES OF FACILITATING YOUR APPLICATION, YOU CONSENT


TO THE BANK COLLECTING AND USING YOUR NAME, NRIC/PASSPORT
NUMBER, ADDRESS, NATIONALITY, CDP SECURITIES ACCOUNT NUMBER,
CPF INVESTMENT ACCOUNT NUMBER, APPLICATION DETAILS AND OTHER
PERSONAL DATA AND DISCLOSING THE SAME FROM OUR RECORDS TO
REGISTRARS OF SECURITIES OF THE ISSUER, SGX, CDP, CPF,
ISSUER/VENDOR(S) AND ISSUE MANAGER(S).

THIS APPLICATION IS MADE IN YOUR OWN NAME AND AT YOUR OWN RISK.

FOR FIXED AND MAXIMUM PRICE SECURITIES APPLICATION, THIS IS YOUR


ONLY APPLICATION AND IT IS MADE IN YOUR OWN NAME AND AT YOUR OWN
RISK.

THE MAXIMUM PRICE FOR EACH SECURITY IS PAYABLE IN FULL ON


APPLICATION AND SUBJECT TO REFUND IF THE FINAL PRICE IS LOWER.

E-23

APPENDIX E TERMS, CONDITIONS AND PROCEDURES


FOR APPLICATION AND ACCEPTANCE

FOR TENDER SECURITIES APPLICATION, THIS IS YOUR ONLY APPLICATION


AT THE SELECTED TENDER PRICE AND IT IS MADE IN YOUR OWN NAME AND
AT YOUR OWN RISK.

YOU ARE NOT A US PERSON AS REFERRED TO IN (WHERE APPLICABLE)


THE
PROSPECTUS/OFFER
INFORMATION
STATEMENT/DOCUMENT/
PROFILE STATEMENT, REPLACEMENT OR SUPPLEMENTARY PROSPECTUS/
OFFER INFORMATION STATEMENT/DOCUMENT/PROFILE STATEMENT,
AND/OR NOTICE/CIRCULAR.

THERE MAY BE A LIMIT ON THE MAXIMUM NUMBER OF SECURITIES THAT


YOU CAN APPLY FOR. SUBJECT TO AVAILABILITY, YOU MAY BE
ALLOTTED/ALLOCATED A SMALLER NUMBER OF SECURITIES THAN YOU
APPLIED FOR.

10: Select your nationality.


11:

Select the DBS Bank account (Autosave/Current/Savings/Savings Plus) or the POSB


account (Current/Savings) from which to debit your application monies.

12: Enter the number of securities you wish to apply for using cash.
13: Enter or confirm (if your CDP Securities Account number has already been stored in
DBSs records) your own 12-digit CDP Securities Account number (Note: This step will
be omitted automatically if your Securities Account Number has already been stored in
DBSs records).
14: Check the details of your securities application, your CDP Securities Account number,
number of securities and application amount on the screen and press the ENTER key
to confirm your application.
15: Remove the Transaction Record for your reference and retention only.
Steps for Internet Electronic Applications for the Public Offer Shares through the IB
Website of DBS Bank
For illustrative purposes, the steps for making an Internet Electronic Application through the DBS
Bank IB website is shown below. Certain words appearing on the screen are in abbreviated form
(A/c, amt, &, I/C, SGX and No. refer to Account, amount, and, NRIC, SGX-ST
and Number respectively).
Step 1:

Click on DBS website (www.dbs.com).

2:

Login to Internet banking.

3:

Enter your User ID and PIN.

4:

Enter your DBS IB Secure PIN

5:

Select Electronic Security Application (ESA).

E-24

APPENDIX E TERMS, CONDITIONS AND PROCEDURES


FOR APPLICATION AND ACCEPTANCE
6:

Click Yes to proceed and to warrant, among others, that you are currently in
Singapore, you have observed and complied with all applicable laws and regulations
and that your mailing address for DBS mailing address for DBS Internet Banking is in
Singapore and that you are not a U.S. person (as such term is defined in Regulation S
under the United States Securities Act of 1933, amended).

7:

Select your country of residence and click I confirm.

8:

Click on TRANSCAB and click Submit.

9:

Click on I Confirm to confirm, among others:

You have read, understood and agreed to all terms of this application and the
Prospectus/Document or Profile Statement and if applicable, the Supplementary
or Replacement Prospectus/Document or Profile Statement.

For the purposes of facilitating your application, you consent to the bank collecting
and using your name, NRIC/passport number, address, nationality, CDP Securities
Account number, CPF Investment Account number, application details and other
personal data and disclosing the same from our records to registrars of securities
of the issuer, SGX, CDP, CPF, the issuer/vendor(s) and issue manager(s).

You are not a U.S. Person (as such term is defined in Regulation S under the
United States Securities Act of 1933, as amended).

You understand that the securities mentioned herein have not been and will not be
registered under the United States Securities Act of 1933, as amended (the US
Securities Act) or the securities laws of any state of the United States and may not
be offered or sold in the United States or to, or for the account or benefit of any US
person (as defined in Regulation S under the US Securities Act) except pursuant
to an exemption from or in a transaction not subject to, the registration
requirements of the US Securities Act and applicable state securities laws. There
will be no public offer of the securities mentioned herein in the United States. Any
failure to comply with this restriction may constitute a violation of the United States
securities laws.

This application is made in your own name and at your own risk.

For FIXED/MAX price securities application, this is your only application. For
TENDER price securities application, this is your only application at the selected
tender price.

For FOREIGN CURRENCY securities, subject to the terms of the issue, please
note the following: the application monies will be debited from your bank account
in S$, based on the Banks prevailing board rates at the time of application. Any
refund monies will be credited in S$ based on the Banks prevailing board rates at
the time of refund. The different prevailing board rates at the time of application
and the time of refund of application monies may result in either a foreign
exchange profit or loss or application monies may be debited and refund credited
in S$ at the same exchange rate.

E-25

APPENDIX E TERMS, CONDITIONS AND PROCEDURES


FOR APPLICATION AND ACCEPTANCE

For 1ST-COME-1ST-SERVE securities, the number of securities applied for may


be reduced, subject to availability at the point of application.

10: Fill in details for securities application and click Submit.


11:

Check the details of your securities application, your CDP Securities A/C No. and click
Confirm to confirm your application.

12: Print the Confirmation Screen (optional) for your reference and retention only.
Steps for mBanking Applications for Public Offer Shares through mobile banking interface
of DBS Bank
For illustrative purposes, the steps for making a mBanking Application are shown below. Certain
words appearing on the screen are in abbreviated from (A/C, &, amt, I/C, SGX and No.
refer to Account, and, Amount, NRIC, SGX-ST and Number, respectively).
Step 1:

Click on DBS Bank mBanking application using your User ID and PIN.

2:

Select Investment Services.

3:

Select Electronic Securities Application.

4:

Select Yes to proceed and to warrant, among others, that you are currently in
Singapore, you have observed and complied with all applicable laws and regulations
and that your mailing address for DBS Internet Banking is in Singapore and that you are
not a U.S. Person (as such term is defined in Regulation S under the United States
Securities Act of 1933 as amended).

5:

Select your country of residence.

6:

Select TRANSCAB.

7:

Select Yes to confirm, among others:

You have read, understood and agreed to all terms of this application and the
Prospectus/Document or Profile Statement and if applicable, the Supplementary
or Replacement Prospectus/Document or Profile Statement.

You consent to disclose your name, I/C or Passport No., address, nationality, CDP
Securities A/c No. and securities application amount from your DBS/POSB
Account(s) to registrars of securities, SGX, SCCS, CDP and issuer/vendor(s).

You are not a U.S. Person (as such term is defined in Regulation S under the
United States Securities Act of 1933, as amended).

You understand that the securities mentioned herein have not been and will not be
registered under the United States Securities Act of 1933, as amended (the US
Securities Act) or the securities laws of any state of the United States and may not
be offered or sold in the United States or to, or for the account or benefit of any US
person (as defined in Regulation S under the US Securities Act) except pursuant
E-26

APPENDIX E TERMS, CONDITIONS AND PROCEDURES


FOR APPLICATION AND ACCEPTANCE
to an exemption from or in a transaction subject to, the registration requirements
of the US Securities Act and applicable state securities laws. There will be no
public offer of the securities mentioned herein in the United States. Any failure to
comply with this restriction may constitute a violation of the United States
securities laws.

This application is made in your own name and at your own risk.

For FIXED/MAX price securities application, this is your only application. For
TENDER price securities application, this is your only application at the selected
tender price.

FOR FOREIGN CURRENCY Securities, subject to the terms of the issue, please
note the following: the application monies will be debited from your bank account
in S$, based on the Banks prevailing board rates at the time of application. Any
refund monies will be credited in S$ based on the Banks prevailing board rates at
the time of refund. The different prevailing board rates at the time of application
and the time of refund of application monies may result in either a foreign
exchange profit or loss or application monies may be debited and refund credited
in S$ at the same exchange rate.

FOR 1ST-COME-1ST-SERVE securities, the number of securities applied for may


be reduced, subject to availability at the point of application.

8:

Fill in details for securities application and click Submit.

9:

Check the details of your securities application, your CDP Securities A/C No. and click
Confirm to confirm your application.

10: Where applicable, capture Confirmation Screen (optional) for your reference and
retention only.

E-27

This page has been intentionally left blank.

APPENDIX F INDEPENDENT AUDITORS REPORT AND THE AUDITED


COMBINED FINANCIAL STATEMENTS FOR THE REPORTING YEARS
ENDED 31 DECEMBER 2011, 2012 AND 2013
INDEPENDENT AUDITORS REPORT ON THE AUDITED COMBINED FINANCIAL
STATEMENTS FOR THE REPORTING YEARS ENDED 31 DECEMBER 2011, 2012 AND 2013
OF TRANS-CAB HOLDINGS LTD. (Registration No: 200917893G)
29 October 2014
The Board of Directors
Trans-cab Holdings Ltd.
58 Defu Lane 1
Singapore 539498
Dear Sirs
Report on the Combined Financial Statements
We have audited the accompanying combined financial statements of Trans-cab Holdings Ltd.
(the Company) and its subsidiaries (the Group), comprising the combined statement of
financial position as at 31 December 2011, 2012 and 2013, and the combined statement of profit
or loss and other comprehensive income, combined statement of changes in equity and combined
statement of cash flows of the Group for the reporting years ended 31 December 2011, 2012 and
2013, and a summary of significant accounting policies and other explanatory information, as set
out on pages F-3 to F-62.
As described in Note 1 to the combined financial statements, the combined financial statements
for the reporting years ended 31 December 2011, 2012 and 2013 were presented in a manner
similar to a pooling-of-interest method to give retrospective application to transactions involving
entities under common control, as a result of a Restructuring Exercise undertaken.
Managements Responsibility for the Combined Financial Statements
Management is responsible for the preparation of these combined financial statements that give
a true and fair view in accordance with the Singapore Financial Reporting Standards, and for
devising and maintaining a system of internal accounting controls 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 profit or loss and other comprehensive
income and statements of financial position and to maintain accountability of assets.
Auditors Responsibility
Our responsibility is to express an opinion on these combined financial statements based on our
audit. We conducted our audit in accordance with Singapore Standards on Auditing. Those
standards require that we comply with ethical requirements and plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free from material
misstatement.

F-1

APPENDIX F INDEPENDENT AUDITORS REPORT AND THE AUDITED


COMBINED FINANCIAL STATEMENTS FOR THE REPORTING YEARS
ENDED 31 DECEMBER 2011, 2012 AND 2013
INDEPENDENT AUDITORS REPORT ON THE AUDITED COMBINED FINANCIAL
STATEMENTS FOR THE REPORTING YEARS ENDED 31 DECEMBER 2011, 2012 AND 2013
OF TRANS-CAB HOLDINGS LTD. (Registration No: 200917893G)
An audit involves performing procedures to obtain audit evidence about the amounts and
disclosures in the combined financial statements. The procedures selected depend on the
auditors judgement, including the assessment of the risks of material misstatement of the
combined financial statements, whether due to fraud or error. In making those risk assessments,
the auditor considers internal control relevant to the entitys preparation of combined financial
statements that give a true and fair view in order to design audit procedures that are appropriate
in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
entitys internal control. An audit also includes evaluating the appropriateness of accounting
policies used and the reasonableness of accounting estimates made by management, as well as
evaluating the overall presentation of the combined financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our audit opinion.
Opinion
In our opinion, the combined financial statements of the Group are properly drawn up in
accordance with the Singapore Financial Reporting Standards so as to give a true and fair view
of the state of affairs of the Group as at 31 December 2011, 2012 and 2013 and the results,
changes in equity and cash flows of the Group for the reporting years then ended 31 December
2011, 2012 and 2013.
Restriction on Distribution and Use
This report has been prepared solely for inclusion in the Prospectus of the Company in connection
with the proposed initial public offering of ordinary shares in the capital of the Company on the
Singapore Exchange Securities Trading Limited.

Yours faithfully

RSM Chio Lim LLP


Public Accountants and
Chartered Accountants
Singapore
29 October 2014
Partner-in-charge: Lim Lee Meng
A member of the Institute of Singapore Chartered Accountants

F-2

APPENDIX F INDEPENDENT AUDITORS REPORT AND THE AUDITED


COMBINED FINANCIAL STATEMENTS FOR THE REPORTING YEARS
ENDED 31 DECEMBER 2011, 2012 AND 2013
COMBINED FINANCIAL STATEMENTS FOR THE REPORTING YEARS ENDED 31 DECEMBER
2011, 2012 AND 2013 OF TRANS-CAB HOLDINGS LTD. (Registration No: 200917893G)
Combined Statements of Profit or Loss and Other Comprehensive Income
For the Reporting Years Ended 31 December 2011, 2012 and 2013
Notes

2011
$000

2012
$000

2013
$000

154,770

166,935

173,707

Cost of Sales

(112,088)

(122,944)

(125,280)

Gross Profit

42,682

43,991

48,427

Revenue

Other Income

2,151

2,603

2,782

Interest Income

84

Other Credits

6,132

13,596

(12,136)

(15,258)

(18,820)

Administrative Expenses
Finance Costs

(3,185)

(2,896)

(2,640)

Other Charges

(423)

(366)

(486)

Profit Before Tax from Continuing


Operations
Income Tax Expense

10

Profit from Continuing Operations, Net


of Tax
(Loss) Profit from Discontinued Operations,
Net of Tax

11

Profit Net of Tax

29,090

34,290

42,859

(4,754)

(5,466)

(6,561)

24,336

28,824

36,298

(343)

213

23,993

28,096

36,511

23,993

28,096

36,511

Other Comprehensive Income for the Year


Total Comprehensive Income

(728)

Earnings Per Share


Cents

Earnings per Share Currency Unit

Cents

Cents

Basic and diluted


Continuing Operations

12

4.70

5.57

7.01

Discontinued Operations

12

(0.07)

(0.14)

0.04

The accompanying notes form an integral part of these financial statements.


F-3

APPENDIX F INDEPENDENT AUDITORS REPORT AND THE AUDITED


COMBINED FINANCIAL STATEMENTS FOR THE REPORTING YEARS
ENDED 31 DECEMBER 2011, 2012 AND 2013
COMBINED FINANCIAL STATEMENTS FOR THE REPORTING YEARS ENDED 31 DECEMBER
2011, 2012 AND 2013 OF TRANS-CAB HOLDINGS LTD. (Registration No: 200917893G)
Combined Statements of Financial Position
As at 31 December 2011, 2012 and 2013
Notes

2011
$000

2012
$000

2013
$000

14
15

204,047

218,634
72,922

227,836

204,047

291,556

227,836

1,850
8,452
14,885
18,221

2,352
10,628
12,560
22,141

119
3,445
10,882
13,593
26,910

43,408

47,681

54,949

247,455

339,237

282,785

51,728
11,111

51,728
28,861

51,728
19,334

62,839

80,589

71,062

10,372
70,359
38,288

11,150
93,273
71,416

13,804
105,499

119,019

175,839

119,303

4,737
13,242
32,229
1,872
13,517

5,030
17,511
41,580
3,591
15,097

42
4,656
21,714
49,762

16,246

65,597

82,809

92,420

Total Liabilities

184,616

258,648

211,723

Total Equity and Liabilities

247,455

339,237

282,785

ASSETS
Non-Current Assets
Property, Plant and Equipment
Investment Property
Total Non-Current Assets
Current Assets
Assets and Disposal Groups Held for Sale
under FRS 105
Inventories
Trade and Other Receivables
Other Assets
Cash and Cash Equivalents

16
17
18
19
20

Total Current Assets


Total Assets
EQUITY AND LIABILITIES
Equity
Share Capital
Retained Earnings

21

Total Equity
Non-Current Liabilities
Deferred Tax Liabilities
Finance Leases
Other Financial Liabilities

10
22
23

Total Non-Current Liabilities


Current Liabilities
Liabilities of a Disposal Group Classified as
Held for Sale Under FRS 105
Income Tax Payables
Trade and Other Payables
Finance Leases
Other Financial Liabilities
Other Liabilities

16
24
22
23
25

Total Current Liabilities

The accompanying notes form an integral part of these financial statements.


F-4

APPENDIX F INDEPENDENT AUDITORS REPORT AND THE AUDITED


COMBINED FINANCIAL STATEMENTS FOR THE REPORTING YEARS
ENDED 31 DECEMBER 2011, 2012 AND 2013
COMBINED FINANCIAL STATEMENTS FOR THE REPORTING YEARS ENDED 31 DECEMBER
2011, 2012 AND 2013 OF TRANS-CAB HOLDINGS LTD. (Registration No: 200917893G)
Combined Statements of Changes in Equity
For the Reporting Years Ended 31 December 2011, 2012 and 2013
Total
Equity
$000

Share
Capital
$000

Retained
Earnings
$000

49,791

40,182

9,609

23,993

23,993

(22,491)

(22,491)

2011:
Opening Balance at 1 January 2011
Movements in Equity:
Total Comprehensive Income for the Year
Dividends Paid (Note 13)
Issue of Share Capital

11,546

11,546

Closing Balance at 31 December 2011

62,839

51,728

11,111

62,839

51,728

11,111

28,096

28,096

(10,346)

(10,346)

2012:
Opening Balance at 1 January 2012
Movements in Equity:
Total Comprehensive Income for the Year
Dividends Paid (Note 13)
Closing Balance at 31 December 2012

80,589

51,728

28,861

80,589

51,728

28,861

36,511

36,511

(46,038)

(46,038)

2013:
Opening Balance at 1 January 2013
Movements in Equity:
Total Comprehensive Income for the Year
Dividends Paid (Note 13)
Closing Balance at 31 December 2013

71,062

51,728

The accompanying notes form an integral part of these financial statements.


F-5

19,334

APPENDIX F INDEPENDENT AUDITORS REPORT AND THE AUDITED


COMBINED FINANCIAL STATEMENTS FOR THE REPORTING YEARS
ENDED 31 DECEMBER 2011, 2012 AND 2013
COMBINED FINANCIAL STATEMENTS FOR THE REPORTING YEARS ENDED 31 DECEMBER
2011, 2012 AND 2013 OF TRANS-CAB HOLDINGS LTD. (Registration No: 200917893G)
Combined Statement of Cash Flows
For the Reporting Years Ended 31 December 2011, 2012 and 2013
2011
$000

2012
$000

2013
$000

29,090

34,290

42,859

3,185
36,116

(84)
2,896
41,030
(368)

2,640
42,986

(265)

23

(5,707)

(13,504)

(2,065)

4,030

6,906

Operating Cash Flows Before Changes in Working Capital


Inventories
Trade and Other Receivables
Other Assets
Trade and Other Payables
Other Liabilities

66,349
(705)
(3,677)
(997)
1,087
2,779

76,087
(502)
(4,388)
1,696
3,546
1,526

81,622
(1,093)
(720)
(1,034)
(2,013)
1,245

Net Cash Flows From Operations


Income Taxes Paid

64,836
(1,078)

77,965
(4,593)

78,007
(4,159)

Net Cash Flows From Operating Activities

63,758

73,372

73,848

Cash Flows From Investing Activities


Disposal of Property, Plant and Equipment
Purchase of Property, Plant and Equipment (Note 20)
Purchase of Investment Property (Note 15)
Acquisition of Subsidiary (Note 26)
Disposal of Subsidiaries (Note 11)
Interest Received

177
(54,684)

7,390
(2,745)
(48,404)
(6,022)

84

13,941
(1,507)
(16,035)

(7,294)

Net Cash Flows Used In Investing Activities

(54,507)

(49,697)

(10,895)

Cash Flows From Financing Activities


Dividends Paid to Equity Shareholders
Issues of Shares
Increase in Advances from Directors
Increase from New Borrowings
Decrease in Other Financial Liabilities
Finance Lease Repayments
Interest Paid

(22,491)
11,546

40,160

(32,644)
(3,341)

(10,346)

37,600
(2,753)
(40,825)
(3,431)

(46,038)

34,532
12,000
(3,849)
(51,293)
(3,429)

(6,770)

(19,755)

(58,077)

Cash Flows From Operating Activities


Profit before Tax from Continuing Operations
Adjustments for:
Interest Income
Interest Expense
Depreciation of Property, Plant and Equipment
Negative Goodwill on Acquisition of Subsidiary
Gain on Disposal of Subsidiaries
Loss (Gain) on Disposals of Property, Plant and
Equipment
Cash flow from Discontinued Operating Activities
(Note 11)

Net Cash Flows Used In Financing Activities


Net Increase in Cash and Cash Equivalents
Cash and Cash Equivalents, Combined Statement of
Cash Flows, Beginning Balance

2,481

3,920

4,876

15,740

18,221

22,141

Cash and Cash Equivalents, Combined Statement of


Cash Flows, Ending Balance (Note 20A)

18,221

22,141

27,017

The accompanying notes form an integral part of these financial statements.


F-6

APPENDIX F INDEPENDENT AUDITORS REPORT AND THE AUDITED


COMBINED FINANCIAL STATEMENTS FOR THE REPORTING YEARS
ENDED 31 DECEMBER 2011, 2012 AND 2013
COMBINED FINANCIAL STATEMENTS FOR THE REPORTING YEARS ENDED 31 DECEMBER
2011, 2012 AND 2013 OF TRANS-CAB HOLDINGS LTD. (Registration No: 200917893G)
Notes to the Combined Financial Statements
31 December 2011, 2012 and 2013
1.

General

1.1

The Company
The Company is incorporated in Singapore with limited liability. The Company changed its
name to Trans-cab Holdings Ltd. upon its conversion to a public company on 11 November
2014. The combined financial statements are presented in Singapore dollars and all values
are rounded to the nearest thousand ($000) except when otherwise indicated.
The principal activities of the Company are those of an investment holding company and the
provision of management services to the Group. The principal activities and details of the
subsidiaries are described below.
This report is prepared solely for inclusion in the Prospectus in connection with the
proposed listing of the Company on the Singapore Exchange Securities Trading Limited.
The registered office address of the Company is: 58 Defu Lane 1, Singapore 539498. The
Company is situated in Singapore.

1.2

The Restructuring Exercise


Prior to the Offering, the Restructuring Exercise was undertaken to rationalise and
streamline our corporate structure, resulting in the Company becoming the holding
company of the Group.
The following steps were taken in the Restructuring Exercise:
(a)

Acquisition of Solid Capital Pte. Ltd. by Trans-cab Services Pte. Ltd.


Trans-cab Services Pte. Ltd. and TCSP Pte. Ltd., both subsidiaries of Trans-cab
Holdings Ltd., entered into a sale and purchase agreement dated 24 December 2013,
pursuant to which Trans-cab Services Pte. Ltd. acquired 600,000 ordinary shares of
Solid Capital Pte. Ltd., representing its entire issued and paid-up share capital, from
TCSP Pte. Ltd. for the cash consideration of S$6,000,000.
The purchase consideration was determined on a willing-buyer willing-seller basis with
reference to the cost of investment to TCSP Pte. Ltd. when it first acquired Solid
Capital Pte. Ltd. on 14 March 2012. The acquisition of Solid Capital Pte. Ltd. by
Trans-cab Services Pte. Ltd. was completed on 24 December 2013.

F-7

APPENDIX F INDEPENDENT AUDITORS REPORT AND THE AUDITED


COMBINED FINANCIAL STATEMENTS FOR THE REPORTING YEARS
ENDED 31 DECEMBER 2011, 2012 AND 2013
COMBINED FINANCIAL STATEMENTS FOR THE REPORTING YEARS ENDED 31 DECEMBER
2011, 2012 AND 2013 OF TRANS-CAB HOLDINGS LTD. (Registration No: 200917893G)
1.

General (Contd)

1.2

The Restructuring Exercise (Contd)


(b)

Sale of TCSP Pte. Ltd., TCSP Investments Pte. Ltd. and TAS Services Pte. Ltd. by
Trans-cab Services Pte. Ltd.
TCSP Pte. Ltd., TCSP Investments Pte. Ltd. and TAS Services Pte. Ltd. were
wholly-owned subsidiaries of Trans-cab Services Pte. Ltd., and each of them owns
investment properties that are not part of the taxi services business of the Group. As
such, it was decided that the shares of TCSP Pte. Ltd., TCSP Investments Pte. Ltd.
and TAS Services Pte. Ltd. would be divested prior to the Offering.
On 30 December 2013, Trans-cab Services Pte. Ltd., Mr. Teo Kiang Ang and Mdm. Tan
Lee Tiang entered into a sale and purchase agreement, pursuant to which Trans-cab
Services Pte. Ltd. sold two (2) ordinary shares of each of TCSP Pte. Ltd., TCSP
Investments Pte. Ltd. and TAS Services Pte. Ltd., representing their entire issued and
paid-up share capital, to Mr. Teo Kiang Ang and Mdm. Tan Lee Tiang for an aggregate
cash consideration of S$48,215.
The transaction was determined on a willing-buyer willing-seller basis with reference
to the net tangible asset values of TCSP Pte. Ltd., TCSP Investments Pte. Ltd. and
TAS Services Pte. Ltd. as set out in their management accounts as at 30 November
2013. The consideration paid for the shares of TCSP Pte. Ltd. and TCSP Investments
Pte. Ltd. was nominal as their net tangible asset values were negative. The sale of
TCSP Pte. Ltd., TCSP Investments Pte. Ltd. and TAS Services Pte. Ltd. by Trans-cab
Services Pte. Ltd. was completed on 30 December 2013.

(c)

Acquisition of the property at 42 Sungei Kadut Street 1 from Solid Capital Pte.
Ltd.
Trans-cab Services Pte. Ltd. and Solid Capital Pte. Ltd. entered into a sale and
purchase agreement dated 21 August 2014, pursuant to which Trans-cab Services
Pte. Ltd. acquired the leasehold interest of the property at 42 Sungei Kadut Street 1
from Solid Capital Pte. Ltd. for a cash consideration of S$4,600,000. The acquisition
was undertaken such that all the properties of the Group are consolidated and held by
Trans-cab Services Pte. Ltd..
The transaction was determined on a willing-buyer willing-seller basis with reference
to the net book value of the property as at 31 July 2014. The acquisition was
completed on 28 October 2014.

F-8

APPENDIX F INDEPENDENT AUDITORS REPORT AND THE AUDITED


COMBINED FINANCIAL STATEMENTS FOR THE REPORTING YEARS
ENDED 31 DECEMBER 2011, 2012 AND 2013
COMBINED FINANCIAL STATEMENTS FOR THE REPORTING YEARS ENDED 31 DECEMBER
2011, 2012 AND 2013 OF TRANS-CAB HOLDINGS LTD. (Registration No: 200917893G)
1.

General (Contd)

1.2

The Restructuring Exercise (Contd)


(d)

Sale of Solid Capital Pte. Ltd. by Trans-cab Services Pte. Ltd.


Following the acquisition of the leasehold interest of the property at 42 Sungei Kadut
Street 1 from Solid Capital Pte. Ltd., Solid Capital Pte. Ltd. is no longer involved in the
taxi services business of the Group. As such, Trans-cab Services Pte. Ltd., Mr. Teo
Kiang Ang and Mdm. Tan Lee Tiang entered into a sale and purchase agreement dated
31 October 2014, pursuant to which Trans-cab Services Pte. Ltd. sold 600,000
ordinary shares of Solid Capital Pte. Ltd., representing its entire issued and paid-up
share capital, to Mr. Teo Kiang Ang and Mdm. Tan Lee Tiang for a cash consideration
of S$632,000.
The consideration was determined on a willing-buyer willing-seller basis with
reference to the net tangible asset value of Solid Capital Pte. Ltd. as set out in its
management accounts as at 31 July 2014, and after adjustment to take into account
the sale of the property at 42 Sungei Kadut Street 1 and the payment of a dividend of
$4,020,000 by Solid Capital Pte. Ltd. to Trans-Cab Services Pte. Ltd.. The sale of Solid
Capital Pte. Ltd. by Trans-cab Services Pte. Ltd. was completed on 31 October 2014.

(e)

Acquisition of Trans-cab Services Pte. Ltd. by the Company


The Company was incorporated in Singapore on 25 September 2009 with an issued
and paid-up share capital of S$2 comprising two (2) shares, each owned by Mr. Teo
Kiang Ang and Mdm. Tan Lee Tiang.
Immediately prior to the Share Swap (as defined below), the issued and paid-up share
capital of Trans-cab Services Pte. Ltd. was S$51,775,725 comprising 51,775,725
shares which were owned as follows:
Name of shareholder

No. of shares

Mr. Teo Kiang Ang

41,441,250

Mdm. Tan Lee Tiang

9,916,875

Mr. Goh Seow Chai

300,000

Ms. Tan Siew Kim

84,000

Mr. Lim Jin Hong

33,600

Total

51,775,725

F-9

APPENDIX F INDEPENDENT AUDITORS REPORT AND THE AUDITED


COMBINED FINANCIAL STATEMENTS FOR THE REPORTING YEARS
ENDED 31 DECEMBER 2011, 2012 AND 2013
COMBINED FINANCIAL STATEMENTS FOR THE REPORTING YEARS ENDED 31 DECEMBER
2011, 2012 AND 2013 OF TRANS-CAB HOLDINGS LTD. (Registration No: 200917893G)
1.

General (Contd)

1.2

The Restructuring Exercise (Contd)


(e)

Acquisition of Trans-cab Services Pte. Ltd. by the Company (Contd)


Pursuant to a share swap agreement dated 10 November 2014 and entered into
between the Company, Trans-cab Services Pte. Ltd., Mr. Teo Kiang Ang, Mdm. Tan
Lee Tiang, Mr. Goh Seow Chai, Ms. Tan Siew Kim and Mr. Lim Jin Hong:
(i)

the Company acquired 51,775,725 ordinary shares of Trans-cab Services Pte.


Ltd., representing its entire issued and paid-up share capital, from Mr. Teo Kiang
Ang, Mdm. Tan Lee Tiang, Mr. Goh Seow Chai, Ms. Tan Siew Kim and Mr. Lim Jin
Hong; and

(ii)

in consideration thereof, the Company allotted and issued a total of 51,775,998


shares to Mr. Teo Kiang Ang, Mdm. Tan Lee Tiang, Mr. Goh Seow Chai, Mdm. Tan
Siew Kim and Mr. Lim Jin Hong;

(iii) Mr. Teo Kiang Ang renounced the allotment of 721,124 shares in favour of Mdm.
Tan Lee Tiang, and directed the Company to issue such number of shares to
Mdm. Tan Lee Tiang; and
(iv) the number of shares issued by the Company to Mr. Teo Kiang Ang, Mdm. Tan
Lee Tiang, Mr. Goh Seow Chai, Mdm. Tan Siew Kim and Mr. Lim Jin Hong in
consideration of the acquisition of Trans-cab Services Pte. Ltd. by the Company
is as follows:
Name of shareholder

No. of Shares

Mr. Teo Kiang Ang

40,720,399

Mdm. Tan Lee Tiang

10,637,999

Mr. Goh Seow Chai

300,000

Ms. Tan Siew Kim

84,000

Mr. Lim Jin Hong

33,600

Total

51,775,998

(collectively, the Share Swap).


The acquisition of Trans-cab Services Pte. Ltd. and the allotment and issuance of
shares by the Company pursuant to the Share Swap was completed on 10 November
2014.

F-10

APPENDIX F INDEPENDENT AUDITORS REPORT AND THE AUDITED


COMBINED FINANCIAL STATEMENTS FOR THE REPORTING YEARS
ENDED 31 DECEMBER 2011, 2012 AND 2013
COMBINED FINANCIAL STATEMENTS FOR THE REPORTING YEARS ENDED 31 DECEMBER
2011, 2012 AND 2013 OF TRANS-CAB HOLDINGS LTD. (Registration No: 200917893G)
1.

General (Contd)

1.2

The Restructuring Exercise (Contd)


(f)

Sub-division of Shares
On 10 November 2014, the Company undertook and completed the sub-division of
every one shares to 10 shares. Accordingly, 51,776,000 shares in the issued and
paid-up share capital were sub-divided into 517,760,000 shares.

The wholly owned subsidiaries on the basis that the Group had existed since 1 January
2011 are listed below:
Name of subsidiaries, Countries of
incorporation, Places of operation and
Principal activities

Cost
2012
$

2011
$

Trans-cab Services Pte. Ltd.(a)


Singapore
Proprietors and operators of taxi services

2013
$

51,728,125

51,728,125

51,728,125

Trans-cab Logistics Pte. Ltd.(a)


Singapore
Trading of diesel oil

Trans-cab Auto Services Pte. Ltd.(a)


Singapore
Claims for workshop and repair

Solid Capital Pte. Ltd.


Singapore
Property investment
(Acquired on 14 March 2012)

TCSP Pte. Ltd. (a)


Singapore
Property investment
(Incorporated on 10 June 2011 and disposed on
30 December 2013)

TAS Services Pte. Ltd.(a)


Singapore
Property investment
(Incorporated on 1 April 2011 and disposed on
30 December 2013)

TCSP Investment Pte. Ltd.


Singapore
Property investment
(Incorporated on 13 February 2013 and
disposed on 30 December 2013)

(a)

Audited by RSM Chio Lim LLP in Singapore.

(b)

Not audited as it is immaterial. Acquisition method of accounting used.

F-11

600,000 (b)

600,000(a)

APPENDIX F INDEPENDENT AUDITORS REPORT AND THE AUDITED


COMBINED FINANCIAL STATEMENTS FOR THE REPORTING YEARS
ENDED 31 DECEMBER 2011, 2012 AND 2013
COMBINED FINANCIAL STATEMENTS FOR THE REPORTING YEARS ENDED 31 DECEMBER
2011, 2012 AND 2013 OF TRANS-CAB HOLDINGS LTD. (Registration No: 200917893G)
2.

Summary of Significant Accounting Policies


Basis of Preparation and Presentation of the Combined Financial Statements
The Groups combined financial statements for the reporting years ended 31 December
2011, 2012 and 2013 were prepared primarily based on the audited financial statements of
the subsidiaries as disclosed in Note 1.2. RSM Chio Lim LLP were the statutory auditors for
all companies in reporting years ended 31 December 2011, 2012 and 2013 except for Solid
Capital Pte. Ltd. in reporting year ended 31 December 2012. The auditors reports
expressed unqualified opinions on these financial statements. The financial statements of
Solid Capital Pte. Ltd. were re-aligned to 12 months from 1 January to 31 December for the
reporting year ended 31 December 2013.
The Group restructuring has been accounted for using the pooling-of-interest method.
Accordingly, the Groups combined financial statements for the reporting years ended 31
December 2011, 2012 and 2013 have been prepared as if the Group has been in existence
prior to the Restructuring Exercise. The assets and liabilities are brought into the combined
statements of financial positions at the existing carrying amounts. The figures of the Group
for the reporting years ended 31 December 2011, 2012 and 2013 represent the combined
results, state of affairs, changes in equity and cash flows as if the Group, pursuant to the
Restructuring Exercise, had existed since 1 January 2011.
Accounting Convention
The financial statements have been prepared in accordance with the Singapore Financial
Reporting Standards (FRS) and the related Interpretations to FRS (INT FRS) as issued
by the Singapore Accounting Standards Council. The financial statements are prepared on
a going concern basis under the historical cost convention except where a FRS requires an
alternative treatment (such as fair values) as disclosed where appropriate in these financial
statements. The accounting policies in FRSs need not be applied when the effect of
applying them is immaterial. The disclosures required by FRSs need not be made if the
information is immaterial. Other comprehensive income comprises items of income and
expense (including reclassification adjustments) that are not recognised in the income
statement, as required or permitted by FRS. Reclassification adjustments are amounts
reclassified to profit or loss in the income statement in the current period that were
recognised in other comprehensive income in the current or previous periods.
Basis of Presentation
The combined financial statements include the financial statements made up to the end of
the reporting year of the Company and all of its subsidiaries. The combined financial
statements are the financial statements of the Group in which the assets, liabilities, equity,
income, expenses and cash flows of the parent and its subsidiaries are presented as those
of a single economic entity and are prepared using uniform accounting policies for like
transactions and other events in similar circumstances. All significant intragroup balances
and transactions, including income, expenses and cash flows are eliminated on
consolidation. The combined financial statements include the income and expenses of a
subsidiary from the date the entity gains control until the date when the entity ceases to
control the subsidiary. Income and expenses of the subsidiary are based on the amounts of
the assets and liabilities recognised in the combined financial statements at the acquisition
date.
F-12

APPENDIX F INDEPENDENT AUDITORS REPORT AND THE AUDITED


COMBINED FINANCIAL STATEMENTS FOR THE REPORTING YEARS
ENDED 31 DECEMBER 2011, 2012 AND 2013
COMBINED FINANCIAL STATEMENTS FOR THE REPORTING YEARS ENDED 31 DECEMBER
2011, 2012 AND 2013 OF TRANS-CAB HOLDINGS LTD. (Registration No: 200917893G)
2.

Summary of Significant Accounting Policies (Contd)


Basis of Presentation (Contd)
Changes in the Groups ownership interest in a subsidiary that do not result in the loss of
control are accounted for within equity as transactions with owners in their capacity as
owners. The carrying amounts of the Groups and non-controlling interests are adjusted to
reflect the changes in their relative interests in the subsidiary. When the Group loses control
of a subsidiary it derecognises the assets and liabilities and related equity components of
the former subsidiary. Any gain or loss is recognised in profit or loss. Any investment
retained in the former subsidiary is measured at its fair value at the date when control is lost
and is subsequently accounted as available-for-sale financial assets in accordance with
FRS 39.
Basis of Preparation of the Financial Statements
The preparation of financial statements in conformity with generally accepted accounting
principles requires the management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenues and expenses
during the reporting year. Actual results could differ from those estimates. The estimates
and assumptions are reviewed on an ongoing basis. Apart from those involving estimations,
management has made judgements in the process of applying the entitys accounting
policies. The areas requiring managements most difficult, subjective or complex
judgements, or areas where assumptions and estimates are significant to the financial
statements, are disclosed at the end of this footnote, where applicable.
Segment Reporting
The Group discloses financial and descriptive information about its combined reportable
segments. Reportable segments are operating segments or aggregations of operating
segments that meet specified criteria. Operating segments are components about which
separate financial information is available that is evaluated regularly by the chief operating
decision maker in deciding how to allocate resources and in assessing performance.
Generally, financial information is reported on the same basis as is used internally for
evaluating operating segment performance and deciding how to allocate resources to
operating segments.
Revenue Recognition
The revenue amount is the fair value of the consideration received or receivable from the
gross inflow of economic benefits during the reporting year arising from the course of the
activities of the entity and it is shown net of any related sales taxes and rebates. Revenue
from the sale of goods is recognised when significant risks and rewards of ownership are
transferred to the buyer, there is neither continuing managerial involvement to the degree
usually associated with ownership nor effective control over the goods sold, and the amount
of revenue and the costs incurred or to be incurred in respect of the transaction can be
measured reliably. Revenue from rendering of services that are of short duration is
recognised when the services are completed. Rental revenue is recognised on a timeproportion basis that takes into account the effective yield on the asset on a straight-line
basis over the lease term. Interest is recognised using the effective interest method.
F-13

APPENDIX F INDEPENDENT AUDITORS REPORT AND THE AUDITED


COMBINED FINANCIAL STATEMENTS FOR THE REPORTING YEARS
ENDED 31 DECEMBER 2011, 2012 AND 2013
COMBINED FINANCIAL STATEMENTS FOR THE REPORTING YEARS ENDED 31 DECEMBER
2011, 2012 AND 2013 OF TRANS-CAB HOLDINGS LTD. (Registration No: 200917893G)
2.

Summary of Significant Accounting Policies (Contd)


Employee Benefits
Contributions to a defined contribution retirement benefit plan are recorded as an expense
as they fall due. The entitys legal or constructive obligation is limited to the amount that it
agrees to contribute to an independently administered fund (such as the Central Provident
Fund in Singapore, a government managed defined contribution retirement benefit plan).
For employee leave entitlement the expected cost of short-term employee benefits in the
form of compensated absences is recognised in the case of accumulating compensated
absences, when the employees render service that increases their entitlement to future
compensated absences; and in the case of non-accumulating compensated absences,
when the absences occur. A liability for bonuses is recognised where the entity is
contractually obliged or where there is constructive obligation based on past practice.
Income Tax
The income taxes are accounted using the asset and liability method that requires the
recognition of taxes payable or refundable for the current year and deferred tax liabilities
and assets for the future tax consequence of events that have been recognised in the
financial statements or tax returns. The measurements of current and deferred tax liabilities
and assets are based on provisions of the enacted or substantially enacted tax laws; the
effects of future changes in tax laws or rates are not anticipated. Tax expense (tax income)
is the aggregate amount included in the determination of profit or loss for the reporting year
in respect of current tax and deferred tax. Current and deferred income taxes are
recognised as income or as an expense in profit or loss unless the tax relates to items that
are recognised in the same or a different period outside profit or loss. For such items
recognised outside profit or loss the current tax and deferred tax are recognised (a) in other
comprehensive income if the tax is related to an item recognised in other comprehensive
income and (b) directly in equity if the tax is related to an item recognised directly in equity.
Deferred tax assets and liabilities are offset when they relate to income taxes levied by the
same income tax authority. The carrying amount of deferred tax assets is reviewed at each
end of the reporting year and is reduced, if necessary, by the amount of any tax benefits
that, based on available evidence, are not expected to be realised. A deferred tax amount
is recognised for all temporary differences, unless the deferred tax amount arises from the
initial recognition of an asset or liability in a transaction which (i) is not a business
combination; and (ii) at the time of the transaction, affects neither accounting profit nor
taxable profit (tax loss). A deferred tax liability or asset is recognised for all taxable
temporary differences associated with investments in subsidiaries except where the
reporting entity is able to control the timing of the reversal of the taxable temporary
difference and it is probable that the taxable temporary difference will not reverse in the
foreseeable future or for deductible temporary differences, they will not reverse in the
foreseeable future and they cannot be utilised against taxable profits.

F-14

APPENDIX F INDEPENDENT AUDITORS REPORT AND THE AUDITED


COMBINED FINANCIAL STATEMENTS FOR THE REPORTING YEARS
ENDED 31 DECEMBER 2011, 2012 AND 2013
COMBINED FINANCIAL STATEMENTS FOR THE REPORTING YEARS ENDED 31 DECEMBER
2011, 2012 AND 2013 OF TRANS-CAB HOLDINGS LTD. (Registration No: 200917893G)
2.

Summary of Significant Accounting Policies (Contd)


Foreign Currency Transactions
The functional currency is the Singapore dollar as it reflects the primary economic
environment in which the entity operates. Transactions in foreign currencies are recorded
in the functional currency at the rates ruling at the dates of the transactions. At each end
of the reporting year, recorded monetary balances and balances measured at fair value that
are denominated in non-functional currencies are reported at the rates ruling at the end of
the reporting year and fair value measurement dates respectively. All realised and
unrealised exchange adjustment gains and losses are dealt with in profit or loss except
when recognised in other comprehensive income and if applicable deferred in equity, such
as for qualifying cash flow hedges. The presentation is in the functional currency.
Borrowing Costs
Borrowing costs are interest and other costs incurred in connection with the borrowing of
funds. The interest expense is calculated using the effective interest rate method.
Borrowing costs are recognised as an expense in the period in which they are incurred
except that borrowing costs that are directly attributable to the acquisition, construction or
production of a qualifying asset that necessarily take a substantial period of time to get
ready for their intended use or sale are capitalised as part of the cost of that asset until
substantially all the activities necessary to prepare the qualifying asset for its intended use
or sale are complete.
Property, Plant and Equipment
Depreciation is provided on a straight-line basis to allocate the gross carrying amounts of
the assets less their residual values over their estimated useful lives of each part of an item
of these assets. The annual rates of depreciation are as follows:
Freehold land

Not depreciated

Buildings

30 years

Leasehold property

8 years

Motor vehicles

7 years

Plant and equipment

5 years

An asset is depreciated when it is available for use until it is derecognised even if during
that period the item is idle. Fully depreciated assets still in use are retained in the financial
statements.

F-15

APPENDIX F INDEPENDENT AUDITORS REPORT AND THE AUDITED


COMBINED FINANCIAL STATEMENTS FOR THE REPORTING YEARS
ENDED 31 DECEMBER 2011, 2012 AND 2013
COMBINED FINANCIAL STATEMENTS FOR THE REPORTING YEARS ENDED 31 DECEMBER
2011, 2012 AND 2013 OF TRANS-CAB HOLDINGS LTD. (Registration No: 200917893G)
2.

Summary of Significant Accounting Policies (Contd)


Property, Plant and Equipment (Contd)
Property, plant and equipment are carried at cost on initial recognition and after initial
recognition at cost less any accumulated depreciation and any accumulated impairment
losses. The gain or loss arising from the derecognition of an item of property, plant and
equipment is measured as the difference between the net disposal proceeds, if any, and the
carrying amount of the item and is recognised in profit or loss. The residual value and the
useful life of an asset is reviewed at least at each reporting year-end and, if expectations
differ significantly from previous estimates, the changes are accounted for as a change in
an accounting estimate, and the depreciation charge for the current and future periods are
adjusted.
Cost also includes acquisition cost, borrowing cost capitalised and any cost directly
attributable to bringing the asset or component to the location and condition necessary for
it to be capable of operating in the manner intended by management. Subsequent costs are
recognised as an asset only when it is probable that future economic benefits associated
with the item will flow to the entity and the cost of the item can be measured reliably. All
other repairs and maintenance are charged to profit or loss when they are incurred.
Investment Property
Investment property is property owned or held under a finance lease to earn rentals or for
capital appreciation or both, rather than for use in the production or supply of goods or
services or for administrative purposes or sale in the ordinary course of business. It
includes an investment property in the course of construction. After initial recognition at cost
including transaction costs the cost model is used to measure the investment property using
the treatment for property, plant and equipment, that is, at cost less any accumulated
depreciation and any accumulated impairment losses. An investment property that meets
the criteria to be classified as held for sale is carried at the lower of carrying amount and
fair value. For disclosure purposes, the fair values are determined periodically on a
systematic basis at least once in three years by external independent valuers having an
appropriate recognised professional qualification and recent experience in the location and
category of the property being valued. The annual rate of depreciation is as follows:
Leasehold property

8 years

F-16

APPENDIX F INDEPENDENT AUDITORS REPORT AND THE AUDITED


COMBINED FINANCIAL STATEMENTS FOR THE REPORTING YEARS
ENDED 31 DECEMBER 2011, 2012 AND 2013
COMBINED FINANCIAL STATEMENTS FOR THE REPORTING YEARS ENDED 31 DECEMBER
2011, 2012 AND 2013 OF TRANS-CAB HOLDINGS LTD. (Registration No: 200917893G)
2.

Summary of Significant Accounting Policies (Contd)


Leases
Whether an arrangement is, or contains, it is based on the substance of the arrangement
at the inception date, that is, whether (a) fulfilment of the arrangement is dependent on the
use of a specific asset or assets (the asset); and (b) the arrangement conveys a right to use
the asset. Leases are classified as finance leases if substantially all the risks and rewards
of ownership are transferred to the lessee. All other leases are classified as operating
leases. At the commencement of the lease term, a finance lease is recognised as an asset
and as a liability in the statement of financial position at amounts equal to the fair value of
the leased asset or, if lower, the present value of the minimum lease payments, each
measured at the inception of the lease. The discount rate used in calculating the present
value of the minimum lease payments is the interest rate implicit in the lease, if this is
practicable to determine, the lessees incremental borrowing rate is used. Any initial direct
costs of the lessee are added to the amount recognised as an asset. The excess of the
lease payments over the recorded lease liability are treated as finance charges which are
allocated to each reporting year during the lease term so as to produce a constant periodic
rate of interest on the remaining balance of the liability. Contingent rents are charged as
expenses in the reporting years in which they are incurred. The assets are depreciated as
owned depreciable assets. Leases where the lessor effectively retains substantially all the
risks and benefits of ownership of the leased assets are classified as operating leases. For
operating leases, lease payments are recognised as an expense in profit or loss on a
straight-line basis over the term of the relevant lease unless another systematic basis is
representative of the time pattern of the users benefit, even if the payments are not on that
basis. Lease incentives received are recognised in profit or loss as an integral part of the
total lease expense.
Subsidiaries
A subsidiary is an entity including unincorporated and special purpose entity that is
controlled by the Group. Control is the power to govern the financial and operating policies
of an entity so as to obtain benefits from its activities accompanying a shareholding of more
than one half of the voting rights or the ability to appoint or remove the majority of the
members of the board of directors or to cast the majority of votes at meetings of the board
of directors. The existence and effect of potential voting rights that are currently exercisable
or convertible are considered when assessing whether the Group controls another entity.

F-17

APPENDIX F INDEPENDENT AUDITORS REPORT AND THE AUDITED


COMBINED FINANCIAL STATEMENTS FOR THE REPORTING YEARS
ENDED 31 DECEMBER 2011, 2012 AND 2013
COMBINED FINANCIAL STATEMENTS FOR THE REPORTING YEARS ENDED 31 DECEMBER
2011, 2012 AND 2013 OF TRANS-CAB HOLDINGS LTD. (Registration No: 200917893G)
2.

Summary of Significant Accounting Policies (Contd)


Business Combinations
A business combination is transaction or other event which requires that the assets
acquired and liabilities assumed constitute a business. It is accounted for by applying the
acquisition method of accounting. The cost of a business combination includes the fair
values, at the date of exchange, of assets given, liabilities incurred or assumed, and equity
instruments issued by the acquirer, in exchange for control of the acquiree. The acquisitionrelated costs are expensed in the periods in which the costs are incurred and the services
are received except for any costs to issue debt or equity securities which are recognised in
accordance with FRS 32 and FRS 39. As of the acquisition date, the acquirer recognises,
separately from goodwill, the identifiable assets acquired, the liabilities assumed and any
non-controlling interests in the acquiree measured at acquisition-date fair values as defined
in and that meet the conditions for recognition under FRS 103. If there is a gain on bargain
purchase, for the gain on bargain purchase, a reassessment is made of the identification
and measurement of the acquirees identifiable assets, liabilities and contingent liabilities
and the measurement of the cost of the business combination and any excess remaining
after this reassessment is recognised immediately in profit or loss.
Assets Classified as Held for Sale
Identifiable assets, liabilities and contingent liabilities and any disposal groups are
classified as held for sale if their carrying amount is to be recovered principally through a
sale transaction rather than through continuing use. The sale is expected to qualify for
recognition as a completed sale within one year from the date of classification, except as
permitted by FRS 105 in certain circumstances. It can include a subsidiary acquired
exclusively with a view to resale. Assets that meet the criteria to be classified as held for
sale are measured at the lower of carrying amount and fair value less costs of disposal and
are presented separately on the face of the statement of financial position. Once an asset
is classified as held for sale or included in a group of assets held for sale no further
depreciation or amortisation is recorded. Impairment losses on initial classification of the
balances as held for sale are included in profit or loss, even when there is a revaluation. The
same applies to gains and losses on subsequent remeasurement.
In addition, the results of discontinued operations are presented separately in profit or loss.
A discontinued operation is a component of the business that represents a separate major
line of business or geographical area of operations that has been sold, or classified as held
for sale or has been abandoned. They are shown separately in profit or loss and
comparative figures are restated to reclassify them from continuing to discontinued
operations.

F-18

APPENDIX F INDEPENDENT AUDITORS REPORT AND THE AUDITED


COMBINED FINANCIAL STATEMENTS FOR THE REPORTING YEARS
ENDED 31 DECEMBER 2011, 2012 AND 2013
COMBINED FINANCIAL STATEMENTS FOR THE REPORTING YEARS ENDED 31 DECEMBER
2011, 2012 AND 2013 OF TRANS-CAB HOLDINGS LTD. (Registration No: 200917893G)
2.

Summary of Significant Accounting Policies (Contd)


Impairment of Non-Financial Assets
Irrespective of whether there is any indication of impairment, an annual impairment test is
performed at the same time every year on an intangible asset with an indefinite useful life
or an intangible asset not yet available for use. The carrying amount of other non-financial
assets is reviewed at each end of the reporting year for indications of impairment and where
an asset is impaired, it is written down through profit or loss to its estimated recoverable
amount. The impairment loss is the excess of the carrying amount over the recoverable
amount and is recognised in profit or loss. The recoverable amount of an asset or a
cash-generating unit is the higher of its fair value less costs of disposal and its value in use.
When the fair value less costs of disposal method is used, any available recent market
transactions are taken into consideration. When the value in use method is adopted, in
assessing the value in use, the estimated future cash flows are discounted to their present
value using a pre-tax discount rate that reflects current market assessments of the time
value of money and the risks specific to the asset. For the purposes of assessing
impairment, assets are grouped at the lowest levels for which there are separately
identifiable cash flows (cash-generating units). At each end of the reporting year nonfinancial assets other than goodwill with impairment loss recognised in prior periods are
assessed for possible reversal of the impairment. An impairment loss is reversed only to the
extent that the assets carrying amount does not exceed the carrying amount that would
have been measured, net of depreciation or amortisation, if no impairment loss had been
recognised.
Inventories
Inventories are measured at the lower of cost (first in first out method) and net realisable
value. Net realisable value is the estimated selling price in the ordinary course of business
less the estimated costs of completion and the estimated costs necessary to make the sale.
A write down on cost is made where the cost is not recoverable or if the selling prices have
declined. Cost includes all costs of purchase, costs of conversion and other costs incurred
in bringing the inventories to their present location and condition.
Financial Assets
Initial recognition, measurement and derecognition:
A financial asset is recognised on the statement of financial position when, and only when,
the entity becomes a party to the contractual provisions of the instrument. The initial
recognition of financial assets is at fair value normally represented by the transaction price.
The transaction price for financial asset not classified at fair value through profit or loss
includes the transaction costs that are directly attributable to the acquisition or issue of the
financial asset. Transaction costs incurred on the acquisition or issue of financial assets
classified at fair value through profit or loss are expensed immediately. The transactions are
recorded at the trade date.

F-19

APPENDIX F INDEPENDENT AUDITORS REPORT AND THE AUDITED


COMBINED FINANCIAL STATEMENTS FOR THE REPORTING YEARS
ENDED 31 DECEMBER 2011, 2012 AND 2013
COMBINED FINANCIAL STATEMENTS FOR THE REPORTING YEARS ENDED 31 DECEMBER
2011, 2012 AND 2013 OF TRANS-CAB HOLDINGS LTD. (Registration No: 200917893G)
2.

Summary of Significant Accounting Policies (Contd)


Financial Assets (Contd)
Irrespective of the legal form of the transactions performed, financial assets are
derecognised when they pass the substance over form based on the derecognition test
prescribed by FRS 39 relating to the transfer of risks and rewards of ownership and the
transfer of control. Financial assets and financial liabilities are offset and the net amount is
reported in the statement of financial position if there is currently a legally enforceable right
to offset the recognised amounts and there is an intention to settle on a net basis, to realise
the assets and settle the liabilities simultaneously.
Subsequent measurement:
Subsequent measurement based on the classification of the financial assets in one of the
following categories under FRS 39 is as follows:
1.

Financial assets at fair value through profit or loss: As at end of the reporting year date
there were no financial assets classified in this category.

2.

Loans and receivables: Loans and receivables are non-derivative financial assets with
fixed or determinable payments that are not quoted in an active market. Assets that
are for sale immediately or in the near term are not classified in this category. These
assets are carried at amortised costs using the effective interest method (except that
short-duration receivables with no stated interest rate are normally measured at
original invoice amount unless the effect of imputing interest would be significant)
minus any reduction (directly or through the use of an allowance account) for
impairment or uncollectibility. Impairment charges are provided only when there is
objective evidence that an impairment loss has been incurred as a result of one or
more events that occurred after the initial recognition of the asset (a loss event) and
that loss event (or events) has an impact on the estimated future cash flows of the
financial asset or group of financial assets that can be reliably estimated. The
methodology ensures that an impairment loss is not recognised on the initial
recognition of an asset. Losses expected as a result of future events, no matter how
likely, are not recognised. For impairment, the carrying amount of the asset is reduced
through use of an allowance account. The amount of the loss is recognised in profit or
loss. An impairment loss is reversed if the reversal can be related objectively to an
event occurring after the impairment loss was recognised. Typically the trade and
other receivables are classified in this category.

3.

Held-to-maturity financial assets: As at end of the reporting year date there were no
financial assets classified in this category.

4.

Available-for-sale financial assets: As at end of the reporting year date there were no
financial assets classified in this category.

F-20

APPENDIX F INDEPENDENT AUDITORS REPORT AND THE AUDITED


COMBINED FINANCIAL STATEMENTS FOR THE REPORTING YEARS
ENDED 31 DECEMBER 2011, 2012 AND 2013
COMBINED FINANCIAL STATEMENTS FOR THE REPORTING YEARS ENDED 31 DECEMBER
2011, 2012 AND 2013 OF TRANS-CAB HOLDINGS LTD. (Registration No: 200917893G)
2.

Summary of Significant Accounting Policies (Contd)


Cash and Cash Equivalents
Cash and cash equivalents include bank and cash balances, on demand deposits and any
highly liquid debt instruments purchased with an original maturity of three months or less.
For the statement of cash flows the item includes cash and cash equivalents less cash
subject to restriction and bank overdrafts payable on demand that form an integral part of
cash management.
Financial Liabilities
Initial recognition, measurement and derecognition:
A financial liability is recognised on the statement of financial position when, and only when,
the entity becomes a party to the contractual provisions of the instrument and it is
derecognised when the obligation specified in the contract is discharged or cancelled or
expires. The initial recognition of financial liability is at fair value normally represented by
the transaction price. The transaction price for financial liability not classified at fair value
through profit or loss includes the transaction costs that are directly attributable to the
acquisition or issue of the financial liability. Transaction costs incurred on the acquisition or
issue of financial liability classified at fair value through profit or loss are expensed
immediately. The transactions are recorded at the trade date. Financial liabilities including
bank and other borrowings are classified as current liabilities unless there is an
unconditional right to defer settlement of the liability for at least 12 months after the end of
the reporting year.
Subsequent measurement:
Subsequent measurement based on the classification of the financial liabilities in one of the
following two categories under FRS 39 is as follows:
1.

Liabilities at fair value through profit or loss: Liabilities are classified in this category
when they are incurred principally for the purpose of selling or repurchasing in the near
term (trading liabilities) or are derivatives (except for a derivative that is a designated
and effective hedging instrument) or have been classified in this category because the
conditions are met to use the fair value option and it is used. Financial guarantee
contracts if significant are initially recognised at fair value and are subsequently
measured at the greater of (a) the amount determined in accordance with FRS 37 and
(b) the amount initially recognised less, where appropriate, cumulative amortisation
recognised in accordance with FRS 18. All changes in fair value relating to liabilities
at fair value through profit or loss are charged to profit or loss as incurred.

2.

Other financial liabilities: All liabilities, which have not been classified as in the
previous category fall into this residual category. These liabilities are carried at
amortised cost using the effective interest method. Trade and other payables and
borrowings are usually classified in this category. Items classified within current trade
and other payables are not usually re-measured, as the obligation is usually known
with a high degree of certainty and settlement is short-term.
F-21

APPENDIX F INDEPENDENT AUDITORS REPORT AND THE AUDITED


COMBINED FINANCIAL STATEMENTS FOR THE REPORTING YEARS
ENDED 31 DECEMBER 2011, 2012 AND 2013
COMBINED FINANCIAL STATEMENTS FOR THE REPORTING YEARS ENDED 31 DECEMBER
2011, 2012 AND 2013 OF TRANS-CAB HOLDINGS LTD. (Registration No: 200917893G)
2.

Summary of Significant Accounting Policies (Contd)


Fair Value Measurement
Fair value is taken to be the price that would be received to sell an asset or paid to transfer
a liability in an orderly transaction between market participants at the measurement date
(that is, an exit price). It is a market-based measurement, not an entity-specific
measurement. When measuring fair value, management uses the assumptions that market
participants would use when pricing the asset or liability under current market conditions,
including assumptions about risk. The entitys intention to hold an asset or to settle or
otherwise fulfil a liability is not taken into account as relevant when measuring fair value. In
making the fair value measurement, management determines the following: (a) the
particular asset or liability being measured (these are identified and disclosed in the
relevant notes below); (b) for a non-financial asset, the highest and best use of the asset
and whether the asset is used in combination with other assets or on a stand-alone basis;
(c) the market in which an orderly transaction would take place for the asset or liability; and
(d) the appropriate valuation techniques to use when measuring fair value. The valuation
techniques used maximise the use of relevant observable inputs and minimise
unobservable inputs. These inputs are consistent with the inputs a market participant may
use when pricing the asset or liability.
The fair value measurements and related disclosures categorise the inputs to valuation
techniques used to measure fair value by using a fair value hierarchy of three levels. These
are recurring fair value measurements unless stated otherwise in the relevant notes to the
financial statements. Level 1 inputs are quoted prices (unadjusted) in active markets for
identical assets or liabilities that the entity can access at the measurement date. Level 2
inputs are inputs other than quoted prices included within Level 1 that are observable for the
asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the
asset or liability. The level is measured on the basis of the lowest level input that is
significant to the fair value measurement in its entirety. Transfers between levels of the fair
value hierarchy are deemed to have occurred at the beginning of the reporting year. If a
financial instrument measured at fair value has a bid price and an ask price, the price within
the bid-ask spread or mid-market pricing that is most representative of fair value in the
circumstances is used to measure fair value regardless of where the input is categorised
within the fair value hierarchy. If there is no market, or the markets available are not active,
the fair value is established by using an acceptable valuation technique.
The carrying values of current financial instruments approximate their fair values due to the
short-term maturity of these instruments and the disclosures of fair value are not made
when the carrying amount of current financial instruments is a reasonable approximation of
the fair value. The fair values of non-current financial instruments may not be disclosed
separately unless there are significant differences at the end of the reporting year and in the
event the fair values are disclosed in the relevant notes to the financial statements.

F-22

APPENDIX F INDEPENDENT AUDITORS REPORT AND THE AUDITED


COMBINED FINANCIAL STATEMENTS FOR THE REPORTING YEARS
ENDED 31 DECEMBER 2011, 2012 AND 2013
COMBINED FINANCIAL STATEMENTS FOR THE REPORTING YEARS ENDED 31 DECEMBER
2011, 2012 AND 2013 OF TRANS-CAB HOLDINGS LTD. (Registration No: 200917893G)
2.

Summary of Significant Accounting Policies (Contd)


Equity
Equity instruments are contracts that give a residual interest in the net assets of the
reporting entity. Ordinary shares are classified as equity. Equity instruments are recognised
at the amount of proceeds received net of incremental costs directly attributable to the
transaction. Dividends on equity are recognised as liabilities when they are declared.
Interim dividends are recognised when declared by the directors.
Provisions
A liability or provision is recognised when there is a present obligation (legal or
constructive) 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. A provision is made using best estimates of
the amount required in settlement and where the effect of the time value of money is
material, the amount recognised is the present value of the expenditures expected to be
required to settle the obligation using a pre-tax rate that reflects current market
assessments of the time value of money and the risks specific to the obligation. The
increase in the provision due to passage of time is recognised as interest expense.
Changes in estimates are reflected in profit or loss in the reporting year they occur.
Government Grants
A government grant is recognised at fair value when there is reasonable assurance that the
conditions attaching to it will be complied with and that the grant will be received. Grants
in recognition of specific expenses are recognised as income over the periods necessary
to match them with the related costs that they are intended to compensate, on a systematic
basis. A grant related to depreciable assets is allocated to income over the period in which
such assets are used in the project subsidised by the grant. A government grant related to
assets, including non-monetary grants at fair value, is presented in the statement of
financial position. The interest saved from government loans is regarded as additional
government grant.
Critical Judgements, Assumptions and Estimation Uncertainties
The critical judgements made in the process of applying the accounting policies that have
the most significant effect on the amounts recognised in the financial statements and the
key assumptions concerning the future, and other key sources of estimation uncertainty at
the end of the reporting year, that have a significant risk of causing a material adjustment
to the carrying amounts of assets and liabilities currently or within the next reporting year
are discussed below. These estimates and assumptions are periodically monitored to
ensure they incorporate all relevant information available at the date when financial
statements are prepared. However, this does not prevent actual figures differing from
estimates.

F-23

APPENDIX F INDEPENDENT AUDITORS REPORT AND THE AUDITED


COMBINED FINANCIAL STATEMENTS FOR THE REPORTING YEARS
ENDED 31 DECEMBER 2011, 2012 AND 2013
COMBINED FINANCIAL STATEMENTS FOR THE REPORTING YEARS ENDED 31 DECEMBER
2011, 2012 AND 2013 OF TRANS-CAB HOLDINGS LTD. (Registration No: 200917893G)
2.

Summary of Significant Accounting Policies (Contd)


Critical Judgements, Assumptions and Estimation Uncertainties (Contd)
Allowance for doubtful accounts:
An allowance is made for doubtful trade accounts for estimated losses resulting from the
subsequent inability of the customers to make required payments. If the financial conditions
of the customers were to deteriorate, resulting in an impairment of their ability to make
payments, additional allowances may be required in future periods. Management generally
analyses trade receivables and analyses historical bad debts, customer concentrations and
customer creditworthiness when evaluating the adequacy of the allowance for doubtful
trade receivables. To the extent that it is feasible impairment and uncollectibility is
determined individually for each item. In cases where that process is not feasible, a
collective evaluation of impairment is performed. At the end of the reporting year, the trade
receivables carrying amount approximates the fair value and the carrying amounts might
change materially within the next reporting year but these changes would not arise from
assumptions or other sources of estimation uncertainty at the end of the reporting year. The
carrying amount is disclosed in the note on trade and other receivables.
Deferred tax estimation:
Management judgement is required in determining the amount of current and deferred tax
recognised as income or expense and the extent to which deferred tax assets can be
recognised. A deferred tax asset is recognised if it is more likely than not that sufficient
taxable income will be available in the future against which the temporary differences and
unused tax losses can be utilised. Management also considers future taxable income and
tax planning strategies in assessing whether deferred tax assets should be recognised in
order to reflect changed circumstances as well as tax regulations. As a result, due to their
inherent nature, it is likely that deferred tax calculation relates to complex fact patterns for
which assessments of likelihood are judgemental and not susceptible to precise
determination. The deferred tax amounts are disclosed in Note 10.
Useful lives of property, plant and equipment:
The estimates for the useful lives and related depreciation charges for property, plant and
equipment are based on commercial and other factors which could change significantly as
a result of innovations and in response to market conditions. The depreciation charge is
increased where useful lives are less than previously estimated lives, or the carrying
amounts written off or written down for technically obsolete items or assets that have been
abandoned. The carrying amount of the property, plant and equipment at 31 December
2013 is $227,836,000.

F-24

APPENDIX F INDEPENDENT AUDITORS REPORT AND THE AUDITED


COMBINED FINANCIAL STATEMENTS FOR THE REPORTING YEARS
ENDED 31 DECEMBER 2011, 2012 AND 2013
COMBINED FINANCIAL STATEMENTS FOR THE REPORTING YEARS ENDED 31 DECEMBER
2011, 2012 AND 2013 OF TRANS-CAB HOLDINGS LTD. (Registration No: 200917893G)
2.

Summary of Significant Accounting Policies (Contd)


Critical Judgements, Assumptions and Estimation Uncertainties (Contd)
Provision for claims:
A provision is made for claims income from insurance companies for those cases that were
pending at the end of reporting year. The provision is established based on best estimates
of the historical successful claim recovery as well as recent trends that might suggest that
past information may be different from future claims.

3.

Related Party Relationships and Transactions


FRS 24 defines a related party as a person or entity that is related to the reporting entity
and it includes (a) A person or a close member of that persons family if that person: (i) has
control or joint control over the reporting entity; (ii) has significant influence over the
reporting entity; or (iii) is a member of the key management personnel of the reporting entity
or of a parent of the reporting entity. (b) An entity is related to the reporting entity if any of
the following conditions apply: (i) The entity and the reporting entity are members of the
same group. (ii) One entity is an associate or joint venture of the other entity. (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 reporting entity or
an entity related to the reporting entity. (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
company of the entity).
The ultimate controlling party is Teo Kiang Ang.
3.1 Related parties other than related companies:
There are transactions and arrangements between the reporting entity and related
parties and the effects of these on the basis determined between the parties are
reflected in these financial statements. The related party balances are unsecured
without fixed repayment terms and interest unless stated otherwise. For any noncurrent balances and financial guarantees no interest or charge is imposed unless
stated otherwise.

F-25

APPENDIX F INDEPENDENT AUDITORS REPORT AND THE AUDITED


COMBINED FINANCIAL STATEMENTS FOR THE REPORTING YEARS
ENDED 31 DECEMBER 2011, 2012 AND 2013
COMBINED FINANCIAL STATEMENTS FOR THE REPORTING YEARS ENDED 31 DECEMBER
2011, 2012 AND 2013 OF TRANS-CAB HOLDINGS LTD. (Registration No: 200917893G)
3.

Related Party Relationships and Transactions (Contd)


3.1 Related parties other than related companies: (Contd)
Significant related party transactions:
In addition to the transactions and balances disclosed elsewhere in the notes to the
financial statements, this item includes the following:
2011
$000

2012
$000

2013
$000

Sale of diesel

(436)

(512)

(564)

Rental income

(28)

(84)

(84)

(246)

(21)

Compressed Nature Gas discount


income
Compressed Nature Gas rebate
expense
Repair and maintenance charges
Other charges

1,869

1,333

165

270

365

60

60

60

Related parties are companies in which certain directors have an interest in and
exercise influence.
3.2 Key management compensation:

Salaries and other short-term


employee benefits

2011
$000

2012
$000

2013
$000

3,530

4,624

7,244

The above amount is included under employee benefits expense. Included in the
above amount are the following items:

Remuneration of directors of the


Company
Fees to directors of the Company

2011
$000

2012
$000

2013
$000

2,833

3,897

6,487

400

400

400

Key management personnel are directors and those persons having authority and
responsibility for planning, directing and controlling the activities of the Group, directly
or indirectly. The above amounts for key management compensation are for all the
directors and other key management personnel.
F-26

APPENDIX F INDEPENDENT AUDITORS REPORT AND THE AUDITED


COMBINED FINANCIAL STATEMENTS FOR THE REPORTING YEARS
ENDED 31 DECEMBER 2011, 2012 AND 2013
COMBINED FINANCIAL STATEMENTS FOR THE REPORTING YEARS ENDED 31 DECEMBER
2011, 2012 AND 2013 OF TRANS-CAB HOLDINGS LTD. (Registration No: 200917893G)
3.

Related Party Relationships and Transactions (Contd)


3.3 Other receivables from and other payables to related parties:
The trade transactions and the trade receivables and payables balances arising from
sales and purchases of goods and services are disclosed elsewhere in the notes to the
financial statements.
The movements in other receivables from and other payables to related parties are as
follows:
2011
$000

2012
$000

2013
$000

Other payables Directors:


Balance at beginning of the year

(21)

Amounts paid out during the year


Amounts paid in during the year
Balance at end of the year (Note 24)

(67)

20,815

4,117

4,983

(20,794)

(4,184)

(4,916)

(67)

Balance at beginning of the year

15

Amount paid out during the year

15

112

120

(120)

(120)

Other receivables Related parties:

Amount paid in during the year


Balance at end of the year (Note 18)

4.

15

2011
$000

2012
$000

2013
$000

123,695

133,530

143,076

25,433

25,886

23,989

68

122

163

5,435

7,177

6,169

139

220

310

154,770

166,935

173,707

1,510

2,695

154,770

168,445

176,402

Revenue

Rental income from hiring of taxis


Sale of diesel
Administrative fee
Insurance claim income
Call levy charges
Continuing operations
Discontinued operations

F-27

APPENDIX F INDEPENDENT AUDITORS REPORT AND THE AUDITED


COMBINED FINANCIAL STATEMENTS FOR THE REPORTING YEARS
ENDED 31 DECEMBER 2011, 2012 AND 2013
COMBINED FINANCIAL STATEMENTS FOR THE REPORTING YEARS ENDED 31 DECEMBER
2011, 2012 AND 2013 OF TRANS-CAB HOLDINGS LTD. (Registration No: 200917893G)
5.

Other Income
2011
$000

2012
$000

2013
$000

Administrative charges

750

524

333

Advertisement income

318

345

493

28

84

84

Repair and sale of parts

330

689

835

Other miscellaneous

725

961

1,037

2,151

2,603

2,782

2011
$000

2012
$000

2013
$000

84

2011
$000

2012
$000

2013
$000

Rental income

6.

Interest Income

Bank interest income

7.

Other Credits and (Other Charges)

Allowance for impairment on trade


receivables

(400)

Foreign exchange adjustments gains


(losses), net

(Loss) gain on disposals of property, plant


and equipment

(23)

(324)
1

(436)
(5)

5,707

13,504

Government grant

14

Job credit grant

47

Negative goodwill on acquisition of


subsidiary (Note 26)

368

5,766

13,110

6,132

13,596

Net

(422)

Presented in profit or loss as:


Other Credits

Other Charges

(423)

Net

(422)

F-28

(366)
5,766

(486)
13,110

APPENDIX F INDEPENDENT AUDITORS REPORT AND THE AUDITED


COMBINED FINANCIAL STATEMENTS FOR THE REPORTING YEARS
ENDED 31 DECEMBER 2011, 2012 AND 2013
COMBINED FINANCIAL STATEMENTS FOR THE REPORTING YEARS ENDED 31 DECEMBER
2011, 2012 AND 2013 OF TRANS-CAB HOLDINGS LTD. (Registration No: 200917893G)
8.

Finance Costs
2011
$000

2012
$000

2013
$000

3,185

2,896

2,640

2011
$000

2012
$000

2013
$000

6,639

8,350

11,965

Contributions to defined contribution plans

197

219

268

Other benefits

210

357

439

7,046

8,926

12,672

2011
$000

2012
$000

2013
$000

Cost of sales

2,227

3,023

2,551

Administrative expenses

4,819

5,903

10,121

7,046

8,926

12,672

Finance lease interest

9.

Employee Benefits Expense

Employee benefits expense

Allocation of employee benefit expense:

10.

Income Tax Expense

10A. Components of tax expense recognised in profit or loss include:


2011
$000

2012
$000

2013
$000

4,418

4,780

4,610

Current tax expense:


Current tax expense
Over adjustments in respect of prior years
Subtotal

(140)

(92)

(703)

4,278

4,688

3,907

476

778

2,654

4,754

5,466

6,561

Deferred tax expense:


Deferred tax expense
Total income tax expense

F-29

APPENDIX F INDEPENDENT AUDITORS REPORT AND THE AUDITED


COMBINED FINANCIAL STATEMENTS FOR THE REPORTING YEARS
ENDED 31 DECEMBER 2011, 2012 AND 2013
COMBINED FINANCIAL STATEMENTS FOR THE REPORTING YEARS ENDED 31 DECEMBER
2011, 2012 AND 2013 OF