SC GLOBAL DEVELOPMENTS LTD - FinanzNachrichten.de · “Circular” : This circular dated 2 6 December 2012 issued by the Company to Shareholders in relation to the Offer “ Closing

CIRCULAR DATED 2 6 DECEMBER 2012

THIS CIRCULAR IS IMPORTANT AS IT CONTAINS THE RECOMMENDATION OF THE INDEPENDENT DIRECTORS OF SC GLOBAL DEVELOPMENTS LTD (“COMPANY”) AND THE ADVICE OF PRIMEPARTNERS CORPORATE FINANCE PTE. LTD. TO THE INDEPENDENT DIRECTORS OF THE COMPANY. THIS CIRCULAR REQUIRES YOUR IMMEDIATE ATTENTION AND YOU SHOULD READ IT CAREFULLY.

If you are in any doubt in relation to this Circular or as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant, tax adviser or other professional adviser immediately.

If you have sold or transferred all your ordinary shares (“Shares”) in the capital of the Company you should immediately forward this Circular to the purchaser, the transferee or the bank, stockbroker or agent through whom you effected the sale or transfer for onward transmission to the purchaser or the transferee .

The Singapore Exchange Securities Trading Limited assumes no responsibility for the correctness of any of the statements made, reports contained or opinions expressed in this Circular.

SC GLOBAL DEVELOPMENTS LTD(Incorporated in Singapore)

(Company Registration No. 197702459K)

CIRCULAR TO SHAREHOLDERS

in relation to the

VOLUNTARY UNCONDITIONAL CASH OFFER

by

DBS Bank Ltd.(Incorporated in Singapore)

(Company Registration No. 196800306E)

for and on behalf of

MYK HOLDINGS PTE. LTD.(Incorporated in the Republic of Singapore)

Company Registration No. 201228092N

to acquire all the issued and paid-up ordinary shares in the capital of the Company

Independent Financial Adviser to the Independent Directors of the Company

PrimePartners Corporate Finance Pte. Ltd. (Incorporated in Singapore)

(Company Registration No. 200207389D)

SHAREHOLDERS SHOULD NOTE THAT THE OFFER DOCUMENT (AS DEFINED HEREIN) STATES THAT THE OFFER WILL REMAIN OPEN FOR ACCEPTANCE UNTIL 5.30 P.M. ON 16 JANUARY 2013 OR SUCH LATER DATE(S) AS MAY BE ANNOUNCED FROM TIME TO TIME BY OR ON BEHALF OF THE OFFEROR.ACCORDINGLY, SHAREHOLDERS WHO WISH TO ACCEPT THE OFFER MUST DO SO BY SUCH TIME AND DATE.

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CONTENTS

Page

CORPORAT E INFORMATION ............................................................................................................. 2

DEFINITIONS ....................................................................................................................................... 3

CAUTIONARY NOTE ON FOR WARD-LOOKING STATEMENTS ...................................................... 7

SUMMARY TIMETABLE ...................................................................................................................... 8

LETTER TO SHAREHOLDERS FROM THE BOARD OF DIRECTORS OF THE COMPANY ............ 9

1. BACKGROUND .......................................................................................................................... 9

2. THE OFFER ............................................................................................................................... 9

3. INFORMATION ON THE OFFEROR AND PARTIES ACTING IN CONCERT WITH IT. ............ 10

4. IRREVOCABLE UNDERTAKINGS ............................................................................................. 11

5. OFFEROR’S RATIONALE AND INTENTIONS .......................................................................... 11

6. DIRECTORS’ INTERESTS AND INTENTIONS ......................................................................... 15

7. ADVICE AND RECOMMENDATIONS ........................................................................................ 16

8. ACTION TO BE TAKEN BY SHAREHOLDERS ......................................................................... 19

9. OVERSEAS SHAREHOLDERS ................................................................................................. 20

10. INFORMATION PERTAINING TO CPFIS INVESTORS ............................................................. 21

11. RESPONSIBILITY STATEMENTS ............................................................................................. 21

LETTER FROM PRIMEPARTNERS CORPORATE FINANCE PTE. LTD. TO THE INDEPENDENT DIRECTORS .............................................................................................................. 22

APPENDICES

I. ADDITIONAL GENERAL INFORMATION

II. ADDITIONAL INFORMATION ON THE OFFEROR

III. EXTRACTS FROM THE COMPANY’S ARTICLES OF ASSOCIATION

IV. STATEMENTS OF PROSPECTS

V. LETTER FROM KPMG IN RELATION TO THE STATEMENTS OF PROSPECTS

VI. LETTER FROM PRIMEPARTNERS CORPORATE FINANCE PTE. LTD. IN RELATION TO THE STATEMENTS OF PROSPECTS

V II. AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF THE GROUP FOR FY2011

VIII. UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS OF THE GROUP FOR 3Q2012

IX. VALUATION REPORTS PREPARED IN CONNECTION WITH THE VOLUNTARY UNCONDITIONAL CASH OFFER

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CORPORATE INFORMATION

Board of Directors : Mr Simon Cheong Sae Peng (Chairman & CEO)Mrs Elizabeth Sam (Non-Executive Independent Director)Mr Herman Ronald Hochstadt (Non-Executive Independent Director)Mr David Tsang Sze Hang (Executive Director & Director of Corporate Finance)

Company Secretary : Tan Wee Boon John (Chen Weiwen)

Registered Offi ce : SC Global Developments Ltd200 Newton Road#09-01Singapore 307983

Share Registrar and Transfer Offi ce

: B.A.C.S. Pte Ltd63 Cantonment RoadSingapore 089758

Independent Financial Adviser to the Independent Directors in respect of the Offer

: PrimePartners Corporate Finance Pte. Ltd.20 Cecil Street#21-02 Equity Plaza Singapore 049705

Legal Adviser to the Company in respect of the Offer

: Stamford Law Corporation10 Collyer Quay #27-00Ocean Financial CentreSingapore 049315

Auditors of the Company : KPMG LLP16 Raffl es Quay #22-00Hong Leong BuildingSingapore 048581

Partner-in-charge: Mr Barry Lee Chin Siang(since fi nancial year 2009 )

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DEFINITIONS

Except where the context otherwise requires, the following defi nitions apply throughout this Circular:

“Acceptance Forms” : The FAA and the FAT collectively, or either one of them (as the case may be)

“Articles” : The articles of association of the Company

“Business Day” : A day (other than a Saturday, Sunday or gazetted public holiday) on which commercial banks are open for business in Singapore

“CDP” : The Central Depository (Pte) Limited

“Cheong SP” : Cheong SP Holdings Pte Ltd

“Circular” : This circular dated 2 6 December 2012 issued by the Company to Shareholders in relation to the Offer

“Closing Date” : 5.30 p.m. on 16 January 2013 or such later date(s) as may be announced from time to time by or for and on behalf of the Offeror, such date being the last day for the lodgement of acceptance of the Offer

“Code” : The Singapore Code on Take-overs and Mergers

“Companies Act” : The Companies Act, Chapter 50 of Singapore

“Company” or “SC Global” : SC Global Developments Ltd

“Concert Party” : Any party acting in concert with the Offeror in connection with the Offer

“CPF” : The Central Provident Fund

“CPF Agent Banks” : The agent banks included and as defi ned under the CPFIS

“CPFIS” : The Central Provident Fund Investment Scheme

“CPFIS Investors” : Investors who have purchased Shares using their monies pursuant to CPFIS

“Cresmon” : Cresmon Pte Ltd

“CST” : Mr Cheong Soon Teik @ Choong Soon Teik

“DBS Bank” : DBS Bank Ltd., the Offeror’s fi nancial adviser

“Despatch Date” : 19 December 2012, being the date of despatch of the Offer Document

“Edenlia” : Edenlia Pte Ltd

“KPMG” : KPMG LLP, being the auditors of the Company

“FAA” : Form of Acceptance and Authorisation, which is applicable to Shareholders whose Offer Shares are deposited with CDP and which forms part of the Offer Document

“FAT” : Form of Acceptance and Transfer, which is applicable to Shareholders whose Offer Shares are held in scrip form and which forms part of the Offer Document

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DEFINITIONS

“FY” : Financial year ending or ended 31 December

“Group” : The Company, its subsidiaries and associated companies

“IFA” or “PPCF” : PrimePartners Corporate Finance Pte. Ltd., the independent fi nancial adviser to the Independent Directors in respect of the Offer

“IFA Letter” : Has the meaning ascribed to it in Section 7.1 of this Circular

“Independent Directors” : The Directors of the Company who are considered independent for the purposes of making the recommendation to Shareholders in respect of the Offer, namely, Mrs Elizabeth Sam, Mr Herman Ronald Hochstadt and Mr David Tsang Sze Hang

“Internal Restructuring” : The transfer of all of the Shares held by Roveron, Meridon, Cresmon and Edenlia to Cheong SP in accordance with the Offeror’s fi nancing arrangements for the Offer

“Last Trading Day” : 30 November 2012 (being the last market day on which there were trades on the SGX-ST prior to the Offer Announcement Date)

“Latest Practicable Date” : 21 December 2012, being the latest practicable date prior to the printing of this Circular

“Listing Manual” : The Listing Manual of the SGX-ST, as amended up to the Latest Practicable Date

“Madam Ding” : Madam Ding Li Feng @ Ting Li Feng

“Market Day” : A day on which the SGX-ST is open for trading of securities

“Meridon” : Meridon Pte. Ltd.

“Offer” : The voluntary unconditional cash offer made by DBS, for and on behalf of the Offeror, to acquire all the Offer Shares, on the terms and subject to the conditions set out in the Offer Document, the FAA and the FAT

“Offer Announcement” : The announcement of the Offer released by DBS, for and on behalf of the Offeror, on the Offer Announcement Date

“Offer Announcement Date”

: 5 December 2012, being the date of the Offer Announcement

“Offer Document” : The offer document dated 19 December 2012 issued by DBS, for and on behalf of the Offeror, to Shareholders

“Offer Price” : S$1.80 in cash for each Offer Share

“Offer Shares” : All the Shares to which the Offer relates, as more particularly defi ned in Section 2.2 of this Circular

“Offeror” : MYK Holdings Pte. Ltd.

“Overseas Shareholder” : Has the meaning ascribed to it in Section 9.1 of this Circular

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DEFINITIONS

“Register” : The register of holders of Shares, as maintained by the Registrar

“Registrar” : B.A.C.S. Private Limited

“Relevant Persons” : The Offeror, SC, Madam Ding, CST, each of the SC Group Companies and DBS

“Roveron” : Roveron Pte Ltd

“SC” : Mr Simon Cheong Sae Peng

“SC Group Companies” : A collective group of companies consisting of Cheong SP, Roveron, Meridon, Cresmon and Edenlia

“Securities Account” : A securities account maintained by a depositor with CDP, but does not include a securities sub-account

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

“SGX-ST” : Singapore Exchange Securities Trading Limited

“Shareholders” : The holders of Offer Shares, including persons whose Offer Shares are deposited with CDP

“Shares” : Issued and paid-up ordinary shares in the capital of the Company

“SIC” : The Securities Industry Council of Singapore

“Substantial Shareholder” : A person (including a corporation) who has an interest in not less than 5 per cent. of the issued voting Shares of the Company

“IH” : The six month period ending or ended 30 June

“3Q” : The three month period ending or ended 30 September

“ 9M ” : The nine month period ending or ended 30 September

“S$” and “cents” : Singapore dollars and cents respectively, being the lawful currency of Singapore

“%” or “per cent.” : Percentage or per centum

The term “acting in concert” shall have the meaning ascribed to it in the Code, and references to “concert parties” shall be construed accordingly.

The term “associated company” shall have the meaning ascribed to it in the Listing Manual.

The terms “depositor”, “depository agent” and “depository register” shall have the meanings ascribed to them respectively in Section 130A of the Companies Act.

The term “subsidiaries” and “related corporations” shall have the meanings ascribed to them respectively in the Companies Act.

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

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DEFINITIONS

The headings in this Circular are inserted for convenience only and shall be ignored in construing this Circular.

Any discrepancies in this Circular between the listed amounts and the total thereof are due to rounding. Accordingly, fi gures may have been adjusted to ensure that totals refl ect an arithmetic aggregation of the fi gures that precede them.

Any reference in this Circular to any enactment is a reference to that enactment as for the time being amended or re-enacted. Any word defi ned under the Companies Act, the Code, the Listing Manual or any statutory or regulatory modifi cation thereof and not otherwise defi ned in this Circular, shall have the meaning assigned to it under the Companies Act, the Code, the Listing Manual or any such statutory or regulatory modifi cation thereof, as the case may be, unless the context otherwise requires.

Any reference to a time of day and date in this Circular is made by reference to Singapore time and date, unless otherwise stated.

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CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS

All statements other than statements of historical facts included in this Circular are or may be forward-looking statements. Forward-looking statements include but are not limited to those using words such as “seek”, “expect”, “anticipate”, “estimate”, “believe”, “intend”, “project”, “plan”, “strategy”, “forecast” and similar expressions or future or conditional verbs such as “will”, “if”, “would”, “should”, “could”, “may” and “might”. These statements refl ect the Company’s current expectations, beliefs, hopes, intentions or strategies regarding the future and assumptions in light of currently available information. Such forward-looking statements are not guarantees of future performance or events and involve known and unknown risks and uncertainties. Accordingly, actual results may differ materially from those described in such forward-looking statements. Shareholders should not place undue reliance on such forward-looking statements, and the Company assumes no obligation to update publicly or revise any forward-looking statement.

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SUMMARY TIMETABLE

Date of despatch of Offer Document : 19 December 2012.

Date of despatch of Circular : 2 6 December 2012.

Closing Date : 5.30 p.m. on 16 January 2013, or such later date(s) as may be announced from time to time by or for and on behalf of the Offeror.

Date of settlement of consideration for valid acceptances of the Offer

: Within 10 days after the date of receipt of each valid acceptance.

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LETTER TO SHAREHOLDERS FROM THE BOARD OF DIRECTORS

SC GLOBAL DEVELOPMENTS LTD(Incorporated in Singapore)

(Company Registration No.: 197702459K)

Board of Directors: Registered Offi ce:

Mr Simon Cheong Sae Peng (Chairman & CEO) 200 Newton RoadMrs Elizabeth Sam (Non-Executive Independent Director) #09-01Mr Herman Ronald Hochstadt (Non-Executive Independent Director) Singapore 307983Mr David Tsang Sze Hang (Executive Director & Director of Corporate Finance)

2 6 December 2012

To: The Shareholders of the Company

Dear Sir / Madam

VOLUNTARY UNCONDITIONAL CASH OFFER BY THE OFFEROR FOR THE OFFER SHARES

1. BACKGROUND

1.1 Offer Announcement. On 5 December 2012, DBS announced, for and on behalf of the Offeror, that the Offeror intends to make a voluntary unconditional cash offer for all the issued ordinary shares in the capital of the Company.

A copy of the Offer Announcement is available on the website of the SGX-ST at www.sgx.com.

1.2 Offer Document. Shareholders should have received a copy of the Offer Document, setting out, inter alia, the terms and conditions of the Offer. Shareholders are advised to read the terms and conditions of the Offer set out in the Offer Document carefully.

A copy of the Offer Document is available on the website of the SGX-ST at www.sgx.com.

1.3 Purpose of Circular. The purpose of this Circular is to provide Shareholders with relevant information pertaining to the Offer and to set out the recommendation of the Independent Directors and the advice of the IFA to the Independent Directors. The IFA has been appointed as the independent fi nancial adviser to advise the Independent Directors in respect of the Offer. Shareholders should read the Offer Document, this Circular and the IFA Letter carefully and consider the recommendation of the Independent Directors and the advice of the IFA to the Independent Directors in respect of the Offer before deciding whether or not to accept the Offer.

2. THE OFFER

Based on the information set out in the Offer Document, DBS has, for and on behalf of the Offeror, offered to acquire the Offer Shares on the terms and subject to the conditions set out in the Offer Document, the FAA and the FAT. The principal terms and conditions of the Offer, as extracted from the Offer Document, are set out below:

2.1 Offer Price. As set out in the Offer Document, the Offer is made on the following basis:

For each Offer Share: S$1.80 in cash.

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2.2 Offer Shares. The Offer will be extended to any Shares owned, controlled or agreed to be acquired by any Concert Party in accordance with Section 139 of the SFA and the Code and all new Shares (if any) unconditionally issued or to be issued pursuant to the (i) valid vesting or release of any awards for new Shares granted under the SC Global Performance Share Scheme 2012 or (ii) valid exercise of any option granted under the SC Global Share Option Scheme 2012. As at the Latest Practicable Date, there are no outstanding options under the SC Global Share Option Scheme 2012 which may be exercised and result in Shares being issued, on or prior to the close of the Offer. For the purpose of the Offer, the expression “Offer Shares” shall include such Shares.

2.3 No Encumbrances. The Offer Shares will be acquired (i) fully paid, (ii) free from all liens, equities, mortgages, charges, encumbrances, rights of pre-emption and other third party rights and interests of any nature whatsoever, and (iii) together with all rights, benefi ts and entitlements attached thereto as at the Offer Announcement Date and thereafter attaching thereto, including but not limited to all voting rights, the right to receive and retain all dividends, other distributions (if any) announced, declared, paid or made by the Company on or after the Offer Announcement Date . If any dividend, other distribution or return of capital is declared, paid or made by the Company on or after the Offer Announcement Date to a Shareholder who accepts or who has accepted the Offer, the Offeror will reduce the Offer Price payable to such accepting Shareholder by the amount of such dividend, distribution or return of capital.

2.4 No conditions to the Offer. The Offer is not subject to any conditions and is unconditional in all respects.

2.5 Warranty. A Shareholder who tenders his Offer Shares in acceptance of the Offer will be deemed to have unconditionally and irrevocably warranted that he sells such Offer Shares as or on behalf of the benefi cial owner(s) thereof (i) fully paid, (ii) free from all liens, equities, mortgages, charges, encumbrances, rights of pre-emption and any other third party rights or interests of any nature whatsoever and (iii) together with all rights, benefi ts and entitlements attached to them as at the Offer Announcement Date and thereafter attaching thereto, including but not limited to all voting rights, the right to receive and retain all dividends, rights, distributions (if any) announced, declared, paid or made by the Company on or after the Offer Announcement Date.

2.6 Further terms of the Offer. Further details of the Offer, including details on (i) the duration of the Offer; (ii) the settlement of the consideration for the Offer; (iii) the requirements relating to the announcement of the level of acceptance of the Offer; and (iv) the right of withdrawal of the acceptances of the Offer, are set out in Appendix 1 to the Offer Document.

2.7 Procedures for Acceptance. The procedures for the acceptance of the Offer are set out in Appendix 2 to the Offer Document.

3. INFORMATION ON THE OFFEROR AND ITS CONCERT PARTIES

3.1 Information on the Offeror and its Concert Parties as set out in Section 7 of the Offer Document, is reproduced below. Unless otherwise stated, all terms and expressions used in the extract below shall have the meanings given to them in the Offer Document.

“7.1 Offeror. The Offeror is a private company limited by shares incorporated in Singapore on 15 November 2012 for the purposes of making the Offer and holding the Offer Shares. Its principal activity is investment holding. As at the Latest Practicable Date, the Offeror has an issued and paid-up share capital of S$100,000 comprising 100,000 ordinary shares. The Offeror is wholly-owned by SC and the sole director of the Offeror is SC.

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7.2 Concert Parties. SC also has a controlling interest in Cheong SP, which has a direct interest in 113,001,664 Shares, representing approximately 27.32 per cent. of the issued share capital of SC Global as at the Latest Practicable Date. Cheong SP has a deemed interest in an aggregate of 108,676,708 Shares held by Roveron and Meridon 1 respectively, representing approximately 26.27 per cent. of the issued share capital of SC Global as at the Latest Practicable Date. The two directors of Cheong SP are SC and CST. SC’s spouse, Madam Ding, has a direct interest in 718,588 Shares2 , representing approximately 0.17 per cent. of the issued share capital of SC Global as at the Latest Practicable Date. The direct and indirect shareholding in SC Global of the respective Concert Parties, being SC, Madam Ding, CST and the relevant SC Group Companies are set out in Appendix 5 to this Offer Document.”

3.2 Appendix 3 to the Offer Document sets out certain additional information of the Offeror, which is reproduced in Appendix II to this Circular.

4. IRREVOCABLE UNDERTAKINGS

4.1 Irrevocable Undertakings from the Undertaking Shareholders. The Offeror has received irrevocable undertakings (the “Irrevocable Undertakings”) from SC, Madam Ding and each of the SC Group Companies (“Undertaking Shareholders”) to defer their rights to receive from the Offeror the Offer Price in consideration for their respective Shares which each of them may tender in acceptance of the Offer until after the close of the Offer. The obligations of the Undertaking Shareholders under the Irrevocable Undertakings shall terminate on the earlier occurrence of either of the following events: (i) the Offer is not commenced by the Offeror by way of releasing the Offer Announcement within three (3) Business Days from the date of the execution of the Irrevocable Undertaking; and (ii) the close of the Offer.

4.2 No Other Undertakings to Accept. Save as disclosed in the Offer Document, as at 13 December 2012, none of the Offeror or its Concert Parties has received any irrevocable undertaking from any party to accept or reject the Offer.

5. OFFEROR’S RATIONALE AND INTENTIONS

5.1 General. The full text of the rationale for the Offer and the future plans for the Company as set out in Sections 9 and 10 of the Offer Document has been extracted from the Offer Document and reproduced below . Unless otherwise stated, all terms and expressions used in the extract below shall have the meanings given to them in the Offer Document. Shareholders are advised to read these pages carefully.

“9. Rationale for the Offer.

9.1 Opportunity for Shareholders to Realise their Investment at a Premium. The objective of the Offer is to privatise SC Global while at the same time providing minority Shareholders with an opportunity to exit from SC Global and to realise their investment in the Shares for cash at an attractive price. Based on closing prices and volumes of the Shares traded in the fi ve-year period ending 30 November 2012, being the Last Trading Day, close to 90 per cent. of all Shares transacted below the Offer Price.

1 Roveron holds 37,706,708 Shares in the names of nominees and Meridon holds 70,970,000 Shares in the names of nominees.2 Madam Ding holds the 718,588 Shares in the name of a nominee.

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The Offer Price represents the highest premium offered for a real estate company in Singapore in the past fi ve years based on its premium to the last transacted price of the Shares as quoted on the SGX-ST on the Last Trading Day and the VWAP per Share for the one (1)-month, three (3)-month, six (6)-month and 12-month periods up to and including the Last Trading Day of 49.4 per cent., 57.2 per cent., 58.0 per cent., 62.9 per cent. and 71.1 per cent. respectively3.

The Offer Price also represents a premium of 39.5 per cent. to the highest closing price for the Shares in the 12-month period up to and including the Last Trading Day4.

9.2 Illiquidity of Shares. The trading liquidity of the Shares has generally been thin. In addition, the free fl oat of the Shares on the SGX-ST is low. As disclosed in SC Global’s Annual Report 2011, approximately 28 per cent. of the issued Shares are held by the public as at 21 March 2012. The average daily trading volume as a percentage of SC Global’s free fl oat is less than 0.25 per cent.

The trading volume of the Shares for the 12-month period preceding the Offer Announcement Date is as follows:

Average daily trading volume 243,282 Shares(1)

As a percentage of total issued share capital of SC Global 0.06 per cent.

As a percentage of SC Global’s free fl oat 0.21 per cent.(2)

Notes:

(1) Source: Bloomberg L.P.

(2) Determined based on information disclosed in SC Global’s 2011 Annual Report

Such low liquidity limits the usefulness of a public listing.

As mentioned in Section 9.1 above, the proposed Offer will provide the opportunity for the remaining Shareholders to realise their investments for a cash consideration at a premium over the market prices of the Shares prior to the Offer Announcement Date, an opportunity that would otherwise not be available given the low trading liquidity and low free fl oat of the Shares.

Pursuant to the Code, any offer made by a third party for SC Global must be conditional upon such third party receiving acceptances in respect of voting rights which, together with voting rights acquired or agreed to be acquired before or during such offer, will result in the third party and persons acting in concert with it holding more than 50 per cent. of the voting rights. As at the Latest Practicable Date, the Offeror and its Concert Parties owned, controlled, acquired or have agreed to acquire an aggregate of 251,259,960 Shares, representing approximately 60.74 per cent. of the Shares. Therefore, any offer made by any third party is not capable of being unconditional in respect of acceptances if the Offeror and its Concert Parties do not accept such offer. Payment of valid acceptances may only be made if such offer becomes unconditional in all respects.

As the Offer is unconditional in all respects, following the despatch of this Offer Document, Shareholders who accept the Offer before the Offer closes will be paid the Offer Price for their Offer Shares within 10 days after the receipt by the Offeror of valid and complete acceptances of the Offer and will not incur any brokerage commissions or transaction costs.

3 Source: Relevant shareholders’ circulars obtained from SGXNET.4 Source: Bloomberg L.P.

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9.3 No Necessity to Access Capital Markets. SC Global has been listed on the SGX-ST since 8 December 1982. Its public listing status no longer serves a material purpose as SC Global has not raised any funds from the capital markets for at least the last six (6) years.

9.4 Greater Management Flexibility. Due to the nature of SC Global’s business and the requirement in 2011 to adopt the new INT FRS 115 accounting standard, the performance of SC Global as reported from quarter to quarter may vary depending on the timing of sales, completions of overseas developments, and progress of construction during the quarter. The privatisation would allow the management of SC Global to have greater fl exibility and a longer time horizon to manage and plan its residential property development business as SC Global is dispensed from reporting its performance on a quarterly basis.

9.5 Compliance Costs relating to Listing Status. As a listed entity, SC Global has to incur listing, compliance and other related costs associated with continued listing requirements under the Listing Manual. The privatisation of SC Global will allow it to dispense with listing-related expenses and enable it to instead channel its resources to its business operations .

10. OFFEROR’S INTENTIONS IN RELATION TO SC GLOBAL

10.1 Offeror’s Future Plans for SC Global. The Offeror intends for SC Global to continue its existing business activities and there are no plans to (i) introduce any major changes to the business of SC Global or the operations of any of its subsidiaries, (ii) re-deploy any of the fi xed assets of SC Global or (iii) discontinue the employment of any of the existing employees of SC Global and/or its subsidiaries, other than in the ordinary course of business. However, the Offeror retains the fl exibility at any time to consider any options or opportunities in relation to SC Global which may present themselves and which it may regard to be in the best interests of SC Global.

10.2 Compulsory Acquisition. Pursuant to Section 215(1) of the Companies Act, if the Offeror

receives valid acceptances of the Offer or acquires Offer Shares from the date of this Offer Document otherwise than through valid acceptances of the Offer, in respect of not less than 90 per cent. of the total number of issued Shares (other than those already held by the Offeror, its related corporations or their respective nominees as at the date of this Offer Document), the Offeror would be entitled to exercise the right to compulsorily acquire all the Shares of Shareholders who have not accepted the Offer (“Dissenting Shareholders”).

In such event, the Offeror intends to exercise its right to compulsorily acquire all the Offer Shares not acquired under the Offer. The Offeror will then proceed to delist SC Global from the SGX-ST.

Dissenting Shareholders have the right under and subject to Section 215(3) of the Companies Act, to require the Offeror to acquire their Shares in the event that the Offeror, its related corporations or their respective nominees acquire, pursuant to the Offer, such number of Shares which, together with the Shares held by the Offeror, its related corporations or their respective nominees, comprise 90 per cent. or more of the total number of issued Shares. Dissenting Shareholders who wish to exercise such right are advised to seek their own independent legal advice.

10.3 Listing Status of SC Global. Pursuant to Rule 1105 of the Listing Manual, in the event that the Offeror and its Concert Parties should, as a result of the Offer or otherwise, own or control more than 90 per cent. of the issued Shares, the SGX-ST may suspend the listing of the Shares on the SGX-ST until such time when the SGX-ST is satisfi ed that at least 10 per cent. of the issued Shares are held by at least 500 shareholders of SC Global who are members of the public.

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In addition, pursuant to Rule 723 of the Listing Manual (“Rule 723”), SC Global must ensure that at least 10 per cent. of its total issued Shares (excluding treasury shares) is at all times held in public hands (the “Free Float Requirement”). Pursuant to Rule 724 of the Listing Manual (“Rule 724”), if the percentage of the issued Shares held in public hands falls below 10 per cent., SC Global must, as soon as practicable, announce that fact and the SGX-ST may suspend trading of all the Shares on the SGX-ST. Pursuant to Rule 725 of the SGX-ST Listing Manual (“Rule 725”), the SGX-ST may allow SC Global a period of three (3) months, or such longer period as the SGX-ST may agree, to raise the percentage of issued Shares held by members of the public to at least 10 per cent., failing which SC Global may be delisted from the SGX-ST.

In the event the Offeror is unable to exercise the right to compulsorily acquire all the Offer Shares not acquired under the Offer as set out in Section 10.2 above and the Company does not meet the requirements under Rule 723, the Offeror and its Concert Parties do not intend to maintain or support any action taken or to be taken to meet the Free Float Requirement or maintain the present listing status of the Company.

Accordingly, the Offeror and its Concert Parties do not intend to place out any Shares held by the Offeror and its Concert Parties to members of the public to meet the Free Float Requirement, and if SC Global does not meet the requirements under Rule 723, the SGX-ST will suspend trading of the Shares on the SGX-ST following the close of the Offer (“Suspension”).

As at the Latest Practicable Date, the free fl oat of SC Global was approximately 20.21 per cent. As at the Latest Practicable Date, the Offeror did not own, control or agree to acquire any Shares, and parties acting in concert with the Offeror owned, controlled, acquired or have agreed to acquire, an aggregate of 251,259,960 Shares, representing approximately 60.74 per cent. of the Shares in issue.

If, during the Offer, the directors, chief executive offi cer, substantial shareholders and controlling shareholders of SC Global or its subsidiaries, and/or their respective associates (which would include the Offeror and its Concert Parties) acquire 42,236,750 Shares or more representing not less than approximately 10.21 per cent. of the total Shares in issue, then following the close of the Offer, the SGX-ST may suspend trading in the Shares.

If, for any reason, SC Global continues to meet the requirements under Rule 723 following the close of the Offer, SC Global will remain listed, and trading of the Shares will be maintained, on the SGX-ST and Shareholders should note that there is no assurance that the share price will remain at current levels following the close of the Offer.

10.4 SGX-ST Delisting and Exit Offer. Pursuant to Rule 1307 of the SGX-ST Listing Manual (“Rule 1307”), the SGX-ST may also agree to a delisting of a company listed on the SGX-ST (“ListCo”) if (i) the ListCo convenes a general meeting to obtain shareholder approval for the delisting; (ii) the resolution to delist the ListCo (the “Delisting Resolution”) has been approved by a majority of at least 75 per cent. of the total number of issued shares excluding treasury shares held by the shareholders present and voting, on a poll, either in person or by proxy at the meeting (the ListCo’s directors and controlling shareholder need not abstain from voting on the resolution) and (iii) the Delisting Resolution has not been voted against by 10 per cent. or more of the total number of issued shares excluding treasury shares held by the shareholders present and voting, on a poll, either in person or by proxy at the meeting. Further, pursuant to Rule 1309 of the SGX-ST Listing Manual (“Rule 1309”), the ListCo seeking to delist from the SGX-ST must offer a reasonable exit alternative, which should normally be in cash, to the ListCo’s shareholders. Rule 1309 also requires the ListCo to appoint an independent fi nancial adviser to advise on such reasonable exit alternative.

15


In the event of a Suspension and, as mentioned in Section 10.3 above, as the Offeror has no intention to maintain or support any action taken or to be taken to meet the Free Float Requirement, trading in the Shares will remain suspended and, in such circumstances, Shareholders would not have any exit alternative. Further, pursuant to Rule 33.2 of the Code, as the Offeror may not, within six (6) months of the close of the Offer, acquire or make another offer to acquire Shares on terms better than the terms of the Offer, any exit offer made by the Offeror pursuant to a voluntary delisting in accordance with Rules 1307 and 1309 would be on the same terms as the Offer. It is therefore likely that a Shareholder who did not accept the Offer may also not vote in favour of any Delisting Resolution.

In the event of a Suspension (as set out in Section 10.3 above) and where a Delisting Resolution may not be approved, to ensure that Shareholders are provided with an opportunity to exit from SC Global and to not have to hold for an indefi nite period Shares which are subject to the Suspension, the Offeror has applied for and obtained a conditional confi rmation from the SGX-ST that, in the event that the Company does not meet the Free Float Requirement, the SGX-ST will not have any objection to a waiver of Rule 1307 for the Company to obtain shareholders’ approval for the delisting of SC Global from the SGX-ST (the “SGX-ST Confi rmation”).

The SGX-ST Confi rmation is subject to the following:

a) a reasonable cash exit alternative (the “Exit Offer”) on the same terms and price as the Offer must be made to the Company’s remaining shareholders pursuant to Rule 1309;

b) an unqualifi ed opinion from the board of directors of SC Global and the independent fi nancial adviser (“IFA”) that the Exit Offer price and the terms of the Exit Offer are fair and reasonable and not prejudicial to the interests of the Shareholders;

c) compliance with the provisions under the Code and all applicable laws; and

d) SC Global announcing the SGX-ST Confi rmation, the reasons for seeking the SGX-ST Confi rmation and the conditions as required under Rule 107 of the SGXST Listing Manual.

Only if all of the above conditions are met, following the close of the Exit Offer, the SGX-ST will delist SC Global from the SGX-ST.”

6. DIRECTORS’ INTERESTS AND INTENTIONS

6.1 Interests in Offer Shares. Details of the Directors, including inter alia, the Directors’ direct and deemed interests in the Offer Shares as at the Latest Practicable Date, are set out in Appendix I to this Circular.

6.2 Intentions with regard to the Offer. All Directors who have interests in the Offer Shares intend to accept the Offer in relation to their respective benefi cial holdings of the Offer Shares or sell their Shares in the open market if they can obtain a price higher than the Offer Price (after deducting related expenses).

6.3 Interests in shares of the Offeror. Save for SC, none of the Directors are directly or indirectly interested in any (a) equity share capital, or (b) convertible securities, warrants, options or derivatives of the Offeror.

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7. ADVICE AND RECOMMENDATIONS

7.1 General. Shareholders should read and carefully consider the recommendations of the Independent Directors and the advice of the IFA to the Independent Directors dated 26 December 2012 (“IFA Letter”) before deciding whether to accept or reject the Offer.

7.2 Independence of Directors. Save for SC, all of the Directors consider themselves to be independent for the purposes of making a recommendation on the Offer.

7.3 Advice of the IFA to the Independent Directors. The Independent Directors have carefully considered the advice of the IFA in respect of the Offer, which is set out on pages 22 to 61 of this Circular. The IFA’s advice in respect of the Offer, as extracted from Section 9 of the IFA Letter, is set out below and should be read in conjunction with, and in the context of, the full text of the IFA Letter. Unless otherwise stated, all terms and expressions used in the extract below shall have the meanings given to them in the IFA Letter.

“ In arriving at our opinion on the Offer, we have taken into account the following key considerations (which should be read in conjunction with, and in the context of, the full text of this letter):

Factors in favor of the Offer Price:

(a) The revenue of the Group had declined signifi cantly by approximately 39.7% year-on-year from S$680.4 million in 9M2011 to S$410.6 million in 9M2012 largely due to slower sales. The general consensus of market reports indicate s that the high-end residential property market in Singapore is expected to remain cautious with sales remaining tepid and prices stagnating or declining in the foreseeable future;

(b) The Offer Price of S$1.80 represents a premium of approximately 15.4% over the unaudited NAV per Share of the Company of S$1.56 as at 30 September 2012 despite the Shares ha ving consistently traded at a discount of between 17.3% to 39.4% to the trailing NAV per Share over the 1-year period up to and including the Last Trading Day;

(c) The Offer Price represents a premium of approximately 57.9 % to the average price target of S$1.14 based on the estimates released by 2 analysts after the announcement of the Group’s latest unaudited fi nancial statements for 9M2012 but before the Announcement Date;

(d) The Shares ha ve not traded at or above the Offer Price of S$1.80 since 1 December 2010 up to the Last Trading Day based on the daily closing price ;

(e) The Offer Price represents a signifi cant premium of 50.1%, 71. 1%, 62.9%, 58. 0%, 57.2% and 49.4% over the 2-year, 1-year, 6-month, 3-month and 1-month VWAP and the last transacted price on the Last Trading Day of the Shares respectively;

(f) The trading liquidity of the Shares had been very thin prior to the Announcement Date given that during the 2-year period up to and including the Last Trading Day, the daily average trading volume of the Shares was only approximately 236,675 Shares representing approximately 0.27 % of the Company’s free fl oat;

(g) As compared to the relative performance of the market indices, the current market price and the trading volume of the Shares may have been underpinned by the Offer subsequent to the Announcement Date. As such, there is no assurance that the market price and trading volume of the Shares will be maintained at the prevailing level as at the Latest Practicable Date after the close of the Offer;

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(h) In comparison with the Comparable Companies:

The P/NAV ratio of the Company of 1.15 times as implied by the Offer Price is within the range of the P/NAV ratios and higher than the mean and median P/NAV ratios of 1.10 times and 0.93 times respectively;

The P/RNAV ratio of the Company of 0.80 times as implied by the Offer Price is higher than the P/RNAV ratios of all the Comparable Companies with the exception of Guocoland’s P/RNAV ratio of 0.81 times;

(i) In comparison with the Comparable Precedent Transactions:

The P/RNAV ratio of the Company of 0.80 times as implied by the Offer Price is within the range of the P/RNAV ratios and higher than the median P/RNAV ratio of 0.78 times;

The Offer Price premium of 58. 0%, 57.2% and 49.4% over the 3-month and 1-month VWAP and the last transacted price on the Last Trading Day of the Shares respectively is higher than the maximum offer price premia of 45.3%, 43.6% and 44.4% over the 3-month and 1-month VWAP and the last transacted price on the last trading day of the Comparable Precedent Transactions respectively;

(j) In comparison with the Precedent Privatizations:

The premium of approximately 49.4% implied by the Offer Price over the last transacted price of the Shares on the Last Trading Day is within the range and higher than the mean and median premia of 45.2% and 3 3.3% respectively implied by the respective offer prices paid over the last transacted market prices of the shares;

The premium of approximately 57.2% implied by the Offer Price over the 1-month VWAP of the Shares is within the range and higher than the mean and median premia of 50.4% and 31.0% respectively as implied by the respective offer prices over the 1-month VWAP of the shares;

The premium of approximately 58.0% implied by the Offer Price over the 3-month VWAP of the Shares is within the range and higher than the mean and the median premia of 47.9% and 31.0% respectively as implied by the respective offer prices over 3-month VWAP of the shares;

The premium of approximately 62.9% implied by the Offer Price over the 6-month VWAP of the Shares is within the range and higher than the mean and the median premia of 50.6% and 36.6% respectively as implied by the respective offer prices over the 6-month VWAP of the shares;

(k) The dividend yield of the Company is lower than the mean and median dividend yield of the Comparable Companies and the dividend yield of the STI ETF, suggesting that Shareholders who accept the Offer may potentially experience an increase in dividend income if they re-invest the proceeds from the Offer in the shares of other selected alternative investments;

Factors against the Offer Price:

(l) The Offer Price represents a discount of approximately 5.76% to the last transacted price of the Shares of S$1.910 as at the La test Practicable Date ;

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(m) The Offer Price represents a discount of approximately 20.0% to the RNAV per Share of S$2.2 5. However, we note that the Company has a substantial inventory of unsold units as well as development properties that have uncontracted units expected to be completed in future. Taking into account the outlook for the luxury residential sector in Singapore and the slow take-up rates of the Company’s inventories, the Company may not be able to sell its inventories at the necessary premiums to realise profi ts in the near future. In addition, we wish to highlight that the RNAV per Share calculated is based on the estimated revaluation surpluses on unsold and/or uncompleted development properties and does not take into account factors such as, inter alia, time value of money, market conditions, legal fees, liquidation costs, contractual obligations, regulatory requirements and availability of potential buyers, which would theoretically lower the RNAV that can be realized;

(n) In comparison with the Comparable Precedent Transactions:

The P/NAV ratio of the Company of 1.15 times as implied by the Offer Price is lower than the mean and median P/NAV multiples of 1.38 times and 1.26 times respectively; and

The P/RNAV ratio of the Company of 0.80 times as implied by the Offer Price is lower than the mean P/RNAV of 0.84 times.

Other factors:

(o) As at the Latest Practicable Date, the Offeror and its Concert Parties collectively hold approximately 60.74 % of the Shares and the Company has confi rmed that there is no alternative or competing offer available to the Shareholders. In the event of an alternative or competing offer, we note that unless the Offeror and its Concert Parties accept such alternative or competing offer, any offer made by any third parties would not be capable of becoming unconditional;

(p) The intention of the Offeror to exercise any rights of compulsory acquisition in the event that the Offeror acquires not less than 90% of the total number of issued Shares (other than those already held by the Offeror, its related corporations or their respective nominees as at the Announcement Date and excluding any Shares held by the Company as treasury shares);

(q) The intention of the Offeror not to maintain or support any action taken or to be taken to maintain the listing status of the Company if the Offeror is unable to exercise the right to compulsorily acquire all the Shares not acquired under the Offer and the Company does not meet the Free Float Requirement pursuant to Rule 723 of the Listing Manual ;

(r) As at the Latest Practicable Date, if during the Offer, the Directors, Chief Executive Offi cer, the Offeror and its Concert Parties and/or the Substantial Shareholder acquire another 42,23 4,750 Shares representing approximately 10.21 % of the Shares as at the Latest Practicable Date, the Free Float Requirement will not be met and the SGX-ST would have the right to suspend trading in the Shares following the close of the Offer ;

(s) In the event of a Suspension and where a Delisting Resolution may not be approved, the Offeror has obtained a conditional confi rmation from the SGX-ST that, in the event that the Company does not meet the Free Float Requirement, the SGX-ST will not have any objection to a waiver of Rule 1307 for the Company to obtain shareholders’ approval for the delisting, subject to certain conditions set out in section 10.4 of the Offer Document;

(t) The Offeror has no present intention to make any major changes to the existing business of the Company ; and

19


(u) The Group’s high level of inventory holding and indebtedness means that a material portion of its expected cash fl ow may be required to be dedicated to the payment of interest on its indebtedness, operating costs of maintaining its inventory, and payment of any relevant QC extension charges or penalties, thereby reducing the funds available to the Group for use in its general business operations.

Having considered the aforesaid points including the various factors set out in this letter and summarised in this section, we are of the opinion that, on balance, the fi nancial terms of the Offer are fair and reasonable and are not prejudicial to the interests of minority Shareholders. Based on our opinion and accordingly, we advise the Independent Directors to recommend that Shareholders accept the Offer, unless Shareholders are able to obtain a price higher than the Offer Price in the open market, taking into account all brokerage commissions or transaction costs in connection with open market transactions.”

7.4 Recommendation of the Independent Directors. The Independent Directors, having reviewed and carefully considered the terms of the Offer and the advice given by the IFA to the Independent Directors in the IFA Letter, CONCUR with the advice of the IFA in respect of the Offer.

Accordingly, the Independent Directors recommend Shareholders to ACCEPT the Offer or sell their Shares in the open market if they can obtain a price higher than the Offer Price (after deducting related expenses).

SHAREHOLDERS ARE ADVISED TO READ THE IFA LETTER SET OUT ON PAGES 22 TO 61 OF THIS CIRCULAR CAREFULLY BEFORE DECIDING WHETHER TO ACCEPT OR REJECT THE OFFER.

SHAREHOLDERS SHOULD NOTE THAT THE OPINION AND ADVICE OF THE IFA SHOULD NOT BE RELIED UPON BY ANY SHAREHOLDER AS THE SOLE BASIS FOR DECIDING WHETHER OR NOT TO ACCEPT THE OFFER.

In rendering the advice and the recommendation above, both the IFA and the Independent Directors have not had regard to the general or specific investment objectives, financial situation, tax status or position, risk profi les or unique needs and constraints or other particular circumstances of any individual Shareholder. As different Shareholders would have different investment objectives and profi les, the Independent Directors recommend that any individual Shareholder who may require advice in the context of his specifi c individual circumstances should consult his stockbroker, bank manager, solicitor, accountant, tax adviser or other professional advisers.

8. ACTION TO BE TAKEN BY SHAREHOLDERS

Shareholders who wish to accept the Offer must do so not later than 5.30 p.m. on 16 January 2013, or such later date(s) as may be announced from time to time by or for and on behalf of the Offeror. Shareholders who wish to accept the Offer should refer to Appendix 2 to the Offer Document which sets out the procedures for acceptance of the Offer.

Shareholders who do not wish to accept the Offer need not take any further action in respect of the Offer Document (including the FAA and/or FAT) which has been sent to them.

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9. OVERSEAS SHAREHOLDERS

9.1 Availability of Offer. The availability of the Offer to Shareholders whose addresses are outside Singapore, as shown on the Register or in the records of CDP (as the case may be) (“Overseas Shareholders”) may be affected by the laws of the relevant overseas jurisdiction. Overseas Shareholders should refer to Section 14 of the Offer Document which is reproduced below. Unless otherwise stated, all terms and expressions used in the extract below shall have the meanings given to them in the Offer Document.

“14. OVERSEAS SHAREHOLDERS

14.1 Overseas Shareholders. The availability of the Offer to Shareholders whose addresses are outside Singapore, as shown on the Register or, as the case may be, in the records of CDP (each, an “Overseas Shareholder”) may be affected by the laws of the relevant overseas jurisdictions. Accordingly, all Overseas Shareholders should inform themselves about, and observe any applicable requirements in their own jurisdictions. For the avoidance of doubt, the Offer is made to all Shareholders including those to whom this Offer Document and the Relevant Acceptance Forms have not been, or will not be, sent.

14.2 Overseas Jurisdiction. It is the responsibility of any Overseas Shareholder who wishes to (i) request for this Offer Document, the Relevant Acceptance Forms and/or any related documents, or (ii) accept the Offer to satisfy himself as to the full observance of the laws of the relevant jurisdictions in that connection, including the obtaining of any governmental or other consent which may be required, or compliance with all other necessary formalities or legal requirements, or the payment of any taxes, imposts, duties or other requisite payments due in such jurisdiction. Such Overseas Shareholder shall be liable for any taxes, imposts, duties or other requisite payments payable and the Offeror and any person acting on its behalf (including DBS Bank and CDP) shall be fully indemnifi ed and held harmless by such Overseas Shareholder for any such taxes, imposts, duties or requisite payments that may be required to be paid. If any Shareholder is in any doubt about his position, he should consult his professional adviser in the relevant jurisdiction.

14.3 Copies of the Offer Document. Shareholders (including Overseas Shareholders) may obtain copies of this Offer Document, the Relevant Acceptance Forms and any related documents, during normal business hours up to the Closing Date from the Registrar at 63 Cantonment Road, Singapore 089758 or The Central Depository (Pte) Limited, 4 Shenton Way, #02-01 SGX Centre 2, Singapore 068807. Alternatively, Shareholders (including Overseas Shareholders) may write to the Offeror at MYK Holdings Pte. Ltd. c/o B.A.C.S. Private Limited , 63 Cantonment Road, Singapore 089758, to request for this Offer Document, the Relevant Acceptance Forms and any related documents to be sent to an address in Singapore by ordinary post at his own risk, up to three (3) Market Days prior to the Closing Date.

14.4 Notice. The Offeror and DBS Bank each reserves the right to notify any matter, including the fact that the Offer has been made, to any or all Overseas Shareholders by announcement to the SGX-ST or paid advertisement in a daily newspaper published and circulated in Singapore, in which case such notice shall be deemed to have been suffi ciently given notwithstanding any failure by any Shareholder to receive or see such announcement or advertisement.”

9.2 Copies of Circular. This Circular may not be sent to Overseas Shareholders due to potential restrictions on sending such documents to the relevant overseas jurisdictions. Any affected Overseas Shareholder may, nevertheless, obtain copies of this Circular during normal business hours up to the Closing Date, from the offi ces of the Registrar at 63 Cantonment Road Singapore 089758, or make a request to the Registrar for this Circular to be sent to an address in Singapore by ordinary post at his own risk, up to fi ve (5) Market Days prior to the Closing Date.

21


10. INFORMATION PERTAINING TO CPFIS INVESTORS

CPFIS Investors should refer to Section 15 of the Offer Document which is reproduced below. Unless otherwise stated, all terms and expressions used in the extract below shall have the meanings given to them in the Offer Document.

“15. INFORMATION RELATING TO CPFIS INVESTORS

CPFIS Investors should receive further information on how to accept the Offer from their respective CPF Agent Banks. CPFIS Investors are advised to consult their respective CPF Agent Banks should they require further information and if they are in any doubt as to the action they should take, CPFIS Investors should seek independent professional advice.

CPFIS Investors who wish to accept the Offer are to reply to their respective CPF Agent Banks by the deadline stated in the letter from their respective CPF Agent Banks. CPFIS Investors who accept the Offer will receive the payment for their Offer Shares in their CPF investment accounts.”

11. RESPONSIBILITY STATEMENTS

The Directors (including any Director who may have delegated detailed supervision of this Circular), collectively and individually accept full responsibility for the accuracy of the information given in this Circular (other than the IFA Letter and Appendices V, VI and IX respectively), and confi rm after making all reasonable enquiries that, as at the Latest Practicable Date, to the best of their knowledge and belief, this Circular constitutes full and true disclosure of all material facts about the Offer, the Company and its subsidiaries, and the Directors are not aware of any fact the omission of which would make any statement in this Circular misleading.

The recommendation of the Independent Directors set out in paragraph 7.4 of this Circular is the sole responsibility of the Independent Directors.

In respect of the IFA Letter and Appendices V, VI and IX to this Circular, the sole responsibility of the Directors has been to ensure that the facts stated with respect to the Group are fair and accurate.

Where information in this Circular has been extracted from published or otherwise publicly available sources or obtained from a named source (including information extracted from the Offer Document), the sole responsibility of the Directors has been to ensure that such information has been accurately and correctly extracted from such sources and/or reproduced in this Circular in its proper form and context.

Yours faithfully,For and on behalf of the Board of Directors SC GLOBAL DEVELOPMENTS LTD

Elizabeth SamNon-Executive Independent Director

22

LETTER FROM PRIMEPARTNERS CORPORATE FINANCE PTE. LTD. TO THE INDEPENDENT DIRECTORS

PRIMEPARTNERS CORPORATE FINANCE PTE. LTD.20 Cecil Street

#21-02 Equity PlazaSingapore 049705

2 6 December 2012

To: The Independent Directors SC Global Developments Ltd 200 Newton Road #09-01 Singapore 307983

Dear Sir /Madam

INDEPENDENT FINANCIAL ADVICE TO THE INDEPENDENT DIRECTORS IN RESPECT OF THE VOLUNTARY UNCONDITIONAL CASH OFFER BY DBS BANK LTD. (“DBS”) FOR AND ON BEHALF OF MYK HOLDINGS PTE. LTD. (THE “OFFEROR”) TO ACQUIRE ALL THE ISSUED ORDINARY SHARES IN THE CAPITAL OF SC GLOBAL DEVELOPMENTS LTD (“SC GLOBAL” OR THE “COMPANY”)

1. INTRODUCTION

On 5 December 2012 (the “Announcement Date”), DBS, for and on behalf of the Offeror, announced that the Offeror intends to make a voluntary unconditional cash offer (the “Offer”) for all the issued ordinary shares in the capital of the Company (the “Shares”) at S$1.80 in cash (the “Offer Price”) for each Share. The Offer is not subject to any conditions and is unconditional in all respects.

The Offeror’s sole shareholder is Mr Simon Cheong Sae Peng (“SC”), the Chairman and Chief Executive Offi cer of SC Global. As at the Announcement Date, the Offeror did not hold any Shares. However, SC ha d an aggregate direct and indirect interests in approximately 55.06% of the issued share capital of the Company as at the Announcement Date. As at 21 December 2012 (the “Latest Practicable Date”), the Offeror and its Concert Parties own, control, acquired or have agreed to acquire approximately 60.74% of the Shares in issue.

The Offeror intends to make the Company its wholly-owned subsidiary and does not intend to preserve the listing status of the Company. Accordingly, the Offeror when entitled, intends to exercise the right of compulsory acquisition and does not intend to take steps for any trading suspension of the Shares to be lifted in the event that, inter alia, less than 10% of the total number of Shares (excluding any Shares held by the Company as treasury shares) are held in public hands (the “Free Float Requirement”). In addition, the Offeror has obtained a conditional confi rmation from the SGX-ST that, in the event that the Company does not meet the Free Float Requirement, the SGX-ST will not have any objection to a waiver of Rule 1307 for the Company to obtain Shareholders’ approval for the delisting of SC Global from the SGX-ST subject to certain conditions set out in section 10.4 of the offer document dated 19 December 2012 issued by DBS, for and on behalf of the Offeror to the Shareholders (the “Offer Document”).

PrimePartners Corporate Finance Pte. Ltd. (“PPCF”) has been appointed by the Company to advise the Independent Directors in respect of the Offer. This letter sets out, inter alia, our views and evaluation of the fi nancial terms of the Offer and our opinion thereon, and will form part of the circular dated 2 6 December 2012 (the “Circular”) and issued by the Company providing, inter alia, details of the Offer and the recommendation of the Independent Directors.

Unless otherwise defi ned or the context otherwise requires, all terms defi ned in the Circular shall have the same meaning herein.

23


2. TERMS OF REFERENCE

We have been appointed to advise the Independent Directors on the fi nancial terms of the Offer in compliance with the provisions of the Code. We have confi ned our evaluation to the fi nancial terms of the Offer and have not taken into account the commercial risks and/or commercial merits of the Offer.

Our terms of reference do not require us to evaluate or comment on the rationale for, or the strategic or long-term merits of the Offer or on the future prospects of the Company or the method and terms by which the Offer is made or any other alternative methods by which the Offer may be made. Such evaluations and comments remain the sole responsibility of the Directors, although we may draw upon their views or make such comments in respect thereof (to the extent deemed necessary or appropriate by us) in arriving at our opinion as set out in this letter.

We are not authorised and we have not solicited, any indications of interest from any third party with respect to the Offer. We are therefore not addressing the relative merits of the Offer as compared to any alternative transaction that may be available to the Company (or its Shareholders), or as compared to any alternative offer that might otherwise be available in the future.

In the course of our evaluation of the fi nancial terms of the Offer, we have relied on, and assumed without independent verification, the accuracy and completeness of published information relating to the Company. We have also relied on information provided and representations made, including relevant fi nancial analyses and estimates, by the management of the Company (the “Management”), the Directors, the Company’s solicitors and auditors. We have not independently verifi ed such information or any representation or assurance made by them, whether written or verbal, and accordingly cannot and do not make any representation or warranty, express or implied, in respect of, and do not accept any responsibility for, the accuracy, completeness or adequacy of such information, representation or assurance. We have nevertheless made such enquiries and exercised our judgement as we deemed necessary and have found no reason to doubt the reliability of the information.

We have relied upon the assurances of the Directors that, upon making all reasonable inquiries and to the best of their respective knowledge, information and belief, all material information in connection with the Offer and the Company has been disclosed to us, that such information is true, complete and accurate in all material respects and that there is no other information or fact, the omission of which would cause any information disclosed to us or the facts of or in relation to the Company stated in the Circular to be inaccurate, incomplete or misleading in any material respect. The Directors jointly and severally accept responsibility accordingly.

For the purposes of assessing the fi nancial terms of the Offer and reaching our conclusions thereon, we have not relied upon any fi nancial projections or forecasts in respect of the Company. We will not be required to express, and we do not express, any view on the growth prospects and earnings potential of the Company in connection with our opinion in this letter.

We have not made any independent evaluation or appraisal of the assets and liabilities (including, without limitation, property, plant and equipment, investment properties) of the Company, its subsidiaries and associated companies (the “Group”) and have only relied on the independent valuation report, by Colliers International Consultancy & Valuation (Singapore) Pte Ltd (the “Independent Valuer”) in relation to the valuation of the Revalued Properties (as defi ned herein) as at 14 December 2012.

Our opinion as set out in this letter is based upon market, economic, industry, monetary and other conditions in effect on, and the information provided to us as at the Latest Practicable Date. Such conditions may change signifi cantly over a relatively short period of time. We assume no responsibility to update, revise or reaffi rm our opinion in light of any subsequent development after the Latest Practicable Date that may affect our opinion contained herein. Shareholders should further take note of any announcements relevant to their consideration of the Offer which may be released by the Company and/or the Offeror after the Latest Practicable Date.

24


In rendering our opinion, we did not have regard to the specifi c investment objectives, fi nancial situation, tax status, risk profi les or unique needs and constraints of any individual Shareholder. As each Shareholder would have different investment objectives and profi les, we would advise the Independent Directors to recommend that any individual Shareholder who may require specifi c advice in relation to his investment objectives or portfolio should consult his stockbroker, bank manager, solicitor, accountant or other professional adviser immediately. As such, our opinion should not be the sole basis for deciding whether or not to accept the Offer.

The Company has been separately advised by its own advisers in the preparation of the Circular (other than our letter set out in the Circular). Accordingly, we take no responsibility for and express no views, express or implied, on the contents of the Circular (other than our letter set out in the Circular).

Our opinion in respect of the Offer, as set out in section 9 of this letter, should be considered in the context of the entirety of this letter and the Circular.

3. THE OFFER

Shareholders should have by now received a copy of the Offer Document containing the formal offer by DBS, for and on behalf of the Offeror, and the relevant forms of acceptance. The principal terms of the Offer are set out in paragraph 2 of the Offer Document. Shareholders are advised to read the terms and conditions of the Offer set out in the Offer Document carefully.

3.1 Offer Price

Based on the information set out in the Offer Document, DBS has, for and on behalf of the Offeror, offered to acquire all the Shares in accordance with the Code, on the terms and conditions set out in the Offer Document and in accordance with Section 139 of the SFA and Rule 15 of the Code on the following basis:

FOR EACH OFFER SHARE: S$1.80 in cash (the “Offer Price”).

3.2 Offer Shares

The Offer is extended to any and all Shares owned, controlled or agreed to be acquired by parties acting in or deemed to be acting in concert with the Offeror (“Concert Party”) in connection with the Offer, and all new Shares (if any) unconditionally issued or to be issued pursuant to the (i) valid vesting or release of any awards for new Shares granted under the SC Global Performance Share Scheme 2012 or (ii) valid exercise of any option granted under the SC Global Share Option Scheme 2012.

3.3 No Condition to the Offer

The Offer will not be subject to any conditions and will be unconditional in all respects.

3.4 Warranty

A Shareholder who tenders his Offer Shares in acceptance of the Offer will be deemed to have unconditionally and irrevocably warranted that he sells such Offer Shares as or on behalf of the benefi cial owner(s) thereof, (i) fully paid; (ii) free from all liens, equities, mortgages, charges, encumbrances, rights of pre-emption and any other third party rights or interests of any nature whatsoever; and (iii) together with all rights, benefi ts and entitlements attached to them as at the Offer Announcement Date and thereafter attaching thereto, including but not limited to all voting rights, the right to receive and retain all dividends, rights and other distributions (if any) announced, declared, paid or made by SC Global on or after the Offer Announcement Date.

25


3.5 No Encumbrances

The Offer Shares will be acquired (i) fully paid; (ii) free from all liens, equities, mortgages, charges, encumbrances, rights of pre-emption and any other third party rights or interests of any nature whatsoever; and (iii) together with all rights, benefi ts and entitlements attached thereto as at the Offer Announcement Date and thereafter attaching thereto, including but not limited to all voting rights, the right to receive and retain all dividends, rights and other distributions (if any) announced, declared, paid or made by SC Global on or after the Offer Announcement Date. If any dividend, other distribution or return of capital is declared, made or paid by SC Global on or after Offer Announcement Date to a Shareholder who accepts or who has accepted the Offer, the Offeror will reduce the Offer Price payable to such accepting Shareholder by the amount of such dividend, distribution or return of capital.

3.6 First Closing Date

Pursuant to Rule 22.3 of the Code, except insofar as the Offer is withdrawn with the consent of the SIC and every person released from any obligation incurred thereunder, the Offer will remain open for acceptances by Shareholders for a period of at least 28 days from the date of despatch of the Offer Document.

Accordingly, the Offer will close at 5.30 p.m. on 16 January 2013 or such later date(s) as may be announced from time to time by or on behalf of the Offeror.

3.7 Further Details of the Offer

Further details of the Offer are set out in Appendix 1 to the Offer Document, including details on (i) the duration of the Offer; (ii) the settlement of the consideration for the Offer; (iii) the requirements relating to the announcement of the level of acceptances of the Offer; and (iv) the right of withdrawal of acceptances of the Offer.

4. INFORMATION ON THE OFFEROR AND THE UNDERTAKING SHAREHOLDERS

The information on the Offeror and its Concert Parties as set out below in italics has been extracted from the Offer Document. Unless otherwise defi ned, all terms and expressions used in the extract below shall have the same meanings as those defi ned in the Offer Document.

Independent Directors should note that the latest practicable date referred to in the Offer Document is 13 December 2012.

“Offeror. The Offeror is a private company limited by shares incorporated in Singapore on 15 November 2012 for the purposes of making the Offer and holding the Offer Shares. Its principal activity is investment holding. As at the Latest Practicable Date, the Offeror has an issued and paid-up share capital of S$100,000 comprising 100,000 ordinary shares. The Offeror is wholly-owned by SC and the sole director of the Offeror is SC.

Concert Parties. SC also has a controlling interest in Cheong SP, which has a direct interest in 113,001,664 Shares, representing approximately 27.32 per cent. of the issued share capital of SC Global as at the Latest Practicable Date. Cheong SP has a deemed interest in an aggregate of 108,676,708 Shares held by Roveron and Meridon respectively 2, representing approximately 26.27 per cent. of the issued share capital of SC Global as at the Latest Practicable Date. The two directors of Cheong SP are SC and CST. SC’s spouse, Madam Ding, has a direct interest in 718,588 Shares 3, representing approximately 0.17 per cent. of the issued share capital of SC

2 Roveron holds 37,706,708 Shares in the names of nominees and Meridon holds 70,970,000 Shares in the names of nominees.

3 Madam Ding holds the 718,588 Shares in the name of a nominee.

26


Global as at the Latest Practicable Date. The direct and indirect shareholding in SC Global of the respective Concert Parties, being SC, Madam Ding, CST and the relevant SC Group companies are set out in Appendix 5 to this Offer Document.”

Further information on the Offeror may also be found in Appendix 3 to the Offer Document.

5. INFORMATION ON THE COMPANY

Information on the Company can be found in Paragraph 8.1 and Appendix 4 of the Offer Document.

6. RATIONALE FOR THE OFFER AND THE OFFEROR’S INTENTIONS FOR THE COMPANY

The full text of the rationale for the Offer and the Offeror’s intentions for the Company has been extracted from the Offer Document and is set out in italics below. Unless otherwise defi ned, all terms and expressions used in the extract below shall have the same meanings as those defi ned in the Offer Document.

“ 9.1 Opportunity for Shareholders to Realise their Investment at a Premium. The objective

of the Offer is to privatise SC Global while at the same time providing minority Shareholders with an opportunity to exit from SC Global and to realise their investment in the Shares for cash at an attractive price. Based on closing prices and volumes of the Shares traded in the fi ve-year period ending 30 November 2012, being the last Trading Day, close to 90 per cent. of all Shares transacted below the Offer Price.

The Offer Price represents the highest premium offered for a real estate company in Singapore in the past fi ve years based on its premium to the last transacted price of the Shares as quoted on the SGX-ST on the Last Trading Day and the VWAP per Share for the one (1)-month, three (3)-month, six (6)-month and 12-month periods up to and including the Last Trading Day of 49.4 per cent., 57.2 per cent., 58.0 per cent., 62.9 per cent. and 71.1 per cent. respectively. 4

The Offer Price also represents a premium of 39.5 per cent. to the highest closing price for the Shares in the 12-month period up to and including the Last Trading Day. 5

9.2 Illiquidity of Shares. The trading liquidity of the Shares has generally been thin. In addition, the free fl oat of the Shares on the SGX-ST is low. As disclosed in the Company’s Annual Report 2011, approximately 28 per cent. of the issued Shares are held by the public as at 21 March 2012. The average daily trading volume as a percentage of SC Global’s free fl oat is less than 0.25 per cent.

The trading volume of the Shares for the 12-month period preceding the Offer Announcement Date is as follows:

Average daily trading volume 243,282 Shares(1)

As a percentage of total issued share capital of SC Global 0.06 per cent.

As a percentage of SC Global’s free fl oat 0.21 per cent.(2)

Note:

(1) Source: Bloomberg L.P.

(2) Determined based on information disclosed in the Company’s 2011 Annual Report

Such low liquidity limits the usefulness of a public listing.

4 Source: Relevant shareholders’ circulars obtained from SGXNET. 5 Source: Bloomberg L.P.

27


As mentioned in Section 9.1 above, the proposed Offer will provide the opportunity for the remaining Shareholders to realise their investments for a cash consideration at a premium over the market prices of the Shares prior to the Offer Announcement Date, an opportunity that would otherwise not be available given the low trading liquidity and low free fl oat of the Shares.

Pursuant to the Code, any offer made by a third party for SC Global must be conditional upon such third party receiving acceptances in respect of voting rights which, together with voting rights acquired or agreed to be acquired before or during such offer, will result in the third party and persons acting in concert with it holding more than 50 per cent. of the voting rights. As at the Latest Practicable Date, the Offeror and its Concert Parties, representing approximately 60.74 per cent. of the Shares. Therefore, any offer made by any third party is not capable of being unconditional in respect of acceptances if the Offeror and its Concert Parties do not accept such offer. Payment of valid acceptances may only be made if such offer becomes unconditional in all respects.

As the Offer is unconditional in all respects, following the despatch of the Offer Document, Shareholders who accept the Offer before the Offer closes will be paid the Offer Price for their Offer Shares within 10 days after the receipt by the Offeror of their valid and complete acceptances of the Offer and will not incur any brokerage commissions or transaction costs.

9.3 No Necessity to Access Capital Markets. SC Global has been listed on the SGX-ST since 8 December 1982. Its public listing status no longer serves a material purpose as the Company has not raised any funds from the capital markets for at least the last six (6) years.

9.4 Greater Management Flexibility. Due to the nature of the SC Global’s business and the requirement in 2011 to adopt the new INT FRS 115 accounting standard, the performance of SC Global as reported from quarter to quarter may vary depending on the timing of sales, completions of overseas developments, and progress of construction during the quarter. The privatisation would allow the management of SC Global to have greater fl exibility and a longer time horizon to manage and plan its residential property development business as SC Global is dispensed from reporting its performance on a quarterly basis.

9.5 Compliance Costs relating to Listing Status. As a listed entity, SC Global has to incur listing, compliance and other related costs associated with continued listing requirements under the Listing Manual. The privatisation of SC Global will allow it to dispense with listing-related expenses and enable it to instead channel its resources to its business operations.”

7. ASSESSMENT OF THE FINANCIAL TERMS OF THE OFFER

In assessing the fairness and reasonableness or otherwise of the fi nancial terms of the Offer, we have considered the following factors which we consider to be pertinent and to have a signifi cant bearing on our assessment of the Offer:

(i) Historical fi nancial performance of the Group;

(ii) Trends and competitive conditions of the property sector in Singapore;

(iii) Net asset value (“NAV”) and historical trailing NAV per Share of the Group;

(iv) Revalued net asset value (“RNAV”) of the Group;

(v) Analysts’ estimates and price targets for the Company;

(vi) Historical market price performance and trading activity of the Shares;

(vii) Share price performance relative to market indices;

28


(viii) Valuation ratios of selected listed companies broadly comparable to the Group;

(ix) Precedent acquisitions involving selected companies broadly comparable to the Group;

(x) Precedent privatization transactions in Singapore; and

(xi) Dividend track record of the Company and selected alternative investments.

We have also considered other relevant considerations which have a signifi cant bearing on our assessment as set out in paragraph 8 of this letter.

The fi gures, underlying fi nancial and market data used in our analysis, including securities prices, trading volumes, free fl oat data and foreign exchange rates have been extracted from Bloomberg L.P., Thomson Research, SGX-ST and other public fi lings as at the Latest Practicable Date. PPCF makes no representation or warranties, express or implied, as to the accuracy or completeness of such information.

7.1 Historical fi nancial performance of the Group

A summary of the fi nancial results of the Group for the fi nancial years ended 31 December (“FY”) 2010 and 2011 and for the 9 months ended 30 September (“9M”) 2012 is set out in Exhibit 1 below. The following summary fi nancial information should be read in conjunction with the full text of the annual reports and results announcements of the Group in respect of the relevant fi nancial periods including the notes thereto.

Exhibit 1 – Summary fi nancial information of the Group

(S$ million)FY2010

(Restated(1))FY2011

(Audited)9M2012

(Unaudited)

Income Statement

Revenue 743.2 769.1 410.6

Profi t/(loss) from operations Operating profi t margin

148.119.9%

184.724.0%

(19.6)(4.8)%

Net profi t/(loss) for the period Net profi t margin

108.414.6%

136.717.8%

(16.6)(4.0)%

Net profi t attributable to Shareholders Net profi t margin (ex. minority interests)

92.912.5%

132.217.2%

2.90.7%

Financial Position

Total Assets 2,817.8 2,888.0 2,621.6

Cash and cash equivalents Percentage of total assets

199.07.1%

222.37.7%

173.16.6%

Inventories Percentage of total assets

2,400.585.2%

2,284.879.1%

2,192.183.6%

Net Debt 1,475.4 1,398.9 1,393.7

Shareholders’ Equity 541.3 655.3 644.5

Net Debt to Shareholders’ Equity 2.7x 2.1x 2.2x

Cash Flow Statement

Net cash from/(used in) operating activities (33.8) 148.6 41.8

Net cash from/(used in) investing activities 9.0 (4.3) 1.5

Net cash from/(used in) fi nancing activities (42.1) (122.6) (92.7)

Net increase/(decrease) in cash and cash equivalents (66.8) 21.6 (49.3)

Source: Company’s annual reports for the respective fi nancial years and the announcement relating to the unaudited fi nancial statements of the Group for the nine-month period ended 30 September 2012.

29


Note:

(1) Effective from 1 January 2011, the Group adopted the new/amended INT FRS 115 Agreements for the Construction of Real Estate in its accounting for revenue from sales of development properties for the year ended 31 December 2011. The change in accounting policy has been applied retrospectively and the Group has restated its comparative fi nancials for FY2010 accordingly.

In FY2011, we note that total revenue for the full year increased marginally by approximately 3.5% from S$743.2 million in FY2010 to $769.1 million in FY2011 largely attributable to new sales of units and higher revenue recognition from the completion of development projects comprising The Marq on Paterson Hill, Hilltops and Martin No. 38. Net profi t attributable to Shareholders also recorded strong performance increasing approximately 42.3% to S$132.2 million in FY2011 from the restated S$92.9 million in FY2010.

However, in 9M2012, total revenue record for the 9 months showed a marked decrease of approximately 39.7% year-on-year from S$680.4 million in 9M2011 to S$410.6 million in 9M2012. The signifi cant decrease mainly arose from the lower sales and the absence of contributions from progressive recognition from The Marq on Paterson Hill, Hilltops and Martin No. 38 which received their temporary occupation permit (“TOP”) in the fi rst, second, and fourth quarter of 2011 respectively. In addition, the Group recorded a loss of S$19.6 million from operations and net loss of S$16.6 million in 9M2012 as compared to a profi t from operations of S$206.5 million and net profi t of S$155.7 million over the same period in 2011. In addition to the lower sales revenue, the net loss in 9M2012 was also attributable to an overall decrease in gross margin and an increase in total operating expenses mainly due to the allowances for asset impairment of S$65.1 million made by the Group’s subsidiary AVJennings Limited (“AVJ”) in Australia during the second quarter of 2012. Overall, excluding the non-controlling interests, the net profi t attributable to equity holders for 9M2012 has decreased by approximately 98.1% to S$2.9 million as compared to S$150.9 million in 9M2011.

With respect to the fi nancial position of the Group, we note that the assets of the Group comprise mainly inventories which account for approximately 83.6% of the total assets of the Group as at 30 September 2012. Inventories consist of development properties and properties held for resale which are held at historical cost and are not permitted under accounting standards to be re-valued upwards should fair market value represent a higher value. In addition, we note that the debt position of the Group, net of the cash and cash equivalents, stands at a substantial amount of S$1,393.7 million, representing approximately 2.2 times of shareholders’ equity. The costs involved in fi nancing the signifi cant leverage of the Company coupled with the slower sales over 9M2012 have weighed down on the net cash fl ows of the Group, resulting in a net decrease in cash and cash equivalents of approximately S$49.3 million in 9M2012.

7.2 Trends and competitive conditions of the property sector in Singapore

We note that the Company had included in its unaudited 2012 third quarter fi nancial statements announcement a commentary on the signifi cant trends and competitive conditions of the property sector and any known factors or events that may affect the Group in the next reporting period and the following 12 months. The aforementioned commentary has been summarized as follow and should be read in the context of the entire unaudited 2012 third quarter fi nancial statements announcement:

(i) Unfavorable economic outlook

According to a press release by the Ministry of Trade and Industry Singapore (“MTI”) on 12 October 2012, the Singapore economy grew at a modest pace of 1.3% on a year-on-year basis in the third quarter of 2012, compared to 2.3% growth in the previous quarter. On a quarter-on-quarter seasonally-adjusted annualised basis, the economy contracted by 1.5%, compared to the 0.2% expansion in the second quarter. The global economic climate continues to remain uncertain as Europe continues to muddle through its debt crisis which is having a negative effect on economic growth prospects.

30


(ii) Dampening sales in the luxury residential sector in Singapore

Prices of private residential properties increased by 0.6% in the third quarter of 2012, compared to a 0.4% increase in the previous quarter, according to statistics from the Urban Redevelopment Authority (“URA”). However, in the Core Central Region which the Group operates, prices of private residential properties had increased by only 0.1% in the third quarter of 2012 compared to an increase of 0.6% in the previous quarter. New home sales had achieved 17,844 units during the fi rst 9 months of the year, more than the 12,301 units recorded in the same period last year. However, in the Core Central Region, new home sales registered only 1,285 units during the fi rst 9 months of 2012, as compared to 1,395 units in the corresponding period in 2011.

(iii) Regulatory tightening of the residential sector

The Monetary Authority of Singapore (“MAS”) announced that starting 6 October 2012, the maximum tenure of all new residential property loans will be capped at 35 years. In addition, loans with tenure of more than 30 years will face signifi cantly tighter loan-to-value (“LTV”) limits. Loan periods exceeding beyond an individual’s retirement age of 65 years will also face similarly tighter LTV limits. In these cases, LTV limit will be 60%. If the borrower has other outstanding residential property loans, the LTV limit will be further reduced to 40%. The new rules aim to curb continued upward pressure on residential property prices, driven by low interest rates and rapid credit growth.

The above historical commentary by the Company was not made in connection with the Offer. We set out below a summary of the outlook of the property sector in Singapore in which the Group operates in based on publicly available information.

Exhibit 2 – Summary of estimated outlook

GDP Growth of Singapore

Economic Survey of Singapore, Third Quarter 2012 (MTI)

In 2013, MTI expects Singapore’s economic growth to remain sluggish between 1.0% to 3.0% in 2013;

The global economic outlook is still clouded with uncertainties, especially over the extent of the fi scal cutback in the US and potential escalation of the ongoing debt crisis in the Eurozone. Should any of these risks materialise, Singapore’s economic growth could come in lower than expected.

World Economic Outlook, Oct 2012 (International Monetary Fund)

Real GDP growth of Singapore was projected to be 2.1% for 2012 and 2.9% for 2013.

Salient housing policy changes or “cooling-measures”

Demand and prices are widely expected to weaken as a result of the government measures to cool the property market in Singapore. Salient housing policy changes which have been implemented over the recent years are summarized as follow:

Seller’s stamp duty (“SSD”) raised to 16%, 12%, 8% and 4% for properties sold in the 1st, 2nd, 3rd and 4th year respectively;

Additional buyer’s stamp duty (“ABSD”) of 10% for foreigners;

New housing loans capped at 35 years;

31



For loan tenures exceeding 35 years, or loan periods exceeding retirement age of 65, fi rst-time borrowers have a maximum LTV of 60% (reduced from 80%); and

If the borrower of such a loan already has an existing home loan, the LTV is further reduced to 40% (reduced from 60%).

In particular, we note from a Business Times article dated 8 October 2012, which quoted Mr Tharman Shanmugaratnam, the Finance Minister of Singapore and MAS chairman, saying “We will do what it takes to cool the market, and avoid a bubble that will eventually hurt borrowers and destabilise our fi nancial system.” The article further mentions that the Singapore regulators have signaled their underlying policy resolve to keep asset prices in check and that it will not lag behind the regulatory curve.

High-end residential sector in Singapore

We note that from the various relevant economic and industry reports, it is clearly indicative that the sales of high-end residential homes remain slow and prices are expected to decline within the near future. We further understand from the Company that SC Global is a niche property developer which specializes in high-end residences largely located in the Core Central Region and about 60% of its buyers are foreigners and top level working expatriates. Accordingly, we have set out the following excerpts from selected articles in relation to the high-end residences sector and demand from foreigners for residences in Singapore.

The Residential Index, 15 August 2012 (Jones Lang LaSalle)

“In Singapore, prices dipped 2.9% q-o-q on the back of ongoing rental declines and property correction, government policies and generally weaker investor sentiment should underpin further price declines in Singapore in the second half of 2012.”

Sales down for fl ats worth $10m and more, 14 November 2012 (The Business Times)

“Sales of luxury condos and apartments priced $10 million and above have taken a hit this year, with 33 such properties changing hands in the fi rst 10 months, down from 57 units in the same period last year”

“The 33 units transacted (in both primary and secondary markets) during January to October 2012 fetched a total $449.6 million – 44% less than the $797.5 million in the same year-ago period, according to CBRE’s analysis”

“Market watchers attribute the sharp drop in big-ticket non-landed private housing deals this year chiefl y to the introduction of the Additional Buyer’s Stamp Duty (ABSD) last December aimed at cooling investment fervour in Singapore’s private residential property market, especially by non-PR foreigners and corporations.”

“For the whole of last year, 63 units costing at least $10 million changed hands at a total value of $881.3 million…During the Singapore luxury residential property market’s peak-year in 2007, 164 units were sold for $2.2 billion”

“Last year, non-PR foreigners accounted for the lion’s share or 38.8% of the 448 units sold at over $5 million each. In Jan-Oct this year, their share contracted to 26.6% of the 282 units sold in this price band.”

Jones Lang LaSalle’s Perspective, 15 November 2012 (Jones Lang LaSalle)

“The URA monthly sales volume for private residential units (excluding executive condominiums (ECs)) decreased 26% m-o-m from 2,621 units in September to 1,948 units in October. This followed curbs on housing loan tenure by the MAS in early October, which appeared to have slowed demand and sales take-up.”

32



“Faring slightly worse, sales in the Core Central Region (CCR) dipped 43% to 144”

“The sales take-up for the rest of the year is unlikely to be as upbeat as originally anticipated before the measures were announced.”

The Residential Index, November 2012 (Jones Lang LaSalle)

Luxury home prices in Singapore registered the largest decline out of nine featured luxury residential markets in Asia, declining by 4.8% quarter-on-quarter in the third quarter of 2012.

Private home sales seen falling 25% next year, 12 December 2012 (The Business Times)

“Sales in the private residential market could fall by more than 25% next year, as a result of local buying fatigue from the many new launches over the past years and increasing home completions.”

Sources: Publicly available news articles and publications.

We understand from the Management that sentiments in the residential property market is expected to remain cautious as a result of the continued rounds of property measures announced over the past few years and the effectiveness and effects of such property measures will only be more clearly seen in the longer term after the market has adjusted to these measures.

7.3 NAV and historical trailing NAV per Share of the Group

Based on the Company’s latest unaudited consolidated fi nancial statements as at 30 September 2012, the Group’s inventories, investment properties and investments in associates & jointly controlled entities have an aggregate book value of S$2,288.5 million which represents approximately 87. 3% of the Group’s total assets of S$2,621. 6 million, details which are as follows:

Exhibit 3 – Book value of the inventories, investment properties and investment in associates & jointly controlled entities

(S$ million) Book value as at

30 September 2012

Inventories(1) 2,192.1

Investment properties 64.9

Investment in associates & jointly controlled entities(2) 31.5

Total Book Value 2,288.5

Notes:

(1) Includes properties held for development and properties held for resale.

(2) Comprises investments in associates and joint venture partnerships which are directly or indirectly held by AVJ.

Given the asset intensive nature of the Company’s core property development business, we have adopted a NAV-based valuation approach to analyze the Offer Price. Property-related companies such as the Company are often valued using an NAV-based approach as their asset backings are perceived as providing support for the value of their equity, while the reported annual earnings of property-related companies may vary considerably over time and between companies due to factors such as the timing of project launches and completion, redevelopment of properties and periodic revaluation of properties.

Based on the annual report for FY2011 and the unaudited fi nancial statements for 9M2012 of the Company, we note that the Offer Price represents:

(i) A premium of approximately 15.4% over the unaudited NAV per Share of the Company of S$1.56 as at 30 September 2012; and

33


(ii) A premium of approximately 13.2% over the audited NAV per Share of the Company of S$1.59 as at 31 December 2011.

The Directors have confi rmed to us that save as disclosed in the Circular and in the ordinary

course of business, there has been no material acquisitions and disposals of assets by the Company since 30 September 2012 up to the Latest Practicable Date. The Directors have also confi rmed that save for the sale of development properties in the ordinary course of its business, the Group does not have any plans for an impending material disposal and/or conversion of the use of the Group’s assets and/or material change in the nature of the Group’s business as at the Latest Practicable Date. We also note from the Offer Document that the Offeror has no present intention to (a) propose any major changes to the businesses; (b) redeploy the fi xed assets; or (c) discontinue the employment of the employees of the Group.

We have also compared the historical market price of the Shares and the Offer Price against the trailing NAV per Share (based on the Group’s trailing announced NAV per Share for the applicable periods) for the 1-year period from 1 December 2011 up to and including 30 November 2012, being the Last Trading Day prior to the Announcement Date.


0.80

1.00

1.20

1.40

1.60

1.80

2.00

2.20

Dec-11 Jan-12 Feb-12 Mar-12 Apr-12 May-12 Jun-12 Jul-12 Aug-12 Sep-12 Oct-12 Nov-12 Dec-12

(S$) Market price of the Shares NAV per share

4Q2011NAV/Share:

S$1.60

1Q2012NAV/Share:

S$1.59

2Q2012NAV/Share:

S$1.56

3Q2012NAV/Share:

S$1.48

4Q2012NAV/Share:

S$1.56

Offer Price: S$1.80

Source: Bloomberg L.P., Company’s results announcements and PPCF analysis.

The average, maximum and minimum daily premium or discount of the market price of the Shares to the corresponding NAV per Share for the various periods during the 1-year period up to and including the Last Trading Day is set out below:

Exhibit 5 – Premium/(Discount) of historical market price over trailing NAV per Share

Periods up to and including the Last Trading Day

Premium/ (Discount) to trailing NAV per Share

Average Maximum Minimum

1-year (32.6)% (39.4)% (17.3)%

6-month (30.8)% (39.4)% (17.3)%

3-month (26.4)% (33.8)% (17.3)%

1-month (28.4)% (30.8)% (22.4)%

Source: Bloomberg L.P., Company’s results announcements and PPCF analysis.

34


From the above, we note that the Shares had consistently traded at a discount to the trailing NAV per Share over the 1-year period up to and including the Last Trading Day, between a maximum discount of 39.4 % to a minimum discount of 17.3 %. In contrast, the Offer Price represents a premium of approximately 15.4% to the latest announced NAV per Share as at 30 September 2012.

7.4 RNAV of the Group

In connection with the Offer, the Company has commissioned Colliers International Consultancy & Valuation (Singapore) Pte Ltd, the Independent Valuer, to conduct independent valuations to determine the market value of the properties under development and properties held for resale in which the Group holds 100% interest (the “Revalued Properties”). The following Exhibit 6 illustrates a summary of the valuation approaches the Independent Valuer has employed and should be read in conjunction with the full text of the valuation reports set out in Appendix IX of the Circular:

Exhibit 6 – Summary of valuation approachesCategory Valuation basis Methods of valuation

Properties held for resale

As-is value

The market value based on prevailingmarket conditions.

Direct comparison method

Analysis of recent sales transactions ofsimilar properties.

Properties underdevelopment

(i) As-is value

Values the properties based on existing market value, without assuming development and completion; and

(ii) Gross development value (“GDV”)

Values the properties based on the assumption of full completion and issuance of TOP and certifi cate of Statutory Completion.

(i) Direct comparison method

Analysis of recent sales transactions of similar properties; and

(ii) Residual value method

Entails an estimate of the gross development value of the development assuming completion and from which various estimated costs of the development are deducted to give a residual value.

Source: The valuation reports as set out in Appendix IX of the Circular.

35


Exhibit 7 below sets out a summary of the valuation fi gures for the Revalued Properties and the net revaluation surplus or defi cit for each respective Revalued Properties:

Exhibit 7 – Independent valuations of the Revalued Properties (1)

Revalued Property Type / Saleable areaValuation

(S$’m)

Revaluation surplus/(defi cit) (2)

(S$’m)

As-is GDV

Completed properties held for resale

34 unsold units at THE MARQ ON PATERSON HILL, 8 & 8A Paterson Hill

Freehold apartment or penthouse units/ 15,185 sqm

614.87 173.29

196 unsold units at HILLTOPS, 99 & 101 Cairnhill Circle


1,013.37 175.49

23 unsold units at MARTIN NO. 38, 38 Martin Road


77.74 14.13

Properties under development

41 units at SEVEN PALMS @ SENTOSA COVE, 151, 153 and 155 Cove Drive

99-year leasehold (from Oct 2007) apartment units/ 16,286 sqm

As-is: 423.60GDV: 525.90

9.57 17.68

35 units at SCULPTURA @ ARDMORE, 8 Ardmore Park

Freehold condominium development / 11,661 sqm

As-is: 329.50GDV: 502.00

28.48 (17.06)

Total revaluation surplus: 400.96 363.53

Sources: Valuation reports attached as Appendix IX in the Circular and Management estimates.

Notes:

(1) The Group’s interests in all development and held-for-sale properties are 100%.

(2) The revaluation surplus is arrived at after taking into consideration Management’s estimates of the relevant direct holding costs and expenses to be incurred assuming the hypothetical sale of the Revalued Properties within 3 years, comprising (a) agents’ commissions at 2% of valuation, (b) marketing expenses at 3% of valuation, (c) holding costs consisting of property taxes, maintenance charges and interest expenses and (c) qualifying certifi cate extension charges at 8%, 16% and 24% of the property purchase price and proportion of unsold units for the 1st, 2nd and 3rd year of extension respectively, which have been applied to THE MARQ and HILLTOPS for 3 years and to MARTIN NO. 38 for 2 years. The difference between the market value of each Revalued Property and the corresponding estimated holding costs and expenses is further net off against the respective book value or estimated cost of sales of each Revalued Properties and net of potential tax liabilities of 17% on any potential profi ts.

We note that the Company has a substantial inventory of unsold units as well as development properties that have commenced development and which have uncontracted units expected to be completed in future. Based on the prior track record of the actual time frame taken by the Company to completely dispose off all the units in the development projects previously undertaken, we understand from the Management that the expected profi ts and cash fl ows from these Revalued Properties will only be realised over a period of time, through proper marketing under which the units are each sold on an arm’s length basis (the Independent Valuer has assumed the sale of the Revalued Properties within a period of 3 years and that market condition remains unchanged in arriving at their independent valuations). In view of this, the determination of the revaluation surplus

36


of the Revalued Properties also takes into consideration the relevant direct holding costs and expenses that will be incurred over the time required in connection with the sale of the Revalued Properties, including the relevant qualifying certifi cate (“QC”) extension charges which will apply to each completed Revalued Properties regardless of whether the Shares remain listed.

Save for the Revalued Properties, the other assets of the Group, comprising mainly (i) cash and cash equivalents (7% of the total assets as at 30 September 2012), (ii) trade and other receivables (5%), (iii) investment properties (3%), (iv) investments in associates and jointly controlled entities (1%) and (v) property plant and equipment (1%), have not been revalued for the purpose of determining the RNAV of the Group . We note in particular that the book values of the Group ’s investment properties as at 30 September 2012 are already stated at fair value based on independent valuations carried out on 24 October 2012 by Knight Frank Pte. Ltd. and 30 October 2012 by CBRE Pte. Ltd. for the purpose of securing certain banking facilities granted to the Group.

The Directors and the Management have confi rmed to us that save as disclosed in this letter, to the best of their knowledge and belief, there are no material differences between the realizable value of all assets (save for the Revalued Properties) and their respective book values as at 30 September 2012, which would result in a material impact on the RNAV of the Group. The Directors and the Management have also confi rmed to us that to the best of their knowledge and belief, other than that already provided for in the Company’s audited consolidated fi nancial statements for the year ended 31 December 2011, there are no other contingent liabilities which would have a material impact on the NAV and RNAV of the Company as at the Latest Practicable Date.

Based on the above, we set out below in Exhibit 8 the adjustments which are made to determine the RNAV of the Group:

Exhibit 8 – RNAV adjustments for revaluation surplus and market capitalization of AVJ(S$ million, unless otherwise indicated) As-is GDV

SC Global’s unaudited NAV as at 30 September 2012 644.55 644.55

Add: Revaluation surplus arising from the Revalued Properties 400.96 363.53

Less: Defi cit over book value for 50.03% stake in AVJ (1) (116.03) (116.03)

RNAV of the Group 929.48 8 92.05

Outstanding number of Shares as at the Latest Practicable Date (millions) 413.64 413.64

RNAV per Share (S$) 2.2 5 2.1 6

Discount to RNAV as implied by the Offer Price (20. 0)% (1 6.7)%

Sources: Management estimates, Company’s announced fi nancial results, and valuation reports attached as Appendix IX in the Circular.

Note:

(1) Based on the trading market capitalization of AVJ as at the Latest Practicable Date (adjusted for an ownership stake of 50.03%) of approximately S$ 57.57 million based on the exchange rate of AUD1:SGD 1.2 7 as at the Latest Practicable Date, less the book value of a 50.03% stake in AVJ of S$173.60 million based on the exchange rate of AUD1:SGD1.29 as at 30 June 2012.

Based on the above, we note that the Offer Price is:

i) at a discount of approximately 20.0% to the RNAV per Share of S$2.2 5 based on an as-is valuation basis; and

ii) at a discount of approximately 16.7% to the RNAV per Share of S$2.1 6 based on a GDV valuation basis.

37


Shareholders should note that the above analysis on RNAV provides an estimate of the value of the Group assuming the hypothetical sale of the assets (including the Revalued Properties) of the Group as at the Latest Practicable Date. However, such a hypothetical scenario is assumed to be made without considering factors such as, inter alia, time value of money, market conditions, professional fees, liquidation costs, contractual obligations, any other regulatory requirements and availability of potential buyers, which would theoretically lower the RNAV that can be realized.

In particular, we understand from the Company that sale of its completed units have been slow and the Company is holding a high level of inventory. Projects such as Hilltops at Cairnhill Circle and The Marq on Paterson Hill have recorded relatively low take-up rates of only approximately 18.7% and 48. 5% respectively as at the Latest Practicable Date, despite having commenced sales since 2007 and having been completed for more than a year since early 2011. Exhibit 9 below sets out the description of the Revalued Properties based on information provided by the Company:

Exhibit 9 – Description of the Revalued Properties

The MarqMartin No. 38 Hilltops

Seven Palms

Sculptura @ Ardmore

Commencement of sales 2Q2007 3Q2008 4Q2007 3Q2008 Not launched

Received/expected TOP Jan-11 Nov-11 Apr-11 1Q2013 1Q2014

Total units 66 88 241 41 35

Cumulative units sold 32 65 45 12 0

Take-up rate 48.5% 73.9% 18.7% 29.3% N.A.(1)

Deadline before QC extensioncharge applies

Jan-13 Nov-13 Apr-13 N.A.(1) Jan-14( 2)

Source: The Company

Notes:

(1) N.A. means not applicable.

( 2) Applicable if the TOP is not obtained by January 2014.

We further understand from the Management that as SC Global is a niche property developer which specializes in high-end residences, the Company is selective in its land acquisitions, targeting only prime and distinctive sites to cater to its high-end niche positioning which in turn translate to higher breakeven prices for its inventories. The Company would therefore continue to sustain its pricing premium in order to crystallize its inventories into profi ts and would take a hold strategy on its inventories until such time that bids in the market allow it to hold on to the necessary premium margins for its developments. In addition, we understand that SC Global does not adopt a land banking strategy and therefore has no land portfolio save for its upcoming projects, raising some concern for its business sustainability beyond the slated projects. As the Group continues to move from having more fi nished units on hand rather than developments under construction, variations in its performance from quarter to quarter are also more dependent on the timing of sales.

Taking into account the outlook for the luxury residential sector in Singapore as outlined in paragraph 7.2 of this letter and as indicated by the slow take-up rates of the Company’s inventories, the Company expects that demand for its high-end residences may remain placid in the foreseeable future. Therefore, the Company may not be able to sell its inventories at the necessary premiums to realise profi ts in the near future. In addition, we note that the slow moving sales had already been weighing down on the net cash fl ows of the Group which was negative for 9M2012.

38


In this regard, we note that the Company has a total net debt of approximately $1. 39 billion as at 30 September 2012 resulting in a relatively high net debt-to-shareholders’ equity ratio of 2.2 times. The Management has indicated that they may, as and when appropriate, take steps to reduce debt gearing or fund the holding costs and expenses through various methods, including but not limited to, reducing dividends and/or undertaking equity cash calls from Shareholders.

We wish to reiterate that the RNAV per Share shown above are based on the estimated revaluation surpluses on unsold and/or uncompleted development properties and does not take into account factors such as, inter alia, time value of money, market conditions, legal fees, liquidation costs, contractual obligations, regulatory requirements and availability of potential buyers, which would theoretically lower the RNAV that can be realized. Shareholders should be aware that the Group has not fully earned or realized the gains on such development properties as at the Latest Practicable Date. There is no assurance that the actual gains (if any) eventually recorded by the Group on such development properties will be the same as that derived from the assessments by the Independent Valuer and the Management’s estimates in relation to the potential expenses and liabilities.

7.5 Analysts’ estimates and price targets for the Company

We have reviewed the target prices and estimates of the RNAV per Share of the Company by various stock analysts as provided by Thomson Research and Bloomberg L.P.

Exhibit 10 below summarizes the key points of the various research reports which were released in 2012 (i) prior to the release of the Group’s latest unaudited fi nancial statements for 9M2012 on 1 November 2012 and (ii) after the release of the 9M2012 fi nancial results on 1 November 2012 but before the Announcement Date.

Exhibit 10 – Analysts’ RNAV estimates and price targets for the CompanyBased on fi nancial results of the

Group prior to the 9M2012 fi nancial results released on 1-Nov-2012

Based on the 9M2012 fi nancial results released on 1-Nov-12 but before the Announcement Date

BrokerDate

(2012)

RNAV/ Share(S$)

Target Price(S$)

Date(2012)

RNAV/ Share(S$)

Target Price(S$)

Phillip Securities 2-Nov 2.87 1.15

UOB Kay Hian 2-Nov 2.06 1.13

Maybank Kim Eng 28-May 3.71 1.11

AmFraser 13-Aug 1.98 1.98

DMG & Partners 5-May 1.74(1) 0.87

Mean 1.32 1.14

Source: Various research reports of the brokers above.

Note:

(1) The RNAV/Share estimate was set out in an earlier report released by DMG & Partners on 13 February 2012.

Based on the above analysts’ research estimates, we note that:

(i) Only 2 analysts released their estimates based on the Group’s latest unaudited fi nancial statements for 9M2012. We note that the Offer Price represents a premium of approximately 57.9 % to the average price target of S$1.14 by the 2 analysts ; and

(ii) As compared to the price targets released by the other analysts prior to the announcement of the Group’s fi nancials for 9M2012, the Offer Price represents a premium of approximately 36.4 % to the average price target of approximately S$1.32 by the relevant analysts .

39


We wish to highlight that the above analyst research reports are not exhaustive and the estimated price targets of the Shares and the estimates of the Group’s RNAV in these reports represent the individual views of the respective analysts (and not PPCF) based on the circumstances, including but not limited to, market, economic and industry conditions and market sentiment and investor perceptions on the prospects of the Company, prevailing at the date of the publication of the respective reports. The opinion of the analysts may change over time due to, inter alia, changes in market conditions, the Company’s corporate developments and the emergence of new information relevant to the Company. As such, the estimated price targets and estimated RNAV in these analyst reports may not be an accurate prediction of future market prices of the Shares.

7.6 Historical market price performance and trading activity of the Shares

We have compared the Offer Price to the historical share price performance of the Shares over different observation periods prior to the Announcement Date, and from the Announcement Date up to the Latest Practicable Date.

We set out below in Exhibit 1 1 the daily closing prices and daily trading volumes of the Shares from 1 December 2010, being the 2-year period up to and including the Last Trading Day on 30 November 2012 :

Exhibit 1 1 – Daily closing price and daily trading volume of the Shares

0.0

0.2

0.4

0.6

0.8

1.0

1.2

1.4

1.6

1.8

2.0

1-Dec-10 1-Mar-11 1-Jun-11 1-Sep-11 1-Dec-11 1-Mar-12 1-Jun-12 1-Sep-120

2

4

6

8

10

12

14

Volume (million) Offer Price (S$) Closing Price (S$)Closing price (S$) Volume (million)

A1 A4 A5 A7

A8

A9

A2

A3

Offer Price: S$1.80

30-Nov-12

A6

Source: Bloomberg L.P.

Selected Announcements:

A1. 9 Feb 2011. AVJ announced net profi t after tax of A$10.6 million, representing a 228% improvement over the prior corresponding half-year.

A2. 23 Feb 2011. The Company issued a notice of book closure date for a dividend of S$0.05 per Share, comprising of a fi rst and fi nal dividend of S$0.02 per Share and a special dividend of S$0.03 per Share, to be paid on 30 May 2011, subject to shareholders’ approval at the Annual General Meeting to be held on 28 April 2011. The Company also issued a notice of valuation of real asset properties.

40


A3. 12 Aug 2011. The Company announced that its net profi t quadrupled to S$119.1 million for the fi rst half of 2011.

A4. 24 Feb 2012. The Company issued a notice of book closure date for a dividend of S$0.02 per Share to be paid on 21 May 2012, subject to shareholders’ approval at the Annual General Meeting to be held on 26 April 2012.

A5. 30 Apr 2012. The Company issued a profi t guidance announcement in respect of an expected net loss of approximately S$10 million for 1Q2012.The profi tability of the Group for 1Q2012 was mainly affected by lower sales and lower revenue recognition from the Group’s development projects due to the absence of signifi cant profi t recognition.

A6. 13 May 2012. Subsidiary Tanah Investments Pte. Ltd. acquired 100% of Lotusvale Pte. Ltd. and 95% of Tannerson Pte. Ltd. for a consideration of USD 32.5 million including an assignment of shareholder’s loans of approximately USD 7 million, both of which wholly own P.T. Tanah Green Investments which had acquired a resort development site situated in Bali, Indonesia.

A7. 27 Jul 2012. The Company issued a profi t guidance announcement in respect of an expected net loss for 2Q2012. The profi tability of the Group for 2Q2012 was mainly affected by additional provisions made by AVJennings Limited (“AVJ”), an ASX-listed subsidiary of the Company, of between A$32 to A$37 million on an after -tax basis against the carrying value of its assets; as detailed in a market guidance announcement made by AVJ on 26 July 2012.

AVJ expected to make a post-tax operating profi t before provisioning of around AS$5.1 million for the year and after provisioning a net loss of A$27 to A$32 million. As the Group owns 50.03% of the issued share capital of AVJ, the result of the announcement would impact the Group’s results for 2Q2012.

A8. 13 Sep 2012. The Company announced that SC had purchased 4,688,000 Shares from the open market, and hence was in ownership of 5,358,000 Shares or 1.29% of the issue share capital in the Company as at 13 September 2012.

A9. 4 Oct 2012. The Company announced that it was engaged in discussions on possible investment and equity participation in various overseas projects, specifi cally covering countries in the South East Asia region and some cities in Greater China.

Based on Exhibit 1 1 above, we note that over the last 2 years prior and up to the Last Trading Day, the closing prices of the Shares had been consistently below the Offer Price of S$1.80 .

We set out below the daily closing prices and daily trading volumes of the Shares for the period after the Announcement Date up to and including the Latest Practicable Date :

Exhibit 1 2 – Daily closing price and daily trading volume of the Shares from the Announcement Date up to the Latest Practicable Date

1.0

1.2

1.4

1.6

1.8

2.0

2.2

06-Dec 07-Dec 08-Dec 09-Dec 10-Dec 11-Dec 12-Dec 13-Dec 14-Dec 15-Dec 16-Dec 17-Dec 18-Dec 19-Dec 20-Dec 21-Dec0

5

10

15

20

25

Volume (million) Closing Price (S$) Offer PriceClosing Price (S$) Volume (million)

A1

A2 A3 A4 A5 A6

Offer Price: S$1.80

A7 A8 A9


41


Selected Announcements:

A 1. 6 Dec 2012. Pursuant to SC acquiring approximately 3.10% of the Shares in issue at a price of S$1.80, the Offeror and persons acting in concert with the Offeror own, control, acquired or have agreed to acquire, an aggregate of 240,562,960 Shares, representing approximately 58.16% of the Shares in issue as at the date of this announcement.

A 2. 7 Dec 2012. Pursuant to SC acquiring approximately 0.42% of the Shares in issue at a price of S$1.80, and following the transfer of approximately 27.32% of the Shares to Cheong SP in connection with fi nancial arrangements for the Offer, the Offeror and persons acting in concert with the Offeror own, control, acquired or have agreed to acquire, an aggregate of 242,311,960 Shares, representing approximately 58.58% of the Shares in issue as at the date of this announcement.

A 3. 10 Dec 2012. P ursuant to SC acquiring approximately 1.14% of the Shares in issue at a price S$1.80, the Offeror and persons acting in concert with the Offeror own, control, acquired or have agreed to acquire, an aggregate of 247,035,960 Shares, representing approximately 59.72% of the Shares in issue as at the date of this announcement.

A 4. 11 Dec 2012. P ursuant to SC acquiring approximately 0.41% of the Shares in issue at a price of S$1.80, the Offeror and persons acting in concert with the Offeror own, control, acquired or have agreed to acquire, an aggregate of 248,743,960 Shares, representing approximately 60.14% of the Shares in issue as at the date of this announcement.

A 5. 12 Dec 2012. P ursuant to SC acquiring approximately 0.60% of the Shares in issue at a price of S$1.80, the Offeror and persons acting in concert with the Offeror own, control, acquired or have agreed to acquire, an aggregate of 251,233,960 Shares, representing approximately 60.74% of the Shares in issue.

A 6. 13 Dec 2012. P ursuant to SC acquiring approximately 0.01% of the Shares in issue at a price of S$1.80, the Offeror and persons acting in concert with the Offeror own, control, acquired or have agreed to acquire, an aggregate of 251,259,960 Shares, representing approximately 60.74% of the Shares in issue.

A 7. 14 Dec 2012. The Company disclosed that Pinevale Investments Pte. Ltd. (a wholly owned subsidiary of Wheelock Properties (Singapore) Limited (the “Substantial Shareholder”)) had acquired an aggregate of 1,066,000 Shares on 13 December 2012 at a price of about S$1.81 from the open market, representing approximately 0.26% of the Shares in issue. The Substantial Shareholder had announced that it held approximately 16.09% of the Shares in issue, as a result of the purchases.

A 8. 19 Dec 2012. The Company announced that the Offer Document was dispatched to all shareholders of the Company and that an electronic copy of the Offer Document was available on the website of the SGX-ST.

A9. 21 Dec 2012. Pursuant to the Offeror receiving valid acceptances in respect of an aggregate of 2,000 Shares, the Offeror and its Concert Parties own, control, acquired or have agreed to acquire (including by way of valid acceptances of the Offer), an aggregate of 251,261,960 Shares, representing approximately 60.74% of the Shares in issue.

Based on Exhibit 1 2 above, we note the following:

(i) The last transacted price of the Shares on 30 November 2012 (being the Last Trading Day prior to the Announcement Date) was S$1.205. On 6 December 2012 (being the Market Day after the Announcement Date and the lifting of the trading halt), the price of the Shares rose to close at S$1.805; and

(ii) Between the Announcement Date and the Latest Practicable Date, the Offeror and its Concert Parties have acquired a total of 23,505,000 Shares in the open market at the price of S$ 1.80 per share. As at the Latest Practicable Date, the Offeror and its Concert Parties owned, controlled or has agreed to acquire an aggregate of 251,2 61,960 Shares representing approximately 60.74 % of the share capital of the Company as at the Latest Practicable Date.

42


We have also set out below in Exhibit 1 3 the premium implied by the Offer Price over the historical volume weighted average price (“VWAP”) and historical trading volume of the Shares from 1 December 2010 (being the 2-year period up to and including the Last Trading Day) to the Latest Practicable Date :

Exhibit 1 3 – Premium/(discount) implied by the Offer Price to VWAP (1)

Price

Premium / (discount)

of Offer Price over

price

Highest closing price

Lowest closing price

Average daily

trading volume (2)

Average daily trading volume as a percentage

of free fl oat (2) (3)

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

Periods up to and including the Last Trading Day prior to the Announcement Date

2-year VWAP 1.199 50.1 1.663 0.910 236,675 0.27

1-year VWAP 1.052 71. 1 1.290 0.945 246,213 0.28

6-month VWAP 1.105 62.9 1.290 0.945 274,669 0.31

3-month VWAP 1.139 58. 0 1.290 0.980 438,794 0.49

1-month VWAP 1.145 57.2 1.210 1.080 201,227 0.23

Last transacted price on the Last Trading Day

1.205 49.4 1.215(4) 1.205(4) 419,000 0.47

Periods after the Announcement Date

VWAP between Announcement Date and the Latest Practicable Date

1.87 8 (4. 15) 2.050 1.205 4, 234,083 4.74

Last transactedprice on the LatestPracticable Date

1.9 10 ( 5.76) 1.945(5) 1.885 (5) 1, 462,000 1. 64


Notes:

(1) VWAP is calculated as the total traded value divided by the total traded volume for the relevant period.

(2) The average daily volume of the Shares is calculated based on the total volume of Shares traded during the period divided by the number of Market Days over the same period.

(3) Free fl oat refers to approximately 89.3 million Shares or approximately 21.6 % of the issued share capital of the Company held by the public (as defi ned in the SGX-ST Listing Manual) as at the Announcement Date as obtained from Bloomberg L.P.

(4) On 30 November 2012 (being the Last Trading Day), the highest intra day traded price was S$1.215 and lowest intra day traded price was S$1.205.

(5) On 21 December 2012 (being the Latest Practicable Date), the highest intra day traded price was $ 1.945 and lowest intra day traded price was S$ 1. 885 .

43


Based on the above, we note the following:

(i) The Offer Price of S$1.80 per Share is above the range of the daily closing price of the Shares over the 2-year period up to and including the Last Trading Day, which is between a low of S$ 0.910 per Share and a high of S$ 1.663 per Share;

(ii) The Offer Price represents a premium of approximately 50.1 %, 71. 1 %, 62.9 %, 58. 0 % and 57.2 % over the 2-year, 1-year, 6-month, 3-month and 1-month VWAP of the Shares respectively;

(iii) The Offer Price represents a premium of approximately 49.4 % over the last transacted price of S$1.205 on the Last Trading Day prior to the Announcement Date;

(iv) Between the Announcement Date and the Latest Practicable Date, the Offer Price represents a discount of about 4. 15 % over the VWAP of the Shares of approximately S$1. 878. The Offer Price also represents a discount of about 5.76 % to the last transacted price of S$ 1.9 10 on the Latest Practicable Date;

(v) During the 2-year period up to and including the Last Trading Day, the Shares have traded thinly at an average daily trading volume of 236,675 Shares representing approximately 0.27 % of the Company’s free fl oat. While there appears to be a ready market for the Shares as indicated by the regular frequency of transactions, the absolute trading volume of the Shares is nevertheless very thin which renders the Shares illiquid for investors who wish to transact larger quantum of Shares; and

(vi) Between the Announcement Date and the Latest Practicable Date, trading liquidity of the Shares rose signifi cantly to an average daily trading volume of approximately 4,234,083 Shares, representing approximately 4.74% of the Company’s free fl oat, as compared to the average daily trading volume of approximately 236,675 Shares over the 2-year period up to and including the Last Trading Day. Approximately 46.3 % of the Shares traded during this period were attributable to open market purchases by the Offeror and its Concert Parties.

Shareholders are advised that the past trading performance of the Shares should not, in any way, be relied upon as an indication or a promise of its future trading performance.

7.7 Share price performance relative to market indices

To gauge the market price performance of the Shares relative to the general share price performance of the Singapore equity market and of real estate companies listed on the SGX-ST, we have compared the market price movement of the Shares against the following indices:

(i) The FTSE Straits Times Index (the “FSSTI”), which is a market capitalisation weighted index based on stocks of 30 representative companies listed on the Mainboard of the SGX-ST; and

(ii) The FTSE Strait Times Real Estate Holding & Development Index (the “FSTREH”), which is a market capitalisation weighted index that measures the performance of real estate holding and development companies listed on the Mainboard of the SGX-ST.

44


The market price performance of the Shares relative to the rebased FSSTI and the rebased FSTREH for the period from 1 December 2011 (being the 1-year period up to and including the Last Trading Day) up to and including the Latest Practicable Date, is illustrated below in Exhibit 1 4 :

Exhibit 1 4 – Share price performance against the market indices (rebased)


We have also set out in the table below the movements in the last transacted prices of the Shares, the rebased FSSTI and the rebased FSTREH between the Last Trading Day and the Latest Practicable Date:

Exhibit 1 5 – Share price movement between Last Trading Day and Latest Practicable Date

As at the Last Trading Day prior to Announcement Date

As at the Latest Practicable Date

Percentage Change (%)

SC Global Shares (S$) 1.205 1.9 10 58.5

Rebased FSSTI 1.278 1.31 7 3.1

Rebased FSTREH 1.548 1.63 0 5. 3


Based on the above, we note the following:

i) During the 1-year period up to and including the Last Trading Day, the Shares had generally under-performed the rebased FSSTI and the rebased FSTREH; and

ii) Between the Last Trading Day and the Latest Practicable Date, the Shares signifi cantly outperformed the rebased FSSTI and the rebased FSTREH, having increased by approximately 58.5% as compared to the increase of approximately 3.1% and 5. 3% in the rebased FSSTI and FSTREH respectively over the same period.

45


Based on the above observations, it appears likely that the market price and the trading volume of the Shares have been supported by the Offer subsequent to the Announcement Date. As such, there is no assurance that the market price and trading volume of the Shares will be maintained at the prevailing level as at the Latest Practicable Date after the close of the Offer.

7.8 Valuation ratios of selected listed companies broadly comparable to the Group

For the purpose of evaluating the fi nancial terms of the Offer, we have made reference to the valuation ratios of selected real estate development and holding companies listed on the SGX-ST which we consider to be broadly comparable to the Company in terms of having a primary focus on developing residential properties which are largely located within the Core Central Region (as defi ned by URA, Singapore) (“Comparable Companies”), to get an indication of the current market expectations with regard to the perceived valuation of the Company.

In evaluating these companies, we have applied and used the following valuation ratios:

Valuation ratios General descriptions

EV/EBITDA “EV” or “enterprise value” is the sum of the company’s market capitalization, preferred equity, minority interests, short and long term debt less its cash and cash equivalents. “EBITDA” stands for the historical earnings before interest, tax, depreciation and amortization expense, inclusive of the share of associates’ and joint ventures’ income and excluding exceptional items. The EV/EBITDA ratio illustrates the market value of a company’s business relative to its historical pre-tax operating cash fl ow performance, without regard to the company’s capital structure.

P/E “P/E” or “price-to-earnings” multiple illustrates the market price of a company’s shares relative to its earnings per share. The P/E multiple is affected by, inter alia, the capital structure of a company, its tax position as well as its accounting policies relating to depreciation and intangible assets.

P/NAV “P/NAV” or “price-to-net asset value” illustrates the ratio of the market price of a company’s shares relative to its historical book NAV per share as recorded in its latest reported fi nancial statements.

P/RNAV “P/RNAV” or “price-to-revalued net asset value” illustrates the ratio of the market price of a company’s shares relative to the revalued NAV per share adjusted to current market values of a company’s key assets.

Dividend yield “ Dividend yield” illustrates the ratio of the dividends paid out by the company during its operational duration for the last fi nancial year relative to its share price.

Debt to Assets “Debt-to-assets” illustrates the ratio of a company’s total short-term and long-term debt relative to the book value of its total assets as recorded in its fi nancial statements.

46


Brief descriptions of the Comparable Companies are set out below:

Exhibit 1 6 – Summary of Comparable Companies

Name

Market capitalisation(S$’ million)(1) Business description

Guocoland Limited(“Guocoland”)

2,8 04 Guocoland develops and invests in properties, provides investment trading, underwriting managers, and fund management and advisory services as well as offers internet commerce services.

Ho Bee Investments Ltd (“Ho Bee”)

1, 332 Ho Bee develops and invests in real estate properties in Singapore and United Kingdom and also operates hotels.

Wheelock Properties (S) Ltd (“Wheelock”)

2, 393 Wheelock and its subsidiaries own, develop and manage properties such as condominiums and apartment buildings.

Wing Tai Holdings Ltd(“Wing Tai”)

1,4 56 Wing Tai is an investment holding company whose subsidiaries invest in and develop properties, manufacture woven labels, and trade garments and architectural products and accessories. Wing Tai also provides management services and operates restaurants.

Bukit Sembawang Estates Ltd(“Bukit Sembawang”)

1, 766 Bukit Sembawang, through its subsidiaries, operates in property development, property mortgage fi nancing, and the holding of properties and investments.

Roxy-Pacifi c HoldingsLtd (“Roxy Pacifi c”)

52 0 Roxy Pacific, through its subsidiaries, develops and sells residential properties. Roxy Pacifi c also owns and invests in hotels.

Chip Eng Seng CorpLtd (“Chip Eng Seng”)

394 Chip Eng Seng specialises in building construction acvtivities in the private and public sector and also owns, develops and invests in properties.

Hiap Hoe Ltd(“Hiap Hoe”)

298 Hiap Hoe is an integrated property developer. Hiap Hoe develops luxury and mid-tier residential properties. HiapHoe also seeks out civil engineering and construction contracts but its main focus is developing its own residential properties.

UOL Group Ltd(“UOL”)

4, 5 41 UOL invests in properties, subsidiaries, associated companies and securities. UOL’s subsidiaries manage hotels and service apartments, invest in properties as well as distribute furniture and related accessories. UOL also trades sporting and athletic goods, equipment and other recreation goods.


Note:

(1) Market capitalisation of the Comparable Companies is based on their respective last transacted prices as at the Latest Practicable Date.

We wish to highlight that the Comparable Companies are not exhaustive and we recognise that there is no company listed on the SGX-ST which we may consider to be identical to the Company in terms of, inter alia, geographical markets, composition of business activities, scale of business operations, risk profi le, asset base, valuation methodologies adopted, accounting policies, track record, future prospects, market/industry size, political risk, competitive and regulatory environment, fi nancial positions and other relevant criteria and that such businesses may have fundamentally different annual profi tability objectives. The Independent Directors should note that any comparison made with respect to the Comparable Companies merely serve to provide an illustrative perceived market valuation of the Company as at the Latest Practicable Date.

47


We set out in Exhibit 1 7 below the valuation statistics for the Comparable Companies based on their last transacted share prices as at the Latest Practicable Date :

Exhibit 17 – Valuation ratios of the Comparable Companies

Comparable Companies

Market Cap.

(S$’m)Enterprise

value (S$’m)

EV / EBITDA(times)

P / E (times) P/NAV(2)

(times) P/RNAV(3)

(times)

Debt to asset

(times)FY2011 LTM(1) FY2011 LTM(1)

Guocoland 2,804 7,581 54.6 45.4 30.3 33.0 1.11 0.81 0.63

Ho Bee 1,332 1,752 15.7 16.8 6.6 7.2 0.77 0.64 0.18

Wheelock 2,393 1,956 8.4 15.8 8.2 11.1 0.78 0.75 0.08

Wing Tai 1,456 1,943 9.0 9.8 4.7 5.0 0.64 0.65 0.32

Bukit Sembawang 1,766 1,645 9.1 11.0 9.7 10.8 1.59 0.70 0.04

Roxy Pacifi c 520 843 20.3 17.4 10.5 11.6 2.26 0.76 0.61

Chip Eng Seng 394 705 6.4 8.8 3.2 5.6 0.93 0.58 0.44

Hiap Hoe 298 536 12.7 10.6 6.3 5.2 1.02 0.46 0.38

UOL 4,541 7,204 11.4 19.1 6.8 9.8 0.80 0.73 0.27

Maximum 54.6 45.4 30.3 33.0 2.26 0.81 0.63

Mean 16.4 17.2 9.6 11.0 1.10 0.68 0.33

Median 11.4 15.8 6.8 9.8 0.93 0.70 0.32

Minimum 6.4 8.8 3.2 5.0 0.64 0.46 0.04

SC Global (based on the Offer Price)

745 2,278 12.3 N.A.(4) 5.7 N.A.(4) 1.15 0.80 0.60

Source: Bloomberg L.P., the Company’s fi nancial statements.

Notes:

(1) LTM means latest twelve months .

(2) Based on the book NAV per share obtained from Bloomberg L.P. based on the most recent announced fi nancial statements of the respective companies. In respect of the Company, the P/NAV ratio is based on the Company’s unaudited NAV per Share of S$ 1.56 as at 30 September 2012.

(3) Based on the latest average RNAV estimates of publicly available analyst / broker reports for the respective companies. The P/RNAV multiple of the Company implied by the Offer Price is based on the RNAV per Share of the Group of approximately S$2.2 5 as set out in paragraph 7.4 above.

(4) Not applicable as LTM EBITDA and LTM earnings of the Company are negative.

For illustration purposes only, we note that based on the Offer Price:

(a) The P/NAV ratio of the Company of 1.15 times is within the range of the P/NAV ratios of the Comparable Companies, and higher than both the mean and median P/NAV ratios of 1.10 times and 0.93 times respectively in respect of the Comparable Companies;

(b) The P/RNAV ratio of the Company of 0.80 times is higher than the P/RNAV ratios of all the Comparable Companies with the exception of the P/RNAV ratio of Guocoland of 0.81 times;

(c) The LTM EV/EBITDA ratio of the Company is negative and hence not meaningful as a suitable comparison metric. However, for illustrative purposes, we note that the EV/EBITDA of the Company for FY2011 of 12.3 times is within the range of the EV/EBITDA ratios of the Comparable Companies, and higher than the median EV/EBITDA ratio of 11.4 times ; and

(d) The LTM P/E ratio of the Company is negative and hence not meaningful as a suitable comparison metric. However, for illustrative purposes, we note that the P/E of the Company for the FY2011 of 5.7 times is within the range of the P/E ratios of the Comparable Companies, but lower than both the mean and median P/E ratios of 9.6 times and 6. 8 times respectively.

48


Given the asset intensive nature of the Company’s core property development business, we consider the NAV-based valuation ratios such as P/NAV and P/RNAV as being more pertinent measures for assessing the Offer Price relative to the earning-based valuation ratios such as P/E and EV/EBITDA. The earnings of property-related companies may vary considerably over time and between companies due to factors such as the timing of project launches.

7.9 Precedent acquisitions involving selected companies broadly comparable to the Group

We have reviewed selected transactions completed during the 3-year period up to and including Latest Practicable Date involving the acquisitions of equity stakes in companies that are primarily in the business of residential property development and for which information is publicly available (“Comparable Precedent Transactions”). We have conducted our analysis largely based on P/NAV and P/RNAV multiples as the key parameters for the comparison, as well as the premium of the respective offers over the pre-announcement closing share price on the last trad ing market day before the announcement date, the 1-month VWAP and the 3-month VWAP.

A brief description of the target companies with respect to the Comparable Precedent Transactions is set out below:

Exhibit 1 8 – Description of the target companies Announcement Date Target company Description (at time of acquisition)

8-Aug-12 Hersing Corporation Limited (“Hersing”)

The Group is a leading brand manager and service provider in the real estate services, financial services, self storage and design and furnishing services segments.

30-May-12 Brothers (Holdings) Limited (“Brothers”)

Brothers (Holdings) Limited and its subsidiaries are in the business of developing, investing and managing commercial and residential properties with operations mainly located in the People’s Republic of China.

10-May-12 Wing Tai Holdings Limited (“Wing Tai”)

Wing Tai Holdings Limited and its subsidiaries are in the business of property investment, development and management, as well as fashion retail, food and beverage franchise operations, and hospitality management through serviced residences.

12-Aug-11 Centraland Limited(“Centraland”)

Centraland Limited and its subsidiaries are principally engaged in property development and management focusing mainly on specialty wholesale trading hubs in the People’s Republic of China.

23-May-11 Allgreen PropertiesLimited (“Allgreen”)

Allgreen Properties Limited is in the business of property development, property investment, hospitality, project and property management.

21-Sep-10 Soilbuild Group Holdings Ltd (“Soilbuild”)

Soilbuild Group Holdings Ltd is principally engaged in the development of residential and purpose-built business space properties in Asia.

26-Aug-10 MCL Land Limited (“MCL”)

MCL Land is mainly engaged in residential property development in Singapore and Malaysia.

Sources: Offer announcements released by the respective target companies.

49


Exhibit 1 9 below sets out the implied valuation metrics for the Comparable Precedent Transactions :

Exhibit 1 9 – Comparable Precedent Transactions

Date Target Transaction Summary

Implied 100% value(S$’m)

Premium / (Discount) implied by the respective offer (1)

P/ RNAV(3)

(times)P/ NAV(4)

(times)

Last Trading Market Day(2)

(%)

VWAP

1-month(%)

3-month(%)

8-Aug-12 Hersing Cash offer of S$0.23 for remaining 29.7% stake

144.5(5) 21.1 21.3 18.5 1.09(10) 1.3(11)

30-May-12 Brothers Cash offer of S$0.26 for remaining 49.4% stake

77.5(6) 44.4 43.6 39.0 0.58 1.44

10-May-12 Wing Tai Cash partial offer of S$1.39 for 15.0% of the shares

1,103.6(7) 18.3 14.3 9.6 0.62 0.55

12-Aug-11 Centraland Exit offer of S$0.40 for remaining 18.8% stake

738.0(8) 11.1 N.A.(9) 11.1 1.17(10) 3.25(11)

23-May-11 Allgreen Cash offer of S$1.60 for remaining 44.3% stake

2,544.6(12) 39.1 40.6 45.3 0.78(13) 0.96

21-Sep-10 Soilbuild Exit offer of S$0.80 for remaining 26.9% stake

417.8 (14) 13.5 15.6 18.5 1.06 1.26

26-Aug-10 MCL Exit offer of S$2.45 for remaining 22.6% stake

906.2(15) 25.6 27.3 31.4 0.59 0.87

Maximum 44.4 43.6 45.3 1.17 3.25

Mean 24.7 27.1 24.8 0.84 1.38

Median 21.1 24.3 18.5 0.78 1.26

Minimum 11.1 14.3 9.6 0.58 0.55

5-Dec-12 SC Global (implied by the Offer Price) 49.4 57.2 58. 0 0.80(16) 1.15

Source: Bloomberg L.P. and the announcements released by the respective target companies

50


Notes:

(1) Market premia/(discount) calculated relative to the closing price of the respective target companies one (1) day prior to the respective announcement dates and VWAP of the 1-month and 3-month period prior to the respective announcement dates.

(2) Closing share price on the last trading market day prior to the announcement date.

(3) Based on the offer price per share and the RNAV fi gures per share or the ex-cash offer price per share and the adjusted/ex-cash RNAV fi gures per share (where applicable) as disclosed in the IFA opinion letter for the respective offers.

(4) Based on the offer price per share and the book value per share or the ex-cash offer price per share and the adjusted/ex-cash book value per share (where applicable) based on the latest reported fi lings as of the respective transaction’s announcement date as disclosed in the IFA opinion letter for the respective offers.

(5) Based on the offer price of S$0.23 per share and a total of 628,475,216 shares as at the announcement date of the transaction.



(8) Based on the offer price of S$0.40 per share and a total of 1,845,000,000 shares as at the announcement date of the transaction.

(9) Not applicable as there were no trades done in the one-month period prior to the announcement date.

(10) Based on the adjusted net tangible asset fi gure per share of the group or revalued net tangible asset fi gure per share (where applicable) of the group as disclosed in the IFA opinion letter for the offer.

(11) Based on the net tangible asset per share of the group as disclosed in the IFA opinion letter for the offer.

(12) Based on the offer price of S$1.60 per share and a total of 1,590,381,075 shares as at the announcement date of the transaction.

(13) Based on the offer price per share and the higher of the two RNAV per share as disclosed in the IFA opinion letter for the offer.



(16) The P/RNAV multiple of the Company implied by the Offer Price is based on the RNAV per Share of the Group of approximately S$2.2 5 as set out in paragraph 7.4 above.

For illustration purposes, we note that based on the Offer Price: (i) The premium of the Offer Price to the last transacted price of the Shares on the Last Trading

Day and the 1-month and 3-month VWAP of 49.4%, 57.2% and 58. 0% respectively are higher than the maximum premia implied by the respective offer prices of the Comparable Precedent Transactions to the last transacted prices on the last trading day and 1-month and 3-month VWAP of 44.4%, 43.6% and 45.3% respectively;

(ii) The implied P/RNAV multiple of the Company based on the Offer Price of 0.80 times is within the range of the P/RNAV multiples of the Comparable Precedent Transactions and higher than the median P/RNAV multiple of 0.78 times but lower than the mean P/RNAV multiple of 0.84 times in respect of the Comparable Precedent Transactions; and

(iii) The implied P/NAV multiple of the Company based on the Offer Price of 1.15 times is within the range of the P/NAV multiples of the Comparable Precedent Transactions but lower than the mean and median P/NAV multiples of the Comparable Precedent Transactions of 1.38 times and 1.26 times respectively.

51


The Comparable Precedent Transactions and the acquired companies may not be directly comparable with the Offer and the Company and may vary with respect to, amongst other factors , geographical markets, composition of business activities, scale of business operations, risk profile, asset base, valuation methodologies adopted, accounting policies, track record, future prospects, market/industry size, political risk, competitive and regulatory environment, fi nancial positions and other relevant criteria and that such businesses may have fundamentally different annual profi tability objectives. Accordingly, the Independent Directors should note that any comparison made with respect to the Comparable Precedent Transactions merely serve to provide an illustrative perceived market valuation of the Company as at the Latest Practicable Date.

7.10 Precedent privatization transactions in Singapore

For the purpose of our evaluation on the fi nancial terms of the Offer vis-à-vis other recent successful privatizations of companies listed on the SGX-ST, we set out below in Exhibit 20 statistics on privati zations relating to companies listed on the SGX-ST during the 3-year period up to and including the La test Practicable Date (“Precedent Privatizations”).

Exhibit 20 – Precedent Privatizations in SingaporePremium to pre-announcement share price (1)

Date of announcement Target

Offer price (S$)

Last transacted

price(2)

VWAP

1-Month 3-month 6-month

(%) (%) (%) (%)

18-Sep-12 Juken Technology Ltd 0.180 28.6 26.8 24.1 17.7

0 2-Apr-12 Adampak Ltd 0.420 21.7 33.8 38.2 50.5

28-Dec-11 SMB United Ltd 0.400 33.3(3) 45.5 50.9 52.7

28-Oct-11 Unidux Electronics Ltd 0.143 104.3 178.4 99.7 49.2

07-Oct-11 Heng Long International Ltd 0.600 7.1 6.8 17.4 29.9

23-Aug-11 Asia Environment Holdings Ltd 0.300 33.3 24.0 21.0 24.0

01-Aug-11 C & O Pharmaceutical Technology (Holdings) Ltd

0.500 11.1 16.8 20.2 22.6

01-Jun-11 Portek International Ltd 1.400 97.2 96.9 122.9 136.1

09-Mar-11 Passion Holdings Ltd 0.260 23.8 28.1 27.4 30.0

05-Mar-11 Sinomem Technology Ltd 0.700 28.4 33.9 34.5 36.6

06-Jan-11 Kim Eng Holdings Ltd 3.100 55.8 62.6 67.9 79.2

29-Oct-10 Thomson Medical Centre Ltd 1.750 62.0 71.7 90.2 106.4

16-Aug-10 Pine Agritech Ltd 0.200 11.1(4) 7.1 18.6 50.4

23-Jul-10 RSH Ltd 0.850 41.7(5) N.A.(6) N.A.(6) 32.8

02-Jun-10 Eng Kong Holdings Ltd 0.295 37.2 20.9 19.1 22.6

27-May-10 Parkway Holdings Ltd 3.950 30.8 20.4 23.1 29.1

02-Feb-10 China Video Surveillance Ltd 0.265 140.9(7) 132.9 91.9 89.6

Maximum 140.9 178.4 122.9 136.1

Mean 45.2 50.4 47.9 50.6

Median 33.3 31.0 31.0 36.6

Minimum 7.1 6.8 17.4 17.7

5-Dec-12 SC Global (implied by the Offer Price)

1.80 49.4 5 7.2 58.0 62.9

Source: Bloomberg and the respective target companies’ shareholders’ circular.

52


Notes:

(1) Market premia calculated relative to the closing price of the respective target companies one (1) day prior to the respective announcement dates or before the trading of shares was halted and VWAP of the 1-month, 3-month and 6-month period prior to the respective announcement dates.

(2) Closing share price on the last trading market day prior to the announcement date or before the trading of shares was halted as disclosed in the IFA opinion letter for the offer.

(3) Based on the last transacted share price on 31 October 2010 before the trading of the shares w as halted at 1015 hours on 31 October 2010 as disclosed in the IFA opinion letter for the offer.

(4) Based on the last transacted share price before the trading of the shares w as halted from 0900 hours on 13 August 2010 to 0900 hours on 18 August 2012 as disclosed in the IFA opinion letter for the offer.

(5) Based on the last transacted price on the last trading date, being 23 March 2010.

(6) N.A. means not applicable.

(7) Based on the last transacted price on 2 February 2010 before the trading of shares was halted at 1230 hours on 2 February 2010 as disclosed in the IFA opinion letter for the offer.

Based on the above analysis, we note the following:

(a) The premium of approximately 49.4% implied by the Offer Price over the last transacted price of the Shares on the Last Trading Day is within the range and higher than the mean and median premia of 45.2% and 33.3% respectively as implied by the respective offer prices paid over the last transacted market prices of the shares with respect to the Precedent Privatizations;

(b) The premium of approximately 57.2% implied by the Offer Price over the 1-month VWAP of the Shares up to and including the Last Trading Day is within the range and higher than the mean and median premia of 50.4% and 31.0% respectively as implied by the respective offer prices over 1-month VWAP of the shares with respect to the Precedent Privatizations;

(c) The premium of approximately 58.0% implied by the Offer Price over the 3-month VWAP of the Shares up to and including the Last Trading Day is within the range and higher than the mean and the median premia of 47.9% and 31.0% respectively as implied by the respective offer prices over the 3-month VWAP of the shares in respect of the Precedent Privatizations; and

(d) The premium of approximately 62.9% implied by the Offer Price over the 6-month VWAP of the Shares up to and including the Last Trading Day is within the range and higher than the mean and the median premia of 50.6% and 3 6.6% respectively as implied by the respective offer prices over the 6-month VWAP of the shares in respect of the Precedent Privatizations.

The Independent Directors should note that the level of premium (if any) an acquirer would normally pay for acquiring and/or privatizing a listed company (as the case may be) varies in different circumstances depending on, inter alia, the attractiveness of the underlying business to be acquired, the synergies to be gained by the acquirer from integrating the target company’s businesses with its existing business, the possibility of a signifi cant revaluation of the assets to be acquired, the availability of substantial cash reserves, the liquidity in the trading of the target company’s shares, the presence of competing bids for the target company, the extent of control the acquirer already has in the target company and prevailing market expectations. Consequently, each Precedent Privatization has to be judged on its own merits (or otherwise).

The list of Precedent Privatizations indicated herein has been compiled based on publicly available information as at the Latest Practicable Date and is by no means exhaustive. The above table captures only the premia/discounts implied by the offer prices in respect of the Precedent Privatizations over the aforesaid periods and does not highlight bases other than the aforesaid in determining an appropriate premium/discount for the recent Precedent Privatizations. It should be noted that the comparison is made without taking into account the total amount of the offer

53


value of each respective Precedent Privatization or the relative effi ciency of information or the underlying liquidity of the shares of the relevant companies or the performance of the shares of the companies or the quality of earnings prior to the relevant announcement and the market conditions or sentiments when the announcements were made or the desire or the relative need for control leading to compulsory acquisition.

We wish to highlight that the Company is not in the same industry and does not conduct the same businesses as the other companies in the list of Precedent Privatizations and would not, therefore, be directly comparable to the list of companies in terms of, inter alia, geographical markets, composition of business activities, scale of business operations, risk profile, asset base, valuation methodologies adopted, accounting policies, track record, future prospects, market/industry size, political risk, competitive and regulatory environment, fi nancial positions and other relevant criteria. Accordingly, the Independent Directors should note that the above comparison merely serves as a general guide to provide an indication of the premium or discount in connection with the Precedent Privatizations. Therefore, any comparison of the Offer with the Precedent Privatizations is for illustration purposes only. Conclusions drawn from the comparisons made may not necessarily refl ect any perceived market valuation for the Company.

7.11 The historical dividend track record of the Company and selected alternative investments

For the purpose of assessing the Offer, we have considered the historical dividend record of the Shares for the last 3 fi nancial years prior to the Announcement Date and compared them with the returns which a Shareholder may potentially obtain by re-investing the proceeds from the Offer in other selected alternative equity investments.

The Company had declared and paid the following ordinary dividends in respect of its last 3 fi nancial years:

Exhibit 21 – Net Dividend Yield of the Shares

FY2009 FY2010 FY2011

Net dividend per Share (S$) 0. 15 0.0 5 0.0 2

1-year average Share price 1.07 1.68 1.31

Net dividend yield (%) 1.40 2.98 1.53

Source: Bloomberg L.P. and the Company’s fi lings.

We understand from the Management that, although the Company has been paying dividends in recent years, the Company does not have a fi xed rate of dividend payment. As such, the quantum of future dividends which may be paid by the Company in any period would depend on various factors including but not limited to the fi nancial performance of the Group, its working capital and capital expenditure needs as well as other considerations. We note that as at 30 September 2012, the Group had retained earnings of approximately S$339. 3 million based on its latest unaudited fi nancial statements for 9M2012.

The observation above only serves as an illustrative guide and is not an indication of the future dividend policy of the Company.

For the purpose of analyzing the Offer, we have considered th at Shareholders who accept the Offer may re-invest the proceeds from the Offer in selected alternative equity investments including the equity of the Comparable Companies and/or a broad Singapore market index instrument such as the STI Exchange Traded Fund (“STI ETF”).

54


For illustration purposes, the dividend yields of these selected alternative investments based on their ordinary dividends declared over the latest fi nancial year are as follows:

Exhibit 22 – Dividend yields of selected alternative investmentsComparable Companies Dividend yield(1)

Guocoland 2. 11%

Ho Bee 2. 09%

Wheelock 3.0 0%

Wing Tai 3. 76%

Bukit Sembawang 2. 64%

Roxy Pacifi c 3. 67%

Chip Eng Seng 6. 67%

Hiap Hoe 1.1 9%

UOL 2.5 4%

Mean 3. 07%

Median 2. 64%

STI ETF 2.9 6%

SC Global (based on the Offer Price) 1.11%(2)

Source: Bloomberg L.P., the Company’s fi nancial statements

Notes:

(1) Net dividend yield of each selected alternative investments is computed as the dividends declared in the latest fi nancial year divided by the closing market price as at the Latest Practicable Date (or where there was no trading on such date, the last available closing market price). The aforementioned dividend yield computed may differ from the actual dividend yield which will vary depending on the actual cost of investment paid by the individual investor.

(2) Based on the total dividends declared by the Company over the last fi nancial year of approximately S$0.02 per Share and the Offer Price of S$1.80.

Based on the above dividend analysis, we note that the dividend yield of the Company is lower than both the mean and median of the Comparable Companies at 3. 07% and 2. 64 % respectively; and also lower than that of the STI ETF. This suggests that Shareholders who accept the Offer may potentially experience an increase in dividend income if they re-invested the proceeds from the Offer in the shares of other selected alternative investments.

We wish to highlight that the above dividend analysis serves only as an illustrative guide and is not an indication of the Company’s future dividend policy nor that of any of the Comparable Companies or the STI ETF. There is no assurance that the Company will continue or any of the above selected alternative investments will continue to pay dividends in the future and / or maintain the level of dividends paid in past periods.

Notwithstanding the above, it is uncertain whether the Company and the Comparable Companies can maintain its historical dividend yields at the levels set out above, hence it is uncertain whether the Shareholders will be able to increase their investment income by liquidating their investment in the Company and reinvesting their proceeds in the Comparable Companies.

Independent Directors should note that an investment in the equity of the Comparable Companies provides a different risk-return profi le as compared to an investment in the Shares, and therefore the above comparison serves purely as a guide only. Furthermore, it should also be noted that the above analysis ignores the effect of any potential capital gain or capital loss that may accrue to the Shareholders arising from their investment in the Shares due to market fl uctuations in the price of the Shares during the relevant corresponding periods in respect of which the above dividend yields were analysed.

55


8. OTHER CONSIDERATIONS

8.1 The Offer is the only unconditional offer available to the Shareholders

Pursuant to Rule 15.1 of the Code, when an offeror makes a voluntary offer whe re the offeror has not incurred an obligation to make a general offer for the company under Rule 14.1, the voluntary offer must be conditional upon the offeror receiving acceptances in respect of voting rights which, together with voting rights acquired or agreed to be acquired before or during the offer, will result in the offeror and person acting in concert with it holding more than 50% of the voting rights.

As at the Latest Practicable Date, the Offeror and its Concert Parties collectively hold approximately 60.74 % of the Shares and the Company has confi rmed that there is no alternative or competing offer available to the Shareholders. In the event of an alternative or competing offer, we note that unless the Offeror and its Concert Parties accept such alternative or competing offer, any offer made by any third parties would not be capable of becoming unconditional.

We further note that the Offer is unconditional in all respects, therefore accepting Shareholders will receive the entire proceeds in cash within 10 days after receipt by the Offeror of the acceptances and accepting Shareholders will not incur any brokerage commissions or transaction costs.

8.2 Compulsory Acquisition

Pursuant to Section 215(1) of the Companies Act, if the Offeror receives valid acceptances of the Offer or acquires Offer Shares during the period of the Offer otherwise than through valid acceptances of the Offer in respect of not less than 90% of the total number of issued Shares (other than those already held by the Offeror, its related corporations or their respective nominees as at the Offer Announcement Date), the Offeror would be entitled to exercise the right to compulsorily acquire all the Shares of Shareholders who have not accepted the Offer.

In such event, the Offeror intends to exercise its right to compulsorily acquire all the Shares not acquired under the Offer. The Offeror will then proceed to delist the Company from the SGX-ST.

8.3 Listing Status of SC Global and Suspension Risk

Pursuant to Rule 1105 of the Listing Manual, in the event that the Offeror and its Concert Parties should, as a result of the Offer or otherwise, own or control more than 90% of the issued Shares, the SGX-ST may suspend the listing of the Shares on the SGX-ST until such time when the SGX-ST is satisfi ed that at least 10% of the issued Shares are held by at least 500 shareholders of the Company who are members of the public. In addition, pursuant to Rule 723 of the Listing Manual, SC Global must ensure that at least 10% of its total issued Shares (excluding treasury shares) is at all times held in public hands (the “Free Float Requirement”).

In the event the Offeror is unable to exercise the right to compulsorily acquire all the Offer Shares not acquired under the Offer and the Company does not meet the requirements under Rule 723, the Offeror and its Concert Parties do not intend to maintain or support any action taken or to be taken to maintain the present listing status of the Company. Accordingly, the SGX-ST will suspend trading of the Shares on the SGX-ST following the close of the Offer (“Suspension”) if less than 10% of the total issued share capital of the Company is not held in public hands.

As at the Latest Practicable Date, excluding the approximately 60.74 % of Shares owned, controlled, acquired or have been agreed to be acquired by the Offeror and its Concert Parties, as well as the shareholding interests of the Substantial Shareholder and the Directors , the percentage of issued ordinary shares held in public hands is approximately 20.21%. For illustration purposes, should the Offeror and its Concert Parties , the Substantial Shareholder and/or the Directors acquire another 42,234,750 Shares representing approximately 10.21% of the Shares in issue as at the Latest Practicable Date, the Free Float Requirement will not be met and the SGX-ST would have the right to suspend trading in the Shares following the close of the Offer.

56


In the event of a Suspension and as the Offeror has no intention to maintain or support any action taken or to be taken to meet the Free Float Requirement, trading in the Shares will remain suspended and, in such circumstances, Shareholders would not have any exit alternative. Further, pursuant to Rule 33.2 of the Code, as the Offeror may not, within six (6) months of the close of the Offer, acquire or make another offer to acquire Shares on terms better than the terms of the Offer, any exit offer made by the Offeror pursuant to a voluntary delisting in accordance with Rules 1307 and 1309 would likely be on the same terms as the Offer. It is therefore likely that a Shareholder who did not accept the Offer may also not vote in favour of any Delisting Resolution.

In the event of a Suspension and where a Delisting Resolution may not be approved, to ensure

that Shareholders are provided with an opportunity to exit from the Company and to not have to hold for an indefi nite period Shares which are subject to the Suspension, the Offeror has applied for and obtained a conditional confi rmation from the SGX-ST that, in the event that the Company does not meet the Free Float Requirement, the SGX-ST will not have any objection to a waiver of Rule 1307 for the Company to obtain shareholders’ approval for the delisting (the “SGX-ST Confi rmation”) of the Company from the SGX-ST. The SGX-ST Confi rmation is subject to the following:

(i) a reasonable cash exit alternative (the “Exit Offer”) on the same terms and price as the Offer must be made to the Company’s remaining shareholders pursuant to Rule 1309;

(ii) an unqualifi ed opinion from the board of directors of the Company and the independent fi nancial adviser (“IFA”) that the Exit Offer price and the terms of the Exit Offer are fair and reasonable and not prejudicial to the interests of the Shareholders;

(iii) compliance with the provisions under the Code and all applicable laws; and

(iv) the Company announcing the SGX-ST Confi rmation, the reasons for seeking the SGX-ST Confi rmation and the conditions as required under Rule 107 of the SGX-ST Listing Manual.

Following the close of the Exit Offer, the SGX-ST will delist SC Global from the SGX-ST. 8.4 Implications of delisting or Suspension for Shareholders

Shareholders who do not accept the Offer should note the following implications or consequences which may arise as a result of any suspension in, and/or delisting of the Shares:

(i) Shares of unquoted companies are generally valued at a discount to the shares of comparable listed companies as a result of lack of marketability;

(ii) It is likely to be diffi cult for Shareholders to sell their Shares in the absence of a public market for the Shares as there is no arrangement for such Shareholders to exit their investments in the Shares. If the Company is delisted, even if such Shareholders were subsequently able to sell their Share s, they may receive a lower price than that of the Offer Price;

(iii) Given the time taken for the Offeror to exercise its right to compulsorily acquire the remaining Shares or the time taken for Dissenting Shareholders to exercise any rights they may have to compel the Offeror to acquire their Shares under Section 215(3) of the Companies Act, the settlement date on compulsory acquisition is likely to be later than the settlement date had the Offer been accepted;

57


(iv) As an unlisted company, the Company will no longer be obliged to comply with the listing requirements of the SGX-ST, in particular the continuing corporate disclosure requirements under Chapter 7 of the Listing Manual and Appendices 7.1 to 7.4 to the Listing Manual. Shareholders will no longer enjoy the same level of protection, transparency and accountability afforded by the Listing Manual. Nonetheless, as a company incorporated in Singapore, the Company will still need to comply with the Companies Act and its memorandum and articles of association and the interests of Shareholders who do not accept the Offer will be protected to the extent provided for by the Companies Act which includes, inter alia, the entitlement to be sent a copy of the profi t and loss accounts and balance sheet at least fourteen (14) days before each annual general meeting, at which the accounts will be presented; and

(v) There is no assurance that the Company will maintain its historical dividend payments in the future.

8.5 Offeror’s future plans for the Group

The Offeror intends for SC Global to continue its existing business activities and there are no plans to (i) introduce any major changes to the business of SC Global or the operations of any of its subsidiaries, (ii) re-deploy any of the fi xed assets of SC Global or (iii) discontinue the employment of any of the existing employees of SC Global and/or its subsidiaries, other than in the ordinary course of business. However, the Offeror retains the fl exibility at any time to consider any options or opportunities in relation to SC Global which may present themselves and which it may regard to be in the best interests of SC Global.

8.6 Potential funding requirements of the Group

We understand from the Management that the Group operates in a capital intensive industry that relies on the availability of sizeable amounts of debt. As at 30 September 2012, the Group had approximately S$1.57 billion of fi nancial liabilities, including approximately S$144.0 million which is due to be refi nanced or rolled over within the next 12 months from 30 September 2012. While the Group has facilities and funds available for use, there can be no assurance that it will be able to refi nance its fi nancial liabilities as and when such liabilities becomes due on commercially reasonable terms or at all. The Group may be required to meet its funding needs by procuring fi nancing on terms which restrict it in certain ways, including limiting its ability to pay dividends or requiring it to procure consents before it can pay dividends to shareholders.

In addition , we note that the Group’s high level of inventory holding and indebtedness means that a material portion of its expected cash fl ow may be required to be dedicated to the payment of interest on its indebtedness, operating costs of maintaining its inventory, and payment of any relevant QC extension charges or penalties, thereby reducing the funds available to the Group for use in its general business operations.

We understand from the Management that in the event that the Group is required to restructure its borrowings or provide funding to any of its subsidiaries or associated companies to preserve long term shareholder value and optimize capital management sources and needs within the Group, it may have to incur additional indebtedness or raise further capital through the issuance of new securities including equity cash calls to shareholders which may result in potential dilution.

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9. OPINION

In arriving at our opinion on the Offer, we have taken into account the following key considerations (which should be read in conjunction with, and in the context of, the full text of this letter):

Factors in favor of the Offer Price:

(a) The revenue of the Group had declined signifi cantly by approximately 39.7% year-on-year from S$680.4 million in 9M2011 to S$410.6 million in 9M2012 largely due to slower sales. The general consensus of market reports indicate s that the high-end residential property market in Singapore is expected to remain cautious with sales remaining tepid and prices stagnating or declining in the foreseeable future;

(b) The Offer Price of S$1.80 represents a premium of approximately 15.4% over the unaudited NAV per Share of the Company of S$1.56 as at 30 September 2012 despite the Shares ha ving consistently traded at a discount of between 17.3% to 39.4% to the trailing NAV per Share over the 1-year period up to and including the Last Trading Day;

(c) The Offer Price represents a premium of approximately 57.9 % to the average price target of S$1.14 based on the estimates released by 2 analysts after the announcement of the Group’s latest unaudited fi nancial statements for 9M2012 but before the Announcement Date;

(d) The Shares ha ve not traded at or above the Offer Price of S$1.80 since 1 December 2010 up to the Last Trading Day based on the daily closing price ;

(e) The Offer Price represents a signifi cant premium of 50.1%, 71. 1%, 62.9%, 58. 0%, 57.2% and 49.4% over the 2-year, 1-year, 6-month, 3-month and 1-month VWAP and the last transacted price on the Last Trading Day of the Shares respectively;

(f) The trading liquidity of the Shares had been very thin prior to the Announcement Date given that during the 2-year period up to and including the Last Trading Day, the daily average trading volume of the Shares was only approximately 236,675 Shares representing approximately 0.27 % of the Company’s free fl oat;

(g) As compared to the relative performance of the market indices, the current market price and the trading volume of the Shares may have been underpinned by the Offer subsequent to the Announcement Date. As such, there is no assurance that the market price and trading volume of the Shares will be maintained at the prevailing level as at the Latest Practicable Date after the close of the Offer;

(h) In comparison with the Comparable Companies:

The P/NAV ratio of the Company of 1.15 times as implied by the Offer Price is within the range of the P/NAV ratios and higher than the mean and median P/NAV ratios of 1.10 times and 0.93 times respectively;

The P/RNAV ratio of the Company of 0.80 times as implied by the Offer Price is higher than the P/RNAV ratios of all the Comparable Companies with the exception of Guocoland’s P/RNAV ratio of 0.81 times;

(i) In comparison with the Comparable Precedent Transactions:

The P/RNAV ratio of the Company of 0.80 times as implied by the Offer Price is within the range of the P/RNAV ratios and higher than the median P/RNAV ratio of 0.78 times;

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The Offer Price premium of 58. 0%, 57.2% and 49.4% over the 3-month and 1-month VWAP and the last transacted price on the Last Trading Day of the Shares respectively is higher than the maximum offer price premia of 45.3%, 43.6% and 44.4% over the 3-month and 1-month VWAP and the last transacted price on the last trading day of the Comparable Precedent Transactions respectively;

(j) In comparison with the Precedent Privatizations:

The premium of approximately 49.4% implied by the Offer Price over the last transacted price of the Shares on the Last Trading Day is within the range and higher than the mean and median premia of 45.2% and 3 3.3% respectively implied by the respective offer prices paid over the last transacted market prices of the shares;

The premium of approximately 57.2% implied by the Offer Price over the 1-month VWAP of the Shares is within the range and higher than the mean and median premia of 50.4% and 31.0% respectively as implied by the respective offer prices over the 1-month VWAP of the shares;

The premium of approximately 58.0% implied by the Offer Price over the 3-month VWAP of the Shares is within the range and higher than the mean and the median premia of 47.9% and 31.0% respectively as implied by the respective offer prices over 3-month VWAP of the shares;

The premium of approximately 62.9% implied by the Offer Price over the 6-month VWAP of the Shares is within the range and higher than the mean and the median premia of 50.6% and 36.6% respectively as implied by the respective offer prices over the 6-month VWAP of the shares;

(k) The dividend yield of the Company is lower than the mean and median dividend yield of the Comparable Companies and the dividend yield of the STI ETF, suggesting that Shareholders who accept the Offer may potentially experience an increase in dividend income if they re-invest the proceeds from the Offer in the shares of other selected alternative investments;

Factors against the Offer Price:

(l) The Offer Price represents a discount of approximately 5.76% to the last transacted price of the Shares of S$1.910 as at the La test Practicable Date ;

(m) The Offer Price represents a discount of approximately 20.0% to the RNAV per Share of S$2.2 5. However, we note that the Company has a substantial inventory of unsold units as well as development properties that have uncontracted units expected to be completed in future. Taking into account the outlook for the luxury residential sector in Singapore and the slow take-up rates of the Company’s inventories, the Company may not be able to sell its inventories at the necessary premiums to realise profi ts in the near future. In addition, we wish to highlight that the RNAV per Share calculated is based on the estimated revaluation surpluses on unsold and/or uncompleted development properties and does not take into account factors such as, inter alia, time value of money, market conditions, legal fees, liquidation costs, contractual obligations, regulatory requirements and availability of potential buyers, which would theoretically lower the RNAV that can be realized;

(n) In comparison with the Comparable Precedent Transactions:

The P/NAV ratio of the Company of 1.15 times as implied by the Offer Price is lower than the mean and median P/NAV multiples of 1.38 times and 1.26 times respectively; and

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The P/RNAV ratio of the Company of 0.80 times as implied by the Offer Price is lower than the mean P/RNAV of 0.84 times.

Other factors:

(o) As at the Latest Practicable Date, the Offeror and its Concert Parties collectively hold approximately 60.74 % of the Shares and the Company has confi rmed that there is no alternative or competing offer available to the Shareholders. In the event of an alternative or competing offer, we note that unless the Offeror and its Concert Parties accept such alternative or competing offer, any offer made by any third parties would not be capable of becoming unconditional;

(p) The intention of the Offeror to exercise any rights of compulsory acquisition in the event that the Offeror acquires not less than 90% of the total number of issued Shares (other than those already held by the Offeror, its related corporations or their respective nominees as at the Announcement Date and excluding any Shares held by the Company as treasury shares);

(q) The intention of the Offeror not to maintain or support any action taken or to be taken to maintain the listing status of the Company if the Offeror is unable to exercise the right to compulsorily acquire all the Shares not acquired under the Offer and the Company does not meet the Free Float Requirement pursuant to Rule 723 of the Listing Manual ;

(r) As at the Latest Practicable Date, if during the Offer, the Directors, Chief Executive Offi cer, the Offeror and its Concert Parties and/or the Substantial Shareholder acquire another 42,23 4,750 Shares representing approximately 10.21 % of the Shares as at the Latest Practicable Date, the Free Float Requirement will not be met and the SGX-ST would have the right to suspend trading in the Shares following the close of the Offer ;

(s) In the event of a Suspension and where a Delisting Resolution may not be approved, the Offeror has obtained a conditional confi rmation from the SGX-ST that, in the event that the Company does not meet the Free Float Requirement, the SGX-ST will not have any objection to a waiver of Rule 1307 for the Company to obtain shareholders’ approval for the delisting, subject to certain conditions set out in section 10.4 of the Offer Document;

(t) The Offeror has no present intention to make any major changes to the existing business of the Company ; and

(u) The Group’s high level of inventory holding and indebtedness means that a material portion of its expected cash fl ow may be required to be dedicated to the payment of interest on its indebtedness, operating costs of maintaining its inventory, and payment of any relevant QC extension charges or penalties, thereby reducing the funds available to the Group for use in its general business operations.

Having considered the aforesaid points including the various factors set out in this letter and summarised in this section, we are of the opinion that, on balance, the fi nancial terms of the Offer are fair and reasonable and are not prejudicial to the interests of minority Shareholders. Based on our opinion and accordingly, we advise the Independent Directors to recommend that Shareholders accept the Offer, unless Shareholders are able to obtain a price higher than the Offer Price in the open market, taking into account all brokerage commissions or transaction costs in connection with open market transactions.

Independent Directors should also note that transactions of the Shares are subject to possible market fl uctuations and accordingly, our opinion on the Offer does not and cannot take into account the future transactions or price levels that may be established for the Shares since these are governed by factors beyond the ambit of our review.

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This letter is addressed to the Independent Directors for their benefi t, in connection with and for the purpose of their consideration of the fi nancial terms of the Offer and should not be relied on by any other party. The recommendation made by them to the Shareholders in relation to the Offer shall remain the sole responsibility of the Independent Directors.

Whilst a copy of this letter may be reproduced in the Circular, neither the Company nor the Directors may reproduce, disseminate or quote this letter (or any part thereof) for any other purpose at any time and in any manner without the prior written consent of PPCF in each specifi c case. This opinion is governed by, and construed in accordance with, the laws of Singapore, and is strictly limited to the matters stated herein and does not apply by implication to any other matter.

Yours faithfully,For and on behalf ofPrimePartners Corporate Finance Pte. Ltd.

Mark Liew Andrew LeoManaging Director, Corporate Finance Associate Director, Corporate Finance

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APPENDIX I – ADDITIONAL GENERAL INFORMATION

1. DIRECTORS

The names, addresses and descriptions of the Directors as at the Latest Practicable Date are set out below:

Name Address Description

Mr Simon Cheong Sae Peng 22B Cornwall GardensSingapore 269683

Chairman & CEO

Mrs Elizabeth Sam 45A Siang Kuang AvenueSennett EstateSingapore 347967

Non-Execut ive Independent Director

Mr Herman Ronald Hochstadt 33 Robin Road#02-02Three Three RobinSingapore 258208

Non-Execut ive Independent Director

Mr David Tsang Sze Hang 9E Harlyn RoadSingapore 299461

Executive Director & Director of Corporate Finance

2. PRINCIPAL ACTIVITIES

The Company is a public company limited by shares incorporated in Singapore and is listed on the Main Board of the SGX-ST. Its principal activity is investment holding focusing on real estate development and development of up-market residences. The Company has completed residential projects in Singapore such as The Ladyhill, The Lincoln Modern, The Boulevard Residence, Thre3e Thre3 Robin, The Marq on Paterson Hill, Hilltops and Martin No.38. Projects under construction in Singapore include Seven Palms, Sentosa Cove and Sculptura Ardmore located at Sentosa Cove and Ardmore Park respectively. The Company also holds a substantial interest of over 50 per cent. in an ASX-listed residential developer, AVJennings Limited.

3. SHARE CAPITAL

3.1 Issued Share Capital. The Company has only one class of shares, being ordinary shares. As at the Latest Practicable Date, the issued and paid-up share capital of the Company is S$ 239,503,000 comprising 413,637,481 Shares (excluding treasury shares), and the Company holds 1,159,325 treasury shares. The Shares are quoted and listed on the Mainboard of the SGX-ST. The Company does not have any outstanding instruments convertible into, rights to subscribe for, or options in respect of, Shares or securities which carry voting rights in the Company as at the Latest Practicable Date.

3.2 Rights of Shareholders in respect of Capital, Dividends and Voting. The rights of Shareholders in respect of capital, dividends and voting as contained in the Articles are set out in Appendix III to this Circular.

3.3 Number of Shares Issued. No new Shares were allotted and issued between 31 December 2011 and the Latest Practicable Date.

3.4 Outstanding Instruments Convertible into Shares. As at the Latest Practicable Date there are no outstanding instruments convertible into, rights to subscribe for, or options in respect of, securities being offered for or which carry voting rights affecting the Shares.

3.5 SC Global Performance Share Scheme. Subject to the achievement of certain performance targets, up to 19,000 Shares may be awarded to certain employees of the Company in 1H2013.

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4. FINANCIAL INFORMATION

4.1 Consolidated Income Statements. A summary of the audited consolidated income statements of the Group for the past three (3) fi nancial years ended 31 December 2009, 31 December 2010 and 31 December 2011, and the unaudited consolidated income statements of the Group for the nine-months ended 30 September 2011 and 30 September 2012, is set out below. The following summary should be read together with the audited consolidated fi nancial statements and the unaudited consolidated fi nancial statements for the relevant fi nancial periods and related notes thereto, which are available on the website of the Company at www.scglobal.com.sg. The audited consolidated fi nancial statements for the fi nancial year ended 31 December 2011and the unaudited consolidated fi nancial statements of the Group for the nine-months ended 30 September 2012, are also respectively set out in Appendices VII and VIII to this Circular.

(S$’000)Audited Unaudited

FY2009(1) FY2010( 2) FY2011 9M2011 9M2012

Revenue 804,745 743,177 769,079 680,425 410,584

Exceptional items – – – – –

Profi t/(Loss) before taxation 71,669 140,982 171,651 191,738 (31,848)

Profi t/(Loss) after taxation 56,966 108,444 136,697 155,724 (16,624)

Attributable to:

Equity holders of the Company 56,904 92,880 132,248 150,852 2,875

Non-controlling interests 62 15,564 4,449 4,872 (19,499)

Net earnings per Share (cents)

- Basic (cents) 14.39 23.17 32.03 36.53 0.69

- Diluted (cents) 13.97 22.56 31.61 35.89 0.69

Net dividend per Share (cents) 1.5 5.0 2.0 – – Notes:

(1) Not restated for FRS 115 (Agreement for the Construction of Real Estate and the Accompanying Note on Application of INT FRS 115 in Singapore). The restated fi gures would be as follows:

(S$’000) FY2009

Revenue 731,378

Exceptional items –

Profi t/(Loss) before taxation 32,029

Profi t/(Loss) after taxation 24,250

Attributable to:

Equity holders of the Company 24,188

Non-controlling interests 62

Net earnings per Share (cents)

- Basic (cents) 6.12

- Diluted (cents) 5.99

Net dividend per Share (cents) 1.5

(2) Restated, due to a change in accounting policy on revenue recognition for development properties for sale.

The summary fi nancial information above should be read together with the audited consolidated fi nancial statements of the Group for the relevant fi nancial periods and the related notes thereto as set out in the Company’s annual reports and the unaudited consolidated fi nancial statements of the Group for 9M2012 (copies of which are available for inspection at the offi ce of the Company as mentioned in paragraph 10 of Appendix I to this Circular).

The audited consolidated fi nancial statements of the Group for FY2011 and the unaudited consolidated fi nancial statements of the Group for 9M2012 are also reproduced in Appendices VII and VIII to this Circular respectively.

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4.1 Consolidated Balance Sheets. A summary of the audited consolidated balance sheet of the Group as at 31 December 2012 and the unaudited consolidated balance sheet of the Group as at 30 September 2012, is set out below. The following summary should be read together with the audited consolidated fi nancial statements for the fi nancial year ended 31 December 2011 and the unaudited consolidated fi nancial statements of the Group for the nine-months ended 30 September 2012 and the related notes thereto, which are respectively set out in Appendices VII and VIII to this Circular.

(S$’000)

Audited Unaudited

As at 31 December 2011

As at 30 September 2012

Non-current assets 136,899 127,365

Current assets 2,751,117 2,494,266

Non-current liabilities 1,743,246 1,475,867

Current liabilities 323,136 361,271

Net assets 821,634 784,493

Share capital 239,503 239,503

Reserves & Retained earnings 415,770 405,044

Non-controlling interests 166,361 139,946

Total equity 821,634 784,493

4.2 Material Changes in Financial Position . Save as disclosed in this Circular, the Offer Document and publicly available information on the Company (including and not limited to the Annual Report 2011 of the Company), there are no known material changes in the fi nancial position of the Company as at the Latest Practicable Date since 31 December 2011, being the date of the last published audited fi nancial statements of the Company were made up.

4.3 Signifi cant Accounting Policies. A summary of the signifi cant accounting policies of the Group

is set out in the notes to the audited consolidated fi nancial statements of the Group for FY2011, a copy of which is attached as Appendix VII to this Circular. Save as disclosed in the notes to the audited consolidated fi nancial statements of the Group for FY2011, there are no signifi cant accounting policies or any matter from such notes, which are of any major relevance for the interpretation of the accounts of the Group referred to in the Appendices.

4.4 No Change in Accounting Policies . Save as disclosed in Paragraph 4.1, there is no change in the accounting policies of the Group which would cause the fi nancial information disclosed in the Appendices not to be comparable to a material extent.

4.5 Statements of Prospects. The following statements set out in italics below (“Statements of Prospects”) have been extracted from the unaudited results of the Company for the fi nancial year ended 31 December 2011 made on 24 February 2012 and unaudited 2012 fi rst quarter results announcement as announced by the Company on SGXNET on 4 May 2012, and must be read in the context of this document:

“Save as disclosed in this announcement, the Group is not aware of any known factors or events that may affect the Group’s profi tability in the next reporting period or the next 3 months, as at the date of this announcement. Barring unforeseen circumstances, the Group expects to remain profi table for the year ending 31 December 2012.”

“Save as disclosed in this announcement and barring unforseen circumstances, the Group expects to remain profi table for the fi nancial year ending 31 December 2012.”

Shareholders should note that the Directors have set out in Appendix IV to this Circular, the bases and assumptions for the Statements of Prospects. KPMG and the IFA have each issued a letter in relation to the Statements of Prospects, which are set out in Appendices V and VI to this Circular respectively. Shareholders are urged to read Appendices IV , V and VI carefully.

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5. DISCLOSURE OF INTERESTS

5.1 Interests and Dealings in Shares and Convertible Securities. The number of Shares owned, controlled or agreed to be acquired by (a) the Offeror, (b) SC, (c) Madam Ding, (d) CST, (e) each of the SC Group Companies, (f) DBS (together, the “Relevant Persons” and each a “Relevant Person”), (g) the Directors, and (h) the IFA as at the Latest Practicable Date are set out in the following table:

Direct Interest Indirect Interest Total Interest

No. of Shares %(1) No. of Shares %(1) No. of Shares %(1)

Relevant Persons

Offeror 2,000 NM – – 2,000 NM

SC(2) 28,86 5,000 6.98 222,396,960 53.77 251,2 61,960 60.74

Madam Ding 718,588 0.17 – – 718,588 0.17

CST – – – – – –

Cheong SP(3) 211,976,664 51.25 9,701,708 2.35 221,678,372 53.59

Roveron(4) 9,701,708 2.35 – – 9,701,708 2.35

Meridon – – – – – –

Cresmon – – – – – –

Edenlia – – – – – –

DBS Bank – – – – – –

Directors

Elizabeth Sam 552,974 0.13 – – 552,974 0.13

Herman Ronald Hochstadt – – – – – –

David Tsang Sze Hang(5) 6,957,291 1.68 4,700,000 1.14 11,657,291 2.82

IFA

PrimePartners Corporate Finance Pte. Ltd. – – – – – –

Notes:

(1) Based on 413,637,481 Shares in issue (excluding 1,159,325 treasury shares as at the Latest Practicable Date).

(2) SC is deemed to have an interest in 222,396,960 Shares through his controlling interest in Cheong SP and 718,588 Shares held by his spouse, Madam Ding.

(3) Cheong SP holds the 211,976,664 Shares in the name of a nominee and is deemed to have an interest in a total of 9,701,708 Shares held by Roveron and Meridon .

(4) Roveron is deemed to have an interest in 37,706,708 Shares held in the names of nominees.

( 5) David Tsang Sze Hang is deemed to have an interest in 4,700,000 Shares held in the names of nominees. There are also 1,222,530 Shares due to be issued pursuant to the SC Global Performance Share Scheme consisting of

611,265 Shares by IH2013 and 611,265 Shares by IH2014.

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The dealings in Shares by the Relevant Persons during the period commencing six (6) months prior to the Offer Announcement Date, and ending on the Latest Practicable Date (the “Reference Period”) are set out in the following table :

Name DateNo. of Shares

AcquiredNo. of Shares

SoldTransaction Price

per Share (S$)

SC 13 September 2012 4,688,000 – 1.05

SC 6 December 2012 12,808,000 – 1.80

SC 7 December 2012 1,749,000 – 1.80

Cheong SP(1) 7 December 2012 113,001,664 – 1.80

Roveron(2) 7 December 2012 – 65,348,990 1.80

Meridon(3) 7 December 2012 – 11,558,162 1.80

Cresmon(4) 7 December 2012 – 23,510,586 1.80

Edenlia(5) 7 December 2012 – 12,583,926 1.80

SC 10 December 2012 4,724,000 – 1.80

SC 11 December 2012 1,708,000 – 1.80

SC 12 December 2012 2,490,000 – 1.80

SC 13 December 2012 26,000 – 1.80

Roveron( 6) 20 December 2012 – 28,005,000 1.80

Meridon( 7) 20 December 2012 – 70,970,000 1.80

Cheong SP 8) 20 December 2012 98,975,000 – 1.80

Offeror(9) 21 December 2012 2,000 – 1.80 Notes:

(1) Relevant Shares acquired from Roveron, Meridon, Cresmon and Edenlia pursuant to the Internal Restructuring.

(2) Relevant Shares transferred to Cheong SP pursuant to the Internal Restructuring.




(6) Relevant Shares transferred to Cheong SP pursuant to Internal Restructuring.

(7) Relevant Shares transferred to Cheong SP pursuant to Internal Restructuring.

(8) Relevant Shares acquired from Roveron and Meridon pursuant to Internal Restructuring.

(9) Relevant Shares acquired through acceptances received pursuant to the Offer.

Save as disclosed above, none of the Relevant Persons, Directors, or the IFA owns, controls or has agreed to acquire any or has dealt for value in any (i) Shares, (ii) other securities which carry voting rights in the Company or (iii) convertible securities, warrants, options or derivatives in respect of such Shares or securities which carry voting rights in the Company during the Reference Period.

5.2 Interests of the IFA in Shares. None of the IFA or funds whose investments are managed by the IFA on a discretionary basis owns or controls any (i) Shares, (ii) other securities which carry voting rights in the Company or (iii) convertible securities, warrants, options or derivatives of the Company as at the Latest Practicable Date.

5.3 Dealings in Shares by the IFA. None of the IFA or funds whose investments are managed by the IFA on a discretionary basis has dealt for value in the (i) Shares, (ii) other securities which carry voting rights in the Company or (iii) convertible securities, warrants, options or derivatives of the Company during the period commencing six (6) months prior to the Offer Announcement Date and ending on the Latest Practicable Date.

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5.4 Interests and Dealings of the Company in the Offeror. The Company is not directly or indirectly interested in any (i) equity share capital, or (ii) convertible securities, warrants, options or derivatives of the Offeror as at the Latest Practicable Date. Further, neither the Company nor its subsidiaries has dealt for value in any shares, or any convertible securities, warrants, options or derivatives of the Offeror, during the period commencing six (6) months prior to the Offer Announcement Date, and ending on the Latest Practicable Date.

5.5 Directors’ Service Contracts.

(a) As at the Latest Practicable Date, there are no service contracts between any Director or proposed director with the Company or any of its subsidiaries which have more than twelve (12) months to run and which are not terminable by the employing company within the next twelve (12) months without paying any compensation.

(b) There are no such service contracts entered into or amended between any Director or proposed director with the Company or any of its subsidiaries during the period commencing six (6) months prior to the Offer Announcement Date and ending on the Latest Practicable Date.

5.3 Arrangements Affecting Directors.

(a) There are no payments or other benefi ts which will be made or given to any Director or to any director of any other corporation which is, by virtue of Section 6 of the Companies Act, deemed to be related to the Company, as compensation for loss of offi ce or otherwise in connection with the Offer.

(b) There are no arrangements or agreements made between any Director and any other person in connection with, or conditional upon the outcome of, the Offer.

(c) None of the Directors has a material personal interest, whether direct or indirect, in any material contract entered into by the Offeror.

6. MATERIAL CONTRACTS WITH INTERESTED PERSONS

Neither the Company nor its subsidiaries has entered into any material contract (not being a contract entered into in the ordinary course of business) with interested persons(1) during the period commencing three (3) years prior to the Offer Announcement Date, and ending on the Latest Practicable Date.

Notes:

(1) An interested person, as defi ned in the Note on Rule 24.6 read with the Note on Rule 23.12 of the Code, is:

(a) a director, chief executive offi cer, or Substantial Shareholder of the company;

(b) the immediate family of a director, the chief executive offi cer, or a Substantial Shareholder (being an individual) of the company;

(c) the trustees, acting in their capacity as such trustees, of any trust of which a director, the chief executive offi cer or a Substantial Shareholder (being an individual) and his immediate family is a benefi ciary;

(d) any company in which a director, the chief executive offi cer or a Substantial Shareholder (being an individual) and his immediate family together (directly or indirectly) have an interest of 25% or more;

(e) any company that is the subsidiary, holding company or fellow subsidiary of the Substantial Shareholder (being a company); or

(f) any company in which a Substantial Shareholder (being a company) and any of the companies listed in (e) above together (directly or indirectly) have an interest of 30% or more.

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7. MATERIAL LITIGATION

As at the Latest Practicable Date, neither the Company nor any of its subsidiaries is engaged in any material litigation or arbitration proceedings, as plaintiff or defendant, which might materially and adversely affect the fi nancial position of the Company and its subsidiaries, taken as a whole. As at the Latest Practicable Date, the Directors are not aware of any litigation, claim or proceedings pending or threatened against the Company or any of its subsidiaries or of any fact likely to give rise to any litigation, claims or proceedings which might materially and adversely affect the fi nancial position of the Company and its subsidiaries, taken as a whole.

8. MARKET QUOTATION

The table below sets out the highest, lowest and last transacted prices and trading volume of the Shares on the SGX-ST on a monthly basis from June 2012 (being six (6) months preceding the Offer Announcement Date) and ending on the Latest Practicable Date:

MonthHighest Closing

Price (S$)Lowest Closing

Price (S$)Last Transacted Price as at Last Market Day (S$)

June 2012 0.990 0.945 0.975

July 2012 0.985 0.965 0.970

August 2012 0.990 0.965 0.985

September 2012 1.195 0.980 1.180

October 2012 1.290 1.120 1.120

November 2012 1.210 1.080 1.205

December 2012 (up to the Latest Practicable Date) 2.050 1.800 1.9 10


Highest and Lowest Prices

The highest and lowest closing prices of the Shares on the SGX-ST during the period commencing from June 2012 and ending on the Latest Practicable Date are as follows:

Highest closing price : S$2.05 on 17 December 2012

Lowest closing price : S$0.945 on 15 June 2012

9. GENERAL INFORMATION

(a) All expenses and costs incurred by the Company in relation to the Offer will be borne by the Company.

( b) PrimePartners Corporate Finance Pte. Ltd. has given and has not withdrawn its written consent to the issue of this Circular, with the inclusion of its name, its letter s (as set out on pages 22 to 61 and in Appendix VI to this Circular) and all references to them, in the form and context in which they appear in this Circular.

( c) KPMG LLP has given and has not withdrawn its written consent to the issue of this Circular, with the inclusion of its name, its letter (as set out in Appendix V to this Circular) and the reproduction of the auditors’ report in relation to the audited consolidated fi nancial statements of the Group for FY2011 (as set out in Appendix VII to this Circular) and all references to them , in the form and context in which they appear in this Circular.

( d) B.A.C.S. Private Limited has given and has not withdrawn its written consent to the issue of this Circular, with the inclusion of its name, in the form and context in which they appear in this Circular.

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( e) Stamford Law Corporation has given and has not withdrawn its written consent to the issue of this Circular, with the inclusion of its name, in the form and context in which they appear in this Circular.

(f) Colliers International Consultancy & Valuation (Singapore) Pte Ltd has given and has not withdrawn its written consent to the issue of this Circular, with the inclusion of its name, its valuation reports (as set out in Appendix IV to this Circular) and all references to them, in the form and context in which they appear in this Circular.

10. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection at the registered offi ce of the Registrar at 63 Cantonment Road, Singapore 089758, during normal business hours for the period during which the Offer remains open for acceptance:

(a) the memorandum and the articles of the Company;

(b) the annual reports of the Company for FY2009, FY2010 and FY2011, and the unaudited consolidated fi nancial statements of the Group for 3Q2011 and 3Q2012;

(c) the IFA Letter;

(d) the statements of prospects, the letter from KPMG and the IFA respectively in relation to the statements of prospects ;

(e) the letters of consent referred to in Section 9 of Appendix I to this Circular.

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APPENDIX II – ADDITIONAL INFORMATION ON THE OFFEROR

1. SOLE DIRECTOR

The name, address and description of the sole director of the Offeror as at the Latest Practicable Date are as follows:

Name Address Description

Mr Simon Cheong Sae Peng 22B Cornwall Gardens Singapore 269683

Director

2. PRINCIPAL ACTIVITIES

The Offeror is a private company limited by shares incorporated in Singapore on 15 November 2012 for the purposes of making the Offer and holding the Offer Shares. Its principal activity is investment holding. As at the Latest Practicable Date, the Offeror has an issued and paid-up share capital of S$100,000 comprising 100,000 ordinary shares. The Offeror is wholly owned by SC.

3. FINANCIAL SUMMARY

As the Offeror was incorporated on 15 November 2012, no fi nancial statements of the Offeror have been prepared to date.

4. MATERIAL CHANGES IN FINANCIAL POSITION

Save as a result of making and fi nancing the Offer and making and fi nancing the purchases of Shares up to the Latest Practicable Date, there have been no material changes in the fi nancial position of the Offeror since its incorporation.

5. REGISTERED OFFICE

The registered offi ce of the Offeror is at 7500A Beach Road #11-320 The Plaza Singapore 199591.

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APPENDIX III – EXTRACTS FROM THE COMPANY’S ARTICLES OF ASSOCIATION

The provisions in the Articles relating to the rights of Shareholders in respect of capital, dividends and voting are as follows:

A. Rights of Shareholders in respect of capital:

“SHARES

6. Subject to the Act and these Articles, no shares may be issued by the Directors without the prior approval of the Company in General Meeting but subject thereto and to these Articles, and to any special rights attached to any shares for the time being issued, the Directors may allot or grant options over or otherwise dispose of the same to such persons on such terms and conditions and for such consideration and at such time and subject or not to the payment of any part of the amount thereof in cash as the Directors may determine, and any shares may be issued with such preferential, deferred, qualifi ed or special rights, privileges or conditions as the Directors may think fi t, and preference shares may be issued which are or at the option of the Company are liable to be redeemed, the terms and manner of redemption being determined by the Directors provided always that: -

(a) no share shall be issued to transfer a controlling interest in the Company without the prior approval of the Members in General Meeting;

(b) (subject to any direction to the contrary that may be given by the Company in General Meeting) any issue of shares for cash to Members holding shares of any class shall be offered to such Members in proportion as nearly as may be to the number of shares of such class then held by them and the provision of the second sentence of Article 48 with such adaptions as are necessary shall apply; and

(c) any other issue of shares, the aggregate of which would exceed the limits referred to in

Article 6A, shall be subject to the approval of the Company in general meeting. 6A. Notwithstanding Article 6 above and in accordance with any applicable Listing Rules, the Company

may by Ordinary Resolution in general meeting, give to the Directors a general mandate, either unconditionally or subject to such conditions as may be specifi ed in the Ordinary Resolution, to:-

(a) (i) issue shares in the capital of the Company (“Shares”) (whether by way of bonus, rights or otherwise); and/or

(ii) make or grant offers, agreements or options (collectively “Instruments”) that might or would require Shares to be issued, including but not limited to the creation and issue of (as well as adjustments to) warrants, debentures or other instruments convertible into Shares; and

(b) (notwithstanding the mandate conferred by the Ordinary Resolution may have ceased to be in force) issue Shares in pursuance of any Instrument made or granted by the Directors while the Ordinary Resolution was in force,

provided that :-

(1) the aggregate number of Shares to be issued pursuant to the Ordinary Resolution (including Shares to be issued pursuant to Instruments made or granted pursuant to the Ordinary Resolution) shall be subject to such limits and manner of calculation as may be prescribed by the Stock Exchange;

(2) in exercising the mandate conferred by the Ordinary Resolution, the Company shall comply with the provisions of the Listing Rules (unless such compliance is waived by the Stock Exchange) and these Articles; and

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(3) (unless revoked or varied by the Company in General Meeting) the mandate conferred by the Ordinary Resolution shall not continue in force beyond the conclusion of the Annual General Meeting of the Company next following the passing of the Ordinary Resolution, or the date by which the next Annual General Meeting of the Company is required by law to be held, or the expiration of such other period as may be prescribed by the Act (whichever is earliest).

6B. Preference shares may be issued subject to such limitation thereof as may be prescribed by the

Stock Exchange. Preference shareholders shall have the same rights as ordinary shareholders as regards receiving of notices, reports and balance sheets and attending General Meetings of the Company, and preference shareholders shall also have the right to vote at any meeting convened for the purpose of reducing the capital of winding-up or sanctioning a sale of the undertaking or where the proposal to be submitted to the meeting directly affects their rights and privileges or when the dividend on the preference shares is more than six months in arrear. The Company has power to issue further preference capital ranking equally with, or in priority to, preference shares already issued.

7. The Company may pay commissions or brokerage on any issue of shares at such rate or amount

and in such manner as the Directors may deem fi t. Such commissions or brokerage may be satisfi ed by the payment of cash or the allotment of fully or partly paid shares of the Company, or partly in one way and partly in the other.

10. Except as required by law, no person shall be recognised by the Company as holding any share

upon any trust, and the Company shall not be bound by or compelled in any way (except by the Act or the provisions of these Articles) to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share, or any interest in any fractional part of a share, or any other right in respect of any share, except an absolute right to the entirety thereof in the person (other than the Depository or its nominee (as the case may be)) entered in the Register of Members as the registered holder thereof or (as the case may be) the person whose name is entered in the Depository Register in respect of that share and nothing in these Articles contained relating to the Depository or to Depositors shall in any circumstances be deemed to limit, restrict or qualify the above.

10A. Subject to and in accordance with the provisions of the Act, the Listing Rules and other written law,

the Company may purchase or otherwise acquire ordinary shares, options, stocks, debentures, debenture stocks, bonds, obligations, securities, and all other equity, derivative, debt and fi nancial instruments issued by it on such terms as the Company may think fi t and in the manner prescribed by the Act.

10B. The Company shall not exercise any right in respect of treasury shares other than as provided

by the Act. Subject thereto, the Company may hold or deal with its treasury shares in the manner authorised by, or prescribed pursuant to, the Act.

INCREASE OF CAPITAL

48. Subject to any direction to the contrary that may be given by the Company in general meeting and to any applicable Listing Rules, all new shares shall, before issue, be offered to such persons as at the date of the offer are entitled to receive notices from the Company of general meetings in proportion, as nearly as the circumstances admit, to the number of the existing shares to which they are entitled. The offer shall be made by notice (complying with any applicable Listing Rules) specifying the number of shares offered, and limiting a time within which the offer if not accepted, will be deemed to be declined, and, after the expiration of that time, or on the receipt of an intimation from the person to whom the offer is made that he declines to accept the shares offered, the Directors may (in accordance with any applicable Listing Rules) dispose of those shares in such manner as they think most benefi cial to the Company. The Directors may likewise so dispose of any new shares which (by reason of the ratio which the new shares bear to shares held by persons entitled to an offer of new shares) cannot, in the opinion of the Directors, be conveniently offered in accordance with this Article.

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50. Subject to any discretions that may be given in accordance with the powers contained in the Memorandum of Association or these Articles, any capital raised by the creation of new shares shall be considered as part of the original capital and as consisting of ordinary shares and shall be subject to the same provisions with reference to the payment of calls, transfer, transmission, forfeiture, lien and otherwise as if it has been part of the original capital.

ALTERATION OF CAPITAL

51. (1) The Company may by Ordinary Resolution and in accordance with the Listing Rules:-

(a) consolidate and divide all or any of its shares;

(b) subdivide its shares, or any of them (subject, nevertheless, to the provisions of the Statutes), and so that the resolution whereby any share is sub-divided may determine that, as between the holders of the shares resulting from such sub-division, one or more of the shares may, as compared to the others, have any preferred, deterred or other special rights, or be subject to such restrictions, as the Company has power to attach to new shares.; and

(c) subject to the provisions of these Articles and the Act, convert any class of shares into any other class of shares.

(2) The Company may reduce its share capital or any undistributable reserve in any manner and with and subject to any incident authorised and consent required by law. Without prejudice to the foregoing, upon cancellation of any shares purchased or otherwise acquired by the Company pursuant to these Articles, the number of issued shares of the Company shall be diminished by the number of the shares so cancelled and, where any such cancelled share was purchased or acquired out of the capital of the Company, the amount of the share capital of the Company shall be reduced accordingly.

(3) The Company may, subject to and in accordance with the Statutes and any applicable Listing Rules, purchase or otherwise acquire its issued shares on such terms and in such manner as the Company may from time to time think fi t. If required by the Statutes, any share that is so purchased or acquired by the Company shall, unless held in treasury in accordance with the Statutes, be deemed to be cancelled immediately on purchase or acquisition. On the cancellation of a share as aforesaid, the rights and privileges attached to that share shall expire. In any other instance, the Company may hold or deal with any such share which is so purchased or acquired by it in such manner as may be permitted, and in accordance with, the Statutes and any applicable Listing Rules.

(4) Anything done in pursuance of this Article shall be done in manner provided and subject to any conditions imposed by the Statutes or so far as they shall not be applicable in accordance with the terms of the resolution authorising the same or, so far as such resolution shall not be applicable, in such manner as the Directors deem most expedient.

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MODIFICATION OF CLASS RIGHTS

52. Whenever the share capital of the Company is divided into different classes of shares, all or any of the special rights or privileges attached to any class may, at any time, as well before as during liquidation, subject to the provisions of the Statutes, be varied or abrogated, either with the consent in writing of the holders or not less than three-fourths of the issued shares of the class or with the sanction of a Special Resolution passed at a separate General Meeting of the holders of shares of the class. To every such separate General Meeting, and all the provisions of these Articles relating to General Meetings and to the proceedings thereat shall, mutatis mutandis, apply except that the quorum thereof shall be not less than two persons personally present and holding or representing by proxy one quarter of the issued shares of the class, and that any holder of shares of the class, present in person or by proxy, shall on a poll be entitled to one vote for each share of the class held by him, and if at any adjourned meeting of such holders such quorum as aforesaid is not present, any two holders of shares of the class who are personally present shall be a quorum. Provided always that where the necessary majority for such Special Resolution is not obtained at such General Meeting, consent in writing if obtained from the holders of not less than three-fourths of the issued shares of the class concerned within two Months of such General Meeting shall be as valid and effectual as a Special Resolution at such General Meeting.

B. Rights of Shareholders in respect of votes:

PROCEEDINGS AT GENERAL MEETINGS

57. All business shall be deemed special that is transacted at an Extraordinary General Meeting and also all that is transacted at an Annual General Meeting with the exception of the consideration of the accounts, balance sheets and reports (if any) of the Directors and Auditors, the fi xing of the remuneration of Directors, the election of Directors in the place of those retiring by rotation, the declaration of dividends and the appointment of and the fi xing of the remuneration of the Auditors.

58. Save as herein otherwise provided, the quorum at any General Meeting shall be two Members

present in person or by proxy and no business shall be transacted at any General Meeting unless a quorum is present at the commencement of the business. Provided that (a) if a Member is represented by more than one proxy, such proxies shall count as only one Member for the purposes of determining the quorum, and (b) if only proxies appointed by the Depository attend any General Meeting, then any two such proxies (not being proxies for the same Depositor) shall suffi ce to establish both plurality and quorum. A corporation being a Member shall be deemed to be personally present if represented in accordance with the provisions of Article 72.

59. If within half an hour from the time appointed for the holding of a General Meeting a quorum is

not present, the meeting if convened on the requisition of Members, shall be dissolved. In any other case, it shall stand adjourned to the same day in the next week (or if that day is a public holiday then to the next business day following that public holiday) at the same time and place or such other day, time or place as the directors may by not less than ten days’ notice appoint. At the adjourned meeting any two or more Members present in person or by proxy shall form a quorum.

62. At any General Meeting a resolution put to the vote of the meeting shall be decided on a show of

hands unless a poll is (before or on the declaration of the result of the show of hands) demanded by:

(a) the Chairman of the meeting; or

(b) not less than fi ve Members present in person or by proxy and entitled to vote, or if only proxies appointed by the Depository attend any fi ve or more of such proxies (not being proxies for the same Depositor) who are entitled to vote; or

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(c) any Member other than the Depository present in person or by proxy, or where such a Member has appointed two proxies any one of such proxies, or any proxy appointed by the Depository, or any number of combination of such Members or proxies, holding or representing as the case may be not less than one-tenth of the total voting rights of all the Members having the right to vote at the meeting; or

(d) any Member other than the Depository present in person or by proxy, or where such a Member has appointed two proxies any one of such proxies, or any proxy appointed by the Depository, or any number or combination of such Members or proxies, holding or representing as the case may be not less than one-tenth of the total number of paid-up shares of the Company (excluding treasury shares).

Unless a poll be so demanded (and the demand be not withdrawn) a declaration by the Chairman that a resolution has been carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the minute book, shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded for or against such resolution.

63. In the case of an equality of votes whether on a show of hands or on a poll as aforesaid, the

Chairman shall be entitled to a second or casting vote in addition to the vote or votes to which he may be entitled as a Member.

64. If a poll is demanded as aforesaid it shall be taken in such manner and at such time and place

as the Chairman of the meeting directs and either at once or after an interval or adjournment or otherwise and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. The demand for a poll may be withdrawn. In case of any dispute as to the admission or rejection of a vote the Chairman shall determine the same and such determination made in good faith shall be fi nal and conclusive.

65. The demand of a poll shall not prevent the continuance of a meeting for the transaction of any

business other than the question on which a poll has been demanded. 66. No poll shall be demanded on the election of a Chairman of a meeting and a poll demanded on a

question of adjournment shall be taken at the meeting and without adjournment. 67. If at any General Meeting any votes shall be counted which ought not to have been counted or

might have been rejected, the error shall not vitiate the result of the voting unless it be pointed out at the same meeting, and be of suffi cient magnitude to vitiate the result of the voting.

VOTES OF MEMBERS

68. Subject to any special rights or restrictions as to voting attached by or in accordance with these Articles to any class of shares, on a show of hands every Member other than the Depository who is present in person or by proxy or attorney or in the case of a corporation by a representative, and each proxy appointed by the Depository, shall have one vote, the Chairman to determine which proxy shall be entitled to vote where a Member (other than the Depository) or a Depositor is represented by two proxies, and on a poll every Member who is present in person or by proxy shall have one vote for every share of which he is the holder.

69. If two or more persons are jointly entitled to a share then, in voting upon any question, the vote

of a senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other registered holders of the share and for this purpose seniority shall be determined by the order in which the names stand in the Register of Members.

70. Save as herein expressly provided, no person other than a Member duly registered and who shall

have paid everything for the time being due from him and payable to the Company in respect of his shares shall be entitled to be present or to vote on any question, either personally or by proxy at any General Meeting.

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71. Votes may be given either personally or by proxy attorney or representative. A proxy need not be a Member of the Company.

72. Any corporation which is a Member of this Company may, by resolution of its directors, authorise

any person to act as its representative at any meetings of this Company; and such representative shall be entitled to exercise the same powers on behalf of the company which he represents as if he had been an individual shareholder.

73. (1) An instrument appointing a proxy for any Member shall be in writing in any usual or common form or in any other form which the Directors may approve and:

(a) in the case of an individual Member shall be signed by the Member or his attorney; and

(b) in the case of a Member which is a corporation shall be either given under its common seal or signed on its behalf by an attorney or a duly authorised offi cer of the corporation;

Provided that if the Member is the Depository, then:

(i) the Company will accept as valid any form of proxy which the Depository has approved for use as at the date of the notices for the relevant General Meeting are dispatched;

(ii) the Depository shall not be required to affi x its common seal to its instruments of proxy, but may execute them by any mechanised means as it may deem appropriate; and

(iii) if a Depositor shall nominate proxies pursuant to Article 74(1)(b) the instrument or proxy shall also in the case of any individual Depositor be signed by the Depositor or his attorney, or if the Depositor is a corporation be under its common seal or signed on its behalf by an attorney or a duly authorised offi cer of the Depositor.

(2) The signatures on an instrument of proxy need not be witnessed. Where an instrument appointing a proxy is signed on behalf of a Member or a Depositor by an attorney, the letter or power of attorney or a duly certifi ed copy thereof shall (failing previous registration with the Company) be lodged with the instrument of proxy pursuant to Article 75, failing which the instrument of proxy may be treated as invalid.

74. (1) A Member shall not be entitled to appoint more than two proxies to attend and vote at the

same General Meeting. Provided that if the Member is the Depository then:

(a) the Depository shall be entitled to appoint more than two proxies to attend and vote at the same General Meeting;

(b) each Depositor shall be entitled to nominate not more than two persons to be appointed by the Depository as the Depository’s proxy or proxies to attend and vote at the same General Meeting instead of the Depositor. Provided that if a Depositor shall nominate two proxies then the Depositor shall specify the proportion of the balance standing to his Securities Account to be represented by each such proxy, failing which the nomination shall be deemed to be alternative;

(c) the Company shall however be entitled notwithstanding paragraph (a) or (b) above to reject any instrument appointing a Depository proxy if the proxy fi rst named in that instrument is, at a time (the “cut-off time”) which is not earlier than forty-eight hours prior to the time of the relevant General Meeting, according to the records of the Depository as supplied by the Depository to the Company, no longer a Depositor;

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(d) the Company shall also be entitled notwithstanding Article 74(2) below or paragraph (b) above to deem each Depositor, or each nominee of a Depositor who pursuant to paragraph (b) above is to represent the entire balance standing to the Securities Account of the Depositor, each of whom has been appointed a Depository proxy, to represent such number of shares as is actually credited to the Securities Account of the relevant Depositor as at the cut-off time, according to the records of the Depository as supplied by the Depository to the Company, and where a Depositor has apportioned the balance standing to his Securities Account pursuant to paragraph (b) above between two nominees, each of whom has been appointed a Depository proxy, to apportion the said number of shares between the two proxies in the same proportion as previously specifi ed by the Depositor pursuant to paragraph (b) above; and accordingly,

(e) no instrument appointing a Depository proxy shall be rendered invalid merely by reason of any discrepancy between the proportion of the Depository’s shareholding specifi ed in the instrument of proxy pursuant to Article 74(2) below or paragraph (b) above, or where the balance standing to a Depositor’s Securities Account has been apportioned pursuant to paragraph (b) above between two proxies the aggregate of the proportions of the Depository’s shareholding they are specifi ed to represent, and the true balance standing to the Securities Account of the relevant Depositor as at the time of the General Meeting, if the instrument is dealt with as provided in paragraph (d) above.

(2) Where a Member appoints more than one proxy, he shall specify the proportion of his shareholding to be represented by each proxy.

75. The instrument appointing a proxy and the power of attorney or other authority, if any, under which

it is signed or a notarially certifi ed copy of such power or authority shall be deposited at the Offi ce or at such other place within the Republic of Singapore as is specifi ed for that purpose in the notice convening the meeting at least forty-eight hours before the time appointed for holding the meeting or adjourned meeting as the case may be; otherwise the person so named shall not be entitled to vote in respect thereof.

76. The instrument appointing a proxy shall be deemed to confer authority generally to act at the

meeting for the Member given the proxy. 77. Unless otherwise directed by the Chairman, a vote given in accordance with the terms of an

instrument of proxy shall be treated as valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed or the transfer of the share in respect of which the proxy is given provided that no intimation in writing of such death, insanity, revocation or transfer as aforesaid shall have been received by the Company at the Offi ce before the commencement of the meeting or adjourned meeting at which the proxy is used.

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C. Rights of Shareholders in respect of dividends:

DIVIDENDS AND RESERVES

117. Subject to any rights or privileges for the time being attached to any shares in the capital of the Company having preferential, deferred or other special rights in regard to dividends and except as otherwise permitted under the Act, the profi ts of the Company which it shall from time to time be determined to distribute by way of dividend shall be applied in payment of dividends in proportion to the number of shares held by a Member but where shares are partly paid all dividends shall be apportioned and paid proportionately to the amounts paid or credited as paid on the partly paid shares, and shall be apportioned and paid proportionately to the amounts so paid or credited as paid during any portion or portions of the period in respect of which the dividend is paid. For the purpose of this Article, an amount paid or credited as paid on a share in advance of a call is to be ignored. Where the Depository is a Member, the Company’s obligations in respect of a dividend or distribution shall be discharged if that dividend or distribution is made or paid to the Depository or to such persons and in such proportions as the Depository may direct.

118. The Directors may before recommending any dividend set aside out of the profi ts of the Company

such sum or sums as they think proper as a reserve fund which shall at the discretion of the Directors be applicable for meeting contingencies, for the gradual liquidation of any debt or liability of the Company or for repairing or maintaining any works connected with the business of the Company or shall be as to the whole or in part applicable for special dividends or for equalising dividends or for distribution by way of special dividends or bonus on such terms and in such manner as the Directors shall from time to time determine and the Directors may divide the reserve fund into separate funds for special purposes and may invest the sums from time to time carried to the credit of such fund or funds upon such securities (other that the share of the Company) as they may select.

119. The Directors may, with the sanction of a General Meeting, from time to time declare dividends, but

no such dividend shall (except as by the Statutes expressly authorised) be payable otherwise than out of the profi ts of the Company. No higher dividend shall be paid than is recommended by the Directors and a declaration by the Directors as to the amount of the profi ts at any time available for dividends, shall be conclusive. The Directors may, if they think fi t, and if in their opinion the position of the Company, justifi es such payment, without any such sanction as aforesaid, from time to time declare and pay an interim dividend, or pay any preferential dividends on shares issued upon the terms that the preferential dividends thereon shall be payable on fi xed dates.

119A. (1) Whenever the Directors or the Company in general meeting have resolved or proposed that

a dividend (including an interim, fi nal, special or other dividend) be paid or declared on the ordinary shares of the Company, the Directors may further resolve that Members entitled to such dividend be entitled to elect to receive an allotment of ordinary shares credited as fully paid in lieu of cash in respect of the whole or such part of the dividend as the Directors may think fi t. In such case, the following provisions shall apply:

(a) the basis of any such allotment shall be determined by the Directors;

(b) the Directors shall determine the manner in which Members shall be entitled to elect to receive an allotment of ordinary shares credited as fully paid in lieu of cash in respect of the whole or such part of any dividend in respect of which the Directors shall have passed such a resolution as aforesaid, and the Directors may make such arrangements as to the giving of notice to Members, providing for forms of election for completion by Members (whether in respect of a particular dividend or dividends or generally), determining the procedure for making such elections or revoking the same and the place at which and the latest date and time by which any forms of election or other documents by which elections are made or revoked must be lodged, and otherwise make all such arrangements and do all such things, as the Directors consider necessary or expedient in connection with the provisions of this Article 119A;

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(c) the right of election may be exercised in respect of the whole of that portion of the dividend in respect of which the right of election has been accorded provided that the Directors may determine, either generally or in any specifi c case, that such right shall be exercisable in respect of the whole or any part of that portion; and

(d) the dividend (or that part of the dividend in respect of which a right of election has been accorded) shall not be payable in cash on ordinary shares in respect whereof the share election has been duly exercised (the “Elected Ordinary Shares”) and in lieu and in satisfaction thereof ordinary shares shall be allotted and credited as fully paid to the holders of the Elected Ordinary Shares on the basis of allotment determined as aforesaid and for such purpose (notwithstanding any provision of the Articles to the contrary), the Directors shall be empowered to do all things necessary and convenient for the purpose of implementing the aforesaid including, without limitation, the making of each necessary allotment of shares and of each necessary appropriation, capitalisation, application, payment and distribution of funds which may be lawfully appropriated, capitalised, applied, paid or distributed for the purpose of the allotment and without prejudice to the generality of the foregoing the Directors may (i) capitalise and apply the amount standing to the credit of any of the Company’s reserve accounts or any sum standing to the credit of the profi t and loss account or otherwise for distribution as the Directors may determine, such sum as may be required to pay up in full the appropriate number of ordinary shares for allotment and distribution to and among the holders of the Elected Ordinary Shares on such basis, or (ii) apply the sum which would otherwise have been payable in cash to the holders of the Elected Ordinary Shares towards payment of the appropriate number of ordinary shares for allotment and distribution to and among the holders of the Elected Ordinary Shares on such basis.

(2) (a) The ordinary shares allotted pursuant to the provisions of paragraph (1) of this Article 119A shall rank pari passu in all respects with the ordinary shares then in issue save only as regards participation in the dividend which is the subject of the election referred to above (including the right to make the election referred to above) or any other distributions, bonuses or rights paid, made, declared or announced prior to or contemporaneous with the payment or declaration of the dividend which is the subject of the election referred to above, unless the Directors shall otherwise specify.

(b) The Directors may do all acts and things considered necessary or expedient to give effect to any appropriation, capitalisation, application, payment and distribution of funds pursuant to the provisions of paragraph (1) of this Article 119A, with full power to make such provisions as they think fi t in the case of fractional entitlements to shares (including, notwithstanding any provision to the contrary in these Articles, provisions whereby, in whole or in part, fractional entitlements are disregarded or rounded up or down, or whereby the benefi t of fractional entitlements accrues to the Company rather than the Members) and to authorise any person to enter on behalf of all the Members interested into an agreement with the Company providing for any such appropriation, capitalisation, application, payment and distribution of funds and matters incidental thereto and any agreement made under such authority shall be effective and binding on all concerned.

(3) The Directors may, on any occasion when they resolve as provided in paragraph (1) of this Article 119A, determine that rights of election under that paragraph shall not be made available to the persons who are registered as holders of ordinary shares in the Register of Members or (as the case may be) in the Depository Register, or in respect of ordinary shares the transfer of which is registered, after such date as the Directors may fi x subject to such exceptions as the Directors think fi t, and in such event the provisions of this Article 119A shall be read and construed subject to such determination.

III-10


(4) The Directors may, on any occasion when they resolve as provided in paragraph (1) of this Article 119A, further determine that no allotment of shares or rights of election for shares under that paragraph shall be made available or made to Members whose registered addresses entered in the Register of Members or (as the case may be) the Depository Register is outside Singapore or to such other Members or class of Members as the Directors may in their sole discretion decide and in such event the only entitlements of the Members aforesaid shall be to receive in cash the relevant dividend resolved or proposed to be paid or declared.

(5) Notwithstanding the foregoing provisions of this Article 119A, if at any time after the Directors’ resolution to apply the provisions of paragraph (1) of this Article 119A in relation to any dividend but prior to the allotment of ordinary shares pursuant thereto, the Directors shall consider that by reason of any event or circumstance (whether arising before or after such resolution) or by reason of any matter whatsoever it is no longer expedient or appropriate to implement that proposal, the Directors may at their absolute discretion and as the deem fi t in the interest of the Company, cancel the proposed application of paragraph (1) of this Article 119A.

120. With the sanction of a General Meeting, dividends may be paid wholly or in part in specie, and

may be satisfi ed in whole or in part by the distribution amongst the Members in accordance with their rights of fully paid shares, stock or debentures of any other company, or of any other property suitable for distribution as aforesaid. The Directors shall have full liberty to make all such valuations, adjustments and arrangements, and to issue all such certifi cates or documents of title as may in their opinion be necessary or expedient with a view to facilitating the equitable distribution amongst the Members of the dividends or portions of dividends to be satisfi ed or to give them the benefi t of their proper shares and interest in the property, and no valuation, adjustment or arrangement so made shall be questioned by any Member.

BONUS ISSUES AND CAPITALISATION OF PROFITS AND RESERVES

121. The Directors may, with the sanction of an Ordinary Resolution of the Company (including any Ordinary Resolution passed pursuant to Article 6A:

(a) issue bonus shares for which no consideration is payable to the Company to the persons registered as holders of shares in the Register of Members or (as the case may be) in the Depository Register at the close of business on:

(i) the date of the Ordinary Resolution (or such other date as may be specifi ed therein or determined as therein provided); or

(ii) (in the case of an Ordinary Resolution passed pursuant to Article 6B) such other date

as may be determined by the Directors,

in proportion to their then holdings of shares; and/or (b) capitalise any sum standing to the credit of any of the Company’s reserve funds or to the

credit of the profi t and loss account or otherwise available for distribution by appropriating such sum to the persons registered as holders of shares in the Register of Members or (as the case may be) in the Depository Register at the close of business on:

(i) the date of the Ordinary Resolution (or such other date as may be specifi ed therein or

determined as therein provided); or (ii) (in the case of an Ordinary Resolution passed pursuant to Article 6B) such other date

as may be determined by the Directors,

III-11


in proportion to their then holdings of shares and applying such sum on their behalf in paying up in full unissued shares (or, subject to any special rights previously conferred on any shares or class of shares for the time being issued, unissued shares of any other class not being redeemable shares) for allotment and distribution credited as fully paid up to and amongst them as bonus shares in the proportion aforesaid.

The Directors may do all acts and things considered necessary or expedient to give effect to any

such bonus issue and/or capitalisation, with full power to the Directors to make such provisions as they think fi t for any fractional entitlements which would arise on the basis aforesaid (including provisions whereby fractional entitlements are disregarded or the benefi t thereof accrues to the Company rather than to the Members concerned). The Directors may authorise any person to enter on behalf of all the Members interested into an agreement with the Company providing for any such bonus issue or capitalisation and matters incidental thereto and any agreement made under such authority shall be effective and binding on all concerned.

121A. In addition and without prejudice to the powers provided for by the Article 121, the Directors shall

have power to issue shares for which no consideration is payable and to capitalise any undivided profi ts or other moneys of the Company not required for the payment or provision of any dividend on any shares entitled to cumulative or non-cumulative preferential dividends (including profi ts or other moneys carried and standing to any reserve or reserves) and to apply such profi ts or other moneys paying up in full, in each case on terms that such shares shall, upon issue, be held by or for the benefi t of participants of any share incentive or option scheme or plan implemented by the Company and approved by the shareholders in the General Meeting and on such terms as the Directors shall think fi t.

122. The Directors may deduct from any dividend or other moneys payable in respect of any share held

by a Member, either alone or jointly with any other Member, all such sums of money (if any) as may be due and payable by him either alone or jointly with any other person to the Company on account of calls or otherwise.

123. A transfer of a share shall not pass the right to any dividend declared in respect thereof before the

transfer had been registered. 124. Any dividend, instalment of dividend or interest in respect of any share may be paid by cheque

or warrant payable to the order of the Member entitled thereto, or (in the case of joint holders) of that Member whose name stands fi rst on the register in respect of the joint holding. Every such cheque or warrant shall (unless otherwise directed) be sent by post to the last registered address of the Member entitled thereto, and the receipt of the person whose name appears on the register of Members as the owner of any share, or in the case of joint holders, of any one of such holders, or of his or their agent duly appointed in writing, shall be a good discharge to the Company for all dividends or other payments made in respect of such share. Every such cheque or warrant shall be sent at the risk of the person entitled to the money represented thereby.

125. No unpaid dividend or interest shall bear interest as against the Company.

IV-1

APPENDIX IV – STATEMENTS OF PROSPECTS

In the announcement of the unaudited results of the Company for the fi nancial year ended 31 December 2011 made on 24 February 2012 , the following statement was made:

““Save as disclosed in this announcement, the Group is not aware of any known factors or events that may affect the Group’s profi tability in the next reporting period or the next 3 months, as at the date of this announcement. Barring unforeseen circumstances, the Group expects to remain profi table for the year ending 31 December 2012.”

In the announcement of the unaudited results of the Company for the three month period ended 31 March 2012 made on 4 May 2012 , the following statement was made:

“Save as disclosed in this announcement and barring unforeseen circumstances, the Group expects to remain profi table for the year ending 31 December 2012.”

The above statements, for which the Directors are solely responsible, were made not in connection with the Offer and on bases consistent with the accounting policies normally adopted by the Group and were prepared based on the following assumptions and/or information available as at the respective dates of the above statements:

(a) There will be no signifi cant changes in existing political, economic, legal or social conditions and regulations and fi scal measures in Singapore and in countries in which the Group conducts its business that will adversely affect the Group.

(b) There will be no signifi cant changes to the Group structure or the existing principal activities of the Group or in their principal sources of revenue.

(c) There will be no material changes in the competitive environment in which the Group operates .

(d) There will be no material changes in the accounting policies of the Group.

(e) There will be no material changes in the bases or rates of taxation, provident fund contributions and government levies from those prevailing and which may affect the Group’s financial performance or condition.

(f) There will be no signifi cant changes in infl ation rates.

(g) There will be no material changes in interest rates from those prevailing at the date of the Statements of Prospects.

(h) There will be no signifi cant changes to the major foreign currency exchange rates that will adversely affect the Group’s results.

(i) It is assumed that there will be no material impairment charge against the carrying value of the Group’s assets or inventory holding.

(j) There will be no major disposals of the Group’s property, plant and equipment.

(k) There will be no material exceptional income or expense item.

(l) No material fair value changes are expected for the Group’s fi nancial instruments.

(m) There will be no adverse changes to the tax legislations of the countries in which the Group has operations.

(n) There will be no legal litigation that results in claims against the Group which has not been duly provided for.

(o) There will be no material adverse effect from any changes in the economic position of the Group, its contractors and sub-contractors and its customers.

V-1

APPENDIX V – LETTER FROM KPMG IN RELATION TO THE STATEMENTS OF PROSPECTS

The Board of DirectorsSC Global Developments Ltd200 Newton Road#09-01 Newton 200Singapore 307983

D ear Sirs

Statements of Prospects of SC Global Developments Ltd and its subsidiaries for the fi nancial year ending 31 December 2012

We have provided this letter solely to the Directors of SC Global Developments Ltd (the “Company”) for inclusion in the circular to be issued in connection with the voluntary unconditional cash offer by DBS Bank Ltd for and on behalf of MYK Holdings Pte. Ltd. to acquire all the issued and paid up ordinary shares in the capital of SC Global Developments Ltd (“SCGDL”) other than those already owned, controlled or agreed to be acquired by MYK Holdings Pte. Ltd. (“Offeror”).

On 24 February 2012, the Company announced its unaudited consolidated fi nancial statements for the year ended 31 December 2011 which contained the following statement on the prospects (“Statement of Prospects”) of the SCGDL Group for the year ending 31 December 2012:


On 4 May 2012, the Company announced its unaudited consolidated interim fi nancial statements for the three-month period ended 31 March 2012 which contained the following statement on the prospects (“Statement of Prospects”) of the SCGDL Group for the year ending 31 December 2012:

“Save as disclosed in this announcement and barring unforeseen circumstances, the Group expects to remain profi table for the year ending 31 December 2012”.

We have examined the Statements of Prospects in accordance with Singapore Standards on Assurance Engagements applicable to the examination of prospective fi nancial information.

The Directors are solely responsible for the Statements of Prospects, including the assumptions set out on Appendix IV of the circular on which it is based.

Events and circumstances frequently do not occur as expected. Even if the events anticipated under the hypothetical assumptions described above occur, actual results are still likely to be different from those projected which form the bases of the Statements of Prospects since other anticipated events frequently do not occur as expected and the variation may be material. The actual results may therefore differ materially from those projected for the purposes of the Statements of Prospects. For the reasons set out above, we do not express any opinion as to the possibility of achievement of the Statements of Prospects.

We note that at the time the Statements of Prospects were made, the following assessments have not been carried out as the assessments are performed at the fi nancial year end:

a. foreseeable losses assessment on the Group’s inventories consisting of properties under development and properties held for resale;

b. impairment indicators assessment on the Group’s investments in joint ventures; and

c. valuation of the Group’s investment properties.

V-2

APPENDIX V – LETTER FROM KPMG IN RELATION TO THE STATEMENTS OF PROSPECTS

Hence, we do not express an opinion on the potential impact arising from these assessments on the Statements of Prospects.

Except for the matters referred to in the above paragraph:

a. Based on our examination of the evidence supporting the assumptions, nothing has come to our attention which causes us to believe that these assumptions do not provide a reasonable basis for the Statements of Prospects; and

b. Further, in our opinion the Statements of Prospects, so far as the accounting policies and calculations are concerned, are properly prepared on the basis of the assumptions.

Yours faithfully

KPMG LLPPublic Accountants andCertifi ed Public Accountants19 December 2012

VI-1

APPENDIX VI – LETTER FROM PRIMEPARTNERS CORPORATE FINANCE PTE. LTD.IN RELATION TO THE STATEMENTS OF PROSPECTS

PRIMEPARTNERS CORPORATE FINANCE PTE. LTD.20 Cecil Street

#21-02 Equity PlazaSingapore 049705

2 6 December 2012

To: The Board of Directors of SC Global Developments Ltd

Dear Sirs

STATEMENTS OF PROSPECTS OF SC GLOBAL DEVELOPMENTS LTD (“SC GLOBAL” OR THE “COMPANY”) AND ITS SUBSIDIARIES (THE “GROUP”) FOR THE FINANCIAL YEAR ENDING 31 DECEMBER 2012

This letter has been prepared for inclusion in the circular (the “Offeree Circular”) to be issued in connection with the voluntary unconditional cash offer by DBS Bank Ltd for and on behalf of MYK Holdings Pte. Ltd. (the “Offeror”), to acquire all the issued and paid up ordinary shares in the capital of SC Global. We have given and have not withdrawn our consent, to this letter being published in the Offeree Circular.

We note that on 24 February 2012, the Company announced its unaudited consolidated fi nancial statements for the year ended 31 December 2011 which contained the following statement on the prospects (“Statement of Prospects”) of the Group for the fi nancial year ending 31 December 2012:


On 4 May 2012, the Company announced its unaudited consolidated interim fi nancial statements for the three-month period ended 31 March 2012 which contained the following statement on the prospects (“Statement of Prospects”) of the Group for the fi nancial year ending 31 December 2012:

“Save as disclosed in this announcement and barring unforeseen circumstances, the Group expects to remain profi table for the year ending 31 December 2012”.

We have considered the bases and assumptions underlying the Statements of Prospects and the letter dated 19 December 2012 addressed to the directors of SC Global (the “Directors”) by KPMG LLP in relation to their review of the Statements of Prospects in accordance with the Singapore Standards on Assurance Engagements applicable to the examination of prospective fi nancial information .

Based on the foregoing and our discussions with the Directors, we are of the opinion that the Statements of Prospects (including the assumptions set out on Appendix IV of the Offeree Circular on which they are based), for which the Directors are solely responsible, have been prepared and made by the Directors after due and careful enquiry.

VI-2

APPENDIX VI – LETTER FROM PRIMEPARTNERS CORPORATE FINANCE PTE. LTD.IN RELATION TO THE STATEMENTS OF PROSPECTS

This letter is provided only to the Directors solely for the purpose of complying with Rule 25 of The Singapore Code on Take-overs and Mergers and for no other purpose. We do not accept any responsibility to any other person(s) other than the Directors, in respect of, arising out of, or in connection with this letter.

Yours faithfullyFor and on behalf ofPrime Partners Corporate Finance Pte. Ltd.

Mark LiewManaging Director, Corporate Finance

Andrew LeoAssociate Director, Corporate Finance

The information set out in this Appendix VII is a reproduction of selected fi nancial information extracted from the annual report of the Company for FY2011, and was not specifi cally prepared for inclusion in this Circular.

APPENDIX VII – AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF THE GROUP FOR FY2011

VII-1

SC Global Developments LtdANNUAL REPORT 2011

53

STATEMENTS OF FINANCIAL POSITIONAs at 31 December 2011

Group Company

Note 2011 2010

1 January

2010 2011 2010

$’000 $’000 $’000 $’000 $’000

Restated* Restated*

Non-current assets

Property, plant and equipment 3 23,743 23,134 23,829 777 230

Investment properties 4 69,263 69,263 54,776 – –

Intangible asset 5 3,693 3,682 3,545 – –

Subsidiaries 6 – – – 78,524 75,107

Associate 7 865 1,777 2,114 – –

Joint ventures 8 38,379 47,766 50,973 – –

Other financial assets 9 956 1,871 3,419 – –

Amounts due from subsidiaries

(non-trade) 10 – – – 42,256 44,983

Deferred tax assets 11 – 386 1,954 – 386

136,899 147,879 140,610 121,557 120,706

Current assets

Inventories 12 2,284,840 2,400,535 2,081,330 – –

Trade and other receivables 14 243,945 70,409 40,622 302,876 285,343

Cash and cash equivalents 17 222,332 199,026 263,975 45,695 52,352

2,751,117 2,669,970 2,385,927 348,571 337,695

Total assets 2,888,016 2,817,849 2,526,537 470,128 458,401

Equity attributable to equity

holders of the Company

Share capital 18 239,503 239,503 227,477 239,503 239,503

Reserves 19 415,770 301,815 204,664 174,973 35,684

655,273 541,318 432,141 414,476 275,187

Non-controlling interests 166,361 165,107 158,521 – –

Total equity 821,634 706,425 590,662 414,476 275,187

The accompanying notes form an integral part of these financial statements.


VII-2

54 SC Global Developments LtdANNUAL REPORT 2011

STATEMENTS OF FINANCIAL POSITIONAs at 31 December 2011

Group Company

Note 2011 2010

1 January

2010 2011 2010

$’000 $’000 $’000 $’000 $’000

Restated* Restated*

Non-current liabilities

Loans and borrowings 20 1,588,382 842,696 829,987 45,391 93

Other non-current liabilities 21 94,510 33,999 36,727 1,562 1,979

Deferred tax liabilities 11 60,354 58,459 37,812 13 7

1,743,246 935,154 904,526 46,966 2,079

Current liabilities

Trade and other payables 23 152,095 267,879 155,593 7,666 129,347

Loans and borrowings 20 32,881 831,719 829,826 132 50,043

Receipts in advance 24 102,252 66,008 44,082 – –

Current tax payable 35,908 10,664 1,848 888 1,745

323,136 1,176,270 1,031,349 8,686 181,135

Total liabilities 2,066,382 2,111,424 1,935,875 55,652 183,214

Total equity and liabilities 2,888,016 2,817,849 2,526,537 470,128 458,401

* Restated, due to a change in accounting policy on revenue recognition for development properties for sale. Refer to Note 2.1(i)

for details.



VII-3


55

CONSOLIDATED INCOME STATEMENTYear ended 31 December 2011

Group

Note 2011 2010

$’000 $’000

Restated*

Revenue 25 769,079 743,177

Cost of sales (475,090) (505,920)

Gross profit 293,989 237,257

Other income 7,158 6,075

Other operating income 176 77

Administrative expenses (47,096) (63,021)

Other operating expenses (69,555) (32,303)

Results from operating activities 184,672 148,085

Finance costs 26 (20,906) (8,628)

Share of profits of associates and joint ventures (net of tax) 7,885 1,525

Profit before income tax 171,651 140,982

Income tax expense 27 (34,954) (32,538)

Profit for the year 28 136,697 108,444

Profit attributable to:

Equity holders of the Company 132,248 92,880


Profit for the year 136,697 108,444

Earnings per share 29

– Basic earnings per share (cents) 32.03 23.17

– Diluted earnings per share (cents) 31.61 22.56

* Restated, due to a change in accounting policy on revenue recognition for development properties for sale. Refer to Note

2.1(i) for details.



VII-4


CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOMEYear ended 31 December 2011

Group

2011 2010

$’000 $’000

Restated*

Profit for the year 136,697 108,444

Other comprehensive income:

Foreign currency translation differences – foreign operations 3,727 11,317

Net change in fair value of available-for-sale financial assets (915) 590

Other comprehensive income for the year, net of tax 2,812 11,907

Total comprehensive income for the year 139,509 120,351

Total comprehensive income attributable to:

Equity holders of the Company 133,476 104,675


Total comprehensive income for the year 139,509 120,351

* Restated, due to change in accounting policy on revenue recognition for development properties for sale. Refer to Note 2.1(i)

for details.



VII-5


57

This page has been intentionally left blank


VII-6


CONSOLIDATED STATEMENT OF CHANGES IN EQUITYYear ended 31 December 2011

Group NoteSharecapital

Reservefor ownshares

Capitalreserve

$’000 $’000 $’000

At 1 January 2010 227,477 (2,124) 30

Impact of change in accounting policy 2.1(i) – – –

At 1 January 2010, as restated 227,477 (2,124) 30

Total comprehensive income for the yearProfit for the year – – –

Other comprehensive incomeForeign currency translation differences – – –

Net change in fair value of available-for-sale financial assets – – –

Total other comprehensive income – – –

Total comprehensive income for the year – – –

Transactions with owners of the Company, recognised directly in equityDividends paid – – –

Issue of shares on the exercise of warrants 12,026 – (365)

Purchase of treasury shares – (2,929) –

Transfer of treasury shares to employee share scheme – 542 (269)

Value of employee services received for issue of

long term incentive bonus – – –

Total transactions with owners 12,026 (2,387) (634)

At 31 December 2010 239,503 (4,511) (604)

At 1 January 2011 239,503 (4,511) (604)

Total comprehensive income for the yearProfit for the year – – –

Other comprehensive incomeForeign currency translation differences – – –

Net change in fair value of available-for-sale financial assets – – –

Total other comprehensive income – – –

Total comprehensive income for the year – – –

Transactions with owners of the Company, recognised directly in equityDividends paid – – –

Purchase of treasury shares – (1,949) –

Transfer of treasury shares to employee share scheme – 756 (391)

Value of employee services received for issue of long term

incentive bonus – – –

Write-back of warrants unexercised – – (5)

Total transactions with owners – (1,193) (396)

At 31 December 2011 239,503 (5,704) (1,000)



VII-7


59

CONSOLIDATED STATEMENT OF CHANGES IN EQUITYYear ended 31 December 2011

Currencytranslation

reserve

Equitycompensation

reserveFair value

reserveRetainedearnings

Totalattributable

to equityholdersof the

Company

Non-controllinginterests

Totalequity

$’000 $’000 $’000 $’000 $’000 $’000 $’000

58,893 2,604 (881) 194,836 480,835 158,521 639,356

– – – (48,694) (48,694) – (48,694)

58,893 2,604 (881) 146,142 432,141 158,521 590,662

– – – 92,880 92,880 15,564 108,444

11,205 – – – 11,205 112 11,317

– – 590 – 590 – 590

11,205 – 590 – 11,795 112 11,907

11,205 – 590 92,880 104,675 15,676 120,351

– – – (5,986) (5,986) (9,090) (15,076)

– – – – 11,661 – 11,661

– – – – (2,929) – (2,929)

– (273) – – – – –

– 1,756 – – 1,756 – 1,756

– 1,483 – (5,986) 4,502 (9,090) (4,588)

70,098 4,087 (291) 233,036 541,318 165,107 706,425

70,098 4,087 (291) 233,036 541,318 165,107 706,425

– – – 132,248 132,248 4,449 136,697

2,143 – – – 2,143 1,584 3,727

– – (915) – (915) – (915)

2,143 – (915) – 1,228 1,584 2,812

2,143 – (915) 132,248 133,476 6,033 139,509

– – – (20,628) (20,628) (4,779) (25,407)

– – – – (1,949) – (1,949)

– (365) – – – – –

– 3,061 – – 3,061 – 3,061

– – – – (5) – (5)

– 2,696 – (20,628) (19,521) (4,779) (24,300)

72,241 6,783 (1,206) 344,656 655,273 166,361 821,634


VII-8


CONSOLIDATED CASH FLOW STATEMENTYear ended 31 December 2011

2011 2010$’000 $’000

Restated*

Cash flows from operating activitiesProfit before income tax 171,651 140,982

Adjustments for:

Allowance for foreseeable losses 25,000 –

Bad debts written off 26 –

Depreciation of property, plant and equipment 1,871 2,141

Loss on disposal of other financial assets – 138

Loss/(gain) on disposal of property, plant and equipment, net 69 (65)

Net finance costs 19,646 7,354

Reversal of impairment loss on trade receivables (208) (28)

Share-based expense 1,007 4,860

Share of profits of associates and joint ventures (net of tax) (7,885) (1,525)

211,177 153,857

Changes in working capital:

Acquisition of development properties from Joint Venture Partner (29,096) –

Inventories 161,448 (283,056)

Trade and other receivables (171,369) (27,529)

Trade and other payables (74,943) 132,400

Other non-current liabilities 62,544 (6,143)

Cash generated from/(used in) operating activities 159,761 (30,471)

Income tax paid (11,163) (3,308)

Net cash from/(used in) operating activities 148,598 (33,779)

Cash flows from investing activitiesAdditional investment in associates and joint ventures (5,796) (11)

Dividend received 2,731 7,005

Interest received 1,260 1,274

Proceeds from disposal of other financial assets – 2,000

Proceeds from disposal of property, plant and equipment 411 4,225

Purchase of property, plant and equipment (2,952) (5,459)

Net cash (used in)/from investing activities (4,346) 9,034

Cash flows from financing activitiesDividends paid to non-controlling shareholders (4,779) (9,090)

Dividends paid to shareholders of the Company (20,628) (5,986)

Interest paid (41,475) (43,892)

Proceeds from bank loans 563,370 287,836

Repayment of bank loans (617,367) (278,733)

Proceeds from issue of shares on the exercise of warrants – 11,661

Proceeds from/(payment of) finance lease liabilities 186 (944)

Purchase of treasury shares (1,949) (2,929)

Net cash used in financing activities (122,642) (42,077)



VII-9


61

CONSOLIDATED CASH FLOW STATEMENTYear ended 31 December 2011

Note 2011 2010$’000 $’000

Restated*

Net increase/(decrease) in cash and cash equivalents 21,610 (66,822)

Cash and cash equivalents at beginning of year 199,026 263,975

Effect of exchange rate changes on balances held in

foreign currency 1,696 1,873

Cash and cash equivalents at end of year 17 222,332 199,026

* Restated, due to change in accounting policy on revenue recognition for development properties for sale. Refer to Note 2.1(i)

for details.



VII-10


NOTES TO THE FINANCIAL STATEMENTSYear ended 31 December 2011

These notes form an integral part of the financial statements.

The financial statements were authorised for issue by the Board of Directors on 29 March 2012.

1 DOMICILE AND ACTIVITIES

SC Global Developments Ltd (the “Company”) is incorporated in the Republic of Singapore and has its

registered office at 200 Newton Road #09-01 Singapore 307983.

The principal activities of the Group and the Company are those relating to property development, investment

holding and provision of project management and marketing services.

The ultimate holding company during the financial year is Cheong SP Holdings Pte Ltd, incorporated in the

Republic of Singapore.

The consolidated financial statements relate to the Company and its subsidiaries (together referred to as “the

Group”) and the Group’s interest in associates and joint ventures.

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2.1 Basis of preparation

The financial statements have been prepared in accordance with the Singapore Financial Reporting

Standards (FRS).

The financial statements are presented in Singapore dollars, which is the Company’s functional

currency. All financial information presented in Singapore dollars has been rounded to the nearest

thousand, unless otherwise stated. The financial statements have been prepared on the historical cost

basis except otherwise described below.

The preparation of financial statements in conformity with FRS requires management to make

judgements, estimates and assumptions that affect the application of accounting policies and the

reported amounts of assets, liabilities, income and expenses. Actual results may differ from these

estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting

estimates are recognised in the period in which the estimates are revised and in any future periods

affected.


VII-11


63


2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

2.1 Basis of preparation (cont’d)

In particular, information about significant areas of estimation uncertainty that have a significant risk

of resulting in a material adjustment within the next financial year and critical judgements in applying

accounting policies that have the most significant effect on the amount recognised in the financial

statements are included in the following notes:

• Note 2.11 – estimation of attributable profits and foreseeable losses

• Note 2.13 – estimation of the percentage of completion of development properties

• Note 4 – valuation of investment properties

• Note 22 – measurement of share-based payments

• Note 35 – valuation of financial instruments

On adoption of new/revised FRS effective from 1 January 2011, the Group has changed its accounting

policies in the following areas:

(i) Accounting for revenue from development properties

The Group has adopted INT FRS 115 Agreements for the Construction of Real Estate and the

Accompanying Note on Application of INT FRS 115 in Singapore (“AN”) in its accounting for

revenue from sales of development properties for the year ended 31 December 2011.

Prior to the adoption of INT FRS 115 and the AN, revenue from sales of development

properties was recognised using the percentage of completion (“POC”) method as allowed

under Recommended Accounting Practice 11 – Pre-Completion Contracts For The Sale Of

Development Property (“RAP 11”). RAP 11 was withdrawn with effect from 1 January 2011

following the adoption of INT FRS 115.

Under INT FRS 115 and the AN, revenue from sales of Singapore residential properties within

the scope of the AN continues to be recognised using the POC method. However, for the sale

of other development properties, revenue is now recognised only upon the transfer of control

and significant risks and rewards of ownership of the property to the buyer. This generally

coincides with the point in time when the development unit is delivered to the buyer. The

change in accounting policy was applied retrospectively.


VII-12





(i) Accounting for revenue from development properties (cont’d)

The following table summarises the adjustments made to the statement of financial position

upon implementation of the new accounting policy:

Group

Inventories

Trade

and other

receivables

Deferred

tax

liabilities

Trade

and other

payables

Current

tax

payable

Currency

translation

reserve

Retained

earnings

Non-

controlling

interests

$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000

1 January 2010

Balance as reported

at 1 January 2010 2,098,008 40,622 48,141 157,330 1,848 58,893 194,836 158,521

Effect of change in

accounting policy (16,678) – (10,329) 42,345 – – (48,694) –

Restated balance at

1 January 2010 2,081,330 40,622 37,812 199,675 1,848 58,893 146,142 158,521

31 December 2010

Balance as reported at

31 December 2010 2,451,285 80,864 78,431 271,472 10,845 69,932 333,072 168,704

Effect of change in

accounting policy

on balance at

1 January 2010 (16,678) – (10,329) 42,345 – – (48,694) –

Effect on profit or loss (34,072) (10,455) (9,643) (45,938) (181) 166 (51,342) (3,597)

Restated balance at

31 December 2010 2,400,535 70,409 58,459 267,879 10,664 70,098 233,036 165,107

31 December 2011

Effect of change in

accounting policy

on balance at

1 January 2011 (50,750) (10,455) (19,972) (3,593) (181) 166 (100,036) (3,597)


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(i) Accounting for revenue from development properties (cont’d)

The effect on the income statement and earnings per share was as follows:

Group

2011 2010

$’000 $’000

Increase/

(Decrease)

Increase/

(Decrease)

Revenue 243,247 (135,104)

Cost of sales (114,566) 66,786

Other operating expenses (2,064) 2,137

Finance costs (3,037) 1,300

Income tax expense (20,152) 9,830

Profit for the year 103,428 (55,051)

Profit attributable to:

Equity holders of the Company 99,847 (51,342)

Non-controlling interests 3,581 (3,709)

103,428 (55,051)

Earnings per share

Basic earnings per share (cents) 24.18 (12.81)

Diluted earnings per share (cents) 23.86 (12.47)

(ii) Identification of related party relationships and related party disclosures

From 1 January 2011, the Group has applied the revised FRS 24 Related Party Disclosures

(2010) to identify parties that are related to the Group and to determine the disclosures to be

made on transactions and outstanding balances, including commitments, between the Group

and its related parties. FRS 24 (2010) improved the definition of a related party in order to

eliminate inconsistencies and ensure symmetrical identification of relationships between two

parties.

The adoption of FRS 24 (2010) has resulted in additional parties being identified as related to

the Group. Transactions and outstanding balances with these related parties for the current and

comparative years have been disclosed accordingly in Note 33 to the financial statements.


VII-14





(ii) Identification of related party relationships and related party disclosures (cont’d)

The adoption of FRS 24 (2010) affects only the disclosures made in the financial statements.

There is no financial effect on the results and financial position of the Group for the current

and previous financial year. Accordingly, the adoption of FRS 24 (2010) has no impact in

earnings per share.

Except for the above changes, the accounting policies set out below have been applied

consistently to all periods presented in these financial statements, and have been applied

consistently by Group entities.

2.2 Basis of consolidation

Business combinations

Business combinations are accounted for using the acquisition method as at the acquisition date, which

is the date on which control is transferred to the Group. Control is the power to govern the financial

and operating policies of an entity so as to obtain benefits from its activities. In assessing control, the

Group takes into consideration potential voting rights that are currently exercisable.

The consideration transferred does not include amounts related to the settlement of pre-existing

relationships. Such amounts are generally recognised in profit or loss.

Costs related to the acquisition, other than those associated with the issue of debt or equity securities,

that the Group incurs in connection with a business combination are expensed as incurred.

Any contingent consideration payable is recognised at fair value at the acquisition date. If the contingent

consideration is classified as equity, it is not remeasured and settlement is accounted for within equity.

Otherwise, subsequent changes to the fair value of the contingent consideration are recognised in

profit or loss.

For non-controlling interests that are present ownership interest and entitle their holders to a

proportionate share of the acquiree’s net assets in the event of liquidation, the Group elects on a

transaction-by-transaction basis whether to measure them at fair value, or at the non-controlling

interests’ proportionate share of the recognised amounts of the acquiree’s identifiable net assets, at

the acquisition date. All other non-controlling interest are measured at acquisition-date fair value or,

when applicable, on the basis specified in another standard.


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2.2 Basis of consolidation (cont’d)

Subsidiaries

Subsidiaries are entities controlled by the Group. The financial statements of subsidiaries are included

in the consolidated financial statements from the date that control commences until the date that

control ceases.

The accounting policies of subsidiaries have been changed when necessary to align them with the

policies adopted by the Group. Losses applicable to non-controlling interests in a subsidiary are

allocated to the non-controlling interests even if doing so causes the non-controlling interests to have

a deficit balance.

Investments in associates and jointly controlled entities (equity-accounted investees)

Associates are those entities in which the Group has significant influence, but not control, over the

financial and operating policies. Significant influence is presumed to exist when the Group holds

between 20% and 50% of the voting power of another entity. Joint ventures are those entities over

whose activities the Group has joint control, established by contractual agreement and requiring

unanimous consent for strategic financial and operating decisions.

Investments in associates and jointly controlled entities are accounted for using the equity method

(equity-accounted investees) and are recognised initially at cost. The cost of the investments includes

transaction costs.

The consolidated financial statements include the Group’s share of the profit or loss and other

comprehensive income of the equity-accounted investees, after adjustments to align the accounting

policies of the equity-accounted investees with those of the Group, from the date that significant

influence or joint control commences until the date that significant influence or joint control ceases.

When the Group’s share of losses exceeds its interest in an equity-accounted investee, the carrying

amount of that interest, including any long-term investments, is reduced to zero, and the recognition

of further losses is discontinued except to the extent that the Group has an obligation or has made

payments on behalf of the investee.

Jointly-controlled operations

A jointly controlled operation is a joint venture carried on by each venturer using its own assets in

pursuit of the joint operations. The consolidated financial statements include the assets that the Group

controls and the liabilities that it incurs in the course of pursuing the joint operation, and the expenses

that the Group incurs and its share of the income that it earns from the joint operation.


VII-16




2.2 Basis of consolidation (cont’d)

Transactions eliminated on consolidation

Intra-group balances and transactions, and any unrealised income or expenses arising from intra-group

transactions, are eliminated in preparing the consolidated financial statements. Unrealised gains arising

from transactions with associates and joint ventures are eliminated against the investment to the extent

of the Group’s interest in the investee. Unrealised losses are eliminated in the same way as unrealised

gains, but only to the extent that there is no evidence of impairment.

Accounting for subsidiaries

Investments in subsidiaries are stated in the Company’s statement of financial position at cost less

accumulated impairment losses.

2.3 Foreign currency

Foreign currency transactions

Transactions in foreign currencies are translated to the respective functional currencies of Group

entities at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated

in foreign currencies at the reporting date are retranslated to the functional currency at the exchange

rate at that date. The foreign currency gain or loss on monetary items is the difference between

amortised cost in the functional currency at the beginning of the year, adjusted for effective interest

and payments during the year, and the amortised cost in foreign currency translated at the exchange

rate at the end of the year.

Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value

are retranslated to the functional currency at the exchange rate at the date that 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 retranslation are recognised in profit or loss, except for

differences arising on the retranslation of available-for-sale equity instruments (see Note 2.7), which

are recognised in other comprehensive income.

Foreign operations

The assets and liabilities of foreign operations, excluding fair value adjustments arising on acquisition,

are translated to Singapore dollars at exchange rates at the reporting date. The income and expenses

of foreign operations, excluding foreign operations in hyperinflationary economies, are translated to

Singapore dollars at exchange rates at the dates of the transactions.


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2.3 Foreign currency (cont’d)

Foreign operations (cont’d)

Foreign currency differences are recognised in other comprehensive income, and presented in the

foreign currency translation reserve in equity. When a foreign operation is disposed of, in part or in

full, the relevant amount in the foreign currency translation reserve is transferred to profit or loss as

part of the gain or loss on disposal.

2.4 Property, plant and equipment

Items of property, plant and equipment are stated at cost less accumulated depreciation and

impairment losses.

Cost includes expenditure that is directly attributable to the acquisition of the asset. The cost of self-

constructed assets includes:

• the cost of materials and direct labour;

• any other costs directly attributable to bringing the assets to a working condition for their

intended use;

• when the Group has an obligation to remove the asset or restore the site, an estimate of the

costs of dismantling and removing the items and restoring the site on which they are located;

and

• capitalised borrowing costs.

Purchased software that is integral to the functionality of the related equipment is capitalised as part

of that equipment.

When parts of an item of property, plant and equipment have different useful lives, they are accounted

for as separate items (major components) of property, plant and equipment.

The gain or loss on disposal of an item of property, plant and equipment is determined by comparing

the proceeds from disposal with the carrying amount of property, plant and equipment, and is

recognised net within other operating income/other operating expenses in profit or loss.

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. The costs of the day-to-day servicing of property, plant and

equipment are recognised in profit or loss as incurred.


VII-18




2.4 Property, plant and equipment (cont’d)

Depreciation is based on the cost of an asset less its residual value. Significant components of

individual assets are assessed and if a component has a useful life that is different from the remainder

of that asset, that component is depreciated separately.

Depreciation is recognised in profit or loss on a straight-line basis over the estimated useful lives of

each component of an item of property, plant and equipment. Leased assets are depreciated over

the shorter of the lease term and their useful lives unless it is reasonably certain that the Group will

obtain ownership by the end of the lease term. Freehold land is not depreciated.

The estimated useful lives for the current and comparative years are as follows:

Lease improvements – 3-10 years

Freehold property – 50 years

Furniture, fittings and equipments – 3-10 years

Motor vehicles – 2-5 years

Depreciation methods, useful lives and residual values are reviewed at the end of each reporting period

and adjusted if appropriate.

2.5 Intangible assets

Brand name

Brand name was acquired by the Group by way of business combination and is measured at cost

less accumulated impairment losses.

Subsequent expenditure

Subsequent expenditure is capitalised only when it increase the future economic benefits embodied

in the specific asset to which it relates. All other expenditure, including expenditure on brand name,

is recognised in profit or loss as incurred.

2.6 Investment properties

Investment properties are properties held either to earn rental income or for capital appreciation or for

both, but not for sale in the ordinary course of business, use in the production or supply of goods or

services or for administrative purposes.

Investment properties are measured at cost on initial recognition and subsequently at fair value with

any change therein recognised in profit or loss. Rental income from investment properties is accounted

for in the manner described in Note 2.13.


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2.6 Investment properties (cont’d)

When the use of a property changes such that it is reclassified as property, plant and equipment, its

fair value at the date of reclassification becomes its cost for subsequent accounting.

When an item of inventory or development properties is transferred to investment properties following

a change in its use, and difference arising at the date of transfer between the carrying amount of the

item immediately prior to the transfer and its fair value is recognised in profit or loss.

2.7 Financial instruments

Non-derivative financial instruments

Non-derivative financial instruments comprise investments in equity securities, trade and other

receivables, cash and cash equivalents, loans and borrowings, other liabilities, and trade and other

payables.

Non-derivative financial instruments are recognised initially at fair value plus, for instruments not at fair

value through profit or loss, any directly attributable transaction costs. Subsequent to initial recognition,

non-derivative financial instruments are measured as described below.

A financial instrument is recognised if the Group becomes a party to the contractual provisions of the

instrument. Financial assets are derecognised if the Group’s contractual rights to the cash flows from

the financial assets expire or if the Group transfers the financial asset to another party without retaining

control or transfers substantially all the risks and rewards of the asset. Regular way purchases and

sales of financial assets are accounted for at trade date, i.e., the date that the Group commits itself

to purchase or sell the asset. Financial liabilities are derecognised if the Group’s obligations specified

in the contract expire or are discharged or cancelled.

Loans and receivables

Loans and receivables are financial assets with fixed or determinable payments that are not quoted in

an active market. Subsequent to initial recognition, loans and receivables are measured at amortised

cost using the effective interest method, less any impairment losses.

Loans and receivables comprise trade and other receivables, and cash and cash equivalents (see

Note 35).

Cash and cash equivalents comprise cash balances and bank deposits.


VII-20




2.7 Financial instruments (cont’d)

Available-for-sale financial assets

Available-for-sale financial assets are non-derivative financial assets that are designated as available-

for-sale and that are not classified in any of the other categories of financial assets. The Group’s

investments in equity securities are classified as available-for-sale financial assets. Subsequent to

initial recognition, they are measured at fair value and changes therein, other than for impairment

losses, and foreign currency differences on available-for-sale monetary items (see Note 2.3), are

recognised in other comprehensive income and presented within equity in the fair value reserve.

When an investment is derecognised, the cumulative gain or loss in other comprehensive income is

transferred to profit or loss.

Derivative financial instruments

The Group holds derivative financial instruments to hedge its interest rate risk exposures. Embedded

derivatives are separated from the host contract and accounted for separately, if the economic

characteristics and risks for the host contract and the embedded derivatives are not closely related, a

separate investment with the same term as the embedded derivatives would meet the definition of a

derivative and the combined instrument is not measured at fair value through profit or loss.

Derivatives are recognised initially at fair value; attributable transaction costs are recognised in the

consolidated income statement when incurred. Subsequent to initial recognition, derivatives are

measured at fair value, and changes therein are recognised in profit or loss.

Intra-group financial guarantees

Financial guarantees are financial instruments issued by the Group that requires the issuer to make

specified payments to reimburse the holder for the loss it incurs because a specified debtor fails to

meet payment when due in accordance with the original or modified terms of a debt instrument.

Financial guarantee contracts are accounted for as insurance contracts. A provision is recognised

based on the estimate of the ultimate cost of settling all claims incurred but unpaid at the balance

sheet date.

The provision is assessed by reviewing individual claims and tested for adequacy by comparing the

amount recognised and the amount that would be required to settle the guarantee contract.


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2.7 Financial instruments (cont’d)

Share capital

Ordinary shares

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary

shares and share options are recognised as a deduction from equity, net of any tax effects.

Repurchase and reissue of share capital (treasury shares)

When share capital recognised as equity is repurchased, the amount of the consideration paid, which

includes directly attributable costs, net of any tax effects, is recognised as a deduction from equity.

Repurchased shares are classified as treasury shares and are presented in the reserve for own share

account. When treasury shares are sold or reissued subsequently, the amount received is recognised

as an increase in equity, and the resulting surplus or deficit on the transaction is presented in capital

reserve.

2.8 Leased assets

Leases in terms of which the Group assumes substantially all the risks and rewards of ownership

are classified as finance leases. Upon initial recognition, the leased asset is measured at an amount

equal to the lower of its fair value and the present value of the minimum lease payments. Subsequent

to initial recognition, the asset is accounted for in accordance with the accounting policy applicable

to that asset.

Other assets are operating leases and are not recognised in the Group’s statements of financial

position.

2.9 Impairment

Non-derivative financial assets

A financial asset is assessed at each reporting date to determine whether there is objective evidence

that it is impaired. A financial asset is impaired if objective evidence indicates that a loss event has

occurred after the initial recognition of the asset, and that the loss event has a negative effect on the

estimated future cash flows of that asset that can be estimated reliably.

Objective evidence that financial assets (including equity securities) are impaired can include default or

delinquency by a debtor, restructuring of an amount due to the Group on terms that the Group would

not consider otherwise, indications that a debtor or issuer will enter bankruptcy, adverse changes

in the payment status of borrowers or issuers in the Group, economic conditions that correlate with

defaults or the disappearance of an active market for a security. In addition, for an investment in an

equity security, a significant or prolonged decline in its fair value below its cost is objective evidence

of impairment.


VII-22




2.9 Impairment (cont’d)

Non-derivative financial assets (cont’d)

An impairment loss in respect of a financial asset measured at amortised cost is calculated as the

difference between its carrying amount, and the present value of the estimated future cash flows

discounted at the original effective interest rate. An impairment loss in respect of an available-for-sale

financial asset is calculated by reference to its current fair value.

Individually significant financial assets are tested for impairment on an individual basis. The remaining

financial assets are assessed collectively in groups that share similar credit risk characteristics.

All impairment losses are recognised in the consolidated income statement. Any cumulative loss in

respect of an available-for-sale financial asset recognised previously in equity is transferred to profit

or loss.

Impairment losses in respect of financial assets measured at amortised cost are reversed if the

subsequent increase in fair value can be related objectively to an event occurring after the impairment

loss was recognised.

Impairment losses once recognised in the consolidated income statement in respect of available-for-

sale equity securities are not reversed through the consolidated income statement. Any subsequent

increase in fair value of such assets is recognised directly in other comprehensive income.

Non-financial assets

The carrying amounts of the Group’s non-financial assets, other than investment properties,

inventories and deferred tax assets, are reviewed at each reporting date to determine whether there

is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is

estimated.

For intangible assets that have indefinite useful lives, the recoverable amount is estimated each year

at the same time. An impairment loss is recognised if the carrying amount of an asset or its related

cash-generating unit (CGU) exceeds its estimated recoverable amount.

The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs

to sell. 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 or CGU. For the purpose of impairment testing, assets that cannot be

tested individually are grouped together into the smallest group of assets that generates cash inflows

from continuing use that are largely independent of the cash inflows of other assets or CGU.


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2.9 Impairment (cont’d)

Non-financial assets (cont’d)

Impairment losses are recognised in profit or loss. Impairment losses recognised in respect of CGUs

are allocated to reduce the carrying amount of the assets in the CGU (group of CGUs) on a pro rata

basis.

Impairment losses recognised in prior periods are assessed at each reporting date for any indications

that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a

change in the estimates used to determine the recoverable amount. An impairment loss is reversed only

to the extent that the asset’s carrying amount does not exceed the carrying amount that would have

been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

Goodwill that forms part of the carrying amount of an investment in an associate is not recognised

separately, and therefore is not tested for impairment separately. Instead, the entire amount of the

investment in an associate is tested for impairment as a single asset when there is objective evidence

that the investment in an associate may be impaired.

2.10 Interest-free inter-company loans – non-quasi equity

Loans to subsidiaries

In the Company’s financial statements, interest-free inter-company loans to subsidiaries are stated

at fair value at inception. The difference between the fair values and the loan amount at inception

is recognised as additional investments in subsidiaries in the Company’s financial statements.

Subsequently, these loans are measured at amortised cost using the effective interest method.

The unwinding of the difference is recognised as interest income in profit or loss over the expected

repayment period.

Such balances are eliminated in full in the Group’s consolidated financial statements.

Loans from subsidiaries

In the Company’s financial statements, the interest-free inter-company loans from the subsidiaries

are stated at fair value at inception. The difference between the fair values and the loan amounts at

inception is recognised as a distribution income in the Company’s income statement. Subsequently,

these loans are measured at amortised cost using the effective interest method. The unwinding of the

difference is recognised as interest expense in profit or loss over the expected repayment period.

Such balances are eliminated in full in the Group’s consolidated financial statements.


VII-24




2.11 Inventories

Development properties

Development properties are those properties which are held with the intention of development and

sale in the ordinary course of business. They are stated at the lower of cost plus, where appropriate, a

portion of attributable profit, and estimated net realisable value, net of progress billings. Net realisable

value represents the estimated selling price less costs to be incurred in selling the property.

The cost of properties under development comprise specifically identified costs, including acquisition

costs, development expenditure, borrowing costs and other related expenditure. Borrowing costs

payable on loans funding a development property are also capitalised, on a specific identification basis,

as part of the cost of the development property until the completion of development.

Development properties which have been awarded Temporary Occupation Permit (“TOP”) and are not

sold are transferred to properties held for resale.

Land and properties held for resale are those properties which are held or acquired as completed

properties and are stated at the lower of cost and net realisable value. Net realisable value represents

the estimated selling price less costs to be incurred in selling the property. The costs of properties

held for resale comprise the costs of purchase of properties and associated costs.

2.12 Employee benefits

Defined contribution plans

A defined contribution plan is a post-employment benefit plan under which an entity pays fixed

contributions into a separate entity and will have no legal or constructive obligation to pay further

amounts. Obligations for contributions to defined contribution pension plans are recognised as an

employee benefit expense in profit or loss in the periods during which services are rendered by

employees.

Short-term employee benefits

Short-term employee benefit obligations are measured on an undiscounted basis and are expensed

as the related service is provided. A liability is recognised for the amount expected to be paid under

short-term cash bonus if the Group has a present legal or constructive obligation to pay this amount

as a result of past service provided by the employee and the obligation can be estimated reliably.


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2.12 Employee benefits (cont’d)

Long service leave

The liability for long service leave is recognised and measured as the present value of expected future

payments to be made in respect of services provided by employees up to the reporting date using the

project unit credit method. Consideration is given to expected future wage and salary levels, experience

of employee departures and periods of service. Expected future payments are discounted at a pre-tax

rate that reflects current market assessments of the time value of money.

Superannuation contributions

Contributions to superannuation plans are recognised as an expense in the consolidated income

statement when contributions are paid or become payable.

Share-based payment transactions

Under the Long Term Incentive Scheme (“LTI Scheme”) and Performance Share Scheme, participating

executives shall be eligible for a bonus or/and shares provided that the pre-determined performance

target is met within the prescribed performance period and the service condition is achieved. The LTI

bonus will be paid in 3 equal instalments following the end of the respective measurement period,

provided the threshold targets and service condition are achieved. The final number of shares under

Performance Share Scheme will be paid at the end of the performance period, provided the threshold

targets are achieved.

The LTI Scheme is accounted for either as equity-settled share-based payments or cash-settled share

based payments, depending on the payment terms. The Performance Share Scheme and AVJ Deferred

Employee Share Plan are accounted for as equity-settled share-based payments.

Equity-settled long term incentive bonus and performance shares award

The grant date fair value of long term incentive bonus and performance shares award granted to key

management personnel and key executives is recognised as an expense, with a corresponding increase

in equity, over the remaining service period from date of grant to which the performance period relates,

irrespective of whether the performance condition is satisfied.

At each balance sheet date, the Group revises its estimates of the number of performance shares

that are expected to vest, based upon the non-market condition, i.e. service condition. It recognises

the impact of the revision of original estimates in profit or loss and in a corresponding adjustment to

equity over the remaining vesting period.


VII-26




2.12 Employee benefits (cont’d)

Cash-settled long term incentive bonus

The fair value of the amount payable to key management personnel in respect of cash-settled long

term incentive bonus, is recognised as an expense, with a corresponding increase in liabilities, over the

period that the key management personnel becomes unconditionally entitled to the long term incentive

bonus. The liability is remeasured at each reporting date and at settlement date. Any changes in the

fair value of the liability are recognised in the consolidated income statement.

AVJ Deferred Employee Share Plan

Share-based compensation benefits are provided to executives via the AVJ Deferred Employee Share

Plan. These equity-settled transactions are measured at fair value at the grant date.

The original cost of equity-settled transactions is treated as a reduction in share capital and the

underlying shares identified separately as treasury shares. The fair value determined at the grant date

of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period

and the credit taken to share-based payment reserve in equity.

2.13 Revenue recognition

Development properties for sale

Revenue from sales of development properties is recognised using the percentage of completion

method when the Group determines that (a) control and the significant risks and rewards of ownership

of the work-in-progress transfer to the buyer in its current state as construction progresses, (b) sales

price is fixed and collectible, (c) the percentage of completion can be measured reliably, (d) there is

no significant uncertainty as to the ability of the Group to complete the development, and (e) costs

incurred or to be incurred can be measured reliably.

In all other instances, revenue from sales of development properties is only recognised upon the

transfer of control and significant risks and rewards of ownership of the property to the buyer. This

generally coincides with the point in time when the development unit is delivered to the buyer.

The percentage of completion is measured by reference to the work performed, based on the ratio of

costs incurred to date to the estimated total costs. Profits are recognised only in respect of finalised

sales contracts to the extent that such profits relate to the progress of the construction work.


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2.13 Revenue recognition (cont’d)

Rental income

Rental income from investment property is recognised in profit or loss on a straight-line basis over

the term of the lease. Lease incentives granted are recognised as an integral part of the total rental

income over the term of the lease.

Dividend income

Dividend income from investments in subsidiaries, associates and other financial assets is recognised

in profit or loss on the date that the Group’s and Company’s right to receive payment is established,

which in the case of quoted securities is normally the ex-dividend date.

Interest income

Interest income is recognised as it accrues in profit or loss, using the effective interest method.

Management fee

Management fee is recognised in profit or loss as and when services are rendered.

2.14 Finance costs

Finance costs comprise interest expense on borrowings.

Borrowing costs that are not directly attributable to the acquisition, construction or production of a

qualifying asset are recognised in profit or loss using the effective interest method.

2.15 Government grant

Cash grants received from the government in relation to the Jobs Credit Scheme are recognised upon

receipt. Such grants are provided to defray the wage costs incurred by the Group and are offset against

staff costs in the financial statements.


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2.16 Tax

Tax expense comprises current and deferred tax. Current tax and deferred tax are recognised in profit

or loss except to the extent that it relates to a business combination, or items recognised directly in

equity or in other comprehensive income.

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using

tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable

in respect of previous years.

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets

and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred

tax is not recognised for:

• temporary difference on the initial recognition of assets or liabilities in a transaction that is not

a business combination and that affects neither accounting nor taxable profit or loss;

• temporary differences related to investments in subsidiaries and jointly controlled entities to

the extent that it is probable that they will not reverse in the foreseeable future; and

• taxable temporary differences arising on the initial recognition of goodwill.

Deferred tax is measured at the tax rates that are expected to be applied to temporary differences

when they reverse, based on the laws that have been enacted or substantively enacted by the reporting

date.

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax

liabilities and assets, and they relate to taxes levied by the same tax authority on the same taxable

entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net

basis or their tax assets and liabilities will be realised simultaneously.

A deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary

differences, to the extent that it is probable that future taxable profits will be available against which

they can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the

extent that it is no longer probable that the related tax benefit will be realised.

2.17 Key management personnel

Key management personnel of the Group are those persons having the authority and responsibility

for planning, directing and controlling the activities of the Group directly or indirectly, including any

director (whether executive or otherwise) of the Group.


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2.18 Earnings per share

The Group presents basic and diluted earnings per share data for its ordinary shares. Basic earnings

per share is calculated by dividing the profit or loss attributable to ordinary shareholders of the

Company by the weighted average number of ordinary shares outstanding during the year, adjusted

for own shares held. Diluted earnings per share is determined by adjusting the profit or loss attributable

to ordinary shareholders and the weighted average number of ordinary shares outstanding, adjusted

for own shares held, for the effects of all dilutive potential ordinary shares, which comprise share

options granted to employees.

2.19 Segment reporting

An operating segment is a component of the Group that engages in business activities from which it

may earn revenues and incur expenses, including revenues and expenses that relate to transactions

with any of the Group’s other components. All operating segments’ operating results are reviewed

regularly by the Group’s CEO to make decisions about resources to be allocated to the segment and

to assess its performance, and for which discrete financial information is available.

Segment results that are reported to the Group’s CEO include items directly attributable to a segment

as well as those that can be allocated on a reasonable basis. Unallocated items comprise mainly

corporate assets, corporate expenses, and tax assets and liabilities.

Segment capital expenditure is the total cost incurred during the year to acquire property, plant and

equipment, and intangible assets other than goodwill.

2.20 New standards and interpretations not adopted

The Group has not applied the following accounting standards (including their consequential

amendments) and interpretations that have been issued as of the balance sheet date but are not yet

effective:

• Amendments to FRS 1 Presentation of Items of Other Comprehensive Income

• Amendments to FRS 12 Income Taxes: Deferred Tax Recovery of Underlying Assets

• Amendments to FRS 107 Financial Instruments: Disclosures – Transfer of Financial Assets

• FRS 27 Separate Financial Statements

• FRS 28 Investments in Associates and Joint Ventures

• FRS 110 Consolidated Financial Statements

• FRS 111 Joint Arrangements

• FRS 112 Disclosures of Interests in Other Entities

• FRS 113 Fair Value Measurements


VII-30




2.20 New standards and interpretations not adopted (cont’d)

The Group is presently assessing impact of the adoption of these standards (including their

consequential amendments). The Group has not considered the impact of accounting standards issued

after the balance sheet date.

3 PROPERTY, PLANT AND EQUIPMENT

Group

Leasehold improve-

mentsFreehold property

Furniture, fittings and equipment

Motor vehicles Total

$’000 $’000 $’000 $’000 $’000

CostAt 1 January 2010 1,047 15,224 8,212 2,414 26,897

Additions 55 – 4,834 570 5,459

Disposals/write-offs (612) – (4,017) (1,794) (6,423)

Translation difference 40 – 164 41 245

At 31 December 2010/

1 January 2011 530 15,224 9,193 1,231 26,178

Additions 28 – 2,013 911 2,952

Disposals/write-offs (321) – (63) (623) (1,007)

Translation difference (2) – 15 5 18

At 31 December 2011 235 15,224 11,158 1,524 28,141

Accumulated depreciation and impairment losses At 1 January 2010 140 158 1,894 876 3,068

Depreciation for the year 217 190 1,309 425 2,141

Disposals/write-offs (129) – (1,410) (721) (2,260)

Translation difference 16 – 72 7 95

At 31 December 2010/

1 January 2011 244 348 1,865 587 3,044

Depreciation for the year 83 190 1,320 278 1,871

Disposals/write-offs (164) – (20) (343) (527)

Translation difference (1) – 7 4 10

At 31 December 2011 162 538 3,172 526 4,398

Carrying amountsAt 1 January 2010 907 15,066 6,318 1,538 23,829

At 31 December 2010 286 14,876 7,328 644 23,134

At 31 December 2011 73 14,686 7,986 998 23,743


VII-31


83


3 PROPERTY, PLANT AND EQUIPMENT (CONT’D)

Company

Furniture and

fittings Motor vehicles Total

$’000 $’000 $’000

Cost

At 1 January 2010 76 1,027 1,103

Additions – 205 205

Disposals – (517) (517)

At 31 December 2010/1 January 2011 76 715 791

Additions – 761 761

Disposals – (372) (372)

At 31 December 2011 76 1,104 1,180

Accumulated depreciation and

impairment losses

At 1 January 2010 57 786 843

Depreciation for the year 4 161 165

Disposals – (447) (447)

At 31 December 2010/1 January 2011 61 500 561

Depreciation for the year 4 203 207

Disposals – (365) (365)

At 31 December 2011 65 338 403

Carrying amounts

At 1 January 2010 19 241 260

At 31 December 2010 15 215 230

At 31 December 2011 11 766 777

The carrying amount of property, plant and equipment of the Group and the Company includes amounts

totalling $766,000 (2010: $397,000) and $766,000 (2010: $215,000), in respect of motor vehicles held under

finance leases, respectively.

As at 31 December 2011, property, plant and equipment of the Group with a carrying amount of $14,686,000

(2010: $14,876,000) are pledged as security to secure bank loans (see Note 20).


VII-32



4 INVESTMENT PROPERTIES

Group

2011 2010

$’000 $’000

Freehold properties

At 1 January 69,263 54,776

Transfer from properties under development – 14,487

At 31 December 69,263 69,263

The investment properties comprise a number of commercial properties that are held for rental income and

capital appreciation. Generally, each of the leases is fixed for a period of up to 3 years, and subsequent

renewals are negotiated at prevailing market rate and terms.

In the previous year, several commercial units were transferred from properties under development (see Note

12) to investment properties, as they were leased to third parties.

The investment properties are stated at fair value based on independent professional valuations. The

independent professional valuations were carried out on 17 February 2012 (2010: 15 December 2010) by

Knight Frank and 28 February 2012 (2010: 16 February 2011) by CB Richard Ellis, firms of independent

professional valuers that have appropriate recognised professional qualifications and recent experience in the

location and category of the properties being valued. The fair values are based on market values, being the

estimated amount for which a property could be exchanged on the date of the valuation between a willing

buyer and a willing seller in an arm’s length transaction after proper marketing wherein the parties had each

acted knowledgeably, prudently and without compulsion.

The valuers have considered valuation techniques including the direct comparison method and income method

in arriving at the open market value.

The direct comparison method involves the analysis of comparable sales of similar properties and adjusting

the sales price to that reflective of the investment properties. Under the income method, the achievable annual

net rental is capitalised at an appropriate interest rate, after providing for vacancy and deducting the property

tax payable, to arrive at the capital value of the property.

The directors are of the view that the valuations by Knight Frank and CB Richard Ellis approximate the fair

values of the investment properties as at the reporting date.

The investment properties are pledged to secure banking facilities granted to the Group (see Note 20).


VII-33


85


5 INTANGIBLE ASSET

Brand name

$’000

Group

Cost

At 1 January 2010 4,165

Translation difference 161

At 31 December 2010/1 January 2011 4,326


At 31 December 2011 4,339

Accumulated amortisation and impairment losses

At 1 January 2010 620


At 31 December 2010/1 January 2011 644


At 31 December 2011 646

Carrying amount

At 1 January 2010 3,545



The brand name is tested for impairment annually or more frequently if there are any indicators of impairment.

At 31 December 2011, there were no indicators of impairment.

6 SUBSIDIARIES

Company

2011 2010

$’000 $’000

Equity investments, at cost 60,084 60,049

Discount implicit in interest-free inter-company loans 30,541 27,159

Impairment losses (12,101) (12,101)

78,524 75,107


VII-34



6 SUBSIDIARIES (CONT’D)

Details of the subsidiaries are as follows:

Effective equity held

Country of by the Group

Name of subsidiary incorporation 2011 2010

% %

* Carden Investments Pte Ltd Singapore 100 100

* Astidvale Pte Ltd Singapore 100 100

and its subsidiaries:

– * Razgrad Pte Ltd Singapore 60 60

– * Brysen Pte Ltd (1) Singapore 100 100

– * Grandon Pte Ltd Singapore 100 100

* Crawforn Pte Ltd Singapore 60 60

* Tabosca Pte Ltd Singapore 90 90

* Kimmingston Pte Ltd Singapore 100 100

* SC Global (Singapore) Pte Ltd Singapore 100 100

# I-Modern Group Ltd (BVI) British Virgin Islands 100 100

* Josewin Investments Pte Ltd (1) Singapore 100 100

* SC Global Property Management Pte Ltd (1) Singapore 100 100

* Pansbury Investments Pte Ltd Singapore 100 100

* Trimount Pte Ltd Singapore 100 100

* Vesmith Investments Pte Ltd Singapore 100 100

* Linkford Pte Ltd (2) Singapore 100 100

* Woodward Investments Pte Ltd Singapore 100 100

* Seven Palms Resorts Management Pte Ltd Singapore 100 100

* Brownstone Pte Ltd Singapore 100 100


– * Femville Pte Ltd (2) Singapore 80 80

– # Charlestown Investments Limited British Virgin Islands 100 100

– # Talmade Limited British Virgin Islands 100 100

@ AVJennings Limited

and its subsidiaries^:

Australia 50.03 50.03

– @ A.V. Jennings Real Estate Pty Limited Australia 50.03 50.03

– @ AVJennings Real Estate (VIC) Pty Limited Australia 50.03 50.03

– @ AVJennings Holdings Limited Australia 50.03 50.03

– @ AVJennings Properties Limited Australia 50.03 50.03

– @ Jennings Sinnamon Park Pty Limited Australia 50.03 50.03

– @ Long Corporation Limited Australia 50.03 50.03

– @ Orlit Pty Limited Australia 50.03 50.03

– @ Sundell Pty Limited Australia 50.03 50.03

– @ AVJennings Housing Pty Limited Australia 50.03 50.03


VII-35


87






% %

– @ AVJennings Home Improvements

S.A. Pty Limited


– @ AVJennings Mackay Pty Limited Australia 50.03 50.03

– @ Crebb No 12 Pty Limited Australia 50.03 50.03

– @ Dunby Pty Limited Australia 50.03 50.03

– @ Epping Developments Limited Australia 50.03 50.03

– @ Montpellier Gardens Pty Limited Australia 50.03 50.03

– @ Sirda Pty Limited Australia 50.03 50.03

– @ AVJ ODP Pty Limited Australia 50.03 50.03

– @ AVJennings (Cammeray) Pty Limited Australia 50.03 50.03

– @ AVJennings Syndicate No 2 Limited Australia 50.03 50.03



– @ AVJennings Officer Syndicate Limited Australia 50.03 50.03

– @ AVJennings Hindmarsh Syndicate Limited (3) Australia – 50.03

– @ AVJennings Properties SPV No 1 Pty Limited Australia 50.03 50.03




– @ AVJennings Wollert Pty Ltd (formerly known as

AVJennings Properties SPV No 5 Pty Limited)


– @ AVJ Erskineville Pty Limited Australia 50.03 50.03

– @ AVJennings SPV No 8 Pty Limited Australia 50.03 50.03


– @ AVJennings SPV No 10 Pty Limited Australia 50.03 50.03


– @ AVJennings Properties SPV No 12 Pty Limited (3) Australia – 50.03







– @ AVJ Hobsonville Pty Limited Australia 50.03 50.03

– @ AVJennings Syndicate No 5 Limited (3) Australia – 50.03

– @ AVJennings Syndicate No 6 Limited (3) Australia – 50.03

– @ Creekwood Developments Pty Ltd Australia 50.03 –


VII-36







% %

** SC Global Developments (M) Sdn Bhd Malaysia 100 100

** SC Global Developments (HK) Limited


Hong Kong 100 100

–** Eason Limited

and its subsidiary (4)

Hong Kong 100 100

– ** Kingley Properties Limited (4) Hong Kong 100 100

* Everon Investments Pte Ltd

and its subsidiary:

Singapore 100 100

– * Covenson Pte Ltd Singapore 100 100

* Kenton Pte Ltd

and its subsidiary:

Singapore 100 100

– * Taraville Pte Ltd Singapore 100 100

* Trinex Investments Pte Ltd

and its subsidiary:

Singapore 100 100

– * Trollius Pte Ltd Singapore 100 100

* SCGD Holdings Pte Ltd

and its subsidiary:

Singapore 100 100

– * SCGD (China) Pte Ltd

and its subsidiary:

Singapore 100 100

– * Kairong Developments (S) Pte Ltd Singapore 60 60

and its subsidiary:

– ** Kairong Developments (Shenyang)

Co., Ltd. （凱榮置業（瀋陽）有限公司）People’s Republic

of China

60 60

* Martin Investments Pte Ltd (5) Singapore 100 –

* The Fitness Mill Pte Ltd (5) Singapore 100 –

* Tanah Investments Pte Ltd (5) Singapore 100 –

* SCGD (Indonesia) Pte Ltd (5) Singapore 100 –

* Audited by KPMG LLP, Singapore.

@ Audited by Ernst & Young, Australia.

** Audited by other CPA firms.

# Not required to be audited in its country of incorporation.

^ The accounting year-end of AVJennings Limited and its subsidiaries is 30 June which is not co-terminous with that

of the Company. However, for the purpose of preparing the consolidated financial statements of the Group, the

financial statements of AVJennings Limited and its subsidiaries have been prepared to 31 December 2011.


VII-37


89



(1) These entities have submitted applications to the Accounting and Corporate Regulatory Authority to

strike their names off the Register pursuant to Section 344 of the Companies Act during the year.

These entities have been dormant since year 2005.

(2) These entities have been placed under members voluntary liquidation pursuant to Section 290(1)(b) of

the Companies Act, Cap. 50 during the year, Linkford Pte Ltd and Femville Pte Ltd have been dormant

since year 2007 and year 2008 respectively.

(3) These entities were deregistered during the year.

(4) These entities have submitted applications for deregistration in accordance with the Hong Kong

Companies Ordinance of Hong Kong during the year. These entities have been dormant since year

2005.

(5) These entities are newly incorporated during the year.

KPMG LLP, Singapore is the auditor of all significant Singapore-incorporated subsidiaries. Ernst & Young,

Australia is the auditor of a significant foreign-incorporated subsidiary, AVJennings Limited and its subsidiaries.

For this purpose, a subsidiary is considered significant as defined under the Singapore Exchange Limited Listing

Manual if its net tangible assets represent 20% or more of the Group’s consolidated net tangible assets, or if

its pre-tax profits account for 20% or more of the Group’s consolidated pre-tax profits.

AVJennings Limited is listed on the Australian Securities Exchange (ASX).


VII-38



7 ASSOCIATE

Group

2011 2010

$’000 $’000

Investment in associate (Unquoted) 865 1,777

Details of the associate are as follows:

Principal

activities

Country of

incorporation


by the Group

Name of associate 2011 2010

% %

Directly or indirectly held by

AVJennings Limited:

@ Epping JV* Land development Australia 5 5


* The Group has significant influence over the Epping JV as it is represented on the project governing body and its

employees provide essential technical knowledge to the project. The associate is an unincorporated entity which

trades in Australia. It has a 30 June year-end and its principal activity is the development and sale of residential

lots.

Summarised financial information of the associate, not adjusted for the percentage of ownership held by the

Group, is as follows:

Associate

Unaudited Unaudited

31/12/2011 31/12/2010

$’000 $’000

Total assets 9,048 23,649

Total liabilities 399 5,869

Revenue 20,211 13,327

Profit after income tax 5,199 629

The Group’s share of the contingent liabilities of the associate was $55,800 (2010: $96,600).


VII-39


91


8 JOINT VENTURES

Group

2011 2010

$’000 $’000

Investments in joint venture partnerships 38,379 47,766

Details of the joint ventures are as follows:

Name of joint ventures

Country of

incorporation

Effective equity

held by the Group

2011 2010

% %

Joint venture operations

Directly, or indirectly held by AVJennings Limited

@ Cammeray Joint Venture Australia 25 25

@ Hobsonville New Zealand Australia Australia 25 25

# Cheltenham Joint Venture Australia 25 25

Joint venture partnerships

Directly, or indirectly held by AVJennings Limited

@ Creekwood Developments Pty Ltd

(Meridan Plains)

Australia – 25

@ Eastwood Australia 25 25

# Sydney Olympic Park Australia 25 25

# Woodville Australia 25 25

@ Arlington Rise Australia 22.5 –


# Audited by other CPA firms.

On 30 September 2011, the Group’s subsidiary, AV Jennings Limited acquired the remaining 49.99% interest

of Creekwood Developments Pty Ltd (Meridian Plains) from the joint venture partner. The acquisition of

Creekwood Developments Pty Ltd does not constitute a business and has been accounted for as an asset

acquisition. Creekwood Developments Pty Ltd is now a wholly owned subsidiary of AV Jennings Limited (see

Note 34).


VII-40



8 JOINT VENTURES (CONT’D)

The Group’s share of the joint ventures’ results, assets and liabilities is as follows:

Joint venture

operations

Joint venture

partnerships

2011 2010 2011 2010

$’000 $’000 $’000 $’000

Results

Revenue 10,427 1,558 42,983 14,084

Expenses (including income tax) (10,053) (2,058) (35,618) (12,622)

Profit/(loss) after income tax 374 (500) 7,365 1,462

Assets and liabilities

Current assets 36,940 14,583 22,602 36,122

Non-current assets 21,746 39,267 35,412 51,296

Current liabilities (2) (26) (4,152) (22,447)

Non-current liabilities (21,473) (25,274) (15,483) (17,205)

Net assets 37,211 28,550 38,379 47,766

Contingent liabilities exist in respect of financial guarantees that have been issued in relation to the joint

ventures. These financial guarantees have been issued in the normal course of business. The Group’s share

of the contingent liabilities of the joint ventures is $11,212,000 (2010: $14,674,000).

9 OTHER FINANCIAL ASSETS

Group

2011 2010

$’000 $’000

Available-for-sale

– quoted equity investments, at fair value 956 1,871


VII-41


93


10 AMOUNTS DUE FROM SUBSIDIARIES (NON-TRADE)

The amounts due from subsidiaries are unsecured, interest-free and repayable between 3 to 10 years. Except

for the accumulated impairment loss of $27,865,000 (2010: $29,711,000), there is no other allowance for

doubtful debts arising from these outstanding balances.

The ageing of non-current amounts due from subsidiaries (non-trade) at the reporting date is:

Gross

Impairment

losses Gross

Impairment

losses

2011 2011 2010 2010

$’000 $’000 $’000 $’000

Company

Not past due 70,121 27,865 74,694 29,711

The movement in the allowance for impairment in respect of the non-current amounts due from subsidiaries

(non-trade) during the year is as follows:

Company

2011 2010

$’000 $’000

At 1 January 29,711 18,700

Written off (1,846) –

Impairment loss recognised – 11,011

At 31 December 27,865 29,711

Based on historical default rates, the Company believes that no additional impairment allowance is necessary

in respect of receivables not past due.


VII-42



11 DEFERRED TAX

Movements in deferred tax assets and liabilities of the Group (prior to offsetting of balances) during the year

are as follows:

As at

1 January

2010

Translation

difference

Recognised

in income

statement

(Note 27)

As at 31

December

2010

Translation

difference

Acquisition

of subsidiary

(Note 34)

Recognised

in income

statement

(Note 27)

As at 31

December

2011

Group $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000

Restated* Restated* Restated* Restated*

Deferred

tax assets

Other liabilities (1,954) – 1,568 (386) – – 386 –

Tax value of loss

carry forward (1,652) (64) 1,716 – – – – –

(3,606) (64) 3,284 (386) – – 386 –

Deferred

tax liabilities

Inventories 39,541 864 19,167 59,572 89 2,698 (3,604) 58,755

Others (77) 375 (1,411) (1,113) – – 2,712 1,599

39,464 1,239 17,756 58,459 89 2,698 (892) 60,354

Deferred tax assets and liabilities of the Company (prior to offsetting of balances) are attributable to the

following:

Company

2011 2010

$’000 $’000

Deferred tax assets

Other liabilities – (386)

Deferred tax liabilities

Others 13 7

Deferred tax liabilities and assets are offset when there is a legally enforceable right to set off current tax assets

against current tax liabilities and when the deferred taxes relate to the same tax authority.


VII-43


95


11 DEFERRED TAX (CONT’D)

The amounts determined after appropriate offsetting are included in the statements of financial position as

follows:

Group Company

2011 2010 2011 2010

$’000 $’000 $’000 $’000

Restated*

Deferred tax assets – (386) – (386)

Deferred tax liabilities 60,354 58,459 13 7

* Restated, due to change in accounting policy on revenue recognition for development properties for sale. Refer to

Note 2.1(i) for details.

Deferred tax assets have not been recognised in respect of the following items:

Group

2011 2010

$’000 $’000

Deductible temporary differences – 15,490

Tax losses 729 233

729 15,723

The tax losses are subject to agreement by the tax authorities and compliance with tax regulations in the

respective countries in which certain subsidiaries operate. The deductible temporary differences do not expire

under current tax legislation. Deferred tax assets have not been recognised in respect of these items because

it is not probable that future taxable profit will be available against which the Group can utilise the benefits

therefrom.


VII-44



12 INVENTORIES

GroupNote 2011 2010

$’000 $’000Restated*

Properties under development 13 1,204,990 2,356,354

Properties held for resale 1,079,850 44,181

2,284,840 2,400,535



As at 31 December 2011, certain properties with carrying value of approximately $1,743,068,000 (2010:

$1,972,939,000) were mortgaged to banks to secure bank facilities granted to the Group (Note 20).

In the previous year, certain properties with carrying value of $14,487,200 were transferred to investment

properties (see Note 4) as they were leased to third parties.

As at 31 December 2011, the aggregate amount of costs incurred to date for properties where revenue is

recognised using the percentage of completion method amount to $2,072,376,000 (2010: $1,903,470,000).

As at 31 December 2011, advances received from properties where revenue is recognised using the percentage

of completion method amount to $907,735,000 (2010: $349,164,000).

As at 31 December 2011, the recognised profits (less recognised losses) to date for properties where revenue

is recognised using the percentage of completion method amount to $445,224,000 (2010: $220,043,000).

13 PROPERTIES UNDER DEVELOPMENT

GroupNote 2011 2010


Costs incurred and attributable profits 1,305,592 2,753,681

Allowance for foreseeable losses (55,000) (30,000)

Progress billings (45,602) (367,327)

12 1,204,990 2,356,354

Finance costs capitalised during the year 26 13,427 33,741

Other attributable costs capitalised during the year 382 325



The finance costs have been capitalised at rates ranging from 0.87% to 6.88% (2010: 0.95% to 7.30%) per

annum.


VII-45


97


14 TRADE AND OTHER RECEIVABLES

Group Company

Note 2011 2010 2011 2010

$’000 $’000 $’000 $’000

Restated*

Accrued revenue 185,091 – – –

Trade receivables 3,081 24,544 – –

Deposits 22,257 1,092 21,175 2

Prepayments 16,496 6,082 48 161

Loan to a director of an investee

company (unsecured) 15 – – – –

Loan to an investee company

(secured) 16 – – – –

Other receivables 17,020 38,691 23 1

Trade amounts due from:

– subsidiaries – – 197 197

Non-trade amounts due from

subsidiaries, net of

allowances of $30,000,000

(2010: $30,000,000):

– interest-free – – 37,789 39,249

– interest-bearing – – 243,644 245,733

243,945 70,409 302,876 285,343



As at 31 December 2011, deposits include a tender deposit for land bidded of $21,153,000 (2010: $Nil).

The effective interest rate on the interest-bearing amounts due from subsidiaries at the end of the financial

year is 4.75% (2010: 4.75%) per annum.


VII-46



14 TRADE AND OTHER RECEIVABLES (CONT’D)

Concentration of credit risk relating to trade and accrued receivables is limited due to the Group’s many varied

customers. The Group’s historical experience in the collection of trade and accrued receivables falls within

the recorded allowances. Due to these factors, management believes that no additional credit risk beyond

amounts provided for collection losses is inherent in the Group’s trade and accrued receivables.

Outstanding balances with subsidiaries are unsecured and repayable on demand. Except for the impairment

loss of $30,000,000 (2010: $30,000,000), there is no other allowance for doubtful debts arising from these

outstanding balances.

The ageing of receivables at the reporting date is:

GrossImpairment

losses GrossImpairment

losses2011 2011 2010 2010$’000 $’000 $’000 $’000

Restated* Restated*

GroupNot past due 205,192 – 63,235 –

Past due 181 – 365 days 13 13 220 220

205,205 13 63,455 220

CompanyNot past due

– subsidiaries 311,630 30,000 315,179 30,000

– others – – 1 –

311,630 30,000 315,180 30,000

The movement in the allowance for impairment in respect of receivables during the year is as follows:

Group Company2011 2010 2011 2010$’000 $’000 $’000 $’000

Restated*

At 1 January 220 248 30,000 30,000

Impairment loss recognised 12 – – –

Reversal of impairment loss (220) (28) – –

Translation difference 1 – – –

At 31 December 13 220 30,000 30,000



Based on historical default rates, the Group believes that no additional impairment allowance is necessary in

respect of receivables not past due.


VII-47


99


15 LOAN TO A DIRECTOR OF AN INVESTEE COMPANY (UNSECURED)

Group

Note 2011 2010

$’000 $’000

Loan to a director of an investee company (unsecured) – 318

Allowance for impairment loss – (318)

14 – –

16 LOAN TO AN INVESTEE COMPANY (SECURED)

Group

Note 2011 2010

$’000 $’000

Loan to an investee company (secured) – 1,240

Allowance for impairment loss – (1,240)

14 – –

17 CASH AND CASH EQUIVALENTS

Group Company2011 2010 2011 2010$’000 $’000 $’000 $’000

Cash at banks and in hand 154,059 98,641 45,690 22,350

Fixed deposits 68,273 100,385 5 30,002

Cash and cash equivalents 222,332 199,026 45,695 52,352

The weighted average effective interest rates per annum relating to cash and cash equivalents at the balance

sheet date for the Group and Company are 0.10% (2010: 0.21%) and 0.17% (2010: 0.26%) respectively.

Interest rates reprice at intervals of one, two, three or six months.

Included in cash and cash equivalents of the Group is an amount of $106,520,455 (2010: $62,907,100)

which is held under the “Project Account (Amendment) Rules 1997”, withdrawals from which are restricted to

payments for expenditures incurred on development projects.


VII-48



18 SHARE CAPITAL

Group and Company

Number of shares

2011 2010

’000 ’000

Fully paid ordinary shares, with no par value:

At 1 January 414,797 399,250

Issue of shares on the exercise of warrants – 15,547

At 31 December 414,797 414,797

In the previous year, the Company issued 15,547,174 new ordinary shares arising from the exercise of

subscription rights by warrant holders at an exercise price of $0.75 each. All warrants had expired on 10

December 2010.

As at 31 December 2011, there were 414,796,806 (2010: 414,796,806) issued shares in the capital of the

Company.

As at 31 December 2011, included in the total number of issued ordinary shares was 2,791,226 (2010:

2,571,363) shares purchased by the Company by way of market acquisition at an average price of $1.26

(2010: $1.28) per share. The shares, held as treasury shares, were included as a deduction from equity (see

Note 19).

The holders of ordinary shares (excluding treasury shares) are entitled to receive dividends as declared from

time to time and are entitled to one vote per share at meetings of the Company. All shares (excluding treasury

shares) rank equally with regard to the Company’s residual assets.

Other contingently issuable shares and performance shares are disclosed in Note 22.

Capital management

The Board’s policy is to maintain an adequate capital base so as to maintain investor, creditor and market

confidence and to sustain future development of the business.

The capital structure of the Company consists of debt, which includes borrowings, cash and cash equivalents,

and equity attributable to equity holders of the Company, comprising issued capital, reserves and accumulated

profits as disclosed in the respective notes.


VII-49


101


18 SHARE CAPITAL (CONT’D)

Capital management (cont’d)

The Board of Directors monitors the return on capital, which the Company defines as net operating income

divided by total shareholders’ equity, excluding non-controlling interest. The Board of Directors also monitors

the level of dividends to ordinary shareholders. The Company funds its operations and growth through a mix

of equity and debts. This includes the maintenance of adequate lines of credit and assessing the need to raise

additional equity where required.

From time to time, the Company may purchase its own shares under its approved Share Buy Back Mandate

if and when circumstances permit, as part of the Company’s management of share capital structure, dividend

payout and cash reserves. The shares purchased may be held as treasury shares, which could be transferred

for the purposes of or pursuant to the Company’s employees’ share schemes.

The Company and its subsidiaries are not subject to externally imposed capital requirements. There were no

changes in the Company’s approach to capital management during the year.

19 RESERVES

Group Company

2011 2010 2011 2010

$’000 $’000 $’000 $’000

Reserve for own shares (5,704) (4,511) (3,513) (3,289)

Capital reserve (1,000) (604) (1,000) (604)

Currency translation reserve 72,241 70,098 − −

Equity compensation reserve 6,783 4,087 6,127 3,820

Fair value reserve (1,206) (291) − −

Retained earnings 344,656 233,036 173,359 35,757

415,770 301,815 174,973 35,684

Reserve for own shares

Reserve for own shares comprises the cost of the Company’s shares purchased under the Share Buy Back

Mandate and held by the Group.

Capital reserve

The capital reserve comprises proceeds from the issue of warrants, net of direct share issuance expenses,

gain/loss on disposal or re-issue of the treasury shares and capital contribution to subsidiaries arising from

the discounting of interest-free inter-company loans.


VII-50



19 RESERVES (CONT’D)

Currency translation reserve

The currency translation reserve comprises foreign exchange differences arising from the translation of the

financial statements of foreign subsidiaries and associate whose functional currencies are different from the

functional currency of the Company.

Equity compensation reserve

Equity compensation reserve comprises the value of employee services received from equity-settled share-

based long term incentive bonus, performance share scheme and AVJ Deferred Employee Share Plan.

Fair value reserve

The fair value reserve includes the cumulative net change in the fair value of available-for-sale investment held

until the investment is derecognised.

20 LOANS AND BORROWINGS

Group Company2011 2010 2011 2010$’000 $’000 $’000 $’000


Secured bank loans 1,587,991 842,603 45,000 –

Finance lease liabilities 391 93 391 93

1,588,382 842,696 45,391 93

Current liabilities

Secured bank loans 32,749 831,475 – 50,000


32,881 831,719 132 50,043

Total borrowings 1,621,263 1,674,415 45,523 50,136

The secured bank loans are secured on the shares of certain subsidiaries, certain property, plant and

equipment (see Note 3), investment properties (see Note 4) and certain inventories (see Note 12).

In addition to the above, the Group’s secured bank borrowings are secured by legal assignments of the rights,

titles and interest in the construction contracts, insurance, performance bonds, assignment of sales and rental

proceeds, deed of subordination of shareholder’s loans, fixed and floating charge over all assets of certain

subsidiaries, shareholders’ undertaking and deed of debenture over all assets of certain subsidiaries.

The Company’s secured bank loans are secured by pledge of shares in a subsidiary, investment property

owned by the Group, assignment of sales and rental proceeds, all rights, titles and interest and fixed and

floating charge over all assets of the subsidiary.


VII-51


103


20 LOANS AND BORROWINGS (CONT’D)

Finance lease liabilities

At 31 December 2011, the Group and the Company had obligations under finance leases that are repayable

as follows:

2011 2010Principal Interest Payments Principal Interest Payments

$’000 $’000 $’000 $’000 $’000 $’000

GroupPayable:

Within 1 year 132 10 142 244 15 259

After 1 year but

within 5 years 391 31 422 93 6 99

523 41 564 337 21 358

CompanyPayable:

Within 1 year 132 10 142 43 4 47

After 1 year but

within 5 years 391 31 422 93 5 98

523 41 564 136 9 145

Terms and debt repayment schedule

Terms and conditions of outstanding loans and borrowings are as follows:

Effective interest

rateYear ofmaturity

2011 2010

Facevalue

Carryingamount

Facevalue

Carryingamount

% $’000 $’000 $’000 $’000

GroupSecured bank loans

– floating rate 1.28 2012 – 2016 1,620,740 1,620,740 1,674,078 1,674,078

Finance lease liabilities 3.07 2015 – 2016 523 523 337 337

1,621,263 1,621,263 1,674,415 1,674,415

CompanySecured bank loans

– floating rate 1.35 2016 45,000 45,000 50,000 50,000

Finance lease liabilities 3.07 2015 – 2016 523 523 136 136

45,523 45,523 50,136 50,136


VII-52



20 LOANS AND BORROWINGS (CONT’D)

Terms and debt repayment schedule (cont’d)

The following are the contractual maturities of financial liabilities, including interest payments and excluding

the impact of netting agreements:

Cash flows

Carrying amount

Contractual cash flows

Within 1 year

Within 2 to 5 years

$’000 $’000 $’000 $’000

Group2011Floating rate bank loans 1,620,740 1,682,086 62,668 1,619,418


Non-current liabilities^ 85,756 85,756 – 85,756

Trade and other payables* 150,883 150,883 150,883 –

Non-derivative financial liabilities 1,857,902 1,919,289 213,693 1,705,596

Derivative financial instruments 308 26 26 –

1,858,210 1,919,315 213,719 1,705,596

2010Floating rate bank loans 1,674,078 1,712,776 1,048,111 664,665


Non-current liabilities^ 23,175 23,175 – 23,175


Non-derivative financial liabilities 1,964,768 2,003,487 1,315,548 687,939

Derivative financial instruments – – – –

1,964,768 2,003,487 1,315,548 687,939

Company2011Floating rate bank loans 45,000 48,747 833 47,914



53,189 56,977 8,641 48,336

2010Floating rate bank loans 50,000 50,635 50,635 –



179,483 180,127 180,029 98

* Excludes rental deposits and derivative financial instruments (shown separately).

^ Excludes share-based payments and employee benefits.


VII-53


105


21 OTHER NON-CURRENT LIABILITIES

Group Company

Note 2011 2010 2011 2010

$’000 $’000 $’000 $’000

Share-based payments 22 7,809 9,896 1,562 1,979

Non-current retention sum payable 7,760 16,274 – –

Land creditors (secured) 17,854 – – –

Land creditors (unsecured) 60,142 6,901 – –

Employee benefits 945 928 – –

94,510 33,999 1,562 1,979

Titles for the unsecured land creditors only transfer to the Group on full payment of the amount outstanding or

upon provision of some other security. The carrying value of the amounts due to land creditors approximate

their fair value.

22 SHARE-BASED PAYMENTS

Long term incentive bonus

The long term incentive bonus is awarded to key management personnel under the Long Term Incentive

Scheme of the Group. The LTI Scheme was established to provide incentives to key management personnel

to remain in the service of the Group and to align their long term interests with those of shareholders. The LTI

Scheme is administered by the following members of the Company’s Remuneration Committee, Mrs Elizabeth

Sam (Acting Chairman), Mr Goh Yong Hong and Mr Simon Cheong Sae Peng.

Under the LTI Scheme, participating executives shall be eligible for a bonus based upon the achievement of

pre-determined target, total returns to shareholders (“TRS”) over a three-year measurement period and the

achievement of service condition. The LTI bonus will be paid in 3 equal annual instalments following the end

of the respective measurement period, provided the threshold targets are achieved.

The fair value of the long term incentive bonus at grant date is determined using the Binomial Model formula.

The assumptions are set out below:

Year of award 2011 2010

Measurement period 3 years 3 years

Weighted average share price/fair value at date of grant $1.654 $1.711

Expected volatility 53.77% 53.42%

Expected dividend yield 0.91% 1.17%

Risk-free interest 0.74% 0.78%


VII-54



22 SHARE-BASED PAYMENTS (CONT’D)

Long term incentive bonus (cont’d)

The cash-settled long term incentive bonus is payable by cash. In respect of the equity-settled arrangement,

the Company has the option of settling the bonus payable by way of cash or delivering shares in the Company

in accordance with the Performance Share Scheme 2003 approved by the shareholders on 29 May 2003. If

the Company elects to settle the bonus by delivery of shares, the number of shares to be delivered will be

based on the market price of shares as at the end of the performance measurement period.

Long term incentive bonus expense recognised:

Group Company2011 2010 2011 2010

$’000 $’000 $’000 $’000

Effect of changes in the fair value

of cash-settled long term

incentive bonus (2,056) 3,115 (411) 623

Total carrying amount of liabilities

for cash-settled arrangement 7,809 9,896 1,562 1,979

Expense arising from

equity-settled long term

incentive bonus 2,642 1,507 276 301

Contingent award of shares:

Outstanding as at

1.1.2011 Granted Adjustment Vested

Outstanding as at

31.12.2011No of shares

’000No of shares

’000No of shares

’000No of shares

’000No of shares

’000

Long Term Incentive Bonus

for the period:

– from 1.1.2009 to

31.12.2011 2,276 – (471) (1,805) –

– from 1.1.2010 to

31.12.2012 959 – (567) – 392

– from 1.1.2011 to

31.12.2013 – 1,825 – – 1,825

Total 3,235 1,825 (1,038) (1,805) 2,217

* The final number of shares released will depend on the achievement of pre-determined targets over a three-year

performance period. No shares will be delivered if the minimum performance targets are not met.


VII-55


107



Performance share plan

The Performance Share Scheme 2003 was approved by the shareholders on 29 May 2003. The number of

shares outstanding under the Performance Share Plan at the end of the year is summarised below:


At 1 January 150,000 182,000

Shares awarded during the year 88,000 33,000

Shares vested during the year (79,000) (32,500)

Shares forfeited during the year (79,000) (32,500)

At 31 December 80,000 150,000

The final number of shares released will depend on the achievement of pre-determined targets over a three-

year performance period. No shares will be released if the threshold targets are not met at the end of the

performance period.

The fair value of the shares at grant date is determined using the Binomial Model formula. The assumptions

are set out below:


Measurement period 3 years 3 years

Weighted average share price/fair value at date of grant $1.654 $1.711

Expected volatility 53.77% 53.42%

Expected dividend yield 0.91% 1.17%

Risk-free interest 0.74% 0.78%

Group Company

2011 2010 2011 2010

$’000 $’000 $’000 $’000

Expense arising from

equity-settled

performance share

awards granted 36 46 11 4


VII-56




AVJ Deferred Employee Share Plan

The AVJ Deferred Employee Share Plan (the “Plan”) was formed to administer the employee share scheme.

The Plan operates schemes under which shares may be acquired by the Plan Trustee on behalf of employees

for no cash consideration subject to certain vesting conditions being satisfied. Shares acquired under the

Plan for employees are acquired on-market. Employees may elect not to participate in the scheme. Shares

held by the Plan’s trust and not yet allocated to employees at the end of the reporting period are shown as

treasury shares in the financial statements.

Share-based compensation benefits are provided to the executives via the AVJ Deferred Employee Share

Plan.

Vesting subject to service condition only

The Chief Executive Officer of AVJ was granted 1,000,000 shares on 7 March 2009 which vest in equal

proportions on the first, second and third anniversary of his appointment. The vesting dates are 19 February

2010, 19 February 2011 and 19 February 2012. The market value of the shares at the grant date is taken to

be the fair value. The service condition is the continuity of employment over the 3 years. The unvested shares

are held by the AVJ Deferred Employee Share Plan Trust.

Vesting subject to both service and performance conditions

A total of 1,695,735 shares were granted on 5 September 2011 to certain executives. These shares are subject

to both service and performance conditions and will vest to the extent these conditions are satisfied.

The service vesting condition is that the employee must still be employed by AVJennings at 30 September

2014 for the shares to vest, except in the event of death or permanent disablement in which case the shares

will vest to the estate. In the event that the employee is retrenched, the shares may vest subject to certain

conditions.

The performance vesting conditions include the achievement of an Earnings per Share (EPS) hurdle and a

Total Shareholder Return (TSR) hurdle. The fair value of the EPS element of the shares is the market value at

grant date. The Monte Carlo Model is used to fair value the TSR element. The model simulates AVJennings

TSR and compares it against the ASX Small Industrials Retail Index. The model takes into account historic

dividends, share price volatilities and the risk-free yield on an Australian Government Bond at the grant date

matching the remaining effective life of 3 years.

Total expenses arising from share-based payment transactions were recognised by AVJennings Properties

Limited, a wholly-owned subsidiary of AVJennings Limited. The amount recognised as part of share-based

expenses is shown in the table below:

Group2011 2010$’000 $’000

Expense arising from equity-settled AVJ

Deferred Employee Share Plan 385 192


VII-57


109


23 TRADE AND OTHER PAYABLES

Group Company

2011 2010 2011 2010

$’000 $’000 $’000 $’000

Restated*

Trade payables and accrued

operating expenses 95,347 181,620 1,442 5,111

Rental deposits 904 701 – –

Derivative financial instruments 308 – – –

Amounts due to non-controlling

shareholders

– non-trade, interest-free 17,115 22,941 – –

– trade 252 445 – –

Amount due to subsidiaries, trade – – 256 –

Non-trade amounts due

to subsidiaries

– interest-free – – 5,944 3,811

– interest-bearing – – – 119,915

Other payables 4,371 46,088 24 510

Land creditors (secured) 6,951 – – –

Land creditors (unsecured) 26,847 16,084 – –

152,095 267,879 7,666 129,347



The non-trade amounts due to non-controlling shareholders and subsidiaries are unsecured and repayable on

demand. In the previous year, the effective interest rate on the interest-bearing amounts due to subsidiaries

was 1.53% per annum.

Titles for the unsecured land creditors only transfer to the Group on full payment of the amount outstanding

or upon provision of some other security.

The Group and the Company’s exposures to currency and liquidity risk related to trade and other payables

are disclosed in Notes 20 and 35 respectively.


VII-58



24 RECEIPTS IN ADVANCE

Receipts in advance represent sale proceeds received from buyers in connection with pre-sale of

properties.

25 REVENUE

Group

2011 2010

$’000 $’000

Restated*

Sale of properties 760,444 737,153

Rental income 2,866 2,351

Project management and marketing fees 5,769 3,673

769,079 743,177



Included in the sale of properties during the year was an amount of $465,227,000 (2010: $315,367,000)

recognised using the percentage of completion method.

26 FINANCE COSTS

GroupNote 2011 2010


Interest expense:

– financial liabilities measured at amortised cost 25,440 39,991

– transaction costs on borrowings 2,259 –

– others 6,155 3,122

Ancillary borrowing costs 479 (744)

34,333 42,369

Finance costs capitalised in properties

under development 13 (13,427) (33,741)

20,906 8,628




VII-59


111


27 INCOME TAX EXPENSE

Group

2011 2010

$’000 $’000

Restated*

Current tax expense

Current year 36,774 11,219

(Over)/under provided in prior years (1,314) 279

35,460 11,498

Deferred tax expense

Movements in temporary differences (1,479) 19,476

Under provided in prior years 973 1,564

(506) 21,040

Total income tax expense 34,954 32,538

Group

2011 2010

$’000 $’000

Restated*

Reconciliation of effective tax rate

Profit before income tax 171,651 140,982

Income tax using Singapore tax rate of 17% 29,181 23,967

Effect of different tax rates in other countries 1,327 378

Income not subject to tax (2,314) (5,281)

Expenses not deductible for tax purposes 7,412 9,144

Tax benefits not recognised – 1,735

Utilisation of previously unrecognised tax losses (177) 889

Tax exempt revenue (134) (137)

(Over)/under provided in prior years (341) 1,843

34,954 32,538




VII-60



28 PROFIT FOR THE YEAR

(a) The following items have been included in arriving at profit for the year:

Group

Note 2011 2010

$’000 $’000

Allowance for foreseeable losses 25,000 –

Audit fees paid and payable to:

– Auditors of the Company 312 283

– Other auditors 190 596

Non-audit fees paid and payable to:

– Auditors of the Company – –

– Other auditors 22 21

Exchange gain, net (74) (2,050)

Depreciation of property, plant and equipment 3 1,871 2,141

Directors’ fee for directors of the Company 189 226

Interest income (1,260) (1,274)

Loss on disposal of other financial assets – 138

Loss/(gain) on disposal of property,

plant and equipment 69 (65)

Staff costs 28(b) 32,031 51,496

Share-based payment transactions,

included in staff costs 1,007 4,860

Contributions to defined contribution plans,

included in staff costs 28(c) 335 116

Government grant – Jobs Credit Scheme,

offset against staff costs – (34)

Operating expenses arising from rental of

investment properties 567 (1,605)

Operating lease expense 1,290 2,713

(b) Staff costs: 36,750 66,878

– capitalised into development properties (4,719) (15,382)

Charged to profit or loss 32,031 51,496

(c) Contributions to defined contribution plans: 491 328

– capitalised into development properties (156) (212)

Charged to profit or loss 335 116


VII-61


113


29 EARNINGS PER SHARE

Group

2011 2010

$’000 $’000

Restated*

Basic earnings per share is based on:

Net profit attributable to ordinary shareholders 132,248 92,880



2011 2010

Number of

shares

Number of

shares

Weighted average number of ordinary shares ’000 ’000

Issued ordinary shares at beginning of the year 412,225 397,371

Effect of warrants exercised – 2,352

Effect of treasury shares transferred pursuant to

SC Global Performance Share Scheme 2003 474 437

Effect of own shares held (384) (358)

Effect of long term incentive shares vested 553 1,138

Weighted average number of ordinary shares during the year 412,868 400,940

2011 2010

$’000 $’000

Restated*

Diluted earnings per share is based on:

Net profit attributable to ordinary shareholders 132,248 92,880



For the purpose of calculating the diluted earnings per ordinary share, the weighted average number of

ordinary shares in issue is adjusted to take into account the dilutive effect arising from the dilutive warrants

and contingently issuable shares, with the potential ordinary shares weighted for the period outstanding.


VII-62



29 EARNINGS PER SHARE (CONT’D)

The effect of the exercise of warrants and issue of contingently issuable shares on the weighted average

number of ordinary shares in issue is as follows:

2011 2010

Number of

shares

Number of

shares

Weighted average number of ordinary shares (diluted) ’000 ’000

Weighted average number of ordinary shares (basic) 412,868 400,940

Potential ordinary shares issuable under:

– warrants – 7,565

– contingently issuable shares 5,553 3,255

Weighted average number of ordinary shares (diluted)

during the year 418,421 411,760

30 DIVIDENDS

Dividends declared and paid during the year are as follows:

Group and Company

2011 2010

$’000 $’000

Final dividend paid of 2 cents per share and a special

dividend of 3 cents per share in respect of the

year ended 31 December 2010 20,628 –

Final dividend paid of 1.5 cents per share in respect of

the year ended 31 December 2009 – 5,986

After the balance sheet date, the directors of the Company proposed a tax-exempt dividend of 2.0 cents

per share, totalling $8,240,000 based on issued shares as at 31 December 2011. The dividends have not

been provided for and are subject to shareholders’ approval at the forthcoming Annual General Meeting of

the Group.


VII-63


115


31 COMMITMENTS

Group

2011 2010

$’000 $’000

Capital commitment:

Development expenditure contracted but not provided for 191,024 51,494

At 31 December 2011, the Group has commitments for future minimum lease payments under non-cancellable

operating leases as follows:

Group

2011 2010

$’000 $’000

Operating lease commitment:

Within 1 year 1,826 1,844

After 1 year but within 5 years 4,111 2,681

5,937 4,525

Non-cancellable operating lease rental income on certain property held for sale are receivable as follows:

Group

2011 2010

$’000 $’000

Within 1 year 2,463 2,430

After 1 year but within 5 years 1,973 1,423

4,436 3,853

32 CONTINGENT LIABILITIES

Performance guarantees

The Group’s subsidiary, AVJennings Limited, has contingent liabilities in respect of certain performance

guarantees, granted by controlled entities to unrelated parties in the normal course of business at 31 December

2011, amounting to $23,188,000 (2010: $26,032,000). No liability is expected to arise.

Financial guarantees

The Group’s subsidiary, AVJennings Limited, has financial guarantees granted by AVJennings Limited’s bankers

to unrelated parties in the normal course of business at 31 December 2011, amounting to $20,849,000 (2010:

$1,138,000). No liability is expected to arise.


VII-64



33 RELATED PARTIES

For the purposes of these financial statements, parties are considered to be related to the Group if the Group

has the ability, directly or indirectly, to control the party or exercise significant influence over the party in making

financial and operating decisions, or vice versa, or where the Group and the party are subject to common

control or common significant influence. Related parties may be individuals or other entities.

Key management personnel compensation

Key management personnel compensation comprised:

Group

2011 2010

$’000 $’000

Short-term employee benefits

(including short-term incentive bonus) 8,353 21,019

Long-term incentive bonus 797 4,781

9,150 25,800

Capitalised into development properties (3,387) (14,113)

Charged to profit or loss 5,763 11,687

Contributions to defined contribution plans

included in short-term employee benefits 46 29

During the financial year, certain key management personnel of the Group are entitled to Short Term Incentive

Bonus (“STIB”). STIB is payable annually based on the level of return on equity achieved by the Group in each

financial year.

Key management personnel transactions

Key management personnel, or their related parties, hold positions in other entities that result in them having

control over the financial or operating policies of these entities.

A number of these entities transacted with the Group during the year. The terms and conditions of the

transactions with key management personnel and their related parties were no more favourable than

those available, or which might reasonably be expected to be available, on similar transactions to non-key

management personnel related entities on an arm’s length basis.


VII-65


117


33 RELATED PARTIES (CONT’D)

Key management personnel transactions (cont’d)

The aggregate value of transactions and outstanding balances related to key management personnel (or close

member of the family of the key management personnel) and entities over which they have control over were

as follows:

Transaction value

for the year ended

31 December

Balance

outstanding as at

31 December

Note 2011 2010 2011 2010

$’000 $’000 $’000 $’000

Director Transaction

Simon Cheong

Sae Peng Marketing services (i) 99 – – –

Project management

services (i) – 64 – –

Close member

Ting Li Feng Consultancy services (ii) 150 150 – –

(i) The Group entered into a contract with SC Peirce group of companies (“SC Peirce”), companies controlled by Mr.

Simon Cheong Sae Peng, to provide marketing and project management services of properties of SC Peirce. The

contract terms are based on market rates for such services and due and payable under normal payment terms. On

28 April 2010, the Group had terminated its project management services to SC Peirce.

(ii) The Group had also appointed M.Y. Lifestyle Pte Ltd, a company that is controlled by Mdm. Ting Li Feng (spouse of

Mr. Simon Cheong Sae Peng), to provide interior design consultancy services for the Group’s development projects.

The contract terms are based on market rates for such services and due and payable under normal payment terms.

Subsequent to 31 December 2011, the Group had agreed to an additional fee of $66,000 for the additional work

incurred during the year.

34 ACQUISITION OF SUBSIDIARY

On 30 September 2011, AVJennings Limited, a subsidiary, acquired the remaining 49.99% interest in

Creekwood Developments Pty Ltd from the joint venture partner, increasing its ownership from 50.01% to

100%. Creekwood Developments Pty Ltd is a property development company, which conducts residential

property development in Caloundra, Australia.

From the date of the acquisition to 31 December 2011, the revenue and net profit after tax contributed by

the subsidiary were not significant. If the acquisition had occurred on 1 January 2011, the effect on the

Group’s consolidated revenue and consolidated profit for the year ended 31 December 2011 would not be

significant.


VII-66



34 ACQUISITION OF SUBSIDIARY (CONT’D)

The cash flows and net assets and liabilities of the subsidiary acquired are provided below:

Group

Note 2011

$’000

Properties under development 53,087

Other current assets 97

Current liabilities (21,390)

Deferred tax liabilities 11 (2,698)

Net identifiable assets assumed 29,096

Total consideration/cash outflow on acquisition of subsidiary 29,096

35 FINANCIAL RISK MANAGEMENT

Overview

Risk management is integral to the whole business of the Group. The management continually monitors the

Group’s risk management process to ensure that an appropriate balance between risk and control is achieved.

Risk management policies and systems are reviewed regularly to reflect changes in market conditions and

the Group’s activities.

The Audit Committee oversees how management monitors compliance with the Group’s risk management

policies and procedures and reviews the adequacy of the risk management framework in relation to the risks

faced by the Group. The Audit Committee is assisted in its oversight role by Internal Audit. Internal Audit

undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which

are reported to the Audit Committee.

Credit risk

Credit risk is the potential risk of financial loss resulting from the failure of customers or other parties to settle

their financial and contractual obligations to the Group as and when they fall due. Cash and fixed deposits

are placed with regulated financial institutions.

The Group establishes an allowance for impairment loss that represents its estimate of incurred losses in

respect of trade and other receivables. The main components of this allowance are a specific loss component

that relates to individually significant exposures.

The allowance account in respect of trade and other receivables is used, where applicable, to record

impairment losses unless the Group is satisfied that no recovery of the amount owing is possible. At that point,

the financial asset is considered irrecoverable and the amount charged to the allowance account is written off

against the carrying amount of the impaired financial asset.


VII-67


119


35 FINANCIAL RISK MANAGEMENT (CONT’D)

Credit risk (cont’d)

Management regularly monitors credit risk exposure to customers. At balance sheet date, there is no significant

concentration of credit risk. The maximum exposure to credit risk is represented by the carrying amount of

each financial asset in the balance sheet.

Financial guarantees

The principal risk to which the Company is exposed in respect of financial guarantee contracts is credit risk

in connection with the guarantee contracts it has issued. The credit risk represents the loss that would be

recognised upon a default by the parties to which the guarantees were given on behalf of. To mitigate these

risks, management continually monitors the risks and has established processes including performing credit

evaluations of the parties it is providing the guarantee on behalf of. Guarantees are only given to its subsidiaries

or related parties.

There are no terms and conditions attached to the guarantee contracts that would have a material effect on

the amount, timing and uncertainty of the Company’s future cash flows.

The intra-group financial guarantees are eliminated in preparing the consolidated financial statements. Estimates

of the Company’s obligations arising from financial guarantee contracts may be affected by future events,

which cannot be predicted with any certainty. The assumptions may well vary from actual experience so that

the actual liability may vary considerably from the best estimates.

Intra-group financial guarantees comprise guarantees issued to banks as securities by the Company in respect

of banking facilities extended to certain subsidiaries amounting to $13,747,500 (2010: $23,042,800), of which

the amount utilised was $13,747,500 (2010: $17,067,250). These guarantees will expire between one and

five years.

Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The

Group’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity

to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable

losses or risking damage to the Group’s reputation.

The Group monitors its liquidity risk and maintains a level of cash and cash equivalents deemed adequate by

management to finance the Group’s operations and to mitigate the effects of fluctuations in cash flows. In

addition, the Group maintains available lines of credit that can be drawn down to meet short-term financing

needs.


VII-68




Liquidity risk (cont’d)

The Group monitors its liquidity risk and maintains a level of cash and cash equivalents deemed adequate by

management to finance the Group’s operations and to mitigate the effects of fluctuations in cash flows. In

addition, the Group maintains available lines of credit that can be drawn down to meet short-term financing

needs.

Market risk

Market risk is the risk that changes in market prices, such as interest rates, foreign exchange rates and equity

prices will affect the Group’s income or the value of its holdings of financial instruments. The objective of

market risk management is to manage and control market risk exposures within acceptable parameters, while

optimising the return on risk.

Foreign currency risk

The Group’s investments in overseas subsidiaries and associate which are held for long-term investment

purposes, are exposed to currency translation risk. The differences arising from such translation are recorded

in the foreign currency translation reserve. These translation differences are reviewed and monitored on a

regular basis.

The Group is exposed to foreign currency risk on sales, purchases and borrowings that are denominated in

currencies other than the respective functional currency of the Group’s entities.

The Group’s exposure to foreign currencies is as follows:

31 December 2011 31 December 2010

Australian Dollar US Dollar

New Zealand Dollar

Australian Dollar US Dollar

New Zealand Dollar

$’000 $’000 $’000 $’000 $’000 $’000

GroupTrade and other

receivables – – 949 – – 3,631

Cash and cash

equivalents 12 14 3,488 12 1,559 68

Trade and other

payables – – (12,871) – – (11,922)

12 14 (8,434) 12 1,559 (8,223)


VII-69


121



Sensitivity analysis

A 10% strengthening of the following major currencies against the functional currency of each of the Group’s

entities at the reporting date would have increased (decreased) profit or loss by the amounts shown below.

This analysis assumes that all other variables, in particular interest rates, remain constant.

GroupProfit before income tax

$’000

31 December 2011Australian Dollar 1

US Dollar 1

New Zealand Dollar (843)

(841)

31 December 2010Australian Dollar 1

US Dollar 156

New Zealand Dollar (822)

(665)

Similarly, a 10% weakening would have had the equal but opposite effect on the amounts shown above, on

the basis that all other variables remain constant.

The Company is not subject to significant exposure to foreign currencies.

Interest rate risk

The Group’s exposure to interest rates relates primarily to its debt obligations and interest-earning cash and

cash equivalents, which are part of the Group’s operating capital and are kept to meet the Group’s operating

requirements.


VII-70




Interest rate risk (cont’d)

As at 31 December 2011, the interest rate profile of the interest-bearing financial instruments is as follows:

Group CompanyCarrying amount Carrying amount

2011 2010 2011 2010$’000 $’000 $’000 $’000

Fixed rate instrumentsFinancial assets 68,273 100,385 5 30,002

Financial liabilities (523) (337) (523) (136)

67,750 100,048 (518) 29,866

Variable rate instrumentsFinancial assets – – 243,644 245,733

Financial liabilities (1,620,740) (1,674,078) (45,000) (50,000)

(1,620,740) (1,674,078) 198,644 195,733

Interest rate swaps, which are denominated in Singapore dollars and Australian dollars, may be entered into

to achieve an appropriate mix of fixed and floating rate exposures within the Group’s policy.

The Group manages its interest rate exposure by actively reviewing its debt portfolio, switching to cheaper

sources of funding in a low interest rate environment and use interest rate derivatives to achieve a certain

level of protection against interest rate hikes.

At 31 December 2011, the Group has entered into Australian Dollar denominated interest rate swap contracts

with a principal value of $19,673,000 (2010: $Nil) which are exposed to fair value movements if interest rates

change.


VII-71


123




As at 31 December 2011, the principal amounts, rates and terms of the Group’s interest rate caps and interest

rate swaps are as follows:

Period covered Strike rate Fixed rate Notional amount

2011 2010

$’000 $’000

Interest rate cap Jan 2011 to Jan 2013 5.35% – 9,837 –

Interest rate cap Jan 2011 to Jan 2013 5.39% – 9,837 –

Interest rate swap Jan 2011 to Jan 2013 – 5.35% 9,837 –

Interest rate swap Jan 2011 to Jan 2013 – 5.39% 9,837 –

Sensitivity analysis

For the variable rate financial assets and liabilities, a change of 100 bp in interest rate at the reporting date

would have increased (decreased) borrowing costs and profit before income tax by the amounts shown below.

This analysis assumes that all other variables, in particular foreign currency rates, remain constant.

Borrowing costs* Profit before income tax100 bp 100 bp 100 bp 100 bp

increase decrease increase decrease

Group

31 December 2011

Floating rate instruments ^ 4,179 (4,179) (12,028) 12,028

Interest rate swap – – (3) 3

4,179 (4,179) (12,031) 12,031

31 December 2010

Floating rate instruments ^ 15,436 (15,436) (1,304) 1,304

^ Floating rate instruments exclude derivative financial instruments.

* Borrowing cost has been capitalised in the development property. The capitalised borrowing cost will be expensed

when the cost of development is charged to consolidated income statement upon recognition of revenue.


VII-72





Sensitivity analysis (cont’d)

Profit before income tax

100 bp 100 bp

increase decrease

$’000 $’000

Company

31 December 2011

Floating rate instruments 1,986 (1,986)

31 December 2010

Floating rate instruments 1,957 (1,957)

Sensitivity analysis – equity price risk

At balance sheet date, the Group held a quoted available-for-sale equity investment. A 10% (decrease) increase

in the underlying equity price at the reporting date would have (decreased) increased other comprehensive

income by the following amount:

Group

2011 2010

$’000 $’000

Other comprehensive income 96 187

This analysis assumes that all other variables remain constant.

Estimation of fair values

Investments in equity securities

The fair value of available-for-sale financial assets is determined by reference to their quoted bid prices at

the reporting date.

Floating interest-bearing loans

No fair value is calculated for floating interest-bearing loans as the Group believes that the carrying amounts

which are all repriced within six months from the balance sheet date reflect the corresponding fair values.


VII-73


125



Estimation of fair values (cont’d)

Other non-current liabilities

Fair value is estimated as the present value of future cash flows discounted at current interest rates for similar

instruments at the balance sheet date.

Other financial assets and liabilities

The carrying amounts of financial assets and liabilities with a maturity of less than one year (including trade and

other receivables, cash and cash equivalents, financial liabilities and trade and other payables) are assumed

to approximate their fair values because of the short period to maturity or the loans are carried at floating

rates.

Fair value hierarchy

The table below analyses financial instruments carried at fair value, by valuation method. The different levels

have been defined as follows:

• Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.

• Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or

liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices).

• Level 3: inputs for the asset or liability that are not based on observable market data (unobservable

inputs).

Level 1 Level 2 Level 3 Total

$’000 $’000 $’000 $’000

Group

31 December 2011

Other financial assets 956 – – 956

Derivative financial liabilities – (308) – (308)

956 (308) – 648

31 December 2010

Other financial assets 1,871 – – 1,871


VII-74




Financial instruments by category and fair value

Loans and

receivables

Available-for-sale financial assets

Financial liabilities

at fair value

through profit or

loss

Other financial liabilities Total Fair value

$’000 $’000 $’000 $’000 $’000 $’000Group31 December 2011Other financial assets – 956 – – 956 956

Trade and other receivables * 227,449 – – – 227,449 227,449

Cash and cash equivalents 222,332 – – – 222,332 222,332

Loan and borrowings – – – (1,621,263) (1,621,263) (1,621,263)

Non-current liabilities # – – – (85,756) (85,756) (85,756)

Trade and other payables ^ – – – (150,883) (150,883) (150,883)

Derivative financial instruments – – (308) – (308) (308)

449,781 956 (308) (1,857,902) (1,407,473) (1,407,473)

31 December 2010 (Restated)Other financial assets – 1,871 – – 1,871 1,871

Derivative financial instruments – – – – – –

Trade and other receivables * 64,327 – – – 64,327 64,327


Loan and borrowings – – – (1,674,415) (1,674,415) (1,674,415)

Non-current liabilities # – – – (23,175) (23,175) (23,175)


263,353 1,871 – (1,964,768) (1,699,544) (1,699,544)

Company31 December 2011Trade and other receivables * 302,828 – – – 302,828 302,828


Loan and borrowings – – – (45,523) (45,523) (45,523)


348,523 – – (53,189) 295,334 295,334

31 December 2010Trade and other receivables * 285,182 – – – 285,182 285,182


Loan and borrowings – – – (50,136) (50,136) (50,136)


337,534 – – (179,483) 158,051 158,051

* Excludes prepayments.

^ Excludes rental deposits and derivative financial instruments (shown separately).

# Excludes share-based payments and employee benefits.


VII-75


127


36 OPERATING SEGMENTS

The Group has four reportable segments, as described below, which are the Group’s strategic business units.

The strategic business units offer different products and services, and are managed separately because they

require different technology and marketing strategies. For each of the strategic business units, the Group’s

CEO (the chief operating decision maker) reviews internal management reports on at least a quarterly basis.

The following summary describes the operations in each of the Group’s reportable segments:

Property development: The development, construction and trading of properties.

Property investment: The holding of properties for rental income and capital appreciation.

Investment holding: Investing activities in quoted and unquoted securities.

AVJennings Limited: Operations of the Group’s subsidiaries in Australia.

Information regarding the results of each reportable segment is included below. Performance is measured

based on segment profit before income tax, as included in the internal management reports that are reviewed

by the Group’s CEO. Segment profit is used to measure performance as management believes that such

information is the most relevant in evaluating the results of certain segments relative to other entities that

operate within these industries. Inter-segment pricing is determined on an arm’s length basis.

Reportable Segments

Property

development

Property

investment

Investment

holding AVJennings Total

$’000 $’000 $’000 $’000 $’000

2011

Total external revenue 506,078 2,476 1,100 259,326 768,980

Inter-segment revenue – 997 5,676 – 6,673

Interest revenue 624 – 30 606 1,260

Interest expense 17,307 420 2,327 852 20,906

Other material non-cash items:

– Depreciation 77 2 1,387 405 1,871

Share of profits of equity

method investees – – – 7,885 7,885

Reportable segment profit

before income tax 173,878 1,963 919 9,487 186,247

Reportable segment assets 2,035,302 73,460 2,534 658,842 2,770,138

Investments in associate

and joint ventures – – – 39,244 39,244

Capital expenditure 207 1 6 1,010 1,224

Reportable segment liabilities 1,573,343 22,324 40,463 274,590 1,910,720


VII-76



36 OPERATING SEGMENTS (CONT’D)

Reportable Segments (cont’d)

Property

development

Property

investment

Investment

holding AVJennings Total

$’000 $’000 $’000 $’000 $’000

2010 (Restated)

Total external revenue 320,721 2,352 88 419,952 743,113

Inter-segment revenue – 997 3,938 – 4,935

Interest revenue 215 – 59 1,000 1,274

Interest expense 3,325 386 3,781 1,136 8,628

Other material non-cash items:

– Depreciation 44 2 812 1,283 2,141

Share of profits of equity

method investees – – – 1,525 1,525

Reportable segment profit/(loss)

before income tax 129,461 3,284 (2,730) 29,347 159,362

Reportable segment assets 2,056,293 71,399 4,317 566,164 2,698,173

Investments in associate and

joint ventures – – – 49,543 49,543

Capital expenditure 51 – – 804 855

Reportable segment liabilities 1,706,851 22,251 40,805 189,058 1,958,965


VII-77


129




Reconciliations of reportable segment revenues, profit or loss, assets and liabilities and other material

items

2011 2010

$’000 $’000

Restated*

Revenue

Total external revenue for reportable segments 768,980 743,113

Unallocated amounts 99 64

Consolidated revenue 769,079 743,177

Profit or loss

Total external profit before income tax for reportable segments 186,247 159,362

Unallocated amounts:

– Corporate expenses (14,596) (18,380)

Consolidated profit before income tax 171,651 140,982

Assets

Total assets for reportable segments 2,770,138 2,698,173

Investments in associate and joint ventures 39,244 49,543

Deferred tax assets – 386

Other unallocated amounts 78,634 69,747

Consolidated total assets 2,888,016 2,817,849

Liabilities

Total liabilities for reportable segments 1,910,720 1,958,965

Current tax payable 35,908 10,664

Deferred tax liabilities 60,354 58,459

Other unallocated amounts 59,400 83,336

Consolidated total liabilities 2,066,382 2,111,424




VII-78





Reportable

segment totals

Unallocated

amounts

Consolidated

totals

$’000 $’000 $’000

Other material items 2011

Capital expenditure 1,224 1,728 2,952

Depreciation 1,871 – 1,871

Other material items 2010

Capital expenditure 855 4,604 5,459

Depreciation 2,141 – 2,141

Geographical Segments

In presenting information on the basis of geographical segments, segment revenue is based on the geographical

location of the business. Segment assets are based on the geographical location of the assets.

Geographical information

Singapore Australia China Total

$’000 $’000 $’000 $’000

31 December 2011

Revenue 469,292 259,326 40,461 769,079

Non-current assets* 91,611 44,248 84 135,943

31 December 2010 (Restated)

Revenue 317,872 419,952 5,353 743,177

Non-current assets* 91,103 54,401 118 145,622

* Excludes deferred tax assets and financial instruments.

The Group has a large and diversified customer base which consists of individuals and corporations. There

was no single customer that contributed to 10% or more of the Group’s revenue.


VII-79

The information set out in this Appendix VIII is a reproduction of selected fi nancial information extracted from the unaudited 2012 third quarter fi nancial statement announcement, and was not specifi cally prepared for inclusion in this Circular.

APPENDIX VIII – UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS OF THE GROUP FOR 3Q2012

VIII-1

Company Registration : 197702459K

SC GLOBAL DEVELOPMENTS LTD UNAUDITED 2012 THIRD QUARTER FINANCIAL STATEMENT ANNOUNCEMENT 1(a)(i) Income Statement Group

3 months ended 30 Sep 9 months ended 30 Sep

2012 2011 Change 2012 2011 Change

$'000 $'000 % $'000 $'000 %

Revenue 237,745 197,403 20 410,584 680,425 (40)

Cost of sales (161,790) (135,155) 20 (291,303) (411,745) (29)

Gross profit 75,955 62,248 22 119,281 268,680 (56)

Other income 873 1,141 (23) 2,305 5,859 (61)

Administrative expenses (11,243) (11,467) (2) (34,301) (35,196) (3)

Other operating expenses (18,600) (9,446) 97 (106,866) (32,849) 225

Results from operating activities 46,985 42,476 11 (19,581) 206,494 NM

Finance costs (4,406) (4,832) (9) (13,157) (16,452) (20)

Share of profits of associates and joint ventures (net of tax) 426 836 (49) 890 1,696 (48)

Profit/(loss) before income tax 43,005 38,480 12 (31,848) 191,738 NM

Income tax expenses (6,443) (1,881) 243 15,224 (36,014) NM

Profit/(loss) for the period 36,562 36,599 (0) (16,624) 155,724 NM

Attributable to:

Equity holders of the company 34,575 31,753 9 2,875 150,852 (98)

Non-controlling interests 1,987 4,846 (59) (19,499) 4,872 NM

Profit/(loss) for the period 36,562 36,599 (0) (16,624) 155,724 NM


VIII-2

SC GLOBAL DEVELOPMENTS LTD UNAUDITED 2012 THIRD QUARTER FINANCIAL STATEMENT ANNOUNCEMENT

Page 2 of 13

1(a)(ii) Additional Information to Income Statement Group


2012 2011 Change 2012 2011 Change

$'000 $'000 % $'000 $'000 %

Other income

Interest income 698 323 116 2,191 990 121

Others 175 818 (79) 114 4,869 (98)

873 1,141 (23) 2,305 5,859 (61)

Other operating expenses

Depreciation of property, plant and equipment 514 675 (24) 1,507 1,582 (5)

Loss/(gain) on disposal of property, plant and equipment - 3 (100) 1 (117) NM

Allowance for impairment of equity accounted investments - - - 1,709 - NM

Allowance for impairment of inventories - - - 63,401 - NM

Reversal of impairment loss on trade receivables - (13) (100) - (130) (100)

Sales & promotion expenses 13,503 6,121 121 29,022 23,560 23

Maintenance and service charges 4,320 2,700 60 9,903 6,879 44

Operating lease expenses 291 243 20 1,069 1,022 5

Others (28) (283) (90) 254 53 379

18,600 9,446 97 106,866 32,849 225

Income tax expenses

Over provided in prior years (382) (26) 1,369 (528) (17) 3,006

Current year tax expense 2,038 1,441 41 18,821 33,623 (44)

Deferred tax expense 4,787 466 927 (33,517) 2,408 NM

6,443 1,881 243 (15,224) 36,014 NM

NM: not meaningful


VIII-3


Page 3 of 13

1(b)(i) Balance Sheet

Group Company

30.09.2012 31.12.2011 30.09.2012 31.12.2011

$'000 $'000 $'000 $'000

Non-current assets

Property, plant & equipment 27,205 23,743 629 777

Investment properties 64,863 69,263 - -

Intangible asset 3,605 3,693 - -

Interest in subsidiaries - - 77,841 78,524 Investment in associates & jointly controlled

entities 31,475 39,244 - -

Other financial assets 217 956 - -

Amount due from subsidiaries (non-trade) - - 54,329 42,256

127,365 136,899 132,799 121,557

Current assets

Inventories 2,192,078 2,284,840 - -

Trade & other receivables 129,086 243,945 354,643 302,876

Cash & cash equivalents 173,102 222,332 26,993 45,695

2,494,266 2,751,117 381,636 348,571

Less: Current liabilities

Trade & other payables 189,477 152,095 51,334 7,666

Financial liabilities 144,030 32,881 132 132

Receipts in advance 6,241 102,252 - -

Current tax payable 21,523 35,908 1,015 888

361,271 323,136 52,481 8,686

Net current assets 2,132,995 2,427,981 329,155 339,885


Financial liabilities 1,422,747 1,588,382 35,292 45,391

Other non-current liabilities 26,605 94,510 751 1,562

Deferred tax liabilities 26,515 60,354 6 13

1,475,867 1,743,246 36,049 46,966

Net assets 784,493 821,634 425,905 414,476

Capital & reserves

Share capital 239,503 239,503 239,503 239,503

Other reserves 65,766 71,114 2,291 1,614

Retained earnings 339,278 344,656 184,111 173,359

Shareholders’ equity 644,547 655,273 425,905 414,476

Non-controlling interests 139,946 166,361 - -

784,493 821,634 424,905 414,476


VIII-4


Page 4 of 13

1(b)(ii) Group Borrowings and Debt Securities

Details of collaterals Secured borrowings are generally secured by the investments, investment property, properties under development or developed properties for sale and assignment of all rights and benefits with respect to the properties.

Group

As at As at 30.09.2012 31.12.2011 $'000 $'000

Amount repayable in one year or less, or on demand

Secured 143,898 32,749

Unsecured - - Amount repayable after one year

Secured 1,422,455 1,587,991 Unsecured - -


VIII-5


Page 5 of 13

1(c) Consolidated Cash Flow Statement

Group


2012 2011 2012 2011

$'000 $'000 $'000 $'000 Cash Flows from Operating Activities Profit/(loss) before income tax 43,005 38,480 (31,848) 191,738

Adjustments for: Depreciation of property, plant and equipment 514 675 1,507 1,582 Loss/(gain) on disposal of property, plant and equipment, net - 3 1 (117) Allowance for impairment of equity accounted investments - - 1,709 - Allowance for impairment of inventories - - 63,401 - Reversal of impairment loss on trade receivables - (13) - (130) Share-based expenses 544 (1,328) 1,450 10 Interest income (698) (323) (2,191) (990) Interest expense 4,406 4,832 13,157 16,452 Share of profit of associates and joint ventures (net of tax) (426) (836) (890) (1,696)

Operating profit before working capital changes 47,345 41,490 46,296 206,849 Changes in working capital:

Acquisition of development properties from Joint Venture Partner - (35,295) (15,604) (35,295)

Inventories 105,115 38,431 46,967 122,381

Trade and other receivables 14,175 7,360 113,332 (113,850) Trade and other payables (71,660) (56,433) (51,199) (57,732) Other non-current liabilities (48,810) 923 (65,840) 1,387

Cash from operating activities 46,165 (3,524) 73,952 123,740 Income tax paid (14,957) (2,873) (32,103) (5,356)

Net cash from/(used in) Operating Activities 31,208 (6,397) 41,849 118,384

Cash Flows from Investing activities Dividend received 194 995 559 2,305 Interest received 698 323 2,191 990 Purchases of property, plant & equipment (107) (404) (614) (2,727) Proceeds from disposal of property, plant & equipment - 9 7 359 Additional investment in associates & joint ventures 2 (450) (638) (5,147)

Net cash from/(used in) Investing Activities 787 473 1,505 (4,220)

Cash Flows from Financing Activities

Dividends paid to shareholders of the Company - - (8,253) (20,628)

Dividends paid to non-controlling shareholders (532) - (1,494) (1,757)

Interest paid (9,341) (10,561) (31,357) (26,883)

Purchase of treasury shares - (641) (586) (1,211)

Repayment of bank loans (158,547) (30,947) (267,931) (570,380)

Proceeds from bank loans 32,144 48,630 217,056 496,889

(Payment of)/proceeds from finance lease liabilities (33) 63 (99) 353

Net cash (used in)/from Financing Activities (136,309) 6,544 (92,664) (123,617)


VIII-6


Page 6 of 13

1(c) Consolidated Cash Flow Statement (cont’d) Group


2012 2011 2012 2011

$'000 $'000 $'000 $'000

Net (decrease)/increase in cash and cash equivalents (104,314) 620 (49,310) (9,453)

Cash and cash equivalents at beginning of period 278,062 188,777 222,332 199,026

Effect of exchange rate changes on balances held in foreign currency (646) 3,660 80 3,484

Cash and cash equivalents at end of period 173,102 193,057 173,102 193,057

Note to Consolidated Cash Flow Statement: Cash and cash equivalents included in the consolidated cash flow statement comprise the following balance sheet amounts: Group As at 30 Sep 2012 2011 $'000 $'000 Fixed deposits 17,758 15,770 Cash and bank balances 155,344 177,287

173,102 193,057 1(d) Consolidated Statement of Comprehensive Income Group Company 3 months ended

30 Sep 3 months ended

30 Sep 2012 2011 2012 2011 $'000 $'000 $'000 $'000 Profit for the period 36,562 36,599 1,398 528 Other comprehensive income:

Foreign currency translation differences – foreign operations (4,720) (7,836)

-

- Net change in fair value of available-for-sale financial assets (106) (455) - - Total comprehensive income for the period 31,736 28,308 1,398 528 Total comprehensive income attributable to: Equity holders of the Company 31,964 23,462 1,398 528 Non-controlling Interests (228) 4,846 - - Total comprehensive income for the period 31,736 28,308 1,398 528


VIII-7


Page 7 of 13

1(d)(i) Statement of Changes in Equity

Share

Capital Other

Reserves Retained Earnings Total

Non-controlling Interests

Total Equity

$'000 $’000 $'000 $'000 $'000 $'000

The Group

At 1 Jul 2011 239,503 68,433 330,458 638,394 162,517 800,911 Total comprehensive income for

the period - (8,291) 31,753 23,462 4,846 28,308

Purchase of treasury shares - (641) - (641) - (641) Value of employee services

received for issue of long term incentive bonus

- 442

- 442

-

442

At 30 Sep 2011 239,503 59,943 362,211 661,657 167,363 829,020

At 1 Jul 2012 239,503 67,849 304,703 612,055 140,706 752,761 Total comprehensive income for

the period - (2,611) 34,575 31,964 (228) 31,736 Dividends paid to non-controlling

shareholders - - - - (532) (532) Value of employee services

received for issue of long term incentive bonus

-

528

-

528

-

528

At 30 Sep 2012 239,503 65,766 339,278 644,547 139,946 784,493


VIII-8


Page 8 of 13

1(d)(i) Statement of Changes in Equity (cont’d)

Share

Capital Other

Reserves Retained Earnings Total

Non-controlling Interests

Total Equity

$'000 $’000 $'000 $'000 $'000 $'000

The Company

At 1 Jul 2011 239,503 53 19,024 258,580 - 258,580 Total comprehensive income for

the period - - 528 528 - 528 Value of employee services

received for issue of long term incentive bonus - 356 - 356 - 356

At 30 Sep 2011 239,503 409 19,552 259,464 - 259,464

At 1 Jul 2012 239,503 1,870 182,713 424,086 - 424,086 Total comprehensive income for

the period - - 1,398 1,398 - 1,398 Value of employee services

received for issue of long term incentive bonus - 421 - 421 - 421

At 30 Sep 2012 239,503 2,291 184,111 425,905 - 425,905


VIII-9


Page 9 of 13

1(d)(ii) Changes in the Company’s Share Capital

Number of issued and fully paid ordinary shares 3 months ended

30 Sep 2012 As at beginning of period 413,637,481 Purchase of treasury shares - As at end of period 413,637,481

As at 30.09.2012 As at 30.09.2011

Number of shares held as treasury shares 1,159,325 2,391,226 Total number of issued shares excluding treasury shares 413,637,481 412,405,580

1(d)(iii) To show the total number of issued shares excluding treasury shares as at the end of the current financial period and as at the end of the immediately preceding year.

As at 30.09.2012 As at 31.12.2011

Total number of issued shares excluding treasury shares 413,637,481 412,005,580

1(d)(iv) Treasury Shares

There were no sales, transfers, disposals, cancellations and/or use of treasury shares during the quarter ended 30 September 2012.

2. Whether the figures have been audited or reviewed and in accordance with which

auditing standard or practice.

The figures have not been audited nor reviewed by the Company’s auditors. 3. Where the figures have been audited or reviewed, the auditors’ report (including any

qualifications or emphasis of matter)

Not applicable. 4. Whether the same accounting policies and methods of computation as in the

issuer’s most recently audited annual financial statements have been applied

The financial statements have been prepared based on the accounting policies and methods of computation consistent with those adopted in the most recent audited financial statements for the year ended 31 December 2011.

5. If there are any changes in the accounting policies and methods of computation,

including any required by an accounting standard, what has changed, as well as the reasons for, and the effect of, the change Not applicable.


VIII-10


Page 10 of 13

6. Earnings per ordinary share of the group for the current period reported on and the

corresponding period of the immediately preceding financial year, after deducting any provision for preference dividends

Group


2012 2011 2012 2011

Earnings per ordinary share for the period:

cents cents cents cents

- On weighted average number of ordinary shares in issue 8.35 7.73 0.69 36.53

- On a fully diluted basis 8.32 7.41 0.69 35.89

7. Net asset value per ordinary share based on issued share capital (excluding treasury

shares) at the end of the period

Group Company 30.09.12 31.12.11 30.09.12 31.12.11

Net asset value per ordinary share $1.56 $1.59 $1.03 $1.01

8. Review of Group’s performance

3rd Quarter 2012 vs. 3rd Quarter 2011 Group Revenue in the third quarter of 2012 rose 20% to $237.7 mil from $197.4 mil in the corresponding quarter of 2011. Group Revenue in the third quarter comprised mainly contributions from sales of new units and progressive recognition of the Group’s development project, Seven Palms Sentosa Cove, in Singapore. The Group’s development project in Shenyang China, under Kairong Developments which had received TOP for its final phase during the quarter also contributed positively to the Group Revenue. The increase was partially offset by the absence of significant contribution from the progressive recognition from Martin No. 38 which received TOP in the fourth quarter of 2011. Gross Profit during the quarter increased by 22% to $76.0 mil from $62.2 mil. Gross margin for 3Q 2012 and 3Q 2011 was stable at 32%. Total operating expenses, including administrative expenses, were higher at $29.8 mil in 3Q 2012 as compared to $20.9 mil in 3Q 2011. This was mainly due to higher sales and promotion expenses (in particular, the recognition of sales tax for Kairong Developments) and maintenance and service charges. Income tax expenses increased to $6.4 mil this quarter as compared to $1.9 mil last year mainly due to higher pre-tax profit and write back of over provision for tax in 3Q 2011. Overall, Profit After Tax attributable to Equity holders increased 9% to $34.6 mil as compared to $31.8 mil in the corresponding quarter of 2011. The higher Net Profit was mainly due to the new sales of completed units, higher revenue recognition for the Group’s development projects as construction progressed, and contributions from the Group’s China subsidiary, Kairong Developments upon its completion and handover of the final phase of its developments. 9 months 2012 vs. 9 months 2011 Group Revenue for the 9 months declined 40% to $410.6 mil as compared to $680.4 mil last year. The decrease was due mainly to lower sales and the absence of significant contributions from progressive recognition from The Marq on Paterson Hill, Hilltops and Martin No. 38 which received their TOP in the first, second, and fourth quarter of 2011 respectively. Progressive recognition of the Group’s development project, Seven Palms Sentosa Cove in Singapore, was higher for the 9M 2012 as compared to 9M 2011 as construction progressed further for the project.


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Gross Profit during the 9 months decreased by 56% to $119.3 mil from $268.7 mil. Gross margin was lower at 29% as compared to 39% last year. Total operating expenses, including administrative and other operating expenses, were higher at $141.2 mil this 9 months as compared to $68.0 mil last year mainly due to the allowances for asset impairment of $65.1 mil made by the Group’s subsidiary AVJennings Limited (“AVJ”) in Australia during 2Q 2012. Overall, Profit After Tax attributable to Equity holders for the 9 months was $2.9 mil as compared to $150.9 mil in 9M 2011, mainly due to the allowance for asset impairment of $65.1 mil made by AVJ. In addition, the absence of significant profit recognition from The Marq on Paterson Hill, Hilltops and Martin No. 38 which received their TOP in the first, second, and fourth quarter of 2011 respectively also contributed to the lower results. Balance Sheet Review 30 September 2012 vs. 31 December 2011 For the 9 months ended 30 September 2012, the Group’s Total Equity decreased by about 5% to $784.5 mil from $821.6 mil as at the end of 2011 due mainly to AVJ’s net loss for the 9 months and dividends paid to shareholders during 1H 2012. As a result, the Group’s Net Asset Value per share decreased 2% to $1.56 as compared to $1.59 as at 31 December 2011. Inventories comprised mainly of land and development properties held for resale and under construction. The Group’s Inventories are held at historical cost and are not permitted under accounting standards to be re-valued upwards should fair market value represent a higher value. Inventories stood at $2.19 bil as at 30 September 2012 as compared to $2.28 bil at the end of last year. The Group’s Net Financial Liabilities (less cash and cash equivalents) decreased slightly to $1.39 bil as at 30 September 2012 as compared to $1.40 bil as at 31 December 2011. The Group continued to maintain a healthy Cash and Cash Equivalents position of $173.1 mil as at the end of the third quarter compared to $222.3 mil as at year end 2011.

9. Where a forecast, or a prospect statement, has been previously disclosed to shareholders, any variance between it and the actual results

Not applicable.

10. A commentary at the date of the announcement of the significant trends and

competitive conditions of the industry in which the group operates and any known factors or events that may affect the group in the next reporting period and the next 12 months

Prices of private residential properties increased by 0.6% in the third quarter of 2012, compared to a 0.4% increase in the previous quarter, according to statistics from the Urban Redevelopment Authority (“URA”). However, in the Core Central Region which the Group operates, prices of private residential properties had increased by only 0.1% in the third quarter of 2012 compared to an increase of 0.6% in the previous quarter. New home sales had achieved 17,844 units during the first 9 months of the year, more than the 12,301 units recorded in the same period last year. However, in the Core Central Region, new home sales registered only 1,285 units during the first 9 months of 2012, as compared to 1,395 units in the corresponding period in 2011. The Monetary Authority of Singapore (MAS) announced that starting 6 October 2012, the maximum tenure of all new residential property loans will be capped at 35 years. In addition, loans with tenure of more than 30 years will face significantly tighter loan-to-value (“LTV”) limits. Loan periods exceeding beyond an individual’s retirement age of 65 years will also face similarly tighter LTV limits. In these cases, LTV limit will be 60%. If the borrower has other outstanding residential property loans, the LTV limit will be further reduced to 40%. The new rules aim to curb continued upward pressure on residential property prices, driven by low interest rates and rapid credit growth.


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According to a press release by the Ministry of Trade and Industry Singapore on 12 October 2012, based on advance estimates, the Singapore economy grew at a modest pace of 1.3 per cent on a year-on-year basis in the third quarter of 2012, compared to 2.3 per cent growth in the previous quarter. On a quarter-on-quarter seasonally-adjusted annualised basis, the economy contracted by 1.5 per cent, compared to the 0.2 per cent expansion in the second quarter. The global economic climate continues to remain uncertain as Europe continues to muddle through its debt crisis which is having a negative effect on economic growth prospects. There have been some indicators of the US economic recovery as the US unemployment rate decreased slightly to 7.8% in September 2012. With the continued rounds of property measures over the past 2 years, including the most recent in October 2012, sentiment in the residential property market remains cautious, and the rate at which these recent property measures might be reflected in the market over the longer term would need to be monitored as they could well take time for acceptance. The Group’s Singapore development project, Martin No. 38, was recently awarded the “Best Housing Project (Completed Developments)” at the prestigious “World Architecture Festival” held at Marina Bay Sands. Now in its fifth year, ‘The World Architecture Festival’ is the world's largest festival and live awards competition dedicated to celebrating, and sharing architectural excellence from across the globe. The winners were selected from over 300 shortlisted entries from around the world in the sections of completed buildings, landscape and future projects. In Shenyang, China, the Group’s development project, Kairong International Gardens, which comprise a total of some 2,150 residential units, had received TOP for its final phase during the third quarter of 2012. Due to the nature of the Group's business and the requirement in 2011 to adopt the new INT FRS 115 accounting standard, the performance of the Group as reported from quarter to quarter may vary depending on the timing of sales, completions of overseas developments, and progress of construction during the quarter. In particular, as the Group continues to move from having more finished units on hand rather than developments under construction, variations in performance from quarter to quarter are more dependent on the timing of sales and the increasing proportion of overseas contributions. The variation of reported accounting results from quarter to quarter may be more pronounced to the extent it may vary from a reported loss making quarter to a very lumpy recognition of substantial profits in a next or subsequent quarter.

11. Dividend

(a) Current Financial Period reported on:

Any dividend declared for the current financial period reported on? None.

(b) Corresponding Period of the Immediately Preceding Financial Year

Any dividend declared for the corresponding period of the immediately preceding financial year? None.

(c) Date payable

Not applicable.

(d) Books closure date

Not applicable.

12. If no dividend has been declared/recommended, a statement to that effect

No interim dividend has been declared or recommended for the current reporting period.


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13. Interested Person Transactions

The Group has not obtained a general mandate from shareholders for Interested Person Transactions.

14. Confirmation by the Board of Directors pursuant to Rule 705(5) of the Listing Manual

The Directors confirm that to the best of their knowledge, nothing has come to their attention which may render the unaudited interim financial results of the Group and the Company (comprising the balance sheet, consolidated income statement, statement of comprehensive income, statement of changes in equity and consolidated cash flow statement, together with their accompanying notes) for the nine months ended 30 September 2012 to be false or misleading in any material respect.

BY THE ORDER OF THE BOARD Tan Wee Boon John Company Secretary 1 November 2012


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APPENDIX IX – VALUATION REPORTS PREPARED IN CONNECTION WITH THE VOLUNTARY UNCONDITIONAL CASH OFFER

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SC GLOBAL DEVELOPMENTS LTD - FinanzNachrichten.de · “Circular” : This circular dated 2 6 December 2012 issued by the Company to Shareholders in relation to the Offer “ Closing

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