Resources Global IPO Prospectus

RESOURCES GLOBAL DEVELOPMENT LIMITED
(Incorporated in Singapore on 12 December 2018)

(Company Registration Number: 201841763M)
Tapping Indonesia’s Growing Demand for

Coal and Domestic Coal Shipping Services
Placement in respect of 15,000,000 Placement Shares at S$0.20 each,

payable in full on application.
OFFER DOCUMENT DATED 14 JANUARY 2020 The registration of this Offer Document by the SGX-ST acting as agent on behalf of
the Authority does not imply that the Securities and Futures Act (Chapter 289) of
(Registered by the Singapore Exchange Securities Trading Limited acting as agent on Singapore, or any other legal or regulatory requirements, or requirements under the
behalf of the Monetary Authority of Singapore on 14 January 2020) Catalist Rules, have been complied with.
This document is important. Before making any investment in the Acceptance of applications for the Placement Shares will be conditional upon, inter
securities being offered, you should consider the information provided alia, the issue of the Placement Shares and permission being granted by the SGX-ST
in this document carefully, and consider whether you understand what for the listing and quotation of all our existing issued Shares, the Placement Shares,
is described in this document. You should also consider whether an the Option Shares and the Award Shares on Catalist. Monies paid in respect of any
investment in the securities being offered is suitable for you, taking application accepted will be returned to you at your own risk, without interest or any
into account your investment objectives and risk appetite. If you are share of revenue or other benefit arising therefrom, if the admission and Listing (as
in any doubt as to the action you should take, you should consult defined herein) do not proceed, and you will not have any claims against us, the
your legal, financial, tax, or other professional adviser(s). You are Sponsor and Issue Manager, and the Placement Agent (as defined herein).
responsible for your own investment choices.
Investing in our Shares involves risks which are described in the section entitled “RISK
ZICO Capital Pte. Ltd. (the “Sponsor and Issue Manager”) has on behalf of Resources FACTORS” of this Offer Document.
Global Development Limited (the “Company”), made an application to the Singapore
Exchange Securities Trading Limited (the “SGX-ST”) for permission to deal in, and the After the expiration of six (6) months from the date of registration of this Offer
listing and quotation of, all the ordinary shares (the “Shares”) in the capital of the Document, no person shall make an offer of any of our Shares or allot, issue or sell
Company already issued, the Placement Shares (as defined herein), the Option Shares any of our Shares, on the basis of this Offer Document; and no officer or equivalent
(as defined herein) which may be issued upon the exercise of the options to be granted person or promoter of our Company will authorise or permit the offer of any of our
under the RGD Employee Share Option Scheme and the Award Shares (as defined Shares or the allotment, issue or sale of any of our Shares, on the basis of this Offer
herein) which may be issued upon the vesting of share awards granted under the RGD Document.
Performance Share Plan, on Catalist (as defined herein). The dealing in, and quotation
of, our existing issued Shares, the Placement Shares, the Option Shares and the Award
Shares will be in Singapore dollars. Sponsor and Issue Manager
Companies listed on Catalist may carry higher investment risk when compared with
larger or more established companies listed on the Main Board of the SGX-ST. In
particular, companies may list on Catalist without a track record of profitability and
there is no assurance that there will be a liquid market in the shares or units of shares
traded on Catalist. You should be aware of the risks of investing in such companies
and should make the decision to invest only after careful consideration and, if ZICO Capital Pte. Ltd.
appropriate, consultation with your professional adviser(s).
(Company Registration No.: 201613589E)
This Placement is made in or accompanied by this Offer Document that has been (Incorporated in the Republic of Singapore)
registered by the SGX-ST acting as agent on behalf of the Monetary Authority of
Singapore (the “Authority”). We have not lodged or registered this Offer Document in
any other jurisdiction.
A copy of this Offer Document has been lodged with and registered by the SGX-ST, Placement Agent
acting as agent on behalf of the Authority. Neither the Authority nor the SGX-ST has
examined or approved the contents of this Offer Document. Neither the Authority
nor the SGX-ST assumes any responsibility for the contents of this Offer Document,
including the correctness of any of the statements or opinions made or reports
contained in this Offer Document. The SGX-ST does not normally review the application
for admission but relies on the Sponsor and Issue Manager confirming that our
Company is suitable to be listed on Catalist and complies with the Catalist Rules (as
UOB Kay Hian Private Limited
defined herein). Neither the Authority nor the SGX-ST has, in any way, considered the (Company Registration No.: 197000447W)
merits of our existing issued Shares, the Placement Shares, the Option Shares or the (Incorporated in the Republic of Singapore)
Award Shares, as the case may be, being offered for investment.
About Us
Our history of being involved in the coal industry can be traced back to around 2005 in South Kalimantan, Indonesia,
and we are principally engaged in the Coal Trading Business and Coal Shipping Services.
Legend:
Main Shipping Routes
HEAD OFFICE
in Singapore
COAL TRADING
in South Kalimantan Sulawesi Islands
COAL SHIPPING SERVICES
ADMINISTRATIVE OFFICE
in Jakarta Java
Coal Trading Business

Through our subsidiary, PT Deli Niaga Sejahtera (“PT DNS”), we procure thermal coal from coal mines located in South
Kalimantan for domestic sales.
Customers
• Mainly coal traders, who procure thermal coal for domestic end-users operating in various industries, including nickel
smelting and cement manufacturing
Secured fixed term coal sale and purchase contracts

• Secured fixed term coal sale contracts from customers for aggregate sales of up to 1.5 million metric tonnes (“MT”) of
coal in FY2019, and fixed term coal purchase contracts from suppliers for aggregate supply of up to 1.9 million MT of
coal in FY2019
• We may enter into more fixed term coal sale and/or purchase contracts with our customers and suppliers, depending
on our assessment of market conditions and opportunities
RELIABLE SUPPLY OF COAL: we have been and will continue procuring coal from
third-party coal mines and coal mines related to our Founding Shareholders
Coal Shipping Services
Through our subsidiary PT Deli Pratama Angkutan Laut (“PT DPAL “), we provide chartering services of tugboats, barges
and bulk carrier to transport coal within the Indonesian territories. Our domestic shipping routes cover mainly between
coal mines located in South Kalimantan and the Java and Sulawesi islands in Indonesia.
Transshipment services:
Loading Port Coal traders charter our tugboats
and barges to transport coal from
local loading jetties or ports to bulk
carriers at a specified anchorage,
within a stipulated time for onward
Voyage
transportation to other destinations.
Inter Island Discharge Port
Routes are usually shorter, with
faster turnarounds, thus reducing
Chartering services: our exposure to the unpredictable
Coal traders, coal mining conditions in the open seas. Average
companies and third-party freight voyage of each transshipment is
charter companies charter our vessels approximately 5 to 7 days for a
and barges on a per voyage basis to return trip.
transport coal from a specified loading jetty or port, to
various regions within Indonesia.
Duration of each shipment takes up to 4 weeks for a return trip.
Our Relatively Young and Well-Maintained Fleet

100% Fleet utilisation rate(1)
FY2018
FY2017 1H2019
9
Indonesian-flagged vessels
with an aggregate
estimated fleet capacity of
116,000MT comprising
FY2016
100%
1 July 2019 up
to the Latest
Practicable Date
Each vessel is equipped with a vessel tracking system to track

location and monitor the vessels’ movements and whereabouts of
cargo in real time.
8 tugboats (and 8
accompanying barges) 1 bulk carrier
Operating fleet size expansion

Tugboat
8 Barge
7 Bulk carrier
6
In accordance with the relevant cabotage laws 5
in Indonesia, sea transportation activities 4
within Indonesia waters can only be done 3
by Indonesian-flagged vessels manned by 2
Indonesian crew. 1
As at 31 December 2018 As at the Latest Practicable Date
1
As defined in the section entitled “General Information on our Group –
Properties and Fixed Assets – Fleet utilisation” of this Offer Document
Competitive Strengths
Reliable supply of coal
• Secured fixed term coal purchase contracts
• We have been and will continue procuring coal from third-party
coal mines and coal mines related to our Founding Shareholders
Established reputation and long-standing

relationships with customers
• Established a reputation as a reliable coal trader and coal shipping Our relationships with suppliers allow access to
company in Indonesia, evident from customers’ recurring service reliable sources of coal at competitive rates
requests and our fleet’s 100% utilisation rates
Relatively young and well-maintained fleet

• Policy of continuously repairing and conducting maintenance
works on our fleet ensures that we operate at optimum efficiency,
minimising significant downtime, expenditures and major repairs
Dedicated and experienced management team with

the necessary expertise and a proven track record Recently completed the refurbishment of our newly
acquired bulk carrier, providing competitive advantages
in terms of operational reliability, response time,
reduced vessel or barge down-time and increased cost
efficiencies
Business Strategies & Prospects
Future Plans
Our Group plans to: • Indonesia is one of the leading producers of coal globally; its
• expand customer base and establish direct client sale coal consumption is supported by growth in coal-fired power
channels generation and the government’s plans for additional power
capacity
• optimise, expand and vertically integrate our service
offerings • The coal that we trade in is of a grade that is suitable for most
coal-fired power plants in Indonesia
• expand the range of sectors and geographical coverage of
our Coal Shipping Services • Coal prices in Indonesia are expected to remain stable,
supported by stable domestic demand for coal
• expand our business through acquisitions, joint ventures
and/or strategic alliances • Increasing demand for inter-island transportation of coal, as well
as favourable regulations governing domestic chartering in
Indonesia are expected to drive demand for our coal shipping
Financial Highlights services
FYE 31 Dec Revenue Net cash generated from operating activities
(S$’m) (S$’m)
50 44.8 10 9.1
40.9
40 8 7.1
30 6 4.8
18.7 19.2 18.1 4.2 3.6
20 4
10 2
0 0
FY2016 FY2017 FY2018 1H2018 1H2019 FY2016 FY2017 FY2018 1H2018 1H2019
(S$’m) FY2016 FY2017 FY2018 1H2018 1H2019

Gross profit 5.7 3.5 5.5 3.2 2.1
Profit attributable to equity 2.1 1.2 2.2 1.5 0.4
holders of the Company
(S$’m) 31 Dec 2016 31 Dec 2017 31 Dec 2018 30 Jun 2019

Net assets 24.4 24.6 27.9 29.4
CONTENTS
PAGE
CORPORATE INFORMATION .............................................................................................................. 4

DEFINITIONS ........................................................................................................................................ 6
COMPANIES AND PERSON IN OUR GROUP ............................................................................... 6
OTHER CORPORATIONS, AGENCIES AND ENTITIES ................................................................ 6
GENERAL ........................................................................................................................................ 7
CURRENCIES, UNITS AND OTHERS ............................................................................................ 12
GLOSSARY OF TECHNICAL TERMS.................................................................................................. 14
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS....................................... 15
SELLING RESTRICTIONS ................................................................................................................... 17
DETAILS OF THE PLACEMENT .......................................................................................................... 18
INDICATIVE TIMETABLE FOR LISTING ............................................................................................. 22
PLAN OF DISTRIBUTION .................................................................................................................... 23
OFFER DOCUMENT SUMMARY ......................................................................................................... 24
THE PLACEMENT ................................................................................................................................ 28
RISK FACTORS .................................................................................................................................... 29
RISKS RELATING TO OUR BUSINESS AND OPERATIONS ........................................................ 29
RISKS RELATING TO THE COAL TRADING INDUSTRY .............................................................. 37
RISKS RELATING TO THE COAL SHIPPING SERVICES INDUSTRY .......................................... 38
RISKS RELATING TO CONDUCTING BUSINESS IN INDONESIA ............................................... 44
RISKS RELATING TO OWNERSHIP OF OUR SHARES ............................................................... 48
USE OF PROCEEDS AND LISTING EXPENSES ............................................................................... 52
MANAGEMENT, SPONSORSHIP AND PLACEMENT ARRANGEMENTS ........................................ 54
MANAGEMENT AND SPONSORSHIP AGREEMENT ................................................................... 54
PLACEMENT AGREEMENT ........................................................................................................... 55
DIVIDEND POLICY ............................................................................................................................... 57
SHARE CAPITAL.................................................................................................................................. 58
SHAREHOLDERS ................................................................................................................................ 62
OWNERSHIP STRUCTURE ............................................................................................................ 62
SIGNIFICANT CHANGES IN PERCENTAGE OF OWNERSHIP .................................................... 63
MORATORIUM ................................................................................................................................. 63
PLACEMENT STATISTICS ................................................................................................................... 64
RESTRUCTURING EXERCISE ............................................................................................................ 66
GROUP STRUCTURE .......................................................................................................................... 72
SUMMARY OF FINANCIAL INFORMATION ....................................................................................... 74
MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL POSITION ....................................................................................................................... 77
OVERVIEW ...................................................................................................................................... 77
REVIEW OF RESULTS OF OPERATIONS ..................................................................................... 82
REVIEW OF FINANCIAL POSITION .............................................................................................. 88
LIQUIDITY AND CAPITAL RESOURCES....................................................................................... 95
CAPITAL EXPENDITURES, DIVESTMENTS, COMMITMENTS AND CONTINGENT
LIABILITIES ................................................................................................................................... 98
FOREIGN EXCHANGE MANAGEMENT ........................................................................................ 98
1
CONTENTS
PAGE
INFLATION....................................................................................................................................... 99
SIGNIFICANT ACCOUNTING POLICY CHANGES........................................................................ 99
SEASONALITY ................................................................................................................................ 101
CAPITALISATION AND INDEBTEDNESS ........................................................................................... 102
GENERAL INFORMATION ON OUR GROUP ..................................................................................... 104
HISTORY .......................................................................................................................................... 104
OUR BUSINESS .............................................................................................................................. 106
BUSINESS PROCESS .................................................................................................................... 108
SALES AND MARKETING .............................................................................................................. 109
QUALITY CONTROL ....................................................................................................................... 109
HEALTH AND SAFETY ................................................................................................................... 110
CLASSIFICATION............................................................................................................................ 111
MATERIAL LICENCES, PERMITS, REGISTRATIONS AND APPROVALS ................................... 112
ENVIRONMENTAL MATTERS ........................................................................................................ 115
INSURANCE .................................................................................................................................... 116
RESEARCH AND DEVELOPMENT ................................................................................................ 116
INTELLECTUAL PROPERTY .......................................................................................................... 116
PROPERTIES AND FIXED ASSETS .............................................................................................. 117
EMPLOYEE TRAINING.................................................................................................................... 121
CORPORATE SOCIAL RESPONSIBILITY ..................................................................................... 121
OUR MAJOR CUSTOMERS ........................................................................................................... 122
OUR MAJOR SUPPLIERS .............................................................................................................. 125
CREDIT MANAGEMENT ................................................................................................................. 126
INVENTORY MANAGEMENT .......................................................................................................... 128
GOVERNMENT REGULATIONS ..................................................................................................... 128
COMPETITION ................................................................................................................................ 129
COMPETITIVE STRENGTHS .......................................................................................................... 129
PROSPECTS ................................................................................................................................... 131
TREND INFORMATION ................................................................................................................... 133
OUR ORDER BOOK ....................................................................................................................... 134
OUR BUSINESS STRATEGIES AND FUTURE PLANS ................................................................ 134
INTERESTED PERSON TRANSACTIONS .......................................................................................... 136
INTERESTED PERSONS ................................................................................................................ 136
PAST INTERESTED PERSON TRANSACTIONS ........................................................................... 138
PRESENT AND ONGOING INTERESTED PERSON TRANSACTIONS ........................................ 144
GUIDELINES AND REVIEW PROCEDURES FOR FUTURE INTERESTED PERSON
TRANSACTIONS OTHER THAN THOSE COVERED UNDER THE IPT GENERAL MANDATE.. 145
GENERAL MANDATE FOR INTERESTED PERSON TRANSACTIONS ....................................... 147
POTENTIAL CONFLICTS OF INTEREST............................................................................................ 154
INTERESTS OF DIRECTORS, CONTROLLING SHAREHOLDERS OR THEIR ASSOCIATES ... 154
INTERESTS OF EXPERTS ............................................................................................................. 157
INTERESTS OF THE SPONSOR AND ISSUE MANAGER, AND THE PLACEMENT AGENT ..... 157
DIRECTORS, EXECUTIVE OFFICERS AND EMPLOYEES ................................................................ 158
MANAGEMENT REPORTING STRUCTURE .................................................................................. 158
DIRECTORS .................................................................................................................................... 158
2
CONTENTS
PAGE
EXECUTIVE OFFICERS .................................................................................................................. 162

SERVICE AGREEMENTS................................................................................................................ 163
REMUNERATION OF DIRECTORS, EXECUTIVE OFFICERS AND RELATED EMPLOYEES..... 166
EMPLOYEES ................................................................................................................................... 167
RGD ESOS ........................................................................................................................................... 169
RGD PSP .............................................................................................................................................. 176
CORPORATE GOVERNANCE ............................................................................................................. 185
BOARD PRACTICES ....................................................................................................................... 189
EXCHANGE CONTROLS ..................................................................................................................... 190
CLEARANCE AND SETTLEMENT ...................................................................................................... 194
GENERAL AND STATUTORY INFORMATION .................................................................................... 195
INFORMATION ON DIRECTORS, EXECUTIVE OFFICERS AND CONTROLLING
SHAREHOLDERS ........................................................................................................................... 195
SHARE CAPITAL ............................................................................................................................ 196
CONSTITUTION .............................................................................................................................. 197
MATERIAL CONTRACTS................................................................................................................ 197
LITIGATION ..................................................................................................................................... 197
MISCELLANEOUS .......................................................................................................................... 198
CONSENTS ..................................................................................................................................... 198
RESPONSIBILITY STATEMENT BY OUR DIRECTORS ................................................................ 200
DOCUMENTS AVAILABLE FOR INSPECTION ............................................................................. 200
APPENDIX A – INDEPENDENT AUDITOR’S REPORT AND THE AUDITED COMBINED
FINANCIAL STATEMENTS OF RESOURCES GLOBAL DEVELOPMENT
LIMITED AND ITS SUBSIDIARIES FOR THE FINANCIAL YEARS ENDED
31 DECEMBER 2016, 2017 AND 2018 ................................................................... A-1
APPENDIX B – INDEPENDENT AUDITOR’S REVIEW REPORT AND UNAUDITED CONDENSED
INTERIM COMBINED FINANCIAL STATEMENTS OF RESOURCES GLOBAL
DEVELOPMENT LIMITED AND ITS SUBSIDIARIES FOR THE FINANCIAL
PERIOD FROM 1 JANUARY 2019 TO 30 JUNE 2019 ............................................ B-1
APPENDIX C – INDEPENDENT AUDITOR’S ASSURANCE REPORT AND THE COMPILATION
OF UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION OF
RESOURCES GLOBAL DEVELOPMENT LIMITED AND ITS SUBSIDIARIES
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2018 AND FINANICAL
PERIOD FROM 1 JANUARY 2019 TO 30 JUNE 2019 ............................................ C-1
APPENDIX D – DESCRIPTION OF ORDINARY SHARES ............................................................... D-1
APPENDIX E – SUMMARY OF OUR CONSTITUTION .................................................................... E-1
APPENDIX F – SUMMARY OF RELEVANT INDONESIAN LAWS AND REGULATIONS .............. F-1
APPENDIX G – LEGAL OPINION...................................................................................................... G-1
APPENDIX H – OPINION OF THE INDEPENDENT FINANCIAL ADVISER ....................................... H-1
APPENDIX I – TAXATION ................................................................................................................. I-1
APPENDIX J – RULES OF THE RGD ESOS ..................................................................................... J-1
APPENDIX K – RULES OF THE RGD PSP ........................................................................................ K-1
APPENDIX L – TERMS, CONDITIONS AND PROCEDURES FOR APPLICATIONS AND
ACCEPTANCE ......................................................................................................... L-1
3
CORPORATE INFORMATION
BOARD OF DIRECTORS : Mr Gouw Eng Seng (Independent Non-Executive

Director and Independent Chairman)
Mr Lee Yaw Loong Francis (Executive Director and Chief
Executive Officer)
Mr Salim Limanto (Executive Director and Chief
Operating Officer)
Mr Hew Koon Chan (Independent Non-Executive
Director)
Ms Alice Yan (Independent Non-Executive Director)
COMPANY SECRETARY : Mr Yeo Tze Khern (CA and FCPA)

Mr Leong Chuo Ming (LLB (Hons))
REGISTERED OFFICE : 80 Raffles Place

#25-01 UOB Plaza 1
Singapore 048624
PRINCIPAL PLACES OF BUSINESS : Grand ITC Permata Hijau

Lantai 8 Suite B-7/8
Kec. Grogol Utara
Jakarta 12210
Indonesia
144 Robinson Road

#07-01 Robinson Square
Singapore 068908
SHARE REGISTRAR : B.A.C.S Private Limited

8 Robinson Road
#08-00 ASO Building
Singapore 048544
SPONSOR AND ISSUE MANAGER : ZICO Capital Pte. Ltd.

8 Robinson Road
#09-00 ASO Building
Singapore 048544
PLACEMENT AGENT : UOB Kay Hian Private Limited

8 Anthony Road
#01-01
Singapore 229957
INDEPENDENT AUDITOR AND : Baker Tilly TFW LLP

REPORTING ACCOUNTANT 600 North Bridge Road
#05-01 Parkview Square
Singapore 188778
Partner-in-charge: Mr Khor Boon Hong
SOLICITORS TO THE PLACEMENT : Withers KhattarWong LLP

AND LEGAL ADVISER TO OUR 80 Raffles Place
COMPANY ON SINGAPORE LAW #25-01 UOB Plaza 1
Singapore 048624
4
CORPORATE INFORMATION
LEGAL ADVISER TO OUR COMPANY : Roosdiono & Partners

ON INDONESIAN LAW The Energy, 32nd Floor
SCBD Lot 11A
Jalan Jenderal Sudirman
Kav. 52-53, Jakarta 12190
Indonesia
INDEPENDENT FINANCIAL ADVISER : Xandar Capital Pte. Ltd.

3 Shenton Way #24-02
Shenton House
Singapore 068805
RECEIVING BANK : United Overseas Bank Limited

80 Raffles Place
#12-00 UOB Plaza 1
Singapore 048624
5
DEFINITIONS
In this Offer Document and the accompanying Application Form, unless the context otherwise requires,
the following definitions apply throughout where the context so admits:
COMPANIES AND PERSON IN OUR GROUP

“Company” or “Resources Global” : Resources Global Development Limited. The terms “we”, “our”,
or “RGD” “our Company” or “us” have correlative meanings
“Founding Shareholders” : Mr Juhadi, Mr Arifin Tan, Mr Djunaidi Hardi, Mr Arifin Ang and
Mr Limas Ananto
“Group” : Our Company, PT DNS and PT DPAL
“Group Company” : Each of our Company, PT DNS and PT DPAL
“Indonesian Subsidiaries” : PT DNS and PT DPAL
“PT DNS” : PT Deli Niaga Sejahtera
“PT DPAL” : PT Deli Pratama Angkutan Laut
OTHER CORPORATIONS, AGENCIES AND ENTITIES

“Authority” : The Monetary Authority of Singapore
“BKI” : Indonesian Classification Bureau (Biro Klasifikasi Indonesia)
“BKPM” : Indonesia Investment Coordinating Board (Badan Koordinasi

Penanaman Modal)
“CDP” : The Central Depository (Pte) Limited
“CPF” : The Central Provident Fund
“Deli International” or “DIR” : Deli International Resources Pte. Ltd.
“DGMC” : Directorate General of Minerals and Coal
“Ever Grace” : Ever Grace International Trading Limited
“HBA” : Harga Batubara Acuan, an index promulgated by the

Indonesian Ministry of Energy and Mineral Resources
“IACS” : International Association of Classification Societies
“IFA” or “Xandar Capital” : Xandar Capital Pte. Ltd.
“MEMR” : Indonesian Minister of Energy and Mineral Resources (Menteri

Energi dan Sumber Daya Mineral)
“MOLHR” : The Minister of Law and Human Rights of the Republic of

Indonesia
“MoT” : The Minister of Transportation of the Republic of Indonesia
“NK” : Nippon Kaiji Kyokai
“PT AJE” : PT Angsana Jaya Energi
“PT AMJ” : PT Akbar Mitra Jaya
6
DEFINITIONS
“PT DAY” : PT Daidan Aditama Yaksa
“PT DIS” : PT Deli Indonesia Sejahtera
“PT Geo Mineral” : PT Geo Mineral Trading
“PT KNG” : PT Karya Niaga Gemilang
“PT MMPJ” : PT Megah Mulia Persada Jaya
“PT PCN” : PT Prolindo Cipta Nusantara
“PT PSB” : PT Prima Sarana Bahari
“PT SAMU” : PT Sumber Alam Makmur Utama
“PT SDJ” : PT Sungai Danau Jaya
“PT SKC” : PT Sarolangun Ketalo Coal
“PT TBR” : PT Tanah Bumbu Resources
“PT TM” : PT Tantra Mining Development
“QIA” : Quattuor Isla Associates Pte. Ltd.
“R&P” : Roosdiono & Partners
“Receiving Bank” : United Overseas Bank Limited
“RID” : Resources International Development Pte. Ltd. (formerly known

as Borneo Resources International Pte. Ltd.)
“SGX-ST” : Singapore Exchange Securities Trading Limited
“SIC” : Securities Industry Council
“UOBKH” or “Placement Agent” : UOB Kay Hian Private Limited
“ZICO Capital” or “Sponsor and : ZICO Capital Pte. Ltd.

Issue Manager”
GENERAL
“1H” : Half year ended or ending 30 June, as the case may be
“AGM” : Annual general meeting of our Company
“Application Form” : The printed application form to be used for the purpose of the
Placement and which form part of this Offer Document
“Application List” : The list of applications for subscription of the Placement Shares
“Associate” : (a) in relation to any director, chief executive officer,

substantial shareholder or controlling shareholder (being
an individual) means:
(i) his immediate family;
7
DEFINITIONS
(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
30.0% or more; 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
30.0% or more
“Associated Company” : In relation to a corporation, means:
(a) any corporation in which the corporation or its subsidiary

has, or the corporation and its subsidiary together have, a
direct interest in voting shares of not less than 20.0% but
not more than 50.0% of the total votes attached to all the
voting shares in the corporation; or
(b) any corporation, other than a subsidiary of the

corporation or a corporation which is an associated
company by virtue of paragraph (a), the policies of
which the corporation or its subsidiary, or the corporation
together with its subsidiary, is or are able to control or
influence materially
“Audit Committee” : The audit committee of our Company as at the date of this Offer
Document, unless otherwise stated
“Award” : An award of Shares granted under the RGD PSP
“Award Shares” : The Shares which may be issued or transferred upon the
vesting of the share awards granted pursuant to the RGD PSP
“Board” or “Board of Directors” : The board of Directors of our Company as at the date of this
Offer Document, unless otherwise stated
“Catalist” : The sponsor-supervised listing platform of the SGX-ST
“Catalist Rules” : The SGX-ST Listing Manual Section B: Rules of Catalist, as

may be amended, supplemented or modified from time to time
“CEO” : Chief Executive Officer
“CFO” : Chief Financial Officer
“Coal Shipping Services” : has the meaning set out in the section entitled “General
Information on our Group – Our Business” of this Offer
Document
“Coal Trading Business” : has the meaning set out in the section entitled “General
Information on our Group – Our Business” of this Offer
Document
8
DEFINITIONS
“Code of Corporate Governance” : Code of Corporate Governance issued by the Authority on 6

August 2018, as amended, supplemental or modified from time
to time
“Companies Act” : The Companies Act (Chapter 50) of Singapore, as amended,

modified or supplemented from time to time
“Constitution” : The constitution of our Company
“Controlling Shareholder” : As defined in the Catalist Rules:
(a) a person who holds directly or indirectly 15.0% or more

of the nominal amount of all the voting shares in our
Company (unless otherwise determined by the SGX-ST);
or
(b) a person who in fact exercises control over our Company
“COO” : Chief Operating Officer
“DGST” : The Directorate General of Sea Transportation of the Ministry of

Transportation of the Republic of Indonesia
“Directors” : The directors of our Company as at the date of this Offer

“EGM” : Extraordinary general meeting of the Company
“Entity at Risk” : (a) our Company;
(b) a subsidiary of our Company that is not listed on the

SGX-ST or an approved exchange; or
(c) an associated company of our Company that is not listed

on the SGX-ST or an approved exchange, provided that
our Group or our Group and our Interested Person(s),
has control over the associated company
“EPS” : Earnings per Share
“Executive Directors” : The executive Directors of our Company as at the date of this
Offer Document, unless otherwise stated
“Executive Officers” : The executive officers of our Group as at the date of this Offer
“FY” : Financial year ended or ending 31 December, as the case may

be
“GST” : Goods and Services Tax
“ICI” : Indonesian Coal Index
“Independent Directors” : The independent Directors of our Company as at the date of

this Offer Document, unless otherwise stated
“Indonesia” : The Republic of Indonesia
9
DEFINITIONS
“Interested Person” : (a) a Director, CEO or Controlling Shareholder of our

Company; or
(b) an Associate of any such Director, CEO or Controlling

Shareholder
“Interested Person Transaction” : A transaction between an Entity at Risk and an Interested

Person
“IPT General Mandate” : has the meaning set out in the section entitled “Interested
Person Transactions – General Mandate for Interested Person
Transactions” of this Offer Document
“IUP-OPK” : Izin Usaha Pertambangan Operasi Produksi Khusus,

Specific Operation Production Mining Business Licence for
transportation and trading of coal
“Latest Practicable Date” : 17 December 2019, being the latest practicable date prior to the
lodgement of this Offer Document with the SGX-ST acting as
agent on behalf of the Authority
“Listing” : The listing of our Company and the quotation of all our Shares
on Catalist
“Management and Sponsorship : The management and sponsorship agreement dated

Agreement” 14 January 2020 entered into between our Company and ZICO
Capital, pursuant to which ZICO Capital agreed to manage
and sponsor the Listing, details of which are described in the
section entitled “Management, Sponsorship and Placement
Arrangements – Management and Sponsorship Agreement” of
this Offer Document
“Mandated Interested Persons” : has the meaning set out in the section entitled “Interested
Person Transactions – General Mandate for Interested Person
“Mandated Interested Person : has the meaning set out in the section entitled “Interested
Transactions” Person Transactions – General Mandate for Interested Person
“Market Day” : A day on which the SGX-ST is open for trading in securities
“NAV” : Net asset value
“Nominating Committee” : The nominating committee of our Company as at the date of

“NTA” : Net tangible assets
“Offer Document” : This offer document dated 14 January 2020 issued by our
Company in respect of the Placement
“Options” : The share options which may be granted by our Company

pursuant to the RGD ESOS
“Option Shares” : The new Shares which may be allotted and issued and/or
transferred upon the exercise of the Options granted pursuant to
the RGD ESOS
10
DEFINITIONS
“PBT” : Profit before tax
“PER” : Price earnings ratio
“Period Under Review” : The period which comprises FY2016, FY2017, FY2018 and
1H2019
“Placement” : The placement of the Placement Shares by the Placement

Agent on behalf of our Company for subscription at the
Placement Price, subject to and on the terms and conditions set
out in this Offer Document
“Placement Agreement” : The placement agreement dated 14 January 2020 entered

into between our Company and UOBKH, pursuant to which
UOBKH agreed to subscribe for or procure subscribers for
the Placement Shares, details of which are described in the
section entitled “Management, Sponsorship and Placement
Arrangements – Placement Agreement” of this Offer Document
“Placement Price” : S$0.20 for each Placement Share
“Placement Shares” : The 15,000,000 Shares which are the subject of the Placement
“Pro Forma Financial Information” : Comprises the “Unaudited Pro Forma Combined Financial
Information of Resources Global Development Limited and its
Subsidiaries for the Financial Year ended 31 December 2018
and Financial Period from 1 January 2019 to 30 June 2019” as
set out in Appendix C of this Offer Document
“PT DBS Loan” : The IDR 80.0 billion loan facility extended from PT Bank DBS
Indonesia, pursuant to a loan agreement dated 17 September
2019. The PT DBS Loan has a 3-year tenure, is unsecured and
carries an interest of 8.0% per annum
“PT DIS Loan” : The IDR 80.0 billion loan facility extended from PT DIS to PT
DPAL, pursuant to a loan agreement dated 15 May 2019, as
amended and supplemented by the addendum to the PT DIS
Loan Agreement (as defined herein) on 25 June 2019. Further
details of the PT DIS Loan are described in the section entitled
“Interested Person Transactions – Past Interested Person
“PT DPAL Shareholders’ : has the meaning set out in the section entitled “Restructuring
Agreement” Exercise” of this Offer Document
“Reclassification” : has the meaning set out in section entitled “General Information
on our Group – Classification” of this Offer Document
“Relevant Period” : Period Under Review and for the period from 1 July 2019 up to
the Latest Practicable Date
“Remuneration Committee” : The remuneration committee of our Company as at the date of

“Restructuring Exercise” : The corporate restructuring exercise undertaken in connection

with the Listing, as described in the section entitled
“Restructuring Exercise” of this Offer Document
11
DEFINITIONS
“RGD ESOS” : The RGD Employee Share Option Scheme, the terms of which
are set out in Appendix J of this Offer Document
“RGD PSP” : The RGD Performance Share Plan, the terms of which are set
out in Appendix K of this Offer Document
“Securities Account” : The securities account maintained by a Depositor with CDP but
does not include a securities sub-account
“Service Agreements” : The service agreements entered into between our Company
and each of our Executive Directors, being Mr Lee Yaw Loong
Francis and Mr Salim Limanto, as set out in the section entitled
“Directors, Executive Officers and Employees – Service
Agreements” of this Offer Document
“SFA” : The Securities and Futures Act (Chapter 289) of Singapore, as

amended, modified or supplemented from time to time
“SFR” : The Securities and Futures (Offers of Investments) (Securities

and Securities-based Derivatives Contracts) Regulations 2018
of Singapore, as amended, modified or supplemented from time
to time
“SGXNET” : The corporate announcement system maintained by the

SGX-ST for the submission of announcements by listed
companies
“Share(s)” : Ordinary share(s) in the capital of our Company
“Shareholder(s)” : Registered holder(s) of Share(s), except where the registered

holder is CDP, the term “Shareholders” shall, in relation to such
Shares, mean the Depositors whose Securities Accounts are
credited with Shares
“Share Split” : The sub-division of 3,000,000 Shares in the capital of our

Company into 75,000,000 Shares, which was effected on 23
December 2019
“SIUPAL” : Surat Izin Usaha Pengangkutan Air Laut, the Business Licence
for Shipping Companies
“SIUP-M” : Surat Izin Usaha Perdagangan Menengah, the Medium Scale

Trade Business Licence
“Substantial Shareholder” : A person who has an interest in our Shares, the total votes
attached to which is not less than 5.0% of the total votes
attached to all the voting shares of the Company
CURRENCIES, UNITS AND OTHERS

“IDR” or “Rp” : Indonesian Rupiah, the lawful currency of the Republic of
Indonesia
“kcal” : Kilocalorie
“kg” : Kilogramme
“sq m” : Square metres
12
DEFINITIONS
“S$” and “cents” : Singapore dollars and cents, respectively, the lawful currency of
the Republic of Singapore
“US$” and “US cents” : United States dollars and cents, respectively, the lawful currency
of the United States of America
“%” or “per cent.” : Per centum or percentage
The expressions “Depositor”, “Depository Agent” and “Depository Register” shall have the meanings
ascribed to them respectively in Section 81SF of the SFA.
The term “subsidiary” shall have the meaning ascribed to it in the Companies Act.
Words importing the singular shall, where applicable, include the plural and vice versa and words
importing the masculine gender shall, where applicable, include the feminine and neuter genders and
vice versa. References to persons shall include corporations.
Any reference in this Offer Document and the Application Form to any statute or enactment is a reference
to that statute or enactment as for the time being amended or re-enacted. Any word defined under the
Companies Act, the SFA, the Catalist Rules or any statutory modification thereof and used in this Offer
Document and the Application Form shall, where applicable, have the meaning ascribed to it under the
Companies Act, the SFA, the Catalist Rules or any statutory modification thereof, as the case may be.
Any reference in this Offer Document and the Application Form to Shares being allotted to an applicant
includes allotment to CDP for the account of that applicant.
Any reference to a time of day in this Offer Document and the Application Form shall be a reference to
Singapore time, unless otherwise stated.
References in this Offer Document to “our Group”, “we”, “our”, and “us” or any other grammatical
variations thereof shall unless otherwise stated, mean our Company, our Group or any member of our
Group, as the context requires.
Any discrepancies in the tables included herein between the listed amounts and the totals thereof are due
to rounding. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of
the figures which precede them. Where applicable, figures and percentages are rounded off.
Any information on our website or any website directly or indirectly linked to such website does not form
part of this Offer Document and should not be relied upon by any applicant for our Placement Shares.
13
GLOSSARY OF TECHNICAL TERMS
To facilitate a better understanding of the business of our Group, the following glossary contains certain
technical terms, and in some instances abbreviations, and its corresponding explanations used by us in
this Offer Document and in connection with our Group and our business. The terms, abbreviations and
their assigned meanings may not correspond to standard industry or common meanings, as the case
may be, or usage of these terms.
“barge” : A flat bottomed steel vessel used for the transportation of cargo,
usually propelled or pushed by another vessel
“bhp” or “hp” : Brake horse power or horse power, a measure of engine power
“bulk carrier” or : A type of merchant ship specially designed to transport bulk cargo
“mother vessel”
“dry-dock” : A dry-dock is a narrow dock that can be flooded to allow a vessel to

be floated in, then drained to allow the vessel to come to rest on a dry
platform. Dry-docks are used for the construction, maintenance and
repair of ships, boats and other watercraft
“dry-docking” : Refers to the process by which a vessel manoeuvres into and comes
to rest in the dry-dock
“dwt” : Deadweight tonnes, one dwt equals 1,000 kilogrammes and is a

measure of the total load which a ship can carry
“free on board” or “FOB” : An agreed term of coal sale where the coal is delivered by the seller
to the point of shipment, which include (i.e. FOB barge) or mother
vessel (i.e. FOB mother vessel). The buyer arranges and pays for the
transportation (and insurance thereof) of the coal. The responsibility
of the seller ceases when the coal is delivered to the agreed point of
shipment
“handymax” : A type of bulk carrier with a size less than 60,000 dwt
“tugboat” : A type of vessel with powerful engines to manoeuvre other vessels by

way of a towline
“vessels” : Means the tugboats and bulk carrier collectively
14
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
All statements contained in this Offer Document, statements made in press releases and oral statements
that may be made by us or our Directors, Executive Officers, employees or authorised persons acting
on our behalf, that are not statements of historical fact, constitute “forward-looking statements”. You
can identify some of these forward-looking statements by terms such as “expects”, “believes”, “plans”,
“intends”, “predicts”, “estimates”, “anticipates”, “may”, “will”, “would”, and “could” or similar words and
phrases. However, you should note that these words are not the exclusive means of identifying forward-
looking statements. All statements regarding our expected financial position, trend information, business
strategies, plans and prospects are forward-looking statements.
These forward-looking statements, including without limitation, statements as to:
(a) our revenue and profitability;
(b) expected growth in demand;
(c) our cost measures;
(d) expected industry trends and development;
(e) anticipated expansion plans; and
(f) other matters discussed in this Offer Document regarding matters that are not historical fact,
are only predictions. These forward-looking statements involve known and unknown risks, uncertainties
and other factors that may cause our actual results, performance or achievements to be materially
different from any future results, performance or achievements expected, expressed or implied by these
forward-looking statements. These risks, uncertainties and other factors include, among others:
(i) changes in political, social, economic and stock or securities market conditions, and the regulatory
environment in Indonesia in which we conduct business or other countries in which we may expect
to conduct business;
(ii) the risk that we may be unable to execute or implement our business strategies and future plans;
(iii) changes in inflation, currency exchange rates or interest rates;
(iv) our inability to realise our anticipated growth strategies and expected internal growth;
(v) changes in the availability and prices of materials which we require to operate our business;
(vi) changes in customer preferences or requirements;
(vii) changes in competitive conditions and our ability to compete under such conditions;
(viii) changes in our future capital needs and the availability of financing and capital to fund such needs;
(ix) war or acts of international or domestic terrorism;
(x) occurrences of catastrophic events, natural disasters and acts of God that affect our business;
(xi) other factors beyond our control; and
(xii) the risk factors described in the section entitled “Risk Factors” of this Offer Document.
15
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some of these factors are discussed in greater detail in this Offer Document, in particular, but not limited
to the discussions under the sections entitled “Risk Factors”, “Management’s Discussion and Analysis of
Results of Operations and Financial Position” and “General Information on our Group – Trend Information”
of this Offer Document. All forward-looking statements made by or attributable to us, our Directors, our
Executive Officers or our employees or authorised persons acting on our behalf, contained in this Offer
Document are expressly qualified in their entirety by such factors. These forward-looking statements are
applicable only as of the date of this Offer Document.
Given the risks and uncertainties that may cause our actual future results, performance or achievements
to be materially different from that expected, expressed or implied by the forward-looking statements in
this Offer Document, undue reliance must not be placed on these statements which apply only as at the
date of this Offer Document. Neither our Company, the Sponsor and Issue Manager, and the Placement
Agent nor any other person represents or warrants that our Group’s actual future results, performance or
achievements will be as discussed in those statements. Our Company, the Sponsor and Issue Manager,
and the Placement Agent disclaim any responsibility to update any of those forward-looking statements
or publicly announce any revisions to those forward-looking statements to reflect future developments,
events or circumstances for any reason, even if new information becomes available or other events occur
in the future.
We are, however, subject to the provisions of the SFA, the SFR and the Catalist Rules regarding
corporate disclosure. In particular, pursuant to Section 241 of the SFA, if after the registration of this
Offer Document but before the close of the Placement, our Company becomes aware of (a) a false or
misleading statement or matter in this Offer Document; (b) an omission from this Offer Document of any
information that should have been included in it under Section 243 of the SFA; or (c) a new circumstance
that has arisen since this Offer Document was lodged with the SGX-ST acting as agent on behalf of the
Authority and would have been required by Section 243 of the SFA to be included in this Offer Document,
if it had arisen before this Offer Document was lodged and it is materially adverse from the point of view
of an investor, we may, in consultation with the Sponsor and Issue Manager, and the Placement Agent,
lodge a supplementary or replacement offer document with the SGX-ST acting as agent on behalf of the
Authority.
Where such changes occur and are material or are required to be disclosed by law, we will comply with
the relevant provisions of the SFA and the Catalist Rules and make an announcement of the same to the
SGX-ST and the public and, if required, lodge a supplementary or replacement offer document with the
SGX-ST acting as agent on behalf of the Authority pursuant to the SFA. All applicants should take note of
any such announcement, or supplementary or replacement offer document and, upon the release of the
same, shall be deemed to have notice of such changes.
16
SELLING RESTRICTIONS
General
This Offer Document does not constitute an offer, solicitation or invitation to subscribe for the Placement
Shares in any jurisdiction in which such offer, solicitation or invitation is unlawful or is not authorised or
to any person to whom it is unlawful to make such offer, solicitation or invitation. No action has been
or will be taken under the requirements of the legislation or regulations of, or of the legal or regulatory
requirements of any jurisdiction, except for the lodgement and/or registration of this Offer Document in
Singapore in order to permit a public offering of the Placement Shares and the public distribution of this
Offer Document in Singapore. The distribution of this Offer Document and the offering of the Placement
Shares in certain jurisdictions may be restricted by the relevant laws in such jurisdictions. Persons who
may come into possession of this Offer Document are required by our Company, the Sponsor and Issue
Manager, and the Placement Agent to inform themselves about, and to observe and comply with, any
such restrictions at their own expense and without liability to our Company, the Sponsor and Issue
Manager, and the Placement Agent.
Persons to whom a copy of this Offer Document has been issued shall not circulate to any other
person, reproduce or otherwise distribute this Offer Document or any information herein for any purpose
whatsoever nor permit or cause the same to occur.
Indonesia
Referring to the definition of “public offering” under Law No. 8 of 1995 on Capital Markets, the Placement
does not constitute a public offering in Indonesia. Neither this Offer Document nor any copy hereof may
be distributed in Indonesia or to any Indonesian citizens wherever they are domiciled or to Indonesian
residents except in compliance with applicable Indonesian capital market laws and regulations.
The Placement Shares have not been registered with the Financial Services Authority (Otoritas Jasa
Keuangan) pursuant to relevant capital market laws and regulations, and may not be offered or sold
within the territory of Indonesia or to Indonesian citizens through a public offering or in circumstances
which constitute an offer within the meaning of the Indonesian capital market laws and regulations.
17
DETAILS OF THE PLACEMENT
LISTING ON CATALIST
The Sponsor and Issue Manager has made an application to the SGX-ST for permission to deal in, and
for the listing and quotation of, all our Shares already issued, the Placement Shares, the Option Shares
and the Award Shares on Catalist. The dealing in, and the listing and quotation of, our existing issued
Shares, the Placement Shares, the Option Shares and the Award Shares will be in Singapore dollars.
Companies listed on Catalist may carry higher investment risk when compared with larger or more
established companies listed on the Main Board of the SGX-ST. In particular, companies may list on
Catalist without a track record of profitability and there is no assurance that there will be a liquid market
in the shares or units of shares traded on Catalist. You should be aware of the risks of investing in such
companies and should make the decision to invest only after careful consideration and, if appropriate,
consultation with your professional adviser(s).
The Placement is made in or accompanied by this Offer Document that has been registered by the
SGX-ST acting as agent on behalf of the Authority. We have not lodged or registered this Offer Document
in any other jurisdiction.
Neither the Authority nor the SGX-ST has examined or approved the contents of this Offer Document.
Neither the Authority nor the SGX-ST assumes any responsibility for the contents of this Offer Document,
including the correctness of any of the statements or opinions made or reports contained in this Offer
Document. The SGX-ST does not normally review the application for admission to Catalist but relies on
the Sponsor and Issue Manager confirming that our Company is suitable to be listed on Catalist and
complies with the Catalist Rules. Neither the Authority nor the SGX-ST has in any way considered the
merits of the Placement Shares being offered for investment.
Admission to Catalist is not to be taken as an indication of the merits of the Placement, our Company,
our subsidiaries, our existing issued Shares, the Placement Shares, the Option Shares and the Award
Shares.
The registration of this Offer Document by the SGX-ST acting as agent on behalf of the Authority, does
not imply that the SFA, or any other legal or regulatory requirements, or requirements under the SGX-
ST’s listing rules, have been complied with.
Acceptance of applications will be conditional upon, inter alia, the issue of the Placement Shares and
permission being granted by the SGX-ST to deal in, and for the listing and quotation of, all our existing
issued Shares, the Placement Shares, the Option Shares and the Award Shares on Catalist. 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, if the admission and listing do not proceed, and you
will not have any claims against us, the Sponsor and Issue Manager, and the Placement Agent.
After the expiration of six (6) months from the date of registration of this Offer Document, no person shall
make an offer of securities, or allot, issue or sell any of our Shares, on the basis of this Offer Document;
and no officer or equivalent person or promoter of our Company will authorise or permit the offer of any
of our Shares or the allotment, issue or sale of any of our Shares, on the basis of this Offer Document.
We are subject to the provisions of the SFA, the SFR and the Catalist Rules regarding corporate
disclosure. In particular, pursuant to Section 241 of the SFA, if after this Offer Document is registered but
before the close of the Placement, we become aware of:
(a) a false or misleading statement in this Offer Document;
(b) an omission from this Offer Document of any information that should have been included in it under
Section 243 of the SFA; or
(c) a new circumstance that has arisen since this Offer Document was lodged with the SGX-ST acting
as agent on behalf of the Authority and which would have been required by Section 243 of the SFA
to be included in this Offer Document, if it had arisen before this Offer Document was lodged,
18
and that is materially adverse from the point of view of an investor, we may lodge a supplementary or
replacement offer document with the SGX-ST acting as agent on behalf of the Authority pursuant to
Section 241 of the SFA.
In the event that a supplementary or replacement offer document is lodged with the SGX-ST, acting
as agent on behalf of the Authority, the Placement shall be kept open for at least 14 days after the
lodgement of such supplementary or replacement offer document.
Where prior to the lodgement of the supplementary or replacement offer document, applications have
been made under this Offer Document to subscribe for the Placement Shares and:
(a) where the Placement Shares have not been issued to the applicants, we shall either:
(i) within two (2) days (excluding any Saturday, Sunday or public holiday) from the date of
lodgement of the supplementary or replacement offer document, give the applicants notice in
writing of how to obtain, or arrange to receive, a copy of the supplementary or replacement
offer document, as the case may be, and provide the applicants with an option to withdraw
their applications, and take all reasonable steps to make available within a reasonable period
the supplementary or replacement offer document, as the case may be, to the applicants
who have indicated they wish to obtain, or who have arranged to receive, a copy of the
supplementary or replacement offer document;
(ii) within seven (7) days from the date of lodgement of the supplementary or replacement offer
document, give the applicants the supplementary or replacement offer document, as the
case may be, and provide the applicants with an option to withdraw their applications; or
(iii) treat the applications as withdrawn and cancelled, in which case the applications shall be
deemed to have been withdrawn and cancelled, and we shall, within seven (7) days from the
date of lodgement of the supplementary or replacement offer document, pay the applicants
all monies the applicants have paid on account of their applications for the Placement
Shares without interest or any share of revenue or other benefit arising therefrom and at the
applicant’s own risk and the applicants shall not have any claim against us, the Sponsor and
Issue Manager, and the Placement Agent; or
(b) where the Placement Shares have been issued to the applicants, we shall either:
(i) within two (2) days (excluding any Saturday, Sunday or public holiday) from the date of
lodgement of the supplementary or replacement offer document, give the applicants notice
in writing of how to obtain, or arrange to receive, a copy of the same and provide the
applicants with an option to return to us the Placement Shares which they do not wish to
retain title in, and take all reasonable steps to make available within a reasonable period
the supplementary or replacement offer document, as the case may be, to the applicants
who have indicated they wish to obtain, or who have arranged to receive, a copy of the
supplementary or replacement offer document;
(ii) within seven (7) days from the date of lodgement of the supplementary or replacement offer
document, give the applicants the supplementary or replacement offer document, as the
case may be, and provide the applicants with an option to return to us the Placement Shares
which they do not wish to retain title in; or
(iii) treat the issue of the Placement Shares as void, in which case the issue shall be deemed
void and we shall within seven (7) days from the date of lodgement of the supplementary
or replacement offer document, pay the applicants all monies the applicants have paid
on account of their applications for the Placement Shares without interest or any share of
revenue or other benefit arising therefrom and at the applicant’s own risk and the applicants
shall not have any claim against us, the Sponsor and Issue Manager, and the Placement
Agent.
19
An applicant who wishes to exercise his option under paragraph (a)(i) or (ii) to withdraw his application
shall, within 14 days from the date of lodgement of the supplementary or replacement offer document,
notify us of this, whereupon we shall, within seven (7) days from the receipt of such notification, pay to
him all monies paid by him on account of his application for the Placement Shares without interest or any
share of revenue or other benefit arising therefrom and at the applicant’s own risk and the applicant shall
not have any claim against us, the Sponsor and Issue Manager, and the Placement Agent.
An applicant who wishes to exercise his option under paragraph (b)(i) or (ii) to return the Placement
Shares issued to him shall, within 14 days from the date of lodgement of the supplementary or
replacement offer document, notify us of this and return all documents, if any, purporting to be evidence
of title to those Placement Shares, to us, whereupon we shall, within seven (7) days from the receipt of
such notification and documents, if any, pay to him all monies paid by him for those Placement Shares
without interest or any share of revenue or other benefits arising therefrom and at his own risk, and the
issue of those Placement Shares shall be deemed to be void, and he shall not have any claim against us,
the Sponsor and Issue Manager, and the Placement Agent.
Pursuant to Section 242 of the SFA, the Authority may, in certain circumstances, issue a stop order
(the “Stop Order”) to our Company, directing that no Shares or no further Shares to which this Offer
Document relates be allotted or issued. Such circumstances will include a situation where this Offer
Document (i) contains any statement or matter which, in the Authority’s opinion, is false or misleading; (ii)
omits any information that should have been included in it under the SFA; (iii) does not, in the Authority’s
opinion, comply with the requirements of the SFA; or (iv) the Authority is of the opinion that it is in the
public interest to do so.
In the event that the Authority issues a Stop Order and applications to subscribe for the Placement
Shares have been made prior to the Stop Order, then:
(a) where the Placement Shares have not been issued to the applicants, the applications for the
Placement Shares shall be deemed to have been withdrawn and cancelled and we shall, within 14
days from the date of the Stop Order, pay to the applicants all monies the applicants have paid on
account of their applications for the Placement Shares; or
(b) where the Placement Shares have been issued to the applicants, the issue of the Placement
Shares shall be deemed to be void and we shall, within 14 days from the date of the Stop Order,
pay to the applicants all monies paid by them for the Placement Shares.
Where monies are to be returned to applicants for the Placement Shares, they shall be paid to the
applicants without any interest or share of revenue or benefit arising therefrom at the applicants’ own
risk, and the applicants will not have any claim against us, the Sponsor and Issue Manager, and the
Placement Agent.
This Offer Document has been seen and approved by our Directors and they collectively and individually
accept full responsibility for the accuracy of the information given in this Offer Document and confirm
after making all reasonable enquiries, that to the best of their knowledge and belief, this Offer Document
constitutes full and true disclosure of all material facts about the Placement and our Group, and our
Directors are not aware of any facts, the omission of which would make any statement in this Offer
Document misleading. Where information in this Offer Document has been extracted from published
or otherwise publicly available sources or obtained from a named source, the sole responsibility of our
Directors has been to ensure that such information has been accurately and correctly extracted from
those sources and/or reproduced in this Offer Document in its proper form and context.
Neither our Company, the Sponsor and Issue Manager, the Placement Agent nor any other parties
involved in the Placement 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 Offer Document should be considered as being business, legal or tax advice regarding
an investment in our Shares. Each prospective investor should consult his own legal, financial, tax or
other professional adviser(s) regarding an investment in our Shares.
20
The Placement Shares are offered for subscription solely on the basis of the information contained and
the representations made in this Offer Document.
No person has been or is authorised to give any information or to make any representation not contained
in this Offer Document in connection with the Placement and, if given or made, such information or
representation must not be relied upon as having been authorised by us, the Sponsor and Issue
Manager, or the Placement Agent. Neither the delivery of this Offer Document, the Application Form nor
any document relating to the Placement, nor the Placement shall, under any circumstances, constitute
a continuing representation or create any suggestion or implication that there has been no change in
the affairs of our Company or our subsidiaries or in any statement of fact or information contained in
this Offer Document since the date of this Offer Document. Where such changes occur and are material
or are required to be disclosed by law, the SGX-ST and/or any other regulatory or supervisory body
or agency, we will promptly make an announcement of the same to the SGX-ST and the public, and
if required under the SFA, a supplementary or replacement offer document will be issued and made
available to the public after a copy thereof has been lodged with the SGX-ST acting as agent on behalf
of the Authority and will comply with the requirements of the SFA and/or any requirements of the SGX-ST
and/or the Authority. All applicants should take note of any such announcement and/or supplementary or
replacement offer document and, upon the release of such an announcement and/or supplementary or
replacement offer document, shall be deemed to have notice of such changes.
Save as expressly stated in this Offer Document, nothing herein is, or may be relied upon as, a promise
or representation as to the future performance or policies of our Company or our subsidiaries.
This Offer Document has been prepared solely for the purpose of the Placement and may not be relied
upon by any persons other than the applicants in connection with their application for the Placement
Shares or for any other purpose.
This Offer Document does not constitute an offer, solicitation or invitation to subscribe for the
Placement Shares in any jurisdiction in which such offer, solicitation or invitation is unlawful
or is not authorised or to any person to whom it is unlawful to make such offer, solicitation or
invitation.
Notification under Section 309B of the SFA: The Shares are prescribed capital market products
(as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and Excluded
Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products
and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).
Copies of this Offer Document and the Application Form may be obtained on request, subject to
availability, during office hours from:
ZICO Capital Pte. Ltd. UOB Kay Hian Private Limited

8 Robinson Road 8 Anthony Road
#09-00 ASO Building #01-01
Singapore 048544 Singapore 229957
An electronic copy of this Offer Document is also available on the SGX-ST website at http://www.sgx.com.
The Application List will open immediately upon the registration of this Offer Document by the
SGX-ST acting as agent on behalf of the Authority (“Registration”) and will remain open until
12.00 noon on 29 January 2020 or for such further period or periods as our Directors may, in
consultation with the Sponsor and Issue Manager, and the Placement Agent, in their absolute
discretion decide, subject to any limitation under all applicable laws and regulations. In the event
a supplementary or replacement offer document is lodged with the SGX-ST acting as agent
on behalf of the Authority, the Application List will remain open for at least 14 days after the
lodgement of the supplementary or replacement offer document.
Details of the procedures for applications to subscribe for the Placement Shares are described under
Appendix L entitled “Terms, Conditions and Procedures for Applications and Acceptance” of this Offer
Document.
21
INDICATIVE TIMETABLE FOR LISTING
An indicative timetable for the Placement and trading of our Shares is set out below for reference of
applicants:
Indicative Time and Date Event
29 January 2020 at 12.00 noon Close of Application List

31 January 2020 at 9.00 a.m. Commence trading on a “ready” basis
4 February 2020 Settlement date for all trades done on a “ready” basis
The above timetable is only indicative as it assumes that the date of closing of the Application List is
29 January 2020, the date of admission of our Company to Catalist is 31 January 2020, the SGX-ST’s
shareholding spread requirement will be complied with, and the Placement Shares will be allotted, issued
and fully paid-up prior to 31 January 2020. The actual date on which our Shares will commence
trading on a “ready” basis will be announced when it is confirmed by the SGX-ST.
The above timetable and procedures may be subject to such modification as the SGX-ST may, in its
absolute discretion, decide, including the decision to permit commencement of trading on a “ready” basis
and the commencement date of such trading.
We, with the agreement of the Sponsor and Issue Manager, and the Placement Agent, may at our
discretion, subject to all applicable laws and regulations and the Catalist Rules, agree to extend or
shorten the period during which the Placement is open.
In the event of any changes in the close of the Application List or the time period during which the
Placement is open, we will publicly announce the same:
(i) through a SGXNET announcement to be posted on the internet at the SGX-ST’s website at
http://www.sgx.com; and
(ii) in a major English language newspaper in Singapore.
We will publicly announce details of the results of the Placement (including the level of
subscription for the Placement Shares), as soon as it is practicable after the close of the
Application List through the channels described in (i) and (ii) above.
Investors should consult the SGX-ST’s announcement on the “ready” trading date released on the
SGX-ST’s website, http://www.sgx.com or the newspapers, or check with their brokers on the date
on which trading on a “ready” basis will commence.
22
PLAN OF DISTRIBUTION
The Placement comprises 15,000,000 Placement Shares.
Prior to the Placement, there has been no public market for our Shares. The Placement Price is
determined by us in consultation with the Sponsor and Issue Manager, and the Placement Agent after
taking into consideration, inter alia, prevailing market conditions and the estimated market demand for the
Placement Shares determined through a book-building process. The Placement Price is the same for all
Placement Shares and is payable in full on application.
Subject to the terms and conditions set forth in the Management and Sponsorship Agreement entered
into between us and ZICO Capital as set out in the section entitled “Management, Sponsorship and
Placement Arrangements – Management and Sponsorship Agreement” of this Offer Document, we have
appointed ZICO Capital as the Sponsor and Issue Manager to sponsor and manage the Placement. ZICO
Capital will receive a management fee for its services rendered in connection with the Listing.
Subject to the terms and conditions set forth in the Placement Agreement entered into between us and
UOBKH as set out in the section entitled “Management, Sponsorship and Placement Arrangements
– Placement Agreement” of this Offer Document, we have appointed UOBKH to subscribe for and/or
procure subscription for the Placement Shares.
PLACEMENT SHARES
The Placement Shares are reserved for placement to retail and institutional investors who may apply
through their brokers or financial institutions. Applications for the Placement Shares may only be made by
way of printed Application Forms or other such forms of application as the Sponsor and Issue Manager,
and the Placement Agent deem appropriate. The terms, conditions and procedures for application and
acceptance are described in Appendix L entitled “Terms, Conditions and Procedures for Applications and
Acceptance” of this Offer Document.
Subscribers of the Placement Shares may be required to pay a brokerage of up to 1.0% of the Placement
Price (and the prevailing GST thereon, if applicable) to the Placement Agent or any sub-placement agent
that may be appointed by the Placement Agent.
Subscription for Placement Shares

To the best of our knowledge and belief, none of our Directors or Substantial Shareholders intends to
subscribe for the Placement Shares pursuant to the Placement. If such person(s) were to make an
application for the Placement Shares and are subsequently allotted such number of Placement Shares,
we will make the necessary announcements at an appropriate time.
To the best of our knowledge and belief, none of the Executive Officers or employees intends to
subscribe for more than 5.0% of the Placement Shares in the Placement.
To the best of our knowledge and belief, as at the date of this Offer Document, we are not aware of any
person who intends to subscribe for more than 5.0% of the Placement Shares.
However, through a book-building process to assess market demand for our Shares, there may be
person(s) who may indicate an interest to subscribe for Shares amounting to more than 5.0% of the
Placement Shares. If such person(s) were to make an application for Shares amounting to more than
5.0% of the Placement Shares and are subsequently allotted and issued such number of Shares, we will
make the necessary announcements at an appropriate time. The final allotment and issuance of Shares
will be made in accordance with the shareholding spread and distribution guidelines as set out in the
Rule 406 of the Catalist Rules.
No Shares shall be allotted and issued on the basis of this Offer Document later than six (6) months after
the date of registration of this Offer Document by the SGX-ST acting as agent on behalf of the Authority.
23
OFFER DOCUMENT SUMMARY
The following summary highlights certain information found in greater detail elsewhere in this Offer
Document and should be read in conjunction with the full text of this Offer Document. As it is a summary,
it does not contain all of the information that prospective investors should consider before investing in
our Shares. Prospective investors should read this entire Offer Document carefully, especially the section
entitled “Risk Factors” of this Offer Document and our financial statements and related notes of this Offer
Document, before deciding whether or not to invest in our Shares.
Under no circumstances should any information in this summary be regarded as a representation or

warranty by our Company, the Sponsor and Issue Manager and/or the Placement Agent that such
information will not change.
OUR COMPANY
Our Company (Company Registration Number 201841763M) was incorporated in Singapore on 12
December 2018 under the Companies Act as a private company limited by shares under the name
“Resources Global Development Pte. Ltd.”. On 23 December 2019, our Company was converted into a
public company and consequentially changed our name to “Resources Global Development Limited”.
Following completion of the Restructuring Exercise, our Company became the holding company of our
Group. Please refer to the section entitled “Restructuring Exercise” of this Offer Document. As at the
Latest Practicable Date, our issued and paid-up share capital is S$3,000,000 comprising 3,000,000
ordinary shares.
BUSINESS OVERVIEW
We are principally engaged in (i) the procurement and sale of coal within Indonesia (“Coal Trading
Business”); and (ii) the provision of chartering services of tugboats, barges and bulk carrier to our
customers to transport coal within the Indonesian territories (“Coal Shipping Services”).

Our Coal Trading Business is carried out through our subsidiary, PT DNS. We procure our supply of
thermal coal from coal mines located in South Kalimantan, Indonesia for domestic sales. For the Period
Under Review, our customers for our Coal Trading Business are mainly coal traders, who procure coal for
domestic end-users operating in various industries, including nickel smelting and cement manufacturing.

We operate our Coal Shipping Services through our subsidiary, PT DPAL, which covers domestic
shipping routes mainly between coal mines located in South Kalimantan to the Java and Sulawesi
islands in Indonesia. Our Coal Shipping Services comprise (i) chartering services; and (ii) transshipment
services. As at the Latest Practicable Date, PT DPAL owns a fleet of nine (9) Indonesian-flagged vessels,
comprising eight (8) tugboats (and including eight (8) accompanying barges) as well as one (1) bulk
carrier, with an aggregate estimated fleet capacity of 116,000 metric tonnes.
Please refer to the section entitled “General Information on our Group – Our Business” of this Offer
Document for further details.
OUR COMPETITIVE STRENGTHS

Our competitive strengths are:
 we have a dedicated and experienced management team with the necessary industry expertise
and proven track record
 we have an established reputation and have built long-standing relationships with our customers
within Indonesia
 we have a reliable supply of coal
24
 we have a relatively young and well-maintained fleet of vessels and barges
Please refer to the section entitled “General Information on our Group – Competitive Strengths” of this
Offer Document for further details.
PROSPECTS
Our Directors believe that the prospects of our Group are encouraging for the following reasons:
 growth in coal consumption in Indonesia
 stable outlook for coal prices in Indonesia
 increasing demand for inter-island transportation
 favourable regulations governing domestic chartering in Indonesia
Please refer to the section entitled “General Information on our Group – Prospects” of this Offer
BUSINESS STRATEGIES AND FUTURE PLANS

Our business strategies and future plans are as follows:
 expand customer base and establish direct client sale channels
 optimise, expand and vertically integrate our service offerings
 expand the range of sectors and geographical coverage of our Coal Shipping Services
 expand our business through acquisitions, joint ventures and/or strategic alliances
SUMMARY OF FINANCIAL INFORMATION

The following tables present a summary of the financial highlights of our Group and should be read in
conjunction with the section entitled “Management’s Discussion and Analysis of Results of Operations
and Financial Position” of this Offer Document and Appendices A, B and C entitled “Independent Auditor’s
Report and the Audited Combined Financial Statements of Resources Global Development Limited and
its Subsidiaries for the Financial Years ended 31 December 2016, 2017 and 2018”, “Independent Auditor’s
Review Report and Unaudited Condensed Interim Combined Financial Statements of Resources Global
Development Limited and its Subsidiaries for the Financial Period from 1 January 2019 to 30 June 2019”
and “Independent Auditor’s Assurance Report and the Compilation of Unaudited Pro Forma Combined
Financial Information of Resources Global Development Limited and its Subsidiaries for the Financial
Year ended 31 December 2018 and Financial Period from 1 January 2019 to 30 June 2019” respectively,
of this Offer Document.
The Pro Forma Financial Information has been prepared for illustrative purposes only and, because of its
nature, may not give a true picture of our Group’s actual financial position, financial performance or cash
flows.
25
Selected items from the Combined Statements of Comprehensive Income
Audited Unaudited
Pro Pro
forma forma
(S$’000) FY2016 FY2017 FY2018 FY2018 1H2018 1H2019 1H2019
Revenue 18,660 19,205 44,757 44,757 18,092 40,923 40,923

Profit before tax 4,507 2,615 4,052 3,292 2,625 576 252
Profit for the financial year/period 2,099 1,203 2,242 1,869 1,529 367 208
attributable to equity holders of the
Company
Profit/(loss) for the financial year/ 2,184 1,185 1,211 824 775 (184) (349)
period attributable to non-controlling
interests
EPS immediately before the 2.8 1.6 3.0 2.5 2.0 0.5 0.3
Placement (cents)(1)
EPS immediately after the Placement 2.3 1.3 2.5 2.1 1.7 0.4 0.2
(cents)(2)
Notes:
(1) For comparative purposes, the EPS immediately before the Placement for the Period Under Review has been computed
based on the profit attributable to equity holders of the Company and our share capital of 75,000,000 Shares immediately
before the Placement.
(2) For comparative purposes, the EPS immediately after the completion of the Placement for the Period Under Review has
been computed based on the profit attributable to equity holders of the Company and our share capital of 90,000,000 Shares
immediately after the Placement.
Selected items from the Combined Statements of Financial Position
Audited Unaudited
Pro Forma Pro Forma
As at 31 As at 31 As at 31 as at 31 As at 30 as at 30
December December December December June June
(S$’000) 2016 2017 2018 2018 2019 2019
Non-current assets 16,925 14,987 14,528 35,988 33,630 36,005

Current assets 12,805 12,826 18,628 4,825(3) 15,223 12,848
Non-current liabilities 1,486 776 284 7,106 7,227 7,227
Current liabilities 3,838 2,429 4,935 4,935(3) 12,261 12,261
Total equity 24,406 24,608 27,937 28,772 29,365 29,365
Equity attributable to equity holders 12,018 12,143 15,499 15,908 16,498 16,498
of the Company
NAV per Share immediately before 16.0 16.2 20.7 21.2 22.0 22.0
the Placement (cents)(1)
NAV per Share immediately after the 13.4 13.5 17.2 17.7 18.3 18.3
Placement (cents)(2)
Notes:
(1) For comparative purposes, the NAV per Share has been computed based on the NAV attributable to owners of the Company
and our share capital of 75,000,000 Shares immediately before the Placement.
(2) For comparative purposes, the NAV per Share has been computed based on the NAV attributable to owners of the Company
and our share capital of 90,000,000 Shares immediately after the Placement.
(3) The negative working capital position of S$0.11 million was mainly due to adjustments made for purposes of the pro forma
combined statement of financial position to take into consideration capital expenditures in relation to the (i) acquisition of
Pacific Bulk; (ii) dry-docking and refurbishment of Pacific Bulk and certain tugboats and barges; and (iii) construction of
two (2) new tugboats and three (3) new barges, which were classified as non-current assets. Furthermore, such capital
expenditures were financed through internal resources and the PT DIS Loan, which depleted our Group’s cash and cash
equivalents (which were classified as current assets).
26
OUR CONTACT DETAILS

Our registered office is located at 80 Raffles Place, #25-01, UOB Plaza 1, Singapore 048624 and our
principal places of business are (i) Grand ITC Permata Hijau, Lantai 8 Suite B-7/8, Kec. Grogol Utara,
Jakarta 12210 Indonesia; and (ii) 144 Robinson Road #07-01 Robinson Square Singapore 068908.
The telephone and facsimile numbers for our registered office are +65 6535 6844 and +65 6534 4892
respectively. The telephone and facsimile numbers of our principal place of business (i) in Indonesia
are +62 21 53664355 and +62 21 53664366 respectively; and (ii) in Singapore are +65 6289 6588 and
+65 6385 7756 respectively. Our email address is info@rgd.sg.
27
THE PLACEMENT
Placement Size : 15,000,000 Placement Shares
The Placement Shares, upon issue and allotment, will rank pari passu
in all respects with the existing issued Shares.
Placement Price : S$0.20 for each Placement Share.
The Placement : The Placement comprises an offering by our Company to the public in
Singapore to subscribe for the 15,000,000 Placement Shares at the
Placement Price, subject to and on the terms and conditions set out in
this Offer Document.
Purpose of the Placement : Our Directors consider that the listing of our Company and the
quotation of our Shares on the Catalist will enhance our public
image locally and overseas and enable us to tap the capital markets
for the expansion of our operations. The Placement will also provide
members of the public, our Independent Directors, management,
employees and business associates as well as those who have
contributed to our success with an opportunity to participate in the
equity of our Company. In addition, the proceeds of the Placement will
provide us with additional capital to finance our general growth and
business expansion plans.
Use of Proceeds : The net proceeds from the issue of the Placement Shares (after
deducting the estimated expenses in relation to the Placement) will be
approximately S$1.6 million. This will be used to finance our continued
growth and development and for the expansion of our business
operations. For further details, please refer to the section entitled “Use
of Proceeds and Listing Expenses” of this Offer Document.
Listing Status : Prior to the Placement, there has been no public market for our
Shares. Our Shares will be quoted in Singapore dollars on the
Catalist, subject to admission of our Company to the Official List of
the Catalist and permission for dealing in, and for quotation of, our
Shares being granted by the SGX-ST and the Authority or SGX-ST
(acting as agent on behalf of the Authority) not issuing a Stop Order.
Risk Factors : Investing in our Shares involves risks which are described in the
section entitled “Risk Factors” of this Offer Document.
28
RISK FACTORS
An investment in our Shares involves risks. 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 Offer Document before deciding to invest in our Shares. The following describes some of the
significant risks known to us now that could directly or indirectly affect us and any investments in, or the
value or trading price of, our Shares. The following does not state risks unknown to us now but which
could occur in the future, and risks which we currently believe to be immaterial, which could turn out
to be material. Should these risks occur or turn out to be material, they could materially and adversely
affect our business, operations, reputation, financial condition, results of operations and prospects. To
the best of our Directors’ knowledge and belief, all risk factors which are material to investors in making
an informed judgment of our Group have been set out below. If any of the following considerations,
uncertainties or material risks develop into actual events, our business, operations, reputation, prospects,
financial condition and/or results of operations could be materially and adversely affected. In such cases,
the trading price of our Shares could decline and investors may lose all or part of their investment in our
Shares.
This Offer Document also contains forward-looking statements having direct and/or indirect implications
on our future performance. Investors should also consider the information provided below in connection
with the forward-looking statements in this Offer Document and the warning regarding forward-looking
statements at the beginning of this Offer Document. Our actual results may differ materially from
those anticipated by these forward-looking statements due to certain factors, including the risks and
uncertainties faced by us, as described below and elsewhere in this Offer Document.
RISKS RELATING TO OUR BUSINESS AND OPERATIONS

Our operations may be affected should we fail to obtain, maintain and renew our licences, permits
or approvals
We are required to maintain relevant licences, permits and approvals from the Indonesian authorities to
carry on our business. These licences, permits and approvals include general corporate, commodities
trading, manpower, environmental and other licences, permits and approvals. The details of such
licences, permits and approvals are set out in the section entitled “General Information on our Group –
Material Licences, Permits, Registrations and Approvals” of this Offer Document and Appendix F entitled
“Summary of Relevant Indonesian Laws and Regulations” in this Offer Document.
Our licences, permits and approvals are subject to periodic renewals as they expire, and we will be
required to obtain new licences, permits and approvals as and when required. The maintenance and
validity of such licences, permits or approvals may be subject to our compliance with the stipulated
conditions and our premises and operations are also subject to random inspections by the respective
competent authorities. In the event of a breach of any restriction or condition subject to which the licence,
permit or approval was granted, the licence, permit or approval may not be renewed or extended as they
expire and/or we may be subject to, amongst others, administrative penalties in the form of warnings,
suspension or revocation of our licences, permits or approvals, where we will not be able to carry out
our operations. All of these will have an adverse effect on our business, financial performance, financial
condition and results of operations and prospects.
In addition, we are also required to comply with reporting obligations to the relevant governmental
authorities, such as the annual requirement to report to the DGST the status of our vessels and barges
pursuant to the SIUPAL, and/or fulfil certain stipulated conditions in accordance with the provisions and
procedures set forth in our licences, permits and approvals. The failure of our Group to comply with the
reporting obligations and/or fulfil certain stipulated conditions may cause our Group to be subject to, inter
alia, administrative penalties in the forms of a warning and revocation of the relevant licence, permit or
approval (as the case may be) or inability to renew or extend when they expire.
One of the licences which our coal trading operations is required to possess under the applicable
Indonesian laws and regulations for the transportation and purchase of coal in Indonesia from coal
suppliers, is the IUP-OPK. The aforementioned licence permits PT DNS to purchase coal from an
approved list of suppliers. Applications to include new suppliers in PT DNS’ IUP-OPK are required to
be filed and approved by the relevant Indonesian authorities. PT DNS may not be able to successfully
29
RISK FACTORS
obtain such approval due to factors that may not be within the control of our Group. Accordingly, such
failure would prevent us from conducting business with these parties, which may adversely affect
our revenue and correspondingly, the profitability of our Group. Under MEMR Decree No. 1796 K/30/
MEM/2019 on Guidelines for the Implementation of the Application, Evaluation, and Issuance of Licence
in the Minerals and Mining Sector, the application to include new suppliers in PT DNS’ IUP-OPK is an
administrative procedure and will be processed if the requisite documents (including, inter alia, renewal
form, incorporation documents, and copies of identification cards of the Board of Directors and Board
of Commissioners) submitted are complete (barring any outstanding matters solely between the
supplier and the DGMC and/or the MEMR). As such, as long as the submitted documents are deemed
complete by the relevant competent authority, there would be no further criteria/conditions (including any
inspection(s) by the relevant Indonesian authorities) to be satisfied, for PT DNS to obtain and/or renew
the relevant approval for inclusion of new suppliers in the IUP-OPK.
For instance, from April 2019, PT DNS ceased transactions with PT PCN, a coal supplier, after it came
to PT DNS’ attention that it had entered into coal trading transactions with PT PCN which resulted in a
technical non-compliance with the relevant conditions of the IUP-OPK (“Non-Compliance”). This arose
as the application to include PT PCN in the IUP-OPK was not completed due to circumstances related
solely to PT PCN, and PT DNS had nevertheless proceeded to purchase coal from PT PCN. PT DNS has
engaged the relevant authorities to resolve the Non-Compliance by, inter alia, (i) ceasing coal purchase
transactions from April 2019; and (ii) having held a physical meeting with the relevant authorities on 10
May 2019 and thereafter obtained written confirmation from the authorities that, inter alia, no sanctions
would be levied against PT DNS in respect of the Non-Compliance. Please refer to Appendix G entitled
“Legal Opinion” of this Offer Document for the legal opinion issued by R&P in respect of the Non-
Compliance.
Our Group has instituted formal policies and procedures, to ensure that all future transactions with
any new coal suppliers will proceed only after relevant applications to update the IUP-OPK have been
submitted and are successful. Such policies and procedures, and the scope and adequacy thereof,
will be subject to the oversight and periodic review by our Audit Committee. Please refer to the section
entitled “Corporate Governance – Audit Committee” of this Offer Document for further details.
The requirements imposed by the authorities are also subject to change and new requirements may be
imposed from time to time. As such, we will have to continuously monitor and ensure compliance with all
these existing conditions and ensure that we keep abreast of any new developments and requirements.
There is no assurance that the requirements set by the authorities will be met at all times. Accordingly,
should our licences, permits or approvals be suspended, revoked or not renewed or extended when it
expires, we will not be able to continue our operations, which will have a material and adverse impact on
our business, financial performance, financial condition and results of operations and prospects.
Since the incorporation of each of PT DNS and PT DPAL and up to the Latest Practicable Date, our
Group has not experienced any failures in obtaining, maintaining and renewing our licences, permits or
approvals which were material to our business and operations.
Our historical financial and operating results are not indicative of our future performance
Our revenue, cost of sales, operating expenses and results of operations may vary from period-to-period
and from year-to-year in response to a variety of factors beyond our control, including general business
and economic conditions, labour costs, fuel prices, coal prices and ship charter rates. Our Coal Trading
Business had historically entered into purchase and sale contracts with our suppliers and customers
on “spot” market prices prior to 1H2019. Such “spot” market prices may afford more favourable gross
profit margins, but may also work against our Group in events of significant fluctuations in coal prices
over a short period. Since 1H2019, our Coal Trading Business entered into fixed term coal purchase
and sale contracts with certain of our major suppliers and customer, which generally attract lower but
stable margins. Going forward, PT DNS expects to continue to enter into contracts with its suppliers and
customers on both “spot” and fixed term bases.
30
RISK FACTORS
Owing to these factors, amongst others, we believe that from year-to-year or even from period-to-period
comparisons of our historical results of operations may not be indicative of our future performance and
undue reliance should not be placed on these comparisons to predict our future financial performance or
the future performance of our Shares. Please refer to the sections entitled “General Information on our
Group – Prospects” and “General Information on our Group – Trend Information” of this Offer Document
for further details.
During the Period Under Review, we recorded declining revenues from our Coal Shipping Services, as
we faced increased competition which resulted in pressures on domestic charter rates. Please refer to the
section entitled “Risk Factors – Risks Relating to the Coal Shipping Services Industry – We operate in a
competitive industry” of this Offer Document for further details.
We may be adversely affected by the uncertain global economic outlook and social and political
conditions
The demand for coal and our Coal Shipping Services are highly dependent on the performance of the
global economy. Uncertainties in global markets and a prolonged economic downturn could potentially
present risks to our Group, including but not limited to decrease in prices of coal and ship charter rates,
increase in interest expenses on future bank borrowings or restrictions in the amount of banking facilities
available to us, thereby materially and adversely affecting our business operations and future financial
performance.
In particular, general weak global economic conditions or unfavourable social and political conditions such
as political and social unrests and riots, trade sanctions and embargoes may result in a downturn in the
shipping industry or affect the price of coal, or weak global economic conditions may affect demand of
coal, which in turn may affect both our Coal Trading Business and Coal Shipping Services.
Given the uncertainties as to the future economic and political outlook, we cannot give any assurance
that we will be able to maintain or continue to grow our revenue and profits, or that we will be able to
react promptly to any changes in economic and political conditions. In the event that we fail to react
promptly and appropriately to the changes in economic and political conditions in the markets we operate
in, our prospects and financial performance could be adversely affected.
We may become dependent on a few significant customers for a large proportion of our revenue
We may become dependent on a small number of key customers for a significant portion of our revenues.
For FY2016, FY2017, FY2018 and 1H2019, 95.3%, 95.4%, 94.7% and 98.1% respectively, of our total
revenues came from our major customers of our Coal Trading Business and Coal Shipping Services
(based on revenue contribution in the respective financial year and period). For FY2016, FY2017, FY2018
and 1H2019, the number of customers we had that accounted for 5.0% or more of our total revenues
were three (3), six (6), five (5) and three (3) respectively. However, customers who accounted for 5.0%
or more of our total revenues in each year are not necessarily recurring and the revenue from such
customers vary from year-to-year. Please refer to the section entitled “General Information on our Group –
Major Customers” of this Offer Document for further details.
As we generally do not enter into long-term contracts (being contracts covering a period of 12 months
or more) with our customers, our business is dependent on the decisions and actions of our customers
and factors beyond our control which might result in the loss of a customer, or existing customers not
renewing contracts. Accordingly, if one or more of our key customers is unable to honour their contractual
obligations with us, terminates any existing contracts or decides not to contract with us in the future, we
may be unable to secure contracts on comparable terms or may become more susceptible to significant
price fluctuations and we could suffer a loss of revenues that could adversely affect our business,
financial condition and results of operations.
31
RISK FACTORS
Separately, as we have entered into fixed term coal sale contracts with each of PT DAY and QIA, which
we expect to extend and/or renew beyond their current delivery periods which end on 31 December
2019, as well as the memorandum of understanding with PT PSB (our major customer for Coal Shipping
Services) for the charter of Pacific Bulk, for a duration of two (2) years till 30 June 2021, a significant
portion of our revenue may become attributable to these key customers in the near future. Accordingly,
the loss or financial difficulties of any of these key customers, or significant decreases in the volumes
of transactions with these key customers, would have an adverse effect on our financial condition and
profitability.
A material proportion of our revenue over the Period Under Review were contributed by major
customers who were related to our Founding Shareholders
For FY2016, FY2017, FY2018 and 1H2019, the major customers who were related to our Founding
Shareholders (“Related Customers”) contributed to 22.2%, 11.6%, 34.7% and nil respectively of our total
revenue. Please refer to the sections entitled “General Information on our Group – Our Major Customers”
and “Interested Person Transactions” of this Offer Document for further details.
As at the Latest Practicable Date, these Related Customers have ceased business activities
and/or were disposed of to unrelated third-parties. Accordingly, our Group has diversified our customer
base, by seeking out independent third-party customers for our Coal Trading Business and Coal
Shipping Services. As a result of the aforementioned change in our customer base, the revenue of our
Group during the Period Under Review may not be entirely reflective, and is not an indication of our
Group’s future financial performance. In addition, there is no assurance that our Group will continue to
be successful in seeking out and securing new customers, if at all. In the event our Group is unable to
secure new customers, or do so on better or similar commercial terms as those previously enjoyed with
our Related Customers, our business, financial condition and results of operations could be adversely
affected.
We are dependent on our key management personnel for our continued growth
Our continued success is dependent on certain members of our management team, including some
who have been with our Group since its inception, to manage our current operations and meet future
business challenges. Our Executive Directors and Executive Officers are responsible for formulating
and implementing our growth, corporate development and overall business strategies. While we have
entered into service agreements with our Executive Director and Chief Executive Officer, Mr Lee Yaw
Loong Francis and our Executive Director and Chief Operating Officer, Mr Salim Limanto (please refer
to the section entitled “Directors, Executive Officers and Employees – Service Agreements” of this
Offer Document), any loss of the services of any of our key management personnel without a suitable
and timely replacement could materially and adversely affect our business, prospects and results of
operations of our Group.
The growth and success of our Group is also dependent on our ability to retain the services of our key
management personnel and to train new employees. Moreover, any of the process of hiring employees
with the required attributes may be time consuming and competitive. If our key management personnel is
unable or unwilling to continue in their present positions, and we are unable to hire suitable replacements
in a timely manner or at all, our business operations, financial position and results of operations may be
adversely affected.
We may not have adequate insurance, and we are subject to uninsured risks
We maintain insurance coverage against certain risks which our management considers to be customary
in our industry, including catastrophic marine disasters, war, hostilities, terrorism or piracy, environmental
accidents, damage to and loss of vessels or barges, cargo and property loss or damage, injuries or
deaths, and business interruptions caused by mechanical failure, human error, political action, hostilities,
labour strikes, port closures, boycott or adverse weather conditions.
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RISK FACTORS
The occurrence of any of these risks and hazards could result in substantial losses to us due to injury
or loss of life, severe damage to or destruction of property, natural resources and equipment, pollution
or other environmental damage, clean-up responsibilities, regulatory investigation and penalties and
suspension of operations. We could be required to suspend our operations or terminate our charters
as a result of these hazards. In such event, we would experience loss of revenue and possibly property
damage, and additionally, third parties may have significant claims against us for damages due to
personal injury, death, property damage, pollution and loss of business. Furthermore, we may be
penalised by the relevant authorities if we are determined to be responsible for the occurrence of any of
such hazards.
We carry insurance as described in the section entitled “General Information on our Group – Insurance”
of this Offer Document. However, no insurance can compensate for all potential losses and there can be
no assurance that the insurance coverage will be adequate or that our insurers will pay for a particular
claim.
For our Coal Trading Business, we do not maintain insurance coverage against the loss of coal cargo for
the transit period between the loading port and when such cargo is loaded onto the customer’s appointed
bulk carrier, when the risk and rewards of the cargo are transferred to customers. Should the cargo be
displaced at sea during any part of such transit period prior to the unloading of the coal at the customers’
appointed bulk carrier, we may be liable to bear such losses. As at the Latest Practicable Date, our Group
has not encountered any accidents or theft which resulted in the loss of coal cargo in transit between the
loading port to the customer’s appointed bulk carrier and which led to a material impact on our financials
and/or operations.
With respect to losses which are covered by our policies, it may be difficult and it may take time to
recover such losses from insurers. In addition, we may not be able to recover the full amount of losses
incurred from the insurers. There are also certain types of risks that are not covered by our insurance
policies because they are either uninsurable or not economically insurable. Should there be losses which
exceed the insurance coverage or are not covered by our insurance policies, we may be liable to bear
such losses and our business, financial position and results of operations may be adversely affected. In
addition, the occurrence of any adverse event resulting in an insurance claim, may lead to an increase in
our insurance premiums.
We are exposed to foreign exchange risk

In the course of our operations, we use HBA and ICI in our Coal Trading Business as a benchmark to
compute domestic coal prices. While both the HBA and ICI are reported principally in US$, the financial
statements of PT DNS are reported in IDR, which results in PT DNS being exposed to the fluctuation of
the US$ in determining coal prices. As the currency denomination of our revenue stream and purchases
differ, we have a net foreign exchange exposure. To the extent there is a mismatch between the currency
of our sales and the currency of our purchases and expenses, we will be exposed to adverse fluctuations
of the IDR against the US$.
In addition, given that the reporting currency of our consolidated financial statements is in S$, we
translate the financial statements of our subsidiaries in Indonesia from IDR to S$ based on the relevant
average exchange rates prevailing as at the relevant period of the respective financial statements.
Any such transaction gains or losses will be recorded as translation reserves or deficit as part of our
shareholders’ equity. Movements in the exchange rates of IDR or US$ against S$ may adversely affect
our financial position.
We may require additional funding for our future growth

The net proceeds raised from the Placement may not be sufficient to fully cover the actual costs of
implementing our future growth and expansion plans. We may also identify acquisition opportunities which
we have yet to identify at this juncture. Under such circumstances, we may need to obtain debt or equity
financing to implement these growth opportunities.
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RISK FACTORS
Additional equity financing may result in dilution to our Shareholders’ equity interests, and if issued at a
discount to the then prevailing market price of our Shares, it may also affect the value of shares held by
our Shareholders. If we fail to use the new equity to generate a commensurate increase in earnings, our
EPS may be diluted and this may lead to a decline in our Share price.
Additional debt financing may, apart from increasing interest expense and gearing, result in all or any of
the following:
a. limit our ability to pay dividends or require us to seek consent for the payment of dividends;
b. increase our vulnerability to general adverse economic and industry conditions;
c. limit our ability to pursue our growth plans;
d. require us to dedicate a substantial portion of our cash flows from operations to payments on our
debt, thereby reducing the availability of our cash flows to fund capital expenditure, working capital
and other requirements; and/or
e. limit our flexibility in planning for, or reacting to, changes in our business and our industry.
There is no assurance that we will be able to obtain additional equity and/or debt financing on terms
that are acceptable to us or at all because our ability to arrange such financing depends on a number
of factors that are beyond our control, including general economic, liquidity and political conditions, the
terms on which financial institutions are willing to extend credit to us, and the availability of other sources
of debt financing and/or equity financing. Any inability to secure additional equity and/or debt financing
may materially and adversely affect our business, implementation of our business strategies and future
plans and results of operations.
We may not be able to implement our business strategies successfully

Our future growth and earnings will depend, to a significant extent, upon the successful implementation of
our business strategies. Our ability to achieve our business and financial objectives is subject to a variety
of factors, many of which are beyond our control. Please refer to the section entitled “General Information
on our Group – Our Business Strategies and Future Plans” of this Offer Document for more information.
Our future growth will depend upon a number of factors, including our ability to:
 identify and secure stable supply, as well as new customers and markets for the trading of our coal;
 successfully manage our liquidity and obtain the necessary financing to fund our growth;
 implement appropriate operating and financial systems;
 receive delivery of newly-built vessels or barges in a timely manner;
 maintain or develop new and existing customer relationships;
 maintain our safety record;
 place our vessels and barges on profitable charters and generate cash flow sufficiently to justify
our investment;
 control our operating costs;
 hire and retain qualified personnel and crew;
 identify and complete suitable and synergistic acquisitions, joint ventures or strategic alliances; and
 identify and capitalise on opportunities in new markets.
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RISK FACTORS
Our failure to execute our business strategies successfully could adversely affect our business, financial
condition and results of operations. In addition, the implementation of our business strategies may not
necessarily translate into successful results. Furthermore, we may at an appropriate time decide to alter
or discontinue certain business strategies and adopt alternative or additional strategies in response to our
operating environment or competitive situation, as well as factors which are beyond our control.
Future acquisitions, joint ventures or other arrangements may expose us to increased operating
risks
We may consider inorganic growth by way of strategic mergers, acquisitions or joint ventures with
other parties if we determine that it is in our long-term interest. Acquisitions that we make, along with
potential joint ventures and other investments, expose us to additional business and operating risks and
uncertainties, including:
 direct and indirect costs in connection with the transaction;
 the ability to effectively integrate and manage the acquired businesses;
 coordinating internal systems, controls, procedures and policies;
 the ability to realise our investment in the acquired business;
 disruption of our ongoing business and the diversion of management’s time and attention from
other business concerns;
 the risk of entering markets in which we may have no or limited direct prior experience;
 the potential loss of key employees and customers of the acquired business;
 the risk that an acquisition could reduce our future earnings; and
 exposure to unknown liabilities.
Although our management will evaluate the risks inherent in any particular transaction, there is no
assurance that we can completely ascertain all such risks. In addition, prior acquisitions may have
resulted, and future acquisitions could result, in the incurrence of substantial additional indebtedness and
other expenses. Future acquisitions may also result in potentially dilutive issuances of equity securities.
There is no assurance that difficulties encountered with acquisitions will not have a material adverse
effect on our business.
We are exposed to credit risks of our customers

For our Coal Trading Business, while we require a deposit of 30% to 80% of the contract sum from our
customers prior to delivery, we typically grant credit terms of up to 14 days to our customers for the
remaining 20% to 70% of the contract price and are exposed to payment delays and/or default by our
customers. The deposit sum is determined based on, inter alia, the financial strength, market reputation
and payment track record of each customer. We typically negotiate for a higher deposit sum for new
customers.
For FY2016, FY2017, FY2018 and 1H2019, our overall debtors’ turnover days for third-party customers
are 105 days, 50 days, 57 days and 16 days respectively, while our debtors’ turnover days for Related
Customers are 157 days, 272 days, nil and nil respectively. As at the Latest Practicable Date, we have
collected more than 96.8% of our outstanding accounts receivables balance as at 30 June 2019. Whilst
we did not make any provisions for doubtful debts for the Period Under Review, we expect to face
continued uncertainties over the timeliness of our customers’ payments and their ability to pay, which
may be affected by events or circumstances that are beyond our control and are difficult to foresee or
anticipate, such as a decline of their businesses or an economic downturn. We are also exposed to
the risk of bad debts when our customers face financial difficulties such as bankruptcy, insolvency or
insufficient working capital, or if they dispute, decline, neglect or fail to fulfil their payment obligations to
35
RISK FACTORS
us. As such, there is no assurance that we will be able to collect our trade debts fully or at all or within
a reasonable period of time. In such circumstances, we may be required to make provisions for doubtful
debts or write-offs of bad debts, which may have an adverse effect on our financial position and financial
results. Please refer to the section entitled “General Information on our Group – Credit Management” of
this Offer Document for details of our credit management.
There is no assurance that the risk of default by our customers and hence the provision for the
allowance of doubtful debts or bad debts written-off, will not increase in the future or that we will not
experience cash flow problems as a result of such defaults or payment delays. In addition, our Group
may take legal action against defaulting customers to pursue payment, and we may need to incur legal
costs in connection with such legal action. Such legal action may also divert management attention and
resources. Should such events occur, our operations and financial results may be adversely affected.
We face risks relating to our existing and/or future bank borrowings

As at the Latest Practicable Date, we have outstanding bank borrowings amounting to an aggregate
of approximately IDR 80,000,000,000 (approximately equivalent to S$7.7 million). Please refer to the
section entitled “Capitalisation and Indebtedness” of this Offer Document for further details of these bank
borrowings.
Whilst our operating cash flows and re-financing activities have in the past been sufficient to meet and/or
service our debt repayment obligations, there is no assurance that we will continue to be able to do so in
the future. In the event that we are unable to meet our payment obligations in relation to our existing and/
or future bank borrowings, we may face the risk of foreclosure of our vessels or barges which have been
mortgaged to the various banks or trigger a default event. In addition, some of our future bank borrowings
may be guaranteed by our Founding Shareholders. In the event that our Founding Shareholders intend
to discharge their liabilities under the guarantees or refuse to grant further guarantees in favour of us, we
may not be able to secure sufficient bank borrowings.
Further, any significant increase in the interest rates on our borrowings will increase our financing
expenses and have an adverse impact on the financial performance of our Group. Our Group’s
borrowings may also limit our ability to, inter alia, pay dividends, undertake major capital expenditure or
divestments, raise additional capital or pursue our growth plan.
As at the Latest Practicable Date, our Group has not encountered any material difficulties in obtaining
bank borrowings.
We may enter into derivative financial instruments and hedging transactions, which involve risks
and may not offer full protection against exchange rate fluctuations
To manage our foreign exchange exposure as described in the section entitled “Risk Factors – Risks
Relating to our Business and Operations – We are exposed to foreign exchange risk” of this Offer
Document, our Board has adopted a policy that foreign exchange transactions can only be entered into
for hedging purposes. We will only enter into foreign exchange contracts after taking into consideration
the quantum and impact of our foreign exchange risk exposure as well as the transaction costs, and the
prevailing economic and operating conditions. In this regard, foreign exchange contracts will be entered
into for specific currency exposure and tenure and upon the discharge of such exposure or expiry of such
tenure, the relevant foreign exchange contract will be liquidated. Our Chief Financial Officer is responsible
for monitoring the compliance and reports to our Audit Committee in this regard. No hedging activity can
completely insulate our Group from the risks associated with changes in exchange rates. In addition, any
foreign exchange contracts entered into typically involves costs, including transaction costs, which may
adversely impact the financial condition of our Company. These risks increase as the period covered by
the foreign exchange contract increases.
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RISK FACTORS
RISKS RELATING TO THE COAL TRADING INDUSTRY

We are exposed to market fluctuations in the demand and supply for coal
Our revenue is highly dependent on the demand and supply for coal. A reduced demand for coal could
materially and adversely affect our revenue streams which in turn, affect our business, financial condition,
results of operations and prospects.
Fluctuations in the demand for coal may be caused by numerous factors beyond our control, such as
consumer preference, competition from alternative energy sources, global economic and political
developments or other factors which may have a material adverse effect on our business, financial
performance, financial condition and results of operations.
Likewise, in the event of a significant increase in the availability of coal and the demand for coal is
insufficient to meet such increased supply, our business, financial condition, results of operations and
prospects may also be adversely affected by the decrease in prices of coal resulting from an over-supply.
We face significant competition in the coal trading business

The coal trading industry is highly fragmented and competitive, and our Group faces competition from
both existing traders and new entrants to the industry. There is no assurance that we will be able to
compete successfully against these competitors in future. If we are unable to compete successfully
against our existing and potential competitors, we may experience a loss of market share, which could
materially and adversely affect our business, financial performance, financial condition and results of
operations.
We face counterparty risks, including risks of defaults in payment, or failure to accept delivery by
third-party purchasers of our coal
The financial performance of our Coal Trading Business is dependent on the volume of coal we
procure and sell. While we obtain a deposit from our customers prior to delivery, we are still required to
maintain sufficient working capital liquidity in order to procure coal at favourable prices, and to support
any increase in our trading volume. In circumstances where our capital resources, including, among
others, cash on hand, cash flow from operations and available borrowings under our credit facilities, are
insufficient to support our Coal Trading Business, we may experience a decrease in profit margins, and
our business, prospects, financial performance and financial condition may be adversely affected.
We have concurrently entered into contracts to purchase coal from our suppliers, as well as contracts to
sell such coal to our customers. If our supplier fails to deliver the coal at the agreed time and according
to the agreed specifications, we may be required to obtain alternative shipments of such coal in order
to meet our delivery obligations to our customers. The price of the alternative shipment may be higher
than what we would have paid to our original suppliers. As at the Latest Practicable Date, there has
not been any instances of failures by our suppliers on the timely delivery of coal based on the agreed
specifications, which resulted in a material adverse impact on our financials and/or operations.
Similarly, if our customers fail to or refuse to accept delivery of the coal at the agreed time or make
payment for the coal in accordance with our coal sale contract, we may be required to sell our coal in the
“spot” markets to fulfil our payment obligations to our suppliers. The price which we may receive for such
open market sale may be less than what we would have received from our customers. As at the Latest
Practicable Date, we have not had instances of rejection and/or non-acceptance of the delivery of coal by
our customers.
If either our customers or suppliers were to default in their obligations to us, resulting in us having to
complete the transaction on terms less favourable than our original arrangements, our business and
financial performance may be adversely impacted.
37
RISK FACTORS
RISKS RELATING TO THE COAL SHIPPING SERVICES INDUSTRY

We operate in a competitive industry
The vessel chartering industry is fragmented with many charterers, owners and operators of vessels
and barges. As such, our Group faces competition from both large and small companies in the vessel
chartering industry. An increase in the supply of vessels and barges would increase competition in the
principal markets in which our Group operates and in turn, put a downward pressure on charter rates and
result in a corresponding adverse impact in our financial performance. Such competition resulting in a
downward pressure on domestic charter rates had impacted our financial performance during the Period
Under Review when we recorded declining revenues from our Coal Shipping Services. Please refer to the
section entitled “Management’s Discussion and Analysis of Results of Operations and Financial Position”
of this Offer Document for further details. There is no assurance that domestic charter rates will stabilise
or improve, and in the event we are unable to compete effectively within the domestic vessel chartering
industry and/or realise cost efficiencies in our operations, our financial performance and position and our
business prospects may be adversely affected.
Our competitors and potential new entrants to the vessel chartering industry may have lower costs of
operations and greater access to financial, technological and/or other resources than our Group. Some
of our competitors, which may have lesser resources and capabilities, may compete with us through
aggressive pricing in order to gain market share and fulfil customer requirements. In the event that our
competitors are able to provide comparable services at a lower price and/or shorter turnaround time, we
may have to lower our prices significantly in order to secure contracts, thus resulting in lower gross profit
margins. Furthermore, we may not be able to secure further contracts at commercially feasible rates.
Our Directors expect competition in the vessel chartering industry to continue and there is no assurance
that we will be able to compete successfully against these competitors in the future. In the event our
Group is unable to compete successfully against our existing and potential competitors, we may
experience a loss of market share, which could materially and adversely affect our financial performance.
We may fail to maintain BKI certifications and Indonesian-flag registrations for our vessels and
barges
Law No.17 of 2008 on Shipping provides that Indonesian-flagged vessels and barges are allowed to carry
out transportation of passengers and goods within Indonesian waters. The MoT Regulation No.61 of 2014
on Amendment to MoT Regulation 7 of 2013 on the Obligation for Classification of Indonesian Flagged
Vessels at the Classification Agency provides that Indonesian flagged vessels and barges operating
within Indonesian waters must (i) be classified at the BKI; or (ii) be classified at a foreign classification
agency acknowledged by the MoT. Please refer to the section entitled “General Information on our Group
– Classification” of this Offer Document for further details.
Our vessels and barges are also subject to inspections by the port authorities to verify that the condition
of the vessels and barges and its equipment comply with the requirements of local regulations and that
the vessels and barges are manned and operated in compliance with local regulations.
During the Period Under Review, we have not encountered any instances of non-compliance or
de-registration of any of our vessels and barges (save for processes undertaken to effect the
Reclassification) with the BKI, NK and/or the MoT.
If any of our vessels or barges does not maintain its classification, or fails any survey or inspection,
such vessel or barge may be unable to operate or even be detained in port until its deficiencies have
been rectified. The failure to maintain a vessel’s or barge’s classification or the failure of a survey or
inspection could also cause us to be in violation of our insurance policies, and may lead an insurer to
decline coverage. Such requirements to maintain the classification is a standard requirement in shipping
insurance policies and present in all of our insurance policies. Any inability to operate or any detention
of our vessel or barge, or violations of our insurance policies, may have a negative impact upon our
business and financial condition and results of operation.
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RISK FACTORS
We are exposed to inherent risks in the vessel chartering industry

We are exposed to risks inherent in the vessel chartering industry which factors may be outside of our
control, including but not limited to, incidents involving pollution, collisions, breakdown of our vessels,
pirate attacks, adverse weather conditions, fire or other natural calamities. Any of these factors may
cause general disruptions to the operations of our Group and may result in losses or damages to our
vessels, barges and cargo transported. We may also be liable to pay compensation or damages to third
parties for any incidents involving our vessels or barges, in the event that our negligence may be proven
against us. In the event that our Group is liable for the payment of such compensation or damages and
our existing insurance coverage does not cover or is insufficient to pay for the total amounts incurred,
our Group’s financial performance may be materially and adversely affected. In addition, our insurance
premiums may increase as a result, thereby leading to an increase in the cost of our operations, which
may also adversely affect our financial performance. As at the Latest Practicable Date, our Group has not
experienced any of the aforementioned adverse events, which resulted in a material adverse impact on
our financials and/or operations.
We are exposed to fluctuations in the price of fuel

Our business may be affected by fluctuations in the price of fuel. Fuel prices are volatile and fluctuate as
a result of global events which are beyond our control. In our chartering and transshipment contracts, we
generally bear the operating costs of our vessels which include fuel costs. If we are unable to pass on the
increase in fuel costs to our customers, our profit margin will be reduced and our financial performance
will be affected. On the other hand, should we increase our charter rates, demand for our services may
be significantly reduced.
Currently, we do not have a formal hedging policy for fuel prices although we may, subject to the approval
of our Audit Committee and Board of Directors, enter into relevant transactions when necessary, to hedge
our exposure to fluctuations in fuel prices. Such procedures and material transactions will be reviewed
and approved by our Audit Committee and Board of Directors.
We operate in a highly regulated industry

The vessel chartering industry is highly regulated, and our operations are affected by extensive and
evolving environmental protection laws and other regulations in the form of various national, state and
local laws and regulations in force in the jurisdiction in which our vessels and barges operate and are
registered. Compliance with such laws and regulations may entail significant expenses on our part,
including expenses for ship modifications, maintenance and inspection requirements and changes
in operating procedures. As these laws and regulations are often revised, we are unable to predict the
long-term costs of compliance and any potential disruptions to our business and operations. Additional
laws and regulations may be adopted which could limit our ability to operate our fleet, which could
have a material adverse effect on our business, financial performance, financial condition and results of
operations.
We may also incur substantial costs in order to comply with the existing and future environmental and
health and safety requirements, including and among others, obligations relating to air emissions,
maintenance and inspection, development and implementation of emergency procedures and insurance
coverage. We could also face substantial liabilities for penalties, fines, damages and remediation costs
associated with hazardous substance spills or other discharges into the environment involving our Coal
Shipping Services under such laws and regulations. These costs and penalties could have a material
adverse effect on our business, financial performance, financial condition and results of operations.
Our vessels’ and barges’ operating certificates and licences are renewed periodically. However,
government regulations of vessels and barges, particularly in the areas of safety and environmental
impact, may change in the future and require us to incur significant capital expenditure on our vessels
and barges in order to ensure compliance with the relevant regulations. In addition, we are required by
various regulatory bodies to renew permits and licences required for the operation of our Coal Shipping
Services. We may also be required to obtain new licences or permits as required by the prevailing laws
and regulations enacted from time to time in the future. These permits may become costly or difficult to
39
RISK FACTORS
obtain or renew. In the event we are unable to renew our operating certificates and licences on a timely
basis, if at all, ensure ongoing compliance in respect of our existing operating certificates and licences,
or fail to obtain new permits and licences as and when required for our Coal Shipping Services, our
business, financial performance, financial condition and results of operation will be adversely affected.
As at the Latest Practicable Date, our Group has not been subjected to any developments in and/or
changes to the relevant laws and regulations which resulted in a material adverse impact on our
financials and/or operations.
We are subject to fixed costs regardless of our level of business activity. Downtime or reduced
demand, weather interruptions or other causes can have a significant negative effect on our
results of operations and financial condition
We are subject to fixed costs such as administrative overheads, personnel costs, interest costs and
maintenance costs, which will not necessarily fluctuate in proportion to changes in operating revenues.
The cost of operating our vessels and barges such as crew costs and fuel costs while our vessels and
barges await commercial deployment and/or are between charters or contracts are generally fixed or
only semi-variable. These fixed costs can have a significant negative effect on our financial condition and
results of operations in the event of lower revenue arising from lower charter rates, increased downtime,
reduced demand and utilisation rates, or inclement weather.
We face risks associated with the service life and maintenance of our fleet
As at the Latest Practicable Date, our fleet has an age range from five (5) months to 17 years. Please
refer to the section entitled “General Information on our Group – Properties and Fixed Assets – Our Fleet”
of this Offer Document for further details.
These vessels and barges were built by various shipyards or acquired from the market and hence have
different construction quality and reliability. The service life of our fleet may ultimately depend upon the
efficiency of the particular vessel or barge, as well as the demand for the equipment and the services
that they can perform. The service life of a vessel or barge will also be determined by the quality of its
construction and whether it has been properly maintained. We cannot guarantee that our vessels and
barges will have a long service life.
In general, expenditures and other costs required to maintain a vessel or barge in good operating
condition increase with its age. Older vessels and barges are typically more costly to maintain than
recently constructed vessels and barges, and are subject to lower utilisation rates due to their higher
maintenance requirements. In addition, as cost efficiency decreases with the age of vessel or barge, older
vessels or barges are less desirable to charterers, and some of our customers may set age restrictions
for vessels or barges which they will charter. As at the Latest Practicable Date, none of our clients have
imposed any such age restrictions when chartering our vessels and barges.
Government regulations, safety or equipment standards relating to the age of vessels and barges and
new environmental requirements may require us to incur significant expenditure for the maintenance and/
or alterations to our vessels and barges. This may, in turn, restrict the operations of our vessels and
barges. We cannot guarantee that, as our vessels and barges age, market conditions will justify such
expenditures or enable us to operate our vessels and barges profitably during the remainder of their
useful lives. If we sell our vessels or barges, we cannot be certain that the price for which we sell them
will be equal to, or greater than, their carrying amounts on our financial statements at that time.
Our fleet expansion plans and continuing maintenance for our fleet will require significant capital
expenditure
Our Coal Shipping Services operate within a capital intensive industry, which requires substantial
funding. As at the Latest Practicable Date, we have acquired a total of nine (9) vessels, comprising
eight (8) tugboats (and including eight (8) accompanying barges) as well as one (1) bulk carrier, with an
aggregate estimated fleet capacity of 116,000 metric tonnes. Please refer to the section entitled “General
Information on our Group – Properties and Fixed Assets – Our Fleet” of this Offer Document for more
details on our vessels and barges.
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RISK FACTORS
We intend to fund our fleet expansion through borrowings under credit facilities from our lenders
(including shareholder’s loans) and internally generated resources. Our long-term capital requirements
may therefore increase significantly in the future, which may require us to raise more capital or incur
additional indebtedness. Any increase in our indebtedness may also result in increased interest costs.
For further information on our indebtedness, please refer to the section entitled “Capitalisation and
Indebtedness” of this Offer Document.
In addition, significant capital expenditure is required to maintain the quality of our vessels and barges.
Our vessels’ and barges’ maintenance-related expenditure includes the cost of repairs, surveys, dry-
docking and refitting existing vessels and barges to the extent that such expenditure is incurred
to maintain or upgrade the operating capability of our fleet. We incurred expenses relating to the
maintenance and repair of our vessels and barges of S$0.3 million, S$0.2 million, S$0.4 million and
S$0.3 million in FY2016, FY2017, FY2018 and 1H2019 respectively. In addition, dry-docking expenses
in respect of our vessels and barges amounted to S$0.1 million, S$0.5 million, S$0.7 million and S$2.3
million in FY2016, FY2017, FY2018 and 1H2019 respectively. The increase in dry-docking expenses in
1H2019 was mainly due to S$2.3 million of refurbishment and refitting costs associated with the newly
acquired bulk carrier, Pacific Bulk. Our vessels and barges are docked periodically for repairs and
renewals of class certifications. Please refer to the section entitled “General Information on our Group
– Classification” of this Offer Document for further details. Vessels and barges may also need to be
docked in the event of accidents or any other unforeseen damages. For further information on our capital
expenditure, please refer to the section entitled “Management’s Discussion and Analysis of Results of
Operations and Financial Position – Capital Expenditures, Divestments and Commitments” of this Offer
Document.
Our vessels’ and barges’ maintenance-related expenditures may increase as a result of a variety of
factors, including:
 increases in the cost of labour, materials and spare parts;
 changes in customer requirements or operating conditions;
 increases in the size of our fleet;
 technical developments for equipment;
 defects and deficiencies of the vessels and barges;
 changes in governmental regulations and maritime self-regulatory organisation standards relating

to safety, security or the environment; and
 changes in competitive standards.
We cannot assure you that we will have sufficient capital resources, including, amongst others, cash
on hand, cash flow from operations and available borrowings under our credit facilities, to build, modify,
acquire and repair our vessels and barges and equipment required to expand or to maintain our current
fleet size and configuration.
We cannot assure you that market conditions and/or other factors will allow us to obtain future financing
on terms acceptable to us, or at all. Our ability to arrange financing and the costs of such financing
are dependent on numerous factors, including general economic and capital market conditions, credit
availability from banks, the continued success of our operations and other laws that impact our ability to
raise capital. If we are unable to raise adequate capital in a timely manner and on acceptable terms, or
at all, our business prospects, financial condition and results of operations could be adversely affected.
Further, if we decide to raise additional funds through the issuance of equity or equity-linked instruments,
your interests as our Shareholder will be diluted. If we decide to meet our capital requirements through
debt financing, our interest obligations will increase and we may be subject to additional restrictive
covenants.
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RISK FACTORS
Unanticipated delays in the delivery of vessels or barges under maintenance and/or repair for
scheduled dry-docking may have an adverse effect on our results of operations
Our vessels and barges are taken out of service at regular intervals for routine inspections and
maintenance and/or repair works. Please refer to the section entitled “General Information on our Group –
Classification” of this Offer Document for further details. There may be unanticipated delays in the delivery
of vessels or barges as they may require more extensive repairs than those which were anticipated,
resulting in delays in bringing them back into service. For as long as our vessels or barges are docked,
they are not available for hire and, as a result, do not generate any revenue.
In the event of any delay, our fleet capacity available for our Coal Shipping Services will be reduced by
the extent of such delay, which may in turn result in a material adverse effect upon our business, financial
condition and results of operations. As at the Latest Practicable Date, our Group has not experienced any
material delays in the delivery of vessels or barges which resulted in a material adverse impact on our
The provision of our Coal Shipping Services is seasonal and dependent in part, on weather
conditions
The provision of our Coal Shipping Services is affected by seasonal weather conditions. Our vessels
and barges operate mainly within the waters off South Kalimantan, Indonesia and are affected by the
monsoon season from November to March. During the monsoon season, our vessels and barges are
slowed down by the strong currents, heavy rain and high swells in the seas where our vessels and
barges are deployed, and loading and unloading activities may have to be halted during such adverse
weather conditions, thereby requiring more time to complete the charter. During that time, we will also
deploy our vessels and barges on shorter routes, to minimise the risk of accidents and/or loss of cargo.
Please refer to the section entitled “Management’s Discussion and Analysis of Results of Operations and
Financial Position – Seasonality” of this Offer Document for further details. In the event our operations
in connection with our Coal Shipping Services are disrupted by any adverse changes in weather or
inclement weather on a prolonged basis, our business, financial condition and results of operations could
be adversely affected.
We typically do not enter into long-term contracts with our customers and our results of
operations may be adversely affected by our inability to select or negotiate favourable charter
contract terms and the failure to utilise our fleet at profitable levels
Our customers mainly engage us on a non-exclusive and ad-hoc basis to provide chartering and/or
transshipment services. Please refer to the sections entitled “General Information on our Group – Major
Customers” and “General Information on our Group – Major Suppliers” of this Offer Document for further
details. With the conclusion of each charter contract, our customers may not renew existing charter
contracts with us or continue to engage our services.
There is no assurance that we will be able to maintain long-term business relationships with our current
customers, and that we will be successful in entering into new charter contracts for vessels and barges
which we acquire in the future. Our ability to charter vessels and barges out, re-charter vessels and
barges, and the charter rate under any renewal or replacement charter, depend upon, inter alia, the
prevailing ability of charterers, general supply and demand dynamics and economic conditions in the
market at that time.
Whilst we generally endeavour to obtain favourable terms in charter contracts for our vessels and barges,
demand and market conditions at the time of negotiating contracts for use of our vessels and barges may
result in us having to accept less favourable terms, in order for us to achieve optimal utilisation rates for
our vessels and barges.
If any of the abovementioned risks eventuate, our business, financial condition and results of operations
will be adversely impacted.
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RISK FACTORS
We may not be able to complete our contractual obligations to our customers

Unforeseen circumstances including inclement weather, extended dry-docking requirements and/or
damages to our vessels or barges may result in a delay in the transportation of coal to our customers
or a delay in our delivery of vessels or barges to our customers for their use. In such an event, we
may incur delay fees and/or be required to pay liquidated damages which would adversely affect our
financial performance. As at the Latest Practicable Date, we have not experienced any non-completion
of contractual obligations to our customers which resulted in a material adverse impact on our financials
and/or operations.
Our vessels or barges may be detained or arrested which could have an adverse impact on our
operations
Crew members, suppliers of goods and services to a vessel, shippers of cargo and other parties may be
entitled to a maritime lien against that vessel or barge (and, in some jurisdictions, any vessel or barge
owned or controlled by the same owner) for unsatisfied debts, claims or damages. Under Indonesian
maritime law, a maritime lienholder may enforce its lien by arresting a vessel or barge and commencing
foreclosure proceedings. Our vessels or barges may also be detained by authorities for investigations
relating to breaches of laws or regulations. As at the Latest Practicable Date, none of our vessels or
barges have been detained or arrested pursuant to foreclosure proceedings and/or breaches of laws or
regulations.
While we generally obtain appropriate insurance coverage in order to protect against potential maritime
claimants (such as protection and indemnity insurance and hull and machinery insurance), there can be
no assurance that the insurance coverage will be adequate or that our insurers will pay for a particular
claim. Please refer to the sections entitled “Risk Factors – Risks Relating to our Business and Operations”
and “General Information on our Group – Insurance” of this Offer Document for more details. The arrest
or detention of one or more of our vessels or barges would mean that we are unable to charter the vessel
or barge and could require us to pay a substantial sum of money to have the arrest lifted, which could
materially and adversely affect our business, financial position and results of operations.
We may be liable for damages arising from marine-related accidents and risks
The operation of our vessels and barges is subject to various risks such as adverse weather and sea
conditions, mechanical failures, human errors and catastrophic marine disasters which could lead
to accidents involving personal injury, damage to or loss of vessels, barges, cargo, equipment or the
environment.
In the event of an oil spill or damaged or lost cargo, we may incur liability for containment, clean-up
and salvage costs and other damages. We may also be liable for damages sustained in collisions and
wreck removal charges arising from the operation of our vessels or barges. In addition, we may be liable
for substantial fines and penalties imposed by the authorities of the relevant jurisdictions we operate in.
Where the loss or damage is to our own vessel or barge, the affected vessels or barge may need to be
repaired at a shipyard facility, resulting in them not being available for charter which could adversely affect
our fleet utilisation rates. The cost and duration of repairs may be unpredictable and could be substantial
or may exceed estimates. We may have to pay repair costs that our insurance will not cover. The loss of
earnings while these vessels or barges are being repaired, as well as the actual cost of the repairs, would
result in a decrease in our earnings.
Our risk assessment and safety management system for our employees may not be sufficient to ensure
that accidents leading to the above outcomes will not arise. While we generally obtain appropriate
insurance coverage in order to protect against such claims, there can be no assurance that the insurance
coverage will be adequate or that our insurers will pay for a particular claim. In the event of an accident
that is not covered by our insurance policies or claims which are in excess of our insurance coverage or
are successfully contested by the insurance companies, our business, financial condition and results of
operations will be adversely affected. Please refer to the sections entitled “Risk Factors – Risks Relating
to our Business and Operations” and “General Information on our Group – Insurance” of this Offer
Document for more details.
As at the Latest Practicable Date, there has not been any marine-related accidents which resulted in a
material and adverse effect on our business, financial condition and results of operations.
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RISK FACTORS
We are exposed to variations in interest rates

We may from time to time finance the refurbishment of our vessels and barges or business expansion
plans through bank borrowings, and may continue to finance the acquisition of new vessels and barges
through the same means. Any fluctuations in market interest rates will affect the cost of our borrowings, to
the extent that such indebtedness is subject to floating interest rates. Any significant increase in interest
rates will have a significant and adverse impact on our ability to renew and/or expand our fleet and our
business, our financial condition and result of operations may be adversely affected.
We are exposed to attacks by pirates

Our vessels or barges may be attacked by pirates. We have taken out hull and machinery insurance
policies in respect of our Group’s vessels and barges which cover damage and/or loss to such vessels
or barges arising out of pirate attacks, which are generally up to the hull values of the relevant vessels
or barges. The loss and/or damage to cargo owned by third parties are covered under insurance policies
taken out by our customers. In the event that our vessels or barges are attacked, destroyed or stolen
by pirates, resulting in damage and/or loss to our vessels exceeding the insurance coverage and is
not covered by the insurance policies we have taken up, our business and financial condition may be
adversely affected.
As at the Latest Practicable Date, none of our vessels or barges have been subject to any attacks by
pirates.
We are exposed to the risk of theft of fuel on our vessels

Fuel onboard our vessels may be pilfered by our crew, third-party contractors or otherwise. In such
an event, we would be required to increase our expenditure on fuel beyond the necessary amount,
which may adversely impact our financial performance. As at the Latest Practicable Date, we have not
experienced any such theft of fuel on our vessels which resulted in a material adverse impact on our
RISKS RELATING TO CONDUCTING BUSINESS IN INDONESIA

Our operations are located only in Indonesia, which makes us sensitive to regulatory, economic,
social, political, environmental and competitive conditions and changes in Indonesia
All of our operations and assets are currently located only in Indonesia. This makes our business,
operations, financial condition and prospects capable of being materially and adversely affected by a
variety of factors in Indonesia, including but not limited to:
(a) inflation, interest rates and general economic conditions;
(b) civil unrest, military conflict, terrorism, change in political climate and general security concerns;
(c) changes in legal and regulatory conditions;
(d) import and export criteria;
(e) changes in duties payable and taxation rates;
(f) natural disasters;
(g) imposition of restrictions on foreign currency conversion or the transfer of funds; or
(h) expropriation or nationalisation of private enterprise or confiscation of private property or assets.
Indonesia has experienced political changes and, from time to time, instability as well as general social
and civil unrest on several occasions in recent years. Since 2000, thousands of Indonesians have
participated in demonstrations throughout the country both for and against political figures, as well as in
response to specific issues, including fuel subsidy reductions, privatisation of state assets, anti-corruption
44
RISK FACTORS
measures, decentralisation and provincial autonomy, potential increases in electricity prices, proliferation
of ride-sharing services and religious intolerance. Although these demonstrations were generally
peaceful, some have turned violent. There can be no assurance that future sources of popular discontent
will not lead to further political and social instability.
In the event of an adverse development of any of the abovementioned factors and we are unable to
adapt our business strategies or operations accordingly, our business, operations, financial condition, and
prospects may be materially and adversely affected.
There is no assurance that we may continue to maintain our shareholding and/or control over our
operating subsidiaries
In certain protected industries (including the vessel chartering industry), foreigners are prohibited from
owning 100 per cent (100%) of Indonesian-incorporated companies. Pursuant to such foreign ownership
restriction, our Company is prohibited from owning more than 49% of the total issued and paid-up
share capital of PT DPAL. Please see Appendix F entitled “Summary of Relevant Indonesian Laws and
Regulations” of this Offer Document for more information on the foreign ownership restriction.
As at the Latest Practicable Date, our Company owns 99% of the issued and paid-up share capital of PT
DNS and 49% of the issued and paid-up share capital of PT DPAL. Accordingly, our Company relies on
contractual arrangements (such as the PT DPAL Shareholders’ Agreement) to maintain control over the
management and operations of PT DPAL. R&P, the Legal Adviser to our Company on Indonesian Law, is
of the opinion that:
(a) PT DPAL’s shareholding structure, which comprises different ownership and voting rights in PT
DPAL, is in compliance with and not contrary to all the relevant prevailing Indonesian laws and
regulations;
(b) PT DPAL’s Class B Shares, being a separate class of shares by virtue of having a different set
of rights from the Class A Shares (i.e. Class B Shares have no voting rights), are allowed by the
prevailing Indonesian laws and regulations;
(c) PT DPAL has taken all possible actions or steps to ensure the legality of the above shareholding
structure, including but not limited to (i) reviewing the prevailing laws and regulations in respect
of the above shareholding structure; (ii) reviewing the PT DPAL Shareholders’ Agreement in
accordance with the Indonesian prevailing laws and regulations; and (iii) seeking and obtaining
verbal clarification from the officials of BKPM and the Ministry of Transportation in respect of the
above shareholding structure of PT DPAL;
(d) PT DPAL’s constituent documents (including but not limited to the PT DPAL Shareholders’
Agreement) are in compliance with and not contrary to the prevailing Indonesian law;
(e) the commercial arrangements set out in the PT DPAL Shareholders’ Agreement (including the
various classes of shares and the accompanying voting rights or the lack thereof) do not conflict
with the prevailing Indonesian laws and regulations; and
(f) PT DPAL’s shareholding structure and the terms contained in the PT DPAL Shareholders’
Agreement are common in Indonesia and are valid, legal and binding, and the obligations of the
parties to the PT DPAL Shareholders’ Agreement and the terms of the PT DPAL Shareholders’
Agreement are enforceable against the parties.
Please refer to the section entitled “Group Structure” and Appendix G entitled “Legal Opinion” of this Offer
Document for details on our subsidiaries’ shareholding structure.
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RISK FACTORS
There is no assurance that the applicable laws will remain unchanged or be enforced differently. In the
event that the Indonesian government introduces new laws or regulations or changes or strictly enforces
certain existing laws or regulations which may restrict coal trading and/or shipping activities in Indonesia
or further restricts foreign ownership or control requirements, our Company may be required to divest
its stake in its Indonesian subsidiaries and the business and financial condition of our Group will be
adversely affected.
As at the Latest Practicable Date, our Group has not encountered any interference or encumbrance from
any governing authorities on our shareholding structure over our Indonesian subsidiaries, as well as on
the PT DPAL Shareholders’ Agreement.
Our Group operates in a legal system in which the application of various laws and regulations
may operate differently from the laws of other jurisdictions
Indonesia’s legal and regulatory regime may be less certain than other markets and may be subject to
unforeseen changes. At times, the interpretation or application of laws and regulations may be unclear
and the content of applicable laws and regulations may not be immediately available to the public. Under
such circumstances, consultation with the relevant authorities in Indonesia may be necessary to obtain a
better understanding or clarification of the applicable laws and regulations.
Indonesia’s legal system is a civil law system, intermixed with customary law (hukum adat) and the
Roman Dutch law, based on written statutes as well as judicial and administrative decisions that do not
constitute binding precedent and are not systematically published. Indonesia’s commercial and civil laws
were historically based on Dutch law as in effect prior to Indonesia’s independence in 1945, and some
laws have not been revised to reflect the complexities of modern financial transactions and instruments.
The administration of laws and regulations by courts and government agencies may be subject to
considerable discretion. In addition, because relatively few disputes relating to commercial matters and
modern financial transactions and instruments are brought before Indonesia’s courts, such courts do
not necessarily have the experience of courts in other jurisdictions. Despite guidelines on how a case
proceeds, there is no certainty as to how long it will take for proceedings in Indonesian courts to be
concluded, and the outcome of proceedings in Indonesian courts may be more uncertain than that of
similar proceedings in other jurisdictions. The application of Indonesian law depends upon subjective
criteria such as the good faith of the parties to the transaction and principles of public policy, the
practical effect of which is difficult or impossible to predict. Indonesian judges operate in an inquisitorial
legal system and have very broad fact-finding powers and a high level of discretion in relation to the
manner in which those powers are exercised. As a result, the administration and enforcement of laws and
regulations by Indonesian courts and Indonesian government agencies may be subject to considerable
discretion, uncertainty and inconsistency.
Indonesian company law affords shareholders with similar legal rights and protection as those that would
apply within the United States of America or the United Kingdom. Those rights include, inter alia, the right
to call a shareholders’ meeting, right of information, independent auditing, right to initiate a derivative
action and sell-out right. As with all civil law jurisdictions, the decisions of Indonesian courts are not
binding precedents and do not constitute a source of law at any level of the judicial hierarchy. In the
absence of clear implementing guidelines in Indonesia, varying interpretations of national regulations
or legislations exist among the Indonesian courts. Without a binding precedent system, the rights of
shareholders under Indonesian law might not be as clearly evident as in the United States of America
and the United Kingdom. In addition, under Indonesian law, companies may have rights and defences to
actions filed by shareholders that these companies would not have in certain other jurisdictions.
We may be subject to additional taxes and penalties due to the differences in the interpretation of
tax laws and regulations by the tax authorities in Indonesia
We are subject to taxes in Indonesia and we have engaged a professional tax consultant to advise us on
our tax computation, reporting and payment obligations in Indonesia. In the event there are amendments
to the prevailing tax regulations in Indonesia, or differences in the interpretation or enforcement of such
regulations, the accuracy and timeliness of our tax reporting, filing and payment procedures may be
adversely affected and may possibly expose us to tax penalties which may result in an adverse effect on
our financial performance.
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RISK FACTORS
During the Relevant Period, we have paid a total of approximately S$0.4 million as settlement of tax
penalties arising from differences in our interpretation and computation of our Group’s tax returns. As at
the Latest Practicable Date, the aforementioned matter has been fully rectified. Subsequent to this, we
have engaged a qualified tax consultant to conduct annual reviews on our tax liabilities, to ensure that
our Group can accurately interpret and remains compliant with all applicable tax regulations. Our Audit
Committee has assessed and is of the opinion that this is an adequate and effective measure to prevent
such future recurrences.
Save as disclosed above, we were not required to pay any additional taxes or penalties during the
Relevant Period resulting from the differences in the interpretation of tax laws and regulations by the
professional tax consultant engaged by us and the tax authorities in Indonesia, which had a material
adverse impact on our operations or financial performance.
We may be subject to exchange control restrictions and/or tax policies in Indonesia which may
affect our ability to receive dividends or other payments from our Indonesian subsidiaries
Our revenue is derived primarily from the operations of our subsidiaries in Indonesia. Such revenues
and profits derived from our subsidiaries are dependent on not only the financial performance but also
restrictions on the repatriation of monies to Singapore under any applicable laws and regulations,
including such laws and regulations on withholding taxes. While Indonesia currently does not impose any
foreign exchange control restrictions, any change of the exchange control regulations in Indonesia may
affect our ability to receive dividends or other payments from our Indonesian subsidiaries. Please refer to
the section entitled “Exchange Controls” of this Offer Document for further details on the repatriation of
monies into Singapore.
Our ability to pay dividends is therefore largely dependent on the income received as dividends from
our Indonesian subsidiaries, which are subject to withholding taxes. The dividends we receive from
our Indonesian subsidiaries may decline in the event the relevant withholding tax rates in Indonesia
increases. We do not have a fixed dividend policy as at the Latest Practicable Date and there is no
assurance that we will be able to pay dividends to Shareholders in the future.
Indonesia is located in an earthquake zone and is subject to significant geological and

meteorological risks that could lead to economic loss
The Indonesian archipelago is one of the most volcanically active regions in the world. Indonesia
is located in the convergence zone of three (3) major lithospheric plates and is therefore subject
to significant seismic activity that can lead to destructive earthquakes and tsunamis or tidal waves.
Indonesia is also susceptible to volcanic eruptions. Volcanic ash from such eruptions may cause flight
disruptions in certain cities, affecting domestic and international flights, as well as loss of lives and
destruction of properties. Any future geological occurrences in Indonesia could significantly affect the
Indonesian economy and our Group’s operations, which could materially and adversely affect our Group’s
business, financial performance, financial condition, results of operations and prospects.
Any outbreak of infectious disease or fear of an outbreak, or any other serious health concerns in
Asia (including Indonesia) or elsewhere may have an adverse effect on the economies of certain
Asian countries and may adversely affect our Group
The outbreak of an infectious disease in Asia (including Indonesia) 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 Indonesia and thereby adversely affect our Group’s revenue. Examples
are the outbreak in 2003 of the Severe Acute Respiratory Syndrome and the outbreak in 2004 and 2005
of the Avian influenza in Asia.
In April 2009, there was an outbreak of the Influenza A (H1N1) virus which originated in Mexico but
subsequently spread to Indonesia, Hong Kong, Japan, Malaysia, Singapore, and elsewhere in Asia. The
Influenza A (H1N1) virus was believed to be highly contagious and was not easily contained.
47
RISK FACTORS
An outbreak of any of the aforementioned viruses or another contagious disease or the measures taken
by the governments of affected countries, including Indonesia, against such potential outbreaks, could
interrupt our Group’s operations, which could have a material adverse effect on our Group’s business,
financial condition, results of operations and prospects. The perception of a potential outbreak of the
aforementioned viruses or any contagious disease may also have an adverse effect on the economic
conditions of countries in Asia, including Indonesia and thereby adversely affect our Group’s business,
financial performance, financial condition, results of operations and prospects.
Terrorist activities in Indonesia could destabilise the country, thereby adversely impacting our
Group’s business
Several terrorist attacks, including bombing incidents, have taken place in Indonesia, most significantly in
Bali in October 2002 and October 2005, and more recently in January 2016, there was a detonation of
explosives at a Starbucks café at M.H. Thamrin Road in Jakarta and in May 2017, there were two suicide
bombings in the Kampung Melayu area in Jakarta. Further terrorist attacks may occur in the future, which
may destablise Indonesia and her government. Violent acts arising from, and leading to, instability and
unrest have in the past had, and may continue to have, a material adverse effect on investment and
confidence in, and the performance of, the Indonesian economy, which could have a material adverse
effect on our Group’s business, financial performance, financial condition, results of operations and
prospects.
RISKS RELATING TO OWNERSHIP OF OUR SHARES

Investments in securities quoted on Catalist involve a higher degree of risk and can be less liquid
than shares quoted on the Main Board of the SGX-ST
An application has been made for our Shares to be listed for quotation on Catalist, a listing platform
designed primarily for fast-growing and emerging or smaller companies to which a higher investment risk
tends to be attached as compared to larger or more established companies listed on the Main Board of
the SGX-ST. An investment in shares quoted on Catalist may carry a higher risk than an investment in
shares quoted on the Main Board of the SGX-ST and the future success and liquidity in the market of our
Shares cannot be guaranteed.
Pursuant to the Catalist Rules, we are required to, inter alia, retain a sponsor at all times after our
admission to Catalist. In particular, unless approved by the SGX-ST, the sponsor must act as our
continuing sponsor for at least three (3) years after the admission of our Company to Catalist. In addition,
we may be delisted in the event that we do not have a sponsor for more than three (3) continuous
months. There is no guarantee that following the expiration of the three (3)-year period, the Sponsor
will continue to act as our sponsor or that we are able to find a replacement sponsor within the three
(3)-month period. Should such risks materialise, we may be delisted and you will not be able to publicly
trade our Shares.
New investors in our Shares may experience future dilution

We intend to grant our employees Awards and/or Options pursuant to the RGD PSP and/or the RGD
ESOS respectively. To the extent that such Awards and/or Options are granted, and vested or exercised,
as the case may be, there will be dilution to investors in this Placement.
Additional funds raised through issuance of new Shares for future growth will dilute
Shareholders’ equity interests
We may, in the future, expand our capabilities and business through acquisitions, joint ventures, strategic
partnerships and alliances with parties who can add value to our business. We may require additional
equity funding after the Placement by way of a placement of new Shares or issue new Shares as
consideration to finance future acquisitions, joint ventures and strategic partnerships and alliances, which
may result in a dilution to the equity interests of our Shareholders. Further, in the event that our Company
raises additional funds to meet its financing needs and existing Shareholders do not participate in the
pro-rata fund raising activities such as rights issues, such Shareholders may experience a dilution in their
shareholdings.
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RISK FACTORS
Future sale or issuance of our Shares could adversely affect our Share price
Any future sale or issuance or availability of a large number of our Shares in the public market or
perception thereof may have a downward pressure on our Share price. These factors also affect our
ability to sell additional equity securities in the future, at a time and price we deem appropriate. Save as
disclosed under the section entitled “Shareholders – Moratorium” of this Offer Document and subject to
applicable laws and regulations, there will be no restriction on the ability of our Shareholders to sell their
Shares either on the SGX-ST or otherwise.
There has been no prior market for our Shares and the Placement may not result in an active or
liquid market for our Shares
Prior to the Placement, there had been no public market for our Shares. Although we have made an
application to the SGX-ST for our Shares to be listed for quotation on Catalist, there is no assurance
that an active trading market for our Shares will develop, or if it develops, be sustained. There is also no
assurance that the market price for our Shares will not decline below the Placement Price. The market
price of our Shares could be subject to significant fluctuations due to various external factors and events
including the liquidity of our Shares in the market, differences between our actual financial or operating
results and those expected by investors and analysts, general market conditions and broad market
fluctuations.
There are inherent risks in the stock market

There exists both a potential for risks and benefits when an investor participates in the stock market.
Our Share price is determined not only by internal factors such as our Group’s profit margins and
development prospects, but may also be adversely affected by changes in macro political and economic
conditions. Our Share price is also subject to extraneous factors such as the market demand and supply
conditions, prevailing interest rates, inflation, the prevailing investor sentiment and other unforeseeable
factors. All these factors can give rise to a deviating share value which can, directly or indirectly, cause
the investor to suffer a loss whilst investing in the stock market.
Investors may not be able to participate in future rights issues or certain other equity issues of
our Shares
In the event that we issue new Shares, we will be under no obligation to offer those Shares to our existing
Shareholders at the time of issue, except where we elect to conduct a rights issue. However, in electing to
conduct a rights issue or certain other equity issues, we will have the discretion and may also be subject
to certain regulations as to the procedures to be followed in making such rights available to Shareholders
or in disposing of such rights for the benefit of such Shareholders and making the net proceeds available
to them. In addition, we may not offer such rights to our existing Shareholders having an address in
jurisdictions outside of Singapore. Accordingly, certain Shareholders may be unable to participate in
future equity offerings by us and may experience dilution in their shareholdings as a result.
Certain transactions may dilute the ownership of Shareholders

As a result of adjustments from rights offerings, certain issuances of new Shares and certain other
actions we may take to modify our capital structure, Shareholders may experience a dilution in their
ownership of our Shares. There can be no assurance that we will not take any of the foregoing actions,
and such actions in the future may adversely affect the market price of our Shares.
Our Share price may be volatile, which could result in substantial losses for investors purchasing
Shares pursuant to the Placement
The trading price of our Shares may fluctuate significantly and rapidly after the Placement as a result of,
amongst others, the following factors, some of which are beyond our control:
(a) variations of our operating results;
(b) changes in securities analysts’ recommendations, perceptions or estimates of our financial

performance;
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RISK FACTORS
(c) changes in market valuations and share prices of companies with business similar to that of our
Company that may be listed in Singapore;
(d) additions or departures of our key management personnel;
(e) material changes or uncertainty in the political, economic and regulatory environment in the
markets that we operate;
(f) fluctuations of stock market prices and volume;
(g) announcements by us or our competitors of significant acquisitions, strategic alliances or joint

ventures;
(h) successes or failures of our efforts in implementing business and growth strategies;
(i) our involvement in material litigation; and
(j) changes in conditions affecting the industry, the general economic conditions or stock market
sentiments or other events or factors.
For these reasons, among others, our Shares may trade at prices that are higher or lower than the NAV
per share. To the extent that there is any retention of operating cash for investment purposes, working
capital requirements or other purposes, these retained funds, while increasing the value of our underlying
assets, may not correspondingly increase the market price of our Shares. Any failure on our part to meet
market expectations with regard to future earnings and cash distributions may adversely affect the market
price for our Shares.
In addition, our Shares are not capital-safe products and there is no guarantee that holders of our Shares
can realise a higher amount or even the principal amount of their investment. In the case of liquidation of
our Company, it is possible that investors may lose all or a part of their investment in our Shares.
Negative publicity including those relating to any of our Directors, Executive Officers or
Substantial Shareholders may adversely affect our Share price
Negative publicity or announcements including those relating to any of our Company, our Group, or our
Directors, Executive Officers or Substantial Shareholders may adversely affect the market perception of
our Group or the performance of the price of our Shares, whether or not they are justified. Examples of
negative publicity include publicity on our unsuccessful attempts in joint ventures, acquisitions or take-
overs, or involvement in insolvency proceedings.
The actual performance of our Company may differ materially from the forward-looking
statements in this Offer Document
This Offer Document contains forward-looking statements, which are based on a number of assumptions
which are subject to significant uncertainties and contingencies, many of which are outside our control.
Furthermore, our revenue and financial performance are dependent on a number of external factors, such
as demand for our services which may decrease for various reasons, including increased competition
within the industry or changes in applicable laws and regulations. We cannot assure you that these
assumptions will be realised and our actual performance will be as projected.
Our Controlling Shareholder will retain significant control over our Group after the Placement,
which will allow it to influence the outcome of matters requiring the approval of Shareholders
Upon completion of the Placement, our Controlling Shareholder, Deli International, will hold directly in
aggregate approximately 83.3% of our issued share capital. As a result, they will be able to exercise
significant influence over matters requiring the approval of Shareholders, including the election of
directors and approval of significant corporate transactions. Their interests may not be aligned with
the interests of our other Shareholders, and they may cause us to, or prevent us from, entering into
certain transactions, the result of which might not be in, or may conflict with, the interests of our other
Shareholders. We cannot assure you that they will vote on Shareholders’ resolutions in a way that will
50
RISK FACTORS
benefit all of our Shareholders. Our Controlling Shareholder will also have veto power in relation to any
shareholder action or approval requiring a majority vote, except in situations where they are required by
the Catalist Rules, the SGX-ST or undertakings given by them to abstain from voting. Such concentration
of ownership may also have the effect of delaying, preventing or deterring a change in control of our
Group which may not benefit our Shareholders.
We may not be able to pay dividends in the future

As at the Latest Practicable Date, we do not have in place a fixed dividend policy. Our ability to declare
dividends to our Shareholders will depend on our future financial performance and distributable reserves
of our Company, which, in turn, depends on us successfully implementing our strategies and future
plans and on financial, competitive, regulatory, technical and other factors, general economic conditions,
demand for and selling prices of our products and services and other factors specific to our industry,
many of which are beyond our control. As such, there is no assurance that our Company will be able to
pay dividends to our Shareholders. In the event that our Company enters into any loan agreements in the
future, covenants therein may also limit when and how much dividends we can declare and pay. Please
refer to the sections entitled “Risk Factors – Risks Relating to Conducting Business in Indonesia – We
may be subject to exchange control restrictions and/or tax policies in Indonesia which may affect our
ability to receive dividends or other payments from our Indonesian subsidiaries” and “Dividend Policy” of
this Offer Document for a description of our dividend policy.
51
USE OF PROCEEDS AND LISTING EXPENSES
The estimated net proceeds to be raised from the issue of the Placement Shares (after deducting
estimated expenses incurred in relation to the Placement of approximately S$1.4 million) will be
approximately S$1.6 million.
Our Company intends to utilise the net proceeds from the issue of the Placement Shares as follows:
Estimated amount
allocated for each dollar
Estimated of gross proceeds raised
amount from the Placement
Intended use (S$’000) (cents)
Use of proceeds from the issue of the Placement Shares

General working capital 1,600 53.3
Net proceeds 1,600 53.3
(1)
Listing expenses
Professional fees(2) 1,100 36.7
(3)
Placement commission 200 6.7
Listing and application fees 100 3.3
Gross proceeds 3,000 100.0
Notes:
(1) Of the total unpaid balance of the listing expenses of approximately S$1.4 million, approximately S$0.4 million will be
capitalised against share capital and the remaining balance will be charged to profit or loss.
(2) This reflects the unpaid balance of the professional fees (including the Sponsor and Issue Manager’s fees, audit fees, legal
fees and other professional fees) as at the date of this Offer Document.
(3) Please refer to the section entitled “Management, Sponsorship and Placement Arrangements” of this Offer Document for
more details.
The foregoing represents our best estimate of our allocation of the net proceeds from the Placement
based on our current plans and reasonable estimates regarding our anticipated expenditures. Actual
expenditures may vary from these estimates and we may find it necessary or advisable to re-allocate
the net proceeds within the categories described above or to use portions of the net proceeds for other
purposes. In the event that any part of our proposed uses of the net proceeds from the Placement
does not materialise or proceed as planned, our Directors will carefully evaluate the situation and may
re-allocate our net proceeds for 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 and our Shareholders, taken
as a whole. Any change to the use of the net proceeds will be subject to the Catalist Rules and
appropriate announcements will be made by our Company on SGXNET at the SGX-ST’s website at
http://www.sgx.com.
As and when the funds from the Placement are materially disbursed, we will make periodic
announcements via SGXNET on the use of the net proceeds and will provide a status report on the use
thereof in our annual report(s).
Pending the deployment of the net proceeds from the Placement as aforesaid, the funds will be placed
in short-term deposits with financial institutions, used to invest in short-term money market instruments
and/or used for working capital requirements as our Directors may, in their absolute discretion, deem
appropriate.
In the reasonable opinion of our Directors, there is no minimum amount which must be raised from the
Placement.
52
USE OF PROCEEDS AND LISTING EXPENSES
None of the net proceeds from the Placement will be used, directly or indirectly, to acquire or re-finance
the acquisition of an asset other than in the ordinary course of business, or to acquire or refinance the
acquisition of another business.
None of the net proceeds from the Placement will be used to discharge, reduce or retire any
indebtedness of our Group.
53
MANAGEMENT, SPONSORSHIP AND PLACEMENT ARRANGEMENTS
MANAGEMENT AND SPONSORSHIP AGREEMENT

Pursuant to the Management and Sponsorship Agreement dated 14 January 2020
(the “Management
and Sponsorship Agreement”) entered into between our Company and ZICO Capital as the Sponsor
and Issue Manager, our Company appointed ZICO Capital to manage and sponsor the Listing. ZICO
Capital will receive a management fee for such services rendered.
The Sponsor and Issue Manager may by notice in writing to our Company terminate the Management
and Sponsorship Agreement on the occurrence of certain events, including the following:
(a) at any time up to the close of the Application List, a notice of refusal to an admission of our
Company to Catalist is issued by the SGX-ST to the Sponsor and Issue Manager;
(b) at any time after the lodgement of this Offer Document with the SGX-ST, acting as agent on behalf
of the Authority but before the close of the Application List, our Company fails and/or neglects to
lodge a supplementary or replacement offer document (as the case may be) if we become aware
of:
(i) a false or misleading statement in this Offer Document;
(ii) an omission from this Offer Document of any information that should have been included in it
under the Catalist Rules or the SFA; or
(iii) a new circumstance that has arisen since this Offer Document was lodged with the
SGX-ST acting as agent on behalf of the Authority and would have been required by the
Catalist Rules or the SFA to be included in this Offer Document if it had arisen before this
Offer Document was lodged,
that is materially adverse from the point of view of an investor; or
(c) the Shares and the Placement Shares have not been admitted to the Catalist on or before 31
January 2020(or such other date as our Company and the Sponsor and Issue Manager may
agree);
(d) at any time our Company releases or discharges the Sponsor and Issue Manager from its
obligations under or pursuant to the mandate letter appointing ZICO Capital as the Sponsor and
Issue Manager in relation to preparing our Company for admission to Catalist; or
(e) if there shall have been, since the date of the Management and Sponsorship Agreement and prior
to or on the close of the Application List:
(i) any breach of warranties or undertakings by our Company in the Management and
Sponsorship Agreement which comes to the knowledge of the Sponsor and Issue Manager
or that any of the warranties is untrue or incorrect;
(ii) any occurrence of certain specified events which comes to the knowledge of the Sponsor
and Issue Manager;
(iii) any adverse change, or any development involving a prospective adverse change, in the
condition (financial or otherwise) of our Company and/or any of our subsidiaries or of our
Group as a whole;
(iv) any introduction or prospective introduction of or any change or prospective change in any
legislation, regulation, order, policy, rule, guideline or directive in Singapore or elsewhere
(whether or not having the force of law) and including, without limitation, any directive or
request issued by the Authority, the SIC or the SGX-ST or relevant authorities elsewhere, in
the interpretation or application thereof by any court, government body, regulatory authority
or other competent authority in Singapore or elsewhere;
54
(v) any change, or any development involving a prospective change, in local, national, regional
or international financial (including stock market, foreign exchange market, inter-bank
market or interest rates or money market), political, industrial, economic, legal or monetary
conditions, taxation or exchange controls (including without limitation, the imposition
of any moratorium, suspension or restriction on trading in securities generally on the
SGX-ST due to exceptional financial circumstances or otherwise, adverse changes in foreign
exchange controls in Singapore and overseas or any combination of any such changes or
developments or crises, or any deterioration of any such conditions);
(vi) any imminent threat or occurrence of any local, national, regional or international outbreak
or escalation of hostilities, insurrection, terrorist attacks or armed conflict (whether or not
involving financial markets) in any jurisdiction;
(vii) any regional or local outbreak of disease that may have an adverse effect on the financial
market; or
(viii) any other occurrence of any nature whatsoever,
which in the opinion of the Sponsor and Issue Manager results or is likely to result in a material
adverse fluctuation or material adverse conditions in the stock market in Singapore or overseas; or
is likely to materially prejudice the success of the subscription of the Placement Shares (whether
in the primary market or in respect of dealings in the secondary market); or makes it impracticable,
inadvisable, inexpedient or uncommercial to proceed with any of the transactions contemplated
in this Agreement; or is likely to have a material adverse effect on the business, trading position,
operations or prospects of our Company and/or any of our subsidiaries or of our Group as a whole;
or results or is likely to result in the issue of a notice of refusal to an admission of our Company to
Catalist by the SGX-ST to the Sponsor and Issue Manager at any point prior to the listing of all the
issued Shares; or makes it uncommercial or otherwise contrary to observe or perform or be obliged
to observe or perform the terms of the Management and Sponsorship Agreement.
ZICO Capital will be the continuing sponsor of our Company for a period of three (3) years from the date
our Company is admitted and listed on Catalist.
PLACEMENT AGREEMENT
Pursuant to the Placement Agreement dated 14 January 2020, our Company appointed UOBKH as
Placement Agent, and UOBKH has agreed to subscribe or procure subscriptions for the Placement
Shares upon the terms and subject to the conditions of the Placement Agreement. Our Company shall
pay to the Placement Agent a placement commission of 3.5% of the Placement Price for the total number
of Placement Shares which the Placement Agent has agreed to subscribe or procure subscribers for
pursuant to the Placement Agreement, subject to a minimum placement commission of S$200,000. The
Placement Agent shall be at liberty at its own expense to make sub-placement arrangements in respect
of its placement obligations under the Placement Agent upon such terms and conditions as it deems fit.
Our Company acknowledges that subscribers of the Placement Shares may be required by the
Placement Agent to pay brokerage of up to 1.0% of the Placement Price (and the prevailing goods and
services tax thereon, if applicable) to the Placement Agent or any sub-placement agent that may be
appointed by the Placement Agent.
The obligations of the Placement Agent under the Placement Agreement is conditional upon, amongst
others:
(a) this Offer Document having been registered by 14 January 2020 (or such other date as our
Company, the Sponsor and Issue Manager and the Placement Agent may agree) with the SGX-ST
acting as agent on behalf of the Authority;
55
(b) the listing and quotation notice (“LQN”) issued by SGX-ST in relation to the listing and quotation
by SGX-ST of our Shares already issued, the Placement Shares which are the subject of this
Placement, the Option Shares and the Award Shares on the Catalist being issued or granted
by the SGX-ST and such LQN not being revoked or withdrawn on or prior to the date of
commencement of trading of our Shares on the Catalist;
(c) the compliance by our Company to the satisfaction of SGX-ST with all the conditions imposed by
the SGX-ST in granting the LQN, where such conditions are required to be complied with by the
closing date of the Application List or the date of commencement of trading of our Shares on the
Catalist, as the case may be;
(d) such approvals of governmental or regulatory authorities (including governmental or regulatory

authorities in Singapore and Indonesia and corporate or shareholder approvals of our Company
as may be required for the Placement being obtained, and not withdrawn or amended, on or before
the date on which our Company is admitted to the Catalist (or such other date as our Company,
the Sponsor and Issue Manager, and the Placement Agent may agree), and the compliance in full
to the satisfaction of all the relevant authorities granting such approvals of all conditions (if any)
attaching or in relation thereto on or before the date on which our Company is admitted to the
Catalist (or such other date as our Company, the Sponsor and Issue Manager, and the Placement
Agent may agree);
(e) the compliance by our Company with all applicable laws and regulations concerning the
Placement, the admission of our Company to the Catalist and the listing and quotation of all
the existing issued Shares, the Placement Shares, the Award Shares and the Option Shares on
Catalist and the transaction contemplated in the Placement Agreement and the Offer Document,
and no new laws, regulations and directives having been promulgated, published and/or issued
and/or having taken effect or other similar matter having occurred which, in the opinion of the
Placement Agent, have or may have an adverse effect on the Placement; and
(f) there having been, in the opinion of the Placement Agent, no material adverse change or any
development likely to result in a material adverse change in the business, trading, operational,
financial or other condition of our Group between the date of the Placement Agreement and the
date of commencement of trading of Shares on the Catalist, nor the occurrence of any event nor
the discovery of any fact rendering untrue, incorrect or misleading in any material respect, as
at the date of commencement of trading of our Shares on the Catalist, any of the warranties or
representations nor any breach by our Company of any of its obligations under the Placement
Agreement.
Other than pursuant to the Placement Agreement, there are no contracts, agreements or understandings
between our Company and any person or entity that would give rise to any claim for brokerage
commission, finder’s fees or other payments in connection with the purchase of the Placement Shares.
Save as aforesaid, no commission, discount or brokerage, has been paid or other special terms granted
within the two (2) years preceding the Latest Practicable Date or is payable to any Director, promoter,
expert, proposed Director or any other person for subscribing or agreeing to subscribe or procuring
or agreeing to procure subscriptions for any shares in, or debentures of, our Company or any of our
subsidiaries.
In the event that the Management and Sponsorship Agreement and/or the Placement Agreement are
terminated prior to the date of the close of the Application List, our Directors reserve the right, at their
absolute discretion, to cancel the Placement.
Save as disclosed above, we do not have any material relationship with the Sponsor and Issue Manager,
and the Placement Agent.
56
DIVIDEND POLICY
Our Company was incorporated on 12 December 2018 and has not declared or paid any dividends since
incorporation. Our subsidiaries, PT DNS and PT DPAL have declared and paid dividends for FY2016,
FY2017, FY2018 and 1H2019 as follows:
Dividends paid
FY2016 FY2017 FY2018 1H2019
PT DNS – – – –
PT DPAL – – IDR 15,000,000,000 –
(approximately
S$1,422,0001)
1
Save as disclosed above, our subsidiaries have not paid any other dividends during the Period Under
Review.
We currently do not have a fixed dividend policy. Our Directors may, without the approval of our
Shareholders, also declare an interim dividend. 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 Board. We must pay all dividends out of profits or otherwise in accordance with the
Companies Act.
As a holding company, we are further dependent on distributions from our subsidiaries in order to pay
dividends in the future. The ability of our subsidiaries to declare any dividends to us, in terms of the
timing, amount and form, will be dependent on the income and cash available to them and may be
restricted under applicable laws or regulations. Our subsidiaries may also be restricted from paying
dividends or making any other distributions to their respective shareholders, including us, as required by
the terms of the instruments governing the borrowings of our subsidiaries, as the case may be.
The form, frequency and amount of future dividends on our Shares that our Directors may recommend or
declare in respect of any particular financial year or period will be subject to various factors including but
not limited to:
1. the level of our cash and retained earnings;
2. our actual and projected financial performance;
3. our projected levels of capital expenditure and other investment plans;
4. the ability of our subsidiaries to make dividend payments to our Company;
5. our working capital requirements and general financing condition; and
6. restrictions on payment of dividends imposed on us by our financing arrangements (if any).
Investors should, however, note that all the foregoing statements 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. No inference should or can be made from any of the foregoing statements as to our
actual future profitability or ability to pay any future dividends. There can be no assurance that dividends
will be paid in the future or of the amount or timing of any dividends that will be paid in the future.
Please refer to the Appendix I entitled “Taxation” of this Offer Document for information relating to taxes
payable on dividends.
1
Based on an exchange rate IDR 10,548 : S$1.00, being the average rate for the financial year ended 31 December 2018.
57
SHARE CAPITAL
Our Company (Company Registration Number 201841763M) was incorporated in Singapore on

12 December 2018 under the Companies Act as a private company limited by shares under the
name “Resources Global Development Pte. Ltd.”. Subsequently, on 23 December 2019, our Company
was converted into a public company and consequentially changed our name to “Resources Global
Development Limited”.
At incorporation, our issued and paid-up share capital was S$3,000,000 comprising 3,000,000 Shares
allotted and issued to Deli International. The shareholders of Deli International are Mr Djunaidi Hardi
(25%), Mr Arifin Tan (25%), Mr Juhadi (20%), Mr Limas Ananto (15%) and Mr Arifin Ang (15%). Mr
Djunaidi Hardi, Mr Juhadi, Mr Limas Ananto and Mr Arifin Ang are siblings.
Following completion of the Restructuring Exercise, our Company became the holding company of our
Group. Please refer to the section entitled “Restructuring Exercise” of this Offer Document. As at the
date of this Offer Document, our issued and paid-up share capital is S$3,000,000 comprising 75,000,000
ordinary shares.
Pursuant to the resolutions passed by our Shareholder by way of resolutions of a one member company
pursuant to section 184G of the Companies Act, on 23 December 2019, our Shareholder approved, inter
alia, the following:
(a) the Share Split;
(b) the conversion of our Company into a public company limited by shares and the consequential
change of our name to “Resources Global Development Limited”;
(c) the listing and quotation of all the issued Shares (including the Placement Shares to be allotted
and issued as part of the Placement), the Option Shares and the Award Shares to be issued (if
any) on Catalist;
(d) the adoption of a new Constitution;
(e) the adoption of the IPT General Mandate;
(f) the allotment and issue of the Placement Shares pursuant to the Placement, which when allotted,
issued and fully paid-up, will rank pari passu in all respects with the existing issued and fully paid-
up Shares;
(g) the authorisation for our Directors, pursuant to Section 161 of the Companies Act and the
Constitution for the time being of our Company to (i) issue Shares whether by way of rights, bonus
or otherwise; (ii) make or grant offers, agreements or options (collectively, “Instruments”) that
might or would require Shares to be issued, including but not limited to the creation and issue of
(as well as adjustments to) warrants, debentures or other instruments convertible into Shares, at
any time and upon such terms and conditions and for such purposes and to such persons as our
Directors may in their absolute discretion deem fit; and (iii) (notwithstanding the authority conferred
by this resolution may have ceased to be in force) issue Shares in pursuance of any Instruments
made or granted by our Directors while this resolution was in force, provided that:
(1) the aggregate number of Shares (including Shares to be issued in pursuance of the
Instruments, made or granted pursuant to this resolution) and Instruments to be issued
pursuant to this resolution shall not exceed 100.0% of the total number of issued Shares
(excluding treasury shares) in the capital of our Company (as calculated in accordance
with sub-paragraph (2) below), of which the aggregate number of Shares to be issued
(including Shares to be issued pursuant to the Instruments) other than on a pro-rata basis
to existing Shareholders shall not exceed 50.0% of the total number of issued Shares
(excluding treasury shares) in the capital of our Company (as calculated in accordance with
subparagraph (2) below);
58
SHARE CAPITAL
(2) (subject to such calculation as may be prescribed by the SGX-ST) for the purpose of
determining the aggregate number of Shares (including Shares to be issued pursuant to
the Instruments) that may be issued under sub-paragraph (1) above, the percentage of
Shares that may be issued shall be based on the total number of issued Shares of our
Company (excluding treasury shares) immediately after the Placement, after adjusting for
(i) new Shares arising from the conversion or exercise of the Instruments or any convertible
securities; (ii) new Shares arising from the exercise of share options or vesting of share
awards which are outstanding or subsisting at the time this authority is given; and (iii) any
subsequent bonus issue, consolidation or sub-division of Shares;
(3) in exercising such authority, our Company shall comply with the provisions of the Catalist
Rules for the time being in force (unless such compliance has been waived by the SGX-ST)
and the Constitution of our Company; and
(4) unless revoked or varied by our Company in a general meeting, such authority shall continue
in force until (i) the conclusion of the next annual general meeting of our Company; or (ii)
the date by which the next annual general meeting of our Company is required by law to be
held, whichever is the earlier;
(h) without prejudice to the generality of, and pursuant and subject to the approval of the general
mandate to issue Shares as set out in paragraph (g) above, authorisation of our Directors,
pursuant to Section 161 of the Companies Act, to issue Shares other than a pro-rata basis, at a
discount not exceeding 10.0% of the weighted average price of the Shares for trades done on the
SGX-ST for the full market day on which the placement or subscription agreement is signed (or if
not available, the weighted average price based on trades done on the preceding market day up
to the time the placement or subscription agreement is signed), at any time and upon such terms
and conditions and for such purposes and to such persons as our Directors may in their absolute
discretion deem fit, provided that:
(1) in exercising such authority so conferred in this paragraph (h), our Company shall comply
with the provisions of the Catalist Rules for the time being in force (unless such compliance
has been waived by the SGX-ST) and the Constitution for the time being of our Company;
and
(2) unless revoked or varied by our Company in general meeting, the authority so conferred
in this paragraph (h) shall continue in force until the conclusion of the next annual general
meeting of our Company or the date by which the next annual general meeting of our
Company is required by law to be held, whichever is the earlier;
(i) the adoption of the RGD ESOS, details of which are set out in the section entitled “RGD ESOS”
and also in Appendix J entitled “Rules of the RGD ESOS” of this Offer Document and that our
Directors be authorised to allot and issue Option Shares upon the exercise of Options granted
under the RGD ESOS; and
(j) the adoption of the RGD PSP, details of which are set out in the section entitled “RGD PSP” and
also in Appendix K entitled “Rules of the RGD PSP” of this Offer Document and that our Directors
be authorised to allot and issue Award Shares upon the vesting of Awards granted under the RGD
PSP.
As at the Latest Practicable Date, our Company has only one (1) class of shares, being ordinary shares.
The rights and privileges of our Shares are stated in our Constitution, a summary of which is set out in
Appendix E entitled “Summary of our Constitution” of this Offer Document. Save for the Award Shares
and the Option Shares, there are no founder, management, deferred or unissued Shares reserved for
issuance for any purpose.
59
SHARE CAPITAL
Save for the Options which may be granted under the RGD ESOS and the Awards which may be
granted under the RGD PSP, no person has been, or is entitled to be, given an option to subscribe for
or purchase any securities of our Company or any of our subsidiaries. As at the Latest Practicable Date,
no Option has been granted pursuant to the RGD ESOS and no Award has been granted pursuant to
the RGD PSP. As at the Latest Practicable Date, the Shares held by our Controlling Shareholder and the
Placement Shares to be allotted and issued are not subject to any pledge, mortgage or any other form of
encumbrance. There are no Shares that are held by or on behalf of our Company or by our subsidiaries.
As at the date of this Offer Document, the issued and paid-up share capital of our Company is
S$3,000,000 divided into 75,000,000 Shares. Upon the issue and allotment of the Placement Shares,
the resultant issued and paid-up share capital of our Company will be increased to approximately
S$5,600,000 comprising 90,000,000 Shares, after taking into account the capitalisation of the estimated
expenses in relation to the Placement.
Details of the changes to the issued and paid-up share capital of our Company since the date of
incorporation, and the resultant issued and paid-up share capital immediately after the Placement are as
follows:
Issued and
Number of Paid-Up Share
Shares Capital (S$)
Issued and fully paid Shares as at date of incorporation and prior to Share Split 3,000,000 3,000,000
Issued and fully paid Shares after the Share Split 75,000,000 3,000,000
Issue of new Shares pursuant to the Placement 15,000,000 2,600,000(1)
Post-Placement issued and paid-up share capital 90,000,000 5,600,000
Note:
(1) This takes into account the capitalisation of estimated listing expenses of approximately S$0.4 million.
The shareholders’ equity attributable to the equity holders of our Company as at the date of incorporation,
immediately before the Placement, and immediately after the Placement are set out below:
Immediately Immediately
As at the date before the after the
of incorporation Placement Placement
Issued and paid-up Shares (number of Shares) 3,000,000 75,000,000 90,000,000

Issued and paid-up share capital (S$) 3,000,000 3,000,000 5,600,000(1)
Shareholders’ equity attributable to the equity holders of the
Company (S$) 3,000,000 16,498,451(2) 18,056,198(3)
Notes:
(1) This takes into account the capitalisation of estimated listing expenses of approximately S$0.4 million.
(2) Based on the unaudited combined statement of financial position of our Group as at 30 June 2019.
(3) Based on the unaudited combined statement of financial position of our Group as at 30 June 2019, adjusted for the net
proceeds from the Placement.
60
SHARE CAPITAL
Save as disclosed above and below in this section, there were no changes in the issued and paid-up
share capital of our Company and our subsidiaries within the last three (3) years preceding the Latest
Practicable Date.
Number of shares Resultant issued

Date of issue Consideration (S$) issued Purpose of issue share capital (S$)
Our Company
12 December 2018 3,000,000 3,000,000 At incorporation 3,000,000
23 December 2019 Nil 75,000,000 Share split 3,000,000
Date of issue Consideration Number of shares Purpose Resultant issued

(IDR) issued of issue share capital (IDR)
Subsidiaries
PT DNS
25 September 2018 11,000,000,000 11,000 Increase in share 12,000,000,000

capital
PT DPAL
12 February 2016 11,900,000,000 11,900 Increase in share 12,500,000,000

capital
19 March 2019 Nil 12,125 Class A Reclassification and 12,500,000,000
Shares conversion of 12,125
shares to Class A
Shares, being the
ordinary shares
19 March 2019 Nil 375 Class B Reclassification and 12,500,000,000
Shares conversion of 375
ordinary shares to
Class B Shares
61
SHAREHOLDERS
OWNERSHIP STRUCTURE
Our Directors and Shareholders and their respective shareholdings in our Company immediately before
and after the Placement are set out below:
Before the Placement After the Placement

Direct Interest Deemed Interest Direct Interest Deemed Interest
Number of Number of Number of Number of
Shares % Shares % Shares % Shares %
Directors
Salim Limanto(1) – – – – – – – –
Lee Yaw Loong Francis – – – – – – – –
Gouw Eng Seng – – – – – – – –
Alice Yan – – – – – – – –
Hew Koon Chan – – – – – – – –
Substantial Shareholders
Deli International 75,000,000 100.0 – – 75,000,000 83.3 – –
Resources Pte. Ltd.
Juhadi(2)(3) – – 75,000,000 100.0 – – 75,000,000 83.3

(2)
Arifin Tan – – 75,000,000 100.0 – – 75,000,000 83.3
(1)(2)(3)
Djunaidi Hardi – – 75,000,000 100.0 – – 75,000,000 83.3
Public – – – – 15,000,000 16.7 – –
Total 75,000,000 100.0 – – 90,000,000 100.0 – –
Notes:
(1) Mr Salim Limanto, our Executive Director and Chief Operating Officer, is the son of Mr Djunaidi Hardi.
(2) DIR is the controlling shareholder of our Company. DIR is a private limited company incorporated in Singapore on 5
September 2006. The shareholders of DIR are Mr Arifin Tan (25.0%), Mr Djunaidi Hardi (25.0%), Mr Juhadi (20.0%),
Mr Limas Ananto (15.0%) and Mr Arifin Ang (15.0%). Mr Juhadi, Mr Arifin Tan and Mr Djunaidi Hardi are deemed to be
interested in the Shares owned by DIR by virtue of Section 4 of the SFA.
(3) Mr Juhadi, Mr Djunaidi Hadi, Mr Limas Ananto and Mr Arifin Ang are siblings.
Save as disclosed above and in the section entitled “Directors, Executive Officers and Employees –
Directors” of this Offer Document, there are no other relationships among our Directors, Executive
Officers and Substantial Shareholders.
The Shares held by our Directors and Substantial Shareholders do not carry different voting rights from
the Placement Shares which are the subject of the Placement.
Save as disclosed above, to the best of the knowledge of our Directors, our Company is not directly or
indirectly owned or controlled, whether severally or jointly, by any other corporation, any government or
other natural or legal person. Our Directors are not aware of any arrangement the operation of which
may, at a subsequent date, result in a change in control of our Company.
There has not been any public take-over offer by a third-party in respect of our Shares or by our
Company in respect of the shares of another corporation or units of a business trust which has occurred
between the date of the incorporation of our Company and the Latest Practicable Date.
62
SHAREHOLDERS
SIGNIFICANT CHANGES IN PERCENTAGE OF OWNERSHIP

Save as disclosed in this section and in the sections entitled “Share Capital” and “Restructuring Exercise”
of this Offer Document, there have been no significant changes in the percentage of ownership of our
Shares from the incorporation of our Company until the Latest Practicable Date.
MORATORIUM
To demonstrate their commitment to our Group, Deli International which will directly hold 75,000,000
Shares (representing approximately 83.3% of our Company’s post-Placement share capital) (“Relevant
Shares”), has undertaken not to sell, contract to sell, offer, realise, transfer, assign, grant any option
or right to acquire, pledge, grant any security over, directly or indirectly, or otherwise dispose of or
encumber:
(a) any part of the Relevant Shares held by it for a period of six (6) months commencing from the date
of admission of our Company to Catalist; and
(b) more than 50.0% of such Relevant Shares held by it for a period of six (6) months thereafter.
Each of our Founding Shareholders who collectively hold 75,000,000 Shares (representing 83.3% of
our Company’s post-Placement share capital) indirectly through their respective shareholdings in Deli
International (“Holdco Shares”), has undertaken not to sell, contract to sell, offer, realise, transfer,
assign, grant any option or right to acquire, pledge, grant any security over, directly or indirectly, or
otherwise dispose of or encumber any part of the Holdco Shares held by him for a period of twelve (12)
months commencing from the date of our Company’s admission to the Catalist.
63
PLACEMENT STATISTICS
Placement Price 20.0 cents
NAV(1)
NAV per Share based on the unaudited combined statement financial position of
our Group as at 30 June 2019:
(i) before adjusting for the estimated net proceeds from the Placement and 22.0 cents
based on our Company’s share capital of 75,000,000 Shares immediately
before the Placement
(ii) after adjusting for the estimated net proceeds from the Placement and based 20.1 cents
on our Company’s share capital of 90,000,000 Shares immediately after the
completion of the Placement
Discount of the Placement Price over the NAV per Share as at 30 June 2019:
(a) before adjusting for the estimated net proceeds from the Placement and 9.1%
based on our Company’s share capital of 75,000,000 Shares immediately
before the Placement
(b) after adjusting for the estimated net proceeds from the Placement and based 0.5%
on our Company’s share capital of 90,000,000 Shares immediately after
completion of the Placement
EPS
Historical EPS based on the audited combined statements of comprehensive 3.0 cents
income of our Group for FY2018 and our Company’s share capital of 75,000,000
Shares immediately before the Placement
Historical EPS based on the audited combined statements of comprehensive 2.5 cents
income of our Group for FY2018 and our Company’s share capital of 75,000,000
Shares immediately before the Placement , assuming that the Service Agreements
(as set out in the section entitled “Directors, Executive Officers and Employees
– Service Agreements” of this Offer Document) had been in place since the
beginning of FY2018
PER
PER based on the Placement Price and the historical EPS of our Group for 6.7 times
FY2018
PER based on the Placement Price and the historical EPS of our Group for 8.0 times
FY2018, assuming that the Service Agreements had been in place since the
beginning of FY2018
Net Cash Flow from Operations
Historical net cash flow from operations per Share of our Group for FY2018 based 6.4 cents
on our Company’s share capital of 75,000,000 Shares immediately before the
Placement
64
PLACEMENT STATISTICS
Historical net cash flow from operations per Share of our Group for FY2018 based 6.0 cents
on our Company’s share capital of 75,000,000 Shares immediately before the
Placement, assuming that the Service Agreements had been in place since the
beginning of FY2018
Price To Net Cash Flow from Operations Ratio
Ratio of Placement Price to historical net cash flow from operations per Share for 3.1 times
FY2018
Ratio of Placement Price to historical net cash flow from operations per Share 3.3 times
for FY2018, assuming that the Service Agreements had been in place since the
beginning of FY2018
Market Capitalisation
Our market capitalisation based on the Placement Price and our Company’s share S$18.0 million
capital of 90,000,000 Shares immediately after the completion of the Placement at
S$0.20 per Placement Share
Note:
(1) Based on the NAV attributable to the equity holders of our Company.
None of our Directors or the Substantial Shareholder(s) of our Company or their respective Associate(s)
have acquired any Shares during the period of three (3) years prior to the date of lodgement of this Offer
Document.
65
RESTRUCTURING EXERCISE
Our Group was formed through the Restructuring Exercise which involved a series of acquisitions, the
rationalisation of our corporate and shareholding structure as well as business and operations for the
purposes of the Placement. Pursuant to the Restructuring Exercise, our Company became the holding
company of our Group.
The Restructuring Exercise involved the following steps:
1. Incorporation of our Company

Our Company was incorporated in Singapore on 12 December 2018 with an initial paid-up share
capital of S$3,000,000 comprising 3,000,000 Shares. The initial subscriber of the Shares is Deli
International.
2. Acquisition of 49% of PT DPAL

Prior to the Restructuring Exercise, the shareholding structure of PT DPAL was as follows:
Percentage of the
Number of issued and paid-up Issued and paid-up
Shareholder ordinary shares share capital (%) share capital (IDR)
PT DNS 7,500 60 7,500,000,000
PT DIS 5,000 40 5,000,000,000
Total 12,500 100 12,500,000,000
On 12 December 2018:
(a) our Company entered into a deed of sale and purchase agreement with PT DNS to acquire
6,125 ordinary shares, representing 49% of the issued and paid-up share capital of PT
DPAL, at a consideration of IDR 6,125,000,000, as determined based on the issued and
paid-up share capital of PT DPAL;
(b) PT DIS entered into a deed of sale and purchase agreement with PT DNS to acquire 1,000
ordinary shares representing 8% of the issued and paid-up share capital of PT DPAL, at a
consideration of IDR 1,000,000,000, as determined based on the issued and paid-up share
capital of PT DPAL; and
(c) Mr Petter Lim entered into a deed of sale and purchase agreement with PT DNS to acquire
375 ordinary shares representing 3% of the issued and paid-up share capital of PT DPAL, at
a consideration of IDR 375,000,000, as determined based on the issued and paid-up share
capital of PT DPAL.
On 21 December 2018, PT KNG entered into a deed of sale and purchase agreement with
Mr Petter Lim to acquire 375 ordinary shares, representing 3% of the issued and paid-up share
capital of PT DPAL, at a consideration of IDR 375,000,000, as determined based on the issued
and paid-up share capital of PT DPAL.
Immediately following the above, the shareholding structure of PT DPAL was:
Percentage of the
Company 6,125 49 6,125,000,000
(1)
PT DIS 6,000 48 6,000,000,000
(2)
PT KNG 375 3 375,000,000
Total 12,500 100 12,500,000,000
66
Notes:
(1) PT DIS is an investment holding company incorporated in Indonesia. PT DIS owns 1% of PT DNS to comply with
Indonesian laws, which require a minimum of two (2) shareholders in a limited liability company. The shareholders
of PT DIS are Mr Juhadi (25%), Mr Arifin Tan (25%), Mr Djunaidi Hardi (15%), Mr Arifin Ang (15%), Mdm Lai Hong
(10%) and Mdm Ratih Anggaraini (10%). Mdm Lai Hong is the spouse of Mr Djunaidi Hardi. Mdm Ratih Anggaraini is
the spouse of Mr Limas Ananto. Mr Juhadi, Mr Arifin Ang, Mr Djunaidi Hardi and Mr Limas Ananto are siblings.
(2) PT KNG is an investment holding company incorporated in Indonesia. The shareholders of PT KNG are Mr Petter Lim
(99%) and Mr Hendri (1%), both of whom are employees of PT DPAL.
3. Reclassification of the share capital in PT DPAL

On 19 March 2019, a resolution was adopted in the general meeting of shareholders of PT DPAL
approving the new classification of shares to be as follows:
(a) Class A Shares will be ordinary shares with voting rights held by our Company and PT DIS;
and
(b) Class B Shares will be shares with no voting rights held by PT KNG.
Without prejudice to the difference in voting rights above, all shares in PT DPAL (including Class
A Shares and Class B Shares) will rank the same and carry the same rights which are applicable
to them pursuant to Law No. 40 of 2007 on Limited Liability Companies (“Law 40/2007”) and PT
DPAL’s articles of association, including the right to receive dividend and distribution of capital and
surplus upon winding up of PT DPAL.
The amendment of the articles of association of PT DPAL, resulting from the reclassification of
shares, has been reported to and approved by the MOLHR on 21 March 2019.
The Class B Shares in the share capital of PT DPAL shall not carry any voting rights at any
shareholder meetings of PT DPAL and shall not be taken into account for the purposes of
determining whether there is a quorum at any such meetings of PT DPAL.
Deed No. 08 dated 19 March 2019, made before Yoke Reinata, S.H., M.Kn., notary in Tangerang,
which has been notified to and accepted by the MOLHR under letter No.AHU-AH.01.03-0159773
and No.AHU-AH.01.03-0159777 dated 21 March 2019 sets forth the following, inter alia:
(a) the approval of the shareholders of PT DPAL at a general meeting for the reclassification
and conversion of the issued and paid-up share capital of PT DPAL as follows:
(i) 12,125 Class A Shares; and
(ii) 375 Class B Shares;
(b) the approval of the shareholders of PT DPAL of the changes in the shareholding of its
shareholders as a result of the reclassification and conversion of the issued and paid-up
share capital of PT DPAL as follows:
(i) our Company as the holder and owner of 6,125 Class A Shares;
(ii) PT DIS as the holder and owner of 6,000 Class A Shares; and
(iii) PT KNG as the holder and owner of 375 Class B Shares.
67
Immediately following the above, the shareholding structure of PT DPAL was:
Percentage of the
Number of Type of issued and paid-up Issued and paid-up
Shareholder shares shares share capital (%) share capital (IDR)
Company 6,125 Class A Shares 49 6,125,000,000
PT DIS 6,000 Class A Shares 48 6,000,000,000
PT KNG 375 Class B Shares 3 375,000,000
Total 12,500 100 12,500,000,000
On 31 August 2019, our Company, PT DIS and PT KNG entered into a shareholders’ agreement
to govern the management and control of PT DPAL (“PT DPAL Shareholders’ Agreement”). The
salient terms of the PT DPAL Shareholders’ Agreement include the following:
(a) our Company will have the sole right to nominate the appointment and propose the
termination of the members of the Board of Directors (including the president director) of PT
DPAL nominated by our Company at any time. PT DIS will approve the nomination and the
proposed termination by our Company;
(b) our Company will have the sole right to nominate the appointment and propose the
termination of the members of Board of Commissioners (including the president
commissioner) of PT DPAL. PT DIS will approve the nomination and the proposed
termination by our Company;
(c) our Company will have the sole right to nominate the key executives and management
personnel of PT DPAL. PT DIS will approve the nomination and the proposed termination by
our Company;
(d) the quorum for any meeting of directors and commissioners of PT DPAL shall be no less
than one director or commissioner present, respectively;
(e) the quorum for all general meeting of shareholders of PT DPAL shall be in accordance with
the provisions under the prevailing Indonesian law and PT DPAL’s articles of association,
as may be amended from time to time, provided that the general meeting of shareholders
must be attended by a representative of our Company in person or by proxy, and that no
shareholders’ resolution can be passed without the affirmative vote of our Company;
(f) during the general meeting of shareholders, PT DIS will vote in tandem with our Company
on all resolutions, including all special resolutions to be resolved in any general meeting of
shareholders of PT DPAL;
(g) PT DIS and PT KNG will provide our Company with irrevocable undertakings to sell their
respective holdings of 6,000 Class A Shares and 375 Class B Shares to our Company, and
to effect such sale as soon as practicable and without undue delay when the relevant laws
and regulations of Indonesia allow. The consideration shall be determined at the point of the
share sale, and is subject to the requirements of the Catalist Rules as may be amended,
supplemented or replaced from time to time;
(h) PT DIS and PT KNG will not sell, contract to sell, offer, realise, transfer, assign, grant any
option or right to acquire, pledge, grant any security over, directly or indirectly, or otherwise
dispose of or encumber any of the Class A Shares and Class B Shares, as the case may
be, held directly or indirectly by them respectively, unless a prior written approval from the
Audit Committee (on a unanimous basis) and the Board of Directors of our Company is first
obtained;
68
(i) PT DIS and PT KNG shall procure that the shareholders of PT DIS and PT KNG shall
not sell, contract to sell, offer, realise, transfer, assign, grant any option or right to acquire,
pledge, grant any security over, directly or indirectly, or dispose of or encumber any of the
shares in the issued and paid-up share capital of PT DIS and PT KNG to any third-party,
unless a prior written approval from the Audit Committee (on a unanimous basis) and the
Board of Directors of our Company is first obtained; and
(j) in the event of any inconsistency or conflict between the PT DPAL Shareholders’ Agreement
and PT DPAL’s articles of association, the provisions of the PT DPAL Shareholders’
Agreement shall prevail.
Our Head of Legal and Corporate Affairs, Mr Antonius Ferry Bastian and our Chief Financial
Officer, Mr Yeo Tze Khern, will monitor and report to our Audit Committee the ongoing compliance
by our Company, PT DIS and PT KNG with the terms set out in the PT DPAL Shareholders’
Agreement. Please refer to the section entitled “Corporate Governance – Audit Committee” of this
Offer Document for further details on functions of our Audit Committee.
We have also incorporated in our Company’s Constitution that in the event of any variations,
amendments, modifications or deletions to the terms of the PT DPAL Shareholders’ Agreement
(other than amendments to remain in compliance with the prevailing laws and regulations in
Indonesia), our Company shall seek the approval of its independent Shareholders in a general
meeting. Please refer to Appendix D entitled “Summary of our Constitution” of this Offer Document
for further details. For the avoidance of doubt, the PT DPAL Shareholders’ Agreement shall
continue to be effective notwithstanding (i) any changes in the shareholdings of the existing
shareholders of PT DIS and PT KNG and/or the Controlling Shareholders of our Company; or (ii)
resignation of Mr Petter Lim and/or Mr Hendri, being the shareholders of PT KNG, as an employee
of PT DPAL. In the event changes in the shareholding structure of each of PT DIS and PT KNG
result in a change in our Company’s economic interest in PT DPAL (e.g. in instances where,
subject to the applicable Indonesian laws, our Company acquires PT DIS and/or PT KNG whether
in part or in entirety, or in the event our Company acquires PT DIS and/or PT KNG’s shareholding
in PT DPAL whether in part or in entirety, or where there are changes in the capital of PT DPAL),
our Company will make immediate announcement(s) on SGXNET.
The PT DPAL Shareholders’ Agreement is governed by the laws of the Republic of Indonesia.
Any disputes or differences between our Company, PT DIS and/or PT KNG shall be first resolved
amicably by consultation. If the matter cannot be resolved within 30 days, the matter shall be
referred to arbitration for final settlement. The arbitration shall be administered by the Singapore
International Arbitration Centre (“SIAC”) and in accordance with the Arbitration Rules of the SIAC.
R&P, the Legal Adviser to our Company on Indonesian Law, is of the opinion that:
(a) PT DPAL’s shareholding structure, which comprises different ownership and voting rights
in PT DPAL as set out above, is in compliance with and not contrary to all the relevant
prevailing Indonesian laws and regulations;
(b) PT DPAL’s Class B Shares, being a separate class of shares by virtue of having a different
set of rights from the Class A Shares (i.e. Class B Shares have no voting rights), are allowed
by the prevailing Indonesian laws and regulations;
(c) PT DPAL has taken all possible actions or steps to ensure the legality of the above
shareholding structure, including but not limited to (i) reviewing the prevailing laws and
regulations in respect of the above shareholding structure; (ii) reviewing the PT DPAL
Shareholders’ Agreement in accordance with the Indonesian prevailing laws and regulations;
and (iii) seeking and obtaining verbal confirmations from the officials of BKPM and the
Ministry of Transportation in respect of the above shareholding structure of PT DPAL;
(d) PT DPAL’s constituent documents (including but not limited to the PT DPAL Shareholders’
Agreement) are in compliance with and not contrary to the prevailing Indonesian law;
69
(e) the commercial arrangements set out in the PT DPAL Shareholders’ Agreement (including
the various classes of shares and the accompanying voting rights or the lack thereof) do not
conflict with the prevailing Indonesian laws and regulations; and
(f) PT DPAL’s shareholding structure and the terms contained in the PT PDAL Shareholders’
Agreement are common in Indonesia and are valid, legal and binding, and the obligations
of the parties to the PT DPAL Shareholders’ Agreement and the terms of the PT DPAL
Shareholders’ Agreement are enforceable against the parties.
Under Indonesian Law, companies are permitted to have different classes of shares with different
rights attached thereon to, which allows the articles of association of the company to determine the
rights attached to the different classes of shares.
Please refer to Appendix G entitled “Legal Opinion” of this Offer Document for further details.
4. Acquisition of 99% of PT DNS

Prior to the Restructuring Exercise, the shareholding structure of PT DNS was:
Percentage of the
RID 9,000 75 9,000,000,000
PT Sinar Deli 3,000 25 3,000,000,000
Total 12,000 100 12,000,000,000
(a) our Company entered into a deed of sale and purchase agreement with RID to acquire
9,000 ordinary shares, representing 75% of the issued and paid-up share capital of PT DNS,
at a consideration of IDR 9,000,000,000, as determined based on the issued and paid-up
share capital of PT DNS;
(b) our Company also entered into a deed of sale and purchase agreement with PT Sinar Deli to
acquire 2,880 ordinary shares, representing 24% of the issued and paid-up share capital of
PT DNS, at a consideration of IDR 2,880,000,000, as determined based on the issued and
paid-up share capital of PT DNS; and
(c) PT DIS entered into a deed of sale and purchase agreement with PT Sinar Deli to acquire
120 ordinary shares, representing 1% of the issued and paid-up share capital of PT DNS, at
capital of PT DNS.
Percentage of the
Company 11,880 99 11,880,000,000
PT DIS 120 1 120,000,000
Total 12,000 100 12,000,000,000
Based on the reports provided by R&P, the Legal Adviser to our Company on Indonesian Law and
Withers KhattarWong LLP, the Legal Adviser to our Company on Singapore Law, our Directors are
of the view that the steps in relation to the Restructuring Exercise above have been carried out in
accordance with the applicable rules and regulations.
70
5. Share Split
Pursuant to resolutions passed by our Shareholder by way of resolutions of a one member
company pursuant to Section 184G of the Companies Act, on 23 December 2019, our Shareholder
approved, inter alia, the sub-division of 3,000,000 Shares in the capital of our Company into
75,000,000 Shares.
71
GROUP STRUCTURE
Our Group structure as at the date of this Offer Document is as follows:
Resources Global
PT DIS(1) PT KNG(2)
Development Limited
49% Class 48% Class 3% Class B

1% 99% A Shares A Shares Shares
PT DNS PT DPAL
Notes:
(1) PT DIS is an investment holding company incorporated in Indonesia. PT DIS owns 1% of PT DNS to comply with Indonesian
laws, which require a minimum of two (2) shareholders in a limited liability company. The shareholders of PT DIS are Mr
Juhadi (25%), Mr Arifin Tan (25%), Mr Djunaidi Hardi (15%), Mr Arifin Ang (15%), Mdm Lai Hong (10%) and Mdm Ratih
Anggaraini (10%). Mdm Lai Hong is the spouse of Mr Djunaidi Hardi. Mdm Ratih Anggaraini is the spouse of Mr Limas
Ananto. Mr Juhadi, Mr Arifin Ang, Mr Djunaidi Hardi and Mr Limas Ananto are siblings.
(2) PT KNG is an investment holding company incorporated in Indonesia. The shareholders of PT KNG are Mr Petter Lim (99%)
and Mr Hendri (1%), both of whom are employees of PT DPAL.
The details of each subsidiary of our Company as at the date of this Offer Document are as follows:
Date/ Principal
Name of Country of Place of Principal Issued and paid-up Board of Board of
Company Incorporation Business Activities Shareholders share capital Directors Commissioners
PT DNS(1) 23 October 2013 / Indonesia Coal Trading Company (99%), Rp12,000,000,000 Salim Yeo Tze Khern(4)
Indonesia Business PT DIS (1%) Limanto(3)
PT DPAL(1) 12 July 2010 / Indonesia Coal Shipping Company (49%), Rp12,500,000,000(2) Salim Yeo Tze Khern(4)
Indonesia Services PT DIS (48%), Limanto(3)
PT KNG (3%)
Notes:
(1) Audited by Johan Malonda Mustika & Rekan, an independent member firm of Baker Tilly International.
(2) The share capital of PT DPAL is divided into 12,125 Class A Shares and 375 Class B Shares. Please refer to the section
entitled “Restructuring Exercise – Reclassification of the Share Capital in PT DPAL” of this Offer Document for further details.
(3) Mr Salim Limanto is the Executive Director and Chief Operating Officer of our Group.
(4) Mr Yeo Tze Khern is the Chief Financial Officer of our Group.
R&P, the Legal Adviser to our Company on Indonesian Law, is of the opinion that the respective
composition of the board of directors and commissioners of PT DNS and PT DPAL is in compliance with
the articles of association of PT DNS and PT DPAL, as well as the prevailing regulations under the laws
of Indonesia.
Save as disclosed above, our Group does not have any other subsidiaries, subsidiary entities, associated
companies and associated entities.
None of our subsidiaries is listed on any stock exchange.
72
GROUP STRUCTURE
None of our Independent Directors sits on the board of any of our subsidiaries and/or subsidiary entities.
Withers KhattarWong LLP, the Solicitors to the Placement and the Legal Adviser to our Company on
Singapore Law and R&P, the Legal Adviser to our Company on Indonesian Law, are of the opinion that
the structure of our Group (i) is legal and valid; and (ii) complies in fact and in good faith with, and is not
contrary to, all relevant laws and regulations in Singapore and Indonesia respectively.
Please refer to the section entitled “General and Statutory Information – Share Capital” of this Offer
Document for details of the changes in the issued and paid-up share capital or changes to the registered
share capital of our Company and our subsidiaries within the three (3) years preceding the Latest
Practicable Date.
73
The following selected financial information of our Group should be read in conjunction with the full text
of this Offer Document, including the Appendices A, B and C entitled “Independent Auditor’s Report
and the Audited Combined Financial Statements of Resources Global Development Limited and its
Subsidiaries for the Financial Years ended 31 December 2016, 2017 and 2018”, “Independent Auditor’s
The Pro Forma Financial Information set out in Appendix C entitled the “Independent Auditor’s Assurance
Report and the Compilation of Unaudited Pro Forma Combined Financial Information of Resources
Global Development Limited and its Subsidiaries for the Financial Year ended 31 December 2018 and
Financial Period from 1 January 2019 to 30 June 2019” of this Offer Document has been prepared for
illustrative purposes only. The Pro Forma Financial Information, because of its nature, may not give a true
picture of our Group’s actual financial position or results. Please refer to the aforementioned Appendix C
of this Offer Document for further details.
The Pro Forma Financial Information adjustments as at 31 December 2018 and for FY2018 were made
based on the following assumptions respectively:
Statement of financial position

(a) Acquisition of Pacific Bulk in 2019 for a purchase consideration of S$9,245,000 which was financed
entirely through internal resources, as if the said transaction had taken place on 31 December
2018;
(b) Dry-docking and refurbishment costs in connection with Pacific Bulk, tugboats and barges in 2019
of S$2,688,652 was financed through the PT DIS Loan, as if capitalised on 31 December 2018;
(c) Construction of two (2) new tugboats and three (3) new barges in 2019 for a total consideration of
S$9,525,920, and financed through a combination of internal resources and the PT DIS Loan, as if
capitalised on 31 December 2018; and
(d) Fair value gain on the PT DIS Loan, as if the loan was drawn on 1 January 2018; and
Statement of comprehensive income

(e) Deemed interest expense on the PT DIS Loan, which is repayable on 31 July 2020, as if the loan
was drawn on 1 January 2018.
The Pro Forma Financial Information adjustments as at 30 June 2019 and for 1H2019 were made based
on the following assumptions respectively:
Statement of financial position

(a) Dry-docking and refurbishment costs in connection with an additional tugboat and barge in 2019 of
S$428,012, which was financed by the PT DIS Loan, as if capitalised on 30 June 2019;
(b) Construction of a new barge in 2019 for a total consideration of S$1,947,146, which was financed
through a combination of internal resources and the PT DIS Loan, as if capitalised on 30 June
2019; and
Statement of comprehensive income

(c) Deemed interest expense on the PT DIS Loan, which is repayable on 31 July 2020 as if the loan
was drawn on 1 January 2018.
74
Combined Statements of Comprehensive Income
Audited Unaudited
Pro Forma Pro Forma
(S$’000) FY2016 FY2017 FY2018 FY2018 1H2018 1H2019 1H2019
Revenue 18,660 19,205 44,757 44,757 18,092 40,923 40,923

Cost of sales and services (12,922) (15,669) (39,272) (39,272) (14,870) (38,777) (38,777)
Gross profit 5,738 3,536 5,485 5,485 3,222 2,146 2,146
Interest income 16 11 150 150 47 139 139
Administrative expenses (729) (623) (1,455) (1,455) (566) (1,616) (1,616)
Finance costs (518) (309) (128) (888) (78) (93) (417)
Profit before tax 4,507 2,615 4,052 3,292 2,625 576 252
Tax expense (224) (227) (599) (599) (321) (393) (393)
Profit/(loss) for the
financial year/period 4,283 2,388 3,453 2,693 2,304 183 (141)(1)
Other comprehensive
income/(loss):
Currency translation
differences arising from
consolidation 1,121 (2,143) (999) (999) (947) 402 402
Remeasurement of post-
employment benefits
liabilities, net of tax (37) (43) 45 45 23 8 8
Total comprehensive
income for the financial
year/period 5,367 202 2,499 1,739 1,380 593 269
Profit/(loss) for the

financial year/period
attributable to:
Equity holders of the
Company 2,099 1,203 2,242 1,869 1,529 367 208
Non-controlling interests 2,184 1,185 1,211 824 775 (184) (349)
4,283 2,388 3,453 2,693 2,304 183 (141)
Note:
(1) For the purpose of preparing the Pro Forma Financial Information, adjustments were made based on the assumption that
deemed interest expense of S$0.3 million was incurred on the PT DIS Loan, which is repayable on 31 July 2020, as if the
loan was drawn on 1 January 2018. This resulted in a pro forma loss recorded in 1H2019.
75
Combined Statements of Financial Position
Audited Unaudited
Pro Forma
As at 31 As at 31 As at 31 as at 31 Pro Forma
December December December December As at 30 as at 30
(S$’000) 2016 2017 2018 2018 June 2019 June 2019
Non-Current Assets
Property, plant and equipment 16,902 14,966 14,506 35,966 33,594 35,969
Deferred tax assets – n.m. 2 2 16 16
Other receivables 23 21 20 20 20 20
16,925 14,987 14,528 35,988 33,630 36,005
Current Assets
Inventories 29 21 31 31 2,345 2,345
Trade and other receivables 11,078 10,621 7,270 2,712 3,502 3,105
Cash and cash equivalents 1,698 2,184 11,327 2,082 9,376 7,398
12,805 12,826 18,628 4,825 15,223 12,848
Total Assets 29,730 27,813 33,156 40,813 48,853 48,853
Non-Current Liabilities
Liabilities for post-employment
benefits 140 162 183 183 235 235
Borrowings 1,346 614 101 6,923 6,992 6,992
1,486 776 284 7,106 7,227 7,227
Current Liabilities
Trade and other payables 251 444 3,795 3,795 11,494 11,494
Contract liabilities 447 164 40 40 106 106
Borrowings 3,071 1,673 591 591 285 285
Tax payable 69 148 509 509 376 376
3,838 2,429 4,935 4,935 12,261 12,261
Total Liabilities 5,324 3,205 5,219 12,041 19,488 19,488

Net Assets 24,406 24,608 27,937 28,772 29,365 29,365
Equity
Share capital 757 757 3,000 3,000 3,000 3,000
Retained earnings 10,766 11,947 13,515 13,515 13,889 13,889
Capital reserve – – – 409 409 409
Currency translation reserve 495 (561) (1,016) (1,016) (799) (799)
Equity attributable to equity
holders of the Company 12,018 12,143 15,499 15,908 16,499 16,499
Non-controlling interests 12,388 12,465 12,438 12,864 12,866 12,866
Total Equity 24,406 24,608 27,937 28,772 29,365 29,365
Note:
(1) “n.m.” denotes not meaningful as the amount is less than S$1,000.
76
MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL POSITION
The following discussion of our results of operations and financial position should be read in conjunction
with the full text of this Offer Document, including Appendices A, B and C entitled “Independent Auditor’s
Report and the Audited Combined Financial Statements of Resources Global Development Limited and
its Subsidiaries for the Financial Years ended 31 December 2016, 2017 and 2018”, “Independent Auditor’s
This discussion contains forward-looking statements that involve risks and uncertainties. Our actual
results may differ significantly from those projected in the forward-looking statements. Factors that might
cause future results to differ significantly from those projected in the forward-looking statements include,
but are not limited to, those discussed below and elsewhere in this Offer Document, particularly in the
section entitled “Risk Factors” of this Offer Document.
Under no circumstances should the inclusion of such forward-looking statements be regarded as a

representation, warranty or prediction with respect to the accuracy of the underlying assumptions by our
Company, the Sponsor and Issue Manager, and the Placement Agent or any other person. Investors are
cautioned not to place undue reliance on these forward-looking statements. Please refer to the section
entitled “Cautionary Note Regarding Forward-Looking Statements” of this Offer Document for further
details.
OVERVIEW
We principally engage in and generate revenue from (i) our Coal Shipping Services, which involves the
provision of vessel chartering services for the transportation of coal within Indonesian territories with our
fleet of Indonesian-flagged vessels and barges; and (ii) our Coal Trading Business, which involves the
domestic procurement and sale of coal in Indonesia.

Our Coal Shipping Services commenced in January 2011, and is carried out through PT DPAL.
As at the Latest Practicable Date, PT DPAL owns a fleet of nine (9) Indonesian-flagged vessels,
carrier, with an aggregate estimated fleet capacity of 116,000 metric tonnes. PT DPAL maintains a
relatively young fleet, which vessels’ and barges’ ages range from five (5) months to 17 years, as
compared to the estimated useful lives of 20 to 25 years for such vessels and barges, under operational
conditions. PT DPAL’s fleet is largely based in South Kalimantan, Indonesia, and its customers are mainly
coal traders and third-party freight charter companies in the vicinity.
PT DPAL also charters additional vessels and barges from independent third-party fleet operators and
owners from time to time, to augment its delivery capacities in the event of a surge in demand for our
Coal Shipping Services.
The two principal services in relation to the Coal Shipping Services are:
(a) Chartering services

PT DPAL’s fleet of vessels and barges will be chartered to coal traders, coal mining companies
and third-party freight charter companies. Such customers typically engage PT DPAL on an ad-hoc
basis to ship coal from a specified loading jetty or port, to various regions within Indonesia. The
duration of each shipment take up to four (4) weeks for a return trip between the loading port and
the specified unloading port in Java and Sulawesi.
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(b) Transshipment services

PT DPAL’s fleet of tugboats and barges will be engaged mainly by coal traders in Indonesia
to transport coal from local loading jetties or ports to the bulk carriers anchored at the various
anchorages in Indonesian waters. PT DPAL provides customers with spot charters, with each
return trip taking approximately five (5) to seven (7) days. Transshipment services have a faster
turnaround period due to the shorter distance travelled.
The demand for such services mainly arises from the narrow straits and/or shallow draft around
certain loading jetties or ports, which restrict the maneuverability of larger bulk carriers.

Our Coal Trading Business commenced in April 2017, and is carried out through PT DNS.
PT DNS procures thermal coal from coal mines located in South Kalimantan, Indonesia, for sale
to domestic coal users in Indonesia operating across various industries, including nickel smelting and
cement manufacturing. PT DNS does not engage in coal futures or derivatives trading and does not
maintain any coal stockpiles. It minimises trading risks by sourcing for coal only after securing confirmed
sales contracts, i.e. it will typically enter into back-to-back coal sale and purchase contracts with its
suppliers and customers respectively.
PT DNS recorded an average monthly trading volume of approximately 3,300 metric tonnes and 55,000
metric tonnes in FY2017 and FY2018 respectively. PT DNS has historically entered into purchase and
sale contracts with its suppliers and customers on “spot” basis. Since 1H2019, PT DNS entered into fixed
term coal purchase and sale contracts with certain of its major suppliers and customers. Going forward,
PT DNS expects to continue to enter into contracts with its suppliers and customers on both “spot” and
fixed term bases.
Revenue
The breakdown of our revenue by business segment for the Period Under Review is set out below:
FY2016 FY2017 FY2018 1H2018 1H2019

(S$’000) % (S$’000) % (S$’000) % (S$’000) % (S$’000) %
Coal Shipping 18,660 100.0 16,705 87.0 8,320 18.6 5,167 28.6 3,086 7.5
Coal Trading – – 2,500 13.0 36,437 81.4 12,925 71.4 37,837 92.5
Total 18,660 100.0 19,205 100.0 44,757 100.0 18,092 100.0 40,923 100.0

We derive revenue mainly from short-term freight charter contracts based on prevailing “spot” charter
rates. The charter rates will vary according to the prevailing market conditions, the distance to be covered
and the volume of coal to be transported (on a per metric tonne basis).
Pursuant to such contracts, revenue is recognised over time based on the actual number of days over the
total estimated number of days of voyage that the vessels and barges are chartered for the transportation
of coal to the customers. The duration of each shipment can vary from an average of five (5) to seven (7)
days (for a return trip between the loading port and a customer’s specified bulk carrier within Indonesia
waters), and up to four (4) weeks (for a return trip between the loading port and the specified unloading
port in Java and Sulawesi, Indonesia). Our customers mainly comprise coal traders and third-party freight
charter companies.
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FY2016 FY2017 FY2018 1H2018 1H2019
Sales volume (metric tonnes) – 39,973 655,690 203,828 786,648
Average sales price (S$ per metric tonne) – 62.5 55.6 63.4 48.1
Revenue from our Coal Trading Business is denominated in IDR, and from time to time, certain trading
coal contracts are denominated in US$. Revenue from the sale of coal is recognised when our Group has
delivered the coal to the customer’s unloading port or the specified bulk carrier, which signifies transfer of
the control of coal cargo to the customer.
Our Group’s revenue is mainly affected by the following:
(a) inclement weather, which hampers coal loading and sea-borne transportation operations. This may
result in increased delivery times;
(b) volatility in coal prices and freight charter rates;
(c) our ability to reduce vessel and barge downtime within our fleet by maintaining, repairing and/or
upgrading our vessels and barges on a timely basis;
(d) our ability to compete successfully with our competitors in terms of quality service, competitive
pricing, as well as fleet capacity and availability;
(e) the general state of the macro-economy in Indonesia;
(f) the political landscape in Indonesia and relevant government policies regulating the domestic coal
mining and vessel chartering industries;
(g) the growth and development of the coal end-users and industries in which they are in, in particular,
nickel smelting and cement manufacturing from which we currently derive a substantial portion of
our revenue;
(h) occurrence of natural disasters and other acts of violence as well as outbreak of diseases that may
lead to interruptions and suspension of our business operations;
(i) the domestic supply and demand of coal in Indonesia; and
(j) our ability to source and provide coal of consistent quality specifications.
Please refer to the sections entitled “General Information on our Group – Risk Factors” and “General
Information on our Group – Trend Information” of this Offer Document for more information on the above
factors and other factors that may affect our revenue.
Cost of sales and services

Our cost of sales and services amounted to S$12.9 million, S$15.7 million, S$39.3 million, S$14.9 million
and S$38.8 million in FY2016, FY2017, FY2018, 1H2018 and 1H2019 respectively. The breakdown of our
cost of sales and services during the Period Under Review is as follows:
79
(S$’000) FY2016 FY2017 FY2018 1H2018 1H2019
Coal purchase – 1,410 30,342 9,159 32,624

Fuel expenses 6,632 6,424 1,458 1,022 802
Freight charter 3,374 4,218 3,758 2,956 2,392
Depreciation of vessels and vessel equipment 912 1,060 1,234 575 686
Loading/discharging expenses 119 313 327 103 640
Mooring and anchoring expenses 368 469 384 167 119
Repair and maintenance 263 223 383 197 282
Staff costs 688 809 764 423 550
Others 566 743 622 268 682
Total 12,922 15,669 39,272 14,870 38,777
Our Group only commenced our Coal Trading Business in FY2017. Accordingly, a significant portion of
our Group’s cost of sales and services in FY2017 and FY2018 comprised the purchase of coal from
coal mining companies. Of the coal purchased in FY2017, FY2018, 1H2018 and 1H2019, 82.5%, 49.7%,
38.5% and 52.5% of such purchases in each respective financial year/period were from coal mining
companies owned or controlled by our Interested Persons. Please refer to sections entitled “Our Major
Suppliers” and “Interested Person Transactions” of this Offer Document for further details.
Other than the purchase of coal, cost of sales and services recorded during the Period Under Review
mainly comprised fuel expenses and freight charter expenses. We purchased diesel fuel, which is utilised
by our vessels, from suppliers in Indonesia at “spot” prices. We do not enter into long-term contracts
with any of such fuel suppliers. We incurred freight charter expenses for both our Coal Trading Business
and Coal Shipping Services. Such expenses are incurred when we charter vessels and barges from
independent third-party fleet operators and owners to transport and deliver coal procured from our
suppliers to our customers. From time to time, we also charter additional vessels and barges from such
third parties to augment our delivery capacities.
Depreciation expenses relate to the depreciation charges recorded mainly for the vessels and barges
purchased and owned by our Group.
Our cost of sales and services is mainly dependent on the following:
(a) fluctuations in coal prices, which will impact the purchase price of our coal;
(b) fluctuations in the global oil prices, which will impact the cost of diesel fuel we purchase;
(c) fluctuations in charter rates, which will impact the freight charter expenses paid to third-party fleet
operators;
(d) our ability to retain existing suppliers and/or secure new suppliers which can meet our cost and
quality requirements for fuel, port services, spares and consumables and other miscellaneous
supplies;
(e) rate of expansion of our fleet, which will increase our depreciation charges of vessels and barges,
staff-related expenses and cost of fuel;
(f) wage levels, labour market conditions and changes in labour policies and regulations by the
Indonesian government;
80
(g) changes in local regulations in relation to customs clearance, which may affect the amount of port
charges incurred; and
(h) fluctuations in revenue, which will correspondingly impact the overall cost of sales and services
required to fulfill our contractual obligations.
Interest income
Interest income amounted to approximately S$16,000, S$11,000, S$0.2 million, S$47,000 and S$0.1
million in FY2016, FY2017, FY2018, 1H2018 and 1H2019 respectively.
Administrative expenses
Administrative expenses amounted to S$0.7 million, S$0.6 million, S$1.5 million, S$0.6 million and S$1.6
million in FY2016, FY2017, FY2018, 1H2018 and 1H2019 respectively.
The breakdown our administrative expenses during the Period Under Review is as follows:
(S$’000) FY2016 FY2017 FY2018 1H2018 1H2019
Staff costs 267 249 578 388 1,036

Licensing fees – 140 125 40 18
Depreciation of property, plant and equipment 19 34 38 19 14
Depreciation of right-of-use assets – – – – 15
Repair and maintenance 17 36 46 29 6
Office supplies 53 57 60 14 32
Office rental – 25 34 17 17
Insurance expenses 2 21 17 8 12
Professional fees 18 18 449 18 281
(Gain)/loss on foreign currency exchange, net (75) (10) 63 1 34
Others 428 53 45 32 151
Total 729 623 1,455 566 1,616
As set out above, our administrative expenses mainly comprised (i) staff costs; (ii) licensing fees; and (iii)
professional fees.
Our staff costs mainly comprised salaries, staff benefits, bonuses and other allowances in relation to our
Group’s corporate and administrative staff located in Singapore and Indonesia.
Licensing fees were incurred in relation to PT DNS’ application for the domestic coal trading licence in
FY2017 and an export coal trading licence in FY2018.
Professional fees incurred in FY2018 were mainly in relation to Placement-related expenses.
Other expenses incurred in FY2016 were mainly in relation to tax penalties.
Finance costs
Finance costs amounted to approximately S$0.5 million, S$0.3 million, S$0.1 million, S$78,000 and
S$93,000 in FY2016, FY2017, FY2018, 1H2018 and 1H2019 respectively, and were in relation to interest
expenses on (i) bank loans and loans from related parties to fund the acquisition of our vessels and
barges; and (ii) finance lease liabilities to fund the purchase of our company vehicles.
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Tax Expense
Tax expense amounted to S$0.2 million, S$0.2 million, S$0.6 million, S$0.3 million and S$0.4 million in
FY2016, FY2017, FY2018, 1H2018 and 1H2019 respectively.
Income derived from our Coal Shipping Services is subject to a fixed corporate tax rate of 1.2% in
Indonesia, and income derived from our Coal Trading Business is subject to a statutory corporate tax
rate of 25% in Indonesia across the Period Under Review. The prevailing statutory corporate tax rate in
Singapore is 17% across the Period Under Review.
Remeasurement of post-employment benefits liabilities (net of tax)

Remeasurement of post-employment benefits liabilities (net of tax) amounted to a loss of approximately
S$37,000 and S$43,000 and a gain of approximately S$45,000, S$23,000 and S$8,000 in FY2016,
FY2017, FY2018, 1H2018 and 1H2019 respectively. We recorded a net gain on remeasurement of post-
employment benefits liabilities of approximately S$45,000 in FY2018 from a net loss of approximately
S$43,000 in FY2017, mainly due to an increase in the annual discount rate utilised by the independent
actuary in estimating such liabilities in FY2018. Such utilised discount rate reflects the time value of
money of future cash flows (i.e. benefit payments).
REVIEW OF RESULTS OF OPERATIONS

FY2016 vs FY2017
Revenue
Revenue increased by S$0.5 million from S$18.7 million in FY2016 to S$19.2 million in FY2017, mainly
due to the commencement of our Coal Trading Business in FY2017 and was partially offset by a
decrease in revenue from our Coal Shipping Services in FY2017.
Revenue from our Coal Trading Business, which commenced in FY2017, amounted to S$2.5 million,
which arose from the sale of approximately 40,000 metric tonnes of coal at an average selling price of
approximately S$62.50 per metric tonne. Such coal had an average calorific value of approximately 4,200
kcal/kg on a gross as received (“GAR”) basis.
Revenue from our Coal Shipping Services decreased from S$18.7 million in FY2016 to S$16.7 million
in FY2017, mainly due to (i) the overall reduction in shipping capacities arising from the reduction in the
charter of vessels and barges from third-party fleet operators and owners; and (ii) unfavourable charter
rates quoted for the aforementioned parties.
FY2016 FY2017
(S$’000) % (S$’000) %
Coal Shipping 12,922 100.0 13,435 85.7

Coal Trading – – 2,234 14.3
Total 12,922 100.0 15,669 100.0
In line with the increase in our revenue, our overall cost of sales and services increased by S$2.8 million
from S$12.9 million in FY2016 to S$15.7 million in FY2017.
The increase was mainly due to coal purchases amounting to S$1.4 million in FY2017 following the
commencement of our Coal Trading Business, and the increase in (i) freight charter expenses of S$0.8
million resulting from higher freight charter rates of third-party vessels and barges; (ii) depreciation
expenses of S$0.1 million mainly in relation to our vessels and barges; (iii) loading and discharging
expenses of S$0.2 million; and (iv) staff costs of S$0.1 million due to the increased number of
transshipment services provided in FY2017. Such increases were partially offset by a decrease in fuel
expenses of S$0.2 million, as our Group provided more transshipment services in FY2017, which allowed
our vessels and barges to cover short distances and offer quicker turnarounds.
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Gross profit and gross profit margin
FY2016 FY2017
(S$’000) (S$’000)
Coal Shipping
Gross profit 5,738 3,270
Gross profit margin 30.8% 19.6%
Coal Trading
Gross profit – 266
Gross profit margin – 10.6%
Overall
The gross profit of our Coal Shipping Services decreased by S$2.4 million from S$5.7 million in FY2016
to S$3.3 million in FY2017 while the gross profit margin decreased by 11.2 percentage points from 30.8%
in FY2016 to 19.6% in FY2017. This was mainly due to the increase in the freight chartering expenses,
staff costs and loading and discharging expenses.
Our Coal Trading Business, which commenced in FY2017, recorded a gross profit of S$0.3 million and a
gross profit margin of 10.6% in FY2017. This business segment generally has a lower gross profit margin
as compared to our Coal Shipping Services.
As a result of the above, our overall gross profit decreased by S$2.2 million from S$5.7 million in FY2016
to S$3.5 million in FY2017 and our overall gross profit margin decreased by 12.4 percentage points from
30.8% in FY2016 to 18.4% in FY2017.
Interest income
Interest income in FY2016 and FY2017 comprised interest from bank and fixed deposits. The decrease
in interest income by approximately S$5,000 from approximately S$16,000 in FY2016 to approximately
S$11,000 in FY2017 was mainly due to the lower average cash balances in the bank due to capital
requirements for our Group’s business operations.
Administrative expenses decreased by S$0.1 million from S$0.7 million in FY2016 to S$0.6 million in
FY2017.
The decrease was mainly due to the (i) decrease in other expenses by S$0.4 million due to the absence
of tax penalties incurred in FY2016 which arose from differences in our interpretation and computation
of our Group’s tax returns; and (ii) decrease in the gain on foreign currency exchange by approximately
S$65,000, which arose from foreign exchange fluctuations of US$ against IDR. These decreases in
expenses were partially offset by licensing fees of S$0.1 million incurred in FY2017 in connection with
the application of the domestic coal trading licence which was necessary for our Group to commence our
Coal Trading Business.
Finance costs
Finance costs decreased by S$0.2 million from S$0.5 million in FY2016 to S$0.3 million in FY2017,
mainly due to the lower balance of borrowings following the full repayment of certain bank loans in the
middle of FY2017, which relate to the earlier acquisition of vessels and barges.
83
Profit before tax

Profit before tax decreased by S$1.9 million from S$4.5 million in FY2016 to S$2.6 million in FY2017,
mainly due to the increase in cost of sales and services, and lower gross profit margin registered in
FY2017.
Tax expense
Tax expense remained unchanged at S$0.2 million in FY2016 and FY2017. Notwithstanding the slight
decrease in corporate tax payable for our Coal Shipping Services in FY2017 due to the decrease in profit
before tax, such increase was offset by the corporate tax payable in respect of our earnings from our
Coal Trading Business, which commenced operations in FY2017.
Net profit
As a result of the above, net profit decreased by S$1.9 million from S$4.3 million in FY2016 to S$2.4
million in FY2017.
FY2017 vs FY2018
Revenue
Revenue increased by S$25.6 million from S$19.2 million in FY2017 to S$44.8 million in FY2018, due
to the increase in revenue from our Coal Trading Business, partially offset by a decrease in the revenue
from our Coal Shipping Services in FY2018.
Revenue from our Coal Trading Business amounted to S$36.4 million in FY2018, as compared to
S$2.5 million in FY2017, as we expanded our operations and network, which resulted in the sale of
approximately 656,000 metric tonnes of coal at an average selling price of approximately S$55.6 per
metric tonne.
Revenue from our Coal Shipping Services decreased from S$16.7 million in FY2017 to S$8.3 million
in FY2018, mainly due to (i) lower average charter rates as our Group provided more transshipment
services as compared to chartering services. Charter rates for transshipment services are typically lower
than chartering services, as the distance covered by our vessels and barges for the former is typically
shorter; and (ii) decrease in chartering of vessels and barges from third-party independent freight
operators due to constraints in capacity and unfavourable charter rates quoted by the aforementioned
parties. Our Group maintained a consistent utilisation rate of 100.0% for our vessels and barges for
FY2017 and FY2018. Please refer to the section entitled “General Information of our Group – Properties
and Fixed Assets – Fleet Utilisation” of this Offer Document.
FY2017 FY2018
(S$’000) % (S$’000) %
Coal Shipping 13,435 85.7 5,154 13.1

Coal Trading 2,234 14.3 34,118 86.9
Total 15,669 100.0 39,272 100.0
Costs of sales increased by S$23.6 million from S$15.7 million in FY2017 to S$39.3 million in FY2018.
The increase was mainly due to the increase in (i) coal purchases by S$28.9 million due to the higher
volume of coal purchased to support the growing Coal Trading Business; (ii) repair and maintenance
expenses of S$0.2 million; and (iii) depreciation expenses of S$0.2 million in relation to capitalised
dry-docking costs in relation to our vessels and barges. These increases in costs were partially offset
by a decrease in (i) fuel expenses of S$5.0 million as our Group provided more transshipment services
in FY2018, which involved shorter distances, quicker turnarounds and lower fuel consumption by our
vessels and barges; and (ii) freight charter expenses of S$0.5 million mainly due to the decrease in
84
chartering services procured from independent third-party fleet operators and owners by PT DPAL, which
was partially offset by an increase in freight charter expenses incurred by PT DNS as it increased the
procurement of such chartering services from third-party fleet operators and owners, in conjunction with
the increase in volume of coal traded in FY2018.
FY2017 FY2018
(S$’000) (S$’000)
Coal Shipping
Coal Trading
Gross profit 266 2,319
Overall
The gross profit of our Coal Shipping Services decreased by S$0.1 million from S$3.3 million in FY2017
to S$3.2 million in FY2018, which was in line with the decrease in revenue contributed by the said
segment. However, the gross profit margin of our Coal Shipping Services increased by 18.5 percentage
points from 19.6% in FY2017 to 38.1% in FY2018. This was mainly due to the significant decrease in fuel
expenses in FY2018 which arose from our Group’s provision of more transshipment services in FY2018
that involved shorter distances, quicker turnarounds and lower fuel consumption by our vessels and
barges.
The gross profit of our Coal Trading Business increased by S$2.0 million from S$0.3 million in FY2017
to S$2.3 million in FY2018, which was in line with the significant increase in revenue contributed by the
business segment. However, the gross profit margin of our Coal Trading Business decreased by 4.2
percentage points from 10.6% in FY2017 to 6.4% in FY2018 mainly due to increased market competition
and a corresponding decrease in trading spreads recorded by PT DNS. To the best knowledge of our
management and Directors, such coal trading spreads are largely driven by market forces including
supply and demand, negotiation abilities and timing of trades, and that the decrease in trading spreads is
in line with the increased market competition faced by PT DNS.
As a result of the above, our overall gross profit increased by S$2.0 million from S$3.5 million in FY2017
to S$5.5 million in FY2018 while our overall gross profit margin decreased by 6.1 percentage points from
18.4% in FY2017 to 12.3% in FY2018.
Interest income
Interest income in FY2017 and FY2018 comprised interest from bank and fixed deposits. The increase
in interest income by S$0.1 million from approximately S$11,000 in FY2017 to S$0.2 million in FY2018
was mainly due to higher interest income generated from the larger cash amounts placed with financial
institutions.
Administrative expenses increased by S$0.9 million from approximately S$0.6 million in FY2017 to S$1.5
million in FY2018.
85
The increase was mainly due to the (i) increase in staff costs by S$0.3 million to support the growth
of our Group’s business operations and staff performance bonuses paid in FY2018; and (ii) increase in
professional fees by S$0.4 million, mainly in relation to Listing-related expenses.
Finance costs
Finance costs decreased by S$0.2 million from approximately S$0.3 million in FY2017 to S$0.1 million in
FY2018, mainly due to the lower balance of borrowings following the partial repayment of bank loans in
FY2018, which relate to the earlier acquisition of vessels and barges.
Profit before tax

Profit before tax increased by S$1.5 million from S$2.6 million in FY2017 to S$4.1 million in FY2018. This
was largely due to the increase in our Group’s revenue in FY2018, largely driven by the growth of our
Coal Trading Business, coupled with a reduction in finance costs as a result of our loan repayments, and
an increase in interest income in FY2018.
Tax expense
Tax expense increased by S$0.4 million from S$0.2 million in FY2017 to S$0.6 million in FY2018,
mainly due to the increase in revenue from our Coal Trading Business, partially offset by a reduction
in corporate tax payable in relation to our Coal Shipping Services as a result of lower revenue from the
aforementioned business segment in FY2018.
Net profit
As a result of the above, net profit increased by S$1.1 million from S$2.4 million in FY2017 to S$3.5
million in FY2018.
1H2018 vs 1H2019
Revenue
Revenue increased by S$22.8 million from S$18.1 million in 1H2018 to S$40.9 million in 1H2019, due to
the increase in revenue from our Coal Trading Business, partially offset by a decrease in revenue from
our Coal Shipping Services in 1H2019.
Revenue from our Coal Trading Business amounted to S$37.8 million in 1H2019, as compared to S$12.9
million in 1H2018, mainly due to the higher volume of coal traded pursuant to the fixed term contracts
entered with two (2) customers in 1H2019. This resulted in the sale of approximately 787,000 metric
tonnes of coal in 1H2019 as compared to approximately 204,000 metric tonnes in 1H2018.
Revenue from our Coal Shipping Services decreased from S$5.2 million in 1H2018 to S$3.1 million in
1H2019, mainly due to (i) lower average charter rates for chartering services as a result of increased
price competition; and (ii) reduced number of voyages undertaken by our tugboats and barges due to
longer turnaround time as a result of vessel congestion at the various anchorages.
1H2018 1H2019
(S$’000) % (S$’000) %
Coal Shipping 3,083 20.7 2,788 7.2

Coal Trading 11,787 79.3 35,989 92.8
Total 14,870 100.0 38,777 100.0
Costs of sales increased by S$23.9 million from S$14.9 million in 1H2018 to S$38.8 million in 1H2019.
86
The increase was mainly due to the increase in (i) coal purchases by S$23.5 million due to the higher
volume of coal purchased to support the increased sale of coal in our Coal Trading Business; and (ii)
loading and discharging expenses of S$0.5 million. These increases in costs were partially offset by a
decrease in (i) fuel expenses of S$0.2 million due to reduced number of voyages undertaken by our
tugboats and barges arising from longer turnaround time as a result of vessel congestion at the various
anchorages; and (ii) freight charter expenses of S$0.6 million mainly due to reduced chartering services
procured from independent third-party fleet operators and owners by PT DPAL.
1H2018 1H2019
(S$’000) (S$’000)
Coal Shipping
Gross profit 2,084 298
Coal Trading
Overall
The gross profit of our Coal Shipping Services decreased by S$1.8 million from S$2.1 million in 1H2018
to S$0.3 million in 1H2019 while gross profit margin decreased by 30.6 percentage points from 40.3%
in 1H2018 to 9.7% in 1H2019. This was mainly due to the (i) decrease in the chartering rates in 1H2019
as a result of increased price competition; (ii) decreased voyages in respect of chartering services
in 1H2019, as a result of vessel congestion and the longer queue and wait times for the loading and
unloading of coal at the various anchorages; and (iii) increase in costs of sales and services in 1H2019,
including staff costs, depreciation expenses, port-related charges, vessels and barges registration fees
and other vessels and barges-related operating costs, in connection with the new vessels and barges
purchased during 1H2019. Such costs, in particular costs relating to the recruitment of new crew, were
incurred to ensure that the new vessels and barges can be operationally deployed once ready and within
short notice.
At the Latest Practicable Date, all of our vessels and barges are operationally deployable.
The gross profit of our Coal Trading Business increased by S$0.7 million from S$1.1 million in 1H2018 to
S$1.8 million in 1H2019, which was in line with the increase in revenue contributed by the said segment.
However, the gross profit margin decreased by 3.9 percentage points from 8.8% in 1H2018 to 4.9% in
1H2019. This was mainly due to the entry into fixed term coal contracts with suppliers and customers
during 1H2019, which provided greater certainty over the volume of coal purchase and sales and
subjected our Group to lower price volatility. However, revenue from fixed term coal contracts generally
attract lower but stable margins. A significant portion of the gross profit margin of our Coal Trading
Business in 1H2019 was attributable to the fixed term coal purchase and sale contracts.
A significant portion of coal purchase and sales transactions in 1H2018 were conducted at “spot” market
prices and we were therefore able to record favourable gross profit margins in 1H2018 due to the greater
flexibility afforded in negotiating coal prices for each specific transaction with the relevant supplier and
customer, where we were able to achieve a larger spread in the transacted coal prices.
As a result of the above, our overall gross profit decreased by S$1.1 million from S$3.2 million in 1H2018
to S$2.1 million in 1H2019 while our overall gross profit margin decreased by 12.6 percentage points
from 17.8% in 1H2018 to 5.2% in 1H2019.
87
Interest income
Interest income in 1H2018 and 1H2019 comprised interest from bank and fixed deposits. The increase
in interest income by S$0.1 million from approximately S$47,000 in 1H2018 to S$0.1 million in 1H2019
was mainly due to higher interest income generated from the larger cash amounts placed with financial
institutions.
Administrative expenses increased by S$1.0 million from approximately S$0.6 million in 1H2018 to S$1.6
million in 1H2019.
The increase was mainly due to the (i) increase in staff costs by S$0.6 million, which arose from the
higher staff count, to support the growth of our Group’s business operations; and (ii) increase in
professional fees by S$0.3 million, mainly in relation to expenses related to the Listing.
Finance costs
Finance costs increased by approximately S$15,000 from approximately S$78,000 in 1H2018 to
approximately S$93,000 in 1H2019, mainly due to higher interest expenses from increased finance lease
liabilities in relation to the financing of new company vehicles, and the deemed interest expenses on the
PT DIS Loan.
Profit before tax

Profit before tax decreased by S$2.0 million from S$2.6 million in 1H2018 to S$0.6 million in 1H2019.
This was largely due to the decrease in our Group’s gross profit and higher administrative expenses in
1H2019.
Tax expense
Tax expense increased by S$0.1 million from S$0.3 million in 1H2018 to S$0.4 million in 1H2019 due
to the increase in corporate tax payable for our Coal Trading Business in 1H2019 as a result of the
segment’s increase in profit before tax. This was partially offset by the decrease in corporate tax payable
for our Coal Shipping Services, which recorded a decrease in profit before tax in 1H2019.
Net profit
As a result of the above, net profit decreased by S$2.1 million from S$2.3 million in 1H2018 to S$0.2
million in 1H2019.
REVIEW OF FINANCIAL POSITION

As at 31 December 2016
Non-current assets
As at 31 December 2016, our Group’s non-current assets of S$16.9 million or 56.9% of its total assets
comprised (i) property, plant and equipment; and (ii) other receivables.
The net book value of property, plant and equipment as at 31 December 2016 amounted to S$16.9
million or 99.9% of our Group’s non-current assets, and mainly comprised the net book value of the fleet
of vessels and barges at S$14.8 million, buildings at S$0.2 million and land at S$1.7 million.
Other receivables, which amounted to approximately S$23,000 or 0.1% of our Group’s non-current
assets as at 31 December 2016, were in connection with rental deposits for our Group’s office in Jakarta,
Indonesia.
Current assets
As at 31 December 2016, our Group’s current assets of S$12.8 million or 43.1% of its total assets
comprised (i) inventories; (ii) trade and other receivables; and (iii) cash and cash equivalents.
88
Inventories amounted to approximately S$29,000 or 0.2% of our Group’s current assets as at 31

December 2016, and comprised spare parts such as oil filters, lubricants and other essential spare parts
for the maintenance of our Group’s vessels and barges.
Trade and other receivables amounted to S$11.1 million or 86.5% of our Group’s current assets as at 31
December 2016, and comprised mainly (i) trade receivables due from third-parties and related parties;
(ii) amount due from related parties, a director and shareholders; (iii) loan to a related party; and (iv)
deposits. Trade receivables from third parties and related parties of S$0.8 million and S$3.4 million
respectively as at 31 December 2016 were in connection with our Coal Trading Business and Coal
Shipping Services. There were no impairment allowances recorded as at 31 December 2016 in respect of
such trade receivables. Amount due from related parties of S$1.4 million as at 31 December 2016 was in
relation to working capital advances extended to PT DIS, an investment holding company with interests
in coal-related assets, and were fully collected as at 31 December 2018. Amount due from a director
and shareholders of S$0.3 million and S$0.3 million respectively as at 31 December 2016 were fully
collected as at 31 December 2018. The loan to a related party of S$4.6 million as at 31 December 2016
was in connection with a working capital loan and was fully collected as at 31 December 2018. Deposits
of S$0.2 million as at 31 December 2016 relate to deposits placed with third-party vessels and barges
owners and operators for the procurement of such third-party freight charter services.
Cash and cash equivalents comprised cash on hand and deposits with financial institutions which
amounted to S$1.7 million or 13.3% of our Group’s current assets as at 31 December 2016.
Non-current liabilities
As at 31 December 2016, our Group’s non-current liabilities of S$1.5 million or 27.9% of its total liabilities
comprised (i) the non-current portion of borrowings; and (ii) liabilities for post-employment benefits.
The non-current portion of borrowings amounted to S$1.3 million or 90.6% of our Group’s non-current
liabilities as at 31 December 2016, and comprised bank loans obtained to finance the purchase of
vessels and barges.
Liabilities for post-employment benefits which amounted to S$0.2 million or 9.4% of our Group’s non-
current liabilities as at 31 December 2016 were in relation to the retirement funds payable to employees.
Such retirement funds are in respect of the pension fund programme in the form of severance, service
and compensation of rights payments required to be paid to our Group’s employees under Article 167
Paragraph (5) of Law No. 13 of 2003 on Employment (“Law 13/2003”).
Current liabilities
As at 31 December 2016, our Group’s current liabilities of S$3.8 million or 72.1% of its total liabilities
comprised (i) the current portion of borrowings; (ii) contract liabilities; (iii) trade and other payables; and
(iv) tax payable.
The current portion of borrowings amounted to S$3.1 million or 80.0% of our Group’s current liabilities as
at 31 December 2016, and comprised mainly bank loans and loan from a related party. The bank loans of
S$2.2 million as at 31 December 2016 were in connection with the financing of the purchase of vessels
and barges. The loan from a related party of S$0.9 million as at 31 December 2016 was also in relation
to the financing of the purchase of vessels and barges, and for working capital purposes. Such loan was
fully repaid as at 31 December 2018.
Trade and other payables amounted to S$0.3 million or 6.5% of our Group’s current liabilities as
at 31 December 2016, and comprised mainly trade payables of S$0.2 million. Such payables were in
connection with payables owed to suppliers to our Group.
Contract liabilities of S$0.4 million or 11.7% of our Group’s current liabilities as at 31 December 2016
relate to advances from customers for future deliveries of services in respect of our Coal Shipping
Services.
Tax payable amounted to approximately S$69,000 or 1.8% of our Group’s current liabilities as at 31
December 2016.
89
Shareholders’ equity
As at 31 December 2016, our Group’s total equity of S$24.4 million comprised (i) share capital; (ii)
retained earnings; (iii) currency translation reserve; (iv) equity attributable to equity holders of the
Company; and (v) non-controlling interests.
Currency translation reserve amounted to S$0.5 million, arising from currency translation differences as a
result of foreign exchange fluctuations of IDR against S$.
Equity attributable to equity holders of our Company amounted to S$12.0 million or 49.2% of total equity,
and non-controlling interests amounted to S$12.4 million or 50.8% of total equity as at 31 December
2016.
Non-current assets
comprised mainly (i) property, plant and equipment; and (ii) other receivables.
of vessels and barges at S$12.8 million, buildings at S$0.2 million, dry-docking maintenance costs of
S$0.3 million, land at S$1.6 million and motor vehicles at S$0.1 million.
Indonesia.
Current assets

for the maintenance of our Group’s vessels and barges.
Trade and other receivables amounted to S$10.6 million or 82.8% of our Group’s current assets as at
31 December 2017, and comprised mainly (i) trade receivables due from third-parties; (ii) amount
due from related parties; and (iii) a loan to a related party. Trade receivables from third-parties which
amounted to S$3.6 million as at 31 December 2017 were in connection with our Coal Trading Business
and Coal Shipping Services. There were no impairment allowances recorded as at 31 December 2017 in
respect of such receivables. Amount due from related parties of S$1.2 million as at 31 December 2017
was in relation to working capital advances extended to PT DIS, an investment holding company with
interests in coal-related assets, and were fully collected as at 31 December 2018. The loan to a related
party of S$5.6 million as at 31 December 2017 was a working capital loan extended to a related party,
and was fully collected as at 31 December 2018. Trade and other receivables also comprised amounts
due from a director and shareholders of approximately S$93,000 and S$31,000 respectively as at 31
December 2017, which were fully collected as at 31 December 2018.
As at 31 December 2017, our Group’s non-current liabilities of S$0.8 million or 24.2% of its total liabilities
comprised (i) the non-current portion of borrowings; and (ii) liabilities for post-employment benefits.
90
liabilities as at 31 December 2017, and comprised bank loans and finance lease liabilities. The bank
loans amounted to S$0.6 million as at 31 December 2017, which was obtained to finance the purchase
of vessels and barges. The finance lease liabilities of approximately S$24,000 as at 31 December 2017
were in connection with the financing of company vehicles.
Such retirement funds are in respect of the pension fund programme in the form of severance, service
Paragraph (5) of Law 13/2003.
Current liabilities
(iv) tax payable.
The current portion of borrowings amounted to S$1.7 million or 68.9% of our Group’s current liabilities
as at 31 December 2017, and comprised mainly bank loans, loans from a related party and finance
lease liabilities. The bank loans of S$0.6 million as at 31 December 2017 were in connection with the
financing of the purchase of vessels and barges. Finance lease liabilities of approximately S$29,000 as at
31 December 2017 were in relation to the financing of company vehicles. The loans from a related party
of S$1.0 million as at 31 December 2017 were in relation to the financing of the purchase of vessels and
barges, and for working capital purposes. Such loans were fully repaid as at 31 December 2018.
Trade and other payables amounted to S$0.4 million or 18.3% of our Group’s current liabilities as at 31
December 2017, and comprised mainly trade payables owed to suppliers of our Group.
Contract liabilities of S$0.2 million or 6.7% of our Group’s current liabilities as at 31 December 2017
were related to advances from customers for future deliveries of services in respect of our Coal Shipping
Services.
Tax payable amounted to S$0.1 million or 6.1% of our Group’s current liabilities as at 31 December 2017.
As at 31 December 2017, our Group’s total equity of S$24.6 million comprised (i) share capital; (ii)
retained earnings; (iii) currency translation reserve; (iv) equity attributable to equity holders of the
Company; and (iv) non-controlling interests.
Currency translation reserve amounted to negative S$0.6 million, arising from currency translation
difference as a result of foreign exchange fluctuations of IDR against S$.
Equity attributable to equity holders of our Company amounted to S$12.1 million or 49.3% of total equity
and non-controlling interest amounted to S$12.5 million or 50.7% of total equity as at 31 December 2017.
Non-current assets
comprised mainly (i) property, plant and equipment; (ii) deferred tax assets; and (iii) other receivables.
of vessels and barges at S$11.5 million, capital work-in-progress at S$0.6 million, buildings at S$0.2
million, dry-docking maintenance costs at S$0.5 million, land at S$1.5 million and motor vehicles at S$0.2
million.
91
Indonesia.
Current assets

for maintenance of our Group’s vessels and barges.
Trade and other receivables amounted to S$7.3 million or 39.0% of our Group’s current assets as at 31
December 2018, and comprised mainly trade receivables due from third-parties and advanced payment
to a supplier. Trade receivables from third-parties which amounted to S$5.5 million as at 31 December
2018 were in connection with our Coal Trading Business and Coal Shipping Services. There were no
impairment allowances recorded as at 31 December 2018 in respect of such receivables. Advanced
payment to a supplier, which amounted to S$1.6 million as at 31 December 2018, was in relation to
payments to the shipyard for the construction of vessels and barges purchased by our Group. Trade
and other receivables also comprised an advance to a third-party of approximately S$35,000 as at 31
December 2018, which relates to an advance to PT KNG for the purpose of purchasing the 375 non-
voting equity shares in PT DPAL as part of the restructuring of our Group. The aforementioned advance
was fully collected as at 31 March 2019.
As at 31 December 2018, our Group’s non-current liabilities amounted to S$0.3 million or 5.4% of its total
liabilities and comprised (i) the non-current portion of borrowings; and (ii) liabilities for post-employment
benefits.
liabilities as at 31 December 2018, and comprised finance lease liabilities that were in relation to the
financing of company vehicles.
Such retirement funds are in respect of the pension fund programme enrolled in the form of severance,
service and compensation of rights payments required to be paid to our Group’s employees under Article
167 Paragraph (5) of Law 13/2003.
Current liabilities
(iv) tax payable.
at 31 December 2018, and comprised bank loans and finance lease liabilities. The bank loans of S$0.6
million as at 31 December 2018 were in connection with the financing of the purchase of a tugboat and
barge. Finance lease liabilities of approximately S$26,000 as at 31 December 2018 were in relation to the
financing of company vehicles.
92
Trade and other payables amounted to S$3.8 million or 76.9% of our Group’s current liabilities as at 31
December 2018, and comprised mainly trade payables and accrued operating expenses. Trade payables
of S$3.3 million as at 31 December 2018 were largely in connection with the amount due to suppliers of
our Coal Trading Business. Accrued operating expenses of S$0.4 million as at 31 December 2018 were
in relation to accrued vessel chartering related fees payable to third-party service providers for our Coal
Trading Business and staff performance bonuses.
Contract liabilities of S$40,000 or 0.8% of our Group’s current liabilities as at 31 December 2018 were
related to advances from customers for future deliveries of services in respect of our Coal Shipping
Services.
Tax payable amounted to S$0.5 million or 10.3% of our Group’s current liabilities as at 31 December
2018.
As at 31 December 2018, our Group’s total equity of S$27.9 million comprised (i) share capital;
(ii) retained earnings; (iii) currency translation reserve; (iv) equity attributable to equity holders of our
Company; and (v) non-controlling interests.
Currency translation reserve amounted to S$1.0 million, arising from currency translation difference as a
result of foreign exchange fluctuations of IDR against S$.
Equity attributable to equity holders of our Company amounted to S$15.5 million or 55.5% of total equity
and non-controlling interest amounted to S$12.4 million or 44.5% of total equity as at 31 December 2018.
As at 30 June 2019
Non-current assets
As at 30 June 2019, our Group’s non-current assets of S$33.6 million or 68.8% of its total assets
comprised (i) property, plant and equipment; (ii) deferred tax assets; and (iii) other receivables.
The net book value of property, plant and equipment as at 30 June 2019 amounted to S$33.6 million or
99.9% of our Group’s non-current assets, and mainly comprised the net book value of the fleet of vessels
and barges at S$18.9 million, capital work-in-progress at S$10.2 million, buildings at S$0.2 million,
dry-docking maintenance costs at S$2.6 million, land at S$1.5 million and right of use assets (comprising
motor vehicles and office premises) at S$0.2 million. The net book value of capitalised dry-docking
expenses increased from S$0.5 million as at 31 December 2018 to S$2.6 million as at 30 June 2019,
mainly due to S$2.3 million of refurbishment and refitting costs associated with the newly acquired bulk
carrier, Pacific Bulk.
Other receivables and deferred tax assets, amounted to approximately S$20,000 and S$16,000
respectively, and collectively represented approximately 0.1% of our Group’s non-current assets as at
30 June 2019. Other receivables as at 30 June 2019 were in connection with rental deposits for our
Group’s office in Jakarta, Indonesia, while deferred tax assets as at 30 June 2019 were in connection
with deductible temporary tax differences on the accrual of post-retirement benefits for staff.
Current assets
As at 30 June 2019, our Group’s current assets of S$15.2 million or 31.2% of its total assets comprised
(i) inventories; (ii) trade and other receivables; and (iii) cash and cash equivalents.
Inventories amounted to approximately S$2.3 million or 15.4% of our Group’s current assets as at 30
June 2019, and mainly comprised inventory-in-transit which arose during the transition period when coal
cargo is being transported from the loading port to the customers’ appointed bulk carrier.
93
Trade and other receivables amounted to S$3.5 million or 23.0% of our Group’s current assets as at
30 June 2019, and comprised mainly trade receivables due from third parties, advanced payment to a
supplier and prepaid taxes. Trade receivables from third parties which amounted to S$1.7 million as at
30 June 2019 were in connection with our Coal Trading Business and Coal Shipping Services. There
were no impairment allowances recorded as at 30 June 2019 in respect of such receivables. Advanced
payment to a supplier, which amounted to S$0.4 million as at 30 June 2019, was in relation to payments
to the shipyard for the construction of a barge purchased by our Group. Prepayment of S$0.7 million as
at 30 June 2019, relate to prepaid insurance premiums. Prepaid taxes of S$0.6 million as at 30 June
2019, relate to value-added taxes paid in connection with the purchase of the vessels and barges during
1H2019.
amounted to S$9.4 million or 61.6% of our Group’s current assets as at 30 June 2019.
As at 30 June 2019, our Group’s non-current liabilities amounted to S$7.2 million or 37.1% of its total
liabilities and comprised (i) the non-current portion of borrowings; and (ii) liabilities for post-employment
benefits.
liabilities as at 30 June 2019, and comprised the non-interest-bearing and unsecured shareholder’s loan
from PT DIS for working capital purposes and lease liabilities that were in relation to the financing of
company vehicles.
current liabilities as at 30 June 2019 were in relation to the retirement funds payable to employees. Such
retirement funds are in respect of the pension fund programme enrolled in the form of severance, service
Paragraph (5) of Law 13/2003. Losses of approximately S$81,000 from adjustments due to recognition of
past services in 1H2019 were recognised in liabilities for post-employment benefits as at 30 June 2019.
Such adjustments are in respect of changes in the present value of defined benefit obligations arising
from the past employment services rendered by certain new Indonesian employees of our Group.
Current liabilities
As at 30 June 2019, our Group’s current liabilities of S$12.3 million or 62.9% of its total liabilities
(iv) tax payable.
at 30 June 2019, and comprised bank loans and lease liabilities. The bank loans of S$0.3 million as at 30
June 2019 were in connection with the financing of the purchase of a tugboat and barge. Lease liabilities
of approximately S$25,000 as at 30 June 2019 were in relation to the financing of company vehicles.
Trade and other payables amounted to S$11.5 million or 93.7% of our Group’s current liabilities as at
30 June 2019, and comprised mainly trade payables, accrued vessel cost and refundable deposit
received. Trade payables of S$5.9 million as at 30 June 2019 were in connection with the amount due
to the suppliers of our Coal Trading Business and Coal Shipping Services. Accrued vessel cost of S$3.2
million as at 30 June 2019 were mainly in relation to progress payments to the shipyard company for the
purchase of new vessels and barges during 1H2019. Refundable deposit received of S$1.9 million as at
30 June 2019 were in relation to deposits received to secure priority charters of vessels in respect of our
Coal Shipping Services.
94
Contract liabilities of S$0.1 million or 0.9% of our Group’s current liabilities as at 30 June 2019 were
related to shipping services-in-progress in respect of our Coal Shipping Services.
Tax payable amounted to S$0.4 million or 3.1% of our Group’s current liabilities as at 30 June 2019.
LIQUIDITY AND CAPITAL RESOURCES

We financed our growth and operations through a combination of shareholders’ equity (including retained
profits), loans and advances from shareholders, net cash generated from our operations and bank
borrowings. Our principal uses of cash have been for working capital requirements and to fund our capital
expenditures in the purchasing and acquisition of vessels and barges, as well as the dry-docking, refitting
and refurbishment of our vessels and barges.
As at 31 December 2018, we had cash and cash equivalents of S$11.3 million and working capital of
S$13.7 million. Equity attributable to equity holders of our Company amounted to S$15.5 million and our
total borrowings amounted to S$0.7 million, comprising mainly the bank borrowings and lease liabilities.
As at 30 June 2019, we had cash and cash equivalents of S$9.4 million and working capital of S$3.0
million. Equity attributable to equity holders of our Company amounted to S$16.5 million and our total
borrowings amounted to S$7.3 million, comprising mainly the PT DIS Loan, bank borrowings and lease
liabilities.
As at the Latest Practicable Date, we have cash and cash equivalents of S$12.4 million.
Our Directors are of the reasonable opinion that, after taking into account the cash flows generated from
our operations, scheduled installment payments in respect of our purchased vessels and barges, our
available credit facilities and our existing cash and cash equivalents, the working capital available to us as
at the date of lodgement of this Offer Document is sufficient to meet our present requirements and for at
least 12 months after the listing of our Company on Catalist.
The Sponsor and Issue Manager is of the reasonable opinion that, after having made due and careful
enquiry and after taking into the account the cash flows generated from our Group’s operations,
scheduled installment payments in respect of our Group’s purchased vessels and barges, our Group’s
available credit facilities and our Group’s existing cash and cash equivalents, the working capital available
to our Group as at the date of lodgement of this Offer Document is sufficient to meet our Group’s present
requirements and for at least 12 months after the listing of our Company on Catalist.
We set out below a summary of our combined statements of cash flows for the Period Under Review.
The following net cash flow summary should be read in conjunction with Appendices A, B and C entitled
“Independent Auditor’s Report and the Audited Combined Financial Statements of Resources Global
Development Limited and its Subsidiaries for the Financial Years ended 31 December 2016, 2017 and
2018”, “Independent Auditor’s Review Report and Unaudited Condensed Interim Combined Financial
Statements of Resources Global Development Limited and its Subsidiaries for the Financial Period from
1 January 2019 to 30 June 2019” and “Independent Auditor’s Assurance Report and the Compilation of
Unaudited Pro Forma Combined Financial Information of Resources Global Development Limited and its
Subsidiaries for the Financial Year ended 31 December 2018 and the Financial Period from 1 January
2019 to 30 June 2019” respectively, of this Offer Document.
95
Audited Unaudited
(S$’000) FY2016 FY2017 FY2018 1H2019
Net cash generated from operating

activities 9,125 4,156 4,836 7,096
Net cash (used in)/ generated from
investing activities (6,308) (1,423) 3,459 (16,338)
Net cash (used in)/generated from
financing activities (2,199) (2,226) 848 7,291
Net increase/(decrease) in cash and cash

equivalents 618 507 9,143 (1,951)
Effect of exchange rate changes on cash
and cash equivalents (10) (21) – –
Cash and cash equivalents at beginning of
financial year/period 1,090 1,698 2,184 11,327
Cash and cash equivalents at end of

year/period 1,698 2,184 11,327 9,376
FY2016
In FY2016, we generated operating cash flows before working capital changes of S$5.9 million. Net cash
generated from working capital amounted to S$3.4 million, mainly due to a (i) decrease in receivables of
S$3.1 million; and (ii) gain in currency translation difference of S$0.3 million. These were partially offset
by a decrease in payables of approximately S$78,000. Interest received was approximately S$16,000 and
taxes paid were S$0.2 million. The net cash generated from operating activities amounted to S$9.1 million
in FY2016.
Net cash used in investing activities amounted to S$6.3 million, mainly due to (i) purchases of property,
plant and equipment of S$0.1 million; (ii) advances to a director of our Company of S$0.3 million; (iii)
advances to shareholders of S$0.2 million as short-term personal loans; (iv) loan to a related party of
S$4.4 million for working capital purposes; and (v) increase in amount due from related party of S$1.2
million in relation to a capitalisation exercise.
Net cash used in financing activities amounted to S$2.2 million, mainly due to the (i) payment of interest
of S$0.5 million; (ii) repayment of bank loans of S$2.4 million; and (iii) repayment of loan from a related
party of S$0.5 million. These were partially offset by proceeds received from the (i) issuance of shares of
S$0.6 million; and (ii) issuance of shares to non-controlling interest of S$0.6 million.
As a result of the above, our Group’s cash and cash equivalents increased by S$0.6 million, from S$1.1
million as at 1 January 2016 to S$1.7 million as at 31 December 2016.
FY2017
In FY2017, we generated operating cash flows before changes in working capital changes of S$4.0
million. Net cash generated from working capital amounted to S$0.3 million, mainly due to a decrease in
receivables (relating to operating activities) of S$0.9 million. This was partially offset by a (i) decrease in
payables (relating to operating activities) of S$0.1 million; and (ii) loss in currency translation difference of
S$0.4 million. Interest received was approximately S$11,000 and taxes paid were S$0.2 million. The net
cash generated from operating activities amounted to S$4.2 million in FY2017.
Net cash used in investing activities amounted to S$1.4 million, mainly due to (i) the purchase of property,
plant and equipment of S$0.5 million; and (ii) an increase in loan to a related party of S$1.4 million for
working capital purposes. These were partially offset by the (i) repayment from shareholders of S$0.3
million; (ii) repayment from related parties of S$0.1 million; and (iii) repayment from a director of our
Company of S$0.2 million.
96
Net cash used in financing activities amounted to S$2.2 million, mainly due to the (i) payment of interest
of S$0.3 million; (ii) repayment of bank loans of S$2.1 million; and (iii) repayment of loan from a related
party of S$0.6 million. These were partially offset by a loan received from a related party of S$0.8 million.
FY2018
In FY2018, we generated operating cash flows before changes in working capital of S$5.4 million. Net
cash used in working capital amounted to S$0.3 million, mainly due to an increase in receivables (relating
to operating activities) of S$3.5 million. This was largely partially offset by an increase in payables
(relating to operating activities) of S$3.2 million. Interest received was S$0.2 million and taxes paid were
S$0.4 million. The net cash generated from operating activities amounted to S$4.8 million in FY2018.
Net cash generated from investing activities amounted to S$3.5 million, mainly due to the (i) repayment
from related parties of S$6.5 million; and (ii) repayment from a director of our Company of S$0.1 million.
These were partially offset by (i) cash outflows pursuant to the restructuring exercise of S$1.8 million in
connection with the consideration paid by our Company for the acquisition of equity interests in PT DPAL
and PT DNS; and (ii) the purchases of property, plant and equipment of S$1.4 million.
Net cash generated from financing activities amounted to S$0.8 million, mainly due to the proceeds from
issuance of shares of S$4.0 million by our Company and its subsidiaries. This was partially offset by the
(i) payment of interest of S$0.1 million; (ii) dividends paid to shareholders of S$1.4 million; (iii) repayment
of bank loans of S$0.6 million; and (iv) repayment of loan from a related party of S$1.0 million.
1H2019
In 1H2019, we generated operating cash flows before changes in working capital of S$1.4 million. Net
cash generated from working capital amounted to S$6.1 million, mainly due to a decrease in receivables
(relating to operating activities) of S$3.8 million, increase in inventories-in-transit of S$2.3 million and
increase in payables (relating to operating activities) of S$4.5 million. Inventories-in-transit were in relation
to the movements in coal inventories during the period after our purchase of coal and prior to the delivery
of such coal to our customers. Interest received was S$0.1 million and taxes paid were S$0.5 million. The
net cash generated from operating activities amounted to S$7.1 million in 1H2019.
Net cash used in investing activities amounted to S$16.3 million, which arose from the purchases of
property, plant and equipment.
Net cash generated from financing activities amounted to S$7.3 million, mainly due to the unsecured,
non-interest-bearing shareholder’s loan from PT DIS of S$7.7 million. This was partially offset by the (i)
payment of interest of approximately S$37,000; and (ii) repayment of bank loans of S$0.3 million.
As a result of the above, our Group’s cash and cash equivalents decreased by S$1.9 million, from S$11.3
million as at 1 January 2019 to S$9.4 million as at 30 June 2019.
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CAPITAL EXPENDITURES, DIVESTMENTS, COMMITMENTS AND CONTINGENT LIABILITIES

The following table sets out our capital expenditures during the Period Under Review and for the period
1 July 2019 up to the Latest Practicable Date:
From
1 July 2019
to the Latest
Practicable
S$’000 FY2016 FY2017 FY2018 1H2019 Date
Vessels – – – 7,690 1,786

Dry-docking 133 461 716 2,261 713
Motor vehicles – 79 116 – –
Vessel equipment – – – 6 78
Office equipment 3 5 7 – 230
Leasehold improvement – – – – 8
Furniture and fitting – – – – 5
Right-of-use
- Motor vehicles – – – 25 –
- Office premises – – – – 232
Capital work in-progress – – 625 9,602 –
Total 136 545 1,464 19,584 3,052
The above capital expenditure was financed by funds generated from our operations, bank loans, the
unsecured non-interest-bearing shareholder’s loan from PT DIS and finance leases.
Capital work-in-progress relate to ongoing construction, refitting and refurbishment of new vessels and
barges during the relevant financial year/ period.
During the Period Under Review and for the period 1 July 2019 up to the Latest Practicable Date, we did
not record any material divestments.
Commitments
As at the Latest Practicable Date, we do not have any capital, operating lease and finance lease
commitments which are not recognised on our statements of financial position.
Save as disclosed above and in the section entitled “General Information on our Group – Business
Strategies and Future Plans” of this Offer Document, we do not have other material plans on capital
expenditures, divestments and commitments as at the Latest Practicable Date.
Contingent Liabilities
As at the Latest Practicable Date, we do not have any material contingent liabilities.
FOREIGN EXCHANGE MANAGEMENT

During the Period Under Review, our revenue, purchases and operating expenses were denominated in
IDR and US$. Some of our purchases of fixed assets were denominated in US$.
To the extent that our purchases and operating expenses are not perfectly matched in the same currency
and to the extent that there are timing differences between invoicing of our customers and the payment
of our suppliers, we will be exposed to foreign exchange fluctuations against the respective functional
currencies of our Group entities (i.e. S$ and IDR) which may adversely affect our results of operations.
Transactions in foreign currencies are translated to the respective functional currencies of our Group
entities at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated
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in foreign currencies at the reporting date are translated to the functional currency at the exchange rate
at the reporting date. Non-monetary assets and liabilities denominated in foreign currencies that are
measured at fair value are translated to the functional currency at the exchange rate at the date on which
the fair value was determined. Non-monetary items in a foreign currency that are measured in terms of
historical cost are translated using the exchange rate at the date of the transaction. Foreign currency
differences arising on translation are recognised in profit or loss.
Our net foreign exchange transaction gains/(losses) for the Period Under Review were as follows:
FY2016 FY2017 FY2018 1H2019
Net foreign exchange transaction

gains/ (losses) (S$’000) 75 10 (63) (34)
As a percentage of revenue (%) 0.4 0.1 0.1 0.1
As a percentage of PBT (%) 1.7 0.4 1.6 5.9
We have in place, a foreign currency hedging policy to manage transactions which may expose us to
material foreign exchange exposure. As at the date of this Offer Document, save for certain forward
contracts entered into to manage our foreign exchange risk, we have not used any other financial
hedging instruments. We will continue to monitor our foreign exchange exposure and will only employ
hedging instruments to manage our foreign exchange exposure after taking into consideration the
quantum and impact of our foreign exchange risk exposure as well as the transaction costs, and the
prevailing economic and operating conditions. In this regard, such instruments will be employed for
specific currency exposure and tenure and upon the discharge of such exposure or expiry of such tenure,
the relevant hedging contracts will be liquidated.
Our Chief Financial Officer is responsible for compliance with our foreign currency hedging policy and
reports to our Audit Committee in this regard.
INFLATION
Over the Period Under Review, inflation did not have a material impact on our performance.
SIGNIFICANT ACCOUNTING POLICY CHANGES

Save as disclosed in Appendices A and B entitled “Independent Auditors’ Report and the Audited
Combined Financial Statements of Resources Global Development Limited and its subsidiaries for the
financial years ended 31 December 2016, 2017 and 2018” and “Independent Auditors’ Review Report and
Unaudited Condensed Interim Combined Financial Statements for the Financial Period from 1 January
2019 to 30 June 2019” respectively, of this Offer Document, we have not made any significant changes to
our accounting policies during the Period Under Review.
In FY2018, our Group adopted the new Singapore Financial Reporting Standards (International)
(“SFRS(I)”) reporting framework that is identical to the International Financial Reporting Standards as
issued by the International Accounting Standards Board. There is no impact on the combined financial
statements of our Group arising from the assessment on the adoption of SFRS(I) and accordingly, no
audited reconciliation of the statement of profit or loss and other comprehensive income, statement of
cash flows, statement of financial position and statement of changes in equity for FY2018 has been
presented.
Pursuant to the Restructuring Exercise to rationalise the structure of our Company and its subsidiaries in
preparation for the Listing, our Company became the holding company of our Group. The Restructuring
Exercise involved the following:
1. Incorporation of our Company

Our Company was incorporated in Singapore on 12 December 2018 under the Companies Act as
a private company limited by shares. Our Company had an issued and paid-up share capital of
S$3,000,000 comprising 3,000,000 Shares held by Deli International.
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2. Acquisition of 49% of PT DPAL

(a) our Company entered into a deed of sale and purchase agreement with PT DNS to acquire
6,125 ordinary shares, representing 49% of the issued and paid-up share capital of PT
DPAL, at a consideration of IDR 6,125,000,000, as determined based on the issued and
paid-up share capital of PT DPAL;
(b) PT DIS entered into a deed of sale and purchase agreement with PT DNS to acquire 1,000
ordinary shares representing 8% of the issued and paid-up share capital of PT DPAL, at a
consideration of IDR 1,000,000,000, as determined based on the issued and paid-up share
capital of PT DPAL; and
(c) Mr Petter Lim entered into a deed of sale and purchase agreement with PT DNS to acquire
375 ordinary shares representing 3% of the issued and paid-up share capital of PT DPAL, at
capital of PT DPAL.
On 21 December 2018, PT KNG entered into a deed of sale and purchase agreement with Mr
Petter Lim to acquire 375 ordinary shares, representing 3% of the issued and paid-up share capital
of PT DPAL, at a consideration of IDR 375,000,000, as determined based on the issued and paid-
up share capital of PT DPAL.
3. Reclassification of the share capital in PT DPAL

On 19 March 2019, a resolution was adopted in the general meeting of shareholders of PT DPAL
approving the new classification of shares to be as follows:
(a) Class A Shares will be ordinary shares with voting rights held by our Company and PT DIS;
(b) Class B Shares will be shares with no voting rights held by PT KNG.
The amendment of the articles of association of PT DPAL, resulting from the shares
reclassification, has been reported to and approved by the MOLHR on 21 March 2019.
The Class B Shares in the share capital of PT DPAL shall not carry any voting rights at any
shareholder meetings of PT DPAL and shall not be taken into account for the purposes of
determining whether there is a quorum at any such meetings of PT DPAL.
On 31 August 2019, our Company, PT DIS and PT KNG entered into the PT DPAL Shareholders’
Agreement to govern the management and control of PT DPAL.
4. Acquisition of 99% of PT DNS

(a) our Company entered into a deed of sale and purchase agreement with RID to acquire
9,000 ordinary shares, representing 75% of the issued and paid-up share capital of PT DNS,
at a consideration of IDR 9,000,000,000, as determined based on the issued and paid-up
share capital of PT DNS;
(b) our Company also entered into a deed of sale and purchase agreement with PT Sinar Deli to
acquire 2,880 ordinary shares, representing 24% of the issued and paid-up share capital of
PT DNS, at a consideration of IDR 2,880,000,000, as determined based on the issued and
paid-up share capital of PT DNS; and
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(c) PT DIS entered into a deed of sale and purchase agreement with PT Sinar Deli to acquire
120 ordinary shares, representing 1% of the issued and paid-up share capital of PT DNS, at
capital of PT DNS.
5. Share split
Pursuant to resolutions passed by our Shareholder by way of resolutions of a one member
company pursuant to Section 184G of the Companies Act, on 23 December 2019, our Shareholder
approved, inter alia, the sub-division of 3,000,000 Shares in the capital of our Company into
75,000,000 Shares.
Please refer to the section entitled “Restructuring Exercise” of this Offer Document for further details of
the Restructuring Exercise.
SEASONALITY
Our Group’s revenue is typically lower during the months from November to March, which coincide
with the seasonal monsoon in Indonesia. During the aforementioned months, our vessels and barges
are slowed by strong currents, heavy rain and high swells in the seas where they are deployed. Such
adverse weather conditions may also result in a halt in coal loading and unloading activities onto and
from our vessels and barges, which will increase our charter and/or voyage duration. The resultant (i)
temporary cessation or a slow-down in the coal mining operations of our customers; and/or (ii) re-routing
or restriction of certain sea routes which our vessels and barges ply for safety reasons, will impact our
operational efficiencies during the aforementioned months.
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CAPITALISATION AND INDEBTEDNESS
The following information should be read in conjunction with sections entitled “Use of Proceeds and
Listing Expenses” and “Management’s Discussion and Analysis of Results of Operations and Financial
Condition” of this Offer Document and our financial statements and the notes thereto included in this
Offer Document.
The following table sets out our cash and cash equivalents, capitalisation and indebtedness as at
17 December 2019 which have been prepared:
(i) based on our unaudited combined management accounts as at 17 December 2019; and
(ii) as adjusted for the issue of the Placement Shares at the Placement Price and the application of
the net proceeds due to us from the Placement in the manner described in the section entitled
“Use of Proceeds and Listing Expenses” of this Offer Document.
(S$’000) Actual As adjusted(1)
Cash and cash equivalents 12,362 13,920
Indebtedness
Current
secured and guaranteed – –
secured and non-guaranteed 26 26
unsecured and non-guaranteed 571 571
Non-current
secured and non-guaranteed 102 102
unsecured and non-guaranteed 7,864 7,864
Total indebtedness 8,563 8,563

Total shareholders’ equity 30,129 31,687
Total capitalisation and indebtedness 38,692 40,250
Note:
(1) Adjusted to reflect the issue of 15,000,000 Placement Shares at the Placement Price and the application of our net proceeds
from the Placement in the manner described in the section entitled “Use of Proceeds and Listing Expenses” of this Offer
Document.
As at the Latest Practicable Date, there are no material changes in our total capitalisation and
indebtedness as disclosed above, save as disclosed in the section entitled “Share Capital” of this Offer
Document, scheduled repayments on our bank borrowings, changes in our working capital and reserves
arising from our day-to-day operations in the ordinary course of business.
Bank Facilities
As at 17 December 2019, our Group’s bank facilities (utilised and unutilised) amounted to the following:
Amount of
Name of Name of facilities granted Amount Amount Interest Maturity
Borrower Bank Type of facility (IDR’billion) utilised unutilised rate profile
PT DPAL PT Bank Committed Term 80.0 80.0 – 8.0% per 2 October

DBS Loan Facility (S$7.7 million) annum 2022
Indonesia
The PT DBS Loan is unsecured. Proceeds from the PT DBS Loan were utilised to repay the PT DIS
Loan. Please refer to the section entitled “Interested Person Transactions – Past Interested Person
Transactions” of this Offer Document for further details on the PT DIS Loan.
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CAPITALISATION AND INDEBTEDNESS
Our bank facilities contain covenants that include, inter alia, restrictions or notification requirements on
change in shareholdings or management of PT DPAL, or the constitutive documents of PT DPAL, details
of which are set out below.
Under the PT DBS Loan, PT DPAL is required to, inter alia:
(i) notify PT Bank DBS Indonesia in writing within thirty (30) business days of any amendments to PT
DPAL’s articles of association, including but not limited to amendments to the capital, shareholders,
and board of directors or commissions of PT DPAL;
(ii) obtain written approval from PT Bank DBS Indonesia of any changes in PT DPAL’s shareholding
composition if such change will result in a change of ownership of more than 51% of voting shares
of PT DPAL or if such change triggers a change of control of PT DPAL; and
(iii) in the event of any change in PT DPAL’s shareholding composition relating to less than 51% of
voting shares of PT DPAL and it does not trigger any change of control of PT DPAL, notify PT Bank
DBS Indonesia in writing of such change.
Save for the aforesaid general restrictions, the terms and conditions of our facilities do not specifically
relate to the shareholding interests of any of our Directors and Controlling Shareholders.
To the best of our Directors’ knowledge, we are not in breach of any term and condition or covenant
associated with any bank borrowing or our financial arrangements which could materially affect our
financial condition and results or business operations.
Save as disclosed above and in the sections entitled “Management’s Discussion and Analysis of
Results of Operations and Financial Position – Liquidity and Capital Resources”, “Capitalisation and
Indebtedness” and “Interested Person Transactions” of this Offer Document, as at the Latest Practicable
Date, our Group does not have any committed credit facilities or material unused sources of liquidity.
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GENERAL INFORMATION ON OUR GROUP
HISTORY
Our Company was incorporated in Singapore on 12 December 2018 under the Companies Act as a
private company limited by shares under the name “Resources Global Development Pte. Ltd.”. Following
completion of the Restructuring Exercise, our Company became the holding company of our Group. On
23 December 2019, our Company was converted into a public company and we consequentially changed
our name to “Resources Global Development Limited”. Please refer to the sections entitled “Share
Capital” and “Restructuring Exercise” of this Offer Document for further details.
Our Group’s involvement in the coal industry can be traced back to circa 2005 when our Founding
Shareholders went into the business of providing mining contractor services to coal mines in South
Kalimantan, Indonesia. This created a keen interest in our Founding Shareholders to invest further in
coal mining, which led to a series of successive acquisitions of coal mines. Following the growth and
development of their coal mining business, our Founding Shareholders decided to branch into coal
mining-related businesses, such as hauling and trucking, mining infrastructure, coal trading and shipping.
Our Executive Director and COO, Mr Salim Limanto, has worked for our Founding Shareholders since
2006, and has been involved in our Group’s business since the inception of PT DNS and PT DPAL in
2013 and 2010 respectively. His responsibilities involves the development of our Group’s commercial
capabilities as well as the management of our day-to-day operations.
In September 2018, with the view to grow our Group’s business beyond its current scale, we embarked
on a search for a professional CEO to take on the responsibilities of charting strategic directions and
leading growth initiatives of our Group, with a focus on expanding our Group’s geographical presence and
business in commodities beyond coal. We eventually identified and appointed our Executive Director and
CEO, Mr Lee Yaw Loong Francis, in July 2019. Mr Lee brings to our Group over 25 years of experience
and expertise in managing companies in the trading and shipping sectors.
Please refer to the section entitled “Directors, Executive Officers and Employees – Directors” of this Offer
Document for more information on our Directors.

Our Founding Shareholders ventured into coal trading in 2008 with the view to facilitate the sale of coal
available in the coal mines owned by our Founding Shareholders. Initially, our Founding Shareholders
carried out their coal trading activities through various entities such as PT Sinar Deli, PT Deli Niaga Jaya,
RID, Ever Grace and PT Geo Mineral.
In October 2013, having identified the potential for growth in coal trading within Indonesia, our Founding
Shareholders established PT DNS on 23 October 2013 to restructure and streamline coal trading
activities to focus on the domestic sale of coal and to eventually consolidate all of their coal trading
activities across the various entities under PT DNS. As at the Latest Practicable Date, PT Sinar Deli,
PT Deli Niaga Jaya, RID and Ever Grace being other coal trading companies owned by our Founding
Shareholders and/or certain of their Associates, have each ceased all coal trading activities. On 14 May
2019, our Founding Shareholders and certain of their Associates had disposed of PT Geo Mineral to an
unrelated third-party.
On 8 January 2014, PT DNS was granted the SIUP-M for the trading of specific goods (specifically as
distributor, exporter and importer of coal, iron ore, iron sand/manganese).
On 30 January 2017, PT DNS was granted the IUP-OPK which permitted PT DNS to transport and sell
coal sourced from PT AMJ. This IUP-OPK was updated on 3 April 2017 to allow PT DNS to also source
coal from PT AJE, PT SDJ and PT TM (in addition to PT AMJ). The IUP-OPK is valid for an initial term of
three (3) years (commencing on 30 January 2017) and renewable for a maximum three (3) years for each
renewal. With the receipt of the IUP-OPK and in order to streamline our Coal Trading Business, PT DNS
commenced our Coal Trading Business in April 2017.
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Following the introduction of the Government Regulation No. 24 of 2018 on Electronic Integrated
Business Licensing Services (“Electronic Business Licensing Regulations”) and the launch of the
Online Single Submission (“OSS”) system for the issuance of licences and permits by the Indonesian
government in June 2018, the previous SIUP-M was replaced when PT DNS obtained the Trading
Business Licence on 24 July 2018 issued by the OSS System. The Trading Business Licence remains
valid as long as the PT DNS carries out business activities.
Having since established a track record within the coal trading industry, in January 2019, PT DNS
entered into fixed term coal sale contracts with PT DAY and QIA, pursuant to which PT DAY and QIA
will respectively purchase up to 300,000 to 600,000 metric tonnes and 600,000 to 900,000 metric tonnes
of coal respectively from PT DNS for the period between February to December 2019. Accordingly, PT
DNS has also, on 28 December 2018 and 15 February 2019, entered into fixed term coal purchase
contracts with PT AMJ, PT AJE and PT SDJ, for the supply of up to 200,000 metric tonnes, 500,000
metric tonnes and 1,200,000 metric tonnes of coal respectively, for the period between January 2019 and
December 2019. Please refer to the section entitled “Interested Person Transactions – General Mandate
for Interested Person Transactions” of this Offer Document for more information on our contracts with PT
AMJ and PT AJE and the sections entitled “Our Major Customers” and “Our Major Suppliers” of this Offer
Document for information on our major suppliers and customers.
On 2 August 2019, PT DNS was granted a new IUP-OPK for the transportation and sale of coal from PT
AMJ, PT AJE, PT SDJ and PT TBR, which shall be valid for five (5) years commencing 2 August 2019
and renewable for a maximum five (5) years for each renewal.

In 2008, the Indonesian government implemented amendments to the Indonesian cabotage laws
which inter alia, provides that save for certain exempted business activities permitted by law, only
Indonesian-flagged vessels are allowed to carry out transportation of passengers and goods within
Indonesian waters and imposed restrictions against foreign ownership in entities owning and operating
maritime assets. Our Founding Shareholders identified this as an opportunity to enter into the domestic
vessel chartering industry. On 12 July 2010, our Founding Shareholders established PT DPAL as a
domestic coal shipping company to provide our Coal Shipping Services.
On 30 January 2011, PT DPAL was granted the SIUPAL which allowed PT DPAL to carry out sea
transportation activities within Indonesian territories.
On 29 June 2012, PT DPAL entered into its first sale and purchase agreement with PT Palma Progress
Shipyard (an unrelated third-party) to acquire its first pair of tugboat and barge.
On 2 May 2016, PT DPAL assigned its first long-term coal transportation contract with PT Sinar Deli to
provide coal transportation services from the designated port to the unloading port in Indonesia for a
period of three (3) years.
Following the introduction of the Electronic Business Licensing Regulations, the previous SIUPAL issued
by the MoT was replaced when PT DPAL obtained the new SIUPAL on 26 December 2018 issued by the
OSS system. The new SIUPAL is valid as long as PT DPAL carries out business activities.
On 18 February 2019, PT DPAL completed its acquisition of a handymax bulk carrier with a carrying
capacity of 50,000 metric tonnes. On 25 April 2019, we successfully re-registered the said vessel as
an Indonesian-flagged vessel and renamed it as Pacific Bulk. This bulk carrier will function as a
mother vessel, which has a larger transportation capacity and the ability to cover longer voyages, for
the domestic marine transportation of coal. It will therefore allow PT DPAL to provide its customers with
increased shipping capacities, and better control of coal loading and shipment schedules.
On 1 July 2019, PT DPAL entered into a memorandum of understanding with PT PSB for the charter
of Pacific Bulk for the transport of coal, at an estimated three (3) charters per month, ranging between
35,000 to 50,000 metric tonnes per charter for a period of two (2) years.
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carrier, with an aggregate estimated fleet capacity of 116,000 metric tonnes. Please refer to the section
entitled “General Information on our Group – Properties and Fixed Assets – Our Fleet” of this Offer
Document for further details on our fleet.
OUR BUSINESS
We are principally engaged in the following businesses:
1. the procurement and sale of coal within Indonesia (“Coal Trading Business”); and
2. the provision of chartering services of tugboats, barges and bulk carrier to our customers to
transport coal within the Indonesian territories (“Coal Shipping Services”).

Our Coal Trading Business is carried out through our subsidiary, PT DNS.
We procure our supply of thermal coal from coal mines located in South Kalimantan, Indonesia for
domestic sales. For the Period Under Review, our customers for our Coal Trading Business are mainly
coal traders, who procure coal for domestic end-users operating in various industries, including nickel
smelting and cement manufacturing. Please refer to the section entitled “General Information on our
Group – Major Customers” of this Offer Document for further details.
Currently we mainly source our coal from PT AMJ, PT AJE and PT SDJ, in accordance with the IUP-OPK
issued by BKPM on behalf of MEMR. PT AMJ and PT AJE are majority owned and controlled by our
Founding Shareholders and their Associates. Please refer to the sections entitled “General Information
on our Group – Interested Person Transactions” and “General Information on our Group – Our Major
Suppliers” of this Offer Document for further details.
In order to manage our trading risks, we typically source for coal after securing coal sale contracts
with our customers (i.e. the coal purchase and coal sale contracts with our suppliers and customers
respectively are entered into on a back-to-back basis). As such, we do not maintain a stockpile of coal,
nor take significant positions on the price of coal. During the Period Under Review, our Coal Trading
Business accounted for approximately nil, 13.0%, 81.4%, 71.4% and 92.5% of our Group’s revenue in
FY2016, FY2017, FY2018, 1H2018 and 1H2019 respectively.
Coal sale contracts

We negotiate with our customers on the specific terms of each coal sale arrangement, including but not
limited to the term, quantity, quality and price of coal to be sold. We benchmark the prices of the coal
supplied against the prices quoted by the ICI or HBA. ICI is the leading coal price reference used by
buyers and sellers of Indonesian coal in the computation of Indonesian domestic coal prices. Prices are
compiled and quoted on a weekly basis, based on independently surveyed market prices by Argus Media
group and PT Coalindo Energy. HBA is the benchmark coal reference price set by MEMR.
Our coal sale contracts will usually require our customers to provide a deposit of 30% to 80% of the
purchase price prior to the loading of coal onto the designated vessel. Such purchase price will be
adjusted if the independent surveyor report assesses that there are deviations in the quality and
specifications of coal upon delivery. In the event such deviation is material, the customer may be entitled
to reject the delivery or terminate the coal sale contract. Save for the aforementioned price adjustment
to account for deviations in the agreed quality and specifications of coal upon delivery, there are no
other instances which will result in adjustments to the agreed upon purchase price of coal. As at the
Latest Practicable Date, there has been no instances where our coal shipment was rejected or coal sale
contracts terminated due to such material deviations.
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As at the Latest Practicable Date, PT DNS has entered into fixed term coal sale contracts with PT DAY
and QIA for the sale of up to 300,000 to 600,000 metric tonnes and 600,000 to 900,000 metric tonnes
of coal respectively by PT DNS for the period between February to December 2019. Please refer to the
section entitled “General Information on our Group – Our Major Customers” of this Offer Document for
more information on our major customers.
Coal purchase contracts

We negotiate with our suppliers on the specific terms of each coal purchase contract, including but not
limited to the term, tonnage, quality and price of coal for purchase. The prices of coal we purchase are
benchmarked to the prices quoted by HBA or the ICI, and are typically quoted on a FOB basis.
As at the Latest Practicable Date, PT DNS has entered into fixed term coal purchase contracts with PT
AMJ, PT AJE and PT SDJ, for the supply of up to 200,000 metric tonnes, 500,000 metric tonnes and
1,200,000 metric tonnes of coal respectively, for the period between January 2019 and December 2019.
Please refer to the sections entitled “Interested Person Transactions – General Mandate for Interested
Person Transactions” and “General Information on our Group – Our Major Suppliers” of this Offer
Document for more information on our major suppliers.
Going forward, depending on our assessment of the market conditions and opportunities, we may
enter into more fixed term coal sale contracts or coal purchase contracts with our other customers and
suppliers.

We operate our Coal Shipping Services through our subsidiary, PT DPAL, which covers domestic
shipping routes mainly between coal mines located in South Kalimantan to the Java and Sulawesi islands
in Indonesia. Our Coal Shipping Services comprise the following:
(a) Chartering services

We charter our vessels and barges to coal traders, coal mining companies and third-party
freight charter companies on a per voyage basis. Our customers engage us to provide marine
transportation of coal from a specified loading jetty or port, to various regions within Indonesia
where their end-customers are located. The duration of each shipment take up to four (4) weeks for
a return trip between the loading port and the specified unloading port in Java and Sulawesi.
Our vessels and barges are chartered under voyage charter agreements entered into with our
customers, in which our fees are calculated by reference to the quantity of cargo carried and the
distance of the voyage covered. Our customers will determine the quantity of cargo, destination,
date of arrival of cargo, estimated time for loading and discharge and the duration of the voyage.
Unless otherwise specified in the said agreements, our customer, as the chartering party, pays
the charter fee and insurance for the cargo, while we bear all other operating expenses including
voyage, fuel costs and port charges and crew expenses.
During the Period Under Review, our chartering services accounted for approximately 95.4%,
60.4% 12.3%, 19.7% and 4.7% of our Group’s revenue in FY2016, FY2017, FY2018, 1H2018 and
1H2019 respectively.
(b) Transshipment services

Our tugboats and barges are also engaged mainly by coal traders to provide transshipment
services, which involve the transportation of coal from the loading jetties or ports to bulk carriers at
a specified anchorage, within a stipulated time for their onward transportation to other destinations.
As certain loading jetties or ports are located in waters with shallow drafts and/or narrow straits,
bulk carriers are unable to berth alongside such loading jetties or ports, and our vessels and
barges will be engaged to provide such transshipment services. The routes our tugboats and
barges cover in the provision of transshipment services are usually shorter, with faster turnarounds,
thus allowing our tugboats and barges reduced exposure to the unpredictable conditions in the
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open seas. The average voyage of such transshipments is approximately five (5) to seven (7) days
for a return trip between the loading port and a customer’s specified bulk carrier within Indonesian
waters. PT DPAL may be entitled to demurrage charges in the event of a delay during the loading
and unloading of cargo, where the respective charter contract provides for it.
During the Period Under Review, transshipment services accounted for approximately 4.6%,
26.6%, 6.3%, 8.9% and 2.8% of our Group’s revenue in FY2016, FY2017, FY2018, 1H2018 and
1H2019 respectively.
carrier, with an aggregate estimated fleet capacity of 116,000 metric tonnes. The age of our vessels and
barges ranges from five (5) months to 17 years, as compared to an estimated useful lives of 20 to 30
years under normal wear and tear conditions. Please refer to the section entitled “General Information
on our Group – Properties and Fixed Assets – Our Fleet” of this Offer Document for more details on our
fleet.
Our vessels and barges undergo scheduled maintenance twice every five (5) years and is also subject to
mandatory classification inspections conducted by BKI (Bureau Klasifikasi Indonesia) annually to maintain
each vessels and barges’ BKI classification. All our vessels and barges are maintained in accordance
with BKI or NK standards. Please refer to the section entitled “General Information on our Group –
Classification” of this Offer Document for further details.
From time to time and during periods where we experience a spike in demand for our chartering and/
or transshipment services, we charter vessels and barges from third-party independent freight operators
and vessels and barges owners, to augment our fleet size and delivery capacities. Conversely during
periods where demand for our Coal Shipping Services are comparably lower, we charter our vessels and
barges to third-party freight operators to optimise utilisation of our vessels and barges.
BUSINESS PROCESS
Receipt of customer Procurement of Arranging for

orders coal from suppliers delivery of coal
Receipt of customer orders

Our sales and marketing team receives and attends to the customer orders and preliminary enquiries.
When placing an order with us, we will require the customer to indicate the tonnage, and quality of coal
required, as well as its expected date of vessel arrival. Once the order is confirmed, we enter into a coal
sale contract with the customer and collect a deposit from the customer.
Procurement of coal from coal suppliers

Based on the customer’s specifications, our operations department procures coal from our coal suppliers.
Arranging for delivery of coal

Upon securing coal supplies, our sales and marketing team will liaise with our customers and suppliers to
arrange for the delivery of coal. The balance purchase price under the coal sale contracts is invoiced after
receipt of the independent surveyor report.
Our Group typically enters into back-to-back coal sale and purchase agreements. As such, we do not
maintain coal stockpiles.
108
Deployment and
Receipt of Assessment and Acceptance of
commencement
customer orders quotation contract
of charter
Receipt of customer orders

Our sales and marketing team receives and attends to customer orders and preliminary enquiries. A
preliminary assessment of the customer’s budget is also performed.
Assessment and quotation

Customer orders will be assessed by our operations department, taking into consideration factors such as
the sea conditions of the requested routes, distance to be covered, the size and type of vessels or barges
required, the cargo loading and discharging time, as well as our fleet availability and schedule. Thereafter,
a quotation will be issued to the customer upon the approval from our COO.
Acceptance of charter contract

Upon acceptance of the quotation, we will enter into a charter contract with the customer.
Deployment and commencement of charter

Once the charter contract is signed, our operations department will schedule our vessels and barges
based on the usage report submitted to our Head of Operations on a daily basis. Our charter schedules
are carefully planned to ensure optimal utilisation of our fleet.
Thereafter, our operations department will deploy our vessels and barges, in accordance to the charter
schedule, to the designated loading port, and thereafter deliver the coal to the designated destination.
Upon successful delivery of coal, the customer will be invoiced accordingly.
SALES AND MARKETING

Our overall sales and marketing activities are spearheaded by our Executive Director and Chief Operating
Officer, Mr Salim Limanto. Our sales and marketing team closely monitors each project from the initial
order phase right through to completion, so as to provide a single point of contact for the customer. The
team also ensures coordination with our operations team, on matters relating to fleet capacity, scheduling
and utilisation.
Upon completion of each project or transaction, the team engages the customer in appraising our service
quality. These feedback sessions allow us to address any queries, complaints or difficulties our customers
faced, and obtain a thorough understanding and appreciation of market demands and customers’ key
requirements, and provide us with the means to anticipate future market opportunities.
The quality of our vessels and barges, our strong customer relationships, attention to operational
competence and price competitiveness, as well as our service reliability have enabled us to build a strong
reputation and establish strong networks in the marketplace. Accordingly, we are able to secure a loyal
and growing customer base, including through customer referrals.
QUALITY CONTROL
We are committed to maintaining high standards of service quality, which is practiced across all stages of
our business processes, and have implemented stringent quality control procedures to achieve maximum
customer satisfaction.
109

We subject each coal delivery shipment to an independent evaluation by a mutually agreed independent
surveyor with our customers. Such surveyor will be appointed at our expense to inspect, evaluate and
provide a report on the quality and specifications of coal to be delivered, to certify that such coal meets
the requirements of our customers.
Prior to establishing any business relationship with potential suppliers, we will assess each potential
supplier by reviewing the independent surveyor reports on previous completed shipments and conduct
on-site inspections on the coal mines to verify the consistency in the quality and specifications of coal
supplied.
We also have in place in-house customer assessment procedures to evaluate and assess the reputation,
credit rating and payment timeliness of potential customers.

We monitor the operational needs and maintenance requirements of our fleet on a regular basis, and
adopt a policy of continually refurbishing and repairing our fleet where necessary. This will allow us to
maintain operational reliability and minimise expenditure on major fleet repairs and maintenance work
over the long-term.
Every set of tugboat and barge is assigned an on-site crew comprising 12 to 13 men (including a
chief engineer and the owner representative) who operate the vessels (including handling the vessel’s
communications, navigating the vessel and conducting any onboard repair and routine maintenance work
required on the vessel). The crew size for the bulk carrier ranges between 25 and 30 men.
Regular inspection and maintenance is carried out onboard our vessels by its assigned crew, to ensure
that they are in good working condition. The captain and chief engineer of each vessel are responsible
for ensuring that our vessels are in optimal operational condition at all times. All substantial modifications,
repairs or additions to our fleet are properly documented in the vessel’s repair log book. During scheduled
inspections of the vessel, inspectors from BKI will refer to the vessel’s repair log book to assess if the
repairs done are in compliance with the requirements of BKI.
HEALTH AND SAFETY

Our Group has established and implemented procedures to ensure a safe and healthy work environment
for our staff, and that prevailing health and safety standards and regulations are met. We also conduct
regular safety and environmental audits and provide systematic health and safety training for all our
staff, covering health checks, safety policy and procedures, accident prevention and guidance as well as
safeguarding the environment against any hazardous materials and proper waste disposal.
Under Indonesian Law, any operating seagoing vessels and barges within Indonesian waters are
subject to Indonesian safety regulations, and are required to obtain certain safety certificates (sertifikat
keselamatan) to ensure seaworthiness of the vessels, including (i) certificate of vessel safety; (ii)
certificate of radio safety; and (iii) certificate of load line. We work closely with the harbourmaster and the
relevant port authorities to fully comply with such local safety regulations.
As part of our safety and crew proficiency system, all our vessel crews including captains are qualified
professionals with licences and certifications to perform their respective duties proficiently. These crew
members are required to have a Safe Manning Certificate, Certificate of Competency and Certificate of
Proficiency issued by the DGST, or any other certifications as may be required by the relevant competent
authorities before joining PT DPAL. We ensure that our vessels meet the minimum safe manning
requirements prior to each deployment.
110
Each of our vessels and barges also maintain a ship sanitation control exemption certificate, which is
valid for a maximum period of six (6) months. This certificate is issued by the Department of Health of the
Republic of Indonesia, which certifies that the vessels and barges are free of infection or contamination,
animal vectors (at all stages of growth) or other species that could carry human disease, microbiological,
chemical and other risks to human health, and that there are no signs of inadequate sanitary measures.
As at the Latest Practicable Date, our Group has not encountered any major accidents involving serious
injuries or significant damages to our vessels or barges, or any instances of non-compliance with the
applicable laws and regulations relevant to health and work safety matters.
CLASSIFICATION
Classification is the process of verifying ship standards against a set of requirements in the rules
established by a classification society. For classification purposes, a ship, tugboat or barge, as the case
may be, is surveyed during its construction on the basis of design approval, tested before being taken
into service and surveyed regularly during its whole operational life until it is scrapped. Every vessel and
barge’s hull and machinery must be classified by the classification society authorised in its country or
elected by its owner. The classification society ensures that the vessel or barge is built, equipped and
maintained in accordance with the society’s rules and regulations which, among other things, incorporate
International Maritime Organisation (“IMO”) convention requirements with regard to safety and pollution.
The class certificate is valid for five (5) years, subject to periodic inspections. The following surveys are
carried out by a surveyor of the relevant classification society:
 annual survey, which is carried out yearly;
 intermediate survey, which is carried out approximately every 2.5 years and can be carried out in a
vessel or barge’s second or third year; and
 renewal or special survey, which is carried out once every five (5) years.
Depending on the type and age of the vessel or barge and quality of ongoing maintenance, the scope of
the survey can range from a standard inspection to a more stringent enforcement. Defects found during
such inspections have to be repaired to the satisfaction of the classification society before the vessel or
barge is allowed to be put into operation. Our vessels and barges are registered with the classification
societies, BKI or NK. BKI is the national classification agency in Indonesia in charge of the classification
of Indonesian-flagged and foreign-flagged commercial vessels and barges which operate regularly in
Indonesian waters. NK is a ship classification society, with its headquarters in Chiyoda, Tokyo, Japan, and
a member of the IACS. To streamline our monitoring and operating processes, we intend to maintain BKI
classification for all our vessels and barges, and will be changing our NK classified vessels and barges to
BKI classification moving forward (“Reclassification”).
We are required to undergo the above inspections in order to maintain the class certificates for our
vessels and barges, which in turn is necessary for the maintenance of our certificates of registration
of our vessels and barges. Without the inspections, we will not be able to maintain the relevant class
certificates and our vessels or barges will be de-registered and prohibited from operating.
During the Period Under Review, our vessels and barges have not encountered any instances of non-
compliance or de-registration (save for processes undertaken to effect the Reclassification) with BKI, NK
and the MoT.
As at the Latest Practicable Date, all of our vessels and barges have undergone annual classification
surveys (save for processes undertaken to effect the Reclassification) and have complied with the rules
and regulations of BKI and/or NK.
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MATERIAL LICENCES, PERMITS, REGISTRATIONS AND APPROVALS

Our Group’s principal business activities are located in Indonesia and we are subject to regulations by
applicable laws, regulations and government agencies in Indonesia. These regulations require us to
possess and maintain various licences or approvals.
The management of licences and permits for our Coal Trading Business and Coal Shipping Services are
centralised at our office in Jakarta, Indonesia. The Head of Legal and Corporate Affairs is responsible for
monitoring and ensuring that our Group has all requisite permits and licences for our businesses. Our
Executive Director and Chief Operating Officer provides overall oversight in this area.
As at the Latest Practicable Date, our Group has the following licences, permits, registrations and
approvals which are material to our business and operations:
Licencee Licence Issuing Authority Date of Issue Duration /

Expiry Date
PT DNS IUP-OPK No. 15/1/IUP/ BKPM on behalf of 30 January 2017 3 years / 29
PMDN/2017 for transportation MEMR January 2020
and sale of coal from PT
AMJ(1)(2)
PT DNS Amendment to the IUP-OPK BKPM on behalf of 3 April 2017 –
No. 15/1/IUP-PB/PMDN/2017 MEMR
for transportation and sale of
coal from PT AMJ, PT AJE,
PT SDJ and PT TM(1)(2)
PT DNS IUP-OPK No. 48/1/IUP/ BKPM on behalf of 2 August 2019 5 years / 1
PMA/2019 for transportation MEMR August 2024
and sale of coal from PT
AMJ, PT AJE, PT SDJ and
PT TBR(2)
PT DNS Trading Business Licence(3) OSS Institution 24 July 2018 Valid as long
as PT DNS
still carries out
its business
activities
PT DNS Registered Exporter of Coal Director General 11 October 2018 3 years / 10
Licence No. 03.ET-04.18.0203 of Offshore Trade, October 2021
Ministry of Trade

PT DPAL SIUPAL No. B XXXIV-45/AT.54 DGST 20 January 2011 Valid as long
for the carrying out of sea as PT DPAL
transportation activities within still carries out
the Indonesian territory its business
activities
PT DPAL SIUPAL for (i) Linear Offshore OSS Institution 26 December 2018 Valid as long
Vessels for Goods; (ii) as PT DPAL
Tramper Offshore Vessels for still carries out
Goods; (iii) Linear Domestic its business
Vessels for Goods; (iv) activities
Tramper Domestic Vessels for
Goods; (v) Domestic Vessels
for Certain Goods; and (v)
Offshore Vessels for Certain
Goods(4)
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Notes:
(1) This Amendment to the IUP-OPK No. 15/1/IUP-PB/PMDN/2017 only supplements and amends the IUP-OPK No. 15/1/IUP/
PMDN/2017 granted to PT DNS on 30 January 2017, to allow PT DNS to source coal from PT AJE, PT SDJ and PT TM (in
addition to PT AMJ). Therefore, the validity period of the IUP-OPK, notwithstanding the amendment on 3 April 2017, remains
a term of three (3) years commencing on 30 January 2017.
(2) Whilst the IUP-OPK No. 15/1/IUP/PMDN/2017 (“First IUP-OPK”) will expire on 29 January 2020, PT DNS has applied for and
was granted the IUP-OPK No. 48/1/IUP/PMA/2019 (“Second IUP-OPK”), which allows PT DNS to source for coal from PT
AMJ, PT AJE, PT SDJ and PT TBR. Both the First IUP-OPK and Second IUP-OPK will run concurrently until the First IUP-
OPK expires, and thereafter the Second IUP-OPK will be PT DNS’ operative IUP-OPK. The Second IUP-OPK shall be valid
for five (5) years commencing 2 August 2019. As at the date of this Offer Document, based on the conditions of the Second
IUP-OPK, there are no specific licence conditions which PT DNS would be required to fulfil in order to renew the Second IUP-
OPK.
(3) Prior to receipt of the Trading Business Licence, PT DNS had obtained the SIUP-M for its Coal Trading Business (which
lapsed on 7 January 2019). Since the introduction of the Electronic Business Licensing Regulations, the Trading Business
Licence replaced the SIUP-M.
(4) Prior to receipt of the new SIUPAL issued by the OSS Agency, PT DPAL had obtained the SIUPAL on 20 January 2011.
Since the introduction of the OSS system for the issuance of licences and permits by the Government in June 2018, the new
SIUPAL issued by the OSS Agency replaced the previous SIUPAL issued by the MoT.
Each of our vessels have also obtained the national pollution prevention certificate (Sertifikat Nasional
Pencegahan Pencemaran Dari Kapal), as evidence of having fulfilled the required construction and
equipment related regulations preventing pollution, as well as compliance with the relevant anti-dumping
regulations in Indonesia. Each certificate is valid for three (3) years, and must be renewed prior to expiry.
The details of the certificates are as follows:
Tugboats
Name Certificates Expiry Date(1) Owned by
TB. Pacific Five National Pollution Prevention Cer tificate 29 June 2022 PT DPAL
No.AL.601/438/10/DK/2019 dated 16 September 2019.
TB. Pacific Six National Pollution Prevention Cer tificate 20 September 2021 PT DPAL
No.PK.401/11870/SNPP/DK-18 dated 30 November
2018.
TB. Pacific Seven National Pollution Prevention Cer tificate 30 August 2020 PT DPAL
2018.
TB. Pacific Eight National Pollution Prevention Cer tificate 20 September 2021 PT DPAL
2018.
TB. Pacific Nine Provisional National Pollution Prevention Certificate 12 September 2022 PT DPAL
No.AL.601/573/15/DK/2019 dated 14 November 2019.
TB. Pacific Ten National Pollution Prevention Cer tificate 18 November 2021 PT DPAL
No.AL.601/155/11/DK/2019 dated 24 April 2019.
TB. Pacific Eleven National Pollution Prevention Cer tificate 3 January 2022 PT DPAL
No.AL.601/155/12/DK/2019 dated 24 April 2019.
TB. Pacific Twelve Provisional National Pollution Prevention Certificate 3 October 2022 PT DPAL
No.AL.1573/16/DK/2019 dated 14 November 2019.
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Bulk Carrier
Name Certificates Expiry Date Owned by
Pacific Bulk International Air Pollution Prevention Certificate 15 May 2022 PT DPAL
No.AL.602/103/10/DK/2019 dated 9 July 2019.
International Oil Pollution Prevention Certificate 15 May 2022

International Sewage Pollution Prevention Certificate 15 May 2022

Note:
(1) The Company and R&P are of the view that the renewal of such certificates is a matter of administrative procedures, and to
the best of their knowledge, there are no material impediments for the successful renewals of such certificates so long as PT
DPAL submits complete renewal application documents. PT DPAL also had not experienced any past instances of any failures
to renew such certificates, since its incorporation. Such applications for renewal are typically submitted by PT DPAL to the
authorities within two (2) months from their respective expiry dates.
Technical non-compliance with PT DNS’ IUP-OPK

Under Indonesian law, PT DNS is required to file an application with the DGMC, being the relevant
competent authority in Indonesia, to update its IUP-OPK as and when PT DNS identifies a new coal
supplier, by including the name of each new coal supplier, prior to transacting with the said supplier.
In February 2019, PT DNS filed the online application to update its IUP-OPK to include PT PCN as a
coal supplier (“Application”). Due to circumstances related solely to PT PCN, the Application was not
completed and PT DNS had engaged with the DGMC, the relevant competent authority, to resolve this.
In the interim, in view of PT DNS’ continued engagement with the DGMC and in its expedience to fulfil
the contractual obligations with PT PCN, PT DNS completed eight (8) coal purchase transactions with
PT PCN. It subsequently came to PT DNS’ attention that the aforementioned transactions resulted in a
technical non-compliance with the relevant IUP-OPK conditions (“Non-Compliance”) and as of 25 April
2019, PT DNS suspended transactions with PT PCN. For the avoidance of doubt, the aforementioned
suspension will not result in any material adverse implications to our Group, as the coal purchase
agreements with PT PCN did not provide for any penalties arising from the non-fulfilment of such
purchases and PT DNS was able to secure alternative sources of coal supply.
PT DNS has engaged the relevant competent authorities to resolve the Non-Compliance by, inter alia,
(i) ceasing coal purchase transactions from April 2019; (ii) submitting the requisite reports to the MEMR,
including the coal purchase transactions constituting the Non-Compliance; and (iii) having held a physical
meeting with the relevant authorities on 10 May 2019 and thereafter obtained written confirmation from
the relevant competent authorities that, inter alia, no sanctions would be levied against PT DNS in
respect of the Non-Compliance.
The Directors are of the view that the Non-Compliance has been fully resolved as (i) PT DNS
has suspended its transactions with PT PCN as of 25 April 2019; and (ii) MEMR, being the relevant
competent authority, had confirmed in writing that no sanctions will be imposed on PT DNS in respect of
the Non-Compliance. Going forward, PT DNS will only transact with PT PCN when it obtains approval for
such amendment to its IUP-OPK.
R&P, our Legal Adviser to our Company on Indonesian Law, having considered, inter alia, the foregoing,
is of the opinion that the risk of any sanctions on PT DNS and a revocation of the IUP-OPK as a result of
the Non-Compliance is remote. Accordingly, R&P is of the opinion that the Non-Compliance will not result
in any material adverse impact on the validity of the IUP-OPK and our Group’s ability to continue with its
business operations. Please refer to Appendix G entitled “Legal Opinion” of this Offer Document for the
legal opinion issued by R&P in respect of the Non-Compliance.
114
Our Group has instituted formal policies and procedures, to ensure that all future transactions with any
new coal suppliers will proceed only after the relevant applications to update the IUP-OPK have been
submitted and are successful. Such policies and procedures, and the scope and adequacy thereof,
will be subject to the oversight and periodic review by our Audit Committee. Please refer to the section
entitled “Corporate Governance – Audit Committee” of this Offer Document for further details.
Our Directors have confirmed after having made all reasonable enquiries, that as at the Latest
Practicable Date, our Group has obtained all relevant licences, certificates and approvals necessary
for our business operations and save for the abovementioned Non-Compliance which has been fully
resolved, we have complied with all relevant laws and regulations that would materially affect our
business operations. 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 aforementioned licences, permits and approvals have been
suspended, revoked or cancelled and to the best of our Directors’ 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 renewal of any of these licences,
permits and approvals to be rejected by the relevant authorities.
ENVIRONMENTAL MATTERS
Our Coal Shipping Services do not directly generate industrial pollutants or hazardous and toxic waste.
Nevertheless, our Group is required to ensure that our Coal Shipping Services meets the relevant
environmental protection laws and regulations in Indonesia. Our vessel crew are also trained to prevent,
mitigate and manage the occurrence of environmental pollution originating from our vessels.
Vessels which ply Indonesian waters are also required to comply with anti-dumping regulations which
restrict vessel owners from carrying out dumping activities unless with the consent and under the
supervision of the harbourmaster (syahbandar). Vessels which do not comply with the relevant anti-
dumping regulations will not be issued the national pollution prevention certificate (Sertifikat Nasional
Pencegahan Pencemaran Dari Kapal).
Our vessels have obtained the national pollution prevention certificate (Sertifikat Nasional Pencegahan
Pencemaran Dari Kapal), as evidence of having fulfilled the required construction and equipment related
regulations preventing pollution, as well as compliance with the relevant anti-dumping regulations in
Indonesia. Each certificate is valid for three (3) years, and must be renewed prior to expiry.
Please refer to Appendix F entitled “Summary of Relevant Indonesian Laws and Regulations” of this Offer
Document for more details on the regulations applicable to our vessels and barges.

Our Coal Trading Business does not directly generate industrial pollutants or hazardous and toxic
waste. Nevertheless, we have taken steps to mitigate indirect environmental and sustainability impact
by sourcing coal from coal mines which hold the necessary mining business licence for production
operations (“IUP-OP”) and by extension, possess the relevant Environmental Licence which is a pre-
requisite to securing an IUP-OP. The possession of such Environmental Licence signifies that a coal mine
has undergone the preparation of an Environmental Impact Assessment or an Environmental Monitoring
and Management Plan as required by the relevant Indonesian government authorities.
To the best knowledge of our Directors, all coal mines from which we obtained our coal supply during
the Period Under Review have duly obtained such Environmental Licence and passed the relevant
environmental checks. Our Directors are also not aware of any violation of environmental regulations by
these coal mines.
115
INSURANCE
Our Group maintains various insurance policies necessary for our business operations. We maintain
an insurance policy with the Social Insurance Administration Organisation (Badan Penyelenggaran
Jaminan Sosial) which covers group hospitalisation insurance, social security insurance (Jaminan Sosial
Tenaga Kerja), employment accident benefits (Jaminan Kecelakaan Kerja) and death benefits (Jaminan
Kematian) for our employees at our corporate offices.
As at the Latest Practicable Date, we maintain the following insurance policies to cover, inter alia, risks
associated with the operation of our assets:
(a) Hull and machinery policy. This covers accidental physical loss or damage to our vessels and
barges (including machinery and equipment onboard the vessels and barges) and the vessel and
barge’s proportion of general average sacrifices and contributions. Coverage for our fleet under
each hull and machinery policy is written based upon our insurable interest in the relevant vessel
or barge, which is assessed at market, as agreed annually between us and the insurer of the
relevant policy;
(b) Protection and indemnity policy. This covers third-party liabilities arising out of our vessels and
barges’ operations including contractual obligations of owner to crew (for example, personal injury
and illness of a crew member), cargo claims, collision with other vessels or with fixed or floating
objects and oil pollution. This policy also includes compulsory wreck removal as required by the
Indonesian prevailing laws and regulations; and
(c) War risk policy. This covers loss or damage to our vessels or barges as a result of certain war or
war-like conditions, including terrorism, riots, strikes, sabotage and vandalism and political actions
such as acquisitions by governments.
The above insurance policies are reviewed annually to ensure that they adequately satisfy both regulatory
and operational requirements. We may increase the coverage and scope if we deem it necessary and
appropriate.
Our Directors are of the opinion that the above insurance policies are adequate for our present operations
and in line with industry practice in Indonesia. For the Period Under Review, our Group has not been
subject to any material insurance claims or liabilities arising from our operations and we have not made
any material insurance claims. However, any 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 business, results of operations or financial position. There is no assurance that any claims
made or decided against us will be covered by insurance, or if covered, will not exceed the limits of
our coverage. Please refer to the section entitled “Risk Factors – Risks Relating to our Business and
Operations – We may not have adequate insurance, and we are subject to uninsured risks” of this Offer
RESEARCH AND DEVELOPMENT

The nature of our business does not require us to undertake any research and development activity.
INTELLECTUAL PROPERTY
As at the Latest Practicable Date, our Group does not own any intellectual property and we have not
registered any trademark or copyright in Indonesia and Singapore, and our business operations are not
dependent on any specific intellectual property. We have also not made any material intellectual property
claims against any third parties.
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PROPERTIES AND FIXED ASSETS

Properties owned and used by our Group
Our Group currently owns the following properties:
No. Location Owner Approximate Tenure Use/Activities Encumbrance

land area
(sq m)
1. Komp.Ruko Mitra Bahari Jl. PT DPAL 77 N.A.(1) Shophouse Nil

Pakin Kav No.21, Penjaringan
- Jakarta Utara
2. Desa Talang Duku, Muaro PT DPAL 157,474 N.A.(1) Bare land Nil
Jambi(2)
Notes:
(1) The properties are held through the Hak Guna Bangunan (“HGB”) certificates, which are rights to construct and own
building(s) over a parcel of land for a period of 30 years (such period may be extended by a maximum further period of 20
years). Under the applicable Indonesian laws and regulations, it is stipulated that after the expiration of the extended period,
the HGB may be renewed by its holder over the same land. Accordingly, the tenure of the HGB certificates is deemed to be
perpetual as long as PT DPAL, being the holder of the HGB certificates, continues to renew such certificates.
In accordance with Government Regulation No.40 of 1996 on Right to Cultivate, Right to Build, and Right to Use over Land
(“GR 40/1996”), the key requirements for the renewal of the HGB certificates are as follows:
(a) the land is still properly used and in accordance to the condition, nature, and purpose of granting of the HGB
certificates;
(b) the requirements for the granting of HGB certificates are satisfied by the holder of HGB certificates;
(c) the holder of HGB certificates is able to hold such HGB certificates (i.e. it is still an Indonesian individual or legal
entity); and
(d) the use of the land is still in accordance with the zoning requirements applicable to the plot of land.
The renewal application for such HGB certificates must be submitted at the latest two (2) years prior to their respective
expiry dates. The Company and R&P are of the view that so long as PT DPAL (i) meets all of the key requirements above; (ii)
prepares all required documents; and (iii) pay all related application and renewal fees, to the best of their knowledge, there
are no material impediments to the successful renewal of such HGB certificates from the relevant competent authority.
(2) Our Group plans to develop coal loading port infrastructure on such land in Sumatra, Indonesia, to support our future
business operations, as and when suitable and commercially feasible opportunities arise in the future. Our Group’s current
business, operations and expansion plans are carried out separately from, are not dependent on and will not be conditional
upon the realisation of the aforementioned development.
Properties leased by our Group

As at the Latest Practicable Date, our Group leases the following properties:
No. Location Approximate Lessor Lessee Use/ Rental per Term of Lease
land area Activities month
(sq m)
1. 144 Robinson – Map Company Office space S$7,276 24 months from

Road #07-01, Pacific 1 July 2019 to
Robinson Square, Pte Ltd 30 June 2021
Singapore 068908
2. Grand ITC 170 PT. Matra PT DPAL Office space IDR 36 months from
Permata Hijau. Olahcipta 28,237,000 1 January 2017
Lantai 8 Suite B-8. to 31 December
Kec. Grogol Utara. 2019(1)
Jakarta 12210.
Indonesia
117
No. Location Approximate Lessor Lessee Use/ Rental per Term of Lease
land area Activities month
(sq m)
3. Grand ITC 53.4 PT. Matra PT DNS Office space IDR 24 months from
Permata Hijau. Olahcipta 9,104,700 1 January 2018
Lantai 8 Suite B-7. to 31 December
Kec. Grogol Utara. 2019(1)
Jakarta 12210.
Indonesia
Note:
(1) PT DPAL and PT DNS are in the process of negotiating with the landlord on the rental and term of lease for the renewal of
the respective office space leases, and expect such leases to be successfully renewed prior to the respective expiry dates. As
at the Latest Practicable Date, PT DPAL and PT DNS have not signed or committed to any lease renewal agreements with
the landlord.
As at the Latest Practicable Date, our Directors are not aware of any breach of any obligations under the
abovementioned lease agreements that would result in its termination by the lessor or non-renewal, if
required, when they expire.
As at 31 December 2018 and 30 June 2019, the net book value of our fixed assets principally comprising
vessels and barges, vehicles, computer equipment, building and land amounted to approximately S$14.5
million and S$33.6 million respectively.
Our Fleet
Over the years, we have grown our fleet by acquiring vessels and barges. As at the Latest Practicable
Date, our fleet comprises nine (9) Indonesian-flagged vessels, comprising eight (8) tugboats (and
including eight (8) accompanying barges) as well as one (1) bulk carrier, with an aggregate estimated
fleet capacity of 116,000 metric tonnes. In accordance with the cabotage laws in Indonesia, all vessels
operating in Indonesian waters are required to be Indonesian-flagged unless the foreign-flagged vessel
carries out certain activities which are not categorised as transportation of passengers and/or goods, and
provided that Indonesian-flagged vessels are (i) not available; or (ii) insufficient in number.
Our entire fleet is wholly-owned by PT DPAL and supports our Coal Shipping Services which covers
domestic shipping routes within Indonesian waters. Accordingly, all our vessels and barges are
Indonesian-flagged and registered in Indonesia.
The following table provides further salient information on our fleet:
Tugboats
Name Year Machine Gross Classification or Owned by

manufactured/ Power (HP) Tonnage certification / Expiry date
flag state (metric
tonnes)
TB. Pacific Five 2010 2 x 1318 453 BKI PT DPAL

Indonesia 27 May 2024 (for machinery
and hull)
TB. Pacific Six 2013 2 x 1032 256 BKI PT DPAL

and hull)
TB. Pacific Seven 2013 2 x 1032 256 BKI PT DPAL

Indonesia 20 June 2023 (for machinery
and hull)
118
Name Year Machine Gross Classification or Owned by

manufactured/ Power (HP) Tonnage certification / Expiry date
flag state (metric
tonnes)
TB. Pacific Eight 2012 2 x 1032 256 BKI PT DPAL

and hull)
TB. Pacific Nine 2014 2 x 1032 260 BKI PT DPAL

Indonesia 11 March 2020 (for
machinery and hull)(1)
TB. Pacific Ten 2018 2 x 1032 239 NK(2) PT DPAL

Indonesia 16 January 2024 (for
machinery and hull)
TB. Pacific Eleven 2018 2 x 1032 258 NK(2) PT DPAL

Indonesia 5 March 2024 (for machinery
and hull)
TB. Pacific Twelve 2009 2 x 1032 182 BKI PT DPAL

Indonesia 15 July 2024 (for machinery
and hull)
Barges
Name Year Size (m) Gross Classification or Owned by

manufactured/ Tonnage certification / Expiry date
flag state (tonnes)
BG. Pacific 3302 2008 96.56 x 4,332 BKI PT DPAL

Indonesia 27.43 x 6.10 27 May 2024

Indonesia 25.60 x 5.49 7 April 2023

Indonesia 25.60 x 5.49 28 May 2023

Indonesia 25.60 x 5.49 28 May 2023

Indonesia 25.60 x 5.49 11 March 2020(1)

Indonesia 25.60 x 5.49 26 February 2024

Indonesia 25.60 x 5.49 11 April 2024

Indonesia 25.60 x 5.49 28 July 2020(1)
Bulk Carrier
Name Year DWT Classification or Owned by

manufactured/ (tonnes) certification / Expiry date
flag state
Pacific Bulk 2002 50,316 BKI PT DPAL

and hull)
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Notes:
(1) PT DPAL has completed the requisite surveys in respect of our vessel, TB. Pacific Nine, and our barges, BG. Pacific 3009 and
BG. Pacific 3012, for the renewal of each vessel’s and barge’s respective classification certificate. Please refer to the section
entitled “General Information on our Group – Classification” of this Offer Document for further details on the inspections and
surveys required for the maintenance of our fleet’s classification. TB. Pacific Nine, BG. Pacific 3009 and BG. Pacific 3012 have
been issued provisional certificates, each expiring on 11 March 2020, 11 March 2020 and 28 July 2020 respectively, pending
the formal issuance of the permanent classification certificates. PT DPAL has submitted all documents and completed all
procedures required for such renewals, and to the best of our knowledge, there are no known matters which could cause our
renewal applications to be rejected or delayed by the relevant authorities.
(2) PB. Pacific Ten and TB. Pacific Eleven are newly built vessels by shipyards which comply with NK classification. Going
forward, our Group intends to switch the classification of these vessels to BKI.
Our tugboats and barges have the capacity to transport approximately 8,000 to 10,500 metric tonnes of
coal per charter trip, whilst Pacific Bulk has a carrying capacity of approximately 50,000 metric tonnes of
coal per charter trip.
Each of our vessels are equipped with a vessel tracking system which tracks the location of our vessels
in real time so that our operations department can monitor the vessels’ movements and whereabouts of
the cargo at any time. This also allows the operations department to coordinate the docking time with our
customers to facilitate the efficient delivery of coal.
We continually monitor the markets in which we operate to assess any acquisition opportunities. The
costs of acquiring additional vessels or barges are assessed together with, amongst other things, the
existing and projected fleet utilisation, business trends, the value and earning potential of the vessels
or barges, costs of building similar vessels or barges from the shipyards, and the expected returns from
such capital investments.
To the best of our Directors’ knowledge, there are no regulatory requirements or environmental issues
that may materially affect the utilisation of our vessels and barges, save as disclosed under Appendix F
entitled “Summary of Relevant Indonesian Laws and Regulations” of this Offer Document.
Fleet utilisation
The following table sets out our fleet utilisation ratios for the periods indicated:
FY2016 FY2017 FY2018 1H2019 1 July 2019 up

to the Latest
Practicable Date
Number of tugboats 5 5 5 7 8
Number of barges 5 5 5 7 8
Number of bulk carriers(1) – – – – 1
Number of available days(2) 353 348 337 130 160
Number of operating days(3) 353 348 337 130 160
Fleet utilisation rate(3) 100% 100% 100% 100% 100%
Notes:
(1) Pacific Bulk was operationally deployed from 1 August 2019 onwards.
(2) “Available days” represent the average number of days in a financial year/period that our fleet is available for hire after
taking into consideration scheduled repairs, maintenance, upgrades and actual days new vessels or barges are available
for operations. These exclude the number of days that the vessels or barges are not in operation, due to requirements for
maintenance works, dry-docking or for statutory audit by the applicable classification societies as required by the International
Management Code for the Safe Operation of Ships and for Pollution Prevention, promulgated by the International Maritime
Organisation. Please refer to Appendix F entitled “Summary of Relevant Indonesian Laws and Regulations” of this Offer
Document for further details on the regulations affecting the operations of our Group.
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(3) “Operating days” represent the average number of days in a financial year/period that our fleet is hired.
(4) “Fleet utilisation rate” is defined as the percentage of “number of operating days” to “number of available days”.
The number of available days and operating days of our fleet decreased across the periods indicated
above, mainly due to the increase in the number of days our vessels and barges were dry-docked for
scheduled repair, maintenance and upgrades (which occurs every 2.5 years for each vessel or barge) in
FY2017 and FY2018.
EMPLOYEE TRAINING
We strongly believe that our employees are one of our important resources and key assets significant to
the success of our business. For our crew members manning and operating the vessels, a prerequisite
to their employment is for such crew to obtain the proper certifications required to operate and maintain
a vessel, including a Safe Manning Certificate, Certificate of Competency and Certificate of Proficiency
issued by the DGST, or any other certifications as may be required by the relevant competent authorities.
We have also implemented constant training and retraining of our employees to ensure that they are
equipped with the necessary skills and knowledge to serve our customers. Such trainings include:
(a) Orientation training. All new employees are subject to a probation period, where they undergo
orientation training programmes to familarise themselves with the general working environment,
corporate culture, product knowledge as well as quality requirements. Such trainings are also
tailored to familiarise our vessel crew with the specifications and orientation of the vessel they have
been assigned to. These programs are conducted in-house with emphasis on matters relating to
employee conduct and discipline, housekeeping, quality and safety awareness. Thereafter, the
employees are directed to their respective supervisors for more specific on-the-job training; and
(b) On-the-job training. On-the-job training is managed by the employees’ immediate supervisors.
Immediate supervisors will closely monitor individual employees under their charge and oversee
and mentor these employees to ensure that they are equipped with the necessary skills and
knowledge. These training sessions are conducted on a continuous basis, to ensure that our
employees have relevant and current expertise to handle their respective job responsibilities and
enhance their work performance.
CORPORATE SOCIAL RESPONSIBILITY

We acknowledge our responsibilities towards society, the environment and our shareholders. We believe
in managing our businesses in a fair and ethical manner, and we strive to achieve growth in a sustainable
manner and being responsible towards the wider community and the environment at the same time.
We support local communities and from time to time, local communities have utilised our premises in
North Jakarta, Indonesia to hold community events and social gatherings.
Our business operations impact the environment. Accordingly, we conduct all aspects of our
business in compliance with the applicable environmental laws, and have instituted training sessions,
operational policies and directives to (i) ensure that our employees and vessel crew observe all
applicable environmental laws and regulations; and (ii) prevent, mitigate and manage the occurrence of
environmental pollution originating from our vessels. Please refer to section entitled “General Information
on our Group – Environmental Matters” of this Offer Document for further details.
We have also extended the same environmental and quality requirements to the shipyards we engage
for the construction of our new vessels and barges and the ongoing maintenance of our existing fleet.
Such shipyards are assessed and selected based on, inter alia, their compliance track record in respect
of environmental laws and regulations, and their adopted initiatives on environmental protection and
sustainability practices.
121
We recognise that our corporate and social responsibility initiatives will continue to evolve as we
manage our business and operating activities, and we continuously assess the corresponding impact
to the society, environment, our shareholders and other stakeholders. As such, we strive to continuously
develop and improve our corporate and social responsibility initiatives.
OUR MAJOR CUSTOMERS

Our customers which account for 5% or more of our Group’s total revenue for FY2016, FY2017, FY2018
and 1H2019, segregated based on our Coal Trading Business and Coal Shipping Services, are set out
below:
As a percentage of revenue (%)

Name of customer Product or FY2016 FY2017 FY2018 1H2019
services
purchased
PT DNS(1)
PT Cemindo Gemilang Coal – 8.6 – –
(2)
PT Daidan Aditama Yaksa Coal – – 15.6 9.9
(2)
Quattuor Isla Associates Pte Ltd Coal – – 31.1 82.6
Resources International Coal – – 34.7 –
Development Pte. Ltd.(3) (formerly
known as Borneo Resources
International Pte. Ltd.)
PT DPAL
PT Inti Mustika Karyatama Freight charter 59.2 46.1 5.6 –
PT Sinar Deli(4) Freight charter 20.7 5.3 – –
PT Jaya Shakti Barutama Freight charter 15.4 – – –
PT Prima Sarana Bahari Freight charter – 20.4 7.7 5.6
(4)
PT Geo Mineral Trading Freight charter 1.5 6.3 – –
PT Hoffmen International Freight charter 0.6 8.7 1.0 –
Notes:
(1) PT DNS only commenced our Coal Trading Business in FY2017.
(2) PT DAY and QIA are coal traders in Indonesia. To the best knowledge of the Directors, the respective single largest
shareholder of each of PT DAY and QIA have familial relations with each other.
(3) Our Group’s sale of coal to RID, a related company of our Group, was in respect of RID’s coal trading obligations to its
customers, which are parties unrelated to and independent of our Group and/or our Founding Shareholders. Please refer to
the below sub-section entitled “Coal Trading Business” of this Offer Document for further details.
(4) Our Group’s provision of coal shipping services to PT Geo Mineral and PT Sinar Deli, both of which were related companies
of our Group, were in respect of their coal shipment obligations to their respective customers, which are parties unrelated
to and independent of our Group and/or our Founding Shareholders. Please refer to the below sub-section entitled “Coal
Shipping Services” of this Offer Document for further details. Since 14 May 2019, PT Geo Mineral has been disposed of to an
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Our major customers in respect of our Coal Trading Business are mainly coal traders whose end
customers are mainly companies in the nickel smelting and cement manufacturing industries.
RID is a related company of our Group. PT DNS supplied coal to RID on a non-recurring basis over the
period of April 2018 to August 2018. During the aforementioned period, RID purchased coal from our
Group to fulfil coal trading obligations with its customers, instead of purchasing such coal directly from
PT AJE and PT AMJ, which are coal mining companies majority owned and controlled by our Founding
Shareholders and their Associates, after considering inter alia, the following key factors:
(i) PT AJE and PT AMJ were operating at near-full capacity and had committed to selling coal to their
existing pool of customers, including PT DNS. It was therefore administratively and logistically more
expedient for RID to purchase coal from PT DNS;
(ii) PT DNS had a more diverse coal supplier base, and the ability to provide RID with greater flexibility
in terms of supply volume, quality specifications and delivery schedules. This was advantageous to
RID when it had urgent coal delivery obligations to fulfil in FY2018, and allowed RID to dispense
with the laborious vetting and procurement process, including independent surveys to ensure the
requisite coal specifications, generally associated with direct purchase of coal from coal mining
companies; and
(iii) RID is a Singapore-incorporated company which coal trading activities were extended to include
international customers outside of Indonesia, and faced coal procurement limitations from certain
coal mines in Indonesia which did not have coal export licences (PT AJE only obtained its coal
export licence in late 2018).
RID contributed to approximately S$0.3 million (4.6%) of our Group’s total gross profit in FY2018. Please
refer to the sections entitled “Risk Factors – Risks Relating to our Business and Operations – A material
proportion of our revenue over the Period Under Review were contributed by major customers who were
related to our Founding Shareholders” and “Interested Person Transactions” of this Offer Document for
further details. As at 31 December 2018, RID has ceased coal trading activities. As such, RID was no
longer a customer of PT DNS after FY2018.
PT DAY and QIA are recently incorporated coal trading companies in Indonesia. PT DNS has entered into
fixed term contracts with PT DAY and QIA, pursuant to which PT DAY and QIA will respectively purchase
up to 300,000 to 600,000 metric tonnes and 600,000 to 900,000 metric tonnes of coal from PT DNS for
the period from February to December 2019, at a fixed premium to the prevailing ICI. PT DAY and QIA
have each secured exclusive rights to act for PT Virtue Dragon Nickel Industry (“PT VDNI”) over a fixed
term, in the procurement of thermal coal required for PT VDNI’s nickel smelting operations. Both PT DAY
and QIA sold an aggregate average of more than 1,600,000 metric tonnes of coal per annum to PT VDNI.
Revenue contributions from PT DAY and QIA fluctuated between FY2018 and 1H2019, due to (i) PT
DNS’ entry into the fixed term contracts with each of QIA and PT DAY in FY2019; and (ii) the varying coal
purchase frequencies by each of QIA and PT DAY, which to the best knowledge of our Group, is mainly
dependent on the prevailing coal requirements of PT VDNI. PT VDNI owns and operates, amongst others,
a nickel smelter in Sulawesi, Indonesia and requires a long-term and consistent supply of suitable coal for
its nickel smelting operations. As at the Latest Practicable Date, our Group (i) has not encountered any
disputes with each of PT DAY and QIA on the sale and delivery of coal; and (ii) has not experienced any
undue delays or difficulties in the collection of payments from each of PT DAY and QIA.
To the best knowledge of our Directors, the management teams and ultimate beneficial shareholders of
each of PT DAY and QIA have accumulated many years of experience in property development and the
trading of food, raw materials (including coal, bauxite and nickel) as well as building materials. They are
reputed to have established strong professional networks within Indonesia, including close relationships
with the senior management of PT VDNI. The ultimate controlling shareholder of QIA who is responsible
for the management of PT DAY and QIA, used to be a senior coal trader with a Singapore-incorporated
company.
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Our major customers in respect of our Coal Shipping Services are mainly coal traders and third-party
charterers.
Revenue contribution from PT IMK declined during the Period Under Review, as it progressively
diversified its base of coal shipping services providers, in order to secure better shipping capacities. PT
Jaya Shakti Barutama and PT Hoffmen International had no business transactions with PT DPAL from
FY2016 and from 1H2019 respectively, due to, inter alia, market competition and as a result of PT DPAL’s
periodic evaluation of our customers.
PT Sinar Deli is a related company of our Group, and up to 14 May 2019, PT Geo Mineral was a
related company of our Group. PT Sinar Deli contributed to approximately S$1.0 million (17.0%) and
S$0.1 million (3.2%) of our Group’s total gross profit in FY2016 and FY2017 respectively, while PT Geo
Mineral contributed to approximately S$70,000 (1.2%) and S$0.2 million (5.9%) in each of the respective
financial years. Please refer to the sections entitled “Risk Factors – Risks Relating to our Business and
Operations – A material proportion of our revenue over the Period Under Review were contributed by
major customers who were related to our Founding Shareholders” and “Interested Person Transactions” of
this Offer Document for further details. As at the Latest Practicable Date, PT Sinar Deli has ceased coal
trading activities. Since 14 May 2019, PT Geo Mineral has been disposed of to an unrelated third-party.
Notwithstanding the aforementioned cessation of business activities by and the disposal of major
customers who were related to our Founding Shareholders, our Directors are of the view that our Group
is able to operate on a standalone basis going forward without reliance on the aforementioned customers
as (i) the markets for vessel chartering services and coal are dynamic and are subject to demand and
supply movements; (ii) coal, which is a natural resource and commodity, enjoys consistent demand from
the power generation sector in Indonesia; and (iii) there is a large pool of customers for vessel chartering
services and coal in Indonesia, which is an island archipelago where dry bulk shipping and barging are
important modes of transportation of coal and other commodities.
Our Directors are of the opinion that our business and profitability are currently not dependent on any
single customer or on any particular industrial, commercial or financial contract with any customer. In
particular, our Directors are of the opinion that our Group is not materially dependent on PT DAY and QIA
as major customers, as our Group can secure other domestic customers as and when the need arises,
given that coal is a highly commoditised product that enjoys relatively stable demand from both domestic
and international end-users.
To the best of their knowledge, our Directors are not aware of any information or arrangement which
would lead to a cessation or termination of our current relationship with any of our major customers.
As at the date of this Offer Document and save as disclosed above, none of our Directors or Substantial
Shareholders or their respective Associates has any interest, direct or indirect, in any of the above major
customers.
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OUR MAJOR SUPPLIERS

Our major suppliers which accounted for 5% or more of our Group’s total purchases in FY2016, FY2017,
FY2018 and 1H2019, segregated based on our Coal Trading Business and Coal Shipping Services are
as follows:
As a percentage of total purchases(5) (%)

Name of supplier Product or services FY2016 FY2017 FY2018 1H2019
supplied
PT DNS(1)
PT Angsana Jaya Energi(2) Coal – 8.6 36.4 33.1
(2)
PT Akbar Mitra Jaya Coal – – 4.5 12.9
(3)
PT Sungai Danau Jaya Coal – – 41.4 34.8
PT Prolindo Cipta Nusantara Coal – – – 6.8
PT Prima Sarana Bahari Freight charter – 4.6 6.2 2.0
(“PT PSB”)(4)
PT DPAL
PT Asia Mulia Transpasifik Freight charter 6.7 – – –
PT Pelayaran Rimba Megah Freight charter 0.3 6.9 1.2 –
Armada
Notes:
(1) PT DNS only commenced its Coal Trading Business in FY2017.
(2) PT AJE and PT AMJ are a 83.25% subsidiary and a 37.5% associated company of PT Deli Coal, respectively. PT Deli Coal
is in turn collectively held (80.0%) by certain Founding Shareholders and their Associates. Please refer to the section entitled
“Interested Person Transactions – Interested Persons” of this Offer Document for further details.
(3) PT SDJ is a coal mining company in Indonesia and is a 99.0% subsidiary of Geo Energy Resources Limited (“GER”), a coal
producer in Indonesia listed on the SGX-ST, in which Lenny Limanto has a 10.41% shareholding interest as at the Latest
Practicable Date. Lenny Limanto is the daughter of Mr Djunaidi Hardi and niece of Mr Arifin Ang, Mr Juhadi and Mr Limas
Ananto. She is neither a controlling shareholder or director or executive officer of GER and is not involved in the day-to-day
operations of GER.
(4) PT PSB is a vessel and barge owner and operator which had provided freight chartering services to PT DNS for the
transportation of coal to its customers.
(5) “Total Purchases” shall refer to cost of sales less staff costs, depreciation and amortisation and repair and maintenance.

Our major suppliers in respect of our Coal Trading Business are mainly coal mines and freight charterers.
These suppliers are selected based on their availability of supply, price, quality of coal or services,
track record and reputation. We procure our supplies as and when required and in accordance with the
requirements of each order made by a customer. As such, we do not enter into any long-term supply
contract with any of our suppliers. For the avoidance of doubt, in the arrangement of delivery of coal
for our customers in respect of our Coal Trading Business, PT DNS is not obliged to engage our Coal
Shipping Services to undertake the delivery.
As at the Latest Practicable Date, we have entered into fixed term coal purchase contracts with PT
AMJ, PT AJE and PT SDJ. PT AJE and PT AMJ are related companies of our Group. Please refer
to the section entitled “Interested Person Transactions” of this Offer Document for further details. The
fluctuations in purchases from each of the three (3) aforementioned coal suppliers during the Period
Under Review were mainly due to operational constraints in aligning each of the suppliers’ respective
mining capacities and land transportation schedules, with our purchase orders and corresponding coal
shipping schedules.
PT Prolindo Cipta Nusantara was a new coal supplier in 1H2019.
125

Our major suppliers in respect of our Coal Shipping Services are mainly freight charterers.
We charter vessels and barges from other owners and operators when our own fleet is fully utilised,
in order to meet our contractual obligations. PT Asia Mulia Transpasifik had no business transactions
with PT DPAL from FY2017 onwards. The increased proportion of vessel charters from PT Pelayaran
Rimba Megah Armada in FY2017 was due to the alignment of schedule of its available vessels with the
requirements of PT DPAL’s customers. We ceased charters from third-party vessels in 1H2019 following
the expansion of our fleet through the purchase of additional vessels and barges in 2019.
Our Directors are of the opinion that our business and profitability are currently not dependent on any
single supplier or on any particular industrial, commercial or financial contract with any supplier and the
products supplied by the above major suppliers can be sourced from other alternative suppliers in the
market without significant difficulties.
To the best of their knowledge, our Directors 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 date of this Offer Document and save as disclosed above, none of our Directors or Substantial
Shareholders or their respective Associates has any interest, direct or indirect, in any of the above major
suppliers.
CREDIT MANAGEMENT
Credit terms to our customers
We have in place a credit management policy which includes credit assessments for all new customers,
as well as existing customers periodically. Subject to the requisite management approvals, we may
accommodate requests for delays in payments on a case by case basis for customers which have an
established track record with us.
For our Coal Trading Business, we typically collect an advanced deposit of between 30% to 80% of the
total contract sum from our customers upon entry into the coal sale contract, and grant credit terms of up
to 14 days for the balance 20% to 70%, which is payable from the date of issuance of the certificate by
the independent surveyor.
For our Coal Shipping Services, we invoice the full contract sum after completion of loading of coal onto
our vessels and barges at the loading jetty or port, and upon issuance of the load report at the loading
jetty or port.
Our average trade receivables turnover days(1) for the Period Under Review for our Coal Trading Business
and Coal Shipping Services were as follows:
FY2016 FY2017 FY2018 1H2019
Coal Trading Business – (2) 57 50 15

Coal Shipping Services 105 48 72 30
Notes:
(1) The average trade receivables turnover days is calculated based on the average opening and closing trade receivables
balances due from third parties as at the relevant financial year/period end divided by the corresponding revenue and
multiplied by 365 and 182.5 days, as the case may be.
(2) We only commenced our Coal Trading Business under PT DNS in FY2017.
126

Our average trade receivables turnover days improved from approximately 57 days in FY2017 to
50 days in FY2018, and further improved to 15 days in 1H2019 due to increased efforts in collection.
Approximately 95.3% of our receivable balances as at 30 June 2019 in relation to the aforementioned
payments have been collected as at the Latest Practicable Date, and our Group does not foresee any
difficulties in the collection of the remaining receivable balances.

Our average trade receivables turnover days significantly improved from approximately 105 days in
FY2016 to 48 days in FY2017 due to an improvement in collection, but increased to 72 days in FY2018
mainly due to requests by certain customers for extensions on their payment periods. Our average trade
receivables turnover days improved to 30 days in 1H2019 due to increased efforts in collection. All of our
outstanding trade receivables in respect of our Coal Shipping Services as at 30 June 2019 were collected
as at the Latest Practicable Date.
Credit terms from our suppliers

We are typically granted credit terms of 15 to 30 days for both our Coal Trading Business and Coal
Shipping Services by our respective suppliers. Such credit terms vary across our various suppliers and
are dependent on, amongst others, our relationship with each supplier, business track record and the
volume of our purchases.
Our average trade payables turnover days(1) for the Period Under Review are as follows:
FY2016 FY2017 FY2018 1H2019
Coal Trading Business – (2) – (3) – (3) 24

Coal Shipping Services 12 8 16 37
Notes:
(1) The average trade payables turnover days is calculated based on the average opening and closing trade payables balances
due to third parties as at the relevant financial year/period end divided by corresponding cost of sales multiplied by 365 days
and 182.5 days respectively, as the case may be.
(2) We only commenced our Coal Trading Business under PT DNS in FY2017.
(3) There was no outstanding trade payables due to third parties.

As at the Latest Practicable Date, we have made full settlement of our outstanding trade payables as
at 30 June 2019. Due to the timing of our coal purchases to meet the delivery schedule and demand of
customers in 1H2019, we recorded an outstanding trade payable balance for our Coal Trading Business
which resulted in an average trade payables turnover days of 24 days as compared to nil in FY2018.

Our average trade payables turnover days decreased from approximately 12 days in FY2016 to 8
days in FY2017 mainly due to the prompt settlement of our payables, which was also in line with the
decrease in revenue from our Coal Shipping Services in FY2017. The average trade payables turnover
days increased to approximately 16 days in FY2018, mainly due to a larger outstanding balance of trade
payables as at 30 June 2019 relating to dry-docking expenses incurred mainly in respect of our bulk
carrier, Pacific Bulk. As at the Latest Practicable Date, the outstanding balances as at 30 June 2019 has
been settled in full.
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INVENTORY MANAGEMENT
We typically enter into back-to-back coal sale and purchase contracts with our customers and suppliers
respectively, and we would procure such inventory as and when required according to our customers’
specifications and requirements. Our Company does not maintain any coal stockpiles. Delivery of such
coal will then be made directly from our supplier to our customer, and we therefore do not recognise such
coal procured as an inventory, save for inventory-in-transit which arose during the transition period when
coal cargo is being transported from the loading port to our customers’ appointed bulk carrier.
Accordingly, it is not meaningful to calculate and present inventory turnover days for our Coal Trading
Business. We are not typically required to make provisions for inventory or stock obsolescence and
for the Period Under Review and from 1 July 2019 up to the Latest Practicable Date, there were no
provisions made for inventory or stock obsolescence.

Our inventories consist principally of consumables (comprising fuel, spare parts, oil filters, lubricants and
ropes). The owner representative of each vessel monitors inventory on a daily basis, and a daily report
is sent to our operations department detailing the fuel utilised, fuel balance, utilisation of spare parts and
consumables, and distance covered by the vessel.
Our inventories’ balance as at the end of each financial year or period are insignificant, as we will only
procure inventories as and when required, to minimise our inventory carrying costs. Spare parts and
consumables for each vessel are easily available, and are restocked every month to ensure smooth and
continuous operation of our vessels throughout the year. Accordingly, it is not meaningful to calculate and
present inventory turnover days for our Coal Shipping Services.
As such inventories are durable and have high turnover rates, we conduct annual reviews to assess if
there are any impairment requirements.
As at the Latest Practicable Date, our Directors are not aware of any information or reasons which will
require our Group to consider any provisions for inventory obsolescence or inventory impairment.
GOVERNMENT REGULATIONS
Singapore
As at the Latest Practicable Date, our Group’s business operations are not subject to any special
legislation or regulatory controls in Singapore, other than those generally applicable to companies and
businesses incorporated and/or operating in Singapore. Our Group has thus far not experienced any
adverse effect on its business operations in complying with these regulations. To the best of our Directors’
knowledge and belief, our Group is not in breach of any laws or regulations applicable to our operations
in Singapore.
Indonesia
To the best of our Directors’ knowledge and belief and save as disclosed in the section entitled “Material
Licences, Permits, Registrations and Approvals” of this Offer Document, our Group has complied with
all the relevant laws and regulations of Indonesia and has obtained all the necessary material permits
and licences for its current business operations in Indonesia, being the principal jurisdiction in which our
Group operates, that would materially affect our Group’s business operations.
Please refer to Appendix F entitled “Summary of Relevant Indonesian laws and Regulations” of this Offer
Document for further details on the relevant laws and regulations in Indonesia.
128
COMPETITION
The coal trading industry in Indonesia is highly fragmented and populated with many traders with different
scope and scale. As such, we face competition from both large and small domestic coal traders. We
generally compete with these companies on key metrics such as our service quality and reliability, as well
as price competitiveness.
To the best of our knowledge, the following are our main competitors for our Coal Trading Business:
1. PT Dua Berlian Mandiri; and

2. PT Garuda Bara Jaya.
To the best of our knowledge, there is no official published statistics that can be used to accurately
measure our market share.
To the best of our Directors’ knowledge, as at the Latest Practicable Date, none of our Directors,
Substantial Shareholders or their Associates are related to or has any interest, direct or indirect, in any of
our competitors listed above.

The vessel chartering industry is fragmented with many charterers, owners and operators of vessels
and barges. As such, we face competition from both large and small companies in the vessel chartering
industry. We generally compete with these companies on our customer retention capabilities, the quality,
timeliness and reliability of the services provided and price competitiveness.
To the best of our knowledge, the following are our main competitors for our Coal Shipping Services:
1. PT Prima Sarana Bahari(1); and

2. PT Armada Rock Karunia Transshipment.
Note:
(1) PT Prima Sarana Bahari is also a major supplier to PT DNS and a major customer of PT DPAL. Please refer to the sections
entitled “General Information on Our Group – Major Customers” and “General Information on Our Group – Major Suppliers” of
To the best of our knowledge, there is no official published statistics that can be used to accurately
measure our market share.
To the best of our Directors’ knowledge, as at the Latest Practicable Date, none of our Directors,
Substantial Shareholders or their Associates are related to or has any interest, direct or indirect, in any of
our competitors listed above.
COMPETITIVE STRENGTHS
We believe our competitive strengths are as follows:
(i) We have a dedicated and experienced management team with the necessary industry expertise
and a proven track record
We have a strong and dedicated management team led by our Executive Director and CEO,
Mr Lee Yaw Loong Francis, who oversees the overall business strategy, corporate development
and business growth of our Group. Our management team possesses in-depth knowledge of our
business and understands our customers’ needs and requirements and has established strong
relationships and networks with our customers and suppliers. In particular, our Executive Director
and COO, Mr Salim Limanto, has more than 10 years of management experience in the coal
trading and chartering industry.
129
In addition to the above, each department within our Group is managed by senior management
personnel who are highly experienced and have the necessary industry expertise and track
record. The depth and diversity of our management’s technical and operational expertise and
experience will enable us to identify, evaluate and capitalise on market opportunities and to better
anticipate industry trends and invest in relevant assets to respond to our customers’ needs. In this
regard, we have successfully expanded our fleet in terms of both capabilities and size (our fleet
increased from five (5) operating tugboats (and with five (5) accompanying barges) as at the end of
December 2018 to eight (8) tugboats (and with eight (8) accompanying barges), as well as one (1)
bulk carrier as at the Latest Practicable Date).
(ii) We have an established reputation and have built long-standing relationships with our customers
within Indonesia
Our Group has a track record of consistent quality services, timely delivery to customers and good
relations with our customers, establishing a reputation as a reliable coal trader and coal shipping
company in Indonesia, especially around the South Kalimantan, Java and Sulawesi regions. This
is evident from recurring service requests from our customers, as well as our fleet’s full utilisation
rates during the Period Under Review. Please refer to the section entitled “General Information on
our Group – Properties and Fixed Assets – Fleet Utilisation” of this Offer Document.
We enjoy strong support from our customers, and often receive new referrals and
recommendations from our existing customers for our services.
(iii) We have a reliable supply of coal

As at the Latest Practicable Date, we have secured fixed term coal purchase contracts with PT
AMJ, PT AJE and PT SDJ, for the supply of up to 200,000 metric tonnes, 500,000 metric tonnes
and 1,200,000 metric tonnes of coal respectively, for the period between January 2019 and
December 2019. We have been and will also continue procuring coal from coal mines related to
our Founding Shareholders, including PT AMJ and PT AJE. PT AMJ and PT AJE are indirectly
held by certain of our Founding Shareholders and their Associates.
Based on feedback received from our customers, we have been a reliable and consistent supplier
of coal and have met their specified coal quality and specification, which are critical to the
operations of their end-customers. Our relationships with our suppliers, PT AMJ, PT AJE and PT
SDJ have allowed our Group access to reliable sources of coal at competitive rates, which will in
turn allow us to meet the demands of our customers consistently. Please see the sections entitled
“Interested Persons Transactions” and “General Information on our Group – Our Major Suppliers” of
this Offer Document for further details.
(iv) We have a relatively young and well-maintained fleet of vessels and barges
The age of our fleet ranges from five (5) months to 17 years, as compared to their estimated useful
lives of 20 to 30 years under normal wear and tear conditions. We have also recently completed
the refurbishment of our newly acquired bulk carrier, Pacific Bulk. This allows us competitive
advantages in terms of operational reliability, response time, reduced vessel or barge down-time
and increased cost efficiencies.
In addition, our policy of continuously repairing and conducting maintenance works on our fleet
ensures that our vessels and barges are well-maintained and operate at optimum efficiency, which
allow our Group to minimise significant downtime, expenditures and major repairs on our fleet.
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PROSPECTS
The following discussion about our prospects and trends includes forward-looking statements that involve
risks and uncertainties, and historical market data that may not be entirely reflective of our Group and our
business. Actual results could differ materially from those that may have been projected in these forward
statements, and those that were reflected as historical market data. The market data and statistics
contained in the following discussion about our prospects have been extracted from and should be read
in conjunction with the relevant reports below. While our Directors have taken reasonable action to ensure
that the information is extracted accurately and fairly, and has been included in this Offer Document in its
proper form and context, none of the Sponsor and Issue Manager or Placement Agent or our Directors or
our Company has independently verified the accuracy of the relevant information.
The parties mentioned in the footnotes below have not consented to the inclusion of the relevant
information referenced below for the purposes of Section 249 of the SFA and are therefore not liable for
such information under Sections 253 and 254 of the SFA.
Coal production and demand in Indonesia

Indonesia is one of the leading producers of coal globally, and has approximately 37.0 billion tonnes
of proved coal reserves as at end-2018, giving it a share of 3.5% of the total proved coal reserves
globally as at end-20182. Indonesia also produced approximately 323.3 million tonnes of coal in 2018
(representing an annual growth rate of 18.9%), giving at share of 8.3% of global coal production in 20182.
Indonesia’s coal consumption increased by 7.7% in 2018, exceeding the 10-year average of
approximately 4.7%. This was underpinned by strong growth in coal fired power generation, accounting
for 66.0% of the total increase in power output in 20183.
The Indonesian Government had also implemented ambitious plans for coal-fired power, as relevant
agencies were instructed to develop an additional 35 gigawatt of new power capacity across Indonesia,
with the eventual aim of increasing Indonesia’s electrification ratio from 87.5% in 2015 to 97.2% by
20194. Despite the revision in timeline from 2019 to 2024 for completion of the aforementioned plans,
the domestic market obligation for the supply of coal to the local Indonesian market increased in 2018 to
115.0 million tonnes from 97.0 million tonnes in 2017. In addition, rising coal prices, a weakening IDR,
combined with negative foreign trade balance will provide opportunities for coal producers to increase
coal production and exports5.
Our Group engages in domestic trading and shipping of coal which have an average calorific value of
around 4,000 kcal/kg on a GAR basis. Coal of such grade is suitable for most coal-fired power plants in
Indonesia, thus allowing our Group to leverage on the expected growth in coal consumption in Indonesia.
2
The information was extracted from a report entitled “BP Statistical Review of World Energy 2019” from the internet website of
BP p.l.c. at https://www.bp.com/content/dam/bp/business-sites/en/global/corporate/pdfs/energy-economics/statistical-review/bp-stats-
review-2019-full-report.pdf accessed on 17 December 2019. BP p.l.c has not consented to the inclusion of the above information in
this Offer Document for the purpose of Section 249 of the SFA and is therefore not liable for the relevant information under Sections
253 and 254 of the SFA.
3
The information was extracted from a report entitled “BP Statistical Review 2019 – Indonesia” from the internet website of BP p.l.c
at https://www.bp.com/content/dam/bp/business-sites/en/global/corporate/pdfs/energy-economics/statistical-review/bp-stats-review-
2019-indonesia-insights.pdf accessed on 17 December 2019. BP p.l.c has not consented to the inclusion of the above information in
this Offer Document for the purpose of Section 249 of the SFA and is therefore not liable for the relevant information under Sections
253 and 254 of the SFA.
4
The information was extracted from a report entitled “Supplying and Financing Coal-Fired Power Plants in the 35 GW Programme”
from the internet website of PwC at https://www.pwc.com/id/en/publications/assets/capitalprojectsandinfrastructurepublications/
supplying-and-financing-coal-fired-power-plants-in-the-35-gw-programme.pdf accessed on 17 December 2019. PwC has not
consented to the inclusion of the above information in this Offer Document for the purpose of Section 249 of the SFA and is
therefore not liable for the relevant information under Sections 253 and 254 of the SFA.
5
The information was extracted from a report entitled “Mining in Indonesia – Investment and Taxation Guide” from the internet
website of PwC at https://www.pwc.com/id/en/energy-utilities-mining/assets/mining/mining-guide-2019.pdf accessed on 17
December 2019. PwC has not consented to the inclusion of the above information in this Offer Document for the purpose of Section
249 of the SFA and is therefore not liable for the relevant information under Sections 253 and 254 of the SFA.
131
Coal prices
Our Coal Trading Business benchmarks coal purchases and sales against prices quoted by the ICI. ICI
is the leading coal price reference used by buyers and sellers of Indonesian coal and is used in the
computation of Indonesian domestic coal prices. Prices are compiled and quoted on a weekly basis,
based on independently surveyed market prices by Argus Media group and PT Coalindo Energy. Such
surveys involve regular and independent participation by buyers, sellers and intermediaries, and cover
five (5) common Indonesian coal grades (namely, GAR 6,500 kcal/kg, GAR 5,800 kcal/kg, GAR 5,000
kcal/kg, GAR 4,200 kcal/kg and GAR 3,400 kcal/kg). Our Group utilises the GAR 4,200 kcal/kg grade on
the ICI (“ICI 4”), as it offers the closest reference to the average quality of coal traded by our Group.
The historical weekly ICI 4 reference prices for FY2016 to FY2018 and up to the Latest Practicable Date
are as follows:
ICI INDEX
60
50
40
30
20
10
Based on the above chart, our Directors have noted that ICI 4 reference prices have risen from a period
low of US$28.85 per tonne on 30 November 2018 to US$40.32 per tonne on 8 March 2019. The fall in
ICI 4 reference price from June 2018 to December 2018 was mainly due to the coal import restrictions
imposed by China as a result of the oversupply of coal in China in the second half of 2018 and the
subsequent recovery in ICI 4 reference price was mainly due to the gradual lifting of the coal import
quotas imposed by China in early 2019, coupled with stronger demand from the domestic market and
other countries such as India, Philippines and Thailand. The ICI 4 reference price was US$34.52 as at
13 December 2019.
Notwithstanding the general downtrend in ICI 4 reference prices from March 2019, our Directors are of
the view that the outlook for ICI 4 reference prices are expected to be stable, supported by the stable
domestic demand for coal.
Coal shipping in Indonesia

Based on the observations of our Directors, continued domestic coal production in Indonesia, as well as
the increasing domestic demand for coal are expected to drive the demand for coal transportation within
Indonesia, as well as our Coal Shipping Services.
132
Increasing demand for inter-island transportation

Our Directors continue to see increasing demand for inter-island transportation of coal from coal mines
situated in Southern and Eastern Kalimantan to the major Indonesian provinces for power generation.
Such demand is expected to remain robust, in line with increases in the domestic electrification and new
coal-fired power plants across the Indonesian archipelago. Tugboats and barges are also expected to
remain a preferred mode for inter-island coal transport in Indonesia, due to cost efficiencies, as well as
the ability to operate within shallow waters and narrow straits.
Favourable regulations governing domestic chartering in Indonesia

Indonesian shipping regime has upheld the cabotage principles since 28 March 2005. The Indonesian
government has, under Presidential Instruction No. 5/2005 regarding the Empowerment of the National
Shipping Industry, in which the President instructed the legislature to accelerate the process of
ratifying the Ship Arrest Convention of 1999, mandated that all national commodities (i.e. any loading
and unloading of goods between ports in Indonesia) be shipped by national fleets (vessels carrying
Indonesian flags) only. This principle was further incorporated into the Law No. 17 of 2008 on Shipping,
in which the cabotage principle was deemed as the requirement that sea transportation activities within
Indonesian waters only be done by Indonesian-flagged vessels manned by Indonesian crew. Based
on this regulation, the Indonesian Ministry of Communications developed a road map to promote the
domestic shipping industry through specific targets, including but not limited to, the transportation of coal
by national fleets.
Our Directors believe that the above favourable government regulations will continue to support demand
for our Coal Shipping Services.
In October 2017, the Indonesian government issued new shipping rules requiring coal and palm oil to be
imported and exported by Indonesian maritime transport companies. There has since been no clear rules
or directives on the implementation of such rule. As our Group’s coal trading and shipping operations
are focused solely on the domestic market in Indonesia, our Directors believe that such domestically
focused policies, if implemented successfully, may boost demand for domestic vessel chartering services
in Indonesia.
TREND INFORMATION
Based on the operations of our Group as at the Latest Practicable Date and barring any unforeseen
circumstances, our Directors observe the following trends for the next 12 months from the Latest
Practicable Date:
(a) we expect revenue to remain stable, on the back of continued domestic demand for coal and our
Coal Shipping Services;
(b) we have purchased new vessels and barges in 1H2019 comprising two (2) tugboats, three (3)
barges and Pacific Bulk. Such additions are expected to result in increased capital expenditures,
operating and employee costs and depreciation expenses;
(c) we expect operating costs, specifically fuel and labour costs, to increase gradually with the
increasing inflation rate in Indonesia and in line with the increase of our business activities;
(d) we expect to incur one-off professional fees and related expenses in connection with the Listing.
Only a portion of such expenses may be capitalised against share capital, while the remaining
balance will impact our statement of profit or loss and other comprehensive income;
(e) we expect an increase in interest expenses, mainly arising from the PT DBS Loan; and
(f) in view of the overall declining profit trend of our Group for the Period Under Review, we expect to
record lower overall gross profit margins for the next 12 months from the Latest Practicable Date,
as compared to the Period Under Review, as a result of the increasing competition faced.
133
As a result of the above factors, our financial performance may not be at levels comparable to that of
the Period Under Review. Having considered, inter alia, the above trends and prospects of our Group
and barring unforeseeable circumstances, our Directors expect our Group to remain profitable for the
next 12 months from the Latest Practicable Date, based on the core earnings after excluding one-off
professional fees and related expenses in connection with the Listing (despite an expectation that our
Group shall record a loss for FY2019 largely as a result of the foregoing one-off professional fees and
related expenses in connection with the Listing).
Save as disclosed above, and in the sections entitled “Risk Factors”, “Management’s Discussion and
Analysis of Results of Operations and Financial Position” and “General Information on our Group – Our
Business Strategies and Future Plans” of this Offer Document and barring any unforeseen circumstances,
our Directors are not aware of any other significant recent trends in the costs and selling prices of
our products and services, as well as any other known trends, uncertainties, demands, commitments
or events that are reasonably likely to have a material effect on our revenue, profitability, liquidity or
capital resources, or that would cause financial information disclosed in this Offer Document to be not
necessarily indicative of our future operating results or financial position. Please also refer to the section
entitled “Cautionary Note Regarding Forward-Looking Statements” of this Offer Document.
OUR ORDER BOOK

We do not consider the concept of an order book relevant to our Coal Trading Business and Coal
Shipping Services, as we do not enter into long-term contracts or provide firm coal sale commitments
or charter commitments to our customers. As at the Latest Practicable Date, we do not have any
outstanding orders from customers for coal and/or charters, save for the fixed term coal sale contracts
entered into between PT DNS and each of PT DAY and QIA.
Please refer to the section entitled “General Information on our Group – Our Business” of this Offer
Document for further information on the aforementioned coal sale contracts.
OUR BUSINESS STRATEGIES AND FUTURE PLANS

Our business strategies and future plans for the growth and expansion of our business are described
below:
(i) Expand customer base and establish direct client sale channels
In addition to maintaining good relationships with our existing customers, we intend to expand our
network of customers and establish direct client sales channels both domestically and regionally.
In particular, we intend to work towards targeting direct end-users of coal by participating in
international coal industry conferences to keep abreast with the latest developments in the coal
industry and to further establish our network.
(ii) Optimise, expand and vertically integrate our service offerings

We intend to offer greater value to our customers and further capitalise on growth opportunities by
optimising and expanding our fleet capacity, which will involve the acquisition of additional vessels
and barges, as well as through regular vessel and barge maintenance and refurbishment initiatives.
This will also allow us to capitalise on the growing demand of our Coal Shipping Services.
We may also consider opportunities and synergistic initiatives to vertically integrate our Coal
Trading Business, by offering complementary logistics support solutions (which may include
the development of coal loading infrastructure), as well as establishing better access to reliable
sources of coal.
134
(iii) Expand the range of sectors and geographical coverage of our Coal Shipping Services
As at the Latest Practicable Date, our Coal Shipping Services include voyages mainly within the
Kalimantan and Java regions of Indonesia. We intend to expand our routes and broaden our
geographical coverage by expanding our customer network and increasing our marketing efforts.
We may also consider diversifying our Coal Shipping Services, and offer marine transportation
services for other commodities.
(iv) Expand our business through acquisitions, joint ventures and/or strategic alliances
We may expand our business, whether in Singapore, Indonesia or overseas, through acquisitions,
joint ventures or strategic alliances with parties which can strengthen our market position, add
value, as well as enable us to expand into new businesses, which are synergistic and allow for
effective integration with our existing Coal Trading Business and Coal Shipping Services. Such
acquisitions, joint ventures or strategic alliances, could also bring about greater economies of scale
and provide an impetus for future growth. We also intend to identify expansion and collaboration
initiatives which are synergistic and allow for effective integration with our existing business
operations and activities.
Presently, our Group does not have any specific initiatives or plans with regard to any investments
through acquisitions, joint ventures and/or strategic alliances, and we have not identified any
potential acquisition targets or joint venture and/or strategic alliance opportunities. Should such
opportunities arise, we will seek approval, where necessary, from our Shareholders and the
relevant authorities as required by applicable laws, rules and regulations.
135
INTERESTED PERSON TRANSACTIONS

In general, transactions between our Group and any of our interested persons (namely, our Directors,
CEO, Controlling Shareholders and their associates (as defined in the Catalist Rules)) (“Interested
Persons” and each, an “Interested Person”) would constitute interested person transactions for the
purposes of Chapter 9 of the Catalist Rules.
Save as disclosed in this section and in the section entitled “Restructuring Exercise” of this Offer
Document, there have been no interested person transactions which are material in the context of the
Placement for the Period Under Review and for the period from 1 July 2019 up to and including the
Latest Practicable Date (the “Relevant Period”). Save as otherwise provided in this section, investors,
upon subscription of the Placement Shares, are deemed to have specifically approved these transactions
with our Interested Persons and as such, these transactions are not subject to Rules 905 and 906 of
the Catalist Rules to the extent that there are no subsequent changes to the terms of the agreements in
relation to each of these transactions.
In line with Chapter 9 of the Catalist Rules, the value of a transaction which is less than S$100,000 is
not considered material in the context of this Listing and is not taken into account for the purposes of
aggregation in this section.
INTERESTED PERSONS
A list of Interested Persons in respect of our past interested person transactions and our present and
ongoing interested person transactions for the Relevant Period have been set out below:
Interested Person Relationship with our Group
PT Sinar Deli A coal trading company incorporated in Indonesia, which is

indirectly wholly-owned by certain Founding Shareholders (namely,
Mr Djunaidi Hardi, Mr Arifin Ang, Mr Juhadi and Mr Arifin Tan)
and their Associates (namely Mdm Ratih Anggaraini and Mdm Lai
Hong).
PT Deli Coal An investment holding company incorporated in Indonesia, which

is indirectly 80% owned by certain Founding Shareholders (namely
Mr Djunaidi Hardi, Mr Arifin Ang, Mr Juhadi and Mr Arifin Tan)
and their Associates (namely Mdm Ratih Anggaraini and Mdm Lai
Hong).
PT Geo Mineral A coal trading company incorporated in Indonesia, which was

indirectly 99.9% owned by Mr Irianto Tan, the son of Mr Arifin Tan.
Since 14 May 2019, PT Geo Mineral has been disposed of to an
PT DIS An investment holding company incorporated in Indonesia, which

is indirectly wholly-owned by certain Founding Shareholders
(namely Mr Djunaidi Hardi, Mr Arifin Tan, Mr Juhadi and Mr Arifin
Ang) and their Associates (namely Mdm Lai Hong and Mdm Ratih
Anggaraini).
PT AJE A coal mining company incorporated in Indonesia, and a 83.25%

subsidiary of PT Deli Coal.
PT AMJ A coal mining company incorporated in Indonesia which is a 37.5%

associated company of PT Deli Coal.
136
Interested Person Relationship with our Group
PT Talenta Manasa A coal exploration company incorporated in Indonesia which is

indirectly 75% owned by certain Founding Shareholders (namely
Mr Djunaidi Hardi, Mr Arifin Tan, Mr Juhadi and Mr Arifin Ang)
and their Associates (namely Mdm Lai Hong and Mdm Ratih
Anggaraini).
PT MMPJ A coal mining company incorporated in Indonesia, in which our

Founding Shareholders have aggregate indirect shareholding
interests of 79.9%.
PT SAMU A coal mining company incorporated in Indonesia, in which our

Founding Shareholders and their Associates have aggregate
indirect shareholding interests of 62.7%.
PT SKC A coal mining company incorporated in Indonesia, in which our

Founding Shareholders and their Associates have aggregate
indirect shareholding interests of 79.7%.
Deli International Our Controlling Shareholder, which is wholly-owned by our

Founding Shareholders.
Ever Grace An investment holding company incorporated in Hong Kong, which

is indirectly wholly-owned by Ms Lenny Limanto.
RID An investment holding company incorporated in Singapore, which

is indirectly wholly-owned by our Founding Shareholders.
Mr Djunaidi Hardi Our Founding Shareholder and Controlling Shareholder.
Mdm Lai Hong Spouse of Mr Djunaidi Hardi.
Mr Juhadi Our Founding Shareholder and Controlling Shareholder.
Mr Arifin Ang Our Founding Shareholder and Associate of Controlling

Shareholders.
Mr Arifin Tan Our Founding Shareholder and Controlling Shareholder.
Mr Limas Ananto Our Founding Shareholder and Associate of Controlling

Shareholders.
Mdm Ratih Anggaraini Spouse of Mr Limas Ananto.
Mr Salim Limanto Our Executive Director and COO, and son of Mr Djunaidi Hardi.
Ms Lenny Limanto Daughter of Mr Djunaidi Hardi.
Mr Irianto Tan Son of Mr Arifin Tan.
137
PAST INTERESTED PERSON TRANSACTIONS

Save as disclosed below and in the sections entitled “Restructuring Exercise” and “History” of this Offer
Document, there were no past interested person transactions.
(i) Provision of chartering services to PT Sinar Deli and PT Geo Mineral

During the Relevant Period, PT DPAL provided chartering services to PT Sinar Deli and PT Geo
Mineral. The fees charged for the chartering services are as follows:
FY2016 (S$) FY2017 (S$) FY2018 (S$) 1H2019 (S$) 1 July 2019 up
to the Latest
Practicable
Date (S$)
PT Sinar Deli 3,855,926 1,011,859 – – –
(approximately (approximately
IDR 37.1 billion) IDR 9.8 billion)
PT Geo Mineral 285,830 1,202,804 – – –
(approximately (approximately
As the charter rates paid by PT Sinar Deli and PT Geo Mineral were based on the then prevailing
market rates, our Directors are of the opinion that the above transactions were entered into on an
arm’s length basis and on normal commercial terms, and were not prejudicial to the interests of our
Group and the minority shareholders of our Company. As at the Latest Practicable Date, PT Sinar
Deli has ceased coal trading activities and is a dormant company. Since 14 May 2019, PT Geo
Mineral has been disposed of to an unrelated third-party. Following the admission of our Company
to the Catalist, we do not intend to provide chartering services to PT Sinar Deli.
(ii) Supply of coal to RID

PT DNS supplied coal to RID, through a series of coal sale contracts in FY2018. The aggregate
value of the aforementioned transactions was S$15,549,238 (approximately IDR 164.0 billion).
As the price of coal was determined after taking into account the then prevailing HBA benchmark
prices, our Directors are of the view that these transactions were carried out on an arm’s length
basis and on normal commercial terms, and were not prejudicial to the interests of our Group and
the minority shareholders of our Company.
The series of abovementioned transactions were one-off in nature and following the admission of
our Company to the Catalist, we do not intend to supply coal to RID. As at the Latest Practicable
Date, RID has ceased coal trading activities and is a dormant company.
(iii) Provision of office space by PT Sinar Deli

Prior to 11 December 2017, PT Sinar Deli provided office space to PT DNS and PT DPAL in
Indonesia on a rent-free basis with no fixed tenure. There were no lease agreements entered into
between PT Sinar Deli, PT DNS or PT DPAL and no rent was paid. As such, our Directors are
of the view that the transactions were not on arm’s length basis, and not on normal commercial
terms, but were not prejudicial to the interests of our Group and the minority shareholders of our
Company.
As at 11 December 2017, PT DNS and PT DPAL have each entered into fixed term lease
agreements with their respective landlords for office space in Indonesia. Please refer to section
entitled “General Information on our Group – Properties and Fixed Assets” of this Offer Document
for further information on the said lease agreements.
138
(iv) Provision of office space by Deli International

Since the incorporation of our Company on 12 December 2018, Deli International had provided our
Company with office space in Singapore on a rent-free basis with no fixed tenure. As there was no
rent paid, our Directors are of the view that the transaction was not on arm’s length basis and not
on normal commercial terms, but were not prejudicial to the interests of our Group and the minority
shareholders of our Company.
As at 1 July 2019, we have moved out of the aforementioned office space and have entered into
a fixed term lease agreement with a landlord for office space in Singapore. Please refer to section
entitled “General Information on our Group – Properties and Fixed Assets” of this Offer Document
for further information on the said lease agreement.
(v) Loans provided by PT Sinar Deli

On 10 June 2013, PT DPAL entered into an unsecured loan agreement with PT Sinar Deli,
pursuant to which PT Sinar Deli granted a loan of IDR 25,000,000,000 at an interest rate of
11.0% per annum (“PT SD Loan 1”) for a period of 66 months to PT DPAL, to finance PT DPAL’s
acquisition of vessels and barges. The PT SD Loan 1 was financed by PT Sinar Deli through a loan
from PT Bank Danamon, at an interest rate of 11.0% per annum. Our Directors are of the view that
as the PT SD Loan 1 was unsecured and there was no mark-up or discount on the interest rate
payable by PT Sinar Deli to PT Bank Danamon, the PT SD Loan 1 was not carried out on an arm’s
length basis and not on normal commercial terms, but was not prejudicial to the interests of our
Group and the minority shareholders of our Company. The PT SD Loan 1 and all accrued interest
were fully repaid on 11 May 2018.
Further details on the interest amount in relation to the PT SD Loan 1 are set out below:
to the Latest
Practicable
Date (S$)
PT SD Loan 1 130,454 66,750 6,936 – –
(approximately (approximately (approximately
IDR 1.3 billion) IDR 646.9 IDR 73.2 million)
million)
On 3 April 2017, PT DNS entered into a loan agreement with PT Sinar Deli, pursuant to which PT
Sinar Deli extended an unsecured and non-interest bearing loan of IDR 7,500,000,000 for a period
of one (1) year, the purpose of financing PT DNS’ working capital requirements (“PT SD Loan 2”).
PT SD Loan 2 was fully repaid on 19 March 2018. As no interest was charged on PT SD Loan 2,
it was not on an arm’s length basis and not on normal commercial terms, but was not prejudicial to
the interests of our Group and the minority shareholders of our Company.
Further details on the PT SD Loan 1 and PT SD Loan 2 are set out below:
Outstanding Outstanding Outstanding Outstanding As at the Largest

as at 31 as at 31 as at 31 as at 30 June Latest outstanding
December December December 2019 (S$) Practicable amount
2016 (S$) 2017 (S$) 2018 (S$) Date (S$) during the
Relevant
Period (S$)
PT SD 916,890 260,814 – – – 916,890
Loan 1 (approximately (approximately (approximately
IDR 8.5 billion) IDR 2.6 billion) IDR 8.5 billion)
PT SD – 739,650 – – – 739,650
Loan 2 (approximately (approximately
139
Following the admission of our Company to the Catalist, any future loans obtained from PT Sinar
Deli and/or any of our Interested Persons will be entered into in accordance with such guidelines
as set out in the section entitled “Interested Person Transactions – Guidelines and Review
Procedures for Future Interested Person Transactions” of this Offer Document and the relevant
provisions under the Catalist Rules.
(vi) Assignment of receivables between PT DNS, PT DPAL, PT Cemindo Gemilang (“PT CG”), PT
Maxima Liners (“PT ML”) and PT PSB
On 3 December 2018, PT DPAL entered into an assignment agreement with PT CG and PT ML,
pursuant to which PT ML assigned its receivable of IDR 2,125,011,000 owing by PT DPAL to
PT CG, which resulted in PT DPAL owing PT CG the amount of IDR 2,125,011,000 (“PT DPAL
Payable”). The receivables owed by PT DPAL to PT ML was in relation to the charter of vessels by
PT DPAL from PT ML. PT ML and PT CG are third-parties which are independent of our Group.
On 5 December 2018, PT DPAL and PT DNS entered into an assignment agreement with PT
CG, pursuant to which PT DPAL assigned the PT DPAL Payable to PT DNS, which resulted in
PT DNS owing PT CG the amount of IDR 2,125,011,000. Separately on 5 December 2018, PT
DNS entered into an assignment agreement with PT CG and PT PSB, pursuant to which PT PSB
assigned to PT DNS its debt of IDR 3,827,720,000 owing to PT CG. The aforementioned debt of
IDR 3,827,720,000 originally arose as a result of PT PSB having entered into a separate
assignment agreement with PT CG and PT ML on 3 December 2018, pursuant to which PT ML
assigned its receivables owed by PT PSB of IDR 3,827,720,000 to PT CG. The debt owed by PT
PSB to PT CG was in relation to the chartering of vessels by PT PSB from PT ML. Collectively, the
assignment agreements entered into on 5 December 2018 resulted in PT DNS owing PT CG the
total of IDR 5,952,731,000 (“Amount Due To PT CG”).
On 7 December 2018, PT DNS entered into an assignment agreement with PT CG and our
Executive Director and Chief Operating Officer, Mr Salim Limanto, to net off the receivable of
IDR 7,537,547,000 owing by PT CG to PT DNS against the Amount Due To PT CG. PT DNS
assigned the outstanding balance of IDR 1,584,816,000 owing by PT CG to Mr Salim Limanto.
As at 31 December 2018, all amounts owing by PT DNS and/or Mr Salim Limanto pursuant to
the abovementioned assignments have been fully repaid. The abovementioned assignments and
restructuring of receivables and payables were undertaken to ensure full settlement of all related
receivables and payables, without our Group having to incur any impairment on such receivables.
As there was no consideration paid for such assignments, our Directors are of the view that
these transactions were not carried out on an arm’s length basis and not on normal commercial
terms, but were not prejudicial to the interests of our Group and the minority shareholders of our
Company.
None of our Directors or Substantial Shareholders or their respective Associates has any interest,
direct or indirect, in each of PT CG, PT ML and PT PSB.
The series of abovementioned transactions were one-off in nature and following the admission of
our Company to the Catalist, we do not intend to enter into such transactions.
(vii) Guarantees given by Interested Persons

On 15 May 2013, Mr Limas Ananto, Mr Juhadi and Mr Djunaidi Hardi provided personal guarantees
and PT Sinar Deli provided a corporate guarantee to DBS Bank Limited to guarantee the
performance of PT DPAL’s obligations under a loan facility obtained from DBS Bank Limited for
the acquisition of vessels and barges. This loan facility was fully repaid on 13 November 2017 and
accordingly, the personal and corporate guarantees provided were discharged.
On 20 June 2014, Mr Juhadi and Mr Limas Ananto provided personal guarantees and PT Sinar
Deli provided a corporate guarantee to PT Bank Danamon to guarantee the performance of PT
DPAL’s obligations under a loan facility obtained from PT Bank Danamon for the acquisition of
vessels and barges. This loan facility was fully repaid on 6 November 2019 and accordingly, the
personal and corporate guarantees provided were discharged.
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As no fees were paid to Mr Limas Ananto, Mr Juhadi, Mr Djunaidi Hardi or PT Sinar Deli for the
provision of the abovementioned personal and corporate guarantees, such guarantees were not
provided on an arm’s length basis and not on normal commercial terms, but were not prejudicial to
the interests of our Group and the minority shareholders of our Company.
Following the admission of our Company to the Catalist, our Interested Persons may continue to
provide personal and/or corporate guarantees as and when required. Any future guarantees given
by our Interested Persons will be made in accordance with such guidelines as set out in the section
entitled “Interested Person Transactions – Guidelines and Review Procedures for Future Interested
Person Transactions” of this Offer Document and the relevant provisions under the Catalist Rules.
(viii) Amounts due from Interested Persons

During the Relevant Period, there were amounts due from our Interested Persons that were
payable to PT DPAL, details of which are set out below:

as at 31 as at 31 as at 31 as at 30 Latest outstanding
December December December June 2019 Practicable amount
2016 (S$) 2017 (S$) 2018 (S$) (S$) Date (S$) during the
Relevant
Period (S$)
Advances 139,893 – – – – 139,893
to Mr Limas (approximately (approximately
Ananto(1) IDR 1.3 billion) IDR 1.3 billion)
Advances 118,371 31,065 – – – 182,646
to Mr Arifin (approximately (approximately (approximately
Tan(1) IDR 1.1 billion) IDR 0.3 billion) IDR 1.8 billion)
Advances 258,127 93,070 – – – 285,560
to Mr Salim (approximately (approximately (approximately
Limanto(1) IDR 2.4 billion) IDR 0.9 billion) IDR 2.8 billion)
Loan to 4,601,888 5,574,308 – – – 5,574,308
PT Talenta (approximately (approximately (approximately
Manasa(2) IDR 42.8 IDR 56.5 IDR 56.5
billion) billion) billion)
Notes:
(1) The advances granted to Mr Limas Ananto, Mr Arifin Tan and Mr Salim Limanto were non-interest bearing, unsecured
and have no fixed terms of repayment.
(2) On 29 December 2015, PT DPAL extended a loan to PT Talenta Manasa of IDR 56.5 billion (approximately S$5.6
million). The loan was non-interest bearing, unsecured and repayable on demand.
As at the Latest Practical Date, all the aforementioned amounts due from our Interested Persons
have been fully repaid. As the aforementioned transactions (i.e. the advances to Mr Limas Ananto,
Mr Arifin Tan, Mr Salim Limanto and the loan to PT Talenta Manasa) were non-interest bearing and
unsecured, our Directors are of the view that such loans were not extended on an arm’s length
basis, not on normal commercial terms and were prejudicial to the interests of our Group and the
minority shareholders of our Company. Following admission of our Company to the Catalist, we do
not intend to enter into such transactions with our Interested Persons.
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(ix) Amount due from PT DIS

An amount of IDR11.9 billion was due from PT DIS, in connection with the then capitalisation
exercise of PT DPAL.

Relevant
Period (S$)
Amount due 1,280,559(1) 1,173,579(1) – – – 1,280,559
from PT (approximately (approximately (approximately
DIS IDR 11.9 IDR 11.9 IDR 11.9
billion) billion) billion)
Note:
(1) The outstanding amount was denominated in IDR and remained unchanged as at 31 December 2016 and 31
December 2017. However, there were differences in the S$ balances due to differences in the closing IDR : S$
foreign exchange rate as at the relevant financial year ends.
The above outstanding balance was non-trade in nature, unsecured, interest-free and repayable
upon demand. Accordingly, the aforementioned transaction was not entered into on an arm’s length
basis, not on normal commercial terms and was prejudicial to the interests of our Group and the
minority shareholders of our Company. As at the Latest Practicable Date, the aforementioned
amount due from PT DIS have been fully settled.
(x) Amount due from PT Sinar Deli and PT Deli Coal

An aggregate amount of IDR1.0 billion was due from PT Sinar Deli and PT Deli Coal, in connection
with the then capitalisation exercise of PT DNS.

Relevant
Period (S$)
Amount due 107,502 – – – – 107,502
from PT (approximately (approximately
Sinar Deli IDR 999.0 IDR 999.0
million) million)
Amount due 108 – – – – 108
from PT (approximately (approximately
Deli Coal IDR 1.0 IDR 1.0
million) million)
The above outstanding balances were non-trade in nature, unsecured, interest-free and
repayable upon demand. Accordingly, the aforementioned transactions were not entered into on
an arm’s length basis, not on normal commercial terms and were prejudicial to the interests of
our Group and the minority shareholders of our Company. As at the Latest Practicable Date, the
aforementioned amount due from each of PT Sinar Deli and PT Deli Coal have been fully settled.
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(xi) Amounts due from and to PT Geo Mineral

As at 31 December 2016, we recorded (i) trade receivables due from PT Geo Mineral which
amounted to S$467,762 in connection with the chartering and transshipment services provided
by PT DPAL; and (ii) contract liabilities which amounted to S$430,440 due to PT Geo Mineral in
connection with unfulfilled coal shipping services by PT DPAL.

Relevant
Period (S$)
Receivables 467,762 – – – – 860,209
due from (approximately (approximately
PT Geo IDR 4.3 billion) IDR 8.3 billion)
Mineral
Contract 430,440 – – – – 430,440
liabilities (approximately (approximately
due to PT IDR 4.0 billion) IDR 4.0 billion)
Geo Mineral
The charter and transshipment rates in connection with the abovementioned transactions were
based on the then prevailing market rates and accordingly, the abovementioned transactions were
entered into on an arm’s length basis, on normal commercial terms and were not prejudicial to the
interests of our Group and the minority shareholders of our Company. As at the Latest Practicable
Date, the abovementioned transactions were fully settled.
(xii) Payments made on behalf of our Company by Deli International

During the Relevant Period, Deli International made the following payments on behalf of our
Company:
FY2016 (S$) FY2017 (S$) FY2018 (S$) 1H2019 (S$) 1 July Largest
2019 up to outstanding
the Latest amount
Practicable during the
Date (S$) Relevant
Period (S$)
Payments – – 1,918,906 4,377 – 1,918,906
made on
behalf of our
Company
by Deli
International
The payments made by Deli International on behalf of our Company in FY2018 relate to capital
and operating expenses, as well as professional fees in connection with the Placement. Such
payments were fully repaid by our Company as at 31 December 2018.
In 1H2019, Deli International made payments on behalf of our Company of S$4,377 in relation to
the purchase of certain computer equipment. Such payments were fully repaid by our Company as
at 30 June 2019.
The aforementioned payments were non-trade in nature, unsecured, interest-free and repayable
on demand. These payments were not made on an arm’s length basis, not on normal commercial
terms but were not prejudicial to the interests of our Group and the minority shareholders of our
Company as such payments were made on an interest-free basis. Following admission of our
Company to the Catalist, we do not intend to enter into such transactions with Deli International.
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(xiii) PT DIS Loan

On 15 May 2019, PT DIS and PT DPAL entered into a loan agreement (“PT DIS Loan
Agreement”) in respect of the PT DIS Loan. The PT DIS Loan was unsecured, interest-free
and was to be utilised to supplement PT DPAL’s working capital. Pursuant to the PT DIS Loan
Agreement, the PT DIS Loan was repayable six (6) years from the date of the PT DIS Loan
Agreement. On 25 June 2019, PT DIS and PT DPAL entered into an addendum to the PT DIS
Loan Agreement (“Addendum to PT DIS Loan Agreement”) to amend the terms and conditions
of the PT DIS Loan, whereby the PT DIS Loan shall be repayable on 31 July 2020.
On 4 October 2019, PT DPAL utilised the proceeds from the PT DBS Loan to repay the PT DIS
loan in full.

Relevant
Period (S$)
PT DIS – – – 6,880,358 – 7,656,964
(IDR 71.9 (IDR 80.0
billion) billion)
As the PT DIS Loan was unsecured and interest-free, our Directors are of the view that the PT DIS
Loan was not extended on an arm’s length basis, not on normal commercial terms but was not
prejudicial to the interests of our Group and the minority shareholders of our Company. As at the
Latest Practicable Date, the PT DIS Loan has been repaid in full, from the proceeds of the PT DBS
Loan.
Following the admission of our Company to the Catalist, any future loans obtained from PT DIS
and/or any of our Interested Persons will be entered into in accordance with such guidelines as set
out in the section entitled “Interested Person Transactions – Guidelines and Review Procedures for
Future Interested Person Transactions” of this Offer Document and the relevant provisions under
the Catalist Rules.
As at the Latest Practicable Date, all amounts due from our Related Customers have been fully collected
by our Group.
PRESENT AND ONGOING INTERESTED PERSON TRANSACTIONS

(i) Purchase of coal from PT AJE and PT AMJ
During the Relevant Period and pursuant to the relevant coal purchase agreements, PT DNS
procured coal from PT AJE and PT AMJ, for the purposes of its Coal Trading Business. The
aggregate transacted values with each of PT AJE and PT AMJ are as follows:
to the Latest
Practicable
Date (S$)
PT AJE – 1,162,957 13,413,723 12,340,067 3,486,785
(approximately (approximately (approximately (approximately
IDR 11.3 billion) IDR 141.5 IDR 128.9 IDR 35.9 billion)
billion) billion)
PT AMJ – – 1,674,729 4,790,865 3,092,765
(approximately (approximately (approximately
IDR 17.7 billion) IDR 50.1 billion) IDR 31.8 billion)
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As the price of coal purchased from PT AJE and PT AMJ were determined based on the then
prevailing HBA and ICI benchmark prices, these purchases were conducted on an arm’s length
basis, on normal commercial terms and not prejudicial to the interests of our Group and the
minority shareholders of our Company.
Following the admission of our Company to the Catalist, our Group intends to continue to purchase
coal from PT AJE and PT AMJ, pursuant to the following fixed term contracts as set out below:
(a) on 28 December 2018, PT DNS entered into a coal sale contract with PT AMJ for the supply
of approximately 200,000 metric tonnes of coal for the period between 1 January 2019 and
31 December 2019. The price of coal shall be determined by reference to the ICI benchmark
prices for thermal coal; and
(b) on 28 December 2018, PT DNS entered into a coal sale contract with PT AJE for the supply
of up to 500,000 metric tonnes of coal for the period of 1 January 2019 to 31 December
2019. The price of coal shall be determined by reference to the ICI benchmark prices for
thermal coal.
There is no minimum quota of coal to be purchased by PT DNS and it will not be subject to any
penalties in the event its coal purchases fall below the specified volume set out in the fixed term
contracts with PT AMJ and PT AJE respectively.
Our Group may, from time to time and subject to the satisfaction of our coal quality specifications,
purchase coal from other coal mines or coal mining entities which are controlled by our Founding
Shareholders and/or their Associates. Accordingly, we have put in place a general mandate in
respect of the purchase of coal from our Mandated Interested Persons, including but not limited to
PT AMJ and PT AJE, and such purchases shall only be made in accordance with the methods and
procedures set out in the section entitled “Interested Person Transactions – General Mandate for
Interested Person Transactions” of this Offer Document.
(ii) Advances from Ever Grace

Between 1 October 2019 and 2 October 2019, Ever Grace granted our Company an advance
of S$500,000 to finance our operations (“Ever Grace Advance”). This Ever Grace Advance is
unsecured, interest-free and repayable on demand. Our Directors are of the view that while the
Ever Grace Advance was not extended on an arm’s length basis nor on normal commercial terms,
it is not prejudicial to the interests of our Group and the minority shareholders of our Company.
GUIDELINES AND REVIEW PROCEDURES FOR FUTURE INTERESTED PERSON TRANSACTIONS

OTHER THAN THOSE COVERED UNDER THE IPT GENERAL MANDATE
To ensure that all future Interested Person Transactions are carried out on an arm’s length basis, on
normal commercial terms and will not be prejudicial to the interests of our Group and the minority
shareholders of our Company, our Group will be implementing the following procedures:
(a) in relation to any purchase of products or procurement of services from an Interested Person, at
least two (2) other quotations from unrelated third parties in respect of the same or substantially
the same type of transactions will be obtained for comparison wherever possible. The purchase
price or fee shall not be higher than the most competitive price or fee of the two (2) quotations from
the two (2) unrelated third-parties. In determining the most competitive price or fee, all pertinent
factors, including but not limited to quality, requirements, specifications, delivery time and track
record will be taken into consideration;
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(b) in relation to any sale of products or provision of services to an Interested Person, the selling
price or fee and terms of two (2) other completed transactions of the same or substantially the
same type of transactions with unrelated third-parties are to be used as comparison wherever
possible. The selling price or fee for the supply of products or services shall not be lower than the
lowest price or fee of the two (2) completed transactions with the two (2) unrelated third-parties.
In determining the most competitive price or fee, all pertinent factors, including but not limited to
quality, requirements, specifications, delivery time and track record will be taken into consideration;
(c) in the case of renting properties from or to an Interested Person, appropriate steps will be taken
to ensure that such rent commensurate with the prevailing market rates, including adopting
measures such as making relevant enquiries with landlords of similar properties and obtaining
suitable reports or reviews published by property agents (where necessary), including independent
valuation report by a property valuer, where necessary and/or appropriate. The rent payable shall
be based on the most competitive market rental rate of similar properties in terms of size and
location, based on the results of the relevant enquiries;
(d) where it is not possible to compare against the terms of other transactions with unrelated
third-parties and given that the products and/or services may be purchased only from an Interested
Person, the Interested Person Transaction will be referred to our Audit Committee which will assess
whether the price, fees and/or other terms are determined in accordance with our usual business
practice and policies, and whether the relevant transaction is undertaken at an arm’s length basis,
on normal commercial terms and not prejudicial to the interest of our Group and the minority
shareholders of our Company. In determining the transaction price payable to the Interested Person
for such products and/or service, factors such as, but not limited to, quality, quantity, requirements
and specifications will be taken into account; and
(e) we shall monitor all Interested Person Transactions entered into by our Group and categorise these
transactions as follows:
(a) a Category 1 Interested Person Transaction is one where the value thereof is equal to or in
excess of 3.0% of the latest audited NTA of our Group; and
(b) a Category 2 Interested Person Transaction is one where the value thereof is below 3.0% of
the latest audited NTA of our Group.
All Category 1 Interested Person Transactions must be approved by our Audit Committee prior to entry
whereas Category 2 Interested Person Transactions need not be approved by our Audit Committee prior
to entry but must be approved by our Chief Financial Officer, whom shall not be an interested person, in
respect of the particular transaction prior to entry and shall be reviewed on a quarterly basis by our Audit
Committee.
Our Group will also announce all Category 1 Interested Person Transactions and seek independent
shareholders’ approval where the value thereof is equal to or in excess of 5.0% of the latest audited NTA
of our Group.
Before any agreement or arrangement with an Interested Person that is not in the ordinary course of our
Group’s business is transacted, prior approval must be obtained from our Audit Committee. Any decision
to proceed with such an agreement or arrangement would be recorded for review by our Audit Committee.
Our Audit Committee will review all Interested Person Transactions, if any, on a quarterly basis to ensure
that they are carried out on normal commercial terms, on arm’s length basis and are not prejudicial to
the interests of our Group or the minority shareholders of our Company and in accordance with the
procedures outlined above. We will prepare the relevant information to assist our Audit Committee in its
review and keep a register recording all Interested Person Transactions which are entered into by our
Group. The register shall also record the basis for entry into the transactions, including the quotations
obtained from unrelated third parties to support the price, fees, rental fees and/or terms of the interested
person transactions, and the review and/or approval of our Audit Committee.
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In the event that a member of our Audit Committee is interested in any Interested Person Transaction, he
will abstain from deliberating, reviewing and/or approving that particular transaction.
In addition, our Audit Committee and our Board will also ensure that all disclosures, approvals and other
requirements on Interested Person Transactions, including those required by prevailing legislation, the
Catalist Rules and relevant accounting standards, are complied with. The annual internal audit plan shall
incorporate a review of all Interested Person Transactions entered into. Such transactions will also be
subject to Shareholders’ approval where required by the Catalist Rules.
The internal audit reports will be reviewed by our Audit Committee to ascertain whether the guidelines
and procedures established to monitor and execute Interested Person Transactions have been compiled
with. Our Audit Committee shall also, from time to time, review such guidelines and procedures
to determine if they are adequate and/or commercially practicable in ensuring that Interested Person
Transactions will be conducted on normal commercial terms, on an arm’s length basis and do not
prejudice the interests of our Group and the minority shareholders of our Company. Furthermore,
if during these periodic reviews, our Audit Committee believes that the guidelines and procedures as
outlined above are not sufficient to ensure that the Interested Person Transactions will be conducted
on normal commercial terms, on an arms’ length basis and that the interests of our Group and the
minority shareholders of our Company are not prejudiced, we will adopt new or enhanced guidelines and
procedures. Our Audit Committee may request for an independent financial adviser’s opinion on such
guidelines and procedures as it deems fit.
Disclosure will be made in our annual report of the aggregate value of Interested Person Transactions
during the relevant financial year under review.
GENERAL MANDATE FOR INTERESTED PERSON TRANSACTIONS

We anticipate that we would, in the ordinary course of business, purchase coal from our Mandated
Interested Persons (as defined below) on a recurrent basis to fulfil orders from our customers. In view of
the time-sensitive and recurrent nature of such commercial transactions, it would be advantageous for
us to obtain a general mandate from our Shareholders to enable any or all members of our Group, in the
ordinary course of their business, for the purchase of coal from our Mandated Interested Persons which
are necessary for our day-to-day operations, provided that all such transactions are carried out on normal
commercial terms and are not prejudicial to the interests of our Group and the minority shareholders of
our Company (the “IPT General Mandate”).
Chapter 9 of the Catalist Rules

Pursuant to Rule 920(2) of Chapter 9 of the Catalist Rules, our Company will treat the IPT General
Mandate as having been given, for our Group to enter into the Mandated Interested Person Transactions
(as defined below) with our Mandated Interested Persons, as long as the information required under
Rule 920(1)(b) of the Catalist Rules is included in this Offer Document. Such required information are as
follows:
(a) the class of Interested Person with which the Entity at Risk (as defined below) will be transacting;
(b) the nature of the transactions contemplated under the mandate;
(c) the rationale for, and benefit to, the Entity at Risk;
(d) the methods or procedures for determining transaction prices;
(e) the independent financial adviser’s opinion on whether the proposed methods or procedures are
sufficient to ensure that the transactions will be carried out on normal commercial terms and will
not be prejudicial to the interests of our Group and the interests of the minority shareholders of our
Company;
(f) an opinion from our Audit Committee if it takes a different view to the independent financial adviser;
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(g) a statement from us that we will obtain a fresh mandate from our Shareholders if the methods or
procedures in (d) above become inappropriate; and
(h) a statement that the Interested Person will abstain, and has undertaken to ensure that its
associates will abstain, from voting on the resolution approving the transaction.
In line with Rule 905(3) of the Catalist Rules, the IPT General Mandate will not cover any transactions
valued less than S$100,000 as the threshold and aggregation requirements contained in Chapter 9 of the
Catalist Rules will not apply to such transactions.
Transactions which do not fall within the ambit of the IPT General Mandate shall be subject to the
relevant provisions of Chapter 9 and/or other applicable provisions of the Catalist Rules and/or any
applicable law. In particular, any transactions outside the scope of the IPT General Mandate which
exceed 5.0% of our Group’s audited NTA will require independent Shareholders’ approval. Transactions
which fall within the ambit of the IPT General Mandate will not be separately subject to Rules 905 and
906 of the Catalist Rules.
By subscribing for the Placement Shares, new Shareholders are deemed to have approved the IPT
General Mandate. The IPT General Mandate will be effective from the date of our admission to the
Catalist until the earlier of the following: (a) the conclusion of our first annual general meeting following
our admission to the Catalist, or the date by which the next annual general meeting of our Company
is required by law to be held; or (b) the first anniversary of the date of our admission to the Catalist.
Thereafter, we will seek the approval of our independent Shareholders for a renewal of the IPT General
Mandate at each subsequent annual general meeting or the date by which the next annual general
meeting of our Company is required by law to be held, subject to satisfactory review by our Audit
Committee of its continued application to the transactions with our Mandated Interested Persons.
In accordance with Rule 920(1)(b)(viii) of the Catalist Rules, Interested Persons and their Associates shall
abstain from voting on resolutions approving interested person transactions involving themselves and
our Group. Furthermore, such Interested Persons shall not act as proxies in relation to such resolutions
unless voting instructions have been given by the appointing Shareholder. As such, our Founding
Shareholders and their Associates will abstain from voting on the resolutions approving the renewal of the
IPT General Mandate.
Entities at Risk
For the purposes of the IPT General Mandate, an “entity at risk” means (“EAR Group”):
(a) our Company;
(b) a subsidiary of our Company (excluding subsidiaries listed on the SGX-ST or an approved
exchange); and
(c) an Associated Company of our Company (other than an Associated Company that is listed on
the SGX-ST or an approved exchange) over which our Group, or our Group and our Interested
Person(s), has or have control.
Classes of Mandated Interested Persons

The IPT General Mandate will apply to the Mandated Interested Person Transactions that are carried out
between any entity within the EAR Group with:
(a) PT AJE
PT AJE is a coal mining company incorporated in Indonesia which is a 83.2% subsidiary of PT Deli
Coal. Accordingly, our Founding Shareholders and their Associates collectively hold an aggregate
indirect interest of 66.6% in PT AJE;
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(b) PT AMJ
PT AMJ is a coal mining company incorporated in Indonesia which is a 37.5% associated company
of PT Deli Coal. Accordingly, our Founding Shareholders and their Associates collectively hold an
aggregate indirect interest of 30.0% in PT AMJ;
(c) PT MMPJ
PT MMPJ is a coal mining company incorporated in Indonesia which is a 99.9% subsidiary of
PT Deli Coal. Accordingly, our Founding Shareholders and their Associates collectively hold an
aggregate indirect interest of 79.9% in PT MMPJ;
(d) PT SAMU
PT SAMU is a coal mining company incorporated in Indonesia which is a 78.4% subsidiary of
aggregate indirect interest of 62.7% in PT SAMU; and
(e) PT SKC
PT SKC is a coal mining company incorporated in Indonesia which is a 99.6% subsidiary of
aggregate indirect interest of 79.7% in PT SKC,
collectively our “Mandated Interested Persons” and each our “Mandated Interested Person”, all being
Interested Persons.
Transactions between our Mandated Interested Persons and our Group which do not fall within the ambit
of the IPT General Mandate shall be subject to the relevant provisions of Chapter 9 of the Catalist Rules
and such guidelines as set out in the section entitled “Interested Person Transactions – Guidelines and
Review Procedures for Future Interested Person Transactions other than those covered under the IPT
General Mandate” of this Offer Document.
Categories of Mandated Interested Person Transactions

Our Mandated Interested Persons are either coal mine owners or coal mining companies in the South
Kalimantan region of Indonesia. During the Relevant Period, the EAR Group have been purchasing coal
from certain of our Mandated Interested Persons, namely PT AJE and PT AMJ, for our Coal Trading
Business. Please refer to the section entitled “Interested Person Transactions – Present and Ongoing
Interested Person Transactions – Purchase of coal from PT AJE and PT AMJ” of this Offer Document.
Following the admission of our Company to the Catalist, the EAR Group intends to continue to source
coal from such Mandated Interested Persons, and may purchase coal from our other Mandated
Interested Persons (namely, PT MMPJ, PT SAMU and PT SKC) to fulfil our customers’ demand for coal
(“Mandated Interested Person Transactions”).
Rationale for and Benefits of the IPT General Mandate

Pursuant to the IUP-OPK granted by BKPM to PT DNS to conduct our Coal Trading Business, PT DNS
is permitted to source for coal from PT AMJ, PT AJE, PT SDJ and PT TBR. Please refer to the section
entitled “General Information on our Group – Material Licences, Permits, Registrations and Approvals”
of this Offer Document. PT MMPJ, PT SAMU and PT SKC have not commenced production as further
exploration work and feasibility studies have to be conducted on such coal mines.
Once PT MMPJ, PT SAMU and/or PT SKC commences production of coal, we will apply to BKPM (on
behalf of MEMR) for the amendment of our IUP-OPK to include PT MMPJ, PT SAMU and/or PT SKC
as our permitted coal supplier under our IUP-OPK. Given the nature of our Coal Trading Business, we
envisage that the Mandated Interested Person Transactions are likely to occur from time to time, in the
ordinary course of our business. In view of the time-sensitive and recurrent nature of the Mandated
Interested Person Transactions, it would be advantageous for us to obtain the IPT General Mandate
to enable the EAR Group to enter into the Mandated Interested Person Transactions, provided that
the Mandated Interested Person Transactions are carried out on normal commercial terms and are
149
not prejudicial to the interests of our Group and the minority shareholders of our Company. The IPT
General Mandate will allow our Coal Trading Business to purchase coal that meet our requirements
and specifications from trusted and established suppliers, thereby ensuring the sustainability of our
operations.
The IPT General Mandate and its subsequent renewal on an annual basis would eliminate the need
to announce, or to announce and convene separate general meetings from time to time to seek
independent Shareholders’ approval, thereby easing administrative and financial costs, without
compromising the EAR Group’s business activities.
The IPT General Mandate is intended to facilitate transactions in the normal course of business of the
EAR Group which are transacted from time to time with the Mandated Interested Persons, provided that
they are carried out on arm’s length basis and are on normal commercial terms, and are not prejudicial
to the interests of our Group and the minority shareholders of our Company. In accordance with the
requirements of Chapter 9 of the Catalist Rules, we will (a) disclose in our Company’s annual report
the aggregate value of transactions conducted with our Mandated Interested Persons pursuant to the
IPT General Mandate during the financial year (as well as in the annual reports for subsequent financial
years that the IPT General Mandate continues to be in force); and (b) announce the aggregate value of
transactions conducted with our Mandated Interested Persons pursuant to the IPT General Mandate for
the financial periods that we are required to report on pursuant to Rule 705 of the Catalist Rules.
Guidelines and Procedures under the IPT General Mandate

To ensure that the Mandated Interested Person Transactions are carried out on arm’s length basis,
on normal commercial terms and will not be prejudicial to the interests of our Group and the minority
shareholders of our Company, our Company will implement the following procedures under the IPT
General Mandate:
(a) All Mandated Interested Person Transactions shall be conducted in accordance with our Group’s
usual business practices and policies, at the prevailing market rates or prices, and on terms
which are no less favourable to our Group as compared to the terms extended by unrelated third-
parties (including, where applicable, preferential rates, prices, commissions or discounts accorded
to customers or purchasers who have a long-term contract with our Group) or otherwise in
accordance with applicable industry norms.
(b) Before entering into any purchase agreement with our Mandated Interested Person, the purchasing
department will review to ensure that our Mandated Interested Person remains on our list of
approved suppliers.
(c) Where possible, we will negotiate for an annual purchase agreement with our Mandated Interested
Person. Whilst we do not maintain any coal stockpiles, the entry into such annual purchase
agreement will allow us to secure a reliable and consistent source of coal for our Coal Trading
Business, which will in turn allow us to better negotiate for coal sale contracts with our customers.
Prior to the entry into the annual purchase agreement with our Mandated Interested Person, we
will compare the terms offered by our Mandated Interested Person with the terms offered by at
least two (2) other unrelated third-party coal suppliers for similar annual purchase arrangement.
We will only enter into such annual purchase agreement if the terms offered by our Mandated
Interested Person are the same or more favourable than the terms offered by unrelated third-party
coal suppliers. In particular, the selling price offered by our Mandated Interested Person shall not
be higher than the prevailing coal price index, in particular the ICI and/or HBA (where relevant),
and the discount offered by our Mandated Interested Person shall not be lower than the discounts
offered by unrelated third-party coal suppliers. When comparing agreements, we will also take into
account pertinent factors such as the size of the order, the quality of the coal, the shipping terms
(whether it is inclusive or exclusive of cost, insurance, and freight), and proximity of the coal mine
and delivery logistics.
(d) For placement of orders with our Mandated Interested Person under the annual purchase
agreement, the purchasing department will ensure that the orders are placed in accordance to the
terms already agreed in the annual purchase agreement.
150
(e) For placement of orders which is not covered by an annual purchase agreement, the purchasing
department will obtain at least two (2) quotations from unrelated third-party coal suppliers for
comparison. When comparing quotations, the purchasing department will take into account
pertinent factors as set out in paragraph (c) above.
(f) In the event that there is no such unrelated third-party quotations or only one unrelated third-
party quotation is obtained, we shall compare the selling prices quoted by our Mandated
Interested Persons against the prevailing coal price index, in particular the ICI and/or HBA (where
relevant). The selling price quoted by our Mandated Interested Persons shall not be higher than
the prevailing index price. Any discount represented by the selling price quoted by our Mandated
Interested Persons shall not exceed the range of discounts enjoyed by our Group for similar
transactions in the most recently completed financial year. When comparing transactions, we will
take into account pertinent factors as set out in paragraph (c) above.
Approval Threshold(s) for the Mandated Interested Person Transactions

The approval thresholds for each Mandated Interested Person Transaction are as follows:
Value of Mandated Interested Person Transactions Approval Authority

Equals to or below 3% of the latest audited NTA of our Finance Manager
Group
Exceeds 3% but below 5% of the latest audited NTA of Finance Manager and the CEO or CFO
our Group
Exceeds 5% of the latest audited NTA of our Group Finance Manager, the CEO or CFO, and an
Independent Director
As we expect the Mandated Interested Person Transactions to recur on a regular basis, all executed
Mandated Interested Person Transactions will be tabled to one of our Independent Directors for review
and endorsement when the cumulative value of the Mandated Interested Person Transactions (excluding
those already reviewed and endorsed or approved by an Independent Director) exceeds 5% of the latest
audited NTA of our Group.
In the review of the Mandated Interested Person Transactions, our Independent Director may at his/her
discretion obtain independent advice.
If any of the approval authority has an interest in a Mandated Interested Person Transaction, he/she will
abstain from any review, deliberation or decision making in respect of that Mandated Interested Person
Transaction.
Additional Procedures for Interested Person Transactions

We will also implement the following procedures for the identification of Interested Persons and the record
keeping of all Interested Person Transactions:
(a) Our finance team will maintain a list of Interested Persons and their Associates (which is to be
updated immediately if there are any changes) to enable identification of the Interested Persons.
The list shall be reviewed on a quarterly basis by our CFO and subject to such verifications or
declarations as required by our Audit Committee for such period as determined by them. This list
shall be disseminated to all relevant staff for identification of Interested Person Transaction on a
timely basis;
(b) We will maintain a register of Interested Person Transactions, including the Mandated Interested
Person Transactions (the “IPT Register”). The IPT Register will also record any Interested Person
Transaction that are below S$100,000 in value, although such transactions are not required to be
aggregated under Chapter 9 of the Catalist Rules. Our CFO shall review the IPT Register on a
quarterly basis;
151
(c) All documents related to the Mandated Interested Person Transactions will be filed in a separate
file (“IPT Mandate File”) for ease of tracking and monitoring. The IPT Mandate File will contain all
forms and checklists in relation to the Mandated Interested Person Transactions. The IPT Mandate
File will also contain invoices and payment vouchers in relation to the Mandated Interested Person
Transactions. Our CFO will review the IPT Mandate File on a monthly basis;
(d) Our Audit Committee shall review the IPT Register and the IPT Mandate File on a quarterly basis
(or on such other frequency as our Audit Committee may deem necessary) to ascertain that the
established review procedures to monitor the Mandated Interested Person Transactions have
been complied with. Such review includes the examination of the transactions and its supporting
documents or such other data deemed necessary by our Audit Committee. Our Audit Committee
may request for additional information pertaining to the transactions under review from independent
sources, advisers or valuers as it deems fit;
(e) Our Internal Auditors will, on an annual basis, review the IPT Mandate File to ascertain that the
guidelines and procedures established for the Mandated Interested Person Transactions have been
adhered to. Any discrepancies or significant variances from our Group’s usual business practices
and pricing policies will be highlighted to our Audit Committee; and
(f) If pursuant to the relevant reviews, our Audit Committee is of the view that the established review
procedures as stated above have become inappropriate or insufficient in view of changes to the
nature of, or the manner in which, the business activities of our Company are conducted, it will take
such actions as it deems appropriate and/or institute additional procedures as necessary (such as,
where relevant, to seek a fresh Shareholders’ general mandate for the Mandated Interested Person
Transactions) to ensure that the Mandated Interested Person Transactions will be conducted on
arm’s length basis, on normal commercial terms and will not be prejudicial to the interests of our
Group and the minority shareholders of our Company.
Disclosure in Financial Results Announcements and Annual Reports

We will announce the aggregate value of transactions conducted with our Mandated Interested Person(s)
pursuant to the IPT General Mandate for the relevant financial periods which our Company is required to
report on pursuant to the Catalist Rules and within the time frame required for such announcements.
Disclosure will also be made in our Company’s annual report of the aggregate value of transactions
conducted with our Mandated Interested Person(s) pursuant to the IPT General Mandate during the
financial year, and in the annual reports for subsequent financial years that the IPT General Mandate
continues in force, in accordance with the requirements of Chapter 9 of the Catalist Rules.
The name of the Interested Person and the corresponding aggregate value of the transactions with the
Interested Person will be presented in the following format:
Name of Interested Person Aggregate value of all interested Aggregate value of all interested
person transactions during the person transactions conducted
financial year/period under review under the Shareholders’ general
(excluding transactions less than mandate pursuant to Rule 920
S$100,000 and transactions of the Catalist Rules during the
conducted under the Shareholders’ financial year/period under review
general mandate pursuant to Rule (excluding transactions less than
920 of the Catalist Rules) S$100,000)
Opinion of the Independent Financial Adviser

Xandar Capital has been appointed as our independent financial adviser pursuant to Rule 920(1)(b)(v)
of the Catalist Rules, to opine on whether the methods or procedures, as set out above, are sufficient to
ensure that the Mandated Interested Person Transactions will be carried out on normal commercial terms
and will not be prejudicial to the interests of our Group and the minority shareholders of our Company.
152
After reviewing the scope of the IPT General Mandate, Xandar Capital is of the opinion that the methods
and procedures for determining the transaction prices of the Mandated Interested Person Transactions,
if adhered to strictly, are sufficient to ensure that the Mandated Interested Person Transactions will be
carried out on normal commercial terms, and will not be prejudicial to the interests of our Group and the
minority shareholders of our Company. Please refer to the letter from Xandar Capital to our Independent
Directors as set out in Appendix H entitled “Opinion of the Independent Financial Adviser” of this Offer
Document for more information.
Audit Committee’s statement

Our Audit Committee is of the view that the methods and procedures for determining transaction prices
and terms of the Mandated Interested Person Transactions, as set out above, if adhered to strictly, are
sufficient to ensure that the Mandated Interested Person Transactions will be carried out on normal
commercial terms and will not be prejudicial to the interests of our Group and the minority shareholders
of our Company.
153
POTENTIAL CONFLICTS OF INTEREST
INTERESTS OF DIRECTORS, CONTROLLING SHAREHOLDERS OR THEIR ASSOCIATES

Generally, a conflict of interest arises when any of our Directors, CEO, Controlling Shareholders or their
Associates is carrying on the same business or dealing in similar products as our Group.
Save as disclosed in the section below and in the section entitled “Interested Person Transactions” of
this Offer Document, none of our Directors, Controlling Shareholders or any of their Associates has any
interest, direct or indirect:
(a) in any material transactions to which our Company or any of our subsidiaries was or is a party;
(b) in any entity carrying on the same business or dealing in similar products and services which
competes materially and directly with the existing business of our Group;
(c) in any enterprise or company that is our customer or supplier of goods or services; and
(d) any existing contract or arrangement which was or is significant in relation to the business of our
Group.
Our Directors, CEO, Controlling Shareholders and their Associates have undertaken that for as long as
they are our Directors, CEO, and Controlling Shareholders, they and/or their Associates will not, directly
or indirectly, carry on, or be engaged in any other business, trade or occupation whatsoever that is in
direct competition with the business of our Group (“Competing Business”), except as disclosed below.
The following measures will be implemented by our Group to monitor any potential conflict of interest
arising from any passive investment in companies (“Investee Companies”) which are engaged in a
Competing Business:
(a) each of our Directors, CEO and Controlling Shareholders will be obliged to disclose to our Audit
Committee whether he/she, or to the best of his/her knowledge, his/her Associates has any interest
in any Competing Business (including any subsequent increase in such interests since the previous
disclosure(s)), on a quarterly basis; and
(b) in conjunction with the above confirmation, each of our Directors, CEO and Controlling
Shareholders will declare that each of them, as well as their respective Associates, has met the
abovementioned conditions and the 5% shareholdings limit with regard to each of the Investee
Companies.
Our Audit Committee will have oversight over the proposed measures to mitigate any potential conflict of
interests, whether perceived or actual. The aforementioned roles and responsibilities has been included
in our Audit Committee’s terms of reference under the section entitled “Corporate Governance – Audit
Committee” of this Offer Document.
Interests of our Founding Shareholders and their Associates

Coal mining companies
(a) PT Deli Coal, its subsidiaries and associated companies (“Deli Coal Group”)
Our Founding Shareholders and their Associates have a collective shareholding interest of 80% in
PT Deli Coal, which has shareholding interests of 83.25% and 37.5% respectively in PT AJE and
PT AMJ, which are coal mining companies in Indonesia and are amongst the major coal suppliers
to our Group. Please refer to the section entitled “Major Suppliers” of this Offer Document for
further details. PT Deli Coal also holds indirect interests of 78.4% to 99.9% in three (3) other mines
in Indonesia which are non-producing, being still in the development stage.
Aside from the sale of coal to PT DNS, the Deli Coal Group is engaged in the export sale of
coal from its coal mines. In addition, the Deli Coal Group sells coal directly to its sole domestic
customer, PT IMK, which is one of the exclusive coal procurement agents of PT Semen Indonesia
Tbk (“PT SIT”), a government-owned cement manufacturing company in Indonesia.
154
PT AJE and PT AMJ had in 2016 entered into a six (6)-year framework agreement with PT IMK, to
supply coal to certain Indonesian government-owned cement plants controlled by PT SIT. PT SIT
requires its exclusive procurement agents to source coal directly from coal mines in order to ensure
greater consistency of quality and supply. PT DNS, being a coal trading company, would thus not
qualify as an acceptable supplier to these government-owned cement plants.
(b) PT SDJ
PT SDJ is a coal mining company in Indonesia and a 99% subsidiary of Geo Energy Resources
Limited (“GER”), a company listed on the Main Board of the SGX-ST. As at the Latest Practicable
Date, PT SDJ is one of the major suppliers of coal to our Group. Please refer to the section entitled
“Major Suppliers” of this Offer Document for further details.
Lenny Limanto, an Associate of our Founding Shareholder, Djunaidi Hardi, is a Substantial

Shareholder of GER, and holds an interest of 10.41% in the issued and paid-up share capital of
GER as at the date of this Offer Document.
In order to mitigate any potential conflicts of interest:
(a) Founding Shareholders’ Non-Compete Undertaking

Each of our Founding Shareholders has entered into a deed of undertaking (“Founding
Shareholders’ Non-Compete Undertaking”) where each of them has agreed to the following:
(i) not to, and to procure that his Associates shall not, directly or indirectly, either alone or
jointly with, through or on behalf of any person, company or entity, carry on, or be engaged,
or interested in any capacity (save for interests in the nature of passive investment of not
more than five percent (5.0%) of the total amount of issued securities of the same class in
a corporation, with no management or executive role, board representation, or control and
influence over the day-to-day operations or business decisions of such corporation) in any
other business which is in competition with or similar to the business in the geographical
area(s) carried on by our Group, in each case, whether as shareholder, director or otherwise;
and
(ii) in the event that our Group enters into the same geographical area(s) where he or his
Associates are engaged in such or similar businesses to our Group, he shall, and/or shall
procure that his Associates shall, immediately cease such competing business in the
geographical area(s).
The Founding Shareholders’ Non-Compete Undertakings shall be effective for as long as (i)
our Founding Shareholders and their respective Associates hold aggregate, direct and deemed
interests of not less than 15% in the issued and paid-up share capital of our Company; (ii) our
Founding Shareholders and their respective Associates collectively, are the single largest
shareholder (based on their aggregate, direct and deemed interests) of our Company; and (iii) any
of our Founding Shareholders or their respective Associates is a director of our Company.
The Founding Shareholders’ Non-Compete Undertakings shall exclude:
(i) all existing and future business transactions undertaken by PT DIS and/or any of its
subsidiaries and associated companies in connection with the sale and purchase of coal
with PT IMK (“IMK Transactions”); and
(ii) Lenny Limanto’s existing shareholding interest of 10.41% in GER (“GER Interest”), for which
such shareholding interest shall be capped.
155
(b) Undertakings in respect of IMK Transactions

PT DIS has entered into a deed of undertaking (“PT DIS Undertaking”) whereby so long as (i)
PT DIS and its Associates hold an aggregate direct and deemed interests of not less than 15% in
the issued and paid-up share capital of our Company; (ii) PT DIS and its Associates collectively,
are the single largest shareholder (based on their aggregate direct and deemed interests) of our
Company; or (iii) any of the Controlling Shareholders of PT DIS or their Associates is a director of
our Company:
(i) PT DIS shall transfer, and will undertake all efforts to procure PT IMK’s assistance in
transferring the IMK Transactions to our Company. Such transfer will take place as soon as
possible and upon the receipt of approval by PT SIT, in the event PT SIT no longer requires
PT IMK to source and procure coal directly from coal mines;
(ii) ensure that each coal mine which is directly or indirectly controlled by PT DIS and/or PT Deli
Coal will set aside an annual quantum of coal for procurement by our Company and/or PT
DNS (“Annual DNS Quota”). The Annual DNS Quota shall be the higher of (i) 25% of the
aggregated annual coal production of the mines (pursuant to the relevant Indonesia laws and
regulations, in which domestic coal producers are obliged to fulfil the Indonesia domestic
market obligation by selling at least 25% of their coal domestically); and (ii) the annual
domestic coal sale quota submitted to the relevant Indonesian competent authorities (such
submission is performed annually in respect of the expected domestic coal sales volume for
the year), net of annual coal sale obligations to PT IMK;
(iii) our Annual DNS Quota shall be subject to a quarterly review by our Audit Committee. In
the event that our Audit Committee determines that PT DNS will not fully utilise the Annual
DNS Quota, we will provide PT DIS with a written notification of a reduced quantum. Any
reduction in the Annual DNS Quota will be at the sole decision of our Audit Committee and
shall only be applicable to the calendar year in which the Annual DNS Quota is applicable;
and
(iv) for the avoidance of doubt, the Annual DNS Quota serves to ensure availability of coal
for procurement by our Company and/or PT DNS. Each of our Company and PT DNS is
therefore not required to compensate PT DIS for any reduction in or non-utilisation of, the
Annual DNS Quota.
In the event PT DIS and/or the Deli Coal Group fails to fulfill the Annual DNS Quota, our Company
will have legal recourse to take legal action or proceedings in the courts of Singapore under the PT
DIS Undertaking granted to our Company by PT DIS.
PT IMK has also entered into a deed of undertaking where in the event PT SIT no longer requires
PT IMK to source and procure coal directly from coal mines, PT IMK shall undertake to facilitate
the transfer of the IMK Transactions to our Company, as soon as possible and upon the receipt of
approval by PT SIT.
(c) Lenny Limanto’s undertaking in respect of the GER Interest

In respect of Lenny Limanto’s interest in GER, she has entered into a deed of undertaking where
she has agreed, for so long as (i) she and her Associates hold an aggregate direct and deemed
interests of not less than 15% in the issued and paid-up share capital of our Company; (ii) she and
her Associates collectively, are the single largest shareholder (based on their aggregate direct and
deemed interests) of our Company; or (iii) she or any of her Associates hold any directorship in
our Company, not to, and shall procure her Associates to not, directly or indirectly, either alone or
jointly with, through or on behalf of any person, company or entity, increase the GER Interest.
156
Coal trading companies

(a) RID
RID is a coal trading company that had ceased operations and remained dormant. It is indirectly
wholly-owned by our Founding Shareholders.
(b) PT Sinar Deli

PT Sinar Deli is a coal trading company that had ceased operations and remained dormant. It is
indirectly wholly-owned by certain Founding Shareholders and their Associates.
(c) PT Deli Niaga Jaya (“PT DNJ”)

PT DNJ is a coal trading company that has ceased operations and remained dormant. It is
indirectly wholly-owned by our Founding Shareholders.
(d) Ever Grace

Ever Grace is an investment holding company that had ceased all its coal trading activities as at
June 2019. It is 100% indirectly owned by Ms Lenny Limanto, an Associate of one of our Founding
Shareholders.
As at the Latest Practicable Date, our Directors are of the view that there are no potential conflict of
interests in connection with the above coal trading companies as they have ceased operations and are
dormant.
INTERESTS OF EXPERTS
No expert is interested, directly or indirectly, in the promotion of, or in any property or assets which have,
within the two (2) years preceding the date of this Offer Document, been acquired or disposed of by or
leased to our Company or our subsidiaries or are proposed to be acquired or disposed of by or leased to
our Company or our subsidiaries.
No expert is employed on a contingent basis by our Company or any of our subsidiaries, or has a
material interest, whether direct or indirect, in our Shares or the shares of our subsidiaries, or has a
material economic interest, whether direct or indirect, in our Company, including an interest in the
success of the Placement.
INTERESTS OF THE SPONSOR AND ISSUE MANAGER, AND THE PLACEMENT AGENT
In the reasonable opinion of our Directors, the Sponsor and Issue Manager, and the Placement Agent, do
not have any material relationships with our Company save as disclosed below and in the section entitled
“Management, Sponsorship and Placement Arrangements” of this Offer Document:
(a) ZICO Capital is the Sponsor and Issue Manager of the Placement;
(b) UOBKH is the Placement Agent of the Placement; and
(c) ZICO Capital will be the continuing sponsor of our Company for an initial period of three (3) years
from the date our Company is admitted and listed on Catalist.
157
DIRECTORS, EXECUTIVE OFFICERS AND EMPLOYEES
MANAGEMENT REPORTING STRUCTURE

Our management reporting structure is as follows:
Board of Directors
Lee Yaw Loong Francis
Executive Director and

Chief Executive Officer
Salim Limanto Yeo Tze Khern
Executive Director and Chief Financial Officer

Chief Operating Officer
DIRECTORS
Our Directors are entrusted with the responsibility for the overall management and organisation of our
Group. The particulars of our Directors as at the date of this Offer Document are set out below:
Name Age Address Designation
Gouw Eng Seng 70 c/o 144 Robinson Road #07-01 Independent Chairman and
Robinson Square Independent Non-Executive
Singapore 068908 Director
Alice Yan 59 c/o 144 Robinson Road #07-01 Independent Non-Executive

Robinson Square Director
Singapore 068908
Hew Koon Chan 58 c/o 144 Robinson Road #07-01 Independent Non-Executive
Robinson Square Director
Singapore 068908
Lee Yaw Loong Francis 50 c/o 144 Robinson Road #07-01 Executive Director and Chief
Robinson Square Executive Officer
Singapore 068908
Salim Limanto 36 c/o 144 Robinson Road #07-01 Executive Director and Chief
Robinson Square Operating Officer
Singapore 068908
158
The working and business experience of our Directors and their areas of responsibility within our Group
are set out below:
Mr Gouw Eng Seng is our Independent Chairman and Independent Non-Executive Director and was
appointed to our Board on 27 December 2019. Mr Gouw has had over 15 years of experience in the coal
and minerals industry.
Mr Gouw started his career in York University where he taught management information system as a
lecturer from 1978 to 1982. Thereafter he worked in Citibank, first as a consultant from 1982 to 1985
and then as an electronic data processing auditor from 1985 to 1990. Subsequently, he joined his family
business, PT Metro Garmin, which is principally involved in garment manufacturing, as well as other
family investment projects in China including property, trading and information technology, as a Sales
and Marketing Director in 1991 where he stayed until 2000. He served as the Vice-Chairman of the
Indonesian Textile Association (Asosiasi Pertekstilan Indonesia) and Chairman of the Indonesian Apparel
Manufacturers Association (Asosiasi Apparel Manufacturer Indonesia) from 1995 to 2005. From 1999
to 2005, he was a Director of Hong Garment Manufacturer Pte Ltd, which is in business of wholesale
of textiles and leather. Mr Gouw held the position of the representative of the Indonesia Chamber of
Commerce & Industry in the Indonesian National Productivity Council for 10 years from 2005 to 2015. He
currently serves as the Vice-Chairman of the Indonesia Chamber of Commerce & Industry since 2000
and has been the Executive Chairman of the Indonesian Smelter and Mineral Processing Association
since 2013. He has also been appointed as the Indonesian representative and consultant to Sarawak
Energy Berhad, a Malaysian energy development company and integrated power utility, since November
2015. He is also the Executive Chairman of Indonesia Research and Development International, a
research institute advising on foreign direct investment between China and Indonesia since 2015 and a
member of the International Advisory Board of Beijing Jiaotong University since 2017.
Mr Gouw obtained a Bachelor of Art and Masters of Art from York University, Toronto, Canada in 1977
and 1980 respectively.
Ms Alice Yan is our Independent Non-Executive Director and was appointed to our Board on 27
December 2019. She has over 20 years of experience in the financial services industry.
Ms Yan started her career under the international student recruitment programme in Santa Monica
College, California, USA, where she launched several student recruitment programmes as a
project owner in 1986. She subsequently worked as an intern to the general manager at Carmichael
International Customs House Broker, Los Angeles, USA from 1988 to 1989. From 1990 to 2004, Ms
Yan was a Vice-President in Citibank (Jakarta), and from 2004 to 2005 a Director in Citi Private Bank
(Singapore). Subsequently she was the Director and wealth manager at Merill Lynch International Bank
Limited (Merchant Bank) (Singapore) from 2005 to 2011, and at Standard Chartered Bank Private Bank
(Singapore) from 2011 to 2013, and at Julius Baer (Singapore) from 2013 to 2014. From 2014 to 2016,
Ms Yan was appointed as the Executive Vice-President and consumer bank group head at PT Bank ICBC
Indonesia. From 2018 to 2019, Ms Yan was a financial adviser at Manulife Financial Advisers Pte Ltd
(Singapore). Since 2019, she co-founded and is the Chief Executive Officer of Kode 101, an education
company in the business of franchising computer science curriculums and learning programmes catered
to young learners.
Ms Yan obtained a Bachelor of Science in business administration from the California State University of
Los Angeles in 1988.
Mr Hew Koon Chan is our Independent Non-Executive Director and was appointed to our Board on 27
December 2019.
Mr Hew began working as a process engineer in 1986 for Texas Instruments Singapore Pte Ltd, a
company specialising in the manufacturing and sale of memory integrated circuits. In 1988, he was then
employed as an investment analyst and rose through the ranks to become Investment Director at Seavi
Venture Services Pte Ltd, a venture capital firm established in the South East Asian region, which is
affiliated with Advent International (a global private equity firm headquartered in Boston). Thereafter, he
established Integer Capital Pte Ltd in 2004 and carried out the role as the Managing Director providing
business consultancy services on corporate mergers and acquisitions.
159
Mr Hew presently sits on the board of directors of three (3) public listed companies, namely Far East
Group Limited, Shopper360 Limited and Ecowise Holdings Limited. He was previously appointed as
director of several public listed companies such as Brilliant Manufacturing Limited (now known as Nidec
Component Technology Co., Ltd.), Speedy-Tech Electronics Ltd., Action Asia Limited, Roxy-Pacific
Holdings Limited, Nordic Group Limited and DeClout Limited (now known as DeClout Pte. Ltd.).
From 1991, Mr Hew has held directorships in various companies, including Eutech-N.I.T. Pte Ltd, Oaktech
Industries (S) Pte Ltd, Trans Instruments (Singapore) Pte Ltd, Transmedic Pte Ltd, Trinity Christian Centre
Limited, Plasmotech Pte Ltd, Livingstone Health Ltd., SP Manufacturing Pte. Ltd., Sea Family Trust Pte.
Ltd., and ATXL Invest Pte. Ltd..
Mr Hew graduated from the National University of Singapore with a Bachelor of Engineering (Mechanical)
in 1986. In 1987, he graduated from the Singapore Institute of Management with a Graduate Diploma in
Financial Management and obtained his Certified Diploma in Accounting and Finance from the Chartered
Association of Certified Accountants (UK) in 1988.
Mr Lee Yaw Loong Francis is our Executive Director and Chief Executive Officer and was appointed to
our Board on 15 July 2019. Mr Lee is responsible for the overall management of our Group, as well as
the strategic planning and development of our Group’s business, and spearheading the expansion and
growth of our Group. Mr Lee has had over 25 years of experience and expertise in managing companies
in the trading, shipping, investment holding and agriculture sectors.
Mr Lee started his career as an auditor in Coopers & Lybrand Singapore, now known as
PricewaterhouseCoopers, from 1991 to 1995. From 1995 to 1997, he was the General Manager of
Coopers & Lybrand Hla Tun Consultants in Yangon, Myanmar. From 1997 to 1998, Mr Lee joined Kuok
(Singapore) Ltd. as the Assistant General Manager in Myanmar. Subsequently from 1998 to 2000, he
was transferred to Pacific Carrier Ltd, a subsidiary of Kuok (Singapore) Ltd, where he acted as Group
Financial Controller. Pacific Carrier Ltd was listed on the SGX-ST from 1990 to 2001. From 2001 to 2003,
Mr Lee was the Group Financial Controller of Kuok (Singapore) Ltd. From 2004 to 2015, Mr Lee was
appointed the General Manager of the fertilizer department at NewQuest (Trading) Pte Ltd (now known
as Agrifert Holdings Pte. Ltd.), a subsidiary of Kuok (Singapore) Ltd. As part of his various appointments
in the Kuok group of companies, Mr Lee has also held various positions, such as Chairman of NewQuest
Vietnam Company Ltd (now known as Agrifert Vietnam Ltd), a Vietnamese subsidiary of Agrifert Holdings
Pte. Ltd. from 2011 to 2019, as General Manager of KSM Strategic Pte Ltd, a subsidiary in the Kuok
group of companies from 2014 to 2015, and in Agri Malar Company Limited (Myanmar). From 2016 to
2019, he served as the General Manager and Director of Agrifert Trading Pte. Ltd., immediately prior to
joining our Group as our Executive Director and Chief Executive Officer.
Mr Lee has also previously sat on the board of Beng Kuang Marine Ltd, a company listed on the Main
Board of the SGX-ST, as an Alternate Non-Executive Director from 2013 to 2016.
Mr Lee graduated from Monash University, Melbourne, Australia with a Bachelor of Economics (Honours),
majoring in accounting and computer science in 1992. He is a member of the Australian Society of
Certified Practising Accountants (now known as CPA Australia).
Mr Salim Limanto is our Executive Director and Chief Operating Officer and was appointed to our Board
on 12 December 2018. Mr Limanto is responsible for the overall operations and business development
activities of our Group. Mr Limanto has over 11 years of management and business development
experience in the coal mining, transportation and trading industries, and has been involved in our Group’s
business since the inception of PT DNS and PT DPAL in 2013 and 2010 respectively.
Mr Limanto started his career in PT Sinar Deli, which was previously one of the domestic coal trading
entities of the Deli Coal Group, where he was head of sales and shipping from 2006 to 2018. He holds
directorships in several companies such as PT DNS and PT DPAL.
Mr Limanto obtained a Bachelor Degree from Universitas Tarumanagara, Jakarta, Indonesia in 2006. He
is the eldest son of Mr Djunaidi Hardi and a nephew of Mr Juhadi, Mr Arifin Ang and Mr Limas Ananto, all
of whom are Founding Shareholders of our Company.
160
There is no arrangement or understanding with any Substantial Shareholder, customer, supplier or other
person pursuant to which any of our Directors was selected as a Director.
All our Directors possess the relevant experience and expertise to act as our Directors, as evidenced
by their business and working experience set out above. Save for Mr Lee and Mr Hew, our Directors
do not have prior experiences as directors of public listed companies in Singapore. However, they have
undertaken training and have been briefed on the roles and responsibilities of a director of a listed
company in Singapore. In accordance with Practice Note 4D of the Catalist Rules, our Directors (save for
Mr Lee and Mr Hew) will attend the prescribed mandatory training under Schedule 1 of Practice Note 4D
of the Catalist Rules within one (1) year form the date of admission of our Company to the Catalist.
None of our Independent Directors sits on the board of any of our subsidiaries. The list of past and
present directorships of our Directors over the last five (5) years up to the Latest Practicable Date is set
out below.
Name Present Directorships Past Directorships
Gouw Eng Seng Our Group Our Group

(i) Company None
Other Companies Other Companies

None None
Alice Yan Our Group Our Group

(i) Company None

(i) Kode 101 (partnership) None
Hew Koon Chan Our Group Our Group

(i) Company None

(i) ATXL Invest Pte. Ltd. (i) Declout Pte. Ltd. (formerly known
(ii) Ecowise Holdings Limited as DeClout Limited)
(iii) Far East Group Limited (ii) Livingstone Health Ltd. (formerly
(iv) Integer Capital Pte. Ltd. known as Ardmore Medical
(v) SEA Family Trust Pte. Ltd. Group Limited)
(vi) Shopper360 Limited (iii) Nordic Group Limited
(vii) SP Manufacturing Pte. Ltd. (iv) Plasmotech Pte Ltd
(v) Roxy-Pacific Holdings Limited
(vi) Tai Icon Sdn Bhd. (struck off
as at 25 July 2018)
Lee Yaw Loong Our Group Our Group

Francis
(i) Company None

(i) Alfra Resources Pte. Ltd. (i) Agrifert Malar Company Limited
(ii) Belle Tech Pte. Ltd. (Myanmar)
(iii) Granfill Pte. Ltd. (ii) Agrifert Trading Pte. Ltd.
(iii) Agrifert Vietnam Co. Ltd. (formerly
known as NewQuest Vietnam
Company Ltd)
161
(iv) Beng Kuang Marine Limited

(v) Foodprints Investments Pte. Ltd.
(vi) Foodprints Summit Pte. Ltd.
(vii) Hoe Seng F&B Enterprise
Pte. Ltd.
(viiii) Sekib Pte. Ltd.
(ix) Setia Holding Pte. Ltd.
(x) Tacit Pte. Ltd.
Salim Limanto Our Group Our Group

(i) Company (i) None
(i) PT DNS
(iii) PT DPAL

(i) None (i) Deli International
(ii) Global Credential Investment Pte.
Ltd. (struck off as at 4 October
2016)
(iii) Palmsphere Sdn. Bhd.
(iv) PT Deli Niaga Jaya
(v) RID
EXECUTIVE OFFICERS
Our Directors are assisted by an experienced and qualified team of Executive Officers (including our
Executive Directors) who are responsible for the various functions of our Group. The particulars of our
Executive Officer (who is not an Executive Director) as at the date of this Offer Document are set out
below:
Name Age Address Position
Yeo Tze Khern 47 c/o 144 Robinson Road #07-01 Chief Financial Officer
Robinson Square Singapore 068908
The business and working experience and areas of responsibility of our Executive Officer within our
Group are as follows:
Mr Yeo Tze Khern is the Chief Financial Officer of our Group and is responsible for the accounting and
financial functions of our Group.
Mr Yeo started his career as an auditor in Ernst & Young (Singapore) from 1999 to 2002. From 2002 to
2005, he was an audit manager in Ernst & Young Hua Ming (Beijing, China). Subsequently Mr Yeo joined
Lehmanbrown International Accounting (Shanghai, China) as a senior manager from 2005 to 2007. From
2007 to 2009, he was a Director at PKF International Accounting (Shanghai, China). From 2009 to 2018,
Mr Yeo acted as the Chief Financial Officer and company secretary of China Mining International Limited,
a company listed on the Main Board of SGX-ST. In 2018, Mr Yeo joined RID as the Chief Financial Officer
before he was subsequently transferred to our Company.
Mr Yeo graduated with a Bachelor of Business (Marketing) from Monash University, Australia in 1997 and
obtained a Master of Practising Accounting from Monash University, Australia in 1999. He is a Chartered
Accountant and a member of the Institute of Singapore Chartered Accountants, and fellows of CPA
Australia and the Hong Kong Institute of Certified Public Accountants. Mr Yeo is also a member of the
Singapore Institute of Directors.
Our Executive Officer has no familial relationship with any Director or Substantial Shareholder of our
Company.
162
There is no arrangement or understanding with any Substantial Shareholder, customer, supplier or other
person pursuant to which any of our Executive Officers was selected as an Executive Officer.
The list of past and present directorships of our Executive Officer (who is not an Executive Director) over
the last five (5) years up to the Latest Practicable Date is set out below:
Name Present Directorships Past Directorships
Yeo Tze Khern Our Group Our Group

(i) PT DNS (Commissioner) None
(ii) PT DPAL (Commissioner)
Other Companies
Other Companies
(i) China Mining Singapore Pte. Ltd.
None
SERVICE AGREEMENTS
On 22 April 2019 and 1 January 2019, our Company entered into separate service agreements with our
Executive Director and Chief Executive Officer, Mr Lee Yaw Loong Francis; and our Executive Director
and Chief Operating Officer, Mr Salim Limanto, respectively (each an “Executive”, for the purposes of
this section entitled “Directors, Executive Officers and Employees – Service Agreements” of this Offer
Document).
Term of Employment
Each Service Agreement is valid for an initial term of three (3) years (“Initial Term”) from the date
on which our Company is admitted to the Catalist of SGX-ST. Upon expiry of the Initial Term, the
employment of each Executive shall be automatically renewed for a further period of three (3) years.
Termination
The employment may be terminated without cause at any time by either party giving to the other party six
(6) months’ notice in writing (or such other period as may be mutually agreed), or in lieu of such notice,
an amount equivalent to six (6) months’ salary based on the last drawn salary of the Executive.
The employment shall automatically be terminated forthwith without any notice or payment in lieu of
notice if:
(a) the Executive becomes prohibited by law from being or ceases to be a Director of our Company for
any reason whatsoever;
(b) the Executive is (subject to certification by a qualified medical practitioner) or at the reasonable
opinion of the Board, may be suffering from a mental disorder; or
(c) the Executive is convicted of any criminal offence (save an offence under road traffic legislation for
which he is not sentenced to any term of immediate or suspended imprisonment) and sentenced to
any term of immediate or suspended imprisonment.
Our Company may also terminate the employment of the Executive forthwith without notice of payment in
lieu of notice if, in the reasonable opinion of our Board, the Executive:
(a) be guilty of any gross misconduct;
(b) fail to observe and perform any duties and responsibilities imposed by the Service Agreement or
which are imposed by law;
(c) neglect or refuse, without reasonable cause, to attend to the business of our Company or any other
Group Company;
163
(d) be convicted of any criminal offence and/or other offences which, in the opinion of our Board,
would affect his position or performance as an executive director and/or chief executive officer of
our Company;
(e) become bankrupt or has a receiving order made against him or makes any general composition
with his creditors;
(f) become permanently incapacitated under the circumstances set out in the Service Agreement by
accident or ill-health from performing his duties under the Service Agreement; or
(g) in the opinion of our Board, be likely to bring any Group Company or any of its officers or
employees into disrepute, in all cases whether or not in connection with or referable to his
employment.
At any time during the Executive’s appointment, our Company may terminate the Service Agreement
forthwith without any notice or payment in lieu of notice if the Executive, in the reasonable opinion of
our Board, shall fail to observe and perform any duties and responsibilities imposed by the Service
Agreement or which are imposed by law. In addition, our Company may, without prejudice to any remedy
which it may have against the Executive for the breach or non-performance of any of the provisions of
the respective Service Agreement, by notice to the Executive, terminate the Service Agreement if the
Executive otherwise acts in breach of the Service Agreement so as to materially prejudice the business of
our Company and/or any other Group Company.
Remuneration
Pursuant to the terms of the respective Service Agreements, our Executive Director and Chief Executive
Officer, and our Executive Director and Chief Operating Officer are entitled to receive a monthly salary of
S$20,000 and S$16,000 respectively. Our Executive Director and Chief Executive Officer’s remuneration
is in respect of his Service Agreement entered into with our Company, while our Executive Director and
Chief Operating Officer’s remuneration is in respect of his Service Agreement entered into with our
Company and also includes existing remuneration pursuant to the respective employment agreements
entered into with each of PT DPAL and PT DNS respectively. For the avoidance of doubt, our Executive
Director and Chief Operating Officer’s role and responsibilities in each of PT DPAL and PT DNS are in
respect of managing the day-to-day operations of such companies, whilst he assumes a strategic role
as the Executive Director of our Company. Our Company shall also pay to each Executive, at the end
of each calendar year, a fixed annual wage supplement of one month’s base salary. In addition, each
Executive shall be reimbursed all travelling, hotel, entertainment and other expenses reasonably and
properly incurred by the Executive in the performance of his duties under the Service Agreement.
Apart from the above, none of our Executives will be entitled to any annual profit sharing.
Non-Competition
Under the Service Agreement, the Executives shall be subject to the following non-compete obligations:
(a) during the period of his employment and within a period of 12 calendar months thereafter, in any
territory where our Company or any Group Company operates directly or indirectly, except with our
Company’s prior written consent:
(i) either on his own account or for any other person or in conjunction with or on behalf of any
other person, firm, or company, directly or indirectly solicit, interfere with or endeavour to
entice away from any Group Company any person who to his knowledge is now or has
been (A) a client, former client, agent, former agent, customer, former customer, supplier,
employee or former employee of, or in the habit of dealing with, any Group Company, (B) in
commercial negotiations with our Company or any Group Company with a view to placing
business with our Company or such Group Company or (C) visited by the Executive on
behalf of our Company or any Group Company for the purpose of ascertaining the possibility
of such person, firm or company doing business with our Company or such Group Company;
164
(ii) either alone or jointly with or as a shareholder, investor, director, officer, consultant, agent
for or employee of any person, directly or indirectly carry on or be engaged or concerned or
interested in any Competing Business;
(iii) act as a director or otherwise of any other person, firm or company, engaging directly or
indirectly in any Competing Business; and
(iv) either on his own account or in conjunction with or on behalf of any other person, firm, or
company, solicit or entice away, or attempt to solicit or entice away, from our Group any
person who was employed in an executive, technical or managerial capacity in our Group
at the date of termination of his employment whether or not such person would commit a
breach of his contract of employment by reason of leaving such employment;
(b) during the period of his employment and upon his ceasing to be Executive of our Company without
limit in point of time, directly or indirectly, except with our Company’s prior written consent:
(i) use the name Resources Global Development, PT Deli Niaga Sejahtera, PT Deli Pratama
Angkutan Laut or any colourable imitation thereof in connection with any business;
(ii) use any trade mark of any Group Company in connection with any business; and
(iii) use a name or trade mark in such a way as to be capable of being or likely to be confused
with the name or trade mark of any Group Company and shall use all reasonable endeavour
to procure that no such name or trade mark shall be used by any person, firm or company
with which he is connected; and
(c) in relation to trade secrets or other confidential information of our Group and its related
corporations, the Executive, shall at the request and cost of our Company, enter into a direct
agreement or undertaking with such related corporation whereby he shall accept restrictions to the
business, area and period as such related corporation may reasonably require for the protection of
its legitimate interests.
Had the Service Agreements been in place with effect from FY2018, our profit for FY2018 would have
been approximately S$3.2 million (instead of S$3.5 million) and profit for 1H2019 would have been
approximately S$57,000 (instead of a profit of S$0.2 million).
Save as disclosed above, other than for letters of employment entered into in the normal course of
business, there are no other existing or proposed service contracts entered into or to be entered into by
our Group with any of the Directors or Executive Officer which provides for compensation in the form of
stock options, pensions, retirement or other similar benefits, or other benefits, upon the termination of the
employment.
None of the Directors or Executive Officers is entitled to compensation in the form of stock options,
pensions, retirement or other similar benefits, or other termination benefits and/or payment, upon the
termination of the employment under their respective letters of employment.
Subject to the approvals of the Shareholders of our Company, the SGX-ST and other regulatory
authorities, where necessary, the Executives shall be eligible to participate in any other employee scheme
or plan implemented by our Company on such terms as may be determined by our Remuneration
Committee at its sole and absolute discretion.
165
REMUNERATION OF DIRECTORS, EXECUTIVE OFFICERS AND RELATED EMPLOYEES

Directors and Executive Officers
The compensation paid to our Directors and Executive Officers (including benefits-in-kind, directors’ fees
and bonuses) on an aggregate basis for services rendered to us during FY2017 and FY2018 and the
estimated compensation to be paid for FY2019 are set out in the following remuneration bands(1):
Name FY2017 FY2018 FY2019

(estimated)
Directors
Gouw Eng Seng –(2) –(2) A
(2) (2)
Alice Yan – – A
(2) (2)
Hew Koon Chan – – A
(2) (2)
Lee Yaw Loong Francis – – A(3)
Salim Limanto A A B
Executive Officers
Yeo Tze Khern –(2) A A
Notes:
(1) Band “A” refers to remuneration of up to S$250,000 per annum. Band “B” refers to remuneration of between S$250,001 to
S$500,000 per annum.
(2) Not appointed or employed by our Group during the relevant periods.
(3) Mr Lee Yaw Loong Francis, our Executive Director and CEO joined our Group in July 2019.
Save as disclosed under this section, no compensation was paid to any of our Directors or Executive
Officers in FY2017 or FY2018, and no compensation is expected to be paid to any of our Directors
or Executive Officers in FY2019 pursuant to any bonus or profit-sharing plan or any other profit-linked
agreement or arrangement.
As at the date of this Offer Document, save for the RGD ESOS and RGD PSP, no compensation has
been paid or will be paid in the form of stock options or shares to any of our Directors, Executive Officers
or employees.
As at the Latest Practicable Date, other than the amounts set aside or accrued as required for
compliance with the applicable laws in Singapore and Indonesia, we have not set aside or accrued any
amounts to provide for pension, retirement or similar benefits for our employees.
Related Employees
Family relationships among our employees, Directors and Executive Officer
As at the Latest Practicable Date, none of our full-time employees are immediate family members of our
Directors and/or CEO.
Family relationships among persons with interests in our Shares

Certain of our Founding Shareholders, namely Mr Juhadi, Mr Djunaidi Hardi, Mr Arifin Ang and Mr Limas
Ananto, are siblings. As at the Latest Practicable Date, Mr Juhadi, Mr Arifin Tan and Mr Djunaidi Hardi are
deemed to be interested in 100.0% of the shares in our Company.
Mr Salim Limanto, our Executive Director and Chief Operating Officer, is the son of Mr Djunaidi Hardi,
and the nephew of each of Mr Juhadi, Mr Arifin Ang and Mr Limas Ananto.
166
Save for Mr Limanto as disclosed above, none of our Directors and Executive Officer has any familial
relationship with each other or with any of our Substantial Shareholders.
The remuneration of employees who are related to our Directors, CEO and/or Substantial Shareholders,
if any, will be reviewed annually by our Remuneration Committee to ensure that their remuneration
packages is in line with our employee remuneration guidelines and commensurate with their respective
job scopes and levels of responsibilities. In line with the Code of Corporate Governance, our Company
shall disclose in our annual report, in bands no wider than S$100,000, details of the remuneration of
any employee who is our Substantial Shareholder or an immediate family member (as defined in the
Catalist Rules) of our Directors, CEO and/or Substantial Shareholders, and whose remuneration exceeds
S$100,000 during the relevant financial year; and such employee’s relationship with our relevant Director,
CEO and/or Substantial Shareholder. Any bonuses, pay increases and/or promotions for these related
employees will also be subject to the review and approval of our Remuneration Committee. In addition,
any employment of related employees and the proposed terms of their employment will also be subject to
the review and approval of our Nominating Committee. In the event that a member of our Remuneration
Committee or Nominating Committee is related to the employee under review, he will abstain from
participating in the review.
EMPLOYEES
As at the Latest Practicable Date, we employed a total workforce of 151 full-time employees and vessel
crew, all of whom are located in Indonesia and Singapore. We enter into employment contracts ranging
from 6 months to 12 months with each of our vessel crew. Such contracts are typically renewed towards
the end of each contract tenure and there is generally no restrictions on the number and frequency of
such contract renewals. Save for our vessel crew, we do not employ a significant number of temporary
or part-time employees and do not experience any significant seasonal fluctuation in the number of
employees.
During the Period Under Review and up to the Latest Practicable Date, there has not been any incidence
of work stoppages or labour disputes which materially affected our operations.
A breakdown of the number of employees of our Group by business functions as at the end of each of
FY2016, FY2017, FY2018 and 1H2019 and as at the Latest Practicable Date is as follows:
As at 31 As at 31 As at 31 As at 30 As at the
December December December June 2019 Latest
2016 2017 2018 Practicable
Date
Management(1)(2) 1 1 1 2 3
Sales and Marketing – – – 3 2
Operations and Quality Assurance 3 2 2 4 4
Finance 2 3 3 9 8
Admin / Human Resources 2 2 8 10 10
Vessel crew 61 64 71 116 124
Total 69 72 85 144 151
Notes:
(1) Management refers to our Executive Directors and Executive Officer.
(2) Mr Lee Yaw Loong Francis, our Executive Director and CEO joined our Group in July 2019.
167
Our employees mainly comprise back-office staff located in Jakarta and Singapore, and our vessel crew
who are based in South Kalimantan, Indonesia. None of our employees are covered by any collective
bargaining agreements and are not members of any labour union. Our management believes that our
relationship with our employees has been good and is expected to continue to remain so in the future.
The increase in the number of employees in the course of the Relevant Period was in line with our
Group’s expansion plans and to support the growth of our Coal Trading Business and Coal Shipping
Services.
A breakdown of the number of employees of our Group by geography as at the end of each of FY2016,
FY2017, FY2018, 1H2019 and as at the Latest Practicable Date is as follows:
As at 31 As at 31 As at 31 As at 30 June As at the
December December December 2019 Latest
2016 2017 2018 Practicable
Date
Singapore – – – 3 4
Indonesia 69 72 85 141 147
Total 69 72 85 144 151
168
RGD ESOS
On 23 December 2019, our Shareholder approved a share option scheme known as the RGD Employee
Share Option Scheme (the “RGD ESOS”), the rules of which are set out in Appendix J entitled “Rules
of the RGD ESOS” of this Offer Document. The RGD ESOS complies with the relevant rules as set out
in Chapter 8 of the Catalist Rules. The RGD ESOS will provide eligible participants with an opportunity
to participate in the equity of our Company and to motivate them towards better performance through
increased dedication and loyalty. The RGD ESOS, which forms an integral and important component of a
compensation plan, is designed to primarily reward and retain executive directors, non-executive directors
and employees whose services are vital to our well-being and success. As at the Latest Practicable Date,
no options have been granted under the RGD ESOS.
Objectives of the RGD ESOS

The objectives of the RGD ESOS are as follows:
1. to motivate participants to optimise their performance standards and efficiency and to maintain a
high level of contribution to our Group;
2. to retain key employees and directors whose contributions are essential to the long-term growth
and profitability of our Group;
3. to instill loyalty to, and a stronger identification by participants with the long-term prosperity of, our
Group;
4. to attract potential employees with relevant skills to contribute to our Group and to create value for
our Shareholders; and
5. to align the interests of participants with the interests of our Shareholders.
Unlike the Awards granted under the RGD PSP, the RGD ESOS is designed to provide eligible
participants with an opportunity to participate in the equity of our Group through the grant of Options,
and to motivate them towards better performance through increased dedication and loyalty. The reason
for having the RGD ESOS in addition to the RGD PSP is to provide our Group with greater flexibility in
structuring the compensation packages of eligible participants and providing an additional tool to motivate
and retain employees through the offering of compensation packages that are market-competitive. Please
refer to the section entitled “RGD PSP” of this Offer Document for details on the RGD PSP.
Summary of the RGD ESOS

A summary of the rules of the RGD ESOS is set out as follows:
1. Participants
Under the rules of the RGD ESOS, Executive Directors and employees of our Group and
our associated companies (“Group Employees”) and Non-Executive Directors (including our
Independent Directors) of our Group, are eligible to participate in the RGD ESOS. 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 Catalist Rules) over such associated company.
Group Employees and Non-Executive Directors (including our Independent Directors) of our Group
who are also Controlling Shareholders or Associates of such Controlling Shareholders are also
eligible to participate in the RGD ESOS, subject to independent Shareholders’ approval for each
grant to such a person.
Successful applicants for the Placement Shares under the Placement, by subscribing for such
shares, agree that the participation by our Group Employees and Non-Executive Directors
(including our Independent Directors) of our Group, including those who are also Controlling
Shareholders or Associates of such Controlling Shareholders, shall not require shareholders’
approval.
169
RGD ESOS
2. Scheme administration
The RGD ESOS shall be administered by our Remuneration Committee with powers to determine,
inter alia, the following:
a) persons to be granted Options;
b) number of Options to be granted; and
c) recommendations for modifications to the RGD ESOS.
Our Remuneration Committee may consist of Directors (including Directors or persons who may
be participants of the RGD ESOS). A member of our Remuneration Committee who is also a
participant of the RGD ESOS must not be involved in its deliberation in respect of Options granted
or to be granted to him.
3. Size of the RGD ESOS

The aggregate number of Shares over which our Remuneration Committee may grant Options
on any date, when added to the number of Shares issued and issuable or transferred and to be
transferred in respect of all Options granted under the RGD ESOS and the number of Shares
issued and issuable or transferred and to be transferred in respect of all Options or awards 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 immediately preceding the date on which an offer to grant an option is made.
Our Company believes that this 15% limit gives our Company sufficient flexibility to decide the
number of Option Shares to offer to existing and new Group Employees. The number of eligible
participants is expected to grow over the years. Our Company, in line with its goals of ensuring
sustainable growth, is constantly reviewing its position and considering the expansion of its talent
pool which may involve employing new Group Employees. The employee base, and thus the
number of eligible participants, will increase as a result. If the number of Options available under
the RGD ESOS is limited, our Company may only be able to grant a small number of Options to
each eligible participant which may not be a sufficiently attractive incentive. Our Company is of
the opinion that it should have sufficient number of Options to offer to new Group Employees as
well as to existing ones. The number of Options offered must also be significant enough to serve
as a meaningful reward for contributions to our Group. However, it does not necessarily mean that
our Remuneration Committee will definitely issue Option Shares up to the prescribed limit. Our
Remuneration Committee shall exercise its discretion in deciding the number of Option Shares
to be granted to each Group Employee, which will depend on the performance and value of our
Group Employee.
4. Maximum entitlements
The aggregate number of Shares comprised in any Options to be offered to a grantee shall be
determined at the absolute discretion of our Remuneration Committee, which shall take into
account (where applicable) criteria such as rank, past performance, years of service and potential
for future development of that grantee.
5. Options, exercise period and exercise price

The Options that are granted under the RGD ESOS may have exercise prices that are, at our
Remuneration Committee’s discretion, set at a price (the “Market Price”) equal to the average of
the last dealt prices for a Share on the official list of the SGX-ST for the five (5) consecutive market
days immediately preceding the date on which an offer to grant an Option is made or at a discount
to the Market Price (subject to a maximum discount of 20%). Options which are fixed at the Market
Price (“Market Price Option”) may be exercised after the first anniversary of the date on which an
offer to grant that Option is made while Options exercisable at a discount to the Market Price may
be exercised after the second anniversary from the date on which an offer to grant that Option is
made (“Incentive Option”). Options granted under the RGD ESOS will have a life span of up to 10
years.
170
RGD ESOS
6. Grant of options
Under the rules of the RGD ESOS, there are no fixed periods for the grant of Options. As such,
offers of the grant of Options may be made at any time from time to time at the discretion of our
Remuneration Committee. However, no Option shall be granted during the period of 30 days
immediately preceding the date of announcement of our Company’s interim or final results (as the
case may be). In addition, in the event that an announcement on any matter of an exceptional
nature involving unpublished price sensitive information is imminent, offers may only be made on or
after the third market day from the date on which the aforesaid announcement is made.
7. Termination of options
Special provisions in the rules of the RGD ESOS deal with the lapse or earlier exercise of Options
in circumstances which include the termination of the participant’s employment in our Group, the
bankruptcy of the participant, the death of the participant, a take-over of our Company, and the
winding-up of our Company.
8. Acceptance of options
The grant of Options shall be accepted within 30 days from the date of the offer. Offers of Options
made to grantees, if not accepted before the closing date, will lapse. Upon acceptance of the offer,
the grantee must pay our Company a consideration of S$1.00.
9. Rights of shares arising

Subject to the prevailing legislation, our Company will deliver Shares to participants upon exercise
of their Options by way of either (i) an issue 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 exercise of their Options, 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.
The financial effects of the above methods are discussed below.
Shares arising from the exercise of Options are subject to the provisions of the Constitution of our
Company. Shares allotted and issued, and existing Shares procured by our Company for transfer,
upon the exercise of an Option shall rank pari passu in all respects with the then existing issued
Shares, save for any dividends, rights, allotments or distributions, the record date (“Record Date”)
for which is prior to the relevant exercise date of the Option. “Record Date” means the date as
at the close of business on which Shareholders must be registered in order to participate in any
dividends, rights, allotments or other distributions (as the case may be).
10. Duration of the RGD ESOS

The RGD ESOS shall continue in operation for a maximum duration of 10 years and may be
continued for any further period thereafter with the approval of our Shareholders by ordinary
resolution in general meeting and of any relevant authorities which may then be required.
11. Abstention from voting

Shareholders who are eligible to participate in the RGD ESOS are to abstain from voting on any
Shareholders’ resolution relating to the RGD ESOS 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. In particular, all Shareholders who are eligible to participate in the RGD ESOS shall
abstain from voting on the following resolutions, where applicable: (a) implementation of the RGD
ESOS; (b) the maximum discount which may be given in respect of any Option; and (c) grant of
Options to Controlling Shareholders and their Associates.
171
RGD ESOS
12. Alteration of Capital

If a variation in the issued share capital of our Company (whether by way of a capitalisation of
profits or reserves or rights issue or reduction, subdivision, consolidation or distribution, or
otherwise howsoever) should take place, then:
(a) the Exercise Price in respect of the Shares comprised in the Option to the extent
unexercised; and/or
(b) the class and/or number of Shares comprised in the Option to the extent unexercised and
the rights attached thereto; and/or
(c) the maximum entitlement in any one Financial Year; and/or
(d) the class and/or number of Shares in respect of which additional Options may be granted to
Participants,
may, at the option of our Remuneration Committee, be adjusted in such manner as our
Remuneration Committee may determine to be appropriate, including retrospective adjustments,
where such variation occurs after the date of exercise of an Option but the Record Date relating to
such variation precedes such date of exercise and, except in relation to a capitalisation issue, upon
the written confirmation of our Company’s auditors (acting only as experts and not as arbitrators),
that in their opinion, such adjustment is fair and reasonable.
For the avoidance of doubt, the issue of securities as consideration for an acquisition of any
assets by our Company 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, in
accordance with the Catalist Rules, undertaken by our Company on the SGX-ST during the period
when a share repurchase mandate granted by our Shareholders (including any renewal of such
mandate) is in force, will not be regarded as a circumstance requiring adjustment.
Grant of Options with a discounted exercise price

The ability to offer Options to participants of the RGD ESOS with exercise prices set at a discount to
the prevailing market prices of the Shares will operate as a means to recognise the performance of
participants as well as to motivate them to continue to excel while encouraging them to focus more on
improving the profitability and return of our Group above a certain level which will benefit all Shareholders
when these are eventually reflected through share price appreciation. The RGD ESOS will also serve to
recruit new Group Employees whose contributions are important to the long-term growth and profitability
of our Group. Incentive Options would be perceived in a more positive light by the participants, inspiring
them to work hard and produce results in order to be offered Options at a discount as only Group
Employees who have made outstanding contributions to the success and development of our Group
would be granted Options at a discount.
At present, our Company foresees that Options may be granted with a discount principally in the following
circumstances:
(a) Firstly, where it is considered more effective to reward and retain talented Group Employees
by way of a discounted price Option rather than a Market Price Option. This is to reward the
outstanding performers who have contributed significantly to our Group’s performance and the
Incentive Option serves as additional incentives to such Group Employees. Options granted by
our Company on the basis of market price may not be attractive and realistic in the event of an
overly buoyant market and inflated share prices. Hence, during such period, the ability to offer
such Options at a discount would allow our Company to grant Options on a more realistic and
economically feasible basis. Furthermore, Options granted at a discount will give an opportunity to
Group Employees to realise some tangible benefits even if external events cause the share price to
remain largely static.
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(b) Secondly, where it is more meaningful and attractive to acknowledge a participant’s achievements
through an Incentive Option rather than paying him a cash bonus. For example, Options granted at
a discount may be used to compensate Group Employees and to motivate them during economic
downturns when wages (including cash bonuses and annual wage supplements) are frozen or
cut, or they could be used to supplement cash rewards in lieu of larger cash bonuses or annual
wage supplements. Accordingly, it is possible that merit-based cash bonuses or rewards may
be combined with grants of Market Price Options or Incentive Options, as part of eligible Group
Employees’ compensation packages. The RGD ESOS will provide Group Employees with an
incentive to focus more on improving the profitability of our Group thereby enhancing shareholder
value when these are eventually reflected through the price appreciation of the Shares after the
vesting period.
(c) Thirdly, where due to speculative forces and having regard to the historical performance of the
Share price, the market price of the Shares at the time of the grant of the Options may not be
reflective of financial performance indicators such as return on equity and/or earnings growth.
Our Remuneration Committee will have the absolute discretion to grant Options where the exercise price
is discounted, to determine the level of discount (subject to a maximum discount of 20% of the Market
Price) and the grantees to whom, and the Options to which, such discount in the exercise price will apply
provided that our Shareholders in general meeting shall have authorised, in a separate resolution, the
making of offers and grants of Options under the RGD ESOS at a discount not exceeding the maximum
discount as aforesaid.
In deciding whether to give a discount and the quantum of such discount (subject to the aforesaid limit),
our Remuneration Committee will have regard to the financial and other performance of our Company
and our Group, the years of service and individual performance of the grantee, the contribution of the
grantee to the success and development of our Group and the prevailing market conditions.
Our Company may also grant Options without any discount to the market price. Additionally, our
Company may, if it deems fit, impose conditions on the exercise of the Options (whether such Options are
granted at the market price or at a discount to the market price), such as restricting the number of Shares
for which the Option may be exercised during the initial years following its vesting.
Rationale for participation of Group Employees and Non-Executive Directors (including our
Independent Directors) of our Group in the RGD ESOS
The extension of the RGD ESOS to Group Employees 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. At this juncture, our Group does not have any associated companies. However,
our Group may from time to time enter into joint ventures or strategic alliances with other parties in the
course of business, in which case our Group may wish to extend the RGD ESOS to the employees of
such associated companies. Our Group will ensure it has control over any such associated companies
prior to extending the RGD ESOS to such person(s).
We believe that the RGD ESOS 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 to contribute towards the long-term growth of our Group.
Although our Non-Executive Directors are not involved in the day-to-day running of our Group’s
business, they nonetheless play an invaluable role in furthering the business interests of our Group by
contributing their experience and expertise. The participation by our Non-Executive Directors in the RGD
ESOS 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.
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In order to minimise any potential conflicts of interest and not to compromise the independence of our
Non-Executive Directors, our Company intends to grant only a nominal number of Options under the RGD
ESOS to such Non-Executive Directors.
Rationale for participation of Controlling Shareholders and their Associates in the RGD ESOS
Although the Controlling Shareholders and their Associates already have shareholding interests in our
Company, our Directors are of the view that they should be provided an opportunity to participate in the
RGD ESOS as they have contributed significantly to the growth and performance of our Group, and the
opportunity to participate therein will further motivate and encourage them to continue expending great
energies towards the success of our Group. Options, unlike cash bonuses, will additionally encourage
such Controlling Shareholders and their Associates to take a long-term view of our Group, and will
motivate them towards improving the return on equity as this will affect the amount of benefit that they will
ultimately derive from their participation in the RGD ESOS. It is in the long-term interests of our Company
to ensure that these Controlling Shareholders and their Associates who are actively contributing to our
Group be incentivised to remain in and contribute to the growth and development of our Group. Their
continued contribution will benefit our Group.
Financial effects of the RGD ESOS

The RGD ESOS will increase our issued share capital to the extent of the new Shares that will be issued
and allotted pursuant to the exercise of Options. Under the Financial Reporting Standard 102 on Share-
based Payment (“FRS 102”), the fair value of employee services received in exchange for the grant of the
Options would be recognised as an expense. For equity-settled share-based payment transactions, the
total amount to be expensed in the income statement over the vesting period is determined by reference
to the fair value of each Option granted at the grant date and the number of Options vested by vesting
date, with a corresponding increase in equity.
Before the end of the vesting period, at each balance sheet date, the entity revises its estimates
of the number of Options that are expected to vest by the vesting date and recognises the impact of
this revision in the income statement with a corresponding adjustment to equity. After the vesting date,
no adjustment to the income statement would be made. The proceeds net of any directly attributable
transaction costs are credited to the share capital when the Options are exercised.
During the vesting period, the consolidated earnings per share would be reduced by both the expenses
recognised and the potential ordinary shares to be issued under the share Option scheme. When the
Options are exercised, the consolidated NTA will be increased by the amount of cash received for
exercise of the Options. On a per share basis, the effect is accretive if the exercise price is above the net
tangible assets per share but dilutive otherwise.
There will be no cash outlay expended by us at the time of grant of such Options as compared to the
payment of cash bonuses. However, as Shareholders may be aware, any Options granted to subscribe
for new shares (whether the exercise price is set at the market price of the shares at the date of grant or
otherwise) have a fair value at the time of grant. The fair value of an Option is an estimate of the amount
that a willing buyer would pay a willing seller for the Option on the grant date. Options are granted to
participants at a nominal consideration of S$1.00. Insofar as such Options are granted at a consideration
that is less than their fair value at the time of grant, there will be a cost to our Company in that we will
receive from the participant upon the grant of the Option a consideration that is less than the fair value of
the option.
The following sets out the financial effects of the RGD ESOS.
(i) Share capital

The RGD ESOS will result in an increase in our Company’s issued share capital when new Shares
are issued to participants. The number of new Shares issued will depend on, inter alia, the size
of the Options granted under the RGD ESOS. Whether and when the Options granted under the
RGD ESOS will be exercised will depend on the exercise price of the Options, when the Options
will vest, as well as the prevailing trading price of the Shares. In any case, the RGD ESOS provides
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that the number of Shares to be issued or transferred under the RGD ESOS, 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, will be subject to the maximum limit of
15% of our Company’s total number of issued Shares (excluding Shares held by our Company as
treasury shares) from time to time. If instead of issuing new Shares to participants, existing Shares
are purchased for delivery to participants, the RGD ESOS will have no impact on our Company’s
issued share capital.
(ii) NTA
As described in paragraph (iii) below on EPS, the grant of Options will be recognised as an
expense, the amount of which will be computed in accordance with FRS 102. When new Shares
are issued pursuant to the exercise of Options, there would be no effect on the NTA due to the
offsetting effect of expenses recognised and the increase in share capital. However, if instead of
issuing new Shares to participants, existing Shares are purchased for delivery to participants, the
NTA would be impacted by the cost of the Shares purchased.
(iii) EPS
Without taking into account earnings that may be derived by our Company from the use of the
proceeds from the issuance of Shares pursuant to the exercise of Options granted under the RGD
ESOS, any new Shares issued pursuant to any exercise of the Options will have a dilutive impact
on our Company’s EPS.
(iv) Dilutive impact

The issuance of new Shares under the RGD ESOS will have a dilutive impact on our consolidated
EPS.
We have made an application to the SGX-ST for permission to deal in and for the listing and quotation of
the Option Shares which may be issued upon the exercise of the Options to be granted under the RGD
ESOS. The approval of the SGX-ST is not to be taken as an indication of the merits of our Company, our
subsidiaries, our Shares, the Placement Shares, the Option Shares or the Award Shares.
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RGD PSP
On 23 December 2019, our Shareholder approved a share scheme known as the RGD Performance
Share Plan (the “RGD PSP”), the rules of which are set out in Appendix K entitled “Rules of the RGD
PSP” of this Offer Document. The RGD PSP complies with the relevant rules as set out in Chapter 8 of
the Catalist Rules.
Rationale for the RGD PSP

Our Directors have implemented the RGD PSP to increase our Company’s flexibility and effectiveness
in its continuing efforts to reward, retain and motivate Group Employees and Non-Executive Directors
to achieve increased performance. Our Directors believe that, in addition to the RGD ESOS, the RGD
PSP will further strengthen our Company’s competitiveness in attracting and retaining superior local and
foreign talent.
The RGD PSP allows our Company to target specific performance objectives (for example, benchmarking
performance against market conditions, which may include the performance of our Company’s share
price during the performance period, and against non-market conditions, including but not limited to level
of positive customer feedback, our Group’s safety record, our Group’s timeliness and responsiveness in
dealing with customers’ requirements and our compliance track record) and to provide an incentive for
participants to achieve these targets. Our Directors believe that the RGD PSP will provide our Company
with a flexible approach to provide performance incentives to our Group Employees 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.
Operation of the RGD PSP

Awards granted under the RGD PSP will be principally performance-based, incorporating an element of
stretched targets for senior executives and significantly stretched targets for key senior management and
Non-Executive Directors aimed at delivering long-term shareholder value.
The RGD 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 RGD PSP
will be an effective tool in motivating senior executives, key senior management and Non-Executive
Directors to work towards stretched goals.
The RGD PSP contemplates the award of fully paid Shares, when and after pre-determined performance
or service conditions are accomplished.
A participant’s award under the RGD PSP will be determined at the sole discretion of our Remuneration
Committee. In considering an award to be granted to a participant who is a Group Employee, our
Remuneration Committee may take into account, inter alia, the participant’s capability, creativity,
entrepreneurship, innovativeness, scope of responsibility and skills set. 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.
Awards granted under the RGD 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. Performance targets set by our Remuneration Committee are
intended to 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 Company’s corporate key performance indicators.
Under the RGD 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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RGD PSP
Maximum Limits on Shares

In order to reduce the dilutive impact of the RGD PSP, the maximum number of Shares issuable or to be
transferred by our Company under the RGD 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, will be 15% of our Company’s total number of issued Shares (excluding Shares held by our
Company as treasury shares) from time to time.
Summary of RGD PSP

A summary of the rules of the RGD PSP is set out as follows:
1. Eligibility
Group Employees who have attained the age of 21 years and 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, shall be eligible to participate in the RGD 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 Catalist Rules) over the associated company.
Controlling Shareholders of our Company or Associates of such Controlling Shareholders are also
eligible to participate in the RGD PSP, subject to independent Shareholders’ approval for each
grant to such a person.
Successful applicants for the Placement Shares under the Placement, by subscribing for such
shares, agree that the participation by Controlling Shareholders of our Company or Associates of
such Controlling Shareholders, shall not require shareholders’ approval.
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 RGD 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, his 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.
4. Details of Awards
Our Remuneration Committee shall decide, in relation to each award to be granted to a participant:
(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;
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RGD PSP
(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; and
(e) any other condition which our Remuneration Committee may determine in relation to that
Award.
Our Remuneration Committee may consist of Directors (including Directors or persons who may be
participants of the RGD PSP). A member of our Remuneration Committee who is also a participant
of the RGD PSP must not be involved in its deliberation in respect of awards granted or to be
granted to him.
5. 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.
6. Events Prior to Vesting

Special provisions for the vesting and lapsing of Awards apply in certain circumstances including
the following:
(a) the misconduct on the part of a participant as determined by our Remuneration Committee
in its discretion;
(b) the participant ceasing to be in the employment of our Group for any reason whatsoever
(other than as specified in paragraph (e) below);
(c) an order being made or a resolution passed for the winding-up of our Company on the basis,
or by reason, of its insolvency;
(d) the bankruptcy of a participant or the happening of any other event which results in his being
deprived of the legal or beneficial ownership of the Award;
(e) the participant ceases to be in the employment of our Group by reason of:
(i) ill health, injury or disability (in each case, evidenced to the satisfaction of our
Remuneration Committee);
(ii) redundancy;
(iii) retirement at or after the legal retirement age;
(iv) retirement before the legal retirement age with the consent of our Remuneration
Committee;
(v) the company by which he is employed or to which he is seconded, as the case may
be, ceasing to be a company within our Group, or the undertaking or part of the
undertaking of such company being transferred otherwise than to another company
within our Group, as the case may be; or
(vi) any other event approved by our Remuneration Committee;
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RGD PSP
(f) any other event approved by our Remuneration Committee; or
(g) a take-over, reconstruction or amalgamation of our Company or an order being made or a

resolution passed for the winding-up of our Company (other than as provided in paragraph
(c) above or for amalgamation or reconstruction).
Upon the occurrence of any of the events specified in paragraphs (a), (b) and (c), an Award then
held by a participant shall, subject as provided in the rules of the RGD 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 (d), (e) and (f) 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 events specified in paragraph (g) 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.
7. Size and Duration of the RGD PSP

The total number of Shares which may be issued or transferred pursuant to Awards granted under
the RGD PSP, when aggregated with the aggregate number of Shares over which options are
granted under any other share option schemes of our Company, shall not exceed 15% of the total
number issued Shares (excluding Shares held by our Company as treasury shares) from time to
time.
The RGD 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 RGD PSP is adopted by
our Company in general meeting, provided always that the RGD 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 RGD PSP, any awards made to participants prior
to such expiry or termination will continue to remain valid.
8. Operation of the RGD PSP

Subject to the prevailing legislation, our Company will deliver Shares to participants upon vesting of
their Awards by way of either (a) an issue of new Shares; or (b) 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.
The financial effects of the above methods are discussed below.
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RGD PSP
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 RGD PSP are to abstain from voting on any
Shareholders’ resolution relating to the RGD PSP and should not accept nominations as proxy or
is to be cast. In particular, all Shareholders who are eligible to participate in the RGD PSP shall
abstain from voting on the following resolutions, where applicable: (a) implementation of the RGD
PSP; and (b) grant of Awards to Controlling Shareholders and their Associates.
Adjustments and Alterations under the RGD PSP

The following describes the adjustment events under, and provisions relating to alterations of, the RGD
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:
(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 over which future Awards may be granted under the RGD
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 issue 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 our 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
Company’s auditors (acting only as experts and not as arbitrators) to be in their opinion, fair and
reasonable.
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RGD PSP
2. Modifications or alterations to the RGD PSP

The RGD 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 RGD 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 RGD PSP.
No alteration shall be made to particular rules of the RGD PSP to the advantage of the holders of
the Awards except with the prior approval of Shareholders in general meeting.
Rationale for participation of Group Employees and Non-Executive Directors (including our
Independent Directors) of our Group in the RGD PSP
The extension of the RGD PSP to Group Employees 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 Group Employees who have made and who continue to make significant contributions to
the long-term growth of our Group. At this juncture, our Group does not have any associated companies.
However, our Group may from time to time enter into joint ventures or strategic alliances with other
parties in the course of business, in which case our Group may wish to extend the RGD PSP to the
employees of such associated companies. Our Group will ensure it has control over any such associated
companies prior to extending the RGD ESOS to such person(s).
We believe that the RGD 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 our Non-Executive Directors are not involved in the day-to-day running of our Group’s
business, they, nonetheless, play an invaluable role in furthering the business interests of our Group by
contributing their experience and expertise. The participation by our Non-Executive Directors in the RGD
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 conflicts of interest and not to compromise the independence of our
Non-Executive Directors, our Company intends to grant only a nominal number of Awards under the RGD
PSP to such Non-Executive Directors.
Rationale for participation of Controlling Shareholders and their Associates in the RGD PSP
Although the Controlling Shareholders and their Associates already have shareholding interests in our
Company, our Directors are of the view that they should be provided an opportunity to participate in
the RGD PSP as they have contributed significantly to the growth and performance of our Group, and
the opportunity to participate therein will further motivate and encourage them to continue expending
great energies towards the success of our Group. Awards will additionally encourage such Controlling
Shareholders and their Associates to achieve performance targets as this will affect the amount of benefit
that they will ultimately derive from their participation in the RGD PSP. It is in the long-term interests
of our Company to ensure that these Controlling Shareholders and their Associates who are actively
contributing to our Group be incentivised to remain in and contribute to the growth and development of
our Group. Their continued contribution will benefit our Group.
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RGD PSP
Financial effects of the RGD PSP

The RGD PSP is considered a share-based payment that falls under FRS 102 where 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 the income statement over the period between the grant date and the vesting
date of an Award. The fair value per share of the Awards granted will be determined using an option
pricing model. The significant inputs into the option pricing model will include, inter alia, the share price
as at the date of grant of the Award, the risk-free interest rate, the vesting period, volatility of the share
and dividend yield. 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 revised, and the impact of the revised estimate is recognised in the income statement with a
corresponding adjustment to the reserve account. After the vesting date, no adjustment to the charge to
the income statement is made.
The amount charged to the income statement also depends on whether or not the performance target
attached to an Award is measured by reference to the market price of the Shares. This is known as a
market condition. If the performance target is a market condition, the probability of the performance target
being met is taken into account in estimating the fair value of the Award granted at the grant date, and
no adjustments to the amounts charged to the income statement are made whether or not the market
condition is met. However, if the performance target is not a market condition, the fair value per share
of the Awards granted at the grant date is used to compute the amount to be charged to the income
statement at each accounting date, based on an assessment by our Chief Financial Officer 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 cumulative charge to the income
statement if the Awards do not ultimately vest.
The following sets out the financial effects of the RGD PSP.
(a) Share capital

The RGD PSP will result in an increase in our Company’s issued share capital when new Shares
are issued to participants. The number of new Shares issued will depend on, inter alia, the size
of the Awards granted under the RGD PSP. In any case, the RGD PSP provides that the number
of Shares to be issued or transferred under the RGD 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% of our Company’s total number of issued
Shares (excluding Shares held by our Company as treasury shares) from time to time. If instead of
issuing new Shares to participants, existing Shares are purchased for delivery to participants, the
RGD PSP will have no impact on our Company’s issued share capital.
(b) NTA
As described in paragraph (c) below on EPS, the RGD PSP is likely to result in a charge to our
Company’s income statement 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 RGD PSP, there would be no effect on the NTA due to the offsetting effect of
expenses recognised and the increase in share capital. However, if instead of issuing new Shares
to participants, existing Shares are purchased for delivery to participants, the NTA would be
impacted by the cost of the Shares purchased. It should be noted that the delivery of Shares to
participants under the RGD PSP will generally be contingent upon the eligible participants meeting
prescribed performance targets and conditions.
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RGD PSP
(c) EPS
The RGD PSP is likely to result in a charge to earnings 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 RGD 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 RGD PSP will have a dilutive impact on our consolidated
EPS.
We have made an application to the SGX-ST for permission to deal in and for the listing and quotation
of the Award Shares which may be issued upon the release of the share awards to be granted under the
RGD PSP. The approval of the SGX-ST is not to be taken as an indication of the merits of our Company,
our subsidiaries, our Shares, the Placement Shares, the Option Shares or the Award Shares.
Disclosures in Annual Reports

Our Company will make such disclosures in our annual report for so long as the RGD ESOS and/or RGD
PSP continues in operation as from time to time required by the Catalist Rules including the following
(where applicable):
(a) the names of the members of our Remuneration Committee administering the RGD ESOS and
RGD PSP;
(b) in respect of the following participants of the RGD ESOS and RGD PSP:
(i) Directors of our Company;
(ii) Controlling Shareholders of our Company and their Associates; and
(iii) participants (other than those in paragraph (i) and (ii) above) who have received Shares
pursuant to the exercise of Options under the RGD ESOS and release of Awards granted
under the RGD PSP which, in aggregate, represent 5% or more of the aggregate of the total
number of Shares available under the RGD ESOS or RGD PSP,
the following information:
(y) in the case of the RGD ESOS, the information required in the table below; and
Name of Options granted Aggregate Aggregate Aggregate

participant during financial Options granted Options Options
year under review since exercised since outstanding as
(including terms) commencement commencement at end of financial
of the RGD ESOS of the RGD ESOS year under review
to end of financial to end of financial
year under review year under review
(z) in the case of the RGD PSP, the name of the participant and the number of new Shares
issued and the number of existing Shares transferred to such participant during the financial
year under review;
(c) in respect of the RGD ESOS, the number and proportion of Options granted at the following
discounts to the market price in the financial year under review:
(i) options granted at up to 10% discount; and
(ii) options granted at between 10% but not more than 20% discount; and
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RGD PSP
(d) in respect of the RGD PSP, the following information:
(i) the aggregate number of Shares comprised in Awards granted since the commencement of
the RGD PSP to the end of the financial year under review;
(ii) the aggregate number of Shares comprised in Awards 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
(iii) the aggregate number of Shares comprised in Awards which have not been released as at
the end of the financial year under review,
provided that if any of the above requirements are not applicable, an appropriate negative
statement will be included in our annual report.
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CORPORATE GOVERNANCE
Our Directors recognise the importance of corporate governance and the offering of high standards of
accountability to our Shareholders.
Our Board has formed three (3) committees: (i) the Nominating Committee; (ii) the Remuneration
Committee; and (iii) the Audit Committee. In addition, we have appointed Mr Gouw Eng Seng as our
Independent Chairman.
Our Board comprises five (5) Directors, of which three (3) are Independent Directors. Our Independent
Directors do not have any past or existing business or professional relationship of a material nature with
our Group, our other Directors and/or Substantial Shareholders. Our Independent Directors are also not
related to our other Directors and/or Substantial Shareholders.
Our Board will hold at least two (2) meetings every year, with additional meetings for particular matters
convened when necessary. Our Board will, at least annually, review the adequacy and effectiveness of
our Group’s risk management and internal control systems.
Nominating Committee
Our Nominating Committee comprises Mr Gouw Eng Seng, Ms Alice Yan and Mr Hew Koon Chan. The
Chairman of our Nominating Committee is Mr Gouw Eng Seng.
Our Nominating Committee will be responsible for:
(a) reviewing and recommending board appointments, including the nomination or re-nomination of our
Directors having regard to our Directors’ contribution and performance;
(b) reviewing the appointment and termination of the members of the board of directors and board of
commissioners of PT DPAL;
(c) determining on an annual basis whether or not a Director is independent;
(d) in respect of a Director who has multiple board representations on various companies, to review
and decide whether or not such Director is able to and has been adequately carrying out his duties
as a Director, having regard to the competing time commitments that are faced by the Director
when serving on multiple boards and discharging his duties towards other principal commitments;
(e) reviewing potential conflicts of interests in respect of each member of our Board;
(f) developing a process for evaluation of the performance of our Board, our committees and
Directors, and propose objective performance criteria, as approved by our Board that allows
comparison with its industry peers, and address how our Board has enhanced long-term
shareholders’ value;
(g) reviewing and approving any new employment and the proposed terms of employment of persons
related to Directors, Executive Officers or Controlling Shareholders;
(h) reviewing of board succession plans for Directors; and
(i) reviewing training and professional developments programmes for our Board.
In addition, our Board will also implement a process to be carried out by our Nominating Committee for
assessing the effectiveness of our Board as a whole and for assessing the contribution of each individual
Director to the effectiveness of our Board. Each member of our Nominating Committee shall abstain from
voting on any resolutions in respect of the assessment of his performance or re-nomination as Director.
In the event that any member of our Nominating Committee has an interest in a matter being deliberated
upon by our Nominating Committee, he will abstain from participating in the review and approval process
relating to that matter.
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Nominating Committee’s views on our Executive Director and Chief Executive Officer
Our Executive Director and Chief Executive Officer, Mr Lee Yaw Loong Francis, has been with our Group
for less than one year, having been appointed as Executive Director and Chief Executive Officer on 15
July 2019.
Notwithstanding the relatively short tenure of Mr Lee Yaw Loong Francis within our Group, the Nominating
Committee is of the view that Mr Lee is suitable and well-placed to discharge his responsibilities as the
Executive Director and Chief Executive Officer of our Group, in view of the following:
(a) Mr Lee has a respectable track record and possesses extensive experience managing companies
in the trading and shipping sectors, and has transited effectively into his role as our Executive
Director and Chief Executive Officer of our Company; and
(b) the appointment of Mr Lee was not due to weaknesses in the current management team or
organisational structure of our Group, but was motivated by the belief that a professional CEO
will be beneficial to our Group in deepening its management talent pool and growing its business
significantly beyond the current scale.
Remuneration Committee
Our Remuneration Committee comprises Ms Alice Yan, Mr Gouw Eng Seng and Mr Hew Koon Chan. The
Chairman of our Remuneration Committee is Ms Alice Yan.
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 and Executive Officer. The recommendations of our Remuneration Committee should be
submitted for endorsement by our entire Board. All aspects of remuneration for the aforementioned
individuals, including but not limited to directors’ fees, salaries, allowances, bonuses, share option
schemes, share-based incentives and awards and other benefits-in-kind shall be reviewed by our
Remuneration Committee. Our Remuneration Committee will also review our obligations arising in the
event of termination of our Executive Director’s and Executive Officer’s contracts of service to ensure that
such contracts of service contain fair and reasonable termination clauses which are not overly generous.
Each member of our Remuneration Committee shall abstain from voting on any resolutions in respect of
his remuneration package.
The remuneration of employees related to Directors, Executive Officers and Controlling Shareholders will
be reviewed annually by our Remuneration Committee to ensure that their remuneration packages are in
line with our staff remuneration guidelines and commensurate with their respective job scopes and level
of responsibilities. Any bonuses, pay increases and/or promotions for these related employees will also
be subject to the review and approval of our Remuneration Committee. In the event that a member of our
Remuneration Committee is related to the employee under review, he will abstain from participating in the
review.
Audit Committee
Our Audit Committee comprises Mr Hew Koon Chan, Mr Gouw Eng Seng and Ms Alice Yan. The
Chairman of our Audit Committee is Mr Hew Koon Chan.
Our Audit Committee will assist our Board in discharging their responsibility to safeguard our assets,
maintain adequate accounting records and develop and maintain effective systems of internal control,
with the overall objective of ensuring that our management creates and maintains an effective control
environment in our Group.
Our Audit Committee will provide a channel of communication between our Board, our management and
our external auditors on matters relating to audit.
186
Our Audit Committee will meet periodically and will, amongst others, perform the following functions:
(i) review the relevance and consistency of the accounting standards, the significant financial
reporting issues, recommendations and judgements made by the external auditors so as to ensure
the integrity of the financial statements of our Group and any announcements relating to our
Group’s financial performance;
(ii) assist our Board in the discharge of its responsibilities on financial and reporting matters;
(iii) review the assurance from our Chief Executive Officer and our Chief Financial Officer on the
financial records and financial statements;
(iv) review with the external auditors, the audit plans (including scope), their evaluation of the system of
internal controls, their audit report, their management letter and our management’s response, and
results of our audit compiled by our external auditors;
(v) review with the internal auditors the internal audit plans (including scope) and their evaluation of
the adequacy of our internal controls, risk management framework and accounting system before
submission of the results of such review to our Board for approval (where necessary);
(vi) monitor the implementation of rectification measures proposed by the internal and external
auditors;
(vii) review and report to our Board, at least annually, the adequacy and effectiveness of our Group’s
internal controls and procedures addressing financial, operational, compliance and information
technology risks, and risk management systems, and ensure coordination between the internal
auditors and external auditors and our management, and review the assistance given by our
management to the internal and external auditors, and discuss problems and concerns, if any, and
any matters which the internal and external auditors may wish to discuss (in the absence of our
management where necessary);
(viii) review the relevant policy and procedures, and the scope and adequacy thereof, in respect to our
Group’s ongoing compliance with the requirements of the IUP-OPK, and in particular, the relevant
application to the DGMC prior to our Group transacting with any new supplier;
(ix) review the periodic financial statements and results announcements 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 financial reporting standards as well as compliance with the Catalist Rules and
any other statutory/regulatory requirements;
(x) review and discuss with the external and internal auditors any suspected fraud or irregularity, or
suspected infringement of any relevant laws, rules or regulations, which has or is likely to have
a material impact on our Group’s operating results or financial position, and our management’s
response;
(xi) review the independence and objectivity of the external auditors and recommend their appointment
or re-appointment, remuneration and terms of engagement;
(xii) review our Group’s compliance with such functions and duties as may be required under the
relevant statutes or the Catalist Rules, including such amendments made thereto from time to time;
(xiii) review and approve interested person transactions and transactions falling within the scope of
Chapter 9 and Chapter 10 of the Catalist Rules (if any);
(xiv) review reports prepared by the internal auditors on compliance with the guidelines and procedures
for interested person transactions;
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(xv) review potential conflicts of interests (if any) and to set out a framework to resolve or mitigate any
potential conflicts of interest, and to propose additional measures where appropriate;
(xvi) assess and supervise our Company’s, PT DIS’ and PT KNG’s ongoing compliance with the terms
set out in the PT DPAL Shareholders’ Agreement;
(xvii) appraise the performance of our Chief Financial Officer on an annual basis;
(xviii) review our key financial risk areas, with a view to providing an independent oversight on our
Group’s financial reporting, the outcome of such review to be disclosed in the annual reports or if
the findings are material, immediately announced via SGXNET;
(xix) review and approve all hedging policies and instruments implemented by our Group and conduct
periodic review of foreign exchange transactions and hedging policies and procedures;
(xx) 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;
(xxi) review arrangements by which concerns about possible improprieties in matters of financial
reporting or other matters can be raised and to ensure that arrangements are in place for the
independent investigations of such matter and for appropriate follow-up; and
(xxii) generally to undertake such other functions and duties as may be required by statute or the
Catalist Rules, and by such amendments made thereto from time to time.
Apart from the duties listed above, our Audit Committee shall commission and review the findings of
internal investigations into matters where there is any suspected fraud or irregularity, or failure of internal
controls or suspected infringement of any law, rule or regulation of the jurisdictions in which our Group
operates, which has or is likely to have a material impact on our Company’s operating results and/or
financial position. In the event that a member of our Audit Committee is interested in any matter being
considered by our Audit Committee, he will abstain from reviewing and deliberating on that particular
transaction or voting on that particular resolution.
Our Group and our Audit Committee will continue to outsource the internal audit function of our Group.
Our Group shall commission an annual internal controls audit by a suitable accounting firm approved
by our Audit Committee, to review and assess the adequacy and effectiveness of our Group’s risk
management and internal control systems, including financial, operational, compliance and information
technology controls of our Group. The appointed internal auditors will report directly to our Audit
Committee.
Before each annual internal audit, the internal auditors will propose an internal audit plan to our Audit
Committee and obtain the approval of our Audit Committee before the internal auditors can proceed with
the internal audit plan. The findings of such internal audit will be submitted by the appointed internal
auditors to our Audit Committee for their review.
Our Company has commissioned RSM Risk Advisory Pte. Ltd., the internal auditors, to conduct a review
and assessment of the pertinent business processes and operations of our Group, including:
 General control environment;
 Financial reporting;
 Licences and permits management;
 Sales and contract management;
 Commodities hedging;
188
 Planning and operations;
 Revenue recognition and collection procedures;
 Procurement and payment;
 Human resource and payroll;
 Cash and banking; and
 Capital expenditure and fixed asset management.
Our Directors noted that no material control weakness has been raised by the internal auditors in the
course of its internal audit.
Based on the internal controls and risk management framework established and maintained by our
Group, work performed by the internal and external auditors, and reviews by our management; our Board;
and our Audit Committee, our Board, to the best of its knowledge and belief, with the concurrence of our
Audit Committee, is of the opinion that (i) our Group’s current risk management framework is adequate
and effective; and (ii) the internal controls of our Group are adequate and effective in addressing the
financial, operational, compliance and information technology risks of our Group.
Our Audit Committee has conducted an interview with Mr Yeo Tze Khern, our Chief Financial Officer, and
has further considered the following:
(a) the qualifications and past working experiences of Mr Yeo Tze Khern (as described in the section
entitled “Directors, Executive Officers and Employees – Executive Officers” of this Offer Document)
which are compatible with Mr Yeo Tze Khern’s position as Chief Financial Officer of our Group;
(b) Mr Yeo Tze Khern’s past audit, financial and accounting related experiences;
(c) Mr Yeo Tze Khern’s demonstration of the requisite competency in finance-related matters in
connection with the preparation for the listing of our Company on SGX-ST;
(d) the absence of negative feedback on Mr Yeo Tze Khern from the representatives of our Group’s
Independent Auditor and Reporting Accountant; and
(e) the absence of internal control weaknesses attributed to Mr Yeo Tze Khern identified during the
internal control review conducted,
and is of the view that Mr Yeo Tze Khern is suitable for the position of Chief Financial Officer of our
Group.
After making all reasonable enquiries, and to the best of their knowledge and belief, nothing has come
to the attention of the members of our Audit Committee to cause them to believe that Mr Yeo Tze Khern
does not have the competence, character and integrity expected of a chief financial officer of a listed
issuer.
In addition, Mr Yeo Tze Khern shall be subject to performance appraisal by our Audit Committee on an
annual basis to ensure satisfactory performance.
BOARD PRACTICES
Our Directors are appointed by our Shareholders at a general meeting, and an election of our Directors
takes place annually. One-third (or the number nearest one-third) of our Directors, are required to retire
from office at each AGM. Further, all our Directors are required to retire from office at least once every
three (3) years. However, a retiring Director is eligible for re-election at the meeting at which he retires.
Further details on the appointment and retirement of Directors can be found in Appendix E entitled
“Summary of our Constitution” of this Offer Document.
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EXCHANGE CONTROLS
Singapore
Currently, there are no Singapore governmental laws, decrees, regulations and other legislation that may
affect the following:
(a) the repatriation or export of capital, including the availability of cash and cash equivalents for use
by our Group; and
(b) the remittance of dividends, interest or other payments to non-resident holders of our Company’s
securities.
Indonesia
Indonesia adopts free foreign exchange system based on Law Number 24 of 1999 on Foreign
Exchange Flow and Exchange Rate System (“Law 24”). Any Indonesia resident, namely a person, legal
entity or other entity domiciled or planning to domicile in Indonesia for at least one (1) year, including
representatives and diplomatic staff of the Republic of Indonesia, shall be free to own and use foreign
exchange. It means that if they obtain and are in possession of any foreign exchange, they are not
obliged to sell it to the State, and they also are free to conduct foreign exchange activities, such as for
international trade, capital market transactions, and so forth.
Indonesia generally does not impose any exchange control restrictions or currency restrictions
that would prevent the repatriation of funds (regardless of whether they are profits, cash or capital in
nature), save for the restrictions imposed by Articles 18 and 19 of Regulation of Bank Indonesia No.
18/19/PBI/2016 concerning Foreign Currency Transactions to Rupiah between Banks and Foreign Party
(“BI Regulation 18/19/2016”) and Governor of Bank Indonesia Regulation No. 20/17/PADG/2018
concerning Foreign Currency Transactions to Rupiah between Banks and Foreign Party. The regulation
restricts the remittance of IDR to outside Indonesia. The bank however, is allowed to transfer IDR to bank
accounts held by foreigners and/or held jointly by foreigners and Indonesian parties in the Indonesian
bank, if the amount of IDR transferred is up to equivalent with US$1,000,000 per day per foreigner or
remitted between IDR accounts owned by the same foreigner. If the nominal value of an IDR transfer to
an account held by a foreigners generated from a transaction other than a derivative foreign exchange
against an IDR transaction is more than US$1,000,000, the recipient bank must ensure that the foreign
party has an underlying transaction.
The implementation of the foreign exchange system and exchange rate system is conducted by Bank
Indonesia as the monetary authority having responsibility to maintain the stability of the value of IDR.
Bank Indonesia has issued Circular Letter of Bank Indonesia Number 17/11/DKSP dated 1 June 2015
concerning the Obligation to Use the Rupiah in the Territory of Indonesia in furtherance of the issuance of
Regulation of Bank Indonesia Number 17/3/PBI/2015. In order to achieve and maintain the stability of the
IDR value, every party must use IDR in transactions performed within the territory of Indonesia. Please
note that the use of IDR is not only mandatory for payment for transactions performed within Indonesia
but the prices for any goods and/or services must also be quoted in IDR.
There are several exceptions to the obligation to use the IDR which are as follows:
1. Certain transactions in the context of implementation of the state budget;
2. Receipt or granting of grants from or to overseas;
3. International trade transactions, such as exports and/or imports of goods to or from outside
Indonesia and/or trade in services which cross the boundaries of the state territory by means of:
cross border supply online purchase or call centre (including an expert seconded by his principal
office to Indonesia) and consumption abroad (Indonesian citizens studying abroad or undergoing
medical treatment in hospitals abroad);
4. Foreign currency deposits in banks;
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EXCHANGE CONTROLS
5. International financing transactions;
6. Transfers of fund in foreign currency from a local party to foreign party which is not made for
payment purpose or settlement of obligations;
7. Transaction in foreign currency pursuant to the provisions of statutes, including:
(i) Business activities in foreign currency by a bank pursuant to statutes governing banking and
sharia banking, such as export credit, inter-bank money market, bonds, sub-debt, sale and
purchase of negotiable instruments in foreign currency; and other banking transactions in
foreign currency provided for in the statutes;
(ii) Transactions of negotiable instruments issued by the government in foreign currency on

primary or secondary markets pursuant to a statute governing state debt instruments and
state sharia debt instruments such as global sukuk transactions in foreign currency issued
by the government; and
(iii) Other transactions in foreign currency pursuant to statute such as local financing transaction
in foreign currency conducted by the Indonesian Export Financing Institution (Lembaga
Pembiayaan Ekspor Indonesia); or
8. Strategic infrastructure projects with the approval of Bank Indonesia.
Any party who does not use IDR for cash transactions and refuse IDR as the payment method is liable to
a criminal sanction of a maximum of one (1) year imprisonment and a maximum fine of IDR 200,000,000.
Failure to use IDR for non-cash transactions will be subject to administrative sanctions in the form of (i) a
written warning; (ii) the obligation to pay a penalty of up to 1% of the transaction value with a maximum of
IDR 1,000,000,000; and/or (iii) prohibition on taking part in traffic of payments. In addition, Bank Indonesia
may also recommend the relevant authority to revoke the business licence or suspend the business
activities of the infringing party.
Bank Indonesia, as central bank of Indonesia, is authorised to control the flow of foreign exchange
conducted by Indonesian residents. The implementation of free flow of foreign exchange without any
control to the flow of foreign exchange itself may harm the national economic condition. In this respect,
Bank Indonesia is authorised to request any information and data with respect to the activities of foreign
exchange flow conducted by Indonesian residents. Through its regulations (namely, Regulation of Bank
Indonesia No. 16/22/PBI/2014 regarding the Reporting of Foreign Exchange Activity and Reporting
of Implementation of Precautionary Principle Activities in Foreign Debt Management of Non-Bank
Corporation, Bank Indonesia Regulation No. 21/2/PBI/2019 on Foreign Exchange Activities Report, and
the Governor of Bank Indonesia Regulation No. 21/PADG/2019 on Foreign Exchange Activities Report for
Non-Bank Institutions), Bank Indonesia obliges banks, non-bank financial institutions and non-financial
institution companies to submit a report to Bank Indonesia with respect to their foreign exchange flow
activities. Foreign exchange activity reports must be submitted on a monthly basis and no later than the
15th of the following month. An entity’s full-year/annual offshore borrowing plan must be reported by not
later than March 15 of the operative year, while an amended full-year borrowing plan (in the form of a
second-half borrowing plan) must be reported by not later than June 15 of the operative year. A non-
bank institution is obliged to report to the Bank Indonesia under the regulations if it falls within any of the
following categories:
1. Non-bank financial institution, consists of state-owned enterprise, regional-owned enterprise or

private enterprise;
2. Non-business entity financial institution, consists of legal entity (may be foreign or Indonesian legal
entity) or non-legal entity; and
3. Other entities.
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EXCHANGE CONTROLS
With respect to the exchange rate system, the Government of Indonesia determines the exchange rate
system to be applied in Indonesia based on the exchange rate system proposed by Bank Indonesia.
Bank Indonesia will later implement the determined exchange rate system. Pursuant to Law 24 and Law
No. 23 on 1999 as amended by Law No. 3 of 2004 on Bank Indonesia (“Law 23”), the exchange rate
system to be applied in Indonesia may be in the form of a fixed exchange rate, floating exchange rate or
controlled floating exchange rate. Law 23 assigns Bank Indonesia with a main duty to reach and maintain
the stability of the value of IDR. In this respect, Bank Indonesia as central bank is authorised to conduct
intervention in the foreign exchange market in order to keep the value of IDR stable.
Furthermore, certain transactions in IDR have been restricted by Bank Indonesia Regulation No.
18/19/2016. Violation of this regulation is subject to administrative sanctions.
Further to the foregoing, the financial institutions and providers of goods or services, a list of which is
provided in Law No. 8 of 2010 concerning Money Laundering (“Law 8/2010”), and other reporting parties
as regulated in a Government Regulation as the implementing regulation of Law 8/2010 (“Reporting
Parties”), according to Article 18 paragraphs (1) and (3) of Law 8/2010 must apply know-your-customer
principles on any financial transaction using IDR and/or foreign currency the amount of which is greater
than or equal to IDR 100,000,000 or any transaction which is suspicious in relation to money laundering
or terrorism criminal acts. Any party which engages in a transaction with the Reporting Parties must
provide his/her/its correct identity and information needed by the Reporting Parties which consist of at
least personal identity, source of funds, and the purpose of transaction by filling a form provided by the
Reporting Parties accompanied by supporting documents. As stated in Article 20 paragraph (3) of Law
8/2010, if the identity and/or supporting documents are not complete, the Reporting Parties must refuse
to engage with any transaction with the relevant party. Article 21 paragraph (1), Article 23 paragraphs (1),
(2) and (3), and Article 25 of Law 8/2010 further governs that the financial institutions categorised as the
Reporting Parties must submit a report to the Financial Analysis and Report Centre (Pusat Pelaporan
dan Analisis Keuangan or “PPATK”) for:
(a) any suspicious transaction at the latest three (3) working days after such financial institutions are
aware of the occurrence of such suspicious transaction;
(b) any cash transaction with a minimum amount of IDR 500,000,000 or any foreign currency
equivalent to that amount in a single or a series of transactions in one (1) working day at the latest
14 working days after the transaction date; and/or
(c) any financial transaction of fund transferring from or to overseas at the latest 14 working days after
the transaction date.
Article 23 paragraph (4) of Law 8/2010 set outs exemptions for the transactions described in point (b)
above, inter alia, transactions for salary or pension payments or other transactions further determined
by the Head of the PPATK based on a request of a financial institution approved by the PPATK. Further,
pursuant to Article 30 paragraph (3) of Law 8/2010, the Reporting Parties are subject to administrative
sanctions for violation of such reporting obligations, e.g. warnings, written warnings, public announcement
regarding the violation and/or sanctions, and/or administrative fines.
Otherwise, the sanctions in the event a bank or financial institution fails to make such a report is
stipulated under Article 30 paragraph (3) of Law 8/2010, which are as follows:
(a) warning;
(b) written warning;
(c) public announcement regarding the action or sanctions; and/or
(d) administrative fine.
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EXCHANGE CONTROLS
In addition, a person carrying IDR 100 million or more in cash out of the customs area of Indonesia must
obtain prior approval from Bank Indonesia and submit a report to the Indonesian Customs and Excise
Authority. In contrast, a person carrying foreign currency in an amount equivalent to IDR 100 million is
only required to submit a report to the Indonesian Customs and Excise Authority.
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CLEARANCE AND SETTLEMENT
Upon listing and quotation of our Shares on Catalist, our Shares will be traded under the book-entry
settlement system of CDP, and all dealings in and transactions of our Shares through Catalist will be
effected in accordance with the terms and conditions for the operation of Securities Accounts with CDP,
as amended, modified or supplemented from time to time.
Our Shares will be registered in the name of CDP or its nominee and held by CDP for and on behalf
of persons who maintain, either directly or through Depository Agents, Securities Accounts with CDP.
Persons named as direct Securities Account holders and Depository Agents in the Depository Register
maintained by CDP, rather than CDP itself, will be treated, under our Constitution 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 Catalist, although
they will be prima facie evidence of title and may be transferred in accordance with our Constitution. A
fee of S$10 for each withdrawal of 1,000 Shares or less and a fee of S$25 for each withdrawal of more
than 1,000 Shares is payable upon withdrawing our Shares from the book-entry settlement system and
obtaining physical share certificates. In addition, a fee of S$2 or such other amount as our Directors
may decide, is payable to the share registrar for each share certificate issued and a stamp duty of S$10
is also payable where our Shares are withdrawn in the name of the person withdrawing our Shares or
S$0.20 per S$100 or part thereof of the last-transacted price where it is withdrawn in the name of a
third-party. Persons holding physical share certificates who wish to trade on Catalist 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 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
CDP’s prevailing policies or the current tax policies that may be in force in Singapore from time to time.
Transfers and settlements pursuant to on-exchange trades will be charged a fee of S$30 and transfers
and settlements pursuant to off-exchange trades will be charged a fee of 0.015% of the value of the
transaction, subject to a minimum of S$75.
Transactions in our Shares under the book-entry settlement system will be reflected by the seller’s
Securities Account being debited with the number of Shares sold and the buyer’s Securities Account
being credited with the number of Shares acquired. No transfer of stamp duty is currently payable for our
Shares that are settled on a book-entry basis.
A Singapore clearing fee for trades in our Shares on Catalist is payable at the rate of 0.0325% of the
transaction value. The clearing fee, instrument of transfer deposit fee and share withdrawal fee may be
subject to GST at 7.0% (or such other rate prevailing from time to time).
Dealings of our Shares will be carried out in Singapore dollars and will be effected for settlement on CDP
on a scripless basis. Settlement of trades on a normal “ready” basis on Catalist generally takes place on
the second Market Day following the transaction date, and payment for the securities is generally settled
on the following business day. CDP holds securities on behalf of investors in Securities Accounts. An
investor may open a direct account with CDP or a sub-account with a CDP Depository Agent. The CDP
Depository Agent may be a member company of the SGX-ST, bank, merchant bank or trust company.
194
GENERAL AND STATUTORY INFORMATION
INFORMATION ON DIRECTORS, EXECUTIVE OFFICERS AND CONTROLLING SHAREHOLDERS

1. Save as disclosed below, none of our Directors, Executive Officers and Controlling Shareholders:
(a) has, at any time during the last ten (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 at the time when he was a partner or at any time within two (2) years from the date
he ceased to be a partner;
(b) has, at any time during the last ten (10) years, had an application or a petition under any
law of any jurisdiction 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;
(c) has any unsatisfied judgement against him;
(d) has ever been convicted of any offence, in Singapore or elsewhere, involving fraud or
dishonesty which is punishable with imprisonment, or has been the subject of any criminal
proceedings (including any pending criminal proceedings of which he is aware) for such
purpose;
(e) has ever been convicted of any offence, in Singapore or elsewhere, involving a breach of any
law or regulatory requirement that relates to the securities or futures industry in Singapore
or elsewhere, or has been the subject of any criminal proceedings (including any pending
criminal proceedings of which he is aware) for such breach;
(f) has, at any time during the last ten (10) years, had judgement 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 has he been the subject of
any civil proceedings (including any pending civil proceedings of which he is aware) involving
an allegation of fraud, misrepresentation or dishonesty on his part;
(g) has ever been convicted in Singapore or elsewhere of any offence in connection with the
formation or management of any entity or business trust;
(h) has ever been disqualified from acting as a director or an equivalent person of any entity
(including the trustee of a business trust), or from taking part directly or indirectly in the
management of any entity or business trust;
(i) has ever been the subject of any order, judgement or ruling of any court, tribunal or
governmental body permanently or temporarily enjoining him from engaging in any type of
business practice or activity;
(j) has ever, to his knowledge, been concerned with the management or conduct, in Singapore
or elsewhere, of the affairs of:
(i) any corporation which has been investigated for a breach of any law or regulatory
requirement governing corporations in Singapore or elsewhere;
(ii) any entity (not being a corporation) which has been investigated for a breach of any
law or regulatory requirement governing such entities in Singapore or elsewhere;
(iii) any business trust which has been investigated for a breach of any law or regulatory
requirement governing business trusts in Singapore or elsewhere; or
(iv) any entity or business trust which has been investigated for a breach of any law or
regulatory requirement that relates to the securities or futures industry in Singapore or
elsewhere,
195
in connection with any matter occurring or arising during the period when he was so
concerned with the entity or business trust; or
(k) has been the subject of any current or past investigation or disciplinary proceedings, or has
been reprimanded or issued any warning, by the Authority or any other regulatory authority,
exchange, professional body or governmental agency, whether in Singapore or elsewhere.
Disclosures relating to Mr Hew Koon Chan

Mr Hew Koon Chan was an independent director of DeClout Limited (since delisted from the Official
List of SGX-ST on 22 April 2019) between September 2012 and April 2019. During his tenure, he sold
200,000 shares in DeClout Limited on 8 March 2017 (Wednesday) and received the contract statement
from the broker on 11 March 2017 (Saturday). He subsequently informed DeClout Limited on 13 March
2017 (Monday), which was more than two (2) business days from the date of his change of interest on 8
March 2017. On 28 April 2017, Mr Hew Koon Chan was held by the Authority to be in breach of Section
133 of the SFA which, inter alia, requires directors of a corporation to notify the corporation of any
change of their interest in the shares of the corporation within two (2) business days from their becoming
aware of such change of interest. The Authority has not taken any regulatory action against Mr Hew Koon
Chan save for reminding him of his obligation to comply with Section 133 of the SFA and other laws and
regulations at all times, and that the Authority may take this contravention into account when considering
actions to be taken against him for any future violations. Accordingly, this matter has been concluded.
There is no shareholding qualification for Directors under our Constitution.
No option to subscribe for shares in, or debentures of, our Company or any of our subsidiaries has been
granted to, or was exercised by, any Director or Executive Officer.
Save as disclosed in the sections entitled “Restructuring Exercise” and “Interested Person Transactions”
of this Offer Document, no Director or expert is interested, directly or indirectly, in the promotion of, or in
any property or assets which have, within the two (2) years preceding the date of this Offer Document,
been acquired or disposed of by or leased to us or any of our subsidiaries, or are proposed to be
acquired or disposed of by or leased to us or any of our subsidiaries.
No sum or benefit has been paid or has been agreed to be paid to any Director or expert, or to any firm
in which such Director or expert is a partner or any corporation in which such Director or expert holds
shares or debentures, in cash or shares or otherwise, by any person to induce him to become, or to
qualify him as our Director, or otherwise for the services rendered by him or by such firm or corporation in
connection with the promotion or formation of our Company.
SHARE CAPITAL
2. As at the Latest Practicable Date, there is only one (1) class of shares in the capital of our
Company, being ordinary shares in the share capital of our Company. The rights and privileges
attached to our Shares are stated in our Constitution, a summary of which is set out in Appendix E
entitled “Summary of our Constitution” of this Offer Document. There are no founder, management
or deferred shares. Our existing issued Shares do not carry voting rights which are different from
the Placement Shares.
3. Save as disclosed in the sections entitled “Share Capital” and “Restructuring Exercise” of this Offer
Document, there were no changes in the issued and paid-up share capital of our Company or our
subsidiaries within the three (3) years preceding the Latest Practicable Date.
4. Save as disclosed in the sections entitled “Share Capital” and “Restructuring Exercise” of this
Offer Document, no shares in, or debentures of, our Company or any of our subsidiaries has been
issued, or is proposed to be issued, as fully or partly paid-up for cash, or for a consideration other
than cash, during the last three (3) years preceding the date of lodgement of this Offer Document.
196
CONSTITUTION
5. Our Company is registered in Singapore with the Accounting and Corporate Regulatory Authority
with the registration number 201841763M.
6. A summary of our Constitution relating to, among others, Directors’ powers to vote on contracts
in which they are interested, Directors’ remuneration, Directors’ borrowing powers, Directors’
retirement, Directors’ share qualification, rights pertaining to shares and changes in capital are set
out in Appendix D entitled “Summary of our Constitution” of this Offer Document. Our Constitution
is available for inspection at our registered office as set out under paragraph 25 in the section
entitled “General and Statutory Information – Documents Available for Inspection” of this Offer
Document.
MATERIAL CONTRACTS
7. The following contracts, not being contracts entered into in the ordinary course of business, have
been entered into by our Company and our subsidiaries within the two (2) years preceding the date
of lodgement of this Offer Document and are or may be material:
(a) the lease agreement dated 11 December 2017 entered into between PT DNS and PT. Matra
Olahcipta;
(b) the assignment agreements relating to the assignment of receivables between PT DNS, PT
DPAL, PT Cemindo Gemilang, PT Maxima Liners and PT PSB, details of which are set out
in the section entitled “Interested Person Transactions – Past Interested Person Transactions”
of this Offer Document;
(c) the deeds of sale and purchase entered into pursuant to the Restructuring Exercise, details
of which are set out in the section entitled “Restructuring Exercise” of this Offer Document;
(d) the PT DIS Loan Agreement and the Addendum to PT DIS Loan Agreement, details of which
are set out in the section entitled “Interested Person Transactions – Past Interested Person
Transactions” of this Offer Document;
(e) the PT DPAL Shareholders’ Agreement dated 31 August 2019;
(f) the moratorium deeds, details of which are set out in the section entitled “Shareholders –
Moratorium” of this Offer Document;
(g) the deeds of undertaking, details of which are set out in the section entitled “Potential
Conflicts of Interest” of this Offer Document;
(h) the loan facility agreement dated 17 September 2019 entered into between PT DPAL and PT
Bank DBS Indonesia;
(i) the Service Agreements, details of which are set out in the section entitled “Directors,
Executive Officers and Employees – Service Agreements” of this Offer Document;
(j) the Management and Sponsorship Agreement, details of which are set out in the section
entitled “Management, Sponsorship and Placement Arrangements” of this Offer Document;
and
(k) the Placement Agreement, details of which are set out in the section entitled “Management,
Sponsorship and Placement Arrangements” of this Offer Document.
LITIGATION
8. As at the Latest Practicable Date, neither our Company nor any of our subsidiaries is engaged in
any legal or arbitration proceedings as plaintiff or defendant, including those which are pending or
known to be contemplated, which may have or have had in the last 12 months before the date of
lodgement of this Offer Document, a material effect on the financial position or the profitability of
our Company or any of our subsidiaries.
197
MISCELLANEOUS
9. There has been no previous issue of Shares by our Company or offer for sale of our Shares to the
public within two (2) years preceding the date of this Offer Document.
10. There has not been any public takeover offer by a third-party in respect of our Shares, or by
our Company in respect of shares of another corporation or units of a business trust which has
occurred since our Company’s incorporation and as at the Latest Practicable Date.
11. Application monies received by our Company in respect of successful applications (including
successful applications which are subsequently rejected) will be placed in a separate non-interest
bearing account with the Receiving Bank. Any refund of all or part of the application monies to
unsuccessful or partially successful applicants will be made without any interest or any share of
revenue or other benefit arising therefrom.
12. Save as disclosed in the sections entitled “Risk Factors”, “Capitalisation and Indebtedness”,
“Management’s Discussion and Analysis of Results of Operations and Financial Position” and
“General Information on our Group” of this Offer Document, the financial condition and operations
of our Group are not likely to be affected by any of the following:
(a) known trends or demands, commitments, events or uncertainties that will result in or are
reasonably likely to result in our Group’s liquidity increasing or decreasing in any material
way;
(b) material commitments for capital expenditure;
(c) unusual or infrequent events or transactions or any significant economic changes that may
materially affect the amount of reported income from operations; and
(d) known trends or uncertainties that have had or that we reasonably expect to have a material
favourable or unfavourable impact on revenues or operating income.
13. Save as disclosed in the sections entitled “Risk Factors”, “Capitalisation and Indebtedness”,
“Management’s Discussion and Analysis of Results of Operations and Financial Position” and
“General Information on our Group” of this Offer Document, our Directors are not aware of any
event which has occurred between 1 July 2019 and the Latest Practicable Date which may have
a material effect on the financial position and results of operations of our Group or the financial
information provided in this Offer Document.
14. Details, including the name, address and professional qualifications (including membership in a
professional body) of the auditors of our Company for the Period Under Review are as follows:
Name and address Partner-in-charge Professional qualification / body
Baker Tilly TFW LLP Khor Boon Hong Chartered Accountant of

600 North Bridge Road Singapore / Institute of
#05-01 Parkview Square Singapore Chartered
Singapore 188778 Accountants
We currently have no intention of changing our auditors after the listing of our Company on Catalist.
CONSENTS
15. The Independent Auditor and Reporting Accountant has given and has not withdrawn its written
consent to the issue of this Offer Document with the inclusion herein of its reports as set out in
Appendices A, B and C entitled “Independent Auditor’s Report and the Audited Combined Financial
Statements of Resources Global Development Limited and its Subsidiaries for the Financial Years
Ended 31 December 2016, 2017 and 2018”, “Independent Auditor’s Review Report and Unaudited
198
Condensed Interim Combined Financial Statements of Resources Global Development Limited and
its Subsidiaries for the Financial Period from 1 January 2019 to 30 June 2019” and “Independent
Auditor’s Assurance Report and the Compilation of Unaudited Pro Forma Combined Financial
Information of Resources Global Development Limited and its Subsidiaries for the Financial
Year Ended 31 December 2018 and Financial Period from 1 January 2019 to 30 June 2019”
respectively, of this Offer Document, in the form and context in which they are respectively included
and all references to its name in the form and context in which they appear in this Offer Document
and to act in such capacity in relation to this Offer Document.
16. The Sponsor and Issue Manager has given and has not withdrawn its written consent to the issue
of this Offer Document with the inclusion herein of its name and all references thereto in the form
and context in which they appear in this Offer Document and to act in such capacity in relation to
17. The Placement Agent has given and has not withdrawn its written consent to the issue of this Offer
Document with the inclusion herein of its name and all references thereto in the form and context
in which they appear in this Offer Document and to act in such capacity in relation to this Offer
Document.
18. The Solicitors to the Placement and Legal Adviser to our Company on Singapore Law has given
and has not withdrawn its written consent to the issue of this Offer Document with the inclusion
herein of its name and all references thereto in the sections entitled “Restructuring Exercise” and
“Group Structure” of this Offer Document, in the form and context in which they appear in this Offer
Document and to act in such capacity in relation to this Offer Document.
19. The Legal Adviser to our Company on Indonesian Law has given and has not withdrawn its written
consent to the issue of this Offer Document with the inclusion of Appendix G entitled “Legal
Opinion”; and Appendix F entitled “Summary of Relevant Indonesian Laws and Regulations” of this
Offer Document; and its name and all references thereto in the sections entitled “Risk Factors –
Risks Relating to Conducting Business in Indonesia”, “Restructuring Exercise”, “Group Structure”,
“General Information on our Group – Material Licenses, Permits, Registrations and Approvals” and
“General Information on our Group – Properties and Fixed Assets” of this Offer Document, in the
form and context in which they appear in this Offer Document and to act in such capacity in relation
to this Offer Document.
20. The Independent Financial Adviser has given and has not withdrawn its written consent to the
issue of this Offer Document with the inclusion of its independent opinion as set out in Appendix H
entitled “Opinion of the Independent Financial Adviser” of this Offer Document, and its name and
all references thereto in the section entitled “Interested Person Transactions – General Mandate
for Interested Person Transactions – Opinion of the Independent Financial Adviser” of this Offer
Document, in the form and context in which they appear in this Offer Document and to act in such
capacity in relation of this Offer Document.
21. Each of the Sponsor and Issue Manager and the Placement Agent do not make, or purport to
make, any statement in this Offer Document or any statement upon which a statement in this Offer
Document is based and, to the maximum extent permitted by law, expressly disclaim and take no
responsibility for any liability to any persons which is based on, or arises out of, the statements,
information or opinions in, or omission from, this Offer Document.
22. Save for the legal opinion set out in Appendix G entitled “Legal Opinion” of this Offer Document
and relevant disclosures in the sections entitled “Risk Factors – Risks Relating to Conducting
Business in Indonesia”, “Restructuring Exercise”, “Group Structure”, “General Information on Our
Group – Material Licences, Permits, Registrations and Approvals” and “General Information on our
Group – Properties and Fixed Assets” of this Offer Document, the Legal Adviser to our Company
on Indonesian Law does not make, or purport to make, any statement in this Offer Document
or any statement upon which a statement in this Offer Document is based and, to the maximum
extent permitted by law, expressly disclaims and takes no responsibility for any liability to any
person which is based on, or arises out of, the statements, information or opinions in or omissions
from this Offer Document.
199
23. Save for relevant disclosures under the sections entitled “Restructuring Exercise” and “Group
Structure” of this Offer Document, the Solicitors to the Placement and Legal Adviser to our
Company on Singapore Law does not make, or purport to make, any statement in this Offer
Document or any statement upon which a statement in this Offer Document is based and, to the
maximum extent permitted by law, expressly disclaims and takes no responsibility for any liability
to any person which is based on, or arises out of, the statements, information or opinions in or
omissions from this Offer Document.
RESPONSIBILITY STATEMENT BY OUR DIRECTORS

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

25. The following documents or copies thereof may be inspected at our registered office during normal
business hours for a period of six (6) months from the date of registration of this Offer Document
by the SGX-ST acting as agent on behalf of the Authority:
(a) the Constitution of our Company;
(b) the “Independent Auditor’s Report and the Audited Combined Financial Statements of
Resources Global Development Limited and its Subsidiaries for the Financial Years ended 31
December 2016, 2017 and 2018” as set out in Appendix A of this Offer Document;
(c) the “Independent Auditor’s Review Report and Unaudited Condensed Interim Combined
Financial Statements of Resources Global Development Limited and its Subsidiaries for the
Financial Period from 1 January 2019 to 30 June 2019” as set out in Appendix B of this Offer
Document;
(d) the “Independent Auditor’s Assurance Report and the Compilation of Unaudited Pro
Forma Combined Financial Information of Resources Global Development Limited and its
Subsidiaries for the Financial Year Ended 31 December 2018 and Financial Period from 1
January 2019 to 30 June 2019” as set out in Appendix C of this Offer Document;
(e) the legal opinion from R&P as set out in Appendix G of this Offer Document;
(f) the letters of consent referred to in the section entitled “General and Statutory Information –
Consents” of this Offer Document;
(g) the material contracts referred to in the section entitled “General and Statutory Information –
Material Contracts” of this Offer Document;
(h) the rules of the RGD ESOS;
(i) the rules of the RGD PSP; and
(j) the “Opinion of the Independent Financial Adviser” as set out in Appendix H of this Offer
Document.
200
APPENDIX A – INDEPENDENT AUDITOR’S REPORT AND THE AUDITED
COMBINED FINANCIAL STATEMENTS OF RESOURCES GLOBAL DEVELOPMENT
31 DECEMBER 2016, 2017 AND 2018

(Incorporated in Singapore)
(Co. Reg. No. 201841763M)
AND ITS SUBSIDIARIES
COMBINED FINANCIAL STATEMENTS

FOR THE FINANCIAL YEARS ENDED
31 DECEMBER 2016, 2017 AND 2018
CONTENTS
Statement by Directors A-2
Independent Auditor’s Report A-3
Combined Statements of Comprehensive Income A-6
Combined Statements of Financial Position A-7
Combined Statements of Changes in Equity A-8
Combined Statements of Cash Flows A-11
Notes to the Combined Financial Statements A-13
A-1
31 DECEMBER 2016, 2017 AND 2018
STATEMENT BY DIRECTORS
In the opinion of the directors:
(i) the combined financial statements of Resources Global Development Limited (the “Company”) and
its subsidiaries (collectively the “Group”) as set out on pages A6 to A51 are drawn up so as to
present fairly, in all material respects, the financial position of the Group as at 31 December 2016,
2017 and 2018 and the financial performance, changes in equity and cash flows of the Group
for the financial years ended on those dates in accordance with Singapore Financial Reporting
Standards (International); and
(ii) at the date of this statement, there are reasonable grounds to believe that the Group will be able to
pay its debts as and when they fall due.
On behalf of the Board of Directors
Salim Limanto Lee Yaw Loong Francis

Director Director
26 December 2019
A-2
31 DECEMBER 2016, 2017 AND 2018
INDEPENDENT AUDITOR’S REPORT ON THE

FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2016, 2017 AND 2018
26 December 2019
The Board of Directors

Resources Global Development Limited
144 Robinson Road
Singapore 068908
Dear Sirs
Report on the Audit of the Combined Financial Statements
Opinion
We have audited the combined financial statements of Resources Global Development Limited (the
“Company”) and its subsidiaries (collectively the “Group”) as set out on pages A6 to A51, which comprise
the combined statements of financial position of the Group as at 31 December 2016, 2017 and 2018,
and the combined statements of comprehensive income, combined statements of changes in equity and
combined statements of cash flows of the Group for each of the financial years ended 31 December
2016, 2017 and 2018, and notes to the combined financial statements, including a summary of significant
accounting policies.
In our opinion, the accompanying combined financial statements of the Group are properly drawn up in
accordance with Singapore Financial Reporting Standards (International)(“SFRS(I)”) so as to present
fairly, in all material respects, the combined financial positions of the Group as at 31 December 2016,
2017 and 2018 and of the combined financial performances, combined changes in equity and combined
cash flows of the Group for each of the financial years ended 31 December 2016, 2017 and 2018.
Basis for Opinion

We conducted our audit in accordance with Singapore Standards on Auditing (“SSAs”). Our
responsibilities under those standards are further described in the Auditor’s Responsibilities for the
Audit of the Combined Financial Statements section of our report. We are independent of the Group
in accordance with the Accounting and Corporate Regulatory Authority (ACRA) Code of Professional
Conduct and Ethics for Public Accountants and Accounting Entities (ACRA Code) together with the
ethical requirements that are relevant to our audit of the combined financial statements in Singapore, and
we have fulfilled our other ethical responsibilities in accordance with these requirements and the ACRA
Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion.
A-3
31 DECEMBER 2016, 2017 AND 2018

Report on the Audit of the Combined Financial Statements (cont’d)

Responsibilities of Management and Directors for the Combined Financial Statements
Management is responsible for the preparation of combined financial statements that give a true and
fair view in accordance with SFRS(I), 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 financial statements and to maintain accountability of
assets.
In preparing the combined financial statements, management is responsible for assessing the Group’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless management either intends to liquidate the Group or
to cease operations, or has no realistic alternative but to do so.
The directors’ responsibilities include overseeing the Group’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Combined Financial Statements

Our objectives are to obtain reasonable assurance about whether the combined financial statements as a
whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report
that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee
that an audit conducted in accordance with SSAs will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the
basis of these combined financial statements.
As part of an audit in accordance with SSAs, we exercise professional judgement and maintain
professional scepticism throughout the audit. We also:
 Identify and assess the risks of material misstatement of the combined financial statements,
whether due to fraud or error, design and perform audit procedures responsive to those risks, and
obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk
of not detecting a material misstatement resulting from fraud is higher than for one resulting from
error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the
override of internal control.
 Obtain an understanding of internal control relevant to the audit 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 Group’s internal control.
 Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.
A-4
31 DECEMBER 2016, 2017 AND 2018

Report on the Audit of the Combined Financial Statements (cont’d)

Auditor’s Responsibilities for the Audit of the Combined Financial Statements (cont’d)
 Conclude on the appropriateness of management’s use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to events
or conditions that may cast significant doubt on the Group’s ability to continue as a going concern.
If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s
report to the related disclosures in the combined financial statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up
to the date of our auditor’s report. However, future events or conditions may cause the Group to
cease to continue as a going concern.
 Evaluate the overall presentation, structure and content of the combined financial statements,
including the disclosures, and whether the combined financial statements represent the underlying
transactions and events in a manner that achieves fair presentation.
 Obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Group to express an opinion on the combined financial statements.
We are responsible for the direction, supervision and performance of the group audit. We remain
solely responsible for our audit opinion.
We communicate with the directors regarding, among other matters, the planned scope and timing of the
audit and significant audit findings, including any significant deficiencies in internal control that we identify
during our audit.
Restriction on Distribution and Use

This report is made solely to you as a body and for the inclusion in the Offer Document to be issued in
relation to the proposed listing of the Company on the Catalist Board of Singapore Exchange Securities
Trading Limited and for no other purpose.
Baker Tilly TFW LLP

Public Accountants and
Chartered Accountants
Singapore
Khor Boon Hong

Engagement Partner
A-5
31 DECEMBER 2016, 2017 AND 2018
COMBINED STATEMENTS OF COMPREHENSIVE INCOME

For the financial years ended 31 December 2016, 2017 and 2018
2016 2017 2018

Note $ $ $
Revenue 6 18,660,046 19,205,097 44,757,179

Cost of sales and services (12,922,227) (15,669,083) (39,272,268)
Gross profit 5,737,819 3,536,014 5,484,911
Interest income 15,982 11,025 150,063
Expenses
Administrative expenses (728,971) (623,003) (1,454,413)
Finance costs 7 (517,467) (308,861) (128,194)
Profit before tax 8 4,507,363 2,615,175 4,052,367
Tax expense 10 (223,921) (227,597) (599,368)
Profit for the financial year 4,283,442 2,387,578 3,452,999
Other comprehensive income/(loss)

Item that may be reclassified subsequently to
profit or loss:
Currency translation differences arising from
consolidation 1,121,014 (2,142,798) (998,893)
Item that will not be reclassified subsequently

to profit or loss:
Remeasurement of post-employment benefits
liabilities, net of tax (37,067) (42,845) 44,482

for the financial year, net of tax 1,083,947 (2,185,643) (954,411)
Total comprehensive income for the
financial year 5,367,389 201,935 2,498,588
Profit for the financial year attributable to:

Equity holders of the Company 2,098,887 1,202,393 2,241,696
Non-controlling interests 2,184,555 1,185,185 1,211,303
4,283,442 2,387,578 3,452,999
Total comprehensive income attributable to:

Equity holders of the Company 2,632,912 125,069 1,810,058
Non-controlling interests 2,734,477 76,866 688,530
5,367,389 201,935 2,498,588
Earning per share attributable to equity

holders of the Company (cents per share)
Basic and diluted 11 2.8 1.6 3.0
The accompanying notes form an integral part of these combined financial statements.
A-6
31 DECEMBER 2016, 2017 AND 2018
COMBINED STATEMENTS OF FINANCIAL POSITION

At 31 December 2016, 2017 and 2018
2016 2017 2018

Note $ $ $
Non-current assets
Property, plant and equipment 12 16,902,638 14,966,174 14,506,465
Deferred tax assets – 26 1,838
Other receivables 13 22,813 20,907 19,997
16,925,451 14,987,107 14,528,300
Current assets
Inventories 14 28,966 21,026 31,207
Trade and other receivables 13 11,077,323 10,620,699 7,269,823
Cash and cash equivalents 1,698,343 2,184,027 11,326,672
12,804,632 12,825,752 18,627,702
Total assets 29,730,083 27,812,859 33,156,002
Liabilities for post-employment benefits 15 140,290 162,375 182,537
Borrowings 16 1,346,069 613,524 101,351
1,486,359 775,899 283,888
Current liabilities
Trade and other payables 17 250,805 443,954 3,794,528
Contract liabilities 18 446,582 163,673 40,298
Borrowings 16 3,071,541 1,672,796 590,635
Tax payable 68,604 148,410 509,291
3,837,532 2,428,833 4,934,752
Total liabilities 5,323,891 3,204,732 5,218,640
Net assets 24,406,192 24,608,127 27,937,362
Equity
Share capital 19 757,460 757,460 3,000,000
Retained earnings 10,765,957 11,947,356 13,515,043
Currency translation reserve 494,534 (561,796) (1,016,205)
Equity attributable to equity holders of the Company 12,017,951 12,143,020 15,498,838
Non-controlling interests 12,388,241 12,465,107 12,438,524
Total equity 24,406,192 24,608,127 27,937,362
A-7
COMBINED STATEMENTS OF CHANGES IN EQUITY

Attributable to equity holders of the Company

Currency
Share Retained translation Non-controlling Total
capital earnings reserve Total interests equity
$ $ $ $ $ $
Group
2016
Balance at 1 January 2016 153,543 8,685,233 (57,654) 8,781,122 9,025,198 17,806,320
Profit for the financial year – 2,098,887 – 2,098,887 2,184,555 4,283,442

Other comprehensive (loss)/income
Currency translation differences arising from consolidation – – 552,188 552,188 568,826 1,121,014
A-8
Remeasurement of post-employment benefits liabilities – (18,163) – (18,163) (18,904) (37,067)
Other comprehensive (loss)/income for the financial year,
net of tax – (18,163) 552,188 534,025 549,922 1,083,947

financial year – 2,080,724 552,188 2,632,912 2,734,477 5,367,389
Issuance of shares by a subsidiary (Note 19) 603,917 – – 603,917 628,566 1,232,483
Balance at 31 December 2016 757,460 10,765,957 494,534 12,017,951 12,388,241 24,406,192
31 DECEMBER 2016, 2017 AND 2018
COMBINED STATEMENTS OF CHANGES IN EQUITY (CONT’D)


Currency
$ $ $ $ $ $
Group
2017
Balance at 1 January 2017 757,460 10,765,957 494,534 12,017,951 12,388,241 24,406,192

Other comprehensive loss
Currency translation differences arising from consolidation – – (1,056,330) (1,056,330) (1,086,468) (2,142,798)
A-9
Remeasurement of post-employment benefits liabilities – (20,994) – (20,994) (21,851) (42,845)
Other comprehensive loss for the financial year, net of tax – (20,994) (1,056,330) (1,077,324) (1,108,319) (2,185,643)
Total comprehensive income/(loss) for the financial year – 1,181,399 (1,056,330) 125,069 76,866 201,935
Balance at 31 December 2017 757,460 11,947,356 (561,796) 12,143,020 12,465,107 24,608,127
31 DECEMBER 2016, 2017 AND 2018
COMBINED STATEMENTS OF CHANGES IN EQUITY (CONT’D)


Currency
$ $ $ $ $ $
Group
2018
Balance at 1 January 2018 757,460 11,947,356 (561,796) 12,143,020 12,465,107 24,608,127

Currency translation differences arising from consolidation – – (454,409) (454,409) (544,484) (998,893)
Remeasurement of post-employment benefits liabilities 22,771 – 22,771 21,711 44,482
A-10
Other comprehensive income/(loss) for the financial year,
net of tax – 22,771 (454,409) (431,638) (522,773) (954,411)
Total comprehensive income/(loss) for the financial year – 2,264,467 (454,409) 1,810,058 688,530 2,498,588
Dividend (Note 20) – (696,780) – (696,780) (725,220) (1,422,000)

Issuance of shares by a subsidiary (Note 19) 1,000,573 – – 1,000,573 10,107 1,010,680
Issuance of shares by the Company (Note 19) 3,000,000 – – 3,000,000 – 3,000,000
31 DECEMBER 2016, 2017 AND 2018
Adjustment pursuant to the Restructuring Exercise (Note 19) (1,758,033) – – (1,758,033) – (1,758,033)
Balance at 31 December 2018 3,000,000 13,515,043 (1,016,205) 15,498,838 12,438,524 27,937,362
31 DECEMBER 2016, 2017 AND 2018
COMBINED STATEMENTS OF CASH FLOWS

2016 2017 2018

$ $ $
Cash flows from operating activities

Profit before tax 4,507,363 2,615,175 4,052,367
Adjustments for:
Depreciation of property, plant and equipment 930,334 1,094,134 1,272,099
Post-employment benefits 4,492 (7,474) 72,493
Interest income (15,982) (11,025) (150,063)
Interest expense 517,467 308,861 128,194
Operating cash flows before working capital changes 5,943,674 3,999,671 5,375,090
Change in operating assets and liabilities:

Inventories (1,792) 7,940 (10,181)
Receivables 3,131,958 867,218 (3,459,038)
Payables (77,986) (111,427) 3,208,583
Currency translation difference 337,300 (416,095) 4,560
Cash generated from operations 9,333,154 4,347,307 5,119,014
Interest received 15,982 11,025 150,063
Taxes paid (223,921) (202,329) (432,663)
Net cash generated from operating activities 9,125,215 4,156,003 4,836,414
Cash flows from investing activities

Cash outflow pursuant to the Restructuring Exercise (Note 19) – – (1,758,033)
Purchases of property, plant and equipment (Note 12(b)) (136,375) (471,730) (1,353,951)
Advances to a director of the Company (285,560) – (12,324)
Advances to shareholders (249,216) (69,137) (26,070)
Increase in amount due from a related party (1,232,483) – –
Loan to a related party (4,440,666) (1,419,749) –
Repayment from a director of the Company 36,476 150,141 101,789
Repayment from shareholders – 284,288 55,932
Repayment from related parties – 103,190 6,486,509
Advances to a third party – – (35,374)
Net cash (used in)/generated from investing activities (6,307,824) (1,422,997) 3,458,478
A-11
31 DECEMBER 2016, 2017 AND 2018
COMBINED STATEMENTS OF CASH FLOWS (CONT’D)

2016 2017 2018

$ $ $
Cash flows from financing activities

Proceeds from issuance of shares 603,917 – 4,000,573
Proceeds from issuance of shares to non-controlling
interest 628,566 – 10,107
Dividend paid to shareholders – – (1,422,000)
Interest paid (517,467) (308,861) (128,194)
Loan received from a related party – 773,925 –
Repayment of bank loans (2,374,160) (2,066,151) (618,695)
Repayment of loan from a related party (539,869) (606,330) (961,711)
Repayment of finance lease liabilities – (19,067) (32,327)
Net cash (used in)/generated from financing activities (2,199,013) (2,226,484) 847,753
Net increase in cash and cash equivalents 618,378 506,522 9,142,645

Effect of exchange rate changes on cash and cash equivalents (10,035) (20,838) –
Cash and cash equivalents at beginning of financial year 1,090,000 1,698,343 2,184,027
Cash and cash equivalents at end of financial year 1,698,343 2,184,027 11,326,672
A-12
31 DECEMBER 2016, 2017 AND 2018
NOTES TO THE COMBINED FINANCIAL STATEMENTS

These notes form an integral part of and should be read in conjunction with the accompanying combined
financial statements.
1 Corporate information
Resources Global Development Pte. Ltd. (the “Company”) (Co. Reg. No. 201841763M) is
incorporated and domiciled in Singapore. On 23 December 2019, the Company was converted
into a public company limited by shares and changed its name to Resources Global Development
Limited.
The principal place of business of the Company is located at 144 Robinson Road, #07-01
Robinson Square, Singapore 068908.
The principal activity of the Company is that of investment holding. The principal activities of the
subsidiaries are disclosed in Note 5.
The Company’s immediate and ultimate holding company is Deli International Resources Pte. Ltd.,
incorporated in Singapore.
The combined financial statements have been prepared solely for inclusion in the Offer Document
to shareholders of Resources Global Development Limited in connection with the proposed initial
public offering of the ordinary shares of the Company.
2 The Restructuring Exercise

The Company has undertaken a restructuring exercise to streamline and rationalise the structure of
the Company and its subsidiaries (the “Group”) for the proposed listing of the Company’s shares on
the Catalist Board of Singapore Exchange Securities Trading Limited (the “Restructuring Exercise).
The details of the Restructuring Exercise are as follows:
(a) Incorporation of the Company

The Company was incorporated on 12 December 2018 under the Companies Act, Chapter
50 in Singapore as a private company limited by shares with an issued and paid-up share
capital of $3,000,000 comprising 3,000,000 shares. The initial subscriber of the shares is
Deli International Resources Pte. Ltd.
(b) Acquisition of 49% shares of PT Deli Pratama Angkutan Laut (“PT DPAL”)
On 12 December 2018, the Company entered into a deed of sale and purchase agreement
with a related party, PT Deli Niaga Sejahtera (“PT DNS”) to acquire 6,125 ordinary shares,
representing 49% of the issued and paid-up share capital of PT DPAL, at a consideration of
IDR6,125,000,000 ($575,873).
A-13
31 DECEMBER 2016, 2017 AND 2018
2 The Restructuring Exercise (cont’d)

(b) Acquisition of 49% shares of PT Deli Pratama Angkutan Laut (“PT DPAL”) (cont’d)
On 19 March 2019, a resolution was adopted in the general meeting of shareholders of PT
DPAL pursuant to which the shares of PT DPAL held by the Company and a related party
were converted and reclassified from ordinary shares to Class A shares, being ordinary
shares with one voting right per share, while the shares of PT DPAL held by a third party
were converted and reclassified from ordinary shares to Class B shares, being shares with
no voting rights. The share capital of PT DPAL was therefore divided into Class A shares and
Class B shares. Consequently, the Company effectively holds 50.5% of the voting shares in
PT DPAL and as such, PT DPAL became a subsidiary of the Company.
(c) Acquisition of 99% shares of PT Deli Niaga Sejahtera (“PT DNS”)

On 18 December 2018,
(i) the Company entered into a deed of sale and purchase agreement with a related
party, Resources International Development Pte. Ltd. to acquire 9,000 ordinary
shares, representing 75% of the issued and paid-up share capital of PT DNS, at a
consideration of IDR9,000,000,000 ($852,390); and
(ii) the Company also entered into a deed of sale and purchase agreement with a
related party, PT Sinar Deli to acquire 2,880 ordinary shares, representing 24% of the
issued and paid-up share capital of PT DNS, at a consideration of IDR2,880,000,000
($272,765).
(d) Sub-division
On 23 December 2019, 3,000,000 shares in the capital of the Company were sub-divided
into 75,000,000 shares.
For the financial years ended 31 December 2016, 2017 and 2018, the financial statements of the
subsidiaries were combined with the Company on the basis that the Group is a continuation of the
existing businesses of the subsidiaries under common control (refer Note 3(b)).
3 Summary of significant accounting policies

(a) Basis of preparation
The combined financial statements of the Group, expressed in Singapore dollar ($), have
been prepared in accordance with Singapore Financial Reporting Standards (International)
(“SFRS(I)”). The combined financial statements have been prepared under the historical cost
convention except as disclosed in the accounting policies below.
The preparation of combined financial statements in conformity with SFRS(I) requires the
use of estimates and assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the combined financial
statements and the reported amounts of revenues and expenses during the financial
years. Although these estimates are based on management’s best knowledge of current
events and actions and historical experiences and various other factors that are believed
to be reasonable under the circumstances, actual results may ultimately differ from those
estimates.
A-14
31 DECEMBER 2016, 2017 AND 2018
3 Summary of significant accounting policies (cont’d)

(a) Basis of preparation (cont’d)
Use of estimates and judgements
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions
to accounting estimates are recognised in the period in which the estimate is revised if the
revision affects only that period, or in the period of the revision and future periods if the
revision affects both current and future periods.
The areas involving a higher degree of judgement in applying accounting policies, or areas
where assumptions and estimates have a significant risk of resulting in material adjustment
within the next financial year are disclosed in Note 4.
The carrying amounts of cash and cash equivalents, current receivables and payables
approximate their respective fair values due to the relatively short-term maturity of these
financial instruments.
Convergence with International Financial Reporting Standards (IFRS)

In December 2017, the Accounting Standards Council (“ASC”) issued the Singapore
Financial Reporting Standards (International) (“SFRS(I)”). SFRS(I) comprises the standards
and interpretations that are identical to the International Financial Reporting Standards. As
required by the listing requirements of Singapore Exchange (“SGX”), Singapore incorporated
companies that have issued, or are in the process of issuing, equity or debt instruments for
trading in a public market in Singapore, will apply SFRS(I) with effect from annual periods
beginning on or after 1 January 2018. These combined financial statements for the years
ended 31 December 2016, 2017 and 2018 are the first set of financial statements of the
Group prepared in accordance with SFRS(I).
In adopting SFRS(I), the Group is required to apply all of the specific transition requirements
in SFRS(I) 1 First-time Adoption of SFRS(I).
Under SFRS(I), these financial statements are required to be prepared using accounting
policies that comply with SFRS(I). The same accounting policies are applied throughout all
periods presented in these financial statements, subject to the mandatory exceptions and
optional exemptions under SFRS(I) 1.
In addition to the adoption of the new framework, the Group also concurrently applied all
new and revised SFRS(I) and SFRS(I) Interpretations (“SFRS(I) INT”) that are effective for
the financial year 2018. The application of these new and revised SFRS(I) and SFRS(I) INT
do not have a material effect on the financial statements.
In adopting SFRS(I) in financial year 2018, the Group has applied the transition
requirements in SFRS(I) with 1 January 2017 as the date of transition. SFRS(I) 1 generally
requires that the Group applies SFRS(I) on a retrospective basis, subject to certain
mandatory exceptions and optional exemptions under SFRS(I) 1. The application and
transition to SFRS(I) did not have any significant impact on the financial statements of the
Group for the years ended 31 December 2017 and 31 December 2016.
A-15
31 DECEMBER 2016, 2017 AND 2018

SFRS(I) 15 Revenue from Contracts with Customers
SFRS(I) 15 replaces FRS 18 ‘Revenue’, FRS 11 ‘Construction contracts’ and other revenue-
related interpretations. It applies to all contracts with customers, except for leases, financial
instruments, insurance contracts and certain guarantee contracts and non-monetary
exchange contracts. SFRS(I) 15 provides a single, principle-based model to be applied to all
contracts with customers. An entity recognises revenue in accordance with the core principle
in SFRS(I) 15 by applying a 5-step approach.
Under SFRS(I) 15, an entity recognises revenue when (or as) a performance obligation is
satisfied, i.e. when “control” of the goods or services underlying the particular performance
obligation is transferred to the customer. The entity is required to exercise judgement, taking
into consideration all of the relevant facts and circumstances when applying each step of
the model; to contracts with their customers. The standard also specifies the accounting for
incremental costs of obtaining a contract and the costs directly related to fulfilling a contract.
The Group adopted SFRS(I) 15 using the full retrospective approach. The application of
SFRS(I) 15 did not have any significant impact on these financial statements.
SFRS(I) 9 Financial Instruments

SFRS(I) 9 replaces FRS 39 Financial Instruments: Recognition and Measurement for annual
periods beginning on or after 1 January 2018. It includes guidance on (i) the classification
and measurement of financial assets and financial liabilities; (ii) impairment requirements for
financial assets; and (iii) general hedge accounting. Financial assets are classified according
to their contractual cash flow characteristics and the business model under which they are
held. The impairment requirements in SFRS(I) 9 are based on an expected credit loss model
and replace FRS 39 incurred loss model.
The Group applied SFRS(I) 9 using a full retrospective approach, the Group assessed that
the adoption of SFRS(I) 9 does not have any material impact to the financial position and
results of the Group, except as described below:
Classification and measurement

Under SFRS(I) 9, the Group classifies its financial assets based on entity’s business model
for managing the financial assets and the contractual cash flow characteristics of the
financial assets. The assessment of whether contractual cash flows on debt instruments are
solely comprised of principal and interest was made based on the facts and circumstances
as at the initial recognition of the assets.
Loans and receivables (including trade and other receivables (excluding prepayments),
and cash and cash equivalents) are held to collect contractual cash flows and give rise to
cash flows representing solely payments of principal and interest. These are classified and
measured as debt instruments at amortised cost beginning 1 January 2016.
The Group has not designated any financial liabilities as at fair value through profit or loss.
There are no changes in classification and measurement for the Group’s financial liabilities.
A-16
31 DECEMBER 2016, 2017 AND 2018

New and revised standards
New standards, amendments to standards and interpretations that have been issued at the
end of the reporting period but are not yet effective for the financial year ended 31 December
2018 have not been applied in preparing these financial statements. None of these are
expected to have a significant effect on the financial statements of the Group and the
Company, except as follows:
SFRS(I) 16 Leases
SFRS(I) 16 replaces the existing FRS 17: Leases. It reforms lessee accounting by
introducing a single lessee accounting model. Lessees are required to recognise all leases
on their statements of financial position to reflect their rights to use leased assets (a “right-of-
use” asset) and the associated obligations for lease payments (a lease liability), within limited
exemptions for short term leases (less than 12 months) and leases of low value items. In
addition, the nature of expenses related to those leases will change as SFRS(I) 16 replaces
the straight-line operating lease expense with depreciation charge of right-of-use asset and
interest expense on lease liability. The accounting for lessors will not change significantly.
The Group plans to adopt the new standard on the required effective date using the modified
retrospective approach and recognises any differences in the carrying amounts of assets
and liabilities resulting from the adoption of SFRS(I) 16 at the date of initial application in the
opening retained earnings as at 1 January 2019. Right-of-use assets are recognised at an
amount equal to the lease liability (adjusted for any prepaid or accrued lease payments) on
adoption.
The standard is effective for annual periods beginning on or after 1 January 2019. The
standard will affect primarily the accounting for the Group’s operating leases. As at the
reporting date, the Group has non-cancellable operating lease commitments of $42,480
(Note 22). The Group expects to recognise the right-of-use assets and lease liabilities on
1 January 2019. The Group is in the process of performing a detailed assessment of the
impact.
Reconciliation of FRS to SFRS(I)

On 19 January 2017, Monetary Authority of Singapore (“MAS”) announced that those
entities who lodge prospectus with MAS on or after 1 January 2018 are required to prepare
the restatement of up to three years of historical audited financial statements in accordance
with SFRS(I) in the prospectus.
There is no impact on the combined financial statements of the Group arising from the
assessment on the adoption of SFRS(I). Accordingly, for the purposes of paragraph 8A(b)(ii)
of Part IX (Financial Information) of the Fifth Schedule of the Securities and Futures (Offers
of Investments) (Shares and Debentures) Regulations 2005, no audited reconciliation of
the statement of profit or loss and other comprehensive income, statement of cash flows,
statement of financial position and statement of changes in equity for the most recent
completed financial year has been presented.
A-17
31 DECEMBER 2016, 2017 AND 2018

(b) Business combinations
The combined financial statements comprise the financial statements of the Company and
its subsidiaries as at the end of the reporting date. Subsidiaries are combined from the date
on which control is transferred to the Group up to the effective date on which that control
ceases. The financial statements of the subsidiaries are prepared for the same reporting
date as the parent company. Consistent accounting policies are applied for like transactions
and events in similar circumstances.
Intragroup balances and transactions including income expenses and dividends, are
eliminated in full. Profits and losses resulting from intragroup transactions that are
recognised in assets, such as inventory and property, plant and equipment, are eliminated in
full.
Business combinations involving entities or businesses under common control are accounted
for by applying the pooling of interest method.
Non-controlling interests are that part of the net results of operations and of net assets of
a subsidiary attributable to the interests which are not owned directly or indirectly by the
equity holders of the Company. They are shown separately in the combined statement
of comprehensive income, statement of changes in equity and financial position. Total
comprehensive income is attributed to the non-controlling interests based on their respective
interests in a subsidiary, even if this results in the non-controlling interests having a deficit
balance.
The combined financial statements of the Group were prepared by applying the pooling
of interest method as the Restructuring Exercise as described in Note 2 is a legal
reorganisation of entities under common control. Under this method, the Company has been
treated as the holding company of the subsidiaries for the financial periods presented rather
than from the completion of the Restructuring Exercise. Accordingly, the results of the Group
include the results of the subsidiaries for the entire period under review. Such manner of
presentation reflects the economic substance of the companies, which were under common
control throughout the relevant period, as a single economic enterprise, although the legal
parent-subsidiary relationships were not established.
Pursuant to this:
- assets and liabilities are reflected at their existing carrying amounts;

- no adjustments are made to reflect the fair values on the date of combination or
recognise any new assets or liabilities;
- no amount is recognised for goodwill;
- upon the completion of the Restructuring Exercise, any difference between the
consideration paid by the Company and the share capital of the subsidiary is reflected
within the equity of the Group as merger reserve;
- prior to the issue of shares by the Company in connection with the Restructuring
Exercise the aggregate paid-up capital and retained earnings of the subsidiaries held
directly by the Company is shown as the Group’s share capital and retained earnings
for financial periods under review; and
- non-controlling interests are measured at the non-controlling interests proportionate
share of the entities’ net assets.
A-18
31 DECEMBER 2016, 2017 AND 2018

(b) Business combinations (cont’d)
Other business combinations are accounted for using acquisition method. The consideration
transferred for the acquisition of a subsidiary or business comprises the fair value of the
assets transferred, the liabilities incurred and the equity interests issued by the Group.
The consideration transferred also includes the fair value of any contingent consideration
arrangement and the fair value of any pre-existing equity interest in the subsidiary.
Acquisition-related costs are recognised as expenses as incurred. Identifiable assets
acquired and liabilities and contingent liabilities assumed in a business combination are
measured initially at their fair values at the acquisition date.
Any excess of the fair value of the consideration transferred in the business combination,
the amount of any non-controlling interest in the acquiree (if any) and the fair value of the
Group’s previously held equity interest in the acquiree (if any), over the fair value of the net
identifiable assets acquired is recorded as goodwill. In instances where the latter amount
exceeds the former and the measurement of all amounts has been reviewed, the excess is
recognised as gain from bargain purchase in profit or loss on the date of acquisition.
Changes in the Company’s ownership interest in a subsidiary that do not result in a loss
of control are accounted for as equity transactions (ie transactions with owners in their
capacity as owners). The carrying amount of the controlling and non-controlling interests are
adjusted to reflect the changes in their relative interests in the subsidiary. Any difference
between the amount by which the non-controlling interest is adjusted and the fair value of
the consideration paid or received is recognised directly in equity and attributable to owners
of the Company.
When a change in the Company’s ownership interest in a subsidiary results in a loss of

control over the subsidiary, the assets and liabilities of the subsidiary including any goodwill,
non-controlling interest and other components of equity related to the subsidiary are
derecognised. Amounts recognised in other comprehensive income in respect of that entity
are also reclassified to profit or loss or transferred directly to retained earnings if required by
a specific SFRS(I).
Any retained equity interest in the previous subsidiary is remeasured at fair value at the date
that control is lost. The difference between the carrying amount of the retained interest at the
date control is lost, and its fair value is recognised in profit or loss.
(c) Subsidiaries
Subsidiaries are entities controlled by the Group. The Group controls an entity when the
Group is exposed to, or has rights to, variable returns from its involvement with the entity and
has the ability to affect those returns through its power over the entity.
(d) Non-controlling interests

Non-controlling interests are that part of the net results of operations and of net assets of
a subsidiary attributable to the interests which are not owned directly or indirectly by the
equity holders of the Company. They are shown separately in the combined statements of
comprehensive income, statements of changes in equity and statements of financial position.
Total comprehensive income is attributed to the non-controlling interests based on their
respective interests in a subsidiary, even if this results in the non-controlling interests having
a deficit balance.
A-19
31 DECEMBER 2016, 2017 AND 2018

(d) Non-controlling interests (cont’d)
For non-controlling interests that are present ownership interests and entitle their holders
to a proportionate share of the acquiree’s net assets in the event of liquidation, the Group
elects on an acquisition-by-acquisition basis whether to measure them at fair value, or at
the non-controlling interests’ proportionate share of the acquiree’s net identifiable assets, at
the acquisition date. All other non-controlling interests are measured at acquisition-date fair
value or, when applicable, on the basis specified in another standard.
(e) Revenue recognition

Sale of coal
Revenue is recognised at a point in time when the goods are delivered to a contractually
agreed location where the control over the goods are passed to the customers. The
amount of revenue recognised is the amount of transaction price allocated to the satisfied
performance obligation (“PO”) as per specified in the contract with no element of financing
deemed present. The transaction price determined is the amount of consideration in the
contract to which the Group expects to be entitled in exchange for satisfying the PO. A
receivable is recognised when the coal are delivered as this is the point in time that the
consideration is unconditional because only the passage of time is required before the
payment is due.
Coal shipping services

Revenue from coal shipping activities in the ordinary course of business is recognised
over time when the Group satisfies a performance obligation by chartering of vessels for
transportation of coal contracts to customer as the customers simultaneously receives and
consumes benefits provided by the Group’s performance of the performance obligation as
the Group pertains. The amount of revenue recognised is the amount of the transaction price
as per the contract to the satisfied performance obligation.
Transaction price is the amount of consideration in the contract to which the Group expects
to be entitled in exchange for transferring the promised services and is allocated based on
time proportion basis.
Revenue from coal shipping is recognised over time based on actual number of days over
the total estimated number days of voyage that the vessels are chartered for transportation
of coal to the customer. The Group has a right to invoice the consideration from a customer
in an amount that corresponds directly to the period of chartering. Advances received from
customer for future deliveries of services is classified as contract liability. Contract liability is
recognised as revenue as (or when) the Group satisfies the performance obligation under its
contract.
Interest income
Interest income is recognised on a time proportion basis using the effective interest method.
(f) Employee benefits

Employee leave entitlement
Employee entitlements to annual leave and long service leave are recognised when they
accrue to employees. A provision is made for the estimated liability for annual leave and
long-service leave as a result of services rendered by employees up to the reporting period.
A-20
31 DECEMBER 2016, 2017 AND 2018

(f) Employee benefits (cont’d)
Post-employment benefits
Long-term and post-employment benefits, such as pension, severance pay, service pay
and other benefits are calculated in accordance with the “Company Regulation” of the
subsidiaries in Indonesia which is in line with Labor Law No. 13/2003 in Indonesia.
The calculation of estimated liabilities for employee benefits is determined using

management’s calculation. The assumptions used are discount rate, annual salary increment
rate and pension age.
The obligation for post-employment benefits recognised in the combined statements

of financial position is calculated at present value of estimated future benefits that the
employees have earned in return for their services in the current and prior years, deducted
by any plan assets. The calculation is performed by an independent actuary using the
Projected Unit Credit method.
When the benefits of a plan change, the portion of the increased or decreased benefits
relating to past services by employees is charged or credited to the profit or loss using the
straight-line method over the average remaining service period until the benefits become
vested. To the extent that the benefits vest immediately, the expense is recognised
immediately in the profit or loss. Actuarial gain or loss arising from experience adjustments
and changes in actuarial assumptions are recognised in other comprehensive income or
loss.
(g) Leases
When a Group entity is the lessee:
Finance leases
Leases of property, plant and equipment where the Group entity has transferred substantially
all the risks and rewards incidental to ownership of the leased assets to the lessees are
classified as finance leases.
Where assets are leased out under a finance lease, the leased asset is derecognised
and the present value of the lease payments (net of initial direct costs for negotiating and
arranging the lease) is recognised on the balance sheet as a receivable. The difference
between the gross receivable and the present value of the receivables is recognised as
unearned finance income. Finance income is recognised over the term of the lease using the
net investment method, which reflects a constant periodic rate of return.
Operating leases
Leases where a significant portion of the risks and rewards of ownership are retained by the
lessor are classified as operating leases. Payments made under operating leases (net of any
incentives received from the lessor) are taken to the profit or loss on a straight-line basis
over the period of the lease.
When an operating lease is terminated before the lease period has expired, any payment
required to be made to the lessor by way of penalty is recognised as an expense in the
period in which termination takes place.
A-21
31 DECEMBER 2016, 2017 AND 2018

(h) Income taxes
Income tax on the profit or loss for the year comprises current and deferred tax. Current and
deferred tax are recognised in profit or loss except to the extent that they relate to items
recognised outside profit or loss, either in other comprehensive income or directly in equity in
which the tax is also recognised outside profit or loss (either in other comprehensive income
or directly in equity respectively).
Current tax is the expected tax payable or recoverable on the taxable income for the current
year, using tax rates enacted or substantively enacted at the reporting period, and any
adjustment to tax payable or recoverable in respect of previous years.
Deferred income tax is provided using the liability method, on all temporary differences at
the reporting period arising between the tax bases of assets and liabilities and their carrying
amounts in the financial statements except where the deferred income tax arises from the
initial recognition of goodwill or an asset or liability in a transaction that is not a business
combination, and at the time of the transaction, affects neither the accounting nor taxable
profit or loss.
Deferred income tax is provided on temporary differences arising on investments in

subsidiaries, except where the timing of the reversal of the temporary difference can be
controlled by the Group and it is probable that the temporary difference will not reverse in the
foreseeable future.
Deferred tax assets are recognised to the extent that it is probable that future taxable profit
will be available against which the deductible temporary differences can be utilised.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply
in the year when the asset is realised or the liability is settled, based on currently enacted or
substantively enacted tax rates at the end of the reporting period.
(i) Property, plant and equipment

Property, plant and equipment are initially recognised at cost and subsequently carried at
cost less accumulated depreciation and any impairment in value.
The cost of property, plant and equipment initially recognised includes its purchase price
and any cost that is directly attributable to bringing the asset to the location and condition
necessary for it to be capable of operating in the manner intended by management.
Dismantlement, removal or restoration costs are included as part of the cost of property,
plant and equipment if the obligation for dismantlement, removal or restoration is incurred as
a consequence of acquiring or using the asset.
The cost of replacing a component of an item of property, plant and equipment is recognised
in the carrying amount of the item if it is probable that the future economic benefits
embodied within the component will flow to the Group, and its cost can be measured reliably.
The carrying amount of the replaced component is derecognised.
A-22
31 DECEMBER 2016, 2017 AND 2018

(i) Property, plant and equipment (cont’d)
No depreciation is provided on freehold land. Depreciation of other property, plant and
equipment is calculated on a straight line basis to allocate the depreciable amounts over
their estimated useful lives. The estimated useful lives are as follows:
Years
Buildings 20
Vessels and barges 10 - 20
Motor vehicles 5-8
Vessel equipment 4
Office equipment 3-8
Dry-docking 2
The residual values, estimated useful lives and depreciation method of property, plant and
equipment are reviewed, and adjusted as appropriate, at each reporting date. The effects of
any revision are recognised in profit or loss when the changes arise.
Fully depreciated assets are retained in the financial statements until they no longer in use.
Subsequent expenditure relating to property, plant and equipment that has already been
recognised is added to the carrying amount of the asset when it is probable that future
economic benefits, will flow to the Group and the cost can be reliably measured. Other
subsequent expenditure is recognised as an expense during the financial year in which it is
incurred.
Capital work-in-progress represents assets in the course of construction for production, or

administrative purposes, or for purposes not yet determined, are carried at cost, less any
recognised impairment loss until construction or development is completed. Cost includes
professional fees and, for qualifying assets, borrowing costs capitalised in accordance with
the Group’s accounting policies. Depreciation of these assets, on the same basis as other
property assets, commences when the assets are ready for their intended use.
Upon acquisition of a vessel, the components of the vessel which are required to be
replaced at the next dry-docking are identified and their costs are depreciated over the
period to the next estimated dry-docking date, which is generally 2-2.5 years. Costs incurred
on subsequent dry-docking of vessels are capitalised and depreciated over the period to the
next estimated dry-docking date. When significant dry-docking costs incurred prior to the
expiry of the depreciation period, the remaining costs of the previous dry-docking are written
off immediately.
On disposal of a property, plant and equipment, the difference between the net disposal
proceeds and its carrying amount is recognised in profit or loss.
(j) Inventories
Inventories are stated at the lower of cost and net realisable value. Costs of fuel and spare
parts are determined using the weighted average method.
A-23
31 DECEMBER 2016, 2017 AND 2018

(k) Impairment of non-financial assets excluding goodwill
At the end of each reporting period, the Group assesses the carrying amounts of its non-
financial assets to determine whether there is any indication that those assets have suffered
an impairment loss. If any such indication exists, the recoverable amount of the asset is
estimated in order to determine the extent of the impairment loss (if any). Where it is not
possible to estimate the recoverable amount of an individual asset, the group estimates the
recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In
assessing value in use, the estimated future cash 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.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than
its carrying amount, the carrying amount of the asset (cash-generating unit) is reduced to its
recoverable amount. An impairment loss is recognised immediately in profit or loss, unless
the relevant asset is carried at a revalued amount, in which case the impairment loss is
recognised in other comprehensive income up to the amount of any previous revaluation.
Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-
generating unit) is increased to the revised estimate of its recoverable amount, but so that
the increased carrying amount does not exceed the carrying amount that would have been
determined had no impairment loss been recognised for the asset (cash-generating unit)
in prior years. A previously recognised impairment loss for an asset other than goodwill is
only reversed if there has been a change in the estimates used to determine the asset’s
recoverable amount since the last impairment loss was recognised. A reversal of an
impairment loss is recognised immediately in profit or loss, unless the relevant asset is
carried at a revalued amount, in which case the reversal of the impairment loss is treated as
a revaluation increase.
(l) Cash and cash equivalents

For the purpose of presentation in the combined statements of cash flows, cash and cash
equivalents comprise cash on hand and deposits with financial institutions which are subject
to an insignificant risk of change in value.
(m) Financial assets

Recognition and derecognition
Regular way purchases and sales of financial assets are recognised on trade date - the
date on which the Group commits to purchase or sell the asset. Financial assets are
derecognised when the rights to receive cash flows from the financial assets have expired
or have been transferred and the Group has transferred substantially all risks and rewards of
ownership.
Financial assets are initially measured at fair value. Transaction costs that are directly
attributable to the acquisition of financial assets (other than financial assets at fair value
through profit or loss) are added to the fair value of the financial assets on initial recognition.
Transaction costs directly attributable to acquisition of financial assets at fair value through
profit or loss are recognised immediately in profit or loss. Trade receivables without a
significant financing component is initially measured at transaction prices.
A-24
31 DECEMBER 2016, 2017 AND 2018

(m) Financial assets (cont’d)
Classification and measurement
All financial assets are classified at amortised cost. The classification is based on the
entity’s business model for managing the financial asset and the contractual cash flow
characteristics of the financial assets. The Group reclassifies financial assets when and only
when its business model for managing those assets changes.
Subsequent measurement
Debt instruments include cash and cash equivalents and trade and other receivables
(excluding prepayments). These are subsequently measured at amortised cost based on the
Group’s business model for managing the asset and cash flow characteristics of the asset.
The Group measures financial assets at amortised cost if both of the following conditions are
met:
 The financial asset is held within a business model with the objective to hold financial
assets in order to collect contractual cash flows; and
 The contractual terms of the financial asset give rise on specific dates to cash flows
that are solely payments of principal and interest on the principal amount outstanding.
Financial assets at amortised cost are subsequently measured using the effective interest
rate (“EIR”) method and are subject to impairment. Gains and losses are recognised in profit
or loss when the asset is derecognised, modified or impaired. Interest income from these
financial assets is included in interest income using the EIR method.
Impairment
The Group recognises an allowance for expected credit losses (“ECLs”) for financial assets
carried at amortised cost. ECLs are based on the difference between the contractual cash
flows due in accordance with the contract and all the cash flows that the Group expects to
receive, discounted at an approximation of the original effective interest rate.
The impairment methodology applied depends on whether there has been a significant
increase in credit risk. For credit exposures for which there has not been a significant
increase in credit risk since initial recognition, ECLs are provided for credit losses that result
from default events that are possible within the next 12-months (a 12-month ECL). For those
credit exposures for which there has been a significant increase in credit risk since initial
recognition, a loss allowance is required for credit losses expected over the remaining life of
the exposure, irrespective of the timing of the default (a lifetime ECL).
For trade receivables that do not have a significant financing component, the Group applies
a simplified approach to recognise a loss allowance based on lifetime ECLs at each
reporting date. The Group has established a provision matrix that is based on its historical
credit loss experience, adjusted as appropriate for current conditions and forward-looking
factors specific to the debtors and the economic environment.
A-25
31 DECEMBER 2016, 2017 AND 2018

(m) Financial assets (cont’d)
Impairment (cont’d)
If the Group has measured the loss allowance for a financial asset at an amount equal
to lifetime ECL in the previous reporting period, but determines at the current reporting
date that the conditions for lifetime ECL are no longer met, the Group measures the loss
allowance at an amount equal to 12-month ECL at the current reporting date.
The Group recognises an impairment gain or loss in profit or loss for all financial assets with
a corresponding adjustment to their carrying amount through a loss allowance account.
(n) Financial liabilities

Financial liabilities include payables and accruals, borrowings and finance lease liabilities.
Financial liabilities are recognised on the combined statements of financial position when,
and only when, the Group becomes a party to the contractual provisions of the financial
instruments. Financial liabilities are initially recognised at fair value plus directly attributable
transaction costs and subsequently measured at amortised cost using the effective interest
method.
A financial liability is derecognised when the obligation under the liability is extinguished.
Gains and losses are recognised in profit or loss when the liabilities are derecognised and
through the amortisation process.
(o) Functional and foreign currencies

Functional and presentation currency
Items included in the financial statements of each entity in the Group are measured using
the currency of the primary economic environment in which that entity operates (‘the
functional currency’). The financial statements of the Group are presented in Singapore
Dollar, which is the Company’s functional currency.
Transactions and balances

Transactions in a currency other than the functional currency (“foreign currency”) are
translated into the functional currency using the exchange rates prevailing at the dates of
the transactions. Currency translation gains and losses resulting from the settlement of
such transactions and from the translation at year-end exchange rates of monetary assets
and liabilities denominated in foreign currencies are recognised in profit or loss, except for
currency translation differences on net investment in foreign operations and borrowings and
other currency instruments qualifying as net investment hedges for foreign operations, which
are included in the currency transaction reserve within equity in the consolidated financial
statements. The currency translation reserve is reclassified from equity to profit or loss of the
Group on disposal of the foreign operation.
Non-monetary items measured at fair values in foreign currencies are translated using the
exchange rates at the date when the fair values are determined.
A-26
31 DECEMBER 2016, 2017 AND 2018

(o) Functional and foreign currencies (cont’d)
Translation of Group entities’ financial statements
The results and financial position of all the Group entities (none of which has the currency
of a hyperinflationary economy) that have a functional currency different from the Group’s
presentation currency are translated into the presentation currency as follows:
- Assets and liabilities are translated at the closing rates at the end of the reporting
periods;
- Income and expenses are translated at average exchange rates (unless the average
is not a reasonable approximation of the cumulative effect of the rates prevailing on
the transaction dates, in which case income and expenses are translated using the
exchange rates at the dates of the transactions); and
- All resulting exchange differences are recognised in the currency translation reserve
within equity.
On consolidation, exchange differences arising from the translation of the net investment
in foreign operations (including monetary items that, in substance, form part of the net
investment in foreign entities), and of borrowings and other currency instruments designated
as hedges of such investments, are taken to the foreign currency translation reserve.
On disposal of a foreign group entity, the cumulative amount of the currency translation
reserve relating to that particular foreign entity is reclassified from equity and recognised in
profit or loss when the gain or loss on disposal is recognised.
(p) Share capital

Proceeds from issuance of ordinary shares are recognised as share capital in equity.
Incremental costs directly attributable to the issuance of ordinary shares are deducted
against share capital.
(q) Provision for other liabilities

Provisions are recognised when the Group has a present legal or constructive obligation
as a result of past event, and it is probable that an outflow of economic resources will be
required to settle that obligation and that the amount can be estimated reliably. Provisions
are measured at management’s best estimate of the expenditure required to settle the
obligation at the end of reporting period, and are discounted to present value where the
effect is material.
When discounting is used, the increase in the provision due to passage of time is recognised
as a finance cost in profit or loss.
(r) Borrowing costs

Borrowing costs, which comprise interest and other costs incurred in connection with the
borrowing of funds, are capitalised as part of the cost of a qualifying asset if they are directly
attributable to the acquisition, construction or production of that asset. Capitalisation of
borrowing costs commences when the activities to prepare the asset for its intended use or
sale are in progress and the expenditures and borrowing costs are incurred. Borrowing costs
are capitalised until the assets are substantially completed for their intended use or sale. All
other borrowing costs are recognised in the profit or loss using the effective interest method.
A-27
31 DECEMBER 2016, 2017 AND 2018

(s) Dividend
Interim dividends are recorded during the financial year in which they are declared payable.
Final dividends are recorded in the Group’s combined financial statements in the period in
which they are approved by the Company’s shareholders.
(t) Segment reporting

An operating segment is a component of the Group that engages in business activities from
which it may earn revenue and incurs expenses, including revenues and expenses that
relate to transactions with other components of the Group. Operating segments are reported
in a manner consistent with the internal reporting provided to the Group’s chief operating
decision maker for making decision about allocating resources and assessing performance
of the operating segments.
4 Critical accounting judgements and key sources of estimation uncertainty

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

In the process of applying the Group’s accounting policies, which are described in Note 3,
management has made the following judgement that has the most significant effect on the amounts
recognised in the financial statements (apart from those involving estimations):
Functional currency
The Group measures foreign currency transactions in the respective functional currencies of
the Company and its subsidiaries. In determining the functional currencies of the entities in the
Group, judgement is required by management to determine the primary economic environment
in which the entities operate, the entities’ process of determining sales prices and the currency
of the country whose competitive forces and regulations mainly influences the prices of its goods
and services. Management has assessed that prices are mainly denominated and settled in the
respective local currency of the entities of the Group. In addition, most of the entities’ cost base is
mainly denominated in their respective local currency. Therefore, management concluded that the
functional currency of the entities of the Group is their respective local currency.
Key sources of estimation uncertainty

The key assumptions concerning the future, and other key sources of estimation uncertainty at
the end of the reporting period, that have a significant risk of causing a material adjustment to the
carrying amounts of assets and liabilities within the next financial year, are discussed below.
Estimated useful lives of property, plant and equipment

The useful life of each of the items of the Group’s property, plant and equipment is estimated
based on the period over which the assets are expected to be available for use. Such estimation is
based on internal technical evaluations and experience with similar assets.
A-28
31 DECEMBER 2016, 2017 AND 2018
4 Critical accounting judgements and key sources of estimation uncertainty (cont’d)

Key sources of estimation uncertainty (cont’d)
The estimated useful life of each asset is reviewed periodically and updated if expectations differ
from previous estimates due to physical wear and tear, technical or commercial obsolescence
and legal or other limits on the use of the assets. It is possible, however, that future results of
the operations could be materially affected by changes in the amounts and timing of recorded
expenses brought about by changes in the factors mentioned above.
A change in the estimated useful life of any item of property, plant and equipment would affect
the recorded depreciation expense and carrying values of the assets. The carrying amounts of
property, plant and equipment at the end of the reporting periods are disclosed in Note 12.
5 Subsidiaries
At the end of the reporting periods, the Group has the following subsidiaries:
Name of subsidiary Ownership interest held

(Country of incorporation) Principal activities by the Group
2016 2017 2018
% % %
(1)
PT Deli Niaga Sejahtera
(Indonesia) (“PT DNS”) Coal Trading 99* 99* 99*
PT Deli Pratama Angkutan Laut (1)

(Indonesia) (“PT DPAL”) Coal Shipping 49# 49# 49#
* The non-controlling interest of the entity is PT Deli Indonesia Sejahtera, a related party which holds 1%
equity interest in this subsidiary.
# The non-controlling interests of the entity are PT Deli Indonesia Sejahtera, holding 48% equity
interests (voting) and PT Karya Niaga Gemilang, holding 3% equity interest (non-voting). Effectively,
the Company holds 50.5% of the voting rights in PT DPAL, and therefore PT DPAL is deemed to be
controlled by the Company.
For the financial years ended 31 December 2016, 2017 and 2018, the financial statements of the
subsidiaries were combined with the Company on the basis that the Group is a continuation of the
existing businesses of the subsidiaries under common control.
(a) Summarised financial information of subsidiaries with material non-controlling

interests (“NCI”)
The Group has the following subsidiary that has NCI that is considered by management to
be material to the Group:
Ownership interests
Principal place of business/ held by NCI
Name of subsidiary Country of incorporation 2016, 2017 and 2018
PT DPAL Indonesia 51%
A-29
31 DECEMBER 2016, 2017 AND 2018
5 Subsidiaries (cont’d)
interests (“NCI”) (cont’d)
The following is the summarised financial information of the Group’s subsidiary with NCI that
is considered by management to be material to the Group. This financial information include
consolidation adjustments but before inter-company eliminations.
Summarised Statements of Financial Position
2016 2017 2018

$ $ $
Non-current assets 16,925,451 11,842,844 14,436,346

Current assets 12,686,261 14,987,081 10,903,404
Non-current liabilities 1,486,359 775,795 208,596
Current liabilities 3,836,994 1,616,077 795,359
Net assets 24,288,359 24,438,053 24,335,795
Net assets attributable to NCI 12,387,063 12,463,407 12,411,255
Summarised Statements of Comprehensive Income
2016 2017 2018

$ $ $
Revenue 18,660,046 16,704,991 8,319,802

Income tax expense (223,921) (200,460) (99,838)
Profit after tax 4,283,443 2,322,616 2,345,057
Other comprehensive income/(loss) 1,078,164 (2,172,921) (1,025,316)
Total comprehensive income 5,361,607 149,695 1,319,741
Total comprehensive income allocated to NCI 2,734,420 76,344 673,068
Summarised Cash Flows
2016 2017 2018

$ $ $
Cash flows generated from operating activities 9,114,654 4,014,689 3,930,539

Cash flows (used in)/generated from investing
activities (6,307,824) (1,526,187) 5,263,256
Cash flows used in financing activities (2,199,014) (2,226,485) (2,451,686)
Net increase in cash and cash equivalents 607,816 262,017 6,742,109
A-30
31 DECEMBER 2016, 2017 AND 2018
6 Revenue
2016 2017 2018

$ $ $
Coal trading – 2,500,106 36,437,377

Coal shipping services 18,660,046 16,704,991 8,319,802
18,660,046 19,205,097 44,757,179
The following table provides a disaggregation disclosure of the Group’s revenue by timing of
revenue recognition.
Coal Coal shipping

trading services Total
$ $ $
2016
Timing of revenue recognition
Over time – 18,660,046 18,660,046
2017
At a point in time 2,500,106 – 2,500,106
Over time – 16,704,991 16,704,991
2,500,106 16,704,991 19,205,097
2018
At a point in time 36,437,377 – 36,437,377
Over time – 8,319,802 8,319,802
36,437,377 8,319,802 44,757,179
The Group mainly operates in Indonesia. The Group applies the practical expedient in SFRS(I) 15
and does not disclose information about its remaining performance obligation because:
 The performance obligation is part of a contract that has an original expected duration of one
year or less; or
 The Group has a right to invoice a customer in an amount that corresponds directly with its
performance to date, and it recognises revenue in that amount.
7 Finance costs
2016 2017 2018

$ $ $
Interest expense on:

- bank loans 387,013 238,041 112,783
- finance lease liabilities – 4,070 8,475
- loans from a related party 130,454 66,750 6,936
517,467 308,861 128,194
A-31
31 DECEMBER 2016, 2017 AND 2018
8 Profit before tax
2016 2017 2018

$ $ $
This is arrived at after charging/(crediting):
Included in cost of sales and services:

Depreciation of vessels and vessel equipment 911,797 1,060,321 1,233,703
Coal purchases – 1,410,064 30,342,142
Freight charter 3,374,478 4,218,163 3,757,511
Fuel expenses 6,632,026 6,424,111 1,458,331
Loading/discharging expenses 119,253 313,341 327,351
Mooring and anchoring expenses 368,486 468,550 383,929
Repair and maintenance 262,693 223,048 383,214
Staff costs 688,568 809,283 764,156
Included in administrative expenses:

Depreciation of property, plant and equipment 18,537 33,813 38,396
Insurance expenses 2,442 21,481 16,955
Licensing fee – 140,080 125,089
Office rental – 25,429 33,720
Office supplies 53,274 57,148 59,619
Professional fees 18,087 18,068 448,535
Repair and maintenance 16,960 35,610 46,316
Staff costs 266,569 248,587 577,797
(Gain)/loss on foreign currency exchange, net (75,141) (9,986) 63,069
9 Staff costs
2016 2017 2018

$ $ $
Directors of the subsidiaries:

- Salaries and related costs 56,904 80,488 243,920
Other personnel:
- Salaries and related costs 893,741 984,856 1,025,540
- Post-employment benefits (Note 15) 4,492 (7,474) 72,493
955,137 1,057,870 1,341,953
10 Tax expense
2016 2017 2018
$ $ $
Tax expense attributable to profits is made up of:
Current income tax provision 223,921 227,624 601,215

Current year deferred tax – (27) (1,847)
223,921 227,597 599,368
A-32
31 DECEMBER 2016, 2017 AND 2018
10 Tax expense (cont’d)

The income tax expense on the results of the financial year varies from the amount of income tax
determined by applying the domestic rates applicable in the countries where the Group entities
operate due to the following factors:
2016 2017 2018

$ $ $
Tax calculated at domestic rate in the countries in

which the Group entities operate 1,126,840 653,794 1,013,092
Expenses not deductible for tax purposes – 7,759 63,707
Deferred tax asset not recognised – – 71,323
Effect of income subject to Final Income Tax on
revenue from coal shipping services (902,919) (433,956) (548,737)
Others – – (17)
223,921 227,597 599,368
The corporate income tax rate applicable to the Company is 17% (2017: 17%; 2016: 17%). The
corporate income tax rate applicable to the subsidiaries in Indonesia is 25% (2017: 25%; 2016:
25%).
For revenue earned through coal shipping services provided by a subsidiary in Indonesia, the Final
Income Tax payable is 1.2% (2017: 1.2%; 2016: 1.2%) on its revenue.
At 31 December 2018, the aggregate amount of temporary differences associated with

undistributed earnings of subsidiaries for which deferred tax liabilities have not been recognised
is $2,680,000 (2017: $2,430,000; 2016: $2,196,000). No liability has been recognised in respect
of these differences because the Group is in a position to control the timing of the reversal of the
temporary differences and it is probable that such differences will not reverse in the foreseeable
future.
11 Earnings per share

Basic earnings per share amounts are calculated by dividing profit for the year, net of tax,
attributable to equity holders of the Company by the pre-placement number of ordinary shares of
75,000,000 for the 3 financial years.
Diluted earnings per share are the same as basic earnings per shares as there were no potential
dilutive ordinary shares existed during the respective financial years.
The following table reflects the profit for the financial year attributable to equity holders of the
Company and share data used in the computation of basic and diluted earnings per share for the
years ended 31 December 2016, 2017 and 2018.
2016 2017 2018

$ $ $
Profit for the year attributable to equity holders of the

Company ($) 2,098,887 1,202,393 2,241,696
Pre-placement number of ordinary shares 75,000,000 75,000,000 75,000,000
A-33
12 Property, plant and equipment
Vessels and Dry Vessel Office Capital work-in-

Land Buildings barges docking Motor vehicles equipment equipment progress Total
$ $ $ $ $ $ $ $ $
Cost
At 1 January 2016 1,611,493 216,465 16,526,884 – 115,500 48,413 640 – 18,519,395
Additions – – – 133,384 – – 2,991 – 136,375
Exchange difference 83,149 11,169 852,751 4,843 5,959 2,498 141 – 960,510
At 31 December 2016 1,694,642 227,634 17,379,635 138,227 121,459 50,911 3,772 – 19,616,280
Additions – – – 461,514 78,796 – 5,149 – 545,459
Exchange difference (141,574) (19,017) (1,451,937) (31,987) (13,636) (4,253) (543) – (1,662,947)
At 31 December 2017 1,553,068 208,617 15,927,698 567,754 186,619 46,658 8,378 – 18,498,792
Additions – – – 715,957 115,742 – 6,979 625,680 1,464,358
Exchange difference (67,559) (9,075) (692,860) (28,247) (8,692) (2,030) (382) (3,102) (811,947)
At 31 December 2018 1,485,509 199,542 15,234,838 1,255,464 293,669 44,628 14,975 622,578 19,151,203
A-34
Accumulated depreciation
At 1 January 2016 – – 1,592,964 – 42,550 27,777 400 – 1,663,691
Depreciation charge – 3,661 838,538 61,043 14,651 12,216 225 – 930,334
Exchange difference – 133 112,637 2,216 2,727 1,876 28 – 119,617
At 31 December 2016 – 3,794 2,544,139 63,259 59,928 41,869 653 – 2,713,642
Depreciation charge – 10,914 833,289 220,501 20,788 6,531 2,111 – 1,094,134
31 DECEMBER 2016, 2017 AND 2018
Exchange difference – (800) (249,447) (15,050) (5,926) (3,787) (148) – (275,158)

At 31 December 2017 – 13,908 3,127,981 268,710 74,790 44,613 2,616 – 3,532,618
At 31 December 2018 – 23,280 3,753,654 720,910 97,445 44,628 4,821 – 4,644,738
Net carrying value

At 31 December 2016 1,694,642 223,840 14,835,496 74,968 61,531 9,042 3,119 – 16,902,638
At 31 December 2017 1,553,068 194,709 12,799,717 299,044 111,829 2,045 5,762 – 14,966,174
At 31 December 2018 1,485,509 176,262 11,481,184 534,554 196,224 – 10,154 622,578 14,506,465
31 DECEMBER 2016, 2017 AND 2018
12 Property, plant and equipment (cont’d)
(a) The net carrying values of property, plant and equipment of the Group held under finance
lease arrangements at the end of the reporting periods were as follows:
2016 2017 2018

$ $ $
Motor vehicles – 69,352 168,903
(b) Additions to property, plant and equipment are as follows:
2016 2017 2018

$ $ $
Cash outflow on acquisition 136,375 471,730 1,353,951

Acquisition under finance leases – 73,729 110,407
136,375 545,459 1,464,358
(c) Borrowings are secured on vessels of the Group, with a net carrying value of $2,969,660
(2017: $5,716,830; 2016: $12,835,743) as at the end of the financial year.
13 Trade and other receivables
2016 2017 2018

$ $ $
Current
Trade receivables
- third parties 834,072 3,646,052 5,517,245
- related parties 3,438,252 – –
Other receivables 19,826 11,242 47,523
Amounts due from related parties 1,388,169 1,173,579 –
Amount due from a director 258,127 93,070 –
Amounts due from shareholders 258,264 31,065 –
Advanced payment to a supplier – – 1,605,873
Loan to a related party 4,601,888 5,574,308 –
Deposits 240,721 8,374 31,154
Prepayments 32,839 81,222 67,695
Prepaid taxes 5,165 1,787 333
11,077,323 10,620,699 7,269,823
Non-current
Other deposits 22,813 20,907 19,997
Amounts due from related parties, a director and shareholders are non-trade in nature, unsecured,
interest free and repayable on demand.
Loan to a related party is non-trade in nature, unsecured, interest free and repayable on demand.
The loan has been fully settled in year 2018.
A-35
31 DECEMBER 2016, 2017 AND 2018
14 Inventories
2016 2017 2018

$ $ $
Spare parts, at cost 28,966 21,026 31,207
15 Liabilities for post-employment benefits

The Group’s subsidiaries recognised liabilities for post-employment benefits based on the actuarial
calculation by an independent actuary. The actuarial calculation in regard to the compensation cost
adheres to the current value principle from the total payment of compensation due to retirement,
demise and disability. The calculation of current value is obtained from the use of various actuarial
assumptions, not only based on the level of interest but also based on salary increment, mortality,
disability and resignation levels.
The present value of the defined benefit obligation, and the related current service cost and past
service cost, were measured using the projected unit credit method. No funding has been made for
this defined benefit scheme.
The principal assumptions used in determining post-employment benefits as at the end of the
reporting periods were as follows:
2016 2017 2018
Normal retirement age – 55 years old 55 years old

Salary increment rate per annum – 10% 10%
Discount rate per annum – 7.80% 9.65%
Mortality rate – TMI 3 2011 TMI 3 2011
Disability level – 10% x TMI 10% x TMI
Resignation level per annum – 10% until age 25 10% until age 25
and linearly and linearly
decreasing decreasing
PT Deli Pratama Angkutan Laut
2016 2017 2018
Normal retirement age 56 years old 56 years old 56 years old

Salary increment rate per annum 10% 10% 10%
Discount rate per annum 8.70% 7.60% 8.55%
Mortality rate TMI 2011 TMI 2011 TMI 2011
Disability level 5% x TMI 2011 5% x TMI 2011 5% x TMI 2011
Resignation level per annum 10% until age 25 10% until age 25 10% until age 25
then decreasing to then decreasing to then decreasing to
1% at age 55 1% at age 55 1% at age 55
If the discount rate had been 1 percent higher with all other variables held constant, the
present value of defined benefits obligation would have been $159,380 (2017: $139,307; 2016:
$123,000) lower. If the discount rate had been 1 percent lower, the present value of defined
benefits obligation would have been $210,136 (2017: $190,304; 2016: $160,815) higher.
A-36
31 DECEMBER 2016, 2017 AND 2018
15 Liabilities for post-employment benefits (cont’d)
The amounts recognised in the combined statements of financial position are determined as
follows:
2016 2017 2018

$ $ $
Present value of defined benefit obligations 140,290 162,375 182,537
Movements in the account are as follows:
At beginning of the financial year 92,451 140,290 162,375

Remeasurement recognised in other comprehensive
loss/(income), gross of tax 37,067 42,845 (45,132)
Post-employment benefits expense (Note 9) 4,492 (7,474) 72,493
Exchange difference 6,280 (13,286) (7,199)
At end of the financial year 140,290 162,375 182,537
The following table summarises the components of defined post-employment benefits expense
recognised in the combined statements of comprehensive income:
2016 2017 2018

$ $ $
Current service cost 28,117 44,279 53,026

Interest cost on defined benefit obligation 6,085 6,830 12,106
Benefit payments (29,710) (58,583) –
Adjustment due to recognition of past services – – 7,361
Post-employment benefits expense 4,492 (7,474) 72,493
Defined post-employment benefits expense is recognised in the “Administrative expenses” line item
in the combined statements of comprehensive income.
The following table summarises the changes in liabilities for post-employment benefits recognised
in the combined statements of comprehensive income:
2016 2017 2018

$ $ $
At beginning of the financial year (19,021) 16,873 57,925

Addition – 109 –
Other comprehensive loss/(income), gross of tax 37,067 42,845 (45,132)
Exchange difference (1,173) (1,902) (2,296)
At end of the financial year 16,873 57,925 10,497
A-37
31 DECEMBER 2016, 2017 AND 2018

The remeasurement of post-employment benefits recognised in the other comprehensive loss/
(income) is as follows:
2016 2017 2018

$ $ $
Gross amount of remeasurement 37,067 42,845 (45,132)

Less tax – – 650
Amount net of tax 37,067 42,845 (44,482)
Management has reviewed the assumptions used and agreed that these assumptions are
adequate. Management believes that the liabilities for post-employment benefits are sufficient to
cover the Group’s liability for its employee benefits.
16 Borrowings
2016 2017 2018

$ $ $
Current
Bank loans 2,154,651 643,625 564,325
Finance lease liabilities – 28,707 26,310
Loan from a related party
- Loan A 916,890 260,814 –
- Loan B – 739,650 –
3,071,541 1,672,796 590,635
Non-current
Bank loans 1,346,069 589,990 –
Finance lease liabilities – 23,534 101,351
1,346,069 613,524 101,351
4,417,610 2,286,320 691,986
Bank loans
Bank loans of the Group are secured by the vessels, corporate guarantee from a related party,
PT Sinar Deli and joint and several personal guarantees by several ultimate beneficial owners of
the Group. Interest is payable at 12.5% (2017: 12.5%; 2016: 12.5%) per annum.
The Group’s non-current bank loans are floating rate instruments that are repriced to market
interest rates on or near the end of the reporting period. Accordingly, the fair values of these
borrowings, determined from discounted cash flow analysis using market lending rates for similar
borrowings which the management expects would be available to the Group at the end of the
reporting period, would approximate their carrying amounts at the end of the reporting period. This
fair value measurement for disclosure purposes is categorised as Level 3 of the fair value hierarchy.
A-38
31 DECEMBER 2016, 2017 AND 2018
16 Borrowings (cont’d)
Loan from a related party
Loan A from a related party was secured by the vessels, bore interest at 11% per annum and
repaid in May 2018.
Loan B from a related party was unsecured, interest free and repaid on demand.
Finance lease liabilities
Minimum lease Present value of lease

payments payments
2016 2017 2018 2016 2017 2018
$ $ $ $ $ $
Not later than 1 year – 34,497 42,132 – 28,707 26,310

Later than 1 year but
not later than 5 years – 29,309 135,545 – 23,534 101,351
Total minimum lease
payments – 63,806 177,677 – 52,241 127,661
Less: future finance
charges – (11,565) (50,016) – – –
Present value of finance
lease liabilities – 52,241 127,661 – 52,241 127,661
2016 2017 2018

$ $ $
Representing finance lease liabilities:

Current – 28,707 26,310
Non-current – 23,534 101,351
– 52,241 127,661
At 31 December 2018, the finance leases bear interest of 6.95% to 15.5% (2017: 6.95% to 15.5%;
2016: Nil) per annum.
The net carrying values of property, plant and equipment acquired under finance lease
arrangements are disclosed in Note 12.
Finance lease liabilities of the Group are secured by the rights to the leases of motor vehicles,
which will revert to the lessor in the event of default by the Group.
Based on the discounted cash flow analysis using a discount rate based upon market lending rate
for similar borrowings which the directors expect would be available to the Group at the end of the
reporting period, the carrying amounts of finance lease liabilities approximates their fair values
at the end of the reporting period as the market lending rates at the end of the reporting period
were not significantly different from the effective interest rates of the Group’s existing finance lease
liabilities. This fair value measurement for disclosure purposes is categorised as Level 3 of the fair
value hierarchy.
A-39
31 DECEMBER 2016, 2017 AND 2018
Reconciliation of movements of liabilities to cash flows arising from financing activities:
Finance lease Loan from a

Bank loans liabilities related party Total
$ $ $ $
Balance at 1.1.2016 5,668,590 – 1,403,921 7,072,511

Changes from financing cash flows:
- Repayment (2,374,160) – (539,869) (2,914,029)
- Interest paid (387,013) – (130,454) (517,467)
Non-cash changes:
- Interest expenses 387,013 – 130,454 517,467
- Exchange difference 206,290 – 52,838 259,128
Balance at 31.12.2016 3,500,720 – 916,890 4,417,610
Balance at 1.1.2017 3,500,720 – 916,890 4,417,610

- Proceeds – – 773,925 773,925
- Repayment (2,066,151) (19,067) (606,330) (2,691,548)
- Interest paid (238,041) (4,070) (66,750) (308,861)
Non-cash changes:
- Interest expenses 238,041 4,070 66,750 308,861
- Additional finance leases – 73,729 – 73,729
- Exchange difference (200,954) (2,421) (84,021) (287,396)
Balance at 31.12.2017 1,233,615 52,241 1,000,464 2,286,320
Balance at 1.1.2018 1,233,615 52,241 1,000,464 2,286,320

- Repayment (618,695) (32,327) (961,711) (1,612,733)
- Interest paid (112,783) (8,475) (6,936) (128,194)
Non-cash changes:
Balance at 31.12.2018 564,325 127,661 – 691,986
17 Trade and other payables

2016 2017 2018
$ $ $
Trade payables
- third parties 221,327 386,480 296,018
- related parties – – 3,041,028
Other payables 14,413 12,152 21,522
Accrued operating expenses 15,065 45,322 435,960
250,805 443,954 3,794,528
A-40
31 DECEMBER 2016, 2017 AND 2018
18 Contract liabilities
Contract liabilities relate to advances received from customers for future deliveries of services.
Contract liabilities are recognised as revenue as (or when) the Group satisfies the performance
obligations under its contract.
The following table provides information about contract liabilities from contracts with customers.
2016 2017 2018

$ $ $
Contract liabilities 446,582 163,673 40,298
19 Share capital
2016 2017 2018

$ $ $
At beginning of the financial year 153,543 757,460 757,460

Issuance of shares by the subsidiaries 603,917 – 1,000,573
Issuance of shares by the Company – – 3,000,000
Adjustment pursuant to the Restructuring Exercise – – (1,758,033)
At end of the financial year 757,460 757,460 3,000,000
For the purpose of the combined financial statements, the share capital in the combined
statements of financial position as at 31 December 2016 and 2017 represents the Group’s share of
paid-up capital of the subsidiary held directly by the Company.
At 31 December 2018, the Group’s share capital in the combined statement of financial position
represents the paid-up capital of the Company and the Group’s share of paid-up capital of the
subsidiary held directly by the Company.
The ordinary shares of the Company have no par value. The holders of ordinary shares are entitled
to receive dividends as and when declared by the Company. The ordinary shares carry one vote
per share without restriction.
20 Dividend
2016 2017 2018

$ $ $
Dividend on ordinary shares:

PT DPAL
Interim tax-exempt dividend of IDR1,200,000
(S$113.76) per share in respect of financial year 2018 – – 1,422,000
The dividend per share is calculated based on the number of ordinary shares of PT DPAL in issue
as at date of dividend declaration.
A-41
31 DECEMBER 2016, 2017 AND 2018
21 Significant related party transactions

In addition to information disclosed elsewhere in the combined financial statements, the following
significant transactions took place between the Group and the related parties at terms agreed by
the parties:
2016 2017 2018

$ $ $
With a director of the Company

Advances to 285,560 – 12,324
With shareholders
Advances to 249,216 69,137 26,070
With other related parties

Sales to 4,141,756 2,214,663 15,549,238
Purchases from – 1,162,957 15,088,452
Acquisition of equity interest in PT DPAL 1,232,483 – 711,000
Acquisition of equity interest in PT DNS – – 2,169,024
Disposal of equity interest in PT DPAL – – 94,800
Loan to a related party 4,440,666 1,419,749 –
Interest charged by 130,454 66,750 6,936
Loan from – 773,925 –
Advances from 415,360 – –
With holding company

Payment on behalf by – – 1,918,906
Other related party transactions
The Company occupied the office premises of the holding company, Deli International Resources
Pte. Ltd. from 12 December 2018 (date of incorporation) to 31 December 2018 on a rent-free basis
with no fixed tenure.
The subsidiaries occupied the office premises of a related party, PT Sinar Deli during the financial
year 2016 and 2017 on a rent-free basis with no fixed tenure.
Other related parties comprise companies in which the controlling shareholders or their close
family members have controlling or substantial interests.
A-42
31 DECEMBER 2016, 2017 AND 2018
22 Operating lease commitments

The Group leases office premises under non-cancellable operating lease agreement. The leases
have a tenure of two to three years with varying rates for different periods during the lease term.
Commitments in relation to non-cancellable operating leases contracted for at the end of the
reporting period, but not recognised as liabilities, are as follows:
2016 2017 2018

$ $ $
Not later than one financial year 26,519 35,078 33,552

Later than one financial year but not later
than five financial years 53,037 35,078 –
79,556 70,156 33,552
23 Financial instruments
(a) Categories of financial instruments
Financial instruments at their carrying amounts as at the end of the reporting periods are as
follows:
2016 2017 2018

$ $ $
Financial assets
Financial assets at amortised costs 12,760,475 12,742,624 16,942,591
Financial liabilities
At amortised cost 4,668,415 2,730,274 4,486,514
(b) Financial risk management objectives and policies

The Group is exposed to financial risks arising from its operations and the use of financial
instruments. The key financial risks include foreign currency risk, interest rate risk, credit risk
and liquidity risk. The policies for managing each of these risks are summarised below. The
directors review and agree policies and procedures for the management of these risks.
There has been no change to the Group’s exposure to these financial risks or the manner in
which the Group manages and measures financial risk.
Interest rate risk

Interest rate risk is the risk that the fair value or future cash flow of the Group’s financial
instruments will fluctuate because of changes in market interest rates. The Group’s income
and operating cash flows are substantially independent on changes in market interest rates
as the Group has no significant interest-bearing assets and liabilities, except for borrowings
(Note 16).
Interest rate risk is managed by the Group on an on-going basis with the primary objective
of limiting the extent to which net interest expense could be impacted from an adverse
movement in interest rate. Surplus funds are placed with reputable banks.
Sensitivity analysis for interest rate risk is not disclosed as the effect on the profit or loss is
considered not significant.
A-43
31 DECEMBER 2016, 2017 AND 2018
23 Financial instruments (cont’d)

(b) Financial risk management objectives and policies (cont’d)
Foreign currency risk
Foreign currency risk arises on certain transactions that are denominated in currencies other
than the functional currency of the entities in the Group. The Group’s foreign currency risk
mainly arose from United States Dollar (“USD”).
The Group’s overall risk management strategy seeks to minimise adverse effects from these
financial risks on the Group’s financial performance.
The Group’s foreign currency exposures based on the information provided by key
management are as follows:
2016 2017 2018

$ $ $
Denominated in USD:
Financial assets
Receivables – – 5,024,302
Cash and cash equivalents 480,631 – 5,320
Net exposure 480,631 – 5,029,622
If the USD changes against the functional currency of the Group entities by 5% with all other
variables including tax rate being held constant, the effects arising from the net financial
assets denominated in foreign currency are as follows:
Increase/(decrease) in
profit after tax
2016 2017 2018
$ $ $
IDR/USD
- strengthened 5% (2017: 5%, 2016: 5%) 20,540 – 214,941
- weakened 5% (2017: 5%, 2016: 5%) (20,540) – (214,941)
Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations
resulting in financial loss to the Group. The Group manages these risks by monitoring credit
collection and limiting the aggregate risk to any individual counterparty.
A-44
31 DECEMBER 2016, 2017 AND 2018

(b) Financial risk management objectives and policies (cont’d)
Credit risk (cont’d)
The following sets out the Group’s internal credit evaluation practices and basis for
recognition and measurement of expected credit losses (“ECL”):
Description of evaluation of financial Basis for recognition and measurement

assets of ECL
Counterparty has a low risk of default and 12-month ECL

does not have any past due amounts
Contractual payments are more than 30 Lifetime ECL - not credit-impaired

days past due or where there has been a
significant increase in credit risk since initial
recognition
Contractual payments are more than 90 Lifetime ECL - credit-impaired

days past due or there is evidence of credit
impairment
There is evidence indicating that the Group Write-off

has no reasonable expectation of recovery
of payments such as when the debtor
has been placed under liquidation or has
entered into bankruptcy proceedings
Significant increase in credit risk

In assessing whether the credit risk on a financial asset has increased significantly since
initial recognition, the Group compares the risk of a default occurring on the financial asset
as at the reporting date with the risk of a default occurring on the financial asset as at the
date of initial recognition. In making this assessment, the Group considers both quantitative
and qualitative information that is reasonable and supportable, including historical
experience and forward-looking information, such as future economic and industry outlook,
that is available without undue cost or effort.
In particular, the Group considers the following information when assessing whether credit
risk has increased significantly since initial recognition:
 existing or forecast adverse changes in business, financial or economic conditions that

are expected to cause a significant decrease in the debtor’s ability to meet its debt
obligations;
 an actual or expected significant deterioration in the operating results / key financial
performance ratios of the debtor;
 significant increases in credit risk on other financial instruments of the same debtor;
 an actual or expected significant adverse change in the regulatory, economic, or
technological environment of the debtor that results in a significant decrease in the
debtor’s ability to meet its debt obligations.
A-45
31 DECEMBER 2016, 2017 AND 2018

b) Financial risk management objectives and policies (cont’d)
Significant increase in credit risk (cont’d)
Regardless of the evaluation of the above factors, the Group presumes that the credit risk
on a financial asset has increased significantly since initial recognition when contractual
payments are more than 30 days past due, unless the Group has reasonable and
supportable information that demonstrates otherwise.
The Group also assumes that the credit risk on a financial instrument has not increased
significantly since initial recognition if the financial asset is determined to have low credit risk
at the reporting date. A financial instrument is determined to have low credit risk if it has an
internal or external credit rating of “investment grade” as per globally understood definition,
or the financial asset has a low risk of default; the borrower has a strong capacity to meet
its contractual cash flow obligations in the near term; and adverse changes in economic and
business conditions in the longer term may, but will not necessarily, reduce the ability of the
borrower to fulfil its contractual cash flow obligations.
Definition of default
The Group considers the following as constituting an event of default for internal credit risk
management purposes as historical experience indicates that receivables that meet either of
the following criteria are generally not recoverable.
 information developed internally or obtained from external sources indicates that the
debtor (without taking into account any collaterals held by the Group) is in significant
financial difficulty such as that it will have insufficient liquid assets to pay its creditors
including the Group, in full, including loss of sale or primary source of recurring
income by the debtor.
Irrespective of the above analysis, the Group considers that default has occurred
when a financial asset is more than 90 days past due unless the Group has reasonable
and supportable information to demonstrate that a more lagging default criterion is more
appropriate.
Credit-impaired financial assets

A financial asset is credit-impaired when one or more events that have a detrimental impact
on the estimated future cash flows of that financial asset have occurred such as evidence
that the borrower is in significant financial difficulty, there is a breach of contract such as
default or past due event; there is information that it is becoming probable that the borrower
will enter bankruptcy or other financial reorganisation; the disappearance of an active market
for that financial asset because of financial difficulties; or the purchase or origination of a
financial asset at a deep discount that reflects the incurred credit losses.
A-46
31 DECEMBER 2016, 2017 AND 2018

Estimation techniques and significant assumptions
There has been no change in the estimation techniques or significant assumptions made
during the current financial year for recognition and measurement of credit loss allowances.
At the end of the reporting period, the Group’s trade receivables comprise 1 debtor (2017:
3 debtors; 2016: 1 debtor) that individually represented at least 91 % (2017: 20% to 50%;
2016: 70%) of the trade receivables.
As the Group does not hold any collateral, the maximum exposure to credit risk is the
carrying amount of each class of the financial instruments presented on the statements of
financial position.
The credit loss for cash and cash equivalents and other receivables are immaterial as at
31 December 2018.
Trade receivables
The Group has applied the simplified approach by using a provision matrix to measure the
lifetime expected credit loss allowance for trade receivables.
The Group estimates the expected credit loss rates for each category of past due status
of the debtors based on historical credit loss experience adjusted as appropriate to reflect
current conditions and forecasts of future economic conditions.
There has been no change in the estimation techniques or significant assumptions made
during the current financial year.
Based on the Group’s historical credit loss experience and having considered current
and forecasts of future conditions, the Group assessed the credit loss exposure for trade
receivables to be insignificant and concluded that no credit loss allowance is required to be
recognised.
Other financial assets at amortised cost

The Group measured credit loss exposure for the amounts due from related companies, a
director and shareholders using 12-month expected credit loss (“ECL”). The Group assessed
the latest financial performance and financial position of the respective counterparties,
adjusted for the future outlook of the industry in which the counterparties operate in and
concluded that there has been no significant increase in credit risk since initial recognition
of these financial assets. The Group determined that the ECL is insignificant and no loss
allowance is required at the balance sheet date.
Credit risk exposure for other receivables and cash and cash equivalents are limited and
insignificant and no credit loss allowance is required at the balance sheet date.
A-47
31 DECEMBER 2016, 2017 AND 2018

Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting financial obligations
due to shortage of funds. The Group’s exposure to liquidity risk arises primarily from
mismatches of the maturities of financial assets and liabilities. The Group’s objective is to
maintain a balance between continuity of funding and flexibility through the use of stand-
by credit facilities. In managing its liquidity, management monitors and reviews the Group’s
forecast of liquidity reserves (comprise cash and bank balances and available credit
facilities) base on expected cash flows of the respective operating companies of the Group.
The table below summarises the maturity profile of the Group’s non-derivative financial
liabilities at the reporting date based on contractual undiscounted repayment obligations.
On demand Within
or within 1 year 2 to 5 years Total
$ $ $
At 31 December 2016
Trade and other payables 250,805 – 250,805
Borrowings 3,396,530 1,522,491 4,919,021
3,647,335 1,522,491 5,169,826
At 31 December 2017
Trade and other payables 443,954 – 443,954
Borrowings 1,803,395 656,174 2,459,569
2,247,349 656,174 2,903,523
At 31 December 2018
Trade and other payables 3,794,528 – 3,794,528
Borrowings 642,708 134,484 777,192
4,437,236 134,484 4,571,720
24 Fair values of assets and liabilities

The Group classifies fair value measurement using a fair value hierarchy that reflects the
significance of the inputs used in making measurements. The fair value hierarchy have the following
levels:
a) Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities;
b) Level 2 - inputs other than quoted prices included within Level 1 that are observable for
the asset or liability, either directly or indirectly (ie derived from prices); and
c) Level 3 - inputs for the asset or liability that are not based on observable market data
(unobservable inputs).
The carrying amounts of financial assets and liabilities (except for non-current borrowings) of the
Group are reasonable approximation of their fair values due to relatively short-term maturity of
these financial instruments.
A-48
31 DECEMBER 2016, 2017 AND 2018
25 Capital management
The primary objective of the Group’s capital management is to safeguard the Group’s ability
to continue as a going concern and to maintain optimal capital structure so as to maximise
shareholder value.
In order to maintain or achieve an optimal capital structure, the Group may issue new shares or
obtain additional funding from shareholders.
The capital structure of the Group comprises share capital and retained earnings. The Group’s
overall strategy remains unchanged during the financial years ended 31 December 2016, 2017 and
2018.
26 Segment information
Inter-segment revenue are eliminated on consolidation.
Inter-segment assets and liabilities are eliminated to arrive at the total assets and liabilities
reported in the consolidated statements of financial position.
Segment results
Management monitors the operating results of its operating segments separately for the purpose
of making decisions about resource allocation and performance assessment. Income taxes are
managed on a group basis and operating expenses of the investment holding company are not
allocated to operating segments. Sales between operating segments are on terms agreed by the
group companies concerned.
Segment assets
The amounts provided to the management with respect to total assets are measured in a manner
consistent with that of the financial statements. Management monitors the assets attributable to
each segment for the purposes of monitoring segment performance and for allocating resources
between segments. All assets are allocated to reportable segment except for deferred tax assets,
prepaid taxes and assets of the investment holding company. These assets are classified as
unallocated asset.
Segment liabilities
The amounts provided to the management with respect to total liabilities are measured in a
manner consistent with that of the financial statements. All liabilities are allocated to the reportable
segments based on the operations of the segments other than tax payable and liabilities of the
investment holding company. These liabilities are classified as unallocated liabilities.
A-49
26 Segment information (cont’d)

The segment information provided to management for the reportable segments are as follows:
Coal Trading Coal Shipping Per consolidated statements

2016 2017 2018 2016 2017 2018 2016 2017 2018
$ $ $ $ $ $ $ $ $
Revenue:
External customers – 2,500,106 36,437,377 18,660,046 16,704,991 8,319,802 18,660,046 19,205,097 44,757,179
Total revenue – 2,500,106 36,437,377 18,660,046 16,704,991 8,319,802 18,660,046 19,205,097 44,757,179
Segment profit/(loss): – 90,101 1,998,120 5,008,848 2,822,910 2,456,590 5,008,848 2,913,011 4,454,710
Interest income – 1,998 33,565 15,982 9,027 116,498 15,982 11,025 150,063
Finance costs – – – (517,467) (308,861) (128,194) (517,467) (308,861) (128,194)
Corporate expenses – – – – – – – – (424,212)
Profit before tax – 92,099 2,031,685 4,507,363 2,523,076 2,444,894 4,507,363 2,615,175 4,052,367
Income tax expense (223,921) (227,597) (599,368)
Profit for the year 4,283,442 2,387,578 3,452,999
A-50
Segment assets 118,371 982,933 6,695,321 29,606,547 26,828,113 25,337,579 29,724,918 27,811,046 32,032,900
Unallocated assets 5,165 1,813 1,123,102
Total assets 29,730,083 27,812,859 33,156,002
Liabilities
Segment liabilities 538 757,460 3,508,163 5,254,749 2,305,862 955,017 5,255,287 3,056,322 4,463,180
Unallocated liabilities 68,604 148,410 755,460
31 DECEMBER 2016, 2017 AND 2018
Other segment information

Capital expenditure – – 88,281 136,375 545,459 1,372,637 136,375 545,459 1,460,918
Unallocated capital expenditure – – 3,440
136,375 545,459 1,464,358
Depreciation – – 1,077 930,334 1,094,134 1,270,926 930,334 1,094,134 1,272,003

Unallocated depreciation – – 96
930,334 1,094,134 1,272,099
Other non-cash expenses/(income) – 109 9,841 4,492 (7,583) 62,652 4,492 (7,474) 72,493
31 DECEMBER 2016, 2017 AND 2018
27 Subsequent events
In addition to the events as disclosed in Note 2 to these financial statements, the following are the
other significant events occurred after the end of the reporting year:
(a) on 23 December 2019, the Company was converted into public company limited by shares;
and
(b) on 23 December 2019, the directors approved the sub-division of 3,000,000 shares in the
capital of the Company into 75,000,000 shares.
28 Authorisation of combined financial statements

The combined financial statements of the Group for the financial years ended 31 December 2016,
2017 and 2018 were authorised for issue in accordance with a resolution of the directors dated 26
December 2019.
A-51
APPENDIX B – INDEPENDENT AUDITOR’S REVIEW REPORT AND UNAUDITED
CONDENSED INTERIM COMBINED FINANCIAL STATEMENTS OF RESOURCES
GLOBAL DEVELOPMENT LIMITED AND ITS SUBSIDIARIES FOR THE
FINANCIAL PERIOD FROM 1 JANUARY 2019 TO 30 JUNE 2019

(Co. Reg. No. 201841763M)
UNAUDITED CONDENSED INTERIM

FOR THE SIX-MONTH PERIOD
ENDED 30 JUNE 2019
CONTENTS
Statement by Directors B-2
Independent Auditor’s Review Report on B-3

Unaudited Condensed Interim Combined
Financial Statements
Unaudited Condensed Interim Combined B-5

Statement of Comprehensive Income

Statement of Financial Position
Unaudited condensed interim Combined B-7

Statement of Changes in Equity

Statement of Cash Flows
Notes to the Unaudited Condensed Interim B-11

Combined Financial Statements
B-1
STATEMENT BY DIRECTORS
In the opinion of the directors:
(i) the unaudited condensed interim combined financial statements of Resources Global Development
Limited (the “Company”) and its subsidiaries (collectively the “Group”) as set out on pages B5 to
B36 are drawn up so as to give a true and fair view of the financial position of the Group as at 30
June 2019 and the financial performance, changes in equity and cash flows of the Group for the
six-month period ended on that date in accordance with Singapore Financial Reporting Standard
(International) 1-34 Interim Financial Reporting (“SFRS(I) 1-34”); and
(ii) at the date of this statement, there are reasonable grounds to believe that the Group will be able to
pay its debts as and when they fall due.
On behalf of the Board of Directors
Salim Limanto Lee Yaw Loong, Francis

Director Director
26 December 2019
B-2
INDEPENDENT AUDITOR’S REVIEW REPORT ON UNAUDITED

CONDENSED INTERIM COMBINED FINANCIAL STATEMENTS
FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2019
26 December 2019

144 Robinson Road
Singapore 068908
Dear Sirs
Report on Review of Unaudited Condensed Interim Combined Financial Statements
Introduction
We have reviewed the accompanying unaudited condensed interim combined financial statements
of Resources Global Development Limited (the “Company”) and its subsidiaries (collectively
the “Group”) as set out on pages B5 to B36, which comprise the unaudited condensed interim combined
statement of financial position of the Group as at 30 June 2019, and the related unaudited condensed
interim combined statement of comprehensive income, unaudited condensed interim combined statement
of changes in equity and unaudited condensed interim combined statement of cash flows of the Group
for the six-month period then ended, and selected explanatory notes (the “interim financial information”).
The Company’s management is responsible for the preparation and presentation of the interim financial
information in accordance with Singapore Financial Reporting Standard (International) 1-34, Interim
Financial Reporting (“SFRS(I) 1-34”). Our responsibility is to express a conclusion on the interim financial
information based on our review.
Scope of Review
We conducted our review in accordance with Singapore Standard on Review Engagements 2410,
“Review of Interim Financial Information Performed by the Independent Auditor of the Entity”. A review of
interim financial information consists of making inquiries, primarily of persons responsible for financial and
accounting matters, and applying analytical and other review procedures. A review is substantially less in
scope than an audit conducted in accordance with Singapore Standards on Auditing and consequently
does not enable us to obtain assurance that we would become aware of all significant matters that might
be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the accompanying
interim financial information is not prepared, in all material respects, in accordance with SFRS(I) 1-34.
B-3
INDEPENDENT AUDITOR’S REVIEW REPORT ON UNAUDITED

CONDENSED INTERIM COMBINED FINANCIAL STATEMENTS
FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2019
Report on Review of Unaudited Condensed Interim Combined Financial Statements (cont’d)

Other Matter
Other than the Group’s combined statement of financial position as at 31 December 2018 which has
been audited, all other comparative figures have not been audited nor reviewed. The unaudited
condensed interim combined financial statements for the corresponding six-month period ended
30 June 2019 is the responsibility of the management.
Restriction on Distribution and Use

This report is made solely to you as a body and for the inclusion in the Offer Document to be issued in
relation to the proposed listing of the Company on the Catalist Board of Singapore Exchange Securities
Trading Limited and for no other purpose.
Baker Tilly TFW LLP

Singapore
Engagement Partner: Khor Boon Hong
B-4
UNAUDITED CONDENSED INTERIM COMBINED STATEMENT OF COMPREHENSIVE INCOME

For the six-month from 1 January 2019 to 30 June 2019
Unaudited
Six-month period ended
30 June
2019 2018
Note $ $
Revenue 6 40,923,478 18,091,672

Cost of sales and services (38,777,098) (14,870,275)
Gross profit 2,146,380 3,221,397
Interest income 139,140 47,077
Expenses
Administrative expenses (1,616,591) (566,184)
Finance costs 7 (93,101) (77,828)
Profit before tax 8 575,828 2,624,462
Tax expense 10 (392,828) (320,654)
Profit for the financial period 183,000 2,303,808

Item that may be reclassified subsequently to profit or loss:
Currency translation differences arising from consolidation 401,943 (947,264)
Item that will not be reclassified subsequently to profit or loss:

Remeasurement of post-employment benefits liabilities,
net of tax 8,035 22,940
Other comprehensive income/(loss) for the financial period,
net of tax 409,978 (924,324)
Total comprehensive income for the financial period 592,978 1,379,484
Profit/(loss) for the financial period attributable to:

Equity holders of the Company 367,014 1,528,540
Non-controlling interests (184,014) 775,268
183,000 2,303,808
Equity holders of the Company 590,780 1,067,275
Non-controlling interests 2,198 312,209
592,978 1,379,484
Earning per share attributable to equity holders of the

Company (cents per share)
Basic and diluted 11 0.5 2.0
The accompanying notes form an integral part of unaudited condensed interim combined financial
statements.
B-5
UNAUDITED CONDENSED INTERIM COMBINED STATEMENT OF FINANCIAL POSITION

At 30 June 2019
Unaudited Audited
30 June 31 December
2019 2018
Note $ $
Non-current assets
Property, plant and equipment 12 33,593,722 14,506,465
Deferred tax assets 16,039 1,838
Other receivables 13 20,294 19,997
33,630,055 14,528,300
Current assets
Inventories 14 2,345,369 31,207
Trade and other receivables 13 3,501,758 7,269,823
Cash and cash equivalents 9,376,070 11,326,672
15,223,197 18,627,702
Total assets 48,853,252 33,156,002
Liabilities for post-employment benefits 15 234,758 182,537
Borrowings 16 6,992,652 101,351
7,227,410 283,888
Current liabilities
Trade and other payables 17 11,493,834 3,794,528
Contract liabilities 18 105,646 40,298
Borrowings 16 285,502 590,635
Tax payable 376,167 509,291
12,261,149 4,934,752
Total liabilities 19,488,559 5,218,640
Net assets 29,364,693 27,937,362
Equity
Share capital 19 3,000,000 3,000,000
Retained earnings 13,888,532 13,515,043
Currency translation reserve (798,914) (1,016,205)
Capital reserve 20 408,833 –
Equity attributable to equity holders of the Company 16,498,451 15,498,838

Non-controlling interests 12,866,242 12,438,524
Total equity 29,364,693 27,937,362
The accompanying notes form an integral part of the unaudited condensed interim combined financial
statements.
B-6
UNAUDITED CONDENSED INTERIM COMBINED STATEMENT OF CHANGES IN EQUITY


Currency
Share Retained translation Capital Non-controlling Total
capital earnings reserve reserve Total interests equity
$ $ $ $ $ $ $
Balance at 1 January 2019 (Audited) 3,000,000 13,515,043 (1,016,205) – 15,498,838 12,438,524 27,937,362
Profit/(loss) for the financial period – 367,014 – – 367,014 (184,014) 183,000

Other comprehensive income
Currency translation differences arising
from consolidation – – 217,291 – 217,291 184,652 401,943
Remeasurement of post-employment
benefits liabilities – 6,475 – – 6,475 1,560 8,035
B-7
Other comprehensive income for the
financial period, net of tax – 6,475 217,291 – 223,766 186,212 409,978
financial period – 373,489 217,291 – 590,780 2,198 592,978
Fair value gain on loan from
non-controlling shareholder of a
subsidiary – – – 408,833 408,833 425,520 834,353
Balance at 30 June 2019 (Unaudited) 3,000,000 13,888,532 (798,914) 408,833 16,498,451 12,866,242 29,364,693
The accompanying notes form an integral part of the unaudited condensed interim combined financial statements.
UNAUDITED CONDENSED INTERIM COMBINED STATEMENT OF CHANGES IN EQUITY (cont’d)


Currency
Share Retained translation Non-controlling
capital earnings reserve Total interests Total equity
$ $ $ $ $ $
Balance at 1 January 2018 (Audited) 757,460 11,947,356 (561,796) 12,143,020 12,465,107 24,608,127
Profit for the financial period – 1,528,540 – 1,528,540 775,268 2,303,808

Currency translation differences arising from
consolidation – – (473,166) (473,166) (474,098) (947,264)
Remeasurement of post-employment benefits liabilities – 11,901 – 11,901 11,039 22,940
B-8
Other comprehensive income/(loss) for the
financial period, net of tax – 11,901 (473,166) (461,265) (463,059) (924,324)
Total comprehensive income/(loss) for the
financial period – 1,540,441 (473,166) 1,067,275 312,209 1,379,484
Balance at 30 June 2018 (Unaudited) 757,460 13,487,797 (1,034,962) 13,210,295 12,777,316 25,987,611
The accompanying notes form an integral part of the unaudited condensed interim combined financial statements.
UNAUDITED CONDENSED INTERIM COMBINED STATEMENT OF CASH FLOWS

Unaudited
30 June
2019 2018
$ $

Profit before tax 575,828 2,624,462
Adjustments for:
Depreciation of property, plant and equipment 699,502 593,348
Depreciation of right-of-use assets 15,497 –
Post-employment benefits 112,806 36,846
Interest income (139,140) (47,077)
Interest expense 93,101 77,828
Operating cash flows before working capital changes 1,357,594 3,285,407
Change in operating assets and liabilities

Inventories (2,314,162) (357)
Receivables 3,768,065 268,391
Payables 4,543,606 105,752
Currency translation difference 134,251 28,289
Cash generated from operations 7,489,354 3,687,482
Interest received 139,140 47,077
Taxes paid (532,590) (133,404)
Net cash generated from operating activities 7,095,904 3,601,155

Purchases of property, plant and equipment [Note 12(b)] (16,338,026) (731,401)
Advances to a director of the Company – (12,345)
Repayment from shareholders – 3,798
Repayment from a related party – 1,306,516
Repayment from a third party – 1,424
Net cash (used in)/generated from investing activities (16,338,026) 567,992
statements.
B-9
UNAUDITED CONDENSED INTERIM COMBINED STATEMENT OF CASH FLOWS (cont’d)

Unaudited
30 June
2019 2018
$ $

Interest paid (36,644) (77,828)
Loan received from a non-controlling shareholder of the subsidiaries 7,656,964 –
Repayment of bank loans (312,323) (355,652)
Repayment of loan to a related party – (1,000,464)
Repayment of finance lease liabilities – (62,826)
Repayment of lease liabilities (16,477) –
Net cash generated/(used in) from financing activities 7,291,520 (1,496,770)
Net (decrease)/increase in cash and cash equivalents (1,950,602) 2,672,377
Cash and cash equivalents at beginning of financial period 11,326,672 2,184,027
Cash and cash equivalents at end of financial period 9,376,070 4,856,404
statements.
B-10
NOTES TO THE UNAUDITED CONDENSED INTERIM COMBINED FINANCIAL STATEMENTS

These notes form an integral part of and should be read in conjunction with the accompanying unaudited
condensed interim combined financial statements.
1 Corporate information
Limited.
The principal place of business of the Company is located at 144 Robinson Road, #07-01
Robinson Square, Singapore 068908.
subsidiaries are disclosed in Note 4.
The Company’s immediate and ultimate holding company is Deli International Resources Pte. Ltd.,
In preparation for the proposed listing of the Company’s shares on the Singapore Exchange
Securities Trading Limited (“SGX-ST”), the Company underwent a restructuring exercise,
which is disclosed in the audited combined financial statements for the financial years ended
31 December 2016, 2017 and 2018, to streamline and rationalise the group structure.
These unaudited condensed interim combined financial statements have been prepared solely for
inclusion in the Offer Document to shareholders of the Company in connection with the proposed
listing of the Company on the Catalist Board of Singapore Exchange Securities Trading Limited.
These unaudited condensed interim combined financial statements for the Group for the
six-month ended 30 June 2019 were authorised for issue by the Board of Directors on 26
December 2019.
2 The Restructuring Exercise

The Company has undertaken a restructuring exercise to streamline and rationalise the structure of
the Company and its subsidiaries (the “Group”) for the proposed listing of the Company’s shares on
the Catalist Board of Singapore Exchange Securities Trading Limited (the “Restructuring Exercise).
The details of the Restructuring Exercise are as follows:
(a) Incorporation of the Company

The Company was incorporated on 12 December 2018 under the Companies Act, Chapter
50 in Singapore as a private company limited by shares with an issued and paid-up share
capital of $3,000,000 comprising 3,000,000 shares. The initial subscriber of the shares is
Deli International Resources Pte. Ltd.
(b) Acquisition of 49% shares of PT Deli Pratama Angkutan Laut (“PT DPAL”)
On 12 December 2018, the Company entered into a deed of sale and purchase agreement
with a related party, PT Deli Niaga Sejahtera (“PT DNS”) to acquire 6,125 ordinary shares,
representing 49% of the issued and paid-up share capital of PT DPAL, at a consideration of
IDR6,125,000,000 ($575,873).
B-11
2 The Restructuring Exercise (cont’d)

(b) Acquisition of 49% shares of PT Deli Pratama Angkutan Laut (“PT DPAL”) (cont’d)
On 19 March 2019, a resolution was adopted in the general meeting of shareholders of
PT DPAL pursuant to which the shares of PT DPAL held by the Company and a related party
were converted and reclassified from ordinary shares to Class A shares, being ordinary
shares with one voting right per share, while the shares of PT DPAL held by a third party
were converted and reclassified from ordinary shares to Class B shares, being shares with
no voting rights. The share capital of PT DPAL were therefore divided into Class A shares
and Class B shares. Consequently, the Company effectively holds 50.5% of the voting
shares in PT DPAL and as such, PT DPAL became a subsidiary of the Company.
(c) Acquisition of 99% shares of PT Deli Niaga Sejahtera (“PT DNS”)

On 18 December 2018,
(i) the Company entered into a deed of sale and purchase agreement with a related
party, Resources International Development Pte. Ltd. to acquire 9,000 ordinary
shares, representing 75% of the issued and paid-up share capital of PT DNS, at a
consideration of IDR9,000,000,000 ($852,390); and
(ii) the Company also entered into a deed of sale and purchase agreement with a related
party, PT Sinar Deli to acquire 2,880 ordinary shares, representing 24% of the issued
and paid-up share capital of PT DNS, at a consideration of IDR 2,880,000,000
($272,765).
(d) Sub-division
On 23 December 2019, 3,000,000 shares in the capital of the Company were sub-divided
into 75,000,000 shares.
For the financial period ended 30 June 2019, the financial statements of the subsidiaries
were combined with the Company on the basis that the Group is a continuation of the existing
businesses of the subsidiaries under common control.
3 Summary of significant accounting policies

(a) Basis of preparation
The unaudited condensed interim combined financial statements for the six-month ended
30 June 2019 have been prepared in accordance with Singapore Financial Reporting
Standard (International) 1-34 Interim Financial Reporting (“SFRS(I) 1-34”).
The unaudited condensed interim combined financial statements do not include all the
information and disclosures required in the annual financial statements, and should be read
in conjunction with the Group’s audited combined financial statements for the financial years
ended 31 December 2016, 2017 and 2018.
The unaudited condensed interim combined financial statements are presented in Singapore
dollar (“$”).
B-12

In the current financial period, the Group has adopted all the new and revised Singapore
Financial Reporting Standards (International) (“SFRS(I)”) and SFRS(I) Interpretations
(“SFRS(I) INT”) that are relevant to its operations and effective for the current financial
period. Changes to the Group’s accounting policies have been made as required, in
accordance with the transitional provisions in the respective SFRS(I) and SFRS(I) INT.
The accounting policies adopted in the preparation of the interim condensed unaudited
combined financial statements are consistent with those followed in the preparation of the
Group’s annual combined financial statements for the financial year ended 31 December
2018, except for the adoption of SFRS(I) 16 effective as of 1 January 2019. The adoption of
this standard did not have any significant effect on the financial performance or positions of
the Group except as disclosed below.
SFRS(I) 16 Leases
SFRS(I) 16 replaces the existing SFRS(I) 1-17: Leases. It reforms lessee accounting by
introducing a single lessee accounting model. Lessees are required to recognise all leases
on their statements of financial position to reflect their rights to use leased assets (a “right-of-
use” asset) and the associated obligations for lease payments (a lease liability), within limited
exemptions for short term leases (less than 12 months) and leases of low value items. In
addition, the nature of expenses related to those leases will change as SFRS(I) 16 replaces
the straight-line operating lease expense with depreciation charge of right-of-use asset and
interest expense on lease liability. The accounting for lessors will not change significantly.
The Group adopted SFRS(I) 16 using modified retrospective approach, with date of initial
application on 1 January 2019. The Group has not restated the comparative information,
which continues to be reported under SFRS(I) 1-17.
Previously, the Group determined at contract inception whether an arrangement is or

contains a lease under SFRS(I) 1-17. Under SFRS(I) 16, the Group assesses whether a
contract is or contains a lease based on the definition of a lease.
On transition to SFRS(I) 16, the Group elected to apply the practical expedient to
grandfather the definition of a lease on transition. It applied SFRS(I) 16 only to contracts
that were previously identified as leases. Contracts that were not identified as leases under
SFRS(I) 1-17 were not reassessed for whether there is a lease. Therefore, the definition of
a lease under SFRS(I) 16 was applied only to contracts entered into or changed on or after
1 January 2019.
As a lessee
As a lessee, the Group previously classified leases as operating or finance leases based
on its assessment of whether the lease transferred significantly all of the risks and rewards
incidental to ownership of the underlying asset to the Group. Under SFRS(I) 16, the Group
recognises right-of-use assets and lease liabilities for most leases - i.e. these leases are on-
statement of financial position.
The Group decided to apply recognition exemptions to short-term leases of dormitories. For
leases of other assets, which were classified as operating under SFRS(I) 1-17, the Group
recognised right-of-use assets and lease liabilities.
B-13

SFRS(I) 16 Leases (cont’d)
As a lessee (cont’d)
i. Leases classified as operating leases under SFRS(I) 1-17
At transition, lease liabilities were measured at the present value of the remaining
lease payments, discounted at the Group’s incremental borrowing rate as at 1 January
2019. Right-of-use assets are measured at an amount equal to the lease liability,
adjusted by the amount of any prepaid or accrued lease payments - the Group applied
this approach to all other leases.
The Group used the following practical expedients when applying SFRS(I) 16 to
leases previously classified as operating leases under SFRS(I) 1-17.
- Applied the exemption not to recognise right-of-use assets and liabilities for
leases with less than 12 months of lease term.
- No reassessment on whether a contact is, or contains as lease, if the contact

was entered into before 1 January 2019.
ii. Leases previously classified as finance leases

For leases that were classified as finance leases under SFRS(I) 1-17, the carrying
amount of the right-of-use asset and the lease liability at 1 January 2019 are
determined at the carrying amount of the lease asset and lease liability under SFRS(I)
1-17 immediately before that date.
As a lessor
The Group is not required to make any adjustments on transition to SFRS(I) 16 for leases
in which it acts as a lessor, except for a sub-lease. The Group accounted for its leases in
accordance with SFRS(I) 16 from the date of initial application.
Impacts on financial statements

Upon adoption of SFRS(I) 16, the Group reclassified carrying amounts of property, plant
and equipment and finance lease obligations amounted to $168,903 and $127,661 to right-
of-use assets and lease liabilities respectively for property, plant and equipment financed
by finance lease as at 1 January 2019. The Group presents right-of-use assets and lease
liabilities in “property, plant and equipment” and “borrowings” in the unaudited condensed
interim combined statement of financial position respectively. The Group do not expect the
adoption of SFRS(I) 16 to impact on operating lease as at 1 January 2019.
1 January
2019
$
Operating lease commitment 42,480

Recognition exemption for short-term leases (42,480)
Lease liabilities recognised at 1 January 2019 –
B-14
4 Critical accounting judgements and key sources of estimation uncertainty

The critical judgements and key sources of estimation uncertainty made by the management
remains unchanged from audited combined financial statements for the financial years ended
31 December 2016, 2017 and 2018.
5 Subsidiaries
At the end of the reporting period, the Group has the following subsidiaries:
Ownership interest held by the Group

Name of subsidiary Principal Unaudited Audited
(Country of incorporation) activities 30 June 2019 31 December 2018
% %
PT Deli Niaga Sejahtera (1) Coal Trading 99* 99*

(Indonesia) (“PT DNS”)
PT Deli Pratama Angkutan Laut (1)

Coal Shipping 49# 49#
(Indonesia) (“PT DPAL”)
* The non-controlling interest of the subsidiary is PT Deli Indonesia Sejahtera, a related party which
holds 1% equity interest in this subsidiary.
# The non-controlling interests of the subsidiary are PT Deli Indonesia Sejahtera, holding 48% equity
interests (voting) and PT Karya Niaga Gemilang, holding 3% equity interest (non-voting). The Company
effectively holds 50.5% voting rights in PT DPAL and thus considers PT DPAL as a subsidiary of the
Company.
The financial performance of the subsidiaries were combined with the Company on the basis that
the Group is a continuation of the existing businesses of the subsidiaries under common control.

interests (“NCI”)
The Group has the following subsidiary that has NCI that is considered by management to
be material to the Group:
Principal place of business/ Ownership interests

Name of subsidiary Country of incorporation held by NCI
30 June 2019 (Unaudited)

31 December 2018 (Audited)

B-15
5 Subsidiaries (cont’d)
interests (“NCI”) (cont’d)
The following is the summarised financial information of the Group’s subsidiary with NCI that
is considered by management to be material to the Group. This financial information include
consolidation adjustments but before inter-company eliminations.
Summarised Statements of Financial Position
30 June 31 December
2019 2018
$ $
Non-current assets 33,492,328 14,436,346

Current assets 5,619,882 10,903,404
Non-current liabilities 7,086,570 208,596
Current liabilities 6,873,833 795,359
Net assets 25,151,807 24,335,795
Net assets attributable to NCI 12,827,422 12,411,255
Summarised Statements of Comprehensive Income
30 June 31 December
2019 2018
$ $
Revenue 3,085,901 5,166,485

(Loss)/profit before tax (345,535) 1,566,458
Income tax expense (37,031) (61,998)
(Loss)/profit after tax (382,566) 1,504,460
Other comprehensive income/(loss) 1,198,578 (907,632)
Total comprehensive income 816,012 596,828
Total comprehensive income allocated to NCI 416,166 304,382
Summarised Cash Flows
30 June 31 December
2019 2018
$ $
Cash flows generated from operating activities 4,145,534 2,996,983

Cash flows used in investing activities (16,322,977) (175,061)
Cash flows generated from/(used) in financing activities 7,332,498 (569,324)
Net (decrease)/increase in cash and cash equivalents (4,844,945) 2,252,598
B-16
6 Revenue
Unaudited
30 June
2019 2018
$ $
Coal trading 37,837,577 12,925,187

Coal shipping services 3,085,901 5,166,485
40,923,478 18,091,672
The following table provides a disaggregation disclosure of the Group’s revenue by timing of
revenue recognition.
Coal
Coal shipping
trading services Total
$ $ $
2019 (Unaudited)
At a point in time 37,837,577 – 37,837,577
Over time – 3,085,901 3,085,901
37,837,577 3,085,901 40,923,478
2018 (Unaudited)
At a point in time 12,925,187 – 12,925,187
Over time – 5,166,485 5,166,485
12,925,187 5,166,485 18,091,672
The Group mainly operates in Indonesia. The Group applies the practical expedient in SFRS(I) 15
and does not disclose information about its remaining performance obligation because:
 The performance obligation is part of a contract that has an original expected duration of one
year or less; or
 The Group has a right to invoice a customer in an amount that corresponds directly with its
performance to date, and it recognises revenue in that amount.
B-17
7 Finance costs
Unaudited
30 June
2019 2018
$ $
Interest expense on:

- bank loan 27,654 67,151
- finance lease liabilities – 3,626
- loan from a non-controlling shareholder of the subsidiaries 56,457 –
- lease liabilities 8,990 –
- loan from a related party – 7,051
93,101 77,828
8 Profit before tax
Unaudited
30 June
2019 2018
$ $
This is arrived at after charging:
Included in cost of sales and services:

Depreciation of vessels and vessels equipment 685,950 574,771
Coal purchase 32,624,511 9,159,235
Freight charter 2,391,782 2,956,397
Fuel expenses 801,625 1,021,505
Loading/discharging mother vessels expenses 640,419 102,648
Mooring and anchoring expenses 119,360 167,135
Repair and maintenance 282,253 196,746
Staff costs 550,210 423,290
Included in administrative expenses:

Depreciation of property, plant and equipment 13,552 18,577
Depreciation of right-of-use assets 15,497 –
Insurance expenses 12,012 8,485
Licensing fee 17,611 39,511
Office rental 17,022 17,138
Office supplies 31,923 13,886
Professional fees 280,576 17,828
Repair and maintenance 5,784 29,485
Loss on foreign currency exchange, net 33,993 699
Staff costs 1,036,066 388,454
B-18
9 Staff costs
Unaudited
30 June
2019 2018
$ $
Directors:
- Salaries and related costs 277,857 123,978
Other key management personnel (non-directors):

- Salaries and related costs 99,348 –
Total key management personnel compensation 377,205 123,978
Other personnel:
- Salaries and related costs 1,096,265 650,920
- Post-employment benefits (Note 15) 112,806 36,846
1,586,276 811,744
10 Tax expense
Unaudited
30 June
2019 2018
$ $
Tax expense attributable profits is made up of:

Current income tax provision 406,999 321,574
Current year deferred tax (14,171) (920)
392,828 320,654
The income tax expense on the results of the financial period varies from the amount of income
tax determined by applying the domestic rates applicable in the countries where the Group entities
operate due to the following factors:
Unaudited
30 June
2019 2018
$ $
Profit before tax 575,828 2,624,462
Tax calculated at domestic rate in the countries

in which the Group entities operate 187,469 656,116
Effect of income/(loss) subject to Final Income Tax
on revenue from coal shipping services 123,415 (329,617)
Expenses not deductible for tax purposes 95,135 –
Income not subject to tax (13,191) (4,925)
Others – (920)
392,828 320,654
B-19
10 Tax expense (cont’d)

The corporate income tax rate applicable to the Company is 17% (2018: 17%). The corporate
income tax rate applicable to the subsidiaries in Indonesia is 25% (2018: 25%).
For revenue earned through coal shipping services provided by a subsidiary in Indonesia, the Final
Income Tax payable is 1.2%. (2018: 1.2%) on its revenue.
At 30 June 2019, the aggregate amount of temporary differences associated with undistributed
earnings of subsidiaries for which deferred tax liabilities have not been recognised is $2,754,000
(2018: $2,680,000). No liability has been recognised in respect of these differences because the
Group is in a position to control the timing of the reversal of the temporary differences and it is
probable that such differences will not reverse in the foreseeable future.
11 Earnings per share

For illustration purpose, the basic earnings per share is calculated based on net profit, attributable
to equity holders of the Company for the six-month financial period ended 30 June 2019 and
2018 and pre-invitation share of 75,000,000 by the pre-placement number of ordinary shares of
75,000,000 for the 3 financial years.
The fully diluted earnings per share are the same as basic earnings per shares as there were no
potential dilutive ordinary shares existed.
B-20
12 Property, plant and equipment
Vessels Capital Right-

and Dry Motor Vessel Office work-in- of-use
Land Buildings barges docking vehicles equipment equipment progress assets Total
$ $ $ $ $ $ $ $ $ $
(Unaudited)
30 June 2019
Cost
At 1 January 2019 1,485,509 199,542 15,234,838 1,255,464 106,471 44,628 14,975 622,578 187,198 19,151,203
Additions – – 7,689,812 2,260,639 – 6,432 – 9,601,523 25,067 19,583,473
Exchange difference 22,047 2,962 227,551 19,057 1,579 663 170 11,038 2,784 287,851
At 30 June 2019 1,507,556 202,504 23,152,201 3,535,160 108,050 51,723 15,145 10,235,139 215,049 39,022,527
At 1 January 2019 – 23,280 3,753,654 720,910 79,150 44,628 4,821 – 18,295 4,644,738
Depreciation charge – 5,062 434,470 251,279 6,752 201 1,738 – 15,497 714,999
B-21
Exchange difference – 346 55,792 10,747 1,176 662 70 – 275 69,068
At 30 June 2019 – 28,688 4,243,916 982,936 87,078 45,491 6,629 – 34,067 5,428,805
Net carrying value

At 30 June 2019 1,507,556 173,816 18,908,285 2,552,224 20,972 6,232 8,516 10,235,139 180,982 33,593,722
Right-of-use assets comprise of motor vehicles under lease arrangement.

Vessels Capital
and Dry Motor Vessel Office work-in-
Land Buildings barges docking vehicles equipment equipment progress Total
$ $ $ $ $ $ $ $ $
(Audited)
31 December 2018
Cost
At 1 January 2018 1,553,068 208,617 15,927,698 567,754 186,619 46,658 8,378 – 18,498,792
Additions – – – 715,957 115,742 – 6,979 625,680 1,464,358
Exchange difference (67,559) (9,075) (692,860) (28,247) (8,692) (2,030) (382) (3,102) (811,947)
At 31 December 2018 1,485,509 199,542 15,234,838 1,255,464 293,669 44,628 14,975 622,578 19,151,203
At 1 January 2018 – 13,908 3,127,981 268,710 74,790 44,613 2,616 – 3,532,618
B-22
At 31 December 2018 – 23,280 3,753,654 720,910 97,445 44,628 4,821 – 4,644,738
Net carrying value

At 31 December 2018 1,485,509 176,262 11,481,184 534,554 196,224 – 10,154 622,578 14,506,465

(a) The net carrying values of property, plant and equipment of the Group held under finance
lease arrangements at the end of the reporting period were as follows:
Unaudited Audited
30 June 31 December
2019 2018
$ $
Motor vehicles – 168,903
(b) Additions to property, plant and equipment are as follows:
Unaudited Audited
30 June 31 December
2019 2018
$ $
Cash outflow on acquisition 16,338,026 1,353,951

Acquisition under finance leases – 110,407
Acquisition under lease liabilities 24,399 –
Vessels cost has been accrued and not paid 3,221,048 –
19,583,473 1,464,358
(c) Borrowings are secured on vessels of the Group, with a net carrying value of $2,918,060
(31.12.2018: $2,969,660) as at the end of the reporting period.
13 Trade and other receivables
Unaudited Audited
30 June 31 December
2019 2018
$ $
Non-current
Other deposits 20,294 19,997
Current
Trade receivables 1,710,474 5,517,245
Other receivables 5,054 47,523
Advanced payment to a supplier 397,242 1,605,873
Deposits 43,645 31,154
Prepayments 697,043 67,695
Prepaid taxes 648,300 333
3,501,758 7,269,823
B-23
14 Inventories
Unaudited Audited
30 June 31 December
2019 2018
$ $
Spare parts, at cost 28,194 31,207

Inventory-in-transit 2,317,175 –
2,345,369 31,207
15 Liabilities for post-employment benefits

The Group’s subsidiaries recognised liabilities for post-employment benefits based on the actuarial
calculation by an independent actuary. The actuarial calculation in regard to the compensation cost
adheres to the current value principle from the total payment of compensation due to retirement,
demise and disability. The calculation of current value is obtained from the use of various actuarial
assumptions, not only based on the level of interest but also based on salary increment, mortality,
disability and resignation levels.
The present value of the defined benefit obligation, and the related current service cost and past
service cost, were measured using the projected unit credit method. No funding has been made for
this defined benefit scheme.
The principal assumptions used in determining post-employment benefits as at the end of the
reporting periods were as follows:
Unaudited Audited
30 June 31 December
2019 2018
Normal retirement age 56 years old 55 years old

Salary increment rate per annum 10% 10%
Discount rate per annum 8.55% 9.65%
Mortality rate TMI 2011 TMI3 2011
Disability level 5% x TMI 2011 5% x TMI 2011
Resignation level per annum 10% until age 25 10% until age 25
then decreasing to and linearly
1% at age 55 decreasing
B-24

PT Deli Pratama Angkutan Laut
Unaudited Audited
30 June 31 December
2019 2018
Normal retirement age 56 years old 56 years old

Salary increment rate per annum 10% 10%
Discount rate per annum 8.55% 8.55%
Mortality rate TMI 2011 TMI 2011
Disability level 5% x TMI 2011 5% x TMI 2011
Resignation level per annum 10% until age 25 10% until age 25
then decreasing to then decreasing to
1% at age 55 1% at age 55
If the discount rate had been 1 percent higher with all other variables held constant, the
present value of defined benefits obligation would have been $198,564 (31.12.2018: $159,380)
lower. If the discount rate had been 1 percent lower, the present value of defined benefits obligation
would have been $256,002 (31.12.2018: $210,136) higher.
The amounts recognised in the combined statements of financial position are determined as
follows:
Unaudited Audited
30 June 31 December
2019 2018
$ $
Present value of defined benefit obligations 234,758 182,537
Movements in the account are as follows:
At beginning of the financial year 182,537 162,375

Remeasurement recognised in other comprehensive income, gross of tax (8,035) (45,132)
Post-employment benefits expense (Note 9) 112,806 72,493
Contribution (55,269) –
Exchange difference 2,719 (7,199)
At end of the financial year 234,758 182,537
B-25

The following table summarises the components of defined post-employment benefits expense
recognised in combined statements of comprehensive income:
Unaudited Audited
30 June 31 December
2019 2018
$ $
Current service cost 28,485 53,026

PSC-Curtailment (5,731) –
Interest cost on defined benefit obligation 9,481 12,106
Adjustment due to recognition of past services 80,571 7,361
Post-employment benefits expense 112,806 72,493
Defined post-employment benefits expense is recognised in the “Administrative expenses” line item
in the combined statements of comprehensive income.
The following table summarises the changes in liabilities for post-employment benefits recognised
in combined statements of comprehensive income:
Unaudited Audited
30 June 31 December
2019 2018
$ $
At beginning of the financial year 10,497 57,925

Other comprehensive income, gross of tax (8,035) (45,132)
Exchange difference 154 (2,296)
At end of the financial year 2,616 10,497
The remeasurement of post-employment benefits recognised in the other comprehensive loss/

(income) is as follows:
Unaudited Audited
30 June 31 December
2019 2018
$ $
Gross amount of remeasurement (8,035) (45,132)

Less tax 1,269 650
Amount net of tax (6,766) (44,482)
Management has reviewed the assumptions used and agreed that these assumptions are
adequate. Management believes that the liabilities for post-employment benefits are sufficient to
cover the Group’s liability for its employee benefits.
B-26
16 Borrowings
Unaudited Audited
30 June 31 December
2019 2018
$ $
Current
Bank loans 260,318 564,325
Finance lease liabilities – 26,310
Lease liabilities 25,184 –
285,502 590,635
Non-current
Loan from a non-controlling shareholder of the subsidiaries 6,880,358 –
Finance lease liabilities – 101,351
Lease liabilities 112,294 –
6,992,652 101,351
7,278,154 691,986
Bank loans
Bank loans of the Group are secured by the vessels, corporate guarantee from a related party,
PT Sinar Deli and joint and several personal guarantees by certain ultimate beneficial owners of
the Group. Interest is payable at 12.5% (31.12.2018: 12.5%) per annum.
Loan from a non-controlling shareholder of the subsidiaries

Loan from a non-controlling shareholder of the subsidiaries is non-interest bearing, unsecured and
repayable on 31 July 2020.
Based on the discounted cash flows method using the discount rate based on market lending
rates for similar borrowings which the management expects would be available to the Group at the
drawdown date, the loan is discounted based on 9.93% per annum. The fair value gain on loan is
recognised in the statement of changes in equity as a transaction with a shareholder in its capacity
as shareholder.
Lease liabilities
At 30 June 2019, the lease liabilities bear interest of 12.50% to 15.50% per annum.
The net carrying values of right-of-use assets acquired under lease liabilities arrangements are
disclosed in Note 12. Lease liabilities of the Group are secured by the rights to the leases motor
vehicles, which will revert to the lessor in the event of default by the Group.
B-27
Finance lease liabilities
Minimum lease Present value of

payments lease payments
Unaudited Audited Unaudited Audited
30 June 31 December 30 June 31 December
2019 2018 2019 2018
$ $ $ $
Not later than 1 year – 42,132 – 26,310

Later than 1 year but not later
than 5 years – 135,545 – 101,351
Total minimum lease payments – 177,677 – 127,661
Less: Future finance charges – (50,016) – –
Present value of finance lease
liabilities – 127,661 – 127,661
Unaudited Audited
30 June 31 December
2019 2018
$ $
Representing finance lease liabilities:

Current – 26,310
Non-current – 101,351
– 127,661
At 31 December 2018, the finance lease liabilities bore interest of 6.95% to 15.50% per annum.
The net carrying values of property, plant and equipment acquired under finance lease
arrangements are disclosed in Note 12.
Finance lease liabilities of the Group are secured by the rights to the leases motor vehicles, which
will revert to the lessor in the event of default by the Group.
Based on the discounted cash flow analysis using a discount rate based upon market lending rate
for similar borrowings which the directors expect would be available to the Group at the end of the
reporting period, the carrying amounts of finance lease liabilities approximates their fair values
at the end of the reporting period as the market lending rates at the end of the reporting period
were not significantly different from the effective interest rates of the Group’s existing finance lease
liabilities. This fair value measurement for disclosure purposes is categorised as Level 3 of the fair
value hierarchy.
B-28
Reconciliation of movements of liabilities to cash flows arising from financing activities:
Loan from a
Finance non-controlling
Bank lease shareholder of Lease
loans liabilities the subsidiaries liabilities Total
$ $ $ $ $
(Unaudited)
Balance at 1.1.2019 564,325 – – 127,661 691,986
Changes from financing
cash flows:
- Proceeds – – 7,656,964 – 7,656,964
- Repayment (312,323) – – (16,477) (328,800)
- Interest paid (27,654) – – (8,990) (36,644)
Non-cash changes:
- Interest expenses 27,654 – 56,457 8,990 93,101
- Fair value gain on loan from
non-controlling shareholder of
a subsidiary – – (834,353) – (834,353)
- Additional finance leases – – – 24,399 24,399
- Exchange difference 8,316 – 1,290 1,895 11,501
Balance at 30.6.2019 260,318 – 6,880,358 137,478 7,278,154
Loan from a
non-controlling
Finance shareholder
Bank lease of the
loans liabilities subsidiaries Total
$ $ $ $
(Audited)
Balance at 1.1.2018 1,233,615 52,241 1,000,464 2,286,320
- Repayment (618,695) (32,327) (961,711) (1,612,733)
- Interest paid (112,783) (8,475) (6,936) (128,194)
Non-cash changes:
Balance at 31.12.2018 564,325 127,661 – 691,986
B-29
17 Trade and other payables

Unaudited Audited
30 June 31 December
2019 2018
$ $
Trade payables
- third parties 5,926,903 296,018
- related parties – 3,041,028
Other payables 275,804 21,522
Accrued operating expenses 142,783 435,960
Accrued vessel cost 3,221,048 –
Refundable deposit received 1,927,296 –
11,493,834 3,794,528
18 Contract liabilities
Contract liability relates to advances received from customer for future deliveries of services.
Contract liability is recognised as revenue as (or when) the Group satisfies the performance
obligations under its contract.
The following table provides information about contract liabilities from contracts with customers.
Unaudited Audited
30 June 31 December
2019 2018
$ $
Contract liabilities 105,646 40,298
19 Share capital
Unaudited Audited
30 June 31 December
2019 2018
$ $
At beginning of the financial period/year 3,000,000 757,460

Issuance of shares by the subsidiaries – 1,000,573
Issuance of shares by the Company – 3,000,000
Adjustment pursuant to the Restructuring Exercise – (1,758,033)
At end of the financial period/year 3,000,000 3,000,000
The ordinary shares of the Company have no par value. The holders of ordinary shares are entitled
to receive dividends as and when declared by the Company. The ordinary shares carry one vote
per share without restriction.
20 Capital reserve
Capital reserve represents the fair value gain on loan from PT Deli Indonesia Sejahtera, a
non-controlling shareholder of the subsidiaries in its capacity as shareholder.
B-30
21 Operating lease commitments

The Group leases office premises under non-cancellable operating lease agreement. The leases
have a tenure of two to three years with varying rates for different periods during the lease term.
Commitments in relation to non-cancellable operating leases contracted for at the end of the
reporting period, but not recognised as liabilities, are as follows:
Unaudited
30 June
2019 2018
$ $
Not later than one financial year – 33,776

Later than one financial year but not later than five financial years – 16,888
– 50,664
22 Significant related party transactions

In addition to information disclosed elsewhere in the combined financial statements, the following
significant transactions took place between the Group and the related parties at terms agreed by
the parties:
Unaudited
30 June
2019 2018
$ $
With a director of the Company

Advances to – 12,345
With shareholders
Advances to – 26,070
With other related parties

Sales to – 5,718,336
Purchases from 17,130,932 3,472,559
Loan from a non-controlling shareholder of the subsidiaries 7,656,964 –
Deemed interest on loan from a non-controlling shareholder
of the subsidiaries 56,457 –
Interest expenses from a related party – 7,051
With holding company

Payment on behalf by 4,377 –
Other related party transactions

Other related parties comprise companies in which the controlling shareholders or their close
family members have controlling or substantial interests.
B-31
23 Financial instruments
(a) Categories of financial instruments
Financial instruments at their carrying amounts as at the end of the reporting periods are as
follows:
Unaudited Audited
30 June 31 December
2019 2018
$ $
Financial assets
Financial assets at amortised costs 11,155,537 16,942,591
Financial liabilities
Financial liabilities at amortised cost 18,771,988 4,486,514
(b) Financial risk management objectives and policies

There has been no change in the financial risk management of the Group and the Group’s
overall capital risks management remains unchanged from the audited combined financial
statements for the financial year ended 31 December 2016, 2017 and 2018.
24 Fair values of assets and liabilities

The Group classifies fair value measurement using a fair value hierarchy that reflects the
significance of the inputs used in making measurements. The fair value hierarchy have the following
levels:
a) Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities;
b) Level 2 - inputs other than quoted prices included within Level 1 that are observable for the
asset or liability, either directly or indirectly (ie derived from prices); and
c) Level 3 - inputs for the asset or liability that are not based on observable market data
(unobservable inputs).
The carrying amounts of financial assets and liabilities (except for non-current borrowings) of the
Group are reasonable approximation of their fair values due to relatively short-term maturity of
these financial instruments.
25 Capital management
The primary objective of the Group’s capital management is to safeguard the Group’s ability
to continue as a going concern and to maintain optimal capital structure so as to maximise
shareholder value.
In order to maintain or achieve an optimal capital structure, the Group may issue new shares or
obtain additional funding from shareholders.
The capital structure of the Group comprises share capital and retained earnings. The Group’s
overall strategy remains unchanged during the financial year ended 31 December 2018 and
financial period ended 30 June 2019.
B-32
26 Segment information
Inter-segment revenue are eliminated on consolidation.
Inter-segment assets and liabilities are eliminated to arrive at the total assets and liabilities
reported in the consolidated statements of financial position.
Segment results
Management monitors the operating results of its operating segments separately for the purpose
of making decisions about resource allocation and performance assessment. Income taxes are
managed on a group basis and operating expenses of the investment holding company are not
allocated to operating segments. Sales between operating segments are on terms agreed by the
group companies concerned.
Segment assets
The amounts provided to the management with respect to total assets are measured in a manner
consistent with that of the financial statements. Management monitors the assets attributable to
each segment for the purposes of monitoring segment performance and for allocating resources
between segments. All assets are allocated to reportable segment except for deferred tax assets,
prepaid taxes and assets of the investment holding company. These assets are classified as
unallocated asset.
Segment liabilities
The amounts provided to the management with respect to total liabilities are measured in a
manner consistent with that of the financial statements. All liabilities are allocated to the reportable
segments based on the operations of the segments other than tax payable and liabilities of the
investment holding company. These liabilities are classified as unallocated liabilities.
B-33


Unaudited Unaudited Unaudited
Six-month period Six-month period Six-month period
ended 30 June ended 30 June ended 30 June
2019 2018 2019 2018 2019 2018
$ $ $ $ $ $
Revenue:
External customers 37,837,577 12,925,187 3,085,901 5,166,485 40,923,478 18,091,672
Total revenue 37,837,577 12,925,187 3,085,901 5,166,485 40,923,478 18,091,672
Segment profit/(loss): 1,416,544 1,033,101 (342,852) 1,622,112 1,073,692 2,655,213
Interest income 54,318 24,903 84,822 22,174 139,140 47,077

Finance costs (5,596) – (87,505) (77,828) (93,101) (77,828)
B-34
Unallocated corporate expenses – – – – (543,903) –
Profit before tax/(loss) 1,465,266 1,058,004 (345,535) 1,566,458 575,828 2,624,462
Income tax expense (392,828) (320,654)
Profit for the period 183,000 2,303,808


Unaudited Audited Unaudited Audited Unaudited Audited
30 June 31 December 30 June 31 December 30 June 31 December
2019 2018 2019 2018 2019 2018
$ $ $ $ $ $
Segment assets 9,378,864 6,695,321 39,112,210 25,337,579 48,491,074 32,032,900

Unallocated assets 362,178 1,123,102
Total assets 48,853,252 33,156,002
Liabilities
Segment liabilities 5,496,835 3,508,163 13,960,403 955,017 19,457,238 4,463,180
Unallocated liabilities 31,321 755,460
Total liabilities 19,488,559 5,218,640
B-35
Other segment information
Capital expenditure 25,067 88,281 19,543,421 1,372,637 19,568,488 1,460,918
Unallocated capital expenditure 14,985 3,440
19,583,473 1,464,358
Depreciation 9,197 1,077 705,229 1,270,926 714,426 1,272,003

Unallocated depreciation 573 96
714,999 1,272,099
Other non-cash expenses 49,804 9,841 63,002 62,652 112,806 72,493

27 Subsequent events
In addition to the events as disclosed in Note 2 to these financial statements, the following are the
other significant events occurred after the end of the reporting year:
(a) on 23 December 2019, the Company was converted into public company limited by shares;
and
(b) on 23 December 2019, the directors approved the sub-division of 3,000,000 shares in the
capital of the Company into 75,000,000 shares.
28 Authorisation of combined financial statements

The unaudited condensed interim combined financial statements for the six-month period ended
30 June 2019 were authorised in accordance with a resolution of the directors dated 26 December
2019.
B-36
APPENDIX C – INDEPENDENT AUDITOR’S ASSURANCE REPORT AND
THE COMPILATION OF UNAUDITED PRO FORMA COMBINED FINANCIAL
INFORMATION OF RESOURCES GLOBAL DEVELOPMENT LIMITED AND ITS
SUBSIDIARIES FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2018 AND

(Co. Reg. No. 201841763M)
UNAUDITED PRO FORMA COMBINED

FINANCIAL INFORMATION
FOR THE FINANCIAL YEAR ENDED
31 DECEMBER 2018
AND SIX-MONTH PERIOD ENDED 30 JUNE 2019
CONTENTS
Independent Auditor’s Assurance Report C-2
Unaudited Pro Forma Combined Statements of

Comprehensive Income C-6

Financial Position C-8

Cash Flows C-12
Explanatory Notes to the Unaudited Pro Forma

Combined Financial Information C-16
C-1
INDEPENDENT AUDITOR’S ASSURANCE REPORT ON THE COMPILATION OF UNAUDITED PRO

FORMA COMBINED FINANCIAL INFORMATION OF RESOURCES GLOBAL DEVELOPMENT
LIMITED AND ITS SUBSIDIARIES FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2018 AND
THE SIX-MONTH PERIOD ENDED 30 JUNE 2019
26 December 2019

144 Robinson Road
Singapore 068908
Dear Sirs
Report on the Compilation of Unaudited Pro Forma Combined Financial Information

We have completed our assurance engagement to report on the compilation of unaudited pro forma
combined financial information of Resources Global Development Limited (the “Company”) and its
subsidiaries (the “Group”) by management. The unaudited pro forma combined financial information
of the Group consists of the unaudited pro forma combined statements of financial position as at
31 December 2018 and 30 June 2019, the unaudited pro forma combined statements of comprehensive
income and the unaudited pro forma combined statements of cash flows for the financial year ended 31
December 2018 and six-month period ended 30 June 2019 and related notes as set out on Appendix C
of the Offer Document issued by the Group. The applicable criteria on the basis of which management
of the Group has compiled the unaudited pro forma combined financial information are described in
Explanatory Note 3.
The unaudited pro forma combined financial information of the Group has been compiled by management
to illustrate the impact of the events or transactions set out in Explanatory Note 2 on:
(i) the unaudited pro forma combined financial positions of the Group as at 31 December 2018 and
30 June 2019 as if the events or transactions had occurred on 31 December 2018 and 30 June
2019 respectively;
(ii) the unaudited pro forma combined financial performance of the Group for the financial year ended
31 December 2018 and six-month period ended 30 June 2019 as if the events or transactions had
occurred on 1 January 2018; and
(iii) the unaudited pro forma combined cash flows of the Group for the financial year ended
31 December 2018 and six-month period ended 30 June 2019 as if the events or transactions had
occurred on 1 January 2018.
As part of this process, information about the Group’s financial position, profit or loss and other
comprehensive income and cash flows has been extracted by management from the Group’s financial
statements for the financial year ended 31 December 2018, on which an audit report has been published,
and the Group’s unaudited condensed interim combined financial statements for the six-month period
ended 30 June 2019, on which a review report has been published.
C-2

Management’s Responsibility for the Unaudited Pro Forma Combined Financial Information
Management is responsible for compiling the unaudited pro forma combined financial information of the
Group on the basis of the applicable criteria as described in Explanatory Note 3.
Our Independence and Quality Control

We have complied with the independence and other ethical requirement of the Accounting and Corporate
Regulatory Authority Code of Professional Conduct and Ethics for Public Accountants and Accounting
Entities, which is founded on fundamental principles of integrity, objectivity, professional competence and
due care, confidentiality and professional behaviour.
The firm applies Singapore Standard on Quality Control 1 and accordingly maintains a comprehensive
system of quality control including documented policies and procedures regarding compliance with ethical
requirements, professional standards and applicable legal and regulatory requirements.
Auditor’s Responsibilities
Our responsibility is to express an opinion about whether the unaudited pro forma combined financial
information of the Group has been compiled, in all material respects, by management on the basis as
described in Explanatory Note 3.
We conducted our engagement in accordance with Singapore Standard on Assurance Engagements

3420, Assurance Engagements to Report on the Compilation of Pro Forma Financial Information
Included in a Prospectus (“SSAE 3420”) issued by the Institute of Singapore Chartered Accountants. This
standard requires that the auditor plans and performs procedures to obtain reasonable assurance about
whether management has compiled, in all material respects, the unaudited pro forma combined financial
information of the Group on the basis of the applicable criteria as described in Explanatory Note 3.
For purposes of this engagement, we are not responsible for updating or reissuing any reports or
opinions on any historical financial information used in compiling the unaudited pro forma combined
financial information of the Group, nor have we, in the course of this engagement, performed an audit
or review of the financial information used in compiling the unaudited pro forma combined financial
information of the Group.
The purpose of the unaudited pro forma combined financial information of the Group included in the Offer
Document is solely to illustrate the impact of a significant event or transaction on unadjusted financial
information of the Group as if the event had occurred or the transaction had been undertaken at an
earlier date selected for purposes of the illustration. Accordingly, we do not provide any assurance that
the actual outcome of the event or transaction at the respective dates would have been as presented.
C-3

Auditor’s Responsibilities (cont’d)

A reasonable assurance engagement to report on whether the unaudited pro forma combined financial
information of the Group has been compiled, in all material respects, on the basis of the applicable
criteria involves performing procedures to assess whether the applicable criteria used by management
in the compilation of the unaudited pro forma combined financial information of the Group provide a
reasonable basis for presenting the significant effects directly attributable to the event or transaction, and
to obtain sufficient appropriate evidence about whether:
 the related pro forma adjustments give appropriate effect to those criteria; and
 the unaudited pro forma combined financial information of the Group reflects the proper application
of those adjustments to the unadjusted financial information.
The procedures selected depend on the auditor’s judgement, having regard to the auditor’s understanding
of the nature of the Group, the event or transaction in respect of which the unaudited pro forma combined
financial information of the Group has been compiled, and other relevant engagement circumstances.
The engagement also involves evaluating the overall presentation of the unaudited pro forma combined
financial information of the Group.
We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Opinion
In our opinion:
(a) the unaudited pro forma combined financial information of the Group has been compiled:
(i) for the financial year ended 31 December 2018 in a manner consistent with the accounting
policies adopted by the Group in its latest audited financial statements, which are in
accordance with Singapore Financial Reporting Standards (International) (“SFRS(I)”);
(ii) for the six-month period ended 30 June 2019 in a manner consistent with the accounting
policies adopted by the Group in its latest reviewed financial statements, which are in
accordance with SFRS(I);
(iii) on the basis of the applicable criteria stated in Explanatory Note 3 of the unaudited pro
forma combined financial information of the Group; and
(b) each material adjustment made to the information used in the preparation of the unaudited pro
forma combined financial information of the Group is appropriate for the purpose of preparing such
unaudited financial information.
C-4

Restriction of Use and Distribution

This report is made solely to you as a body and for the inclusion in the Offer Document to be issued
in relation to the proposed listing of the Company on Catalist, the sponsor supervised board of the
Singapore Exchange Securities Trading Limited and for no other purpose.
Baker Tilly TFW LLP

Singapore
Partner in charge: Khor Boon Hong
C-5
UNAUDITED PRO FORMA COMBINED STATEMENT OF COMPREHENSIVE INCOME

For the financial year ended 31 December 2018
Unaudited
Audited pro forma
combined combined
statement of Unaudited statement of
comprehensive pro forma comprehensive
income adjustments income
$ $ $
Revenue 44,757,179 – 44,757,179

Cost of sales and services (39,272,268) – (39,272,268)
Gross profit 5,484,911 – 5,484,911
Interest income 150,063 – 150,063
Expenses
Administrative expenses (1,454,413) – (1,454,413)
(i)
Finance costs (128,194) (760,337) (888,531)
Profit before tax 4,052,367 (760,337) 3,292,030

Tax expense (599,368) – (599,368)
Profit for the financial year 3,452,999 (760,337) 2,692,662
Other comprehensive (loss)/income

Currency translation differences arising from consolidation (998,893) – (998,893)
Remeasurement of post-employment benefits liabilities,
net of tax 44,482 – 44,482
Other comprehensive loss for the financial year, net of tax (954,411) – (954,411)
Total comprehensive income for the financial year 2,498,588 (760,337) 1,738,251
Profit for the financial year attributable to:

Equity holders of the Company 2,241,696 (372,565) 1,869,131
Non-controlling interests 1,211,303 (387,772) 823,531
3,452,999 (760,337) 2,692,662

Equity holders of the Company 1,810,058 (372,565) 1,437,493
Non-controlling interests 688,530 (387,772) 300,758
2,498,588 (760,337) 1,738,251
Earnings per share for profit attributable to equity holders

of the Company (cents per share) - Basic and diluted 3.0 – 2.5
Notes to the pro forma adjustments:
The pro forma adjustment for financial year ended 31 December 2018 relates to:
(i)
Interest expense on loan from a non-controlling shareholder of the subsidiaries.
The accompanying notes form an integral part of this unaudited pro forma combined financial statements.
C-6
UNAUDITED PRO FORMA COMBINED STATEMENT OF COMPREHENSIVE INCOME

For the six-month period from 1 January 2019 to 30 June 2019
Unaudited
Unaudited pro forma
combined combined
statement of statement of
comprehensive Unaudited pro comprehensive
income forma adjustments income
$ $ $
Revenue 40,923,478 40,923,478

Cost of sales and services (38,777,098) – (38,777,098)
Gross profit 2,146,380 – 2,146,380
Other income 139,140 – 139,140
Expenses
Administrative expenses (1,616,591) – (1,616,591)
Finance costs (93,101) (323,711) (i) (416,812)
Profit before tax 575,828 (323,711) 252,117

Tax expense (392,828) – (392,828)
Profit/(loss) for the financial period 183,000 (323,711) (140,711)
Other comprehensive income

Currency translation differences arising from consolidation 401,943 – 401,943

Remeasurement of post-employment benefits liabilities, net of tax 8,035 – 8,035
Other comprehensive income for the financial period, net of tax 409,978 – 409,978
Total comprehensive income for the financial period 592,978 (323,711) 269,267
Profit/(loss) for the financial period attributable to:

Equity holders of the Company 367,014 (158,618) 208,396
Non-controlling interests (184,014) (165,093) (349,107)
183,000 (323,711) (140,711)

Equity holders of the Company 590,780 (158,618) 432,162
Non-controlling interests 2,198 (165,093) (162,895)
592,978 (323,711) 269,267
Earnings per share for profit attributable to equity holders

of the Company (cents per share) - Basic and diluted 0.5 – 0.3
The pro forma adjustment for financial period ended 30 June 2019 relates to:
(i)
C-7
UNAUDITED PRO FORMA COMBINED STATEMENT OF FINANCIAL POSITION

Unaudited
Audited pro forma
combined combined
financial pro forma financial
position adjustments position
$ $ $
Non-current assets
Property, plant and equipment 14,506,465 21,459,572(i)(ii)(iii) 35,966,037
Deferred tax assets 1,838 – 1,838
Other receivables 19,997 – 19,997
14,528,300 21,459,572 35,987,872
Current assets
Inventories 31,207 – 31,207
Trade and other receivables 7,269,823 (4,557,608)(iii) 2,712,215
Cash and cash equivalents 11,326,672 (9,245,000)(i) 2,081,672
18,627,702 (13,802,608) 4,825,094
Total assets 33,156,002 7,656,964 40,812,966
Liabilities for post-employment benefits 182,537 – 182,537
(ii)(iii)(iv)
Borrowings 101,351 6,822,611 6,923,962
283,888 6,822,611 7,106,499
Current liabilities
Borrowings 590,635 – 590,635
Contract liabilities 40,298 – 40,298
Tax payable 509,291 – 509,291
4,934,752 – 4,934,752
Net assets 27,937,362 834,353 28,771,715
Equity
Share capital 3,000,000 – 3,000,000
Retained earnings 13,515,043 – 13,515,043
Capital reserve – 408,833(iv) 408,833
Currency translation reserve (1,016,205) – (1,016,205)
Equity attributable to equity holders of the Company 15,498,838 408,833 15,907,671
(iv)
Non-controlling interests 12,438,524 425,520 12,864,044
Total equity 27,937,362 834,353 28,771,715
C-8

As at 31 December 2018 (cont’d)
The pro forma adjustments on 31 December 2018 relate to:
(i)
Acquisition of a bulk carrier amounting to $9,245,000 (US$7.0 million), to be fully satisfied by cash.
(ii)
Dry-docking and refurbishment costs for a bulk carrier, tugboats and barges amounting to $2,688,652 (IDR28.5 billion), to be
fully financed by loan from a non-controlling shareholder of the subsidiaries.
(iii)
Acquisition of tugboats and barges amounting to $9,525,920 (US$7.05 million), to be satisfied by cash to be received from
trade debtors of $4,557,608 (US$3.23 million) and loan from a non-controlling shareholder of the subsidiaries of $4,968,312
(US$3.82 million).
(iv)
Fair value gain on loan from a non-controlling shareholder of the subsidiaries, discounted based on 9.93% per annum which
approximates market lending rates for similar borrowings which the management expects would be available to the Group on
the drawdown date of the loan.
C-9

As at 30 June 2019
Unaudited
Unaudited pro forma
combined combined
financial pro forma financial
position adjustments position
$ $ $
Non-current assets
(i)(ii)
Property, plant and equipment 33,593,722 2,375,158 35,968,880
Deferred tax assets 16,039 – 16,039
Other receivables 20,294 – 20,294
33,630,055 2,375,158 36,005,213
Current assets
Inventories 2,345,369 – 2,345,369
(ii)
Trade and other receivables 3,501,758 (397,159) 3,104,599
(i)(ii)
Cash and cash equivalents 9,376,070 (1,977,999) 7,398,071
15,223,197 (2,375,158) 12,848,039
Total assets 48,853,252 – 48,853,252
Liabilities for post-employment benefits 234,758 – 234,758
Borrowings 6,992,652 – 6,992,652
7,227,410 – 7,227,410
Current liabilities
Borrowings 285,502 – 285,502
Contract liabilities 105,646 105,646
Tax payable 376,167 – 376,167
12,261,149 – 12,261,149
Total liabilities 19,488,559 – 19,488,559
Net assets 29,364,693 – 29,364,693
Equity
Share capital 3,000,000 – 3,000,000
Retained earnings 13,888,532 – 13,888,532
Capital reserve 408,833 408,833
Currency translation reserve (798,914) – (798,914)
Equity attributable to equity holders of the Company 16,498,451 – 16,498,451
Non-controlling interests 12,866,242 – 12,866,242
Total equity 29,364,693 – 29,364,693
C-10

As at 30 June 2019 (cont’d)
The pro forma adjustments on 30 June 2019 relate to:
(i)
Additional dry-docking and refurbishment costs for a tugboat and barge amounting to $428,012 (IDR 4.54 billion), to be
financed by cash balance as drawdown from the loan from a non-controlling shareholder of the subsidiaries.
(ii)
Acquisition of a barge amounting to $1,947,146 (US$1.45 million), to be satisfied by cash to be received from trade debtors of
$397,159 (US$290,000) and cash balance as drawdown from the loan from a non-controlling shareholder of the subsidiaries
of $1,549,987 (US$1.16 million).
C-11
UNAUDITED PRO FORMA COMBINED STATEMENT OF CASH FLOWS

For the financial year ended 31 December 2018
Unaudited
Audited pro forma
combined Unaudited combined
statement of pro forma statement of
cash flows adjustments cash flows
$ $ $

Profit before tax 4,052,367 (760,337) 3,292,030
Adjustments for:
Depreciation of property, plant and equipment 1,272,099 – 1,272,099
Post-employment benefits 72,493 – 72,493
Interest income (150,063) – (150,063)
Interest expense 128,194 760,337(i) 888,531
Operating cash flows before working capital changes 5,375,090 – 5,375,090

Inventories (10,181) – (10,181)
Receivables (3,459,038) 4,557,608(iv) 1,098,570
Payables 3,208,583 – 3,208,583
Currency translation difference 4,560 – 4,560
Cash generated from operations 5,119,014 4,557,608 9,676,622
Interest received 150,063 – 150,063
Taxes paid (432,663) – (432,663)
Net cash generated from operating activities 4,836,414 4,557,608 9,394,022

Cash outflow pursuant to the Restructuring Exercise (1,758,033) – (1,758,033)
Purchases of property, plant and equipment (1,353,951) (21,459,572)(ii)(iii)(iv) (22,813,523)
Advances to a director of the Company (12,324) – (12,324)
Advances to shareholders (26,070) – (26,070)
Repayment from a director of the Company 101,789 – 101,789
Repayment from shareholders 55,932 – 55,932
Repayment from a related party 6,486,509 – 6,486,509
Advances to a third party (35,374) – (35,374)
Net cash generated/(used in) investing activities 3,458,478 (21,459,572) (18,001,094)
C-12

For the financial year ended 31 December 2018 (cont’d)
Unaudited
Audited pro forma
$ $ $

Proceeds from issuance of shares 4,000,573 – 4,000,573
Proceeds from issuance of shares to non-controlling interest 10,107 – 10,107
Dividend paid to shareholders (1,422,000) – (1,422,000)
Interest paid (128,194) – (128,194)
(iii)(iv)
Loan from a non-controlling shareholder of the subsidiaries – 7,656,964 7,656,964
Repayment of borrowings (618,695) – (618,695)
Repayment of loan from a related party (961,711) – (961,711)
Repayment of finance leases (32,327) – (32,327)
Net cash generated from financing activities 847,753 7,656,964 8,504,717
Net increase/(decrease) in cash and cash equivalents 9,142,645 (9,245,000) (102,355)
Cash and cash equivalents at beginning of financial year 2,184,027 – 2,184,027

Cash and cash equivalents at end of financial year 11,326,672 (9,245,000) 2,081,672
The pro forma adjustments for financial year ended 31 December 2018 relate to:
(i)
Interest expenses on loan from a non-controlling shareholder of the subsidiaries.
(ii)
Acquisition of a bulk carrier amounting to $9,245,000 (US$7.0 million), to be fully satisfied by cash.
(iii)
Dry-docking costs for a bulk carrier, tugboats and barges amounting to $2,688,652 (IDR28.5 billion), to be fully financed by
loan from a non-controlling shareholder of the subsidiaries.
(iv)
Acquisition of tugboats and barges amounting to $9,525,920 (US$7.05 million), to be satisfied by cash to be received from
trade debtors of $4,557,608 (US$3.23 million) and loan from a non-controlling shareholder of the subsidiaries of $4,968,312
(US$3.82 million).
C-13

For the six-month period from 1 January 2019 to 30 June 2019
Unaudited
Unaudited pro forma
$ $ $

Profit before tax 575,828 (323,711) 252,117
Adjustments for:
Depreciation of property, plant and equipment 699,502 – 699,502
Depreciation of right-of-use assets 15,497 – 15,497
Post-employment benefits 112,806 – 112,806
Interest income (139,140) – (139,140)
Interest expense 93,101 323,711(i) 416,812
Operating cash flows before working capital changes 1,357,594 – 1,357,594

Inventories (2,314,162) – (2,314,162)
(iv)
Receivables 3,768,065 (4,160,449) (392,384)
Payables 4,543,606 3,221,048(iv) 7,764,654
Currency translation difference 134,251 – 134,251
Cash generated from operations 7,489,354 (939,401) 6,549,953
Interest received 139,140 – 139,140
Taxes paid (532,590) – (532,590)
Net cash generated from operating activities 7,095,904 (939,401) 6,156,503

Purchases of property, plant and equipment (16,338,026) 15,863,366(ii)(iii)(iv) (474,660)
Net cash used in investing activities (16,338,026) 15,863,366 (474,660)
C-14

For the six-month period ended 30 June 2019 (cont’d)
Unaudited
Unaudited pro forma
$ $ $

Interest paid (36,644) – (36,644)
Loan received from a non-controlling shareholder of the
subsidiaries 7,656,964 (7,656,964)(v) –
Repayment of borrowings (312,323) – (312,323)
Repayment of lease liabilities (16,477) – (16,477)
Net cash generated from/(used in) financing activities 7,291,520 (7,656,964) (365,444)
Net (decrease)/increase in cash and cash equivalents (1,950,602) 7,267,001 5,316,399
Cash and cash equivalents at beginning of financial period 11,326,672 (9,245,000)(ii) 2,081,672
Cash and cash equivalents at end of financial period 9,376,070 (1,977,999) 7,398,071
The pro forma adjustments for financial period ended 30 June 2019 relate to:
(i)
(ii)
Reversal of cash used in acquisition of a bulk carrier amounting to $9,245,000 (US$7.0 million), as if the acquisition had
occurred on 1 January 2018.
(iii)
Reversal of cash used in the dry-docking costs for a bulk carrier, tugboats and barges amounting to $2,260,640 (IDR23.96
billion), as if the acquisition had occurred on 1 January 2018.
(iv)
Reversal of cash used in the acquisition of tugboats and barges amounting to $4,357,726 (US$3.22 million) and the
movements in receivables and payables in relation to such acquisition, as if the transaction had occurred on 1 January 2018.
(v)
Reversal of loan received from a non-controlling shareholder of the subsidiaries, as if the loan had been drawndown on 1
January 2018.
C-15
NOTES TO THE UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

For the financial year ended 31 December 2018 and six-month period ended 30 June 2019
Explanatory Notes
1. General information
Limited.
The registered office and principal place of business of the Company is located at 144 Robinson
Road, #07-01 Robinson Square, Singapore 068908.
subsidiaries are disclosed in Note 5 to the audited combined financial statements for the financial
years ended 31 December 2016, 2017 and 2018 as set out in Appendix A of the Offer Document.
The Company’s immediate and ultimate holding company is Deli International Resources Limited,
2. Significant events
Save for the significant events disclosed below (the “Significant Events”), the directors, as at the
date of this report, are not aware of any other significant acquisitions, disposal of assets and
subsidiaries or significant changes made to the capital structure of the Group subsequent to 30
June 2019:
(a) Acquisition of a bulk carrier

On 18 February 2019, PT Deli Pratama Angkutan Laut (“PT DPAL”) completed its acquisition
of Navios Meridian, a 50,136 metric tonne bulk carrier for a purchase consideration of
$9,245,000 (US$7.0 million). The bulk carrier is currently a Panama-flagged vessel (subject
to Panama laws) and PT DPAL is currently in the midst of re-registering Navios Meridian
as an Indonesia-flagged vessel with its name changed to Pacific Bulk. The purchase
consideration has been fully paid in March 2019, financed by cash generated from the
business operation. As this bulk carrier is a 17 years old used vessel, the estimated
remaining useful life is 10 years.
(b) Construction of tugboats and barges

The Group has, on 10 October 2018, entered into a sale and purchase agreement with
a shipyard company for the construction of two tugboats and two barges for a total
consideration of $7,578,774 (US$5.6 million). As at 30 June 2019, the construction of these
tugboats and barges have been completed. $4,557,608 (US$3.23 million) was paid using the
cash generated from business operation, and $3,021,166 (US$2.37 million) was financed by
loan from a non-controlling shareholder of the subsidiaries. The estimated useful life of each
tugboat and barge is 20 years.
C-16

Explanatory Notes
2. Significant events (cont’d)
(b) Construction of tugboats and barges (cont’d)
The Group has, on 22 April 2019, entered into a sale and purchase agreement with a
shipyard company for the construction of a barge for a consideration of $1,947,146 (US$1.45
million). The construction of this barge was completed in July 2019. This purchase was fully
financed by loan from a non-controlling shareholder of the subsidiaries. The estimated useful
life of the barge is 20 years.
(c) Dry docking and refurbishment of bulk carrier, tugboats and barges
The Group appointed a shipyard company to refurbish and refit the bulk carrier, tugboats
and barges amounted $2,260,640 and a tugboat and barge amounted $428,012 during
the six-month and nine-month period ended 30 June 2019 and 30 September 2019
respectively. These dry-docking and refurbishment costs were fully financed by loan from a
non-controlling shareholder of the subsidiaries. These dry docking and refurbishment costs
will be capitalised under the account of property, plant and equipment and amortised over 2
years.
3. Basis of preparation of the unaudited pro forma combined financial information

The Group in this unaudited pro forma combined financial information refers to Resources
Global Development Limited and its subsidiaries (the “Group”) subsequent to the Restructuring
Exercise as referred to the Offer Document. The related party is a non-controlling shareholder of
subsidiaries.
The unaudited pro forma combined financial information has been compiled based on the following:
- audited combined financial statements of the Group for the financial year ended
31 December 2018, which were prepared by management in accordance with the Singapore
Financial Reporting Standards (International) (“SFRS(I)”) and audited by Baker Tilly TFW
LLP, in accordance with Singapore Standards on Auditing (“SSAs”). The auditor’s report on
these combined financial statements was not modified; and
- unaudited condensed interim combined financial statements of the Group for the six-month
period ended 30 June 2019, which were prepared by management in accordance with the
Singapore Financial Reporting Standards (International) 1-34 Interim Financial Reporting
(“SFRS(I) 1-34) and reviewed by Baker Tilly TFW LLP, in accordance with Singapore
Standards on Review Engagement 2410 Review of Interim Financial Information Performed
by the Independent Auditor of the Entity. The auditor’s review report on these combined
financial statements was not modified.
C-17

Explanatory Notes
3. Basis of preparation of the unaudited pro forma combined financial information (cont’d)
The unaudited pro forma combined financial information for the financial year ended
31 December 2018 and the six-month period ended 30 June 2019 have been prepared using the
same accounting policies and methods of computation in the preparation of the audited combined
financial statements for the financial years ended 31 December 2016, 2017 and 2018 and the
unaudited condensed interim combined financial statements for the six-month period ended
30 June 2019 respectively.
The unaudited pro forma combined financial information for the financial year ended
31 December 2018 and the six-month period ended 30 June 2019 are prepared for illustrative
purposes only. These are prepared based on certain assumptions and after making certain
adjustments to illustrate the effects of the following events or transactions:
- the unaudited pro forma combined statements of financial position of the Group as at
31 December 2018 and 30 June 2019 would have been if the Significant Events disclosed in
Explanatory Note 2 had occurred on 31 December 2018 and 30 June 2019 respectively;
- the unaudited pro forma combined statements of cash flow of the Group for the financial
year ended 31 December 2018 and the six-month period ended 30 June 2019 would have
been if the Significant Events disclosed in Explanatory Note 2 had occurred on 1 January
2018; and
- the unaudited pro forma combined financial performance of the Group for the financial year
ended 31 December 2018 and six-month period ended 30 June 2019 would have been if the
Significant Events disclosed in Explanatory Note 2 had occurred on 1 January 2018.
No pro forma adjustments have been made to adjust the revenue and cost of sales/services as
these bulk carrier, tugboats and barges were not in use in the respective periods and therefore
revenue and costs have been assumed to be nil for the purpose of compiling the unaudited
proforma combined financial performance.
The unaudited pro forma combined financial information of the Group, because of its nature, is not
necessarily indicative of the results of the operations, cash flows and financial position that would
have been attained had the Significant Events disclosed in Explanatory Note 2 actually occurred
earlier.
4. Authorisation of unaudited pro forma combined financial information

The unaudited pro forma combined financial information for the year ended 31 December 2018 and
six-month period ended 30 June 2019 was authorised for issue in accordance with a resolution of
the directors on 26 December 2019.
C-18
APPENDIX D – DESCRIPTION OF ORDINARY SHARES
The following statements are brief summaries of the rights and privileges of Shareholders conferred by
the laws of Singapore and the Constitution of our Company. These statements summarise the material
provisions of the Constitution but are qualified in entirety by reference to the Constitution.
Ordinary Shares
There are no founder, management, deferred or unissued shares reserved for issue for any purpose. We
have only one (1) class of shares, namely, our ordinary shares which have identical rights in all respects
and rank equally with one another. All of the ordinary shares are in registered form. Our Company may,
subject to the provisions of the Companies Act and the Catalist Rules, purchase our Shares. However, it
may not, except in circumstances permitted by the Companies Act, grant any financial assistance for the
acquisition or proposed acquisition of our own Shares.
New Shares
New Shares may only be issued with the prior approval in a general meeting of our Shareholders. The
aggregate number of Shares to be issued pursuant to such approval may not exceed 100% (or such
other limit as may be prescribed by the SGX-ST) of our issued share capital for the time being, of which
the aggregate number of shares to be issued other than on a pro-rata basis to our Shareholders shall not
exceed 50% (or such other limit as may be prescribed by the SGX-ST) of our issued share capital for the
time being (the percentage of issued share capital being based on our issued Shares at the time such
authority is given after adjusting for new Shares arising from the conversion of convertible securities or
employee share options on issue at the time such authority is given and any subsequent consolidation
or sub-division of Shares). The approval, if granted, will lapse at the conclusion of the annual general
meeting following the date on which the approval was granted or the date by which the annual general
meeting is required by law to be held, whichever is the earlier but any approval may be previously
revoked or varied by our Company in general meeting. Subject to the foregoing, the provisions of the
Companies Act and any special rights attached to any class of shares currently issued, all new Shares
are under the control of our Board who may allot and issue the same with such rights and restrictions as
it may think fit.
Shareholders
Only persons who are registered in the register of shareholders of our Company and, in cases in which
the person so registered is CDP, the persons named as the Depositors in the Depository Register
maintained by CDP for the Shares, are recognised as our Shareholders. Our Company will not, except
as required by law, recognise any equitable, contingent, future or partial interest in any Share or other
rights for any Share other than the absolute right thereto of the registered holder of that Share or of the
person whose name is entered in the Depository Register for that Share. Our Company may close the
register of shareholders for any time or times if it provides the SGX-ST at least 10 clear market days’
notice. However, the register of shareholders may not be closed for more than 30 days in aggregate in
any calendar year. Our Company typically closes the register of shareholders to determine Shareholders’
entitlement to receive dividends and other distributions.
Transfer of Shares
There is no restriction on the transfer of fully-paid Shares except where required by law or the Catalist
Rules or the rules or by-laws of any stock exchange on which our Company is listed. Our Board may
decline to register any transfer of Shares which are not fully-paid Shares, or Shares on which our
Company has a lien. Our Shares may be transferred by a duly signed instrument of transfer in a form
approved by the SGX-ST or any stock exchange on which our Company is listed.
Our Board may also decline to register any instrument of transfer unless, among other things, it has
been duly stamped and is presented for registration together with the share certificate and such other
evidence of title as it may require. Our Company 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 and furnishes any evidence
and indemnity that our Board may require.
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General Meetings of Shareholders

Our Company is required to hold an annual general meeting every year. Our Board may convene an
extraordinary general meeting whenever it thinks 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 the issued share capital of
our Company (excluding treasury shares) may call a meeting. Unless otherwise required by law or by
our Constitution, voting at general meetings is by ordinary resolution, requiring an affirmative vote of a
simple majority of the votes cast at that meeting. An ordinary resolution suffices, for example, for the
appointment of directors. A special resolution, requiring the affirmative vote of at least 75% of the votes
cast at the meeting, is necessary for certain matters under Singapore law, including voluntary winding up,
amendments to the Constitution, a change of the corporate name and a reduction in the share capital.
Our Company must give at least 21 days’ notice in writing for every general meeting convened for the
purpose of passing a special resolution. Ordinary resolutions generally require at least 14 days’ notice in
writing. The notice must be given to every Shareholder who has supplied our Company with an address
in Singapore for the giving of notices and must set forth the place, the day and the hour of the meeting
and, in the case of special business, the general nature of that business.
Voting Rights
A Shareholder is entitled to attend, speak and vote at any general meeting, in person or by proxy.
Proxies need not be a Shareholder. A person who holds ordinary shares through the SGX-ST book-
entry settlement system will only be entitled to vote at a general meeting as a Shareholder if his name
appears on the Depository Register maintained by CDP 48 hours before the general meeting. Except
as otherwise provided in our Constitution, two (2) or more Shareholders must be present in person or
by proxy to constitute a quorum at any general meeting. Under the Constitution, on a show of hands,
every Shareholder present in person and by proxy shall have one (1) vote (provided that in the case of a
Shareholder who is represented by more than one (1) proxy (subject to the provisions of the Companies
Act), only one (1) of the proxies as determined by that Shareholder or, failing such determination, by the
Chairman of the meeting 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 (1) vote for each Share which he
holds or represents. A poll may be demanded in certain circumstances, including by the chairman of the
meeting or by any Shareholder or Shareholders present in person or by proxy and representing not less
than 10% of the total voting rights of all Shareholders having the right to attend and vote at the meeting
or by not less than two (2) Shareholders present in person or by proxy and entitled to vote. In the case of
an equality of vote, whether on a show of hands or a poll, the Chairman of the meeting shall be entitled
to a casting vote.
Under the Catalist Rules, all resolutions at general meeting shall be voted by poll.
Dividends
Our Company may, by ordinary resolution of our Shareholders, declare dividends at a general meeting,
but it may not pay dividends in excess of the amount recommended by our Board. Our Company must
pay all dividends out of its profits. Our Board may also declare an interim dividend without the approval
of our Shareholders. All dividends are paid pro-rata among our Shareholders in proportion to the amount
paid up on each Share, unless the rights attaching to an issue of any Share provide otherwise. Unless
otherwise directed, dividends are paid by cheque or warrant sent through the post to each Shareholder
at his registered address. Notwithstanding the foregoing, the payment by our Company to CDP of any
dividend payable to a Shareholder whose name is entered in the Depository Register shall, to the extent
of payment made to CDP, discharge our Company from any liability to that Shareholder in respect of that
payment.
Bonus and Rights Issues

Our Board may, with approval by our Shareholders at a general meeting, capitalise any reserves or
profits and distribute the same as bonus Shares credited as paid-up to our Shareholders in proportion
to their shareholdings. Our Board may also issue rights to take up additional Shares to Shareholders in
proportion to their shareholdings. Such rights are subject to any conditions attached to such issue and
the regulations of any stock exchange on which our Company is listed.
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Take-overs
Under the Singapore Code on Take-overs and Mergers (“Singapore Take-over Code”), issued by the
Authority pursuant to Section 321 of the SFA, any person acquiring an interest, either on his own or
together with parties acting in concert with him, in 30% or more of the voting Shares must extend a
takeover offer for the remaining voting Shares in accordance with the provisions of the Singapore
Takeover 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
rights acquires additional voting shares representing more than 1% of the voting shares in any six (6)
month period. Under the Singapore Take-over Code, the following individuals and companies will be
presumed to be persons acting in concert with each other unless the contrary is established:
(a) the following companies:
(i) a company;
(ii) the parent company of (i);
(iii) the subsidiaries of (i);
(iv) the fellow subsidiaries of (i);
(v) the associated companies of (i), (ii), (iii) or (iv);
(vi) companies whose associated companies include any of (i), (ii), (iii), (iv) or (v); and
(vii) any person who has provided 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 customer’s
equity share capital;
(f) directors of a company (together with their close relatives, related trusts and companies controlled
by any of such directors, their close relatives and related trusts) which is subject to an offer or
where the directors have reason to believe a bona 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);
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(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.
Liquidation or Other Return of Capital

If our Company is liquidated or in the event of any other return of capital, holders of Shares will be
entitled to participate in any surplus assets in proportion to their shareholdings, subject to any special
rights attaching to any other class of shares.
Indemnity
As permitted by Singapore law, our Constitution provides that, subject to the Companies Act, our Board
and officers shall be entitled to be indemnified by our Company against any liability incurred in defending
any proceedings, whether civil or criminal, which relate to anything done or omitted to have been done
as an officer, director or employee and in which judgment is given in their favour or in which they are
acquitted or in connection with any application under any statute for relief from liability in respect thereof
in which relief is granted by the court. Our Company 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 our Company.
Limitations on Rights to Hold or Vote Shares

Except as described in “Voting Rights” and “Take-overs” above, there are no limitations imposed by
Singapore law or by our Constitution on the rights of non-resident Shareholders to hold or vote in respect
of our Shares.
Minority Rights
The rights of minority Shareholders of Singapore-incorporated companies are protected under Section
216 of the Companies Act, which gives the Singapore courts a general power to make any order,
upon application by any Shareholder of our Company, as they think fit to remedy any of the following
situations:
(a) our affairs are being conducted or the powers of our Board are being exercised in a manner
oppressive to, or in disregard of the interests of, one (1) or more of our Shareholders; or
(b) we take an action, or threaten to take an action, or our Shareholders pass a resolution, or propose
to pass a resolution, which unfairly discriminates against, or is otherwise prejudicial to, one (1) or
more of our Shareholders, including the applicant.
Singapore courts have wide discretion as to the reliefs they may grant and those reliefs are in no way
limited to those listed in the Companies Act itself. Without prejudice to the foregoing, Singapore courts
may:
(i) direct or prohibit any act or cancel or vary any transaction or resolution;
(ii) regulate the conduct of our affairs in the future;
(iii) authorise civil proceedings to be brought in the name of, or on behalf of, our Company by a person
or persons and on such terms as the court may direct;
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(iv) provide for the purchase of a minority Shareholder’s shares by our other Shareholders or by us
and, in the case of a purchase of Shares by us, a corresponding reduction of our share capital;
(v) provide that our Constitution be amended; or
(vi) provide that we be wound up.
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APPENDIX E – SUMMARY OF OUR CONSTITUTION
The discussion below provides a summary of the principal objects of our Company as set out in our
Constitution. This discussion is only a summary and is qualified by reference to our Constitution.
1. Directors
(a) Ability of interested directors to vote
A Director shall not vote in respect of any contract, proposed contract or arrangement or any
other proposal in which he has any personal material interest, and he shall not be counted in
the quorum present at the meeting.
(b) Remuneration
Fees payable to Non-Executive Directors shall be a fixed sum (not being a commission on or
a percentage of profits or turnover of our Company) as shall from time to time be determined
by our Company in general meeting. Fees payable to Directors shall not be increased
except at a general meeting convened by a notice specifying the intention to propose such
increase.
Any Director who holds any executive office, or who serves on any committee of the
Directors, or who performs services outside the ordinary duties of a Director, may be paid
extra remuneration by way of salary or otherwise (not being a commission or percentage of
turnover by the company), as our Directors may determine.
The remuneration of a Managing Director, Chief Executive Officer, Deputy Chief Executive
Officer, President, Vice-President or persons holding equivalent positions shall be fixed by
our Directors and may be by way of salary or commission or participation in profits or by any
or all of these modes but shall not be by a commission on or a percentage of turnover.
Our Directors shall have power 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 pension or other
benefits, to contribute to any scheme or fund or to pay premiums.
Our Directors shall not vote in respect of any contract or proposed contract or arrangement
or any other proposal whatsoever in which he has any personal material interest, directly or
indirectly. A Director shall also not be counted in the quorum at a meeting in relation to any
resolution on which he is debarred from voting.
(c) Borrowing
Subject to our Constitution and to applicable laws, our Directors may exercise all the powers
of our Company to raise or borrow money, to mortgage or charge its undertaking, property
and uncalled capital, and to secure any debt, liability or obligation of our Company.
(d) Retirement age limit

There is no retirement age limit for Directors under our Constitution. Section 153(1) of
the Companies Act however, provides that no person of or over the age of 70 years shall
be appointed a director of a public company, unless he is appointed or re-appointed as a
director of the company or authorised to continue in office as a director of the company by
way of an ordinary resolution passed at an annual general meeting of the company.
(e) Shareholding qualification

There is no shareholding qualification for Directors in our Constitution.
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2. Share rights and restrictions

Our Company currently has one class of shares, namely, ordinary Shares. Only persons who
are registered on our register of shareholders and in cases in which the person so registered is
CDP, the persons named as the Depositors in the Depository Register maintained by CDP for the
ordinary Shares, are recognised as our Shareholders.
(a) Dividends and distribution

We may, by ordinary resolution of our Shareholders, declare dividends at a general meeting,
but we shall not pay dividends in excess of the amount recommended by our Board. We
must pay all dividends out of our profits; however, we may capitalise any sum standing
to the credit of any of our Company’s reserve accounts or other distributable reserve or
any sum standing to the credit of profit and loss account and apply it to pay dividends, if
such dividends are satisfied by the issue of Shares to our Shareholders. All dividends
are paid pro-rata amongst our Shareholders in proportion to the amount paid up on each
Shareholder’s ordinary Shares, unless the rights attaching to an issue of any ordinary Share
provide otherwise. Unless otherwise directed, dividends are paid by 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.
The payment by our Directors of any unclaimed dividends or other moneys payable on or
in respect of a share into a separate account shall not constitute our Company a trustee in
respect thereof. All dividends unclaimed after being declared may be invested or otherwise
made use of by our Directors for the benefit of our Company. Any dividend unclaimed after
a period of six (6) years after having been declared may be forfeited and shall revert to our
Company but our Directors may thereafter at their discretion annul any such forefeiture and
pay the dividend so forefeited to the person entitled prior to the forfeiture.
Our Directors may retain any dividends or other moneys payable on or in respect of a Share
on which our Company has a lien, and may apply the same in or towards satisfaction of the
debts, liabilities or engagements in respect of which the lien exists.
(b) Voting rights

A holder of our ordinary Shares is entitled to attend, speak and vote at any general
meeting, in person or by proxy. Proxies need not be a Shareholder. A person who holds
ordinary Shares through the SGX-ST book-entry settlement system will only be entitled to
vote at a general meeting as a shareholder if his name appears on the depository register
maintained by CDP 48 hours before the general meeting. Except as otherwise provided in
our Constitution, two (2) or more shareholders must be present in person or by proxy to
constitute a quorum at any general meeting. Under our Constitution, on a show of hands,
every Shareholder present in person and by proxy shall have one vote (provided that in
the case of a member who is represented by two (2) proxies, only one (1) of the two (2)
proxies as determined by that member or, failing such determination, by the Chairman of
the 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 ordinary Share which he holds or presents. 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 a tie vote,
whether on a show of hands or a poll, the Chairman of the meeting shall be entitled to a
casting vote.
As required under the Catalist Rules and provided for under our Constitution, all resolutions
at general meetings shall be voted by poll.
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3. Change in capital
Changes in the capital structure of our Company (for example, an increase, consolidation,
cancellation, sub-division or conversion of our share capital) require Shareholders to pass
an ordinary resolution. Ordinary resolutions generally require at least 14 days’ notice in writing.
The notice must be given to each of our Shareholders who have supplied us with an address
in Singapore for the giving of notices and must set forth the place, the day and the hour of the
meeting. However, we are required to obtain our Shareholders’ approval by way of a special
resolution for any reduction of our share capital or other undistributable reserve, subject to the
conditions prescribed by law.
4. Variation of rights of existing Shares or classes of shares

Subject to the Companies Act, whenever the share capital of our Company is divided into different
classes of shares, the special rights attached to any class may be varied or abrogated either with
the consent in writing of the holders of three-quarters of the total voting rights 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. To every such separate general meeting the provisions
of our Constitution relating to general meetings of our Company and to the proceedings thereat
shall mutatis mutandis apply, except that the necessary quorum shall be two (2) persons at least
holding or representing by proxy at least one-third of the total voting rights of the issued shares of
the class, and that any holder of shares of the class present in person or by proxy may demand a
poll and that every such holder shall on a poll have one (1) vote for every share of the class held
by him, provided always that where the necessary majority for such a special resolution is not
obtained at such general meeting, consent in writing if obtained from the holders of three-quarters
of the total voting rights of the issued shares of the class concerned within two (2) months of such
general meeting shall be as valid and effectual as a special resolution carried at such general
meeting. These provisions shall apply to the variation or abrogation of the special rights attached
to some only of the shares of any class as if each group of shares of the class differently treated
formed a separate class the special rights whereof are to be varied or abrogated.
The relevant regulation in our Constitution does not impose more significant conditions than the
Companies Act in this regard.
5. Limitations on foreign or non-resident shareholders

There are no limitations imposed by Singapore law or by our Constitution on the rights of our
Shareholders who are regarded as non-residents of Singapore, to hold or vote their shares.
6. Special matters
As long as our Company remains a shareholder of PT DPAL and our Shares of the Company
are listed on SGX-ST, any variation, amendment, modification or deletions to the terms of the
PT DPAL Shareholders’ Agreement (other than amendments to remain in compliance with
the prevailing laws and regulations of Indonesia), our Company shall seek the approval of our
Company’s independent Shareholders in a general meeting.
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APPENDIX F – SUMMARY OF RELEVANT INDONESIAN LAWS AND
REGULATIONS
The following is a discussion of certain relevant laws and regulations in Indonesia, and is not intended to
be and does not constitute legal advice. While this discussion is considered to be a correct interpretation
of existing laws in force as at the Latest Practicable Date, no assurance can be given that courts or
authorities responsible for the administration of such laws will agree with this interpretation or that
changes in such laws will not occur. The discussion is limited to a general description of certain laws and
regulations in Indonesia, and does not purport to be a comprehensive nor exhaustive description of all of
the considerations that may be relevant to a decision to purchase our Shares.
Prospective investors of the Placement Shares should consult their advisers concerning
the consequences of owning and disposing of our Shares. It is emphasised that neither our
Company, our Directors nor any other persons involved in this Placement accepts responsibility
for any liabilities resulting from the subscription, purchase, holding or disposal of the Placement
Shares.
i. Incorporation of Limited Liability Companies

Incorporation of a limited liability company must be done by signing a deed of establishment,
incorporating the articles of association, before a notary in Indonesia in Bahasa Indonesia. The
legal status as a limited liability company is obtained upon the ratification of the Minister of Law
and Human Rights (“MOLHR”) to the deed of establishment.
The articles of association must contain at least the name and domicile of the company, the
objective and purposes, the time of inception, the amount of the authorised capital, issued capital
and paid-up capital of the company, the number of shares, class of shares, together with number
of shares of each class of shares, other rights conferred on the said shares, the nominal amount
of each share, the title and number of the board of directors and the board of commissioners, the
place and manners on the organisation of a general meeting of shareholders, the manners under
which the appointment, change and removal of members of the board of directors and the board of
commissioners can be made, and the manner of profit utilisation and dividend distribution.
Certain amendments to the articles of association, such as the name and domicile of the company,
the objective and purpose, the time of inception, the amount of the authorised capital, the decrease
of paid-up and or issued capital, the change of status of the company from a closed company
into a public company, requires the approval of the MOLHR before it can become effective. Any
amendments to the articles of association other than those specified in the foregoing paragraph
can be effective upon reporting the said amendments to the MOLHR.
The above provisions are regulated in the Law 40/2007.
ii. Shares transfer and Acquisition

Based on the Law 40/2007, transfer of shares is conducted by the execution of deed of sale
and purchase of shares between the vendor and the purchaser. The articles of association of
a company may provide pre-emptive rights to the shareholder of the company. The transfer of
shares in a company must be approved by the general meeting of shareholders. Further, the
transfer of shares must be notified to the MOLHR.
Any transfer of shares which caused the change of control in a company is constituted as
an acquisition. Pursuant to the Law 40/2007, the board of directors of the target company
must announce an abridged acquisition plan in at least one (1) newspaper and announce
in writing to the employees of the target company within 30 days prior to the call for a general
meeting of shareholders. Further, the elucidation for the above requirements stipulates that such
announcement is made to give an opportunity for the interested parties to be aware of the plan,
and to file an objection if they feel aggrieved. The creditor may submit an objection to the company
within 14 days upon the above acquisition announcement. Further, the creditor that fails to file an
objection within the prescribed period shall be deemed to have approved the acquisition. The Law
40/2007 does make mention of third parties challenging the acquisition (and the corresponding
transfer of shares).
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REGULATIONS
The Law 40/2007 is silent on the sanctions, if any, in event there is a lack of newspaper
announcements on the acquisition, prior to the completion of the acquisition. The Law 40/2007
also does not provide any procedure to ratify the lack of newspaper announcements. However,
the absence of newspaper announcement will give the opportunity to any interested third-party to
challenge the validity and obtaining a court order to declare the transfer null and void on the basis
that certain formality as required by the Law 40/2007 has not entirely been fulfilled. Any challenges
to the validity of the acquisition and corresponding transfers of shares have to be based on valid
causes of actions and have sufficiently strong legal basis for the Indonesian courts to pass an
order invalidating the acquisition and corresponding transfers of shares.
The above transfer of shares or acquisition must be approved by the shareholders of the company.
The shareholders’ resolutions for the above matters can be made by way of:
(a) Convening a general meeting of the shareholders (“GMS”)

If passed in a GMS, the required quorum under the articles of association must be reached.
Unless the articles of association specifies otherwise, this resolution can be passed by a
simple majority.
(b) Circular resolution of the shareholders (“CR”)

If the shareholders’ resolution is passed by way of a CR, then all shareholders must sign the
CR.
As for the meeting quorums, we set out below information on meeting quorums requirements
based on the prevailing law:
No. Matter Quorum

1. Convening a GMS. attended or represented by more than half of the total
shares with valid voting rights, unless a higher quorum
is stipulated in the Company Law and/or the articles of
association.
2. Convening a GMS to increase adopted by a quorum of more than half of the total
the issued capital and paid-up number of voting shares and approved by more than
capital within the authorized half of the total number of votes cast, unless a higher
capital limit. amount is determined in the articles of association.
3. Convening a GMS to amend the attended by shareholders representing not less than
articles of association. two-thirds of the total shares with valid voting rights
and the resolution is valid if approved by at least two-
thirds of the total votes cast, unless the articles of
association stipulate a larger quorum for attendance
and/or a larger quorum for GMS resolution passing.
4. Convening a GMS to approve attended by shareholders representing not less than
a merger, consolidation, three-fourths of all shares with valid voting rights, and
acquisition, d e m e r g e r, the resolution shall be valid if approved by not less
submitting a request for the than three-fourths of the total votes cast, unless the
company to be declared articles of association stipulate a larger attendance
bankrupt, having its duration of quorum and other requirements for adopting
association extended, and the resolutions at the GMS.
dissolution of the company.
F-2
REGULATIONS
iii. Foreign Investment

Foreign investment is defined by the Law No. 25 of 2007 on Investment (“Investment Law”) as
an investing activity to do business in Indonesia that is carried out by a foreign investor both by
use of all of foreign capital and by engagement in a joint venture with a domestic investor. Foreign
investor means a foreign national, a foreign business entity, and/or a foreign government that
makes an investment in Indonesia.
The Investment Law makes differentiation between domestic and foreign investments on the form
of business entity for investment. Domestic investments may be made in the form of a business
entity, in the form of a legal entity, non-legal entity or sole proprietorship, on the other hand,
Foreign investments must be in the form of limited liability company under Indonesian law, and
domiciled within Indonesia, unless provided otherwise by law.
Any business activities conducted by a PMA Company are subject to the provisions of the
Indonesian investment negative list which sets out sectors prohibited and opened for foreign
investment. For sectors opened for foreign investment, the negative list also provides the maximum
share ownership by foreign investors. In principal, business activities not regulated in the negative
list are opened 100% for foreign investment. As at the Latest Practicable Date, the negative list
refers to the Presidential Regulation No. 44 of 2016 on List of Business Sectors Closed and
Opened with Conditions for Investments.
The restriction on foreign ownership is not applicable to companies which are listed in Indonesia.
For the purpose of illustration, if an Indonesian company is listed in the Indonesian Stock
Exchange, the restriction of foreign ownership will no longer apply.
(a) Coal Trading Business

With respect to the principal business of PT DNS, tranportation and sales of coal is not listed
under the negative list, therefore it is open 100% for foreign investment.
(b) Coal Shipping Services

To own and operate a vessel (e.g. a vessel registered in Indonesia), it will be considered as
a shipping company and therefore subject to a maximum of 49% foreign shareholding under
the negative list.
iv. Foreign Exchange Controls

There are currently no foreign exchange control restrictions existing in Indonesia. Pursuant to
Law No. 24 of 1999 on Foreign Exchange Flow and Conversion System (Law No. 24 of 1999),
every resident (including individual, legal entity or other entities domiciled in Indonesia) may freely
own and use foreign currency. IDR and foreign currency have been, to date, generally freely
convertible. Accordingly, remittances of capital, profits, dividends, interest and royalties (subject to
payment of withholding tax) in foreign currencies from Indonesia to a foreign entity is not subject to
any exchange controls. However, pursuant to the Law No. 24 of 1999, there is a reporting system
administered by Bank Indonesia (the Central Bank) on foreign currency remittances conducted by
banks on behalf of residents. Bank Indonesia controls the Indonesian currency and oversees the
conversion of IDR to foreign currencies, which may be carried out at foreign exchange licensed
banks and licensed money changers. Monitoring by Bank Indonesia is carried out by requiring all
banks in Indonesia to report (i) foreign exchange remittances through the bank either for its own
account or the account of its customers and (ii) changes in the position of the banks’ foreign assets
and liabilities.
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REGULATIONS
For transactions which are not carried out through the Indonesian banking system, pursuant to
Bank Indonesia Regulation No. 4/2/PB1/2002 on Monitoring of Foreign Exchange Activities by
Non-Financial Institutions (as amended by Bank Indonesia Regulation No. 5/1/PBI/2003 on
Amendments to Bank Indonesia Regulation No. 4/2/PB1/2002 on Monitoring of Foreign Exchange
Activities by Non-Financial Institutions), as of 1 June 2002, companies (non-banks and non-
financial institutions) having total assets or a total annual gross revenue of at least IDR 100 billion
are also required to report to Bank Indonesia on (i) transactions affecting their offshore assets and
liabilities and (ii) changes in position of their foreign assets and liabilities. Individual persons are,
however, not subject to any direct reporting obligation to Bank Indonesia.
Regarding the remittance of IDR, pursuant to Bank Indonesia Regulation No. 7/14/PBI/2005 dated
14 June 2005 and Circular No. 7/23/DPD dated 8 July 2005, as amended by Circular No. 7/44/
DPD, dated 15 September 2005, on Restrictions on Rupiah Transactions and Foreign Currency
Credits Offered by Banks, cross border remittances of IDR through the Indonesian banking system
is prohibited. Pursuant to Bank Indonesia Regulation No. 4/8/PBI/2002 on Requirements and
Procedures for Carrying Rupiah out of or into the Customs Areas of the Republic of Indonesia, IDR
notes or coins amounting to IDR 100 million and above may only be taken out of Indonesia with
prior approval of Bank Indonesia.
Pursuant to Bank Indonesia Regulation No. 18/18/PBI/2016, dated 7 September 2016, on the
Foreign Exchange Transaction between Bank and Domestic Party, any purchase of foreign
currency by IDR through banks by an individual or legal entity having its domicile in Indonesia
(other than a bank in Indonesia), in the aggregate amount exceeding US$25,000 or its equivalent
per month per customer can only be made with an underlying transaction justifying the purchase of
the foreign currency and only up to the amount under the said underlying transaction.
v. Integrated Licensing System

In an effort to cut lengthy bureaucratic procedures and to boost domestic and foreign direct
investment, the Indonesian government launched the OSS system. The OSS system was
established pursuant to Government Regulation No. 24 of 2018 on Electronic Integrated Business
Licensing Service (“GR24/2018”). Licensing in relation to TDP and Customs Access can now be
obtained through the OSS system, as specificly regulated under Minister of Trade Reg. 76/2018
and the Minister of Finance Regulation No. 71/PMK.04/2018 concerning Electronic Integrated
Business Licensing Service in Customs, Levies and Taxation Sector. The following are new
licences and registrations upon the launch of OSS system based on GR24/2018:
(a) NIB
The NIB consolidates and replaces the TDP, Import Identification Number or Angka
Pengenal Importer (API), and customs access right. NIB also serves as a registration for
Indonesia’s health and manpower social security programs, namely BPJS Health and BPJS
Manpower.
(b) Business Licence

After obtaining the NIB, the company may immediately apply for a Business Licence without
applying for an Investment Registration. Companies with a Business Licence may engage in
the following activities: (i) land procurement; (ii) construction and operation of buildings; (iii)
procurement of equipment and facilities; (iv) hiring employees; (v) completion of certification
or quality testing; (vi) production testing (commissioning); and (vii) production.
(c) Commercial/Operational Licence

Certain businesses must obtain a Commercial/Operational Licence before beginning
commercial operations. Companies must meet certain commitments related to mandatory
standards, certifications and/or licences, and/or registrations including Indonesian National
Standard (SNI), Good Manufacturing Practice (CPOB) certification, import approvals, etc.
before the Commercial/Operational Licence becomes effective.
F-4
REGULATIONS
As a general rule, companies can only begin commercial operations once a Commercial/
Operational Licence is obtained. An exception is made for goods and services that by law
do not require any further standardisation or certification. In this case, the Business Licence
also serves as a Commercial/Operational Licence.
A Business or Commercial/Operational Licence will be generated by the OSS system once a

completed application is filed. However, the licence will clearly state that it will only become
effective once the required commitments are met.
Since the GR 24/2018 revokes previous regulations on business licences issued by BKPM
and other government bodies, any licence applications regulated under the GR 24/2018
submitted prior to the enactment of GR 24/2018 must be processed through the OSS
system.
vi. Employment laws

Under the Law No. 7 of 1981 on the Manpower Compulsory Report, a company in Indonesia is
required to report to the Minister of Manpower or its designated office its manpower employment.
The report includes details of the identity of the relevant company, its line of business,
shareholders and management, and information concerning its manpower employment such as
working hours, involvement of certain equipment and materials, production waste, salaries/income
of the employees, work social security, and future required number of manpower. The report is to
be made at the time of the company’s establishment and further on an annual basis.
In addition to the above, a company is also required to ensure that:
(a) it complies with the minimum income designated by the Indonesian government (this is
known as the minimum wage policy. According to the Governor of DKI Jakarta Regulation
No. 114 of 2018, the Minimum Wage for DKI Jakarta for the year 2019 is IDR 3,940,973.096
per month);
(b) in respect of a company employing at least 10 persons, the company enacts a company
regulation (enterprise rules and regulations) which shall be valid from the endorsement
date by the Minister of Manpower or its designated officer and shall, inter alia, deal with the
rights and obligations of the employer and employees and the general terms and conditions
of employment. This regulation is prepared by the company and is to be approved by the
Minister of Manpower; and
(c) under Law No. 24 of 2011 on BPJS, every Indonesian and foreign citizen who has resided
and worked in Indonesia for more than six (6) months is required to participate in the social
security program appropriate for them (i.e. BPJS Health and/or BPJS Manpower). Employers
are required to register themselves and their employees as participants of the programme
appropriate for them. Employers are also under the obligation to make contribution payment
to BPJS and to collect contribution payments for the programme from their employees to be
paid to BPJS.
vii. Shipping Law

Law No. 17 of 2008 on Shipping (“Law 17”) provides that only Indonesian-flagged vessels are
allowed to carry out transportation of passengers and goods within Indonesian waters. Article 341
of Law 17 states that foreign (flagged) vessels currently operating to serve domestic transportation
activities are permitted to continue their activities for a maximum period of three (3) years as
of the date of the promulgation of Law 17 (which is dated 7 May 2008). Although the deadline
has lapsed, in practice, a number of foreign-flagged vessels are still being operated, including to
support the oil and gas industry.
F-5
REGULATIONS
In 2011, the Minister of Transportation (“MoT”) issued the Minister of Transportation Regulation
No. 48 of 2011 on the Guidelines and Requirements for the Issuance of Permits to Use Foreign
(flagged) Vessels for Activities that are not included as Transportation of Passengers and/or Goods
in Domestic Sea Transportation (“Regulation 48”), which provides an exception to the above
principle and allows foreign-flagged vessels to carry out certain activities which are not categorised
as transportation of passengers and/or goods, provided that Indonesian-flagged vessels are (i) not
available or (ii) insufficient in number.
The foreign-flagged vessels that are allowed to be operated in Indonesian waters under Regulation
48 include vessels for offshore supporting activities, which include (i) anchor handling tug supply
vessels larger than 5,000 BHP with Dynamic Position (DP2/DP3), (ii) platform supply vessels and
(iii) diving supply vessels (Supply Vessels).
Vessel Ownership
MOT Reg. 93/2013 provides that an ownership of vessel shall be evidenced by the following
documents:
1. grosse deed for the vessels;
2. vessels measurement letter (surat ukur);
3. safety certificate; and
4. list of crew for barge boat.
Under the Shipping Law, failure in complying with the above requirements may result in
administrative sanctions ranging from warnings to rejection to issue the approval for the shipping
activities.
Classification
Under Law 17, vessels are to be classified based on their types and sizes at a vessel classification
agency for the purposes of meeting the vessel’s safety requirements. Only classifications agencies
determined by the MoT can conduct inspection and assessment of Indonesian-flagged vessels.
The MoT Regulation No. 61 of 2014 on Amendment to MoT Regulation No. 7 of 2013 on the
Obligation for Classification of Indonesian Flagged Vessels at the Classification Agency provides
that Indonesian-flagged vessels with the criteria and operated within Indonesian waters must (i)
be classified at the BKI or (ii) be classified at a foreign classification agency acknowledged by
the MoT. Such acknowledged foreign classification agencies are those that are members of the
International Association of Classification Society (IACS), such as Nippon Kaiji Kyokai (NK), the
American Bureau of Shipping (ABS), Bureau Veritas (BV), the China Classification Society (CCS)
and the Lloyd’s Register (RS).
Failure to fulfill the classification obligation will subject the relevant vessel owner to the following
administrative sanctions:
(i) a maximum of three (3) written warnings, with a maximum of 14 business days grace period
between each warning; or
(ii) if the written warnings are disregarded, the vessel owner will not be issued the relevant
vessel certificates and documentation.
F-6
REGULATIONS
Reporting Obligations for Shipping Companies

The MOT 93/2013 provides that the shipping company is required report to the MOT on the
following, among others:
1. any changes of the name of president director/person in charge/owner of the company,

taxation registration number, domicile and status of vessels ownership within 14 days after
such changes;
2. all information related to the company’s vessels and/or chartered vessel;
3. any opening of branch office;
4. the shareholding ownership composition of the company at least once a year;
5. the financial performance of the company at least once a year;
6. departure and/or arrival of vessels plan, along with report on list of cargo manifest to the
harbor organiser;
7. monthly report on the vessels visit to the harbor organiser within the following 14 days which
are recapitulation from departure and/or arrival of vessels reports;
8. realisation of voyage for the permanent route within 14 days after such vessel completes
one round voyage. As for the reports on temporary route, it must be submitted monthly;
9. changes of fleet (armada);
10. annual report on the company’s business activities.
Failure in complying with the above reporting requirements may result in administrative sanctions
ranging from a written warning to the revocation of SIUPAL.
Pollution Prevention and Anti-Dumping Requirements

Pursuant to the Shipping Law (as defined below), any vessel operating in Indonesian waters must
meet certain pollution prevention and control standards as evidenced by a National Pollution
Prevention Certificate (Sertifikat Nasional Pencegahan Pencemaran). The issuance of the relevant
certificate will be in accordance with the requirements under the MoT Regulation No. PM 29 of
2014 regarding the Prevention of Marine Environment Pollution (“MoT 29/2014”) for any vessels
and activities that are subject to the pollution prevention requirements.
In addition, the MoT 29/2014 also stipulates anti-dumping provisions setting out that any dumping
activities cannot be carried out, among others, within shipping track. Any parties or owners
who wish to carry out dumping activities shall (i) submit a prior report to the harbourmaster
(syahbandar) at the relevant port for its activities; (ii) be directly supervised by the harbourmaster
(syahbandar) for its dumping activities; (iii) take preventive action and handling for the pollution
occured by the dumping activities.
To comply with the prevention of pollution occured by the vessels operation or hazardous material
in the relevant vessels, the authority will investigate, evaluate and further issue the pollution
prevention certificate for the relevant vessels.
F-7
REGULATIONS
viii. Regulations relating the Coal Trading operations and licences

Law No. 4 of 2009 on Mineral and Coal Mining (“Law 4/2009”) classifies mining business into
2 main activities, namely mineral mining and coal mining activities. The coal mining business is
carried out through the issuance of Mining Business License or Izin Usaha Pertambangan (“IUP”),
Community Mining Licence or Izin Pertambangan Rakyat (“IPR”), and Specific Mining Business
Licence or Izin Usaha Pertambangan Khusus (“IUPK”).
Pursuant to Goverment Regulation No. 23 of 2010 on Implementation of Mineral and Coal Mining
Business (“GR 23/2010”), being the implementing regulation of Law 4/2009, any enterprises
carrying out sale and purchase of coal and mineral in Indonesia must obtain an IUP Specific
Operation Production or IUP Operasi Produksi Khusus (“IUPOPK”) for barging and trading issued
by the MEMR, Governor, or Regent/Mayor in accordance with its authority.
In 2018, MEMR issued a Regulation No. 11 of 2018 on Procedures for the Granting of Areas,
Licensing and Reporting for Mineral and Coal Mining Business (“Reg 11/2018”). Under Reg
11/2018, IUPOPK for barging and trading is a business licence that permits the holder to purchase,
transport and sell mineral or coal mining commodities. The IUPOPK for barging and trading
business is granted for five (5) years and can be extended for another five (5) years in each term
extension. To obtain the extension of term of the IUPOPK for barging and trading, the licence
holder must submit an application to the MEMR or Governor in accordance with their authority by
no later than one (1) month prior to the last effective date of the IUPOPK licence.
Under Article 73 of Reg 11/2018 as amended by MEMR Regulation No. 22 of 2018 on Amendment
of Reg 11/2018 (“Reg 22/2018”), the holder of IUPOPK for barging and trading is given the rights
to:
a. purchase, barge, and sell mineral or coal mining commodities from holders of IUP
Production Operation, IUPK Production Operation, IUP Production Operation specifically
for processing and/or refineries, IPR, Other IUP Production Operation specifically for
transportation and sales, Contract of Work or Kontrak Karya, and/or PKP2B; and
b. construct and/or utilise transportation and sales facilities and infrastructures comprised of
special port, pier, or stockpile in accordance with provisions of laws and regulations
Pursuant to Article 74 of Reg 22/2018, holders of IUPOPK for barging and trading are obliged to:
a. submit a copy of the agreement/contract with licence holders as referred to in Article 73

letter a every time they carry out the addition of cooperation;
b. adhere to provisions of laws and regulations in the traffic and road transportation sector, if
using public road facilities, such as obeying the level of load capacity by adjusting it to road
class, road density, and risk of traffic accidents;
c. periodically submit their activity implementation reports to the Minister or governor in

accordance with their authority every three (3) months or whenever deemed necessary; and
d. submit reports on verification results issued by a surveyor on a monthly basis to the MEMR
or governor in accordance with their authority by no later than ten (10) days after the end of
a calendar month.
Pursuant to Article 75 of Reg 22/2018, holder of IUPOPK for barging and trading is prohibited to:
a. carry out barging and trading activities of mineral or coal commodities not originating from
the holders of IUP Production Operation, IUPK Production Operation, IUP Production
Operation specifically for processing and/or refineries, Community Mining Licence, Other
IUP Production Operation specifically for transportation and sales, Contract of Work or
Kontrak Karya, and/or PKP2B;
F-8
REGULATIONS
b. carry out the transportation and sales of mineral or coal mining commodities in the inter-
provincial region and/or cross-country, for holders of IUP Production Operation specifically
for barging and trading issued by governors;
c. purchase mineral or coal mining commodities at mine mouth;
d. transfer their IUP Specific Operation Production for barging and trading to other parties; and
e. have IUP, IPR, IUPK, IUJP, IUP Production Operation specifically for processing and/or
refineries.
F-9
APPENDIX G – LEGAL OPINION
G-1
G-2
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G-5
G-6
G-7
G-8
G-9
G-10
G-11
G-12
APPENDIX H – OPINION OF THE INDEPENDENT FINANCIAL ADVISER

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14 January 2020 (the “Offer Document”).

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APPENDIX I – TAXATION
The statements made herein regarding taxation are general in nature and are based on current tax
legislation of Singapore and Indonesia and administrative guidelines issued by the relevant authorities in
force as of the date of this Offer Document and are subject to any changes in such laws, administrative
guidelines or circulars, or in the interpretation of these laws, guidelines or circulars, occurring after such
date, which changes could be made on a retrospective basis. These laws and guidelines are also subject
to various interpretations and the relevant tax authorities 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, holding, selling or otherwise dealing
with our Shares or on any tax implications arising from the acquisition, ownership, 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 should consult their own tax advisors regarding taxation in Singapore,
Indonesia and other tax consequences of owning and disposing of our Placement Shares. It
is emphasised that neither our Company, our Directors nor any other persons involved in this
Placement accepts responsibility for any tax effects or liabilities resulting from the subscription,
purchase, holding or disposal of the Placement Shares.
Singapore Income Tax

Corporate Income Tax
Singapore imposes tax on a territorial basis i.e. income is subject to tax only when it is accrued in or
derived from Singapore (i.e. Singapore-sourced) and when it is received in Singapore from outside
Singapore (i.e. foreign-sourced income received or deemed received in Singapore). This applies to both
resident and non-resident companies.
A Singapore tax resident company is subject to Singapore income tax on foreign-sourced income
received or deemed received in Singapore, unless otherwise exempted. Foreign-sourced income in
the form of branch profits, dividends and service fee income (“specified foreign income”) received or
deemed received in Singapore by a Singapore tax resident company are exempted from Singapore tax
provided that the following qualifying conditions are met:
(a) such income is subject to tax of a similar character to income tax under the law of the territory from
which such income is received;
(b) at the time the income is received in Singapore, the highest rate of tax of a similar character to
income tax (by whatever name called) levied under the law of the territory from which the income
is received on any gains or profits from any trade or business carried on by any company in that
territory at that time is not less than 15%; and
(c) the Comptroller of Income Tax (the “Comptroller’) is satisfied that the tax exemption would be
beneficial to the company.
A company is regarded as a tax resident of Singapore if the control and management of the company’s
business is exercised in Singapore. In general, control and management of the company is vested in its
board of directors and the place of residence of the company is generally where its directors meet.
The prevailing corporate income tax rate in Singapore is 17%. For the year of assessment 2019, the first
S$300,0001 of chargeable income of a company is partially exempt from tax as follows:
1. 75% of the first S$10,000 of chargeable income; and
2. 50% of the next S$290,000 of chargeable income.
1
For the year of assessment 2020 and subsequent years of assessment (unless announced otherwise), only the first S$200,000 of
chargeable income of a company will be partially exempt from tax as follows:
(i) 75% of the first S$10,000 of chargeable income; and
(ii) 50% of the first S$190,000 of chargeable income.
I-1
Individual Income tax

An individual taxpayer (both resident and non-resident) is subject to Singapore income tax on income
accrued in or derived from Singapore, subject to certain exceptions. Foreign-sourced income received
or deemed received by a Singapore tax resident individual is generally exempt from income tax in
Singapore except for such income received through a partnership in Singapore. Certain Singapore-
sourced investment income received by individuals is also exempt from tax.
Currently, a Singapore tax resident individual is subject to tax at the progressive rates, ranging from 0%
to 22%, after deductions of qualifying personal reliefs where applicable.
An individual is regarded as a tax resident of Singapore if in the calendar year preceding the year of
assessment, he was physically present in Singapore or exercised an employment in Singapore (other
than as a director of a company) for 183 days or more, or if he ordinarily resides in Singapore.
Dividend Distributions
As our Company will be tax resident in Singapore, dividends paid by our Company will be considered
as sourced in Singapore. Under current Singapore income tax law, dividends paid by our Company
in respect of our Shares will not be subject to Singapore withholding tax, regardless of whether the
shareholders receiving the dividends are resident or non-resident in Singapore for income tax purposes.
Currently, Singapore operates a “One-Tier” Corporate Income Tax System (“One-Tier System”). Under
this One-Tier System, the income tax payable in respect of taxable corporate profits is the final tax
and our Company can pay tax exempt (one-tier) dividends which are tax exempt in the hands of the
Shareholder, regardless of the tax residence status or the legal form of the Shareholder.
Capital Gains Tax

Singapore currently does not impose tax on capital gains. The question of whether a gain is capital
or income in nature depends on the surrounding circumstances of each transaction. In general, gains
or profits derived from the disposal of our Shares acquired for long-term investment purposes are
considered as capital gains and not subject to Singapore tax.
On the other hand, where such gains or profits arise from activities which the Comptroller regards as the
carrying on of a trade or business of dealing in shares in Singapore, these gains or profits will be taxed
as income.
Notwithstanding the above, Singapore has a safeharbour provision for a disposal of ordinary shares
if certain conditions are fulfilled. Generally, gains derived by a resident company from the disposal of
ordinary shares, made during the period 1 June 2012 to 31 May 2022 (both dates inclusive), are not
taxable if immediately prior to the date of the disposal, the divesting company had held at least 20% of
the ordinary share capital of the company in the investment for a continuous period of at least 24 months.
Bonus Shares
Any bonus shares received by our Shareholders are not taxable.
Stamp Duty
There is no stamp duty payable on the subscription, allotment or holding of our Shares.
Stamp duty is payable on the instrument of transfer of our Shares at the rate of S$0.20 for every S$100
or any part thereof, computed on the consideration paid or market value of our Shares registered in
Singapore, whichever is higher.
The purchaser is liable for stamp duty, unless there is an agreement to the contrary. No stamp duty is
payable if no instrument of transfer is executed (such as in the case of scripless shares, the transfer of
which does not require instruments of transfer to be executed) or if the instrument of transfer is executed
outside Singapore. However, stamp duty may be payable if the instrument of transfer which is executed
outside Singapore is subsequently received in Singapore.
I-2
Stamp duty is not applicable to electronic transfers of our shares through the scripless trading system
operated by CDP.
Goods and Services Tax

The sale of our Shares by a GST-registered investor to another person belonging in Singapore is an
exempt supply that is not subject to GST.
Where our Shares are sold by a GST-registered investor in the course of a business to a person
belonging outside Singapore, and that person is outside Singapore when the sale is executed, the sale
should generally, subject to satisfaction of certain conditions, be considered a taxable supply subject
to GST at zero-rate. Subject to the normal rules for input tax recovery, any GST incurred by a GST-
registered investor in the making of this supply in the course of or furtherance of a business carried on by
him is recoverable from the Comptroller of GST as input tax.
Services such as brokerage, handling and clearing services rendered by a GST-registered person to
an investor belonging in Singapore in connection with the investor’s purchase, sale or holding of
our Shares will be subject to GST at the current rate of 7%. Similar services rendered to an investor
belonging outside Singapore is generally subject to GST at zero-rate, provided that the investor is outside
Singapore when the services are performed and the services provided do not benefit any Singapore
persons.
Estate Duty
With effect from 15 February 2008, no estate duty will be leviable in respect of deaths occurring on or
after 15 February 2008.
Indonesian Taxation
Corporate Income Tax
ii. Tax Residency
A corporation is classified as “resident” or “non-resident” for tax purposes under Indonesian law
according to the place of incorporation of the corporation or its domicile. In Indonesia, resident
corporations are taxed on their worldwide income; however, tax credits are allowed for income
that is taxed outside the country. Non-residents are taxed only on income derived from Indonesian
sources, subject to any relief available under double taxation agreements. However, a non-resident
entity with a permanent establishment in Indonesia (“PE”) (such as a branch office) is taxed on (i)
the PE’s income from its business activities, (ii) the income office arising from business activities,
or sales of goods and services in Indonesia of the same type as those sold by the PE in Indonesia,
and (iii) all other income, either received or accrued by the head office such as dividends,
interest, royalties, rent and other income connected with the use of property, fees for services,
etc., provided that the property or activities producing the income is effectively connected with the
PE in Indonesia. In Indonesia, a PE is generally defined as an operation in which a non-resident
establishes a fixed place of business in Indonesia. This would include a management location, a
branch office and an office building. A PE may also be established as a result of the non-resident
entity’s employees providing services in Indonesia for more than 60 days in any 12-month period.
iii. Income Subject to Tax

Taxable income is defined as any increase in economic prosperity received or accrued by a
taxpayer, whether originating from within or outside Indonesia that may be used for consumption
or to increase the recipient’s wealth in whatever name and form. It includes any remuneration
in connection with work and services, business profits (for this purpose, there is no distinction
between operating and capital income), dividends, interest, rent, royalties and other income-related
to the use of property.
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Dividend tax must be deducted by the company declaring the dividend. Such dividend tax has to
be paid by the company to the State Treasurer (Kas Negara) not later than the 10th of the following
month after the dividend is declared by the shareholders of the company at the shareholders’
meeting of the company. The applicable tax rate for dividends paid to resident taxpayers is
15%. However, dividends received from Indonesian companies by limited liability companies
incorporated in Indonesia, co-operatives and state or region-owned entities are exempt from tax if:
i. the dividends are paid out of retained earnings; and
ii. the shareholder holds at least 25% of the company’s paid-up capital.
The applicable tax rate for non-resident shareholders is 20% (or the relevant tax rate applicable
under any tax treaty which may be in force between Indonesia and the relevant jurisdiction).
(c) Corporate Tax Rate

As at the Latest Practicable Date, the corporate tax rate is equivalent to a single rate of 25% with
effect from 2010, pursuant to the new Indonesian Income Tax Law No. 36 Year 2008.
Withholding Tax
Indonesia has two (2) types of withholding tax, namely, prepayment tax and final tax. Expenses incurred
in deriving income subject to final tax are not deductible. Payments made to resident taxpayers and
permanent establishments by resident corporate taxpayers, government bodies, activity organisers,
permanent establishments, representative offices and certain appointed individuals are subject to
withholding tax at the rates specified in the following table:
Tax rate (%) Transaction

10 Land and building rental payments to companies and permanent establishments
(final tax)
2 Rental and other payments for the use of property other than land and buildings
and ground vehicles
2 Rental and other payments for the use of ground vehicles
2 Compensation related to management services, and technical services
2 Compensation related to professional services, including legal and tax services
10 Land and building rental paid to individuals (final tax)
15 Dividends payments
15 Interest, including premiums, discounts and guarantee fees
15 Royalties
Value Added Tax (VAT)

VAT is imposed on events involving the transfer of taxable goods or the provision of taxable services at a
rate 10%. This may be increased or decreased to 15% or 5% according to a government regulation.
Certain goods and services, however, are exempt from VAT, and as at the Latest Practicable Date
include, inter alia:
(a) mining or drilling products extracted directly from their sources, for example crude oil, natural gas,
geothermal energy, sand and gravel, coal (before processing into coal briquettes), iron ore, tin ore,
copper ore, gold ore, silver ore and bauxite ore;
(b) food and drink served in hotels, restaurants and the like, either consumed in the vicinity or taken
away, including food and drink delivered by caterers; and
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(c) money, gold bars and securities;
(d) medical health services;
(e) financial services;
(f) public transportation on land and water and domestic air transport that is an integral part of
international air transport;
(g) hotel services;
(h) food or catering services.
Companies and individuals designated as taxable enterprises (Pengusaha Kena Pajak/PKP) are required
to report their business activities and settle the VAT liabilities on these every month.
Aside from the above, primary production companies and small businesses (corporations or individuals)
with annual sales of less than IDR 600 million for goods and services have the option to be exempted
from imposing VAT.
Exported goods are subject to 0% of VAT; exporters can claim a refund of the input tax (VAT incurred
in producing goods for export). Refund applications can be made at the end of a book year. The DGT is
required to make a decision on a VAT refund application, on the basis of a VAT audit, within 12 months
of the receipt of a complete application. If no decision has been made within 12 months, the application is
considered to have been approved.
The local purchaser of imported goods and services, including intangible goods, is responsible for
all payments of VAT on goods and services and customs duty on goods. VAT and customs duty are
collected at the port of entry for imported goods. A self-assessed VAT payment mechanism is applied in
connection with the following:
(a) the utilisation of intangible VAT-able goods obtained from outside the Indonesian customs area
and utilised within the Indonesian customs area; and
(b) the utilisation of VAT-able services obtained from outside the Indonesian customs area and utilised
within the Indonesian customs area.
The BKPM is given authority to approve deferral of VAT on the importation of equipment used by
companies incorporated under the domestic or foreign investment law (known as PMA companies and
PMDN companies).
Luxury-goods Sales Tax (“LST”)

In addition to VAT, deliveries or imports of certain manufactured taxable goods may be subject to LST.
Government Regulation No. 145 of 2000 dated 22 December 2000 as amended from time to time, which
was last amended pursuant to Government Regulation No. 12 of 2006 dated 15 April 2006 (LST Law),
details various goods subject to LST at rates ranging from 10% to 75%.
According to the LST Law, the LST rate may be increased up to 200%, however currently the LST rates
are between 10% to 125%.
Assets arising from tax amnesty program

Indonesia has rolled out the tax amnesty program from 1 July 2016 to 31 March 2017 and any newly
declared assets under this program cannot be depreciated or amortised for tax purposes. The acquisition
costs of these assets are based on the value declared in the tax amnesty declaration letter.
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APPENDIX J – RULES OF THE RGD ESOS
RULES OF THE RGD EMPLOYEE SHARE OPTION SCHEME

1. DEFINITIONS
In this Scheme, 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 or

modified from time to time
“Adoption Date” : The date on which the Scheme was adopted by the Company in
general meeting
“Associate” : Shall have the meaning assigned to it in the Catalist Rules
“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
“Associated Company : Any confirmed employee (including directors) of an Associated

Employee” Company selected by the Committee to participate in the
Scheme
“Auditors” : The auditors of the Company for the time being
“Board” : The board of Directors of the Company for the time being

“Committee” : The Remuneration Committee of the Company
“Company” : Resources Global Development Limited
“Constitution” : The constitution of the Company
“Control” : The capacity to dominate decision-making, directly or indirectly,

in relation to the financial and operating policies of the Company
“Controlling Shareholder” : A shareholder who:
(a) 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 SGX-ST that a person who satisfies
this subparagraph is not a controlling shareholder); or
(b) in fact exercises Control over the Company
“Date of Grant” : The date on which an Option is granted to a Participant

pursuant to Rule 7.
“Director” : A person holding office as a director for the time being of the
Company
“EGM” : Extraordinary General Meeting
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“Executive Director” : A director who is an employee of the Group and who performs
and executive function
“Exercise Price” : The price at which a Participant shall acquire each Share upon
the exercise of an Option, as determined in accordance with
Rule 9, or such adjusted price as may be applicable pursuant to
Rule 10
“Financial Year” : Each period of twelve (12) months or more or less than twelve
(12) months, at the end of which the balance of accounts of the
Company are prepared and audited, for the purpose of laying
the same before an annual general meeting of the Company.
“Grantee” : The person to whom an offer of an Option is made
“Group” : The Company, its Subsidiaries and Associated Companies (as

they may exist from time to time)
“Group Employee” : Any confirmed employee of the Group (including an Executive

Director) selected by the Committee to participate in the
Scheme in accordance with Rule 4
“Market Day” : A day on which the SGX-ST is open for trading of securities
“Market Price” : The average of the last dealt prices for a Share determined by
reference to the daily official list published by the SGX-ST for
a period of five (5) consecutive Market Days immediately prior
to the relevant Offer Date Provided always that in the case of
a Market Day on which the Shares are not traded on the SGX-
ST, the last dealt price for Shares on such Market Day shall
be deemed to be the last dealt price of the Shares on the
immediately preceding Market Day on which the Shares were
traded, rounded up to the nearest whole cent in the event of
fractional prices.
“Non-Executive Director” : A director of the Company and/or its subsidiaries, other than
one who performs an executive function
“Offer Date” : The date on which an offer to grant an Option is made pursuant
to the Scheme
“Option” : The right to acquire Shares granted or to be granted to a Group

Employee or a Non-executive Director pursuant to the Scheme
and for the time being subsisting.
“Option Period” : Subject as provided in Rules 11 and 15, the period for the
exercise of an Option being:
(a) in the case of an Option granted with the Exercise Price

set at Market Price, a period beginning one (1) year from
the Offer Date of that Option and expiring on the tenth
year from the relevant Offer Date or such earlier date as
may determined by the Committee, subject as provided
in Rules 11 and 15, and any other conditions as may be
determined by the Committee from time to time; and
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(b) in the case of an Option granted with the Exercise Price

set at a discount to the Market Price, a period beginning
two (2) years from the Offer Date of that Option and
expiring on the tenth year from the relevant Offer Date or
such earlier date as may determined by the Committee,
subject as provided in Rules 11 and 15, and any other
conditions as may be determined by the Committee from
time to time
“Participant” : The holder of an Option
“Record Date” : The date as at the close of business on which the Shareholders
must be registered in order to participate in any dividends,
rights, allotments or other distributions.
“Rules” : The rules of the Scheme, as the same may be modified from
time to time
“Scheme” : The RGD Employee Share Option Scheme
“S$” : Singapore dollars, the lawful currency of Singapore
“SGX-ST” : Singapore Exchange Securities Trading Limited
“Shares” : Ordinary shares in the capital of the Company
“Shareholders” : The registered holders for the time being of the Shares (other
than CDP) or in the case of Depositors, Depositors who have
Shares entered against their names in the Depository Register
“Subsidiary” : A company which is for the time being a subsidiary of the

Company as defined by Section 5 of the Act
“%” : Per centum or percentage
The terms “Depositor”, “Depository Register” and “Depository Agent” shall have the meanings
ascribed to them respectively by Section 81SF of the Securities and Futures Act (Chapter 289) of
Singapore.
Words denoting the singular shall, where applicable, include the plural and vice versa and words
denoting the masculine gender shall, where applicable, include the feminine and neuter gender.
References to persons shall include corporations.
Any reference in the Scheme to any enactment is a reference to that enactment as for the time
being amended or re-enacted. Any word defined under the Act or any statutory modification thereof
and not otherwise defined in the Scheme used in this Scheme shall, where applicable, have the
same meaning assigned to it under the Act or any statutory modification thereof, as the case may
be. Any reference in this Scheme to a time of day shall be a reference to Singapore time unless
otherwise stated.
2. NAME OF THE SCHEME

The Scheme shall be called the “RGD Employee Share Option Scheme”.
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3. OBJECTIVES OF THE SCHEME

The Scheme will provide an opportunity for Group Employees who have contributed significantly
to the growth and performance of the Group and Non-Executive Directors and who satisfy the
eligibility criteria as set out in Rule 4 of the Scheme, to participate in the equity of the Company.
The Scheme is primarily a share incentive scheme. It recognises the fact that the services of
Group Employees and Non-Executive Directors are important to the success and continued well-
being of the Group. Implementation of the Scheme will enable the Company to give recognition
to the contributions made by such Group Employees and Non-Executive Directors. At the same
time, it will give such Group Employees and Non-Executive Directors an opportunity to have a
direct interest in the Company at no direct cost to its profitability and will also help to achieve the
following positive objectives:
(a) to motivate Participants to optimise their performance standards and efficiency and to
maintain a high level of contribution to the Group;
(b) to retain key employees and directors whose contributions are essential to the long-term
growth and prosperity of the Group;
(c) to instill loyalty to, and a stronger identification by Participants with the long-term prosperity
of, the Group;
(d) to attract potential employees with relevant skills to contribute to the Group and to create
value for the Shareholders; and
(e) to align the interests of Participants with the interests of the Shareholders.
4. ELIGIBILITY
4.1 The following persons shall be eligible to participate in the Scheme at the absolute discretion of the
Committee:
(a) Group Employees (including Executive Directors) who have attained the age of twenty-one
(21) years on or prior to the relevant Offer Date and are not undischarged bankrupts and
have not entered into a composition with their respective creditors, and who have, as of the
Date of Grant, been in the employment of the Group for a period of at least twelve (12)
months, or such shorter period as the Committee may determine; and
(b) Non-Executive Directors who have attained the age of twenty-one (21) years on or prior to
the relevant Offer Date and are not undischarged bankrupts and have not entered into a
composition with their respective creditors.
Directors and employees of the Company’s parent company and its Subsidiaries (other than the
Company and the Company’s Subsidiaries) are not entitled to participate in the Scheme.
There will be no restriction on the eligibility of any Participant to participate in any other share
option or share incentive schemes implemented by any other companies within the Group.
4.2 Group Employees and Non-Executive Directors (including our Independent Directors) of our Group
who are also Controlling Shareholders and Associates of such Controlling Shareholders who
satisfy the criteria set out in Rule 4.1 above shall be eligible to participate in the Scheme, provided
that:
(a) their participation; and
(b) the actual or maximum number of Shares and terms of any Options to be granted to them,
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have been approved by independent Shareholders of the Company at a general meeting in

separate resolutions for each such person and, in respect of each such person in separate
resolutions for each of (i) his participation and (ii) the actual or maximum number of Shares and
terms of any Options to be granted to him, provided always that it shall not be necessary to obtain
the approval of the independent Shareholders of the Company for the participation in the Scheme
of a Controlling Shareholder or his Associate who is, at the relevant time, already a Participant.
Successful applicants for the Placement Shares under the offering, by subscribing for such shares,
agree that the participation by our Group Employees and Non-Executive Directors (including our
Independent Directors) of our Group, including those who are also Controlling Shareholders or
Associates of such Controlling Shareholders, shall not require Shareholders’ approval.
4.3 Subject to the Act and any requirement of the SGX-ST or any other stock exchange on which
the Shares may be listed or quoted, the terms of eligibility for participation in the Scheme may be
amended from time to time at the absolute discretion of the Committee.
5. MAXIMUM ENTITLEMENT
Subject to Rule 4 and Rule 10, the aggregate number of Shares in respect of which Options may
be offered to a Grantee for acquisition in accordance with the Scheme shall be determined at the
discretion of the Committee who shall take into account criteria such as rank, past performance,
years of service and potential development of the Grantee.
6. LIMITATION ON THE SIZE OF THE SCHEME

6.1 The aggregate number of Shares over which the Committee may grant Options on any date,
when added to the number of Shares issued and issuable or transferred and to be transferred in
respect of all Options granted under the Scheme and the number of Shares issued and issuable or
transferred and to be transferred in respect of all options or awards granted under any other share
option schemes or share schemes of the Company, shall not exceed fifteen per cent. (15%) of the
total number of issued Shares (excluding Shares held by the Company as treasury shares) on the
day immediately preceding the Offer Date of the Option.
6.2 The aggregate number of Shares which may be issued or transferred pursuant to Options under
the Scheme to Participants who are Controlling Shareholders and their Associates shall not exceed
twenty-five per cent. (25%) of the Shares available under the Scheme.
6.3 The number of Shares which may be issued or transferred pursuant to Options under the Scheme
to each Participant who is a Controlling Shareholder or his Associate shall not exceed ten per cent.
(10%) of the Shares available under the Scheme.
7. OFFER DATE
7.1 The Committee may, save as provided in Rule 4, Rule 5 and Rule 6, offer to grant Options to such
Grantees as it may select in its absolute discretion at any time during the period when the Scheme
is in force, except that no Options shall be granted during the period of 30 days immediately
preceding the date of announcement of the Company’s interim and/or final results (whichever the
case may be). In addition, in the event that an announcement on any matter of an exceptional
nature involving unpublished price sensitive information is imminent, offers to grant Options may
only be made on or after the third (3rd) Market Day on which such announcement is released.
7.2 An offer to grant the Option to a Grantee shall be made by way of a letter (the “Letter of Offer”)
in the form or substantially in the form set out in Annex 1, subject to such amendments as the
Committee may determine from time to time.
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8. ACCEPTANCE OF OFFER
8.1 An Option offered to a Grantee pursuant to Rule 7 may only be accepted by the Grantee within 30
days after the relevant Offer Date and not later than 5.00 p.m. on the thirtieth (30th) day from such
Offer Date (a) by completing, signing and returning to the Company the acceptance form in or
substantially in the form set out in Annex 2 (the “Acceptance Form”), subject to such modification
as the Committee may from time to time determine, accompanied by payment of S$1.00 as
consideration or such other amount and such other documentation as the Committee may require
and (b) if, at the date on which the Company receives from the Grantee the Acceptance Form in
respect of the Option as aforesaid, he remains eligible to participate in the Scheme in accordance
with these Rules.
8.2 If a grant of an Option is not accepted strictly in the manner as provided in this Rule 8, such offer
shall, upon the expiry of the 30 day period, automatically lapse and shall forthwith be deemed to be
null and void and be of no effect.
8.3 The Company shall be entitled to reject any purported acceptance of a grant of an Option made
pursuant to this Rule 8 or Exercise Notice (as defined in Rule 12) given pursuant to Rule 12 which
does not strictly comply with the terms of the Scheme.
8.4 Options are personal to the Grantees to whom they are granted and shall not be sold, mortgaged,
transferred, charged, assigned, pledged or otherwise disposed of or encumbered in whole or in
part or in any way whatsoever without the Committee’s prior written approval, but may be exercised
by the Grantee’s duly appointed personal representative as provided in Rule 11.6 in the event of
the death of such Grantee.
8.5 The Grantee may accept or refuse the whole or part of the offer. If only part of the offer is
accepted, the Grantee shall accept the offer in multiples of 1,000 Shares. The Committee shall,
within 15 Market Days of receipt of the Acceptance Form and consideration, acknowledge receipt
of the same.
8.6 In the event that a grant of an Option results in a contravention of any applicable law or regulation,
such grant shall be null and void and be of no effect and the relevant Participant shall have no
claim whatsoever against the Company.
8.7 Unless the Committee determines otherwise, an Option shall automatically lapse and become null,
void and of no effect and shall not be capable of acceptance if:
(a) it is not accepted in the manner as provided in Rule 8.1 within the 30 day period; or
(b) the Participant dies prior to his acceptance of the Option; or
(c) the Participant is adjudicated a bankrupt or enters into composition with his creditors prior to
his acceptance of the Option; or
(d) the Grantee, being a Group Employee, ceases to be in the employment of the Group or
being an Executive Director or Non-Executive Director, ceases to be a director of the Group,
in each case, for any reason whatsoever prior to his acceptance of the Option; or
(e) the Company is liquidated or wound-up prior to the Grantee’s acceptance of the Option.
9. EXERCISE PRICE
9.1 Subject to any adjustment pursuant to Rule 10, the Exercise Price for each Share in respect of
which an Option is exercisable shall be determined by the Committee at its absolute discretion, and
shall be fixed by the Committee at:
(a) the Market Price; or
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(b) a price which is set at a discount to the Market Price, the quantum of such discount to be
determined by the Committee in its absolute discretion, provided that the maximum discount
which may be given in respect of any Option shall not exceed twenty per cent. (20%) of the
Market Price in respect of that Option.
9.2 In making any determination under Rule 9.1(b) on whether to give a discount and the quantum
of such discount, the Committee shall be at liberty to take into consideration such criteria as the
Committee may, at its absolute discretion, deem appropriate, including but not limited to:
(a) the performance of the Company, its Subsidiaries and Associated Companies, as the case
may be, taking into account financial parameters such as net profit after tax, return on equity
and earnings growth;
(b) the years of service and individual performance of the eligible Group Employee or Non-
Executive Director;
(c) the contribution of the eligible Group Employee or Non-Executive Director to the success and
development of the Company and/or the Group; and
(d) the prevailing market conditions.
10. ALTERATION OF CAPITAL

10.1 If a variation in the issued share capital of the Company (whether by way of a capitalisation of
profits or reserves or rights issue or reduction, subdivision, consolidation or distribution, or
otherwise howsoever) should take place, then:
(a) the Exercise Price in respect of the Shares comprised in the Option to the extent
unexercised; and/or
(b) the class and/or number of Shares comprised in the Option to the extent unexercised and
the rights attached thereto; and/or
(c) the maximum entitlement in any one Financial Year; and/or
(d) the class and/or number of Shares in respect of which additional Options may be granted to
Participants,
may, at the option of the Committee, be adjusted in such manner as the Committee may determine
to be appropriate, including retrospective adjustments, where such variation occurs after the
date of exercise of an Option but the Record Date relating to such variation precedes such date
of exercise and, except in relation to a capitalisation issue, upon the written confirmation of the
Auditors (acting only as experts and not as arbitrators), that in their opinion, such adjustment is fair
and reasonable.
10.2 Notwithstanding the provisions of Rule 10.1 above, no such adjustment shall be made (a) if as a
result, the Participant receives a benefit that a Shareholder does not receive; and (b) unless the
Committee after considering all relevant circumstances considers it equitable to do so.
10.3 The issue of securities as consideration for an acquisition of any assets by the Company 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, in accordance with the Catalist Rules,
undertaken by the Company on the SGX-ST during the period when a share repurchase mandate
granted by the Shareholders (including any renewal of such mandate) is in force, will not be
regarded as a circumstance requiring adjustment under the provisions of this Rule 10.
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10.4 The restriction on the number of Shares to be offered to any Grantee under Rule 5 above, shall not
apply to the number of additional Shares or Options over additional Shares issued or transferred by
virtue of any adjustment to the number of Shares and/or Options pursuant to this Rule 10.
10.5 Upon any adjustment required to be made, the Company shall notify each Participant (or his duly
appointed personal representative(s)) in writing and deliver to him (or, where applicable, his duly
appointed personal representative(s)) a statement setting forth the new Exercise Price thereafter
in effect and the class and/or number of Shares thereafter comprised in the Option so far as
unexercised and the maximum entitlement in any one Financial Year.
11. OPTION PERIOD

11.1 Options granted with the Exercise Price set at Market Price shall only be exercisable, in whole or
in part (provided that an Option may be exercised in part only in respect of 1,000 Shares or any
multiple thereof), at any time, by a Participant after the first anniversary of the Offer Date of that
Option, provided always that the Options granted to Group Employees (other than Non-Executive
Directors and/or Associated Company Employees) shall be exercised before the tenth anniversary
of the relevant Offer Date, and Options granted to Non-Executive Directors and/or Associated
Company Employees shall be exercised before the fifth anniversary of the relevant Offer Date, or
such earlier date as may be determined by the Committee, failing which all unexercised Options
shall immediately lapse and become null and void and a Participant shall have no claim against the
Company.
11.2 Options granted with the Exercise Price set at a discount to Market Price shall only be exercisable,
in whole or in part (provided that an Option may be exercised in part only in respect of 1,000
Shares or any multiple thereof), at any time, by a Participant after the second anniversary from
the Offer Date of that Option, provided always that the Options granted to Group Employees (other
than Non-Executive Directors and/or Associated Company Employees) shall be exercised before
the tenth anniversary of the relevant Offer Date, and Options granted to Non-Executive Directors
and/or Associated Company Employees shall be exercised before the fifth anniversary of the
relevant Offer Date, or such earlier date as may be determined by the Committee, failing which all
unexercised Options shall immediately lapse and become null and void and a Participant shall have
no claim against the Company.
11.3 An Option shall, to the extent unexercised, immediately lapse and become null and void and a
Participant shall have no claim against the Company:
(a) subject to Rules 11.4, 11.5 and 11.6, upon the Participant ceasing to be in the employment
of the Company or any of the companies within the Group for any reason whatsoever; or
(b) upon 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 such Option; or
(c) in the event of misconduct on the part of the Participant, as determined by the Committee in
its absolute discretion.
For the purpose of Rule 11.3(a), a 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.
11.4 If a Participant ceases to be employed by the Group by reason of his:
(a) ill health, injury or disability, in each case, as certified by a medical practitioner approved by
the Committee;
(b) redundancy;
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(c) retirement at or after a normal retirement age; or
(d) retirement before that age with the consent of the Committee,
or for any other reason approved in writing by the Committee, he may, at the absolute discretion
of the Committee, exercise any unexercised Option within the relevant Option Period and upon the
expiry of such period, the Option shall immediately lapse and become null and void.
11.5 If a Participant ceases to be employed by a Subsidiary:
(a) by reason of the Subsidiary, by which he is principally employed ceasing to be a company

within the Group or the undertaking or part of the undertaking of such Subsidiary, being
transferred otherwise than to another company within the Group; or
(b) for any other reason, provided the Committee gives its consent in writing,
he may, at the absolute discretion of the Committee, exercise any unexercised Option within the
relevant Option Period and upon the expiry of such period, the Option shall immediately lapse and
become null and void.
11.6 If a Participant dies and at the date of his death holds any unexercised Option, such Option may,
at the absolute discretion of the Committee, be exercised by the duly appointed legal personal
representatives of the Participant within the relevant Option Period and upon the expiry of such
period, the Option shall immediately lapse and become null and void.
11.7 If a Participant, who is also an Executive Director or a Non-executive Director (as the case may
be), ceases to be a director for any reason whatsoever, he may, at the absolute discretion of the
Committee, exercise any unexercised Option within the relevant Option Period and upon the expiry
of such period, the Option shall immediately lapse and become null and void.
12. EXERCISE OF OPTIONS, ALLOTMENT OR TRANSFER AND LISTING OF SHARES

12.1 An Option may be exercised, in whole or in part (provided that an Option may be exercised in part
only in respect of 1,000 Shares or any multiple thereof), by a Participant giving notice in writing to
the Company in or substantially in the form set out in Annex 3 (the “Exercise Notice”), subject to
such amendments as the Committee may from time to time determine. Every Exercise Notice must
be accompanied by a remittance for the full amount of the aggregate Exercise Price in respect
of the Shares which have been exercised under the Option, the relevant CDP charges (if any)
and any other documentation the Committee may require. All payments shall be made by cheque,
cashier’s order, bank draft or postal order made out in favour of the Company. An Option shall be
deemed to be exercised upon the receipt by the Company of the said notice duly completed and
the receipt by the Company of the full amount of the aggregate Exercise Price in respect of the
Shares which have been exercised under the Option.
12.2 Subject to:
(a) such consents or other actions required by any competent authority under any regulations
or enactments for the time being in force as may be necessary (including any approvals
required from the SGX-ST); and
(b) compliance with the Rules and the Constitution of the Company,
the Company shall, as soon as practicable after the exercise of an Option by a Participant but in
any event within ten (10) Market Days after the date of the exercise of the Option in accordance
with Rule 12.1, allot the Shares or, as the case may be, procure the transfer of existing Shares
(which may include, where desired, any Shares held by the Company as treasury shares), in
respect of which such Option has been exercised by the Participant and where required, or as the
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case may be, within five (5) Market Days from the date of such allotment, despatch the relevant
share certificates to CDP for the credit of the securities account of that Participant by ordinary post
or such other mode of delivery as the Committee may deem fit.
12.3 The Company shall as soon as practicable after the exercise of an Option, apply to the SGX-ST or
any other stock exchange on which the Shares are quoted or listed for permission to deal in and
for quotation of the Shares which may be issued upon exercise of the Option and the Shares (if
any) which may be issued to the Participant pursuant to any adjustments made in accordance with
Rule 10.
12.4 Shares which are all allotted or transferred on the exercise of an Option by a Participant shall
be issued, as the Participant may elect, in the name of, or transferred to, CDP to the credit of
the securities account of the Participant maintained with CDP or the Participant’s securities sub-
account with a Depository Agent.
12.5 Shares allotted and issued, and existing Shares procured by the Company for transfer, upon the
exercise of an Option shall be subject to all provisions of the Constitution of the Company and
shall rank pari passu in all respects with the then existing issued Shares except for any dividends,
rights, allotments or other distributions, the Record Date for which is prior to the date such Option
is exercised.
12.6 Except as set out in Rule 12 and subject to Rule 10, an Option does not confer on a Participant
any right to participate in any new issue of Shares.
13. ALTERATIONS AND AMENDMENTS TO THE SCHEME

13.1 Any or all of the provisions of the Scheme may be modified and/or altered at any time and from
time to time by resolution of the Committee except that:
(a) any modification or alteration which shall alter adversely the rights attaching to any Option
granted prior to such modification or alteration and which in the opinion of the Committee,
materially alters the rights attaching to any Option granted prior to such modification or
alteration, may only be made with the consent in writing of such number of Participants who,
if they exercised their Options in full, would thereby become entitled to not less than three
quarters in number of all the Shares to be issued and allotted or transferred upon exercise in
full of all outstanding Options;
(b) any modification or alteration which would be to the advantage of Participants under the
Scheme shall be subject to the prior approval of Shareholders at a general meeting; and
(c) no modification or alteration shall be made without the prior approval of the SGX-ST or (if
required) any other stock exchange on which the Shares are quoted or listed, and such other
regulatory authorities as may be necessary.
For the purposes of Rule 13.1(a), the opinion of the Committee as to whether any modification or
alteration would alter adversely the rights attaching to any Option shall be final and conclusive.
13.2 Notwithstanding anything to the contrary contained in Rule 13.1, the Committee may at any time
by resolution (and without any other formality save for the prior approval of the SGX-ST) amend
or alter the Scheme in any way to the extent necessary to cause the Scheme to comply with any
statutory provision or the provisions or the regulations of any regulatory or other relevant authority
or body (including the SGX-ST).
13.3 Written notice of any modification or alteration made in accordance with this Rule shall be given to
all Participants.
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14. DURATION OF THE SCHEME

14.1 The Scheme shall continue to be in force at the discretion of the Committee, subject to a
maximum period of ten (10) years, commencing on the date on which the Scheme is adopted
by Shareholders in the EGM. Subject to compliance with any applicable laws and regulations in
Singapore, the Scheme may be continued beyond the above stipulated period with the approval of
the Shareholders by ordinary resolution at a general meeting and of any relevant authorities which
may then be required.
14.2 The Scheme may be terminated at any time by the Committee or by resolution of the Shareholders
at a general meeting subject to all other relevant approvals which may be required and if the
Scheme is so terminated, no further Options shall be offered by the Company hereunder.
14.3 The termination, discontinuance or expiry of the Scheme shall be without prejudice to the rights
accrued to Options which have been granted and accepted as provided in Rule 8, whether such
Options have been exercised (whether fully or partially) or not.
15. TAKE-OVER AND WINDING-UP OF THE COMPANY

15.1 In the event of a take-over offer being made for the Company, Participants (including Participants
holding Options which are then not exercisable pursuant to the provisions of Rule 11.1 and 11.2)
holding Options as yet unexercised shall, notwithstanding Rule 11 and Rule 12 but subject to Rule
15.5, be entitled to exercise such Options in full or in part in the period commencing on the date on
which such offer is made or, if such offer is conditional, the date on which the offer becomes or is
declared unconditional, as the case may be, and ending on the earlier of:
(a) the expiry of six (6) months thereafter, unless prior to the expiry of such six (6) month period,
at the recommendation of the offeror and with the approvals of the Committee and the SGX-
ST, such expiry date is extended to a later date (being a date falling not later than the date of
expiry of the Option Period relating thereto); or
(b) the date of the expiry of the Option Period relating thereto;
whereupon any Option then remaining unexercised shall immediately lapse and become null and
void.
Provided always that if during such period the offeror becomes entitled or bound to exercise the
rights of compulsory acquisition of the Shares under the provisions of the Act and, being entitled
to do so, gives notice to the Participants that it intends to exercise such rights on a specified date,
the Option shall remain exercisable by the Participants until such specified date or the expiry of
the Option Period relating thereto, whichever is earlier. Any Option not so exercised by the said
specified date shall lapse and become null and void provided that the rights of acquisition or
obligation to acquire stated in the notice shall have been exercised or performed, as the case may
be. If such rights of acquisition or obligations have not been exercised or performed, all Options
shall, subject to Rule 11, remain exercisable until the expiry of the Option Period.
15.2 If, under the 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, Participants (including Participants holding Options which are
then not exercisable pursuant to the provisions of Rule 11.1 and Rule 11.2) shall notwithstanding
Rule 11 and Rule 12 but subject to Rule 15.5, be entitled to exercise any Option then held by
them during the period commencing on the date upon which the compromise or arrangement is
sanctioned by the court and ending either on the expiry of 60 days thereafter or the date upon
which the compromise or arrangement becomes effective, whichever is later (but not after the
expiry of the Option Period relating thereto), whereupon any unexercised Option shall lapse and
become null and void, Provided always that the date of exercise of any Option shall be before the
tenth anniversary of the Offer Date.
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15.3 If an order or an effective resolution is passed for the winding-up of the Company on the basis of
its insolvency, all Options, to the extent unexercised, shall lapse and become null and void.
15.4 In the event of a members’ solvent voluntary winding-up (other than for amalgamation or
reconstruction), Participants (including Participants holding Options which are then not exercisable
pursuant to the provisions of Rule 11.1 and Rule 11.2) shall, subject to Rule 15.5, be entitled within
30 days of the passing of the resolution of such winding-up (but not after the expiry of the Option
Period relating thereto) to exercise in full any unexercised Option, after which such unexercised
Option shall lapse and become null and void.
15.5 If in connection with the making of a general offer referred to in Rule 15.1 above or the scheme
referred to in Rule 15.2 above or the winding-up referred to in Rule 15.4 above, arrangements are
made (which are confirmed in writing by the Auditors, acting only as experts and not as arbitrators,
to be fair and reasonable) for the compensation of Participants, whether by the continuation of their
Options or the payment of cash or the grant of other options or otherwise, a Participant holding an
Option, which is not then exercisable, may not, at the discretion of the Committee, be permitted to
exercise that Option as provided for in this Rule 15.
15.6 To the extent that an Option is not exercised within the periods referred to in this Rule 15, it shall
lapse and become null and void.
16. ADMINISTRATION OF THE SCHEME

16.1 The Scheme shall be administered by the Committee in its absolute discretion with such powers
and duties as are conferred on it by the Board.
16.2 The Committee shall have the power, from time to time, to make or vary such regulations (not
being inconsistent with the Scheme) for the implementation and administration of the Scheme as it
thinks fit.
16.3 Any decision of the Committee, made pursuant to any provision of the Scheme (other than a
matter to be certified by the Auditors), shall be final and binding (including any decisions pertaining
to disputes as to the interpretation of the Scheme or any rule, regulation, or procedure thereunder
or as to any rights under the Scheme).
16.4 A Director who is a member of the Committee shall not be involved in its deliberation in respect of
Options to be granted to him.
17. NOTICES AND COMMUNICATIONS

17.1 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 the Participant in writing.
17.2 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.
17.3 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 17.2 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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18. TERMS OF EMPLOYMENT UNAFFECTED

18.1 The Scheme or any Option shall not form part of any contract of employment between the
Company, any Subsidiary or Associated Company (as the case may be) and any Participant
and the rights and obligations of any individual under the terms of the office or employment with
such company within the Group shall not be affected by his participation in the Scheme or any
right which he may have to participate in it or any Option which he may hold and the Scheme
or any Option shall afford such an individual no additional rights to compensation or damages in
consequence of the termination of such office or employment for any reason whatsoever.
18.2 The Scheme shall not confer on any person any legal or equitable rights (other than those
constituting the Options themselves) against the Company, any Subsidiary and/or Associated
Company directly or indirectly or give rise to any cause of action at law or in equity against the
Company, any Subsidiary or Associated Company.
19. TAXES
All taxes (including income tax) arising from the exercise of any Option granted to any Participant
under the Scheme shall be borne by the Participant.
20. COSTS AND EXPENSES OF THE SCHEME

20.1 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 exercise of any Option in CDP’s name,
the deposit of share certificate(s) with CDP, the Participant’s securities account with CDP or the
Participant’s securities sub-account with his Depository Agent and all taxes referred to in Rule 19
which shall be payable by the relevant Participant.
20.2 Save for such costs and expenses expressly provided in the Scheme to be payable by the
Participants, all fees, costs, and expenses incurred by the Company in relation to the Scheme
including but not limited to the fees, costs and expenses relating to the issue and allotment or
transfer of the Shares pursuant to the exercise of any Option shall be borne by the Company.
21. DISCLAIMER OF LIABILITY

Notwithstanding any provisions herein contained and subject to the Act, the Board, 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 respect of any matter under or in connection
with the Scheme including but not limited to the Company’s delay or failure in issuing and allotting,
or procuring the transfer of, the Shares or in applying for or procuring the listing of and quotation
for the Shares on the SGX-ST or any other stock exchanges on which the Shares are quoted or
listed.
22. DISPUTES
Any disputes or differences of any nature in connection with the Scheme shall be referred to the
Committee and its decision shall be final and binding in all respects.
23. CONDITION OF OPTION

Every Option shall be subject to the condition that no Shares shall be issued or transferred
pursuant to the exercise of an Option if such issue or transfer would be contrary to any law or
enactment, or any rules or regulations of any legislative or non-legislative governing body for the
time being in force in Singapore or any other relevant country having jurisdiction in relation to the
issue and/or transfer of Shares hereto.
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24. GOVERNING LAW

The Scheme shall be governed by and construed in accordance with the laws of the Republic of
Singapore. The Company and the Participants, by accepting the offer of the grant of Options in
accordance with the Scheme, shall submit to the exclusive jurisdiction of the courts of the Republic
of Singapore.
25. DISCLOSURE IN ANNUAL REPORT

The Company shall make the following disclosure in its annual report to Shareholders for as long
as the Scheme continues in operation:
(a) the names of the members of the Committee;
(b) the information required in the table below for the following Participants (which for the
avoidance of doubt, shall include Participants who have exercised all their Options in any
particular Financial Year):
(i) Participants who are Directors of the Company;
(ii) Participants who are Controlling Shareholders and their Associates; and
(iii) Participants, other than those in (i) and (ii) above, who receive five per cent. (5%) or
more of the total number of Options available under the Scheme; and
Name of Options Aggregate Aggregate Aggregate

Participant granted Options Options Options
during granted since exercised since outstanding as
financial year commencement commencement at end
under review of the Scheme of the Scheme of financial
(including to end of to end of year under
terms) financial year financial year review
under review under review
(c) the number and proportion of Options granted at the following discounts to the Market Price
in the financial year under review:
(i) options granted at up to ten per cent. (10%) discount;
(ii) options granted at between ten per cent. (10%) but not more than twenty per cent.
(20%) discount; and
(d) such other information as may be required by the Catalist Rules,
provided that if any of the above requirements are not applicable, an appropriate negative
statement should be included in our annual report.
26. ABSTENTION FROM VOTING

Shareholders who are eligible to participate in the Scheme are to abstain from voting on any
Shareholders’ resolution relating to the Scheme and should not accept nominations as proxy or
is to be cast. In particular, Shareholders who are eligible to participate in the Scheme shall abstain
from voting on the following resolutions, where applicable: (a) implementation of the Scheme; (b)
the maximum discount which may be given in respect of any Option, and (c) participation by and
grant of Options to Controlling Shareholders and their Associates.
J-14
ANNEX 1
RGD EMPLOYEE SHARE OPTION SCHEME

LETTER OF OFFER
Serial No.: __________________
PRIVATE AND CONFIDENTIAL
Date:
To: [Name]
[Designation]
[Address]
Dear Sir / Madam
We are pleased to inform you that you have been nominated by the Remuneration Committee of the
Board of Directors of Resources Global Development Limited (the “Company”) to participate in the RGD
Employee Share Option Scheme (the “Scheme”). Terms as defined in the Scheme shall have the same
meaning when used in this letter.
Accordingly, an offer is hereby made to grant you an Option, in consideration of the payment of a sum
of S$1.00, to acquire ordinary shares in the capital of the Company at the price of
S$ per ordinary share. The Option shall be subject to the terms of this Letter of Offer and
the Scheme (as the same may be amended from time to time pursuant to the terms and conditions of the
Scheme), a copy of which is enclosed herewith.
The Option is personal to you and may not be sold, mortgaged, transferred, charged, assigned, pledged
or otherwise disposed of or encumbered in whole or in part or in any way whatsoever.
If you wish to accept the offer, please sign and return the enclosed Acceptance Form with a sum of
S$1.00 not later than a.m./p.m. on the day of failing which this offer
will forthwith lapse.
Yours faithfully
For and on behalf of
Name:
Designation:
J-15
ANNEX 2

ACCEPTANCE FORM
Serial No.:
To: The Remuneration Committee

RGD Employee Share Option Scheme
c/o The Company Secretary
80 Raffles Place
#25-01 UOB Plaza 1
Singapore 048624
Closing Time and Date for Acceptance of Option :
No. of Shares in respect of which Option is offered :
Exercise Price per Share : S$
Total Amount Payable on Acceptance of Option

(exclusive of the relevant CDP charges) : S$
I have read your Letter of Offer dated (the “Offer Date”) and agree to
be bound by the terms thereof and of the RGD Employee Share Option Scheme stated therein. I confirm
that my acceptance of the Option will not result in the contravention of any applicable law or regulation in
relation to the ownership of shares in the Company or options to acquire such shares.
I hereby accept the Option to acquire ordinary shares in the capital of Resources Global
Development Limited (the “Shares”) at S$ per Share and enclose cash/banker’s draft/
cashier’s order/postal order no. for S$1.00 being payment for the purchase of the Option.
I understand that I am not obliged to exercise the Option.
I also understand that I shall be responsible for all the fees of CDP relating to or in connection with the
issue and allotment or transfer of any Shares in CDP’s name, the deposit of share certificates with CDP,
my securities account with CDP or my securities sub-account with a Depository Agent (as the case may
be) (collectively, the “CDP charges”).
I confirm that as at the date hereof:
(a) I am not less than 21 years old, nor an undischarged bankrupt, nor have I entered into a
composition with any of my creditors;
(b) I satisfy the eligibility requirements to participate in the Scheme as defined in Rule 4 of the
Scheme; and
(c) I satisfy the other requirements to participate in the Scheme as set out in the Rules.
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I hereby acknowledge that you have not made any representation or warranty or given me any
expectation of employment or continued employment to induce me to accept the offer and that the terms
of the Letter of Offer and this Acceptance Form constitute the entire agreement between us relating to the
offer.
I agree to keep all information pertaining to the grant of the Option to me confidential.
PLEASE PRINT IN BLOCK LETTERS
Name in full :
Designation :
Address :
Nationality :
*NRIC/Passport No. :
Signature :
Date :
*Delete as appropriate
Notes:
i. Option must be accepted in full or in multiples of 1,000 Shares.
ii. The Acceptance Form must be forwarded to the Company Secretary in an envelope marked “Private and Confidential”.
iii. The Participant shall be informed by the Company of the relevant CDP charges payable at the time of the exercise of an
Option.
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ANNEX 3

EXERCISE NOTICE
To: The Remuneration Committee

RGD Employee Share Option Scheme
c/o The Company Secretary
80 Raffles Place
#25-01 UOB Plaza 1
Singapore 048624
Total Number of ordinary shares (the “Shares”)

at S$ per Share under an option
granted on (the “Offer Date”) :
Number of Shares previously allotted and issued or

transferred thereunder :
Outstanding balance of Shares which may be

allotted and issued or transferred thereunder :
Number of Shares now to be acquired (in multiples

of 1,000) :
(a) Pursuant to your Letter of Offer dated (the “Offer Date”) and my acceptance thereof, I hereby
exercise the Option to acquire Shares in Resources Global Development Limited (the “Company”)
at S$ per Share.
(b) I hereby request the Company to allot and issue or transfer to me the number of Shares specified
in paragraph 1 in the name of The Central Depository (Pte) Limited (“CDP”) to the credit of my
Securities Account with the CDP/Securities Sub-Account with a Depository Agent specified below
and to deliver the share certificates relating thereto to CDP at my own risk. I further agree to bear
such fees or other charges as may be imposed by CDP (the “CDP charges”) and any stamp duties
in respect thereof:
*(a) Direct Securities Account Number :
*(b) Securities Sub-Account Number :
Name of Depository Agent :
(c) I enclose a cheque/cashier’s order/bank draft/postal order no. for

S$ in payment for the Exercise Price of S$ for the total number of
the said Shares and the CDP charges of S$ .
(d) I agree to acquire the Shares subject to the terms of the Letter of Offer, the RGD Employee Share
Option Scheme (as the same may be amended pursuant to the terms thereof from time to time)
and the Constitution of the Company.
(e) I declare that I am acquiring the Shares for myself and not as a nominee for any other person.
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PLEASE PRINT IN BLOCK LETTERS
Name in full :
Designation :
Address :
Nationality :
*NRIC/Passport No. :
Signature :
Date :
*Delete as appropriate
Notes:
1. An Option may be exercised in whole or in part provided that an Option may be exercised in part only in respect of 1,000
Shares or any multiple thereof.
2. The form entitled “Exercise Notice” must be forwarded to the Company Secretary in an envelope marked “Private and
Confidential”.
J-19
APPENDIX K – RULES OF THE RGD PSP
RULES OF THE RGD PERFORMANCE SHARE PLAN
1. NAME OF THE PLAN

1.1 The Plan shall be called the “RGD Performance Share Plan”.
2. DEFINITIONS
2.1 In the 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 or

“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 Catalist Rules
“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 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.

“Committee” : The Remuneration Committee of the Company
“Company” : Resources Global Development Limited, 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
“Controlling Shareholder” : A person who holds directly or indirectly fifteen per cent. (15%)
or more of the total number of issued Shares (excluding Shares
held by the Company as treasury shares) (unless otherwise
determined by the SGX-ST that a person who satisfies this
subparagraph is not a controlling shareholder); or in fact
exercises Control over the Company
“Director” : A person holding office as a director for the time being of a

Group Company
“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
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“Group” : The Company and its subsidiaries and Associated Companies

(as they may exist from time to time)
“Group Executive” : Any employee of the Group (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
“Non-Executive Director” : A director of the Company and/or its subsidiaries, other than
one who performs an executive function
“Participant” : A Group Executive or a Non-executive Director who has been

granted an Award
“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 RGD Performance Share Plan, as the same may be

“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
“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
“Rules” : The rules of the Plan, as the same may be amended from time
to time
“Shares” : Ordinary shares in the capital of the Company
“Shareholders” : The registered holders for the time being of the Shares
“Singapore Exchange” : Singapore Exchange Securities Trading Limited

or “SGX-ST”
“Trading Day” : A day on which the Shares are traded on the SGX-ST
K-2
“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 The terms “Depositor”, “Depository Register” and “Depository Agent” shall have the meanings
ascribed to them respectively by Section 81SF of the Securities and Futures Act (Chapter 289) of
Singapore.
2.3 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.
2.4 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 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 Act or any statutory modification thereof, as the case may be.
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 Company’s ambition to become a world class
company.
4. ELIGIBILITY OF PARTICIPANTS
4.1 (a) Group Executives who have attained the age of twenty-one (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 twelve (12) months
(or in the case of any Group Executive Director, such shorter period as the Committee may
determine), provided that none shall be an undischarged bankrupt as at the Award Date;
(b) Non-Executive Directors (including independent directors of the Company) who, as at the
Award Date, have attained the age of twenty-one (21) years;
(c) subject to Rule 4.2, persons who are qualified under Rule 4.1(a) above and who are also
Controlling Shareholders or Associates of Controlling Shareholders; and
(d) Executive Directors and employees of our associated companies.
shall be eligible to participate in the Plan at the absolute discretion of the Committee.
K-3
4.2 Controlling Shareholders and their Associates who satisfy the criteria set out in Rule 4.1 above
shall be eligible to participate in the Plan, provided that:
(a) their participation; and
(b) the actual or maximum number of Shares and terms of any Awards to be granted to
them, have been approved by independent Shareholders at a general meeting in separate
resolutions for each such person and, in respect of each such person, in separate
resolutions for each of (i) his participation; and (ii) the actual or maximum number of Shares
and terms of any Awards to be granted to him, provided always that it shall not be necessary
to obtain the approval of the independent Shareholders for the participation in the Plan of a
Controlling Shareholder of his Associate who is, at the relevant time, already a Participant.
Successful applicants for the Placement Shares under the offering, by subscribing for such shares,
agree that the participation by our Controlling Shareholders or Associates of such Controlling
Shareholders, shall not require Shareholders’ approval.
4.3 Subject to the Act and any requirements 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 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.
5.3 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.
5.4 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 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
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(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.
5.5 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 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;
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(b) where the Participant ceases to be in the employment of the Group by reason of:
(i) ill health, injury, death 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;
(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 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.
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7. RELEASE OF AWARDS
7.1 Review of Performance Condition
(a) 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.
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.
(b) 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(a) and, on the Vesting Date, the Committee will
procure the allotment or transfer to each Participant of the number of Shares so determined.
(c) 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 (as an issue of new Shares) or transferred (as a transfer of Shares then
held by the Company in treasury) 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 Constitution 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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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 fifteen per cent. (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 The aggregate number of Shares which may be issued or transferred pursuant to Awards under
the Plan to Participants who are Controlling Shareholders and their Associates shall not exceed
twenty-five per cent. (25%) of the Shares available under the Plan.
8.3 The number of Shares which may be issued or transferred pursuant to Awards under the Plan to
each Participant who is a Controlling Shareholder or his Associate shall not exceed ten per cent.
(10%) of the Shares available under the Plan.
8.4 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 by the Committee to give such Participant the same proportion of the equity
capital of the Company as that to which he was previously entitled 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, (a) the issue of securities as
consideration for an acquisition or a private placement of securities; (b) 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;
(c) the issue of Shares or other securities convertible into or with rights to acquire or subscribe
for Shares to its employees pursuant to any share option scheme or share plan approved by
Shareholders in general meeting, including the Plan; or (d) any issue of Shares arising from the
exercise of any warrants or the conversion of any convertible securities issued by the Company,
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.
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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 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.
10.5 A Director who is a member of the Committee shall not be involved in its deliberation in respect of
Awards to be granted to him.
10.6 The Committee shall ensure that the rules of the Plan are in compliance with the Act and the
applicable laws and regulations in Singapore, including but not limited to, the Catalist Rules.
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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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 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 Company’s 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 and without due compliance with the
Catalist Rules and such other laws and regulations as may be applicable.
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 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. 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.
14. DURATION OF THE PLAN

14.1 The Plan shall continue to be in force at the discretion of the Committee, subject to a maximum
period of ten (10) years commencing on the Adoption Date, provided always that the Plan may
continue beyond the above stipulated period with the approval of the Company’s Shareholders by
ordinary resolution in general meeting and of any relevant authorities which may then be required.
14.2 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.
14.3 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.
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15. 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.
16. COSTS AND EXPENSES OF THE PLAN

16.1 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 CDP’s name,
the deposit of share certificate(s) with CDP, the Participant’s securities account with CDP, or the
Participant’s securities sub-account with a Depository Agent.
16.2 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.
17. 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 Company’s 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(c).
18. 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;
(ii) Controlling Shareholders and their Associates; and
(iii) Participants (other than those in paragraphs (i) and (ii) above) who have received
Shares pursuant to the Release of Awards granted under the Plan which, in
aggregate, represent five per cent. (5%) or more of the aggregate of the total number
of Shares available under the Plan,
the following information:
(aa) the name of the Participant;
(bb) the number of new Shares issued and the number of existing Shares
transferred to such Participant during the financial year under review;
(c) 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;
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(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:
(aa) new Shares issued; and
(bb) 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
(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) if any of the above requirements is not applicable, an appropriate negative statement shall
be included therein.
19. 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.
20. ABSTENTION FROM VOTING

Shareholders who are eligible to participate in the Plan must abstain from voting on any resolution
relating to 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. In particular,
all Shareholders who are eligible to participate in the Plan shall abstain from voting on the following
resolutions, where applicable: (a) implementation of the Plan; and (b) grant of Awards to Controlling
Shareholders and their Associates.
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 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.
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APPENDIX L – TERMS, CONDITIONS AND PROCEDURES
FOR APPLICATIONS AND ACCEPTANCE
You are invited to apply and subscribe for the Placement Shares at the Placement Price for each
Placement Share subject to the following terms and conditions:
1. YOUR APPLICATION MUST BE MADE IN LOTS OF 100 PLACEMENT SHARES OR INTEGRAL

MULTIPLES THEREOF, SUBJECT TO A MINIMUM OF 1,000 PLACEMENT SHARES. YOUR
APPLICATION FOR ANY OTHER NUMBER OF SHARES WILL BE REJECTED.
2. Your application for the Placement Shares may only be made by way of the Application Form or
such other forms of application as the Sponsor and Issue Manager, and the Placement Agent may
deem appropriate.
YOU MAY NOT USE CPF FUNDS TO APPLY FOR THE PLACEMENT SHARES.
3. You (not being an approved nominee company) are allowed to submit only one (1) application in
your own name for the Placement Shares. Any separate applications by you for the Placement
Shares shall be deemed to be multiple applications and may be rejected at the discretion of our
Company, the Sponsor and Issue Manager, and the Placement Agent, except in the case of
applications by approved nominee companies, where each application is made on behalf of a
different beneficiary.
If you, being other than an approved nominee company, have submitted an application
for Placement Shares in your own name, you should not submit any other application for
Placement Shares for any other person. Such separate applications shall be deemed to be
multiple applications and may be rejected at the discretion of our Company, the Sponsor
and Issue Manager, and the Placement Agent.
Joint applications shall be rejected. Multiple applications for Placement Shares shall be
liable to be rejected at the discretion of our Company, the Sponsor and Issue Manager, and
the Placement Agent. If you submit or procure submissions of multiple share applications
for Placement Shares, you may be deemed to have committed an offence under the Penal
Code (Chapter 224) of Singapore and the Securities and Futures Act (Chapter 289) of
Singapore (“SFA”), and your applications may be referred to the relevant authorities for
investigation. Multiple applications or those appearing to be or suspected of being multiple
applications may be rejected at the discretion of our Company, the Sponsor and Issue
Manager, and the Placement Agent.
By submitting an application for the Placement Shares, you declare that you do not possess
more than one (1) individual direct Securities Account with CDP.
4. We will not accept applications from any person under the age of 18 years, undischarged
bankrupts, sole-proprietorships, partnerships, or non-corporate bodies, joint Securities Account
holders of CDP and from applicants whose addresses (as furnished in their Application Forms or,
in the case of Electronic Applications, contained in the records of the relevant Participating Banks,
as the case may be) bear post office box numbers. No person acting or purporting to act on behalf
of a deceased person is allowed to apply under the Securities Account with CDP in the deceased’s
name at the time of application.
5. We will not recognise the existence of a trust. Any application by a trustee or trustees must
therefore be made in his/her/their own name(s) and without qualification or, where the application
is made by way of an Application Form by a nominee, in the name(s) of an approved nominee
company or companies after complying with paragraph 6 below.
6. WE WILL NOT ACCEPT APPLICATIONS FROM NOMINEES EXCEPT THOSE MADE BY

APPROVED NOMINEE COMPANIES ONLY. Approved nominee companies are defined as
banks, merchant banks, finance companies, insurance companies, licensed securities dealers in
Singapore and nominee companies controlled by them. Applications made by persons acting as
nominees other than approved nominee companies shall be rejected.
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7. IF YOU ARE NOT AN APPROVED NOMINEE COMPANY, YOU MUST MAINTAIN A SECURITIES
ACCOUNT WITH CDP IN YOUR OWN NAME AT THE TIME OF YOUR APPLICATION. If you do
not have an existing Securities Account with CDP in your own name at the time of your application,
your application will be rejected. If you have an existing Securities Account with CDP but fail to
provide your Securities Account number or provide an incorrect Securities Account number in
the Application Form, your application is liable to be rejected. Subject to paragraph 8 below, your
application shall be rejected if your particulars such as name, NRIC/passport number, nationality
and permanent residence status and CDP Securities Account number provided in your Application
Form differ from those particulars in your Securities Account as maintained with CDP. If you
possess more than one (1) individual direct Securities Account with CDP, your application shall be
rejected.
8. If your address as stated in the Application Form is different from the address registered with
CDP, you must inform CDP of your updated address promptly, failing which the notification letter
on successful allotment and other correspondence from CDP will be sent to your address last
registered with CDP.
9. Our Company, in consultation with the Sponsor and Issue Manager, and the Placement Agent
reserves the right to reject any application which does not conform strictly to the instructions set
out in the Application Form and in this Offer Document or which does not comply with the terms
and conditions of this Offer Document or, in the case of an application by way of an Application
Form, which is illegible, incomplete, incorrectly completed or which is accompanied by an
improperly drawn up or improper form of remittance or remittance which is not honoured upon the
first presentation.
Our Company, in consultation with the Sponsor and Issue Manager, and the Placement
Agent further reserves the right to treat as valid any applications not completed or
submitted or effected in all respects in accordance with the instructions set out in the
Application Forms or the terms and conditions of this Offer Document, and also to present
for payment or other processes all remittances at any time after receipt and to have full
access to all information relating to, or deriving from, such remittances or the processing
thereof.
Without prejudice to the rights of our Company, the Sponsor and Issue Manager, and the
Placement Agent, as agents of our Company, have been authorised to accept, for and on
behalf of our Company such other forms of application as the Sponsor and Issue Manager,
and the Placement Agent deem appropriate.
10. Our Company, in consultation with the Sponsor and Issue Manager, and the Placement Agent
reserves the right to reject or to accept, in whole or in part, or to scale down any application,
without assigning any reason therefor, and no enquiry and/or correspondence on the decision
of our Company, the Sponsor and Issue Manager, and/or the Placement Agent with regards
hereto will be entertained. In deciding the basis of allotment, which shall be at our discretion, due
consideration will be given to the desirability of allotting the Placement Shares to a reasonable
number of applicants with a view to establishing an adequate market for our Shares.
11. 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 Application List, a statement of account stating that your Securities Account has been
credited with the number of Placement Shares allotted to you, if your application is successful. This
will be the only acknowledgement of application monies received and is not an acknowledgement
by our Company, the Sponsor and Issue Manager, and/or the Placement Agent. You irrevocably
authorise CDP to complete and sign on your behalf, as transferee or renouncee, any instrument of
transfer and/or other documents required for the issue or transfer of the Placement Shares allotted
to you.
L-2
12. Any reference to “you” or the “applicant” in this section shall include an individual, a corporation,
an approved nominee and trustee applying for the Placement Shares through the Placement
Agent or its designated sub-placement agent by way of an Application Form or such other forms of
application as the Sponsor and Issue Manager, and the Placement Agent deem appropriate.
13. By completing and delivering an Application Form in accordance with the provisions of this Offer
Document, you:
(a) irrevocably offer, agree and undertake to subscribe for the number of Placement Shares
specified in your application (or such smaller number for which the application is accepted)
at the Placement Price for each Placement Share and agree that you will accept such
Placement Shares as may be allotted to you, in each case on the terms of, and subject
to the conditions set out in this Offer Document and the Constitution of our Company for
application;
(b) 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, the Sponsor and Issue
Manager, and the Placement Agent in determining whether to accept your application and/or
whether to allot any Placement Shares to you;
(c) agree that the aggregate Placement Price for the Placement Shares applied for is due and
payable to our Company upon application; and
(d) 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
Sponsor and Issue Manager, and the Placement Agent will infringe any such laws as a result
of the acceptance of your application.
14. Our acceptance of applications will be conditional upon, inter alia, our Company, the Sponsor and
Issue Manager, and the Placement Agent, being satisfied that:
(a) permission has been granted by the SGX-ST to deal in and for the listing and quotation for
all our existing Shares, the Placement Shares, the Option Shares and the Award Shares on
Catalist;
(b) the Management and Sponsorship Agreement and the Placement Agreement referred to in
the section entitled “Management, Sponsorship and Placement Arrangements” of this Offer
Document have become unconditional and have not been terminated; and
(c) the SGX-ST, acting as an agent on behalf of the Authority or any competent authority, has
not served a stop order (“Stop Order”) which directs that no or no further shares to which
this Offer Document relates be allotted or issued.
15. In the event that a Stop Order in respect of the Placement Shares is served by the SGX-ST,
acting as an agent on behalf of the Authority or any other competent authority and applications to
subscribe for the Placement Shares have been made prior to the Stop Order, and
(a) in the case where the Placement Shares have not been issued, we will (as required by
the law), and subject to the SFA, deem all applications withdrawn and cancelled and our
Company shall refund (at your own risk) all monies paid on account of your application of
the Placement Shares (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
(b) in the case where the Placement Shares have already been issued, the issue of the
Placement Shares shall be deemed to be void and our Company shall, within 14 days from
the date of the Stop Order, pay to you (at your own risk) all monies paid on account of your
application for the Placement Shares (without interest or any share of revenue or other
benefit arising therefrom), and you shall not have any claim against our Company or the
Sponsor and Issue Manager, and the Placement Agent.
L-3
This shall not apply where only an interim Stop Order has been served.
In the event that an interim Stop Order in respect of the Placement Shares is served by the
Authority, SGX-ST acting as agent on behalf of the Authority or any other competent authority,
no Placement Shares shall be issued during the time when the interim Stop Order is in force. The
Authority, SGX-ST acting as agent on behalf of the Authority or any other competent authority
is not able to serve a Stop Order in respect of the Placement Shares if the Placement Shares
have been issued and listed for quotation on a securities exchange and trading in the Placement
Shares has commenced. In the event of any changes in the closure of the Application List or the
time period during which the Placement is open, we will publicly announce the same through a
SGXNET announcement to be posted on the internet at SGX-ST’s website (http://www.sgx.com)
and in a major English language newspaper in Singapore.
We will not hold any application in reserve.
16. We will not allot Shares on the basis of this Offer Document later than six (6) months after the date
of registration of this Offer Document by the SGX-ST, acting as agent on behalf of the Authority.
17. You hereby consent to the collection, use, processing and disclosure of your name/NRIC/passport
number or company registration number, address, nationality, permanent residency status, CDP
Securities Account number, share application amount, the outcome of your application (including
the number of Placement Shares allotted to you pursuant to your application) and other personal
data (“Personal Data”) by the Share Registrar, CDP, the SGX-ST, our Company, the Sponsor
and Issue Manager, the Placement Agent Securities Clearing and Computer Services (Pte) Ltd
(“SCCS”) (collectively the “Relevant Parties”) for the purpose of the processing of your application
for the Placement Shares (i) consent that the Relevant Persons may disclose or share Personal
Data with third parties who provide necessary services to the Relevant Persons, such as service
providers working for them and providing services such as hosting and maintenance services,
delivery services, handling of payment transaction, and consultants and professional advisers;
(ii) consent that the Relevant Persons may transfer your Personal Data to any location outside
of Singapore in order for them to provide the requisite support and services in connection with
the Placement Shares; (iii) warrant that where you, as an approved nominee company, disclose
the Personal Data of the beneficial owner(s) to the Relevant Persons, such disclosure is in
compliance with the applicable laws and you have obtained the consent of the beneficial owners to
paragraphs (i) and (ii) and that any disclosure of Personal Data to our Company is in compliance
with applicable law; (iv) agree that the Relevant Persons may do anything or disclose any Personal
Data or matters without notice to you if our Company or the Sponsor and Issue Manager, and
the Placement Agent considers them to be required or desirable in respect of any applicable
policy, law, regulation, government entity, regulatory authority or similar body; and (v) agree that
you will indemnify the Relevant Persons in respect of any penalties, liabilities, claims, demands,
losses and damages as a result of your breach of warranties (collectively, the “Personal Data
Privacy Terms”). If any Personal Data is transferred to a country or territory outside of Singapore,
the Relevant Persons will ensure that the recipient of the Personal Data provides a standard of
protection that is comparable to the protection which Personal Data enjoys under the laws of
Singapore, and where these countries or territories do not have personal data protection laws
which are comparable to that in Singapore, the Relevant Persons will enter into legally enforceable
agreements with the recipients to ensure that they protect the Personal Data to the same standard
as required under the laws of Singapore.
18. In the event that our Company lodges a supplementary or replacement offer document with SGX-
ST acting as agent on behalf of the Authority, the Placement shall be kept open for at least 14 days
after the lodgement of such supplementary or replacement offer document.
L-4
Where prior to the lodgement of the supplementary or replacement offer document, applications
have been made under this Offer Document to subscribe for the Placement Shares and:
(a) where the Placement Shares have not been issued, we shall either:
(i) (A) within two (2) days (excluding any Saturday, Sunday or public holiday) from the
date of lodgement of the supplementary or replacement offer document, give you
notice in writing of how to obtain, or arrange to receive, a copy of the supplementary
or replacement offer document, as the case may be, and provide you with an option to
withdraw your application, and (B) take all reasonable steps to make available within a
reasonable period the supplementary or replacement offer document, as the case may
be, to you if you have indicated that you wish to obtain, or have arranged to receive, a
copy of the supplementary or replacement offer document;
(ii) within seven (7) days from the date of lodgement of the supplementary or replacement
offer document, give you a copy of the supplementary or replacement offer document,
as the case may be, and provide you with an option to withdraw your application; or
(iii) (A) treat your application as withdrawn and cancelled in which case your application
shall be deemed to have been withdrawn and cancelled, and (B) within seven (7) days
from the date of lodgement of the supplementary or replacement offer document,
refund all monies you have paid on account of your application for the Placement
Shares, without interest or any share of revenue or other benefit arising therefrom and
at your own risk and you shall not have any right or claim against us, the Sponsor and
Issue Manager, and/or the Placement Agent; or
(b) where the Placement Shares have been issued, we shall either:
(i) (A) within two (2) days (excluding any Saturday, Sunday or public holiday) from the
date of lodgement of the supplementary or replacement offer document, give you
notice in writing of how to obtain, or arrange to receive, a copy of the supplementary
or replacement offer document, as the case may be, and provide you with an option to
return to us the Placement Shares which you do not wish to retain title in, and (B) take
all reasonable steps to make available within a reasonable period the supplementary
or replacement offer document, as the case may be, to you if you have indicated
that you wish to obtain, or have arranged to receive, a copy of the supplementary or
replacement offer document;
(ii) within seven (7) days from the date of lodgement of the supplementary or replacement
offer document, give you the supplementary or replacement offer document, as the
case may be, and provide you with an option to return to us the Placement Shares
which you do not wish to retain title in; or
(iii) (A) treat the issue of the Placement Shares as void in which case the issue shall be
deemed void and (B) we shall within seven (7) days from the date of lodgement of the
supplementary or replacement offer document, refund all monies you have paid on
account of your application for the Placement Shares, without interest or any share of
revenue or other benefit arising therefrom and at your own risk and you shall not have
any right or claim against us, the Sponsor and Issue Manager, and/or the Placement
Agent.
An applicant who wishes to exercise his option under paragraph 18(a)(i) or (ii) to withdraw his
application shall, within 14 days from the date of lodgement of the supplementary or replacement
offer document, notify us of this, whereupon we shall, within seven (7) days from the receipt of
such notification, pay to him all monies paid by him, without interest or any share of revenue or
other benefit arising therefrom and at his own risk, and he will not have any claim against us, or the
Sponsor and Issue Manager, and/or the Placement Agent.
L-5
An applicant who wishes to exercise his option under paragraph 18(b)(i) or (ii) to return the
Placement Shares issued to him shall, within 14 days from the date of lodgement of the
supplementary or replacement offer document, notify us of this and return all documents, if any,
purporting to be evidence of title to those Placement Shares to us, whereupon we shall, within
seven (7) days from the receipt of such notification and documents, if any, pay to him all monies
paid by him for those Placement Shares, without interest or any share of revenue or other benefit
arising therefrom and at his own risk, and the issue of those Placement Shares shall be deemed
to be void, and he will not have any claim against us, the Sponsor and Issue Manager, and/or the
Placement Agent.
Additional terms and instructions applicable upon the lodgement of the supplementary or
replacement offer document, including instructions on how you can exercise the option to withdraw,
may be found in such supplementary or replacement offer document.
19. You irrevocably authorise CDP to disclose the outcome of your application, including the number
of Placement Shares allotted to you pursuant to your application, to us, the Sponsor and Issue
Manager, and the Placement Agent and any other parties so authorised by the foregoing persons.
20. All payments in respect of any application for the Placement Shares and any refund, shall be made
in S$.
21. Additional terms and conditions for applications by way of Application Form are set out in the
section titled “Additional Terms and Conditions for Applications using Application Form” below.
22. No person in any jurisdiction outside Singapore receiving this Offer Document or its accompanying
documents (including the Application Form) may treat the same as an offer or invitation to
subscribe for any Placement Shares unless such offer or invitation could lawfully be made without
compliance with any regulatory requirements in those jurisdictions.
ADDITIONAL TERMS AND CONDITIONS FOR APPLICATIONS USING APPLICATION FORMS

You shall make an application by way of an Application Form on and subject to the terms and conditions
of this Offer Document including but not limited to the terms and conditions appearing below, this section,
as well as our Constitution.
1. Your application for the Placement Shares must be made using the Application Forms for the
Placement Shares accompanying and forming part of this Offer Document, or such other forms of
application as the Sponsor and Issue Manager, and the Placement Agent may deem appropriate.
We draw your attention to the detailed instructions contained in the Application Forms and this
Offer Document for the completion of the Application Form which must be careful followed. Our
Company, in consultation with the Sponsor and Issue Manager, and the Placement Agent
reserves the right to reject applications which do not conform strictly to the instructions
set out in the Application Forms and this Offer Document or to the terms and conditions
of this Offer Document or which are illegible, incomplete, incorrectly completed or which
are accompanied by improperly drawn up or improper forms of remittances or remittances
which are not honoured upon the first presentation.
2. Your Application Forms must be completed in English. Please type or write clearly in ink using
BLOCK LETTERS.
3. All spaces in the Application Form except those under the heading “FOR OFFICIAL USE ONLY”
must be completed and the words “NOT APPLICABLE” or “N.A.” should be written in any space
that is not applicable.
L-6
4. Individuals, corporations, approved nominee companies and trustees must give their names in full.
If you are an individual, you must make your application using your full names as it appears in
your identity cards (if you have such an identification document) or in your passports and, in the
case of a corporation, in your full name as registered with a competent authority. If you are a non-
individual, you must complete the Application Form under the hand of an 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
constitution or equivalent constitutive documents of the corporation. If you are a corporate applicant
and your application is successful, a copy of your constitution or equivalent constitutive documents
must be lodged with our Company’s Share Registrar and Share Transfer Office. Our Company, the
Sponsor and Issue Manager, and the Placement Agent 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 on 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.
6. You (whether you are an individual or corporate applicant, whether incorporated or unincorporated
and wherever incorporated or constituted) will be required to declare whether you are a citizen
or permanent resident of Singapore or a corporation in which citizens or permanent residents of
Singapore or anybody corporate constituted under any statute of Singapore having an interest in
the aggregate of more than 50% of the issued share capital of or interests in such corporations.
If you are an approved nominee company, you are required to declare whether the beneficial
owner of our Shares is a citizen or permanent resident of Singapore or a corporation, whether
incorporated or unincorporated and wherever incorporated or constituted, in which citizens or
permanent residents of Singapore or any body corporate whether incorporated or unincorporated
and wherever incorporated or constituted under any statute of Singapore have an interest in the
aggregate of more than 50% of the issued share capital of or interests in such corporation.
7. Your application must be accompanied by a remittance in Singapore currency for the full amount
payable, in respect of the number of Placement Shares applied for, in the form of a BANKER’S
DRAFT or CASHIER’S ORDER drawn on a bank in Singapore, made out in favour of “RGD
SHARE ISSUE ACCOUNT” crossed “A/C PAYEE ONLY”, and 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 will not be accepted. We
will reject remittances bearing “NOT TRANSFERABLE” or “NON TRANSFERABLE” crossings.
We reserve the right to reject any application which is accompanied by combined Banker’s Draft
or Cashier’s Order for different CDP Securities Accounts. No acknowledgement or receipt will
be issued by our Company, the Sponsor and Issue Manager, and/or the Placement Agent for
applications and application monies received.
8. The completed and signed Application Form and your remittance in full in respect of the number of
Placement Shares applied for (in accordance with the terms and conditions of this Offer Document)
with your name and address written clearly on the reverse side, must be enclosed and sealed in
an envelope to be provided by you. You must affix adequate Singapore postage on the envelope
(if dispatching by ordinary post) and thereafter the sealed envelope must be DESPATCHED
BY ORDINARY POST OR DELIVERED BY HAND at your own risk to RESOURCES GLOBAL
DEVELOPMENT LIMITED. C/O B.A.C.S. PRIVATE LIMITED, 8 ROBINSON ROAD, #08-00 ASO
BUILDING, SINGAPORE 048544, to arrive by 12.00 noon on 29 January 2020 or such other
L-7
time as our Company may, in consultation with the Sponsor and Issue Manager, and the
Placement Agent, in their absolute discretion, decide. Local Urgent Mail or Registered
Post must NOT be used. No acknowledgement of receipt will be issued for any application or
remittance received.
9. Applications that are illegible, incomplete, incorrectly completed or which are accompanied by
improperly draw up or improper forms of remittances or remittances which are not honoured upon
the first presentation are liable to be rejected.
10. 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 within 24 hours
of balloting of applications at your own risk. Where your application is rejected or accepted in part
only, the full amount or the balance of the application monies, as the case may be, will be refunded
(without interest or any share of revenue or other benefit arising therefrom) to you by ordinary post
at your own risk within 14 days after the close of the Application List, provided that the remittance
accompanying such application which has been presented for payment or other processes has
been honoured and application monies have been received in the designated share issue account.
In the event that the Placement is cancelled by us following the termination of the Management
and Sponsorship Agreement and/or the Placement Agreement, the application monies received 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 five (5) Market Days of the termination of the Placement. In
the event that the Placement is cancelled by us following the issuance of a Stop Order by the SGX-
ST, acting as an agent on behalf of the Authority, the application monies received 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 days from the date of the Stop Order.
11. Capitalised terms used in the Application Form and defined in this Offer Document shall bear the
meanings assigned to them in this Offer Document.
12. You irrevocably agree and acknowledge that your application is subject to risks of fires, acts of
God and other events beyond the control of our Company, our Directors, the Sponsor and Issue
Manager, the Placement Agent and/or any other party involved in the Placement, and if, in any
such event, our Company, the Sponsor and Issue Manager, and/or the Placement Agent does
not receive your Application Form, you shall have no claim whatsoever against our Company,
the Sponsor and Issue Manager, the Placement Agent and/or any other party involved in the
Placement for the Placement Shares applied for or for any compensation, loss or damage.
13. By completing and delivering the Application Form, you agree that:
(a) in consideration of our Company having distributed the Application Form to you and agreeing
to close the Application List at 12.00 noon on 29 January 2020 or such other time or
date as our Company may, in consultation with the Sponsor and Issue Manager, and the
Placement Agent, decide:
(i) your application is irrevocable; and
(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;
(b) neither our Company, the Sponsor and Issue Manager, the Placement Agent nor any other
party involved in the Placement shall be liable for any delays, failures or inaccuracies in the
recording, storage or in the transmission or delivery of data relating to your application to us
or CDP due to breakdowns or failure of transmission, delivery or communication facilities or
any risks referred to in paragraph 10 above or to any cause beyond their respective control;
L-8
(c) all applications, acceptances and contracts resulting therefrom under the Placement shall
be governed by and construed in accordance with the laws of Singapore and that you
irrevocably submit to the non-exclusive jurisdiction of the Singapore courts;
(d) in respect of the Placement Shares for which your application has been received and not
rejected, acceptance of your application shall be constituted by written notification and not
otherwise, notwithstanding any remittance being presented for payment by or on behalf of
our Company;
(e) you will not be entitled to exercise any remedy of rescission for misrepresentation at any
time after acceptance of your application;
(f) in making your application, reliance is placed solely on the information contained in this
Offer Document and that none of our Company, the Sponsor and Issue Manager, the
Placement Agent or any other person involved in the Placement shall have any liability for
any information not so contained;
(g) you consent to the Personal Data Privacy Terms set out in this Offer Document; and
(h) you irrevocably agree and undertake to subscribe for the number of Placement Shares
applied for as stated in the Application Form or any smaller number of such Placement
Shares that may be allotted to you in respect of your application. In the event that
our Company decides to allot a smaller number of Placement Shares or not to allot any
Placement Shares to you, you agree to accept such decision as final.
14. By completing and delivering the Application Form, you declare that you do not possess more than
one (1) individual direct Securities Account with CDP.
L-9
144 Robinson Road, #07-01 Robinson Square
Singapore 068908
www.rgd.sg

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RESOURCES GLOBAL DEVELOPMENT LIMITED

(Incorporated in Singapore on 12 December 2018)

Tapping Indonesia’s Growing Demand for

Placement in respect of 15,000,000 Placement Shares at S$0.20 each,

COAL SHIPPING SERVICES

Coal Trading Business

Secured ﬁxed term coal sale and purchase contracts

Duration of each shipment takes up to 4 weeks for a return trip.

Our Relatively Young and Well-Maintained Fleet

Each vessel is equipped with a vessel tracking system to track

Operating ﬂeet size expansion

Established reputation and long-standing

Relatively young and well-maintained ﬂeet

Dedicated and experienced management team with

(S$’m) FY2016 FY2017 FY2018 1H2018 1H2019

(S$’m) 31 Dec 2016 31 Dec 2017 31 Dec 2018 30 Jun 2019

CORPORATE INFORMATION .............................................................................................................. 4

EXECUTIVE OFFICERS .................................................................................................................. 162

BOARD OF DIRECTORS : Mr Gouw Eng Seng (Independent Non-Executive

COMPANY SECRETARY : Mr Yeo Tze Khern (CA and FCPA)

REGISTERED OFFICE : 80 Raffles Place

PRINCIPAL PLACES OF BUSINESS : Grand ITC Permata Hijau

144 Robinson Road

SHARE REGISTRAR : B.A.C.S Private Limited

SPONSOR AND ISSUE MANAGER : ZICO Capital Pte. Ltd.

PLACEMENT AGENT : UOB Kay Hian Private Limited

INDEPENDENT AUDITOR AND : Baker Tilly TFW LLP

Partner-in-charge: Mr Khor Boon Hong

SOLICITORS TO THE PLACEMENT : Withers KhattarWong LLP

LEGAL ADVISER TO OUR COMPANY : Roosdiono & Partners

INDEPENDENT FINANCIAL ADVISER : Xandar Capital Pte. Ltd.

RECEIVING BANK : United Overseas Bank Limited

COMPANIES AND PERSON IN OUR GROUP

“Group” : Our Company, PT DNS and PT DPAL

“Group Company” : Each of our Company, PT DNS and PT DPAL

“Indonesian Subsidiaries” : PT DNS and PT DPAL

“PT DNS” : PT Deli Niaga Sejahtera

“PT DPAL” : PT Deli Pratama Angkutan Laut

OTHER CORPORATIONS, AGENCIES AND ENTITIES

“BKI” : Indonesian Classification Bureau (Biro Klasifikasi Indonesia)

“BKPM” : Indonesia Investment Coordinating Board (Badan Koordinasi

“CDP” : The Central Depository (Pte) Limited

“CPF” : The Central Provident Fund

“Deli International” or “DIR” : Deli International Resources Pte. Ltd.

“DGMC” : Directorate General of Minerals and Coal

“Ever Grace” : Ever Grace International Trading Limited

“HBA” : Harga Batubara Acuan, an index promulgated by the

“IACS” : International Association of Classification Societies

“IFA” or “Xandar Capital” : Xandar Capital Pte. Ltd.

“MEMR” : Indonesian Minister of Energy and Mineral Resources (Menteri

“MOLHR” : The Minister of Law and Human Rights of the Republic of

“MoT” : The Minister of Transportation of the Republic of Indonesia

“NK” : Nippon Kaiji Kyokai

“PT AJE” : PT Angsana Jaya Energi

“PT AMJ” : PT Akbar Mitra Jaya

“PT DAY” : PT Daidan Aditama Yaksa

“PT DIS” : PT Deli Indonesia Sejahtera

“PT Geo Mineral” : PT Geo Mineral Trading

“PT KNG” : PT Karya Niaga Gemilang

“PT MMPJ” : PT Megah Mulia Persada Jaya

“PT PCN” : PT Prolindo Cipta Nusantara

“PT PSB” : PT Prima Sarana Bahari

“PT SAMU” : PT Sumber Alam Makmur Utama

“PT SDJ” : PT Sungai Danau Jaya