Introduction to Catalist Singapore Nexia TS Public Accounting Corporation (formerly practicing as Nexia Tan & Sitoh)

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Presentation transcript:

Introduction to Catalist Singapore Nexia TS Public Accounting Corporation (formerly practicing as Nexia Tan & Sitoh)

Admission Requirements 1. Sponsor to assess suitability to list No quantitative entry criteria; No market cap restriction No review of IPO documents by SGX 2. Offer Document with 12-month working cap statement Same disclosure/liability as prospectus Lodged on Catalodge website 3. Restrictions to secure commitment of promoters* & pre-IPO investors 4. Two Independent Directors 1 resident for foreign companies 5. Shareholding spread of 15%, 200 shareholders *“Promoters” are controlling shareholders & their associates and executive directors with ³5% of share cap at time of listing. If they hold more than 50% at IPO, they may sell but must retain 50%. If they hold less than 50% at IPO, they may not sell any. After IPO, promoter and pre- IPO investors are subject to moratorium periods.

1.Continual sponsorship at all times* No review of circulars by SGX All Catalist companies must retain a Sponsor for as long as they are listed. Companies without Sponsors will face delisting. 2.Independent Directors A listing applicant must have at least 2 independent directors. If the company is a non-Singapore company, at least 1 of the independent directors must be resident in Singapore. 3. Annual Mandate for Additional Share Issuance Capital changes have been made easier with increase in the threshold for annual mandate which issuers may obtain from their shareholders. Companies can obtain shareholder mandate to issue up to 100% of the company's share capital (of which shares issued on non pro-rata basis must not exceed 50%). This 50% limit can be increased to 100% in the case where shareholders approve by special resolution on or after the first shareholders' meeting. 4. Corporate governance guidelines (comply or explain) Companies are encouraged to comply with the Code Of Corporate Governance issued by the Corporate Governance Committee. Continuing Requirements * Full Sponsor that brings an IPO to market must continually sponsor the company for at least 3 years after IPO.

5. Shareholder Approval for Transactions To allow companies to respond speedily to business opportunities, the thresholds for shareholders to approve acquisitions and disposals have been raised. Shareholder approval is required for: (a) Acquisitions of assets: (i) of more than 75% but less than 100% of the relevant bases i.e. group net assets, profits, market capitalization or equity securities issued, as the case may be; or (ii) which result in a fundamental change in the business of the company. (b) Disposals of assets: (i) of more than 50% of the relevant bases; or (ii) which result in a fundamental change in business of the company. 6. Disclosure of material information Consistent with a disclosure-based regime, Catalist companies have the obligation to disclose material information to the public immediately. 7. Half-yearly/quarterly reporting Companies are required to issue half-yearly reports if they are below S$75 mil in market capitalization. All other companies are required to issue quarterly reports. 8. Interested Persons Transactions Companies are required to disclose and seek shareholders’ approval for interested persons transactions when they breach certain quantitative thresholds. 9. Free Float Companies should ensure that at least 10% of their total number of issued shares is held by public. Continuing Requirements (cont’d)

Shorter Listing Process Preparation to apply 2 weeks 1 -2 weeks Notification to SGX Public Comment Lodgment & Launch Trading Commences Preparation to apply 8-12 weeks3 weeks1 -2 weeks SGX Review Public Comment Registration & Launch Trading Commences Catalist process is approximately 5 – 6 weeks SESDAQ process is approximately 12 – 17 weeks

Sponsor Responsibilities Introducing Activities Provide confirmation that listing applicant is suitable to list Advise & prepare a company to list* Understand the company thoroughly Advise on other professionals Commitment through sign off as Sponsor General Responsibilities Maintain eligibility Sufficient systems and resources Ensure independence Continuing Activities Review & endorse all announcements & circulars Ensure company has internal process & knowledge to comply with rules Advise on rule compliance, corporate government, etc Act as interface between company & SGX - Monitor trading - Duty to whistle-blow *Comply with SIBA due diligence guidelines, advise directors on responsibilities, adequate system/procedures for rule compliance, etc.

Listing Fees Fee TypeInitial FeesAnnual Fees MinimumS$ 30,000S$ 15,000 MaximumS$ 100,000S$ 50,000 Variable rate (based on market cap of the listed company)S$ 100 / milS$ 25 / mil Additional Listing Fees (per exercise)S$ 8,000- Lodgment FeesCatalodge Lodgment of offer document / RTO circularS$ 2,000 Lodgment of amendment to offer document / RTO circularS$ 500 Lodgment of supplementary / replacement offer document / RTO circularS$ 2,000 Lodgment of offer information statementS$ 1,000

Companies Listed on Catalist Name of CompanyPrincipal ActivitiesDate of Listing Fund Raised (SGD’mil) Issue Price (SGD) ARIANECORP LIMITEDMarket and manufacture of LCD and electronics products9-Sep ARTIVISION TECHNOLOGIES LTD. Development and provision of video management products and solutions 18-Aug SGD0.20 AUSTON INTERNATIONAL GROUP LTD Private education provider offering tertiary and post graduate education programmes 25-Apr SGD0.28 C2O HOLDINGS LIMITED Distribution of printers and electronic accessory products, and outsource services 1-Nov SGD0.21 ENZER CORPORATION LIMITED Distribution and marketing of electronic components and enfocomm Products 18-May SGD0.36 EZION HOLDINGS LIMITED Specialises in marine logistics and support services to the offshore oil and gas Industries 04-Sep HEALTHWAY MEDICAL CORP LTD Offer quality healthcare services04-Jul SGD0.36

Companies Listed on Catalist (cont’d) Name of CompanyPrincipal ActivitiesDate of Listing Fund Raised (SGD’mil) Issue Price (SGD) MENCAST HOLDINGS LTD Manufacture and supply of sterngear equipment, and provision of sterngear services 25-Jun SGD0.28 OCULUS LIMITEDManufacture and distribution of contact lenses and contact lens solutions 11-Apr SGD0.23 QUALITAS MEDICAL GROUP LIMITED Healthcare services through its network of owned, affiliate, associate and managed clinics 01-Sep SGD0.25 SNF CORPORATION LTD Service various segments of the electronics manufacturing supply chain 18-Mar ST. JAMES HOLDINGS LIMITED Operation of entertainment outlets06-Mar SUPERIOR FASTENING TECH LTD Manufacture and supply high quality fasteners and provides surface treatment services 12-Dec SGD0.23 TOP GLOBAL LIMITEDSpecialises in the provision of waterproofing and thermal insulation services for concrete roofs. 25-Jun SGD0.21 TRITECH GROUP LIMITED Provision of specialist engineering services, and ground and structural engineering services 21-Aug SGD0.20

Mencast Holdings Ltd (First company listed on Catalist, our client) Trading date – August 2008 Turnover as at 31 December 2007 – S$ 18.9 million Net Profit for the year ended 31 December 2007– S $4.8 million Main business – Manufactures and supplies a full range of sterngear equipment for new vessels Issue Price – S$ 0.28 Listing PE Ratio – 7.3 times Market Capitalisation at listing – S$ 41.3 million Funds Raised – S$ 6.3 million Highest price – S$ 0.31 Current price (28/08/2008) – S$ 0.23 PE ratio (28/08/2008) – 6.0 times Market Capitalisation (28/08/2008) – S$ 33.9 million

Major Clients AEI Corporation Ltd (listed on SGX) AP Oil International Ltd (listed on SGX) China Great Land Holdings Limited (listed on SGX) China Hongxing Sports Ltd (listed on SGX) China Sunsine Chemical Holdings Limited Europtronic Group Ltd (listed on SGX) Enviro-Hub Holdings Limited (listed on SGX) Cosmosteel Holdings Limited (listed on SGX) Jackspeed Corporation Ltd (listed on SGX) Keda Communications Ltd (listed on SGX) Longcheer Holdings Ltd (listed on SGX) Lorenzo Holdings Limited (listed on SGX) Nico Steel Holdings Limited (listed on SGX) Ouhua Energy Holdings Limited (listed on SGX) Major Internal Audit Clientele Listed Ouhua Energy Holdings Limited (listed on SGX) Sin Ghee Huat Holdings Ltd (listed on SGX) Sunpower Group Ltd (listed on SGX) Thai Village Holdings Ltd (listed on SGX) Vibropower Corporation Limited (listed on SGX) Zhonghui Holdings Ltd (listed on SGX) Liang Huat Holdings Limited Kingsmen Creative Limited (listed on SGX) Soon Lian Holdings Limited (listed on SGX) Superior Multi-Packaging Ltd

Major Clients (cont ’ d) Auston International Limited Communication Design International Limited CyberVillage Holdings Limited Eastern Holdings Ltd EMS Energy Ltd (Formerly known as Eco Water Limited) Interra Resources Ltd The Lexicon Group Ltd (formerly known as Sun Business Network Ltd) OKP Holdings Limited Oniontech Limited Sitra Holdings International Limited Ntegrator International Ltd Sinobest Technology Holdings Ltd Rowsley Ltd Mencast Holdings Ltd Major External Audit Clientele – Listed companies

Track Record - Initial Public Offering Sunpower Group Ltd Fund Raised: SGD24.90M Keda Communications Ltd Fund Raised: SGD8.84M Hongguo Intl Holdings Limited Fund Raised: SGD15.00M Chosen Holdings Ltd Fund Raised: SGD17.40M YHI International Limited Consultant Nexia TS Pte Ltd Fund Raised: SGD29.00M Beng Kuang Marine Ltd Fund Raised: SGD4.83M Meiban Group Limited Consultant Nexia TS Pte Ltd Fund Raised: SGD1.85M Raffles Education Corporation Ltd Fund Raised: SGD2.52M Interra Resources Ltd Communication Design Intl Limited Reporting Accountant Nexia TS Public Accounting Corporation Fund Raised: SGD5.50M OKP Holdings Limited Fund Raised: SGD4.40M Sitra Holdings (INTL) Limited Fund Raised: SGD2.52M Consultant Nexia TS Pte Ltd Consultant Nexia TS Pte Ltd Consultant Nexia TS Pte Ltd Consultant Nexia TS Pte Ltd Ouhua Energy Holdings Ltd Fund Raised: SGD52.06M Consultant Nexia TS Pte Ltd Consultant Nexia TS Pte Ltd Consultant Nexia TS Pte Ltd Reporting Accountant Nexia TS Public Accounting Corporation Reporting Accountant Nexia TS Public Accounting Corporation Reporting Accountant Nexia TS Public Accounting Corporation

Nexia TS Pte Ltd Due Diligence on Retailer of sports, golf and active lifestyle products In Singapore Aug 03 Due Diligence on Distribution of petroleum products, safety equipment and other supplies for various industries In Due Diligence on Property Development In Due Diligence on Manufacturing & Trading of all Types of Industrial valves In Due Diligence on E-business consultancy In Singapore Mar ~ May 03 China Oct 05 Nexia TS Pte Ltd Due Diligence USD 1.6 billion on Energy/power generation In China Jun 07 Nexia TS Pte Ltd Due Diligence on Manufacturing and trading of circular knitting machines and related parts in Singapore May ~ Jun 04 Nexia TS Pte Ltd Due Diligence on Storage and supply of frozen meat produce In Singapore Aug ~ Sep 07 Nexia TS Pte Ltd Due Diligence on Distribution of electronics components, connectors and sockets In Singapore Oct 07~ Jan 08 Singapore Sep ~ Dec 07 China Oct ~ Nov 05 Nov ~ Dec 07 Nexia TS Pte Ltd Due Diligence on Industrial oil supplier in Indonesia May 06~ Feb 07 Track Record – Merger & Acquisition

15 Contact List Singapore No. 5 Shenton Way UIC Building #23-03 Singapore Mr Henry Tan DID: Fax: Website: Ms Grace Lui DID:

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