Axcelasia 2 PDF

AXCELASIA INC.
(Company Registration No.: LL12218)

(Incorporated in Labuan on 21 August 2015)
Placement of 47,520,000 Placement Shares comprising 35,520,000 New Shares and 12,000,000
Vendor Shares at S$0.25 for each Placement Share, payable in full on application
AXCELASIA INC.
AXCELASIA INC.
OFFER DOCUMENT DATED 18 NOVEMBER 2015

(Registered by the Singapore Exchange Securities Trading Limited
(the SGX-ST), acting as agent on behalf of the Monetary Authority of
Singapore (the Authority) on 18 November 2015)
THIS OFFER IS MADE IN OR ACCOMPANIED BY AN OFFER DOCUMENT
(THE OFFER DOCUMENT) THAT HAS BEEN REGISTERED BY THE
SGX-ST, ACTING AS AGENT ON BEHALF OF THE AUTHORITY ON 18
NOVEMBER 2015. THE REGISTRATION OF THIS OFFER DOCUMENT
BY THE SGX-ST, ACTING AS AGENT ON BEHALF OF THE AUTHORITY
DOES NOT IMPLY THAT THE SECURITIES AND FUTURES ACT (CHAPTER
289) OF SINGAPORE, OR ANY OTHER LEGAL OR REGULATORY
REQUIREMENTS, OR REQUIREMENTS UNDER THE SGX-STS LISTING
RULES, HAVE BEEN COMPLIED WITH.
THIS DOCUMENT IS IMPORTANT. IF YOU ARE IN ANY DOUBT AS TO
THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT YOUR
LEGAL, FINANCIAL, TAX OR OTHER PROFESSIONAL ADVISER(S).
PrimePartners Corporate Finance Pte. Ltd. (the Sponsor) has made an
application to the SGX-ST for permission to deal in, and for quotation of,
all the ordinary shares (the Shares) in the capital of Axcelasia Inc. (the
Company) that are already issued including the Shares offered by the
Vendors (as defined herein) (the Vendor Shares), the new Shares (the
New Shares together with the Vendor Shares, collectively known as the
Placement Shares which are the subject of this Placement), and the new
Shares which may be issued under the Axcelasia Performance Share Plan
(the Performance Shares), and upon the exercise of the options to be
granted under the Axcelasia Employee Share Option Scheme (the Option
Shares) on Catalist. Acceptance of applications will be conditional upon,
inter alia, issue of the New Shares and permission being granted by the
SGX-ST for the listing and quotation of all our existing issued Shares
(including the Vendor Shares), the New Shares, the Performance Shares and
the Option Shares on Catalist. Monies paid in respect of any application

accepted will be returned if the admission and listing do not proceed. The
dealing in and quotation of the Shares will be in Singapore dollars.
Companies listed on Catalist may carry higher investment risk when
compared with larger or more established companies listed on the Main
Board of the SGX-ST. In particular, companies may list on Catalist without
a track record of profitability and there is no assurance that there will be a
liquid market in the shares or units of shares traded on Catalist. You should
be aware of the risks of investing in such companies and should make the
decision to invest only after careful consideration and, if appropriate, after
consultation with your professional adviser(s).
CORPORATE
PROFILE & BUSINESSES

Axcelasia Inc. (Axcelasia or the Company) and our subsidiaries (the Group) provides integrated
professional services mainly in Malaysia to government-linked entities, private and public listed companies
and multinational corporations. Our four key business segments are tax advisory, business consultancy,
enterprise management system (EMS) application and business support. The Company was incorporated
on 21 August 2015 in Labuan, Malaysia under the Labuan Companies Act as a company limited by shares.
Neither the Authority nor the SGX-ST has examined or approved the
contents of this Offer Document. Neither the Authority nor the SGX-ST
assumes any responsibility for the contents of this Offer Document, including
the correctness of any of the statements or opinions made or reports
contained in this Offer Document. The SGX-ST does not normally review the
application for admission to Catalist but relies on the Sponsor confirming
that the Company is suitable to be listed and complies with the Catalist
Rules (as defined herein). Neither the Authority nor the SGX-ST has in any
way considered the merits of the Shares or units of Shares being offered for
investment.
Axcelasia Inc.
100%
Taxand Malaysia Sdn. Bhd.
We have not lodged this Offer Document in any other jurisdiction.

Investing in our Shares involves risks which are described in the section
titled RISK FACTORS of this Offer Document.
After the expiration of six months from the date of registration of this
Offer Document, no person shall make an offer of securities, or allot,
issue or sell any securities, on the basis of this Offer Document; and no
officer or equivalent person or promoter of our Company will authorise
or permit the offer of any securities or the allotment, issue or sale of any
securities, on the basis of this Offer Document.
Sponsor, Issue Manager and Placement Agent
PRIMEPARTNERS CORPORATE FINANCE PTE. LTD.

(Company Registration No.:200207389D)
(Incorporated in the Republic of Singapore)
100%
PTA Corporate Services

Sdn. Bhd.
100%
PTA Global Business

Services Sdn. Bhd.
100%
Columbus Softnex
Sdn. Bhd.
100%
Columbus Advisory
Sdn. Bhd.
51%
Columbus HR Consulting
Sdn. Bhd.
AXCELASIA INC.
AXCELASIA INC.
AXCELASIA INC.


CORPORATE

investment.
Axcelasia Inc.
100%


100%

Sdn. Bhd.
100%
PTA Global Business

Services Sdn. Bhd.
100%
Columbus Softnex
Sdn. Bhd.
100%
Columbus Advisory
Sdn. Bhd.
51%
Sdn. Bhd.
CORE BUSINESS
AWARDS AND
SEGMENTS
ACCREDITATIONS
Taxand Malaysia, our Company's fully-owned subsidiary, has received the following awards and accreditations:
TAX ADVISORY
BUSINESS CONSULTANCY
EMS APPLICATION
TAXAND MALAYSIA
COLUMBUS ADVISORY
COLUMBUS SOFTNEX
Corporate tax
Enterprise Risk
Management (ERM)
EMS Application software
Individual tax
International tax
Transfer pricing
GST and indirect tax
Tax compliance
Tax knowledge management
Internal audit
IT consulting
Forensic investigation
Business continuity
management
Governance and
compliance
BUSINESS SUPPORT
PTA CORPORATE
SERVICES
ERM
Compliance monitoring
Internal audit
PTA GLOBAL BUSINESS

SERVICES
Incident and insurance

management
Accounting and
outsourcing services
Information security
management systems
Transfer Pricing Firm
International Tax Review
2010
Asia Transfer Pricing Firm
2012
Corporate Tax Advisory Firm
Acquisition International Magazine
2012
International Tax Advisory Firm
Corporate INTL Magazine
2013
Tier 1 Tax Planning Advisory
2013
Tier 1 Transactional Tax Advisor
2013
Malaysian Tax Firm
2013
International Tax Accountancy Firm
Global Law Experts & Global Accountancy Experts
2014
Corporate Tax Firm of the Year
Acquisition International M&A Awards
2015
Recommended Tax Firm
FUTURE
INDUSTRY
TO EXPAND OPERATIONS IN MALAYSIA AND ASEAN REGION
IMPLEMENTATION OF GST IN MALAYSIA

Continued demand for GST tax advisory services in Malaysia with the
implementation of GST on the supply of goods and services and the
import of goods and services from 1 April 2015.
TRENDS AND PROSPECTS
PLANS
ENHANCE RANGE OF PROFESSIONAL SERVICES

Diversify range of professional services and enhance existing
services to include, among others, share registrar and corporate
finance advisory services to attract a wider range of clients
OUR COMPETITIVE
STRENGTHS
Obtain additional income streams through acquisitions and

joint ventures
LEVERAGE SUPPORT NETWORK TO ACHIEVE GREATER
COST-EFFICIENCY
Notable projects include large scale transformation and

programme management project
Leverage on Taxands large existing client base and work with

other Taxand member firms in servicing their clients
Won numerous awards and recognition from industry bodies for

our Tax Advisory services
Relatively flat management structure enables us to provide

quality professional advice at cost-effective fees to clients
Ability to tap into synergies across business segments to

provide one-stop professional services which can be integrated
to provide customised solutions to meet clients needs efficiently
2009
Penetrate new ASEAN markets - Indonesia, Vietnam, Singapore,

Laos and Thailand
Human resources
INTEGRATED PROFESSIONAL SERVICES PROVIDER
AWARDING ORGANISATION
Expand businesses in Malaysia to areas such as Johor Bahru and

Penang
COLUMBUS HR
Potential competitors may be deterred from entering into the

industry due to the need to obtain the requisite qualifications,
licensing requirements, and to comply with on-going regulations
NAME OF AWARD OR ACCREDITATION
Corporate secretarial
services
Transformation and
programme management
TRACK RECORD OF PROVIDING SPECIALISED PROFESSIONAL

SERVICES
DATE OF ISSUE
AND/OR EXPIRY
LED BY AN EXPERIENCED AND DEDICATED MANAGEMENT

TEAM
Our Group's Executive Chairman, Finance Director and
Executive Director have, in aggregate, more than 95 years of
experience in the professional services industry
ENHANCE OFFICE AND SUPPORT INFRASTRUCTURE

Enhance our office and support infrastructure such as business
support services, knowledge management and information
technology
TRANSFER PRICING
Demand for transfer pricing studies, documentation, and advisory
services is expected to remain strong as transfer pricing is drawing
increasing scrutiny from the tax authorities in Malaysia.
OUTSOURCING, IT CONSULTING AND TRANSFORMATION AND
PROGRAMME MANAGEMENT
Demand for Business Consultancy services in relation to IT consulting
and transformation and programme management is expected to
increase in the near future, as companies and government related
agencies pursue increased automation and carry out transformation
programmes within the organisations.
ESTABLISHMENT OF THE ASEAN ECONOMIC COMMUNITY
With the anticipated acceleration of domestic growth, regional trade
and foreign investments, our Companys ASEAN focus is timely in view
of the potentially dynamic growth in the region.
FINANCIAL
HIGHLIGHTS
REVENUE (RM'000)
PROFIT (RM'000)
16,642
Established long-standing working relationships with regulatory

authorities and clientele-base including government-linked
entries, private and public listed companies and multinational
corporations
7,699
7,705
16,642
6,057
14,486
6,052
Profit before income tax

Comprehensive income
attributable to equity holders
of our Company
8,302
4,178
5,250
2,089
301 239
FY2012(1) FY2013(1)
Audited
FY2014(1) HY2015(2)
Unaudited
FY2014
HY2015
Unaudited Proforma
FY2012(1)
3,834
3,246
1,591
506 403
FY2013(1)
Audited
FY2014(1)
HY2015(2)
Unaudited
FY2014
HY2015
Unaudited Proforma
Notes:
(1) The financial information for FY2012, FY2013 and FY2014 represent the combined financial information of our Company and our subsidiary, Taxand Malaysia.
(2) The financial information for HY2015 represents the combined financial information of our Company and our subsidiaries, Taxand Malaysia, PTA Corporate Services, PTA Global Business Services, Columbus Advisory, Columbus
Softnex and Columbus HR.
CORE BUSINESS
AWARDS AND
SEGMENTS
ACCREDITATIONS
TAX ADVISORY
EMS APPLICATION
TAXAND MALAYSIA
COLUMBUS ADVISORY
COLUMBUS SOFTNEX
Corporate tax
Enterprise Risk
Management (ERM)
Individual tax
International tax
Transfer pricing
Tax compliance
Internal audit
IT consulting
Business continuity
management
Governance and
compliance
BUSINESS SUPPORT
PTA CORPORATE
SERVICES
ERM
Internal audit
PTA GLOBAL BUSINESS

SERVICES

management
Accounting and
management systems
2010
2012
2012
2013
2013
2013
Malaysian Tax Firm
2013
2014
2015
FUTURE
INDUSTRY

PLANS

OUR COMPETITIVE
STRENGTHS

joint ventures
COST-EFFICIENCY





2009

Laos and Thailand
Human resources

Penang
COLUMBUS HR

services
Transformation and

SERVICES
DATE OF ISSUE
AND/OR EXPIRY

TEAM

technology
TRANSFER PRICING
FINANCIAL
HIGHLIGHTS
REVENUE (RM'000)
PROFIT (RM'000)
16,642

corporations
7,699
7,705
16,642
6,057
14,486
6,052

of our Company
8,302
4,178
5,250
2,089
301 239
FY2012(1) FY2013(1)
Audited
FY2014(1) HY2015(2)
Unaudited
FY2014
HY2015
Unaudited Proforma
FY2012(1)
3,834
3,246
1,591
506 403
FY2013(1)
Audited
FY2014(1)
HY2015(2)
Unaudited
FY2014
HY2015
Unaudited Proforma
Notes:
TABLE OF CONTENTS
CORPORATE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
GLOSSARY OF TECHNICAL TERMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
16
CAUTIONARY NOTE ON FORWARD LOOKING STATEMENT . . . . . . . . . . . . . . . . . . . .
18
SELLING RESTRICTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
20
DETAILS OF THE PLACEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
21
LISTING ON CATALIST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
21
INDICATIVE TIMETABLE FOR LISTING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
26
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
27
OFFER DOCUMENT SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
29
OUR COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
29
OUR BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
29
SUMMARY OF OUR FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . .
29
OUR COMPETITIVE STRENGTHS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
31
OUR BUSINESS STRATEGIES AND FUTURE PLANS . . . . . . . . . . . . . . . . . . . . . . .
32
OUR CONTACT DETAILS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
32
EXCHANGE RATES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
33
THE PLACEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
34
ISSUE STATISTICS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
35
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
37
RISKS RELATING TO OUR BUSINESS AND THE INDUSTRY . . . . . . . . . . . . . . . . .
37
RISKS RELATING TO AN INVESTMENT IN OUR SHARES . . . . . . . . . . . . . . . . . . . .
44
USE OF PROCEEDS AND LISTING EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
49
DIVIDEND POLICY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
51
SHARE CAPITAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
53
SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
58
SHAREHOLDING AND OWNERSHIP STRUCTURE . . . . . . . . . . . . . . . . . . . . . . . . . .
58
VENDORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
60
MORATORIUM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
60
DILUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
62
SELECTED COMBINED FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . .
64
TABLE OF CONTENTS
MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL POSITION OF OUR GROUP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
67
OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
67
RESULTS OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
70
REVIEW OF PAST PERFORMANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
71
REVIEW OF FINANCIAL POSITION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
76
LIQUIDITY AND CAPITAL RESOURCES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
78
CAPITAL EXPENDITURE AND DIVESTMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
81
FOREIGN EXCHANGE MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
82
SEASONALITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
82
INFLATION OR DEFLATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
82
SIGNIFICANT CHANGES IN ACCOUNTING POLICIES . . . . . . . . . . . . . . . . . . . . . . .
82
MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND

FINANCIAL POSITION OF OUR PRO FORMA GROUP . . . . . . . . . . . . . . . . . . . . . . . . .
84
BASIS OF PREPARATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
84
OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
85
RESULTS OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
87
REVIEW OF FINANCIAL POSITION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
88
LIQUIDITY AND CAPITAL RESOURCES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
90
CAPITALISATION AND INDEBTEDNESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
93
WORKING CAPITAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
95
RESTRUCTURING EXERCISE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
96
OUR GROUP STRUCTURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
99
GENERAL INFORMATION ON OUR GROUP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
100
HISTORY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
100
BUSINESS OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
101
MARKETING AND BUSINESS DEVELOPMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
109
AWARDS AND ACCREDITATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
109
OUR MAJOR CLIENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
110
OUR MAJOR SUPPLIERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
110
CREDIT POLICY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
111
QUALITY ASSURANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
113
TRAINING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
113
INSURANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
114
INTELLECTUAL PROPERTY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
114
TABLE OF CONTENTS
GOVERNMENT REGULATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
114
PROPERTIES AND FIXED ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
121
RESEARCH AND DEVELOPMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
122
ORDER BOOK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
122
COMPETITION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
123
COMPETITIVE STRENGTHS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
123
PROSPECTS AND TREND INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
125
BUSINESS STRATEGIES AND FUTURE PLANS . . . . . . . . . . . . . . . . . . . . . . . . . . . .
126
INTERESTED PERSON TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
128
PAST INTERESTED PERSON TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . .
128
PRESENT AND ON-GOING INTERESTED PERSON TRANSACTIONS . . . . . . . . . .
129
GUIDELINES AND REVIEW PROCEDURES FOR ON-GOING AND FUTURE

INTERESTED PERSON TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
131
POTENTIAL CONFLICTS OF INTEREST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
133
DIRECTORS, EXECUTIVE OFFICERS AND EMPLOYEES . . . . . . . . . . . . . . . . . . . . . . .
135
MANAGEMENT REPORTING STRUCTURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
135
DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
135
EXECUTIVE OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
140
DIRECTORS AND EXECUTIVE OFFICERS REMUNERATION . . . . . . . . . . . . . . . . .
144
SERVICE AGREEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
145
EMPLOYEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
146
THE AXCELASIA PERFORMANCE SHARE PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
148
THE AXCELASIA EMPLOYEE SHARE OPTION SCHEME . . . . . . . . . . . . . . . . . . . . . . .
157
CORPORATE GOVERNANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
164
DESCRIPTION OF OUR SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
169
EXCHANGE CONTROLS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
172
TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
173
CLEARANCE AND SETTLEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
180
GENERAL AND STATUTORY INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
181
INFORMATION ON DIRECTORS AND EXECUTIVE OFFICERS . . . . . . . . . . . . . . . . .
181
SHARE CAPITAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
183
MATERIAL CONTRACTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
183
LITIGATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
184
MANAGEMENT AND PLACEMENT ARRANGEMENTS . . . . . . . . . . . . . . . . . . . . . . . .
184
TABLE OF CONTENTS
MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
186
CONSENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
187
RESPONSIBILITY STATEMENT BY OUR DIRECTORS AND THE VENDORS . . . . . .
188
DOCUMENTS FOR INSPECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
188
APPENDIX A INDEPENDENT AND REPORTING AUDITORS REPORT ON THE

AUDITED COMBINED FINANCIAL STATEMENTS OF AXCELASIA INC. AND ITS
SUBSIDIARY FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2012, 2013 AND
2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
A-1
APPENDIX B INDEPENDENT AND REPORTING AUDITORS REVIEW REPORT ON

THE UNAUDITED COMBINED FINANCIAL STATEMENTS OF AXCELASIA INC. AND ITS
SUBSIDIARIES FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2015 . . . . . . . . . . . . .
B-1
APPENDIX C INDEPENDENT AUDITORS ASSURANCE REPORT ON THE

COMPILATION OF UNAUDITED PRO FORMA FINANCIAL INFORMATION OF
AXCELASIA INC. AND ITS SUBSIDIARIES FOR THE FINANCIAL YEAR ENDED
31 DECEMBER 2014 AND THE FINANCIAL PERIOD ENDED 30 JUNE 2015 . . . . . . .
C-1
APPENDIX D COMPARISON BETWEEN SINGAPORE COMPANIES LAW AND

LABUAN COMPANIES LAW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
D-1
APPENDIX E SUMMARY OF LABUAN COMPANIES LAW . . . . . . . . . . . . . . . . . . . . .
E-1
APPENDIX F SELECTED EXTRACTS OF OUR ARTICLES OF ASSOCIATION . . . . .
F-1
APPENDIX G COMPARISON BETWEEN OUR ARTICLES OF ASSOCIATION AND

APPENDIX 4C OF THE CATALIST RULES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
G-1
APPENDIX H LIST OF PRESENT AND PAST DIRECTORSHIPS OF DIRECTORS AND

EXECUTIVE OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
H-1
APPENDIX I TERMS, CONDITIONS AND PROCEDURES FOR APPLICATIONS AND

ACCEPTANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
I-1
CORPORATE INFORMATION
BOARD OF DIRECTORS
Dr. Veerinderjeet Singh a/l Tejwant Singh

(Executive Chairman)
Dato Tang Swee Guan (Finance Director)
Mr. Ranjit Singh a/l Taram Singh (Executive Director)
Mr. Tan See Yin (Lead Independent Director)
Datin Isharidah Binti Ishak (Independent Director)
Ms. Lee Pih Peng (Independent Director)
COMPANY SECRETARY
Hans Corporate Services Ltd
REGISTERED OFFICE
Lot A020, Level 1, Podium Level

Financial Park, Jalan Merdeka
87000 Federal Territory of Labuan, Malaysia
SPONSOR, ISSUE MANAGER

AND PLACEMENT AGENT
PrimePartners Corporate Finance Pte. Ltd.

16 Collyer Quay
#10-00 Income at Raffles
Singapore 049318
SOLICITORS TO THE
PLACEMENT AND LEGAL
ADVISER TO OUR COMPANY
ON SINGAPORE LAW
Baker & McKenzie.Wong & Leow

8 Marina Boulevard
#05-01 Marina Bay Financial Centre Tower 1
Singapore 018981
LEGAL ADVISER TO OUR

COMPANY ON LABUAN
AND MALAYSIAN LAW
Wong & Partners

Level 21, The Gardens South Tower
Mid Valley City
Lingkaran Syed Putra
59200 Kuala Lumpur
Malaysia
INDEPENDENT AUDITORS
AND REPORTING
ACCOUNTANTS
Nexia TS Public Accounting Corporation

100 Beach Road
#30-00 Shaw Tower
Singapore 189702
Director-in-charge: Mr. Loh Ji Kin (a member of the
Institute of Singapore Chartered Accountants)
SINGAPORE SHARE
REGISTRAR AND SHARE
TRANSFER OFFICE
Tricor Barbinder Share Registration Services

(a division of Tricor Singapore Pte. Ltd.)
80 Robinson Road
#02-00
Singapore 068898
CORPORATE INFORMATION
PRINCIPAL BANKER
Public Bank Berhad

Jalan Raja Chulan Branch
Ground Floor, Wisma Lim Foo Yong
86, Jalan Raja Chulan
50200 Kuala Lumpur
Malaysia
RECEIVING BANKER
The Bank of East Asia, Limited

Singapore Branch
60 Robinson Road
BEA Building
Singapore 068892
VENDORS
Dr. Veerinderjeet Singh a/l Tejwant Singh

Unit 3-7-6, Residence Condominium
Jalan Wan Kadir 5, Taman Tun Dr Ismail
60000 Kuala Lumpur
Malaysia
Dato Tang Swee Guan
46 Jalan Seri Beringin 3, Seri Beringin
Bukit Damansara
50490 Kuala Lumpur
Malaysia
Mr. Ranjit Singh a/l Taram Singh
Lot 652, Jalan Rimbun Hijau
Country Heights, Kajang
43000 Selangor
Malaysia
DEFINITIONS
In this Offer Document and the accompanying Application Forms, unless the context otherwise
requires, the following definitions apply throughout where the context so admits:
Companies within our Group
Company or Axcelasia
Axcelasia Inc.
Group
Our Company and our subsidiaries
Columbus Advisory
Columbus Advisory Sdn. Bhd. (formerly known as Columbus

Circle Advisory Sdn. Bhd.)
Columbus HR
Columbus HR Consulting Sdn. Bhd.
Columbus Softnex
Columbus Softnex Sdn. Bhd.
Pro Forma Group
Our Company and our subsidiaries in relation to the Pro

Forma Period
PTA Corporate Services Sdn. Bhd. (formerly known as PTP

Corporate Services Sdn. Bhd.)
PTA Global Business

Services
PTA Global Business Services Sdn. Bhd. (formerly known as

BPO on Cloud Services Sdn. Bhd.)
Taxand Malaysia
Other Companies, Organisations and Agencies

Authority
Monetary Authority of Singapore
CDP or Depository
The Central Depository (Pte) Limited
CFIT Consulting
CFIT Consulting Sdn. Bhd.
CFSB
Cradle Fund Sdn. Bhd.
CPF
Central Provident Fund
MDeC
Multimedia Development Corporation incorporated under the

Malaysia Companies Act
MIDA
Malaysia Investment Development Authority
Issue Manager,
Sponsor, Placement
Agent or PPCF
Rainmaker Consulting
Rainmaker Consulting Sdn. Bhd.
DEFINITIONS
SGX-ST or Exchange
Singapore Exchange Securities Trading Limited
Share Registrar
Tricor Barbinder Share Registration Services
SoftNex
SoftNex Sdn. Bhd.
Taxand
A global organisation of independent tax advisory firms

consisting of 400 tax partners and over 2,000 tax advisors in
46 countries whereby member firms co-operate on a nonexclusive basis with common clients and potential targets to
provide tax services
Application Forms
The printed application forms to be used for the Placement

Shares and which form part of this Offer Document
Application List
The list of applications for the purchase and/or subscription of

the Placement Shares
Articles or
Articles of Association
Articles of Association of our Company, as amended from time

to time
ASEAN
Association of Southeast Asian Nations
Associate
(a)
General
in relation to any Director, chief executive officer,

substantial shareholder or controlling shareholder (being
an individual) means:
(i)
his immediate family;
(ii)
the trustees, acting in their capacity as such

trustees, of any trust of which he or his immediate
family is a beneficiary or, in the case of a
discretionary trust, is a discretionary object; or
(iii) any company in which he and his immediate family

together (directly or indirectly) have an interest of
30% or more of the total votes attached to all the
voting shares;
(b)
in relation to a substantial shareholder or a controlling

shareholder (being a company) means any other
company which is its subsidiary or holding company or is
a subsidiary of any such holding company or one in the
equity of which it and/or such other company or
companies taken together (directly or indirectly) have an
interest of 30% or more of the total votes attached to all
the voting shares
DEFINITIONS
Audit Committee
The audit committee of our Company as at the date of this

Offer Document, unless otherwise stated
Award
The awards which may be granted pursuant to the

Performance Share Plan
Berjaya Central Park

Premise
The lease of No. 1-23-7, Level 23, Menara Bangkok Bank,

Berjaya Central Park, Kuala Lumpur entered into by
Columbus Advisory with Rainmaker Consulting
Board or Board of
Directors
The board of directors of our Company as at the date of this

Catalist
The sponsor-supervised listing platform of the SGX-ST
Catalist Rule or
Catalist Rules
Any or all of the rules in the SGX-ST Listing Manual Section

B: Rules of Catalist, as the case may be
Columbus HR Acquisition
The acquisition of Columbus HR as described in the section

titled Restructuring Exercise of this Offer Document
Columbus Softnex
Acquisition
The acquisition of Columbus Softnex as described in the

section titled Restructuring Exercise of this Offer Document
Controlling Shareholder
In relation to a corporation, means:

(a)
a person who has an interest in the voting shares of a

corporation and who exercises control over the
corporation; or
(b)
a person who has an interest of 15% or more of the total

votes attached to all the voting shares in a corporation,
unless he does not exercise control over the corporation
Cradle Fund Agreement
The agreement dated 12 March 2014 entered into between

Columbus Softnex and CFSB whereby CFSB granted
Columbus Softnex funding of up to RM496,120 through the
CIP 500
Director
A director of our Company as at the date of this Offer

Document, unless otherwise stated
Disbursement Period
The disbursement period of 12 months from the date of the

Cradle Fund Agreement, which may be extended at the sole
discretion of CFSB, for the disbursement of funds through the
CIP 500
Employment Act
Employment Act 1955 of Malaysia, as

supplemented or modified from time to time
amended,
DEFINITIONS
EPF
Employee Provident Fund pursuant to the

Provident Fund Act 1991 of Malaysia, as
EPS
Earnings per Share
Executive Directors
The executive directors of our Company as at the date of this

Executive Officers
The executive officers of our Company as at the date of this

Offer Document, who are also key executives as defined
under the Securities and Futures (Offers of Investments)
(Shares and Debentures) Regulations 2005, unless otherwise
stated
FRS
Singapore Financial Reporting Standards
FY
Financial year ended or, as the case may be, ending 31

December
GST
Goods and Services Tax
HY
Half year ended or, as the case may be, ending 30 June
Independent Directors
The independent, non-executive directors of our Company as

at the date of this Offer Document, unless otherwise stated
Labuan Companies Act
The Labuan Companies Act 1990, as

Latest Practicable Date or

LPD
26 October 2015, being the latest practicable date before the

lodgement of this Offer Document with the SGX-ST, acting as
agent on behalf of the Authority
Listing
The listing of our Company and quotation of our Shares on

Catalist
Listing Manual
Section B of the listing manual of the SGX-ST: Rules of

Catalist as amended, supplemented or modified from time to
time
Malaysia Companies Act
Companies Act 1965 of Malaysia, as amended, supplemented

or modified from time to time
Malaysia GST Act
Goods and Services Tax Act 2014 of Malaysia, as amended,

Malaysia Income Tax Act
Income Tax Act 1967 of Malaysia, as amended, supplemented

or modified from time to time
10
Employee
amended,
amended,
DEFINITIONS
Management Agreement
The full sponsorship and management agreement dated 18

November 2015 between our Company, the Vendors and
PPCF pursuant to which PPCF shall sponsor and manage the
Listing as described in the sections titled Plan of Distribution
and General and Statutory Information Management and
Placement Arrangements of this Offer Document
Market Day
A day on which the SGX-ST is open for trading in securities
MSA
Stamp Act 1949 of Malaysia, as amended, supplemented or

modified from time to time
NAV
Net asset value
New Shares
The 35,520,000 new Shares for which our Company invites

applications to subscribe for pursuant to the Placement on the
terms and conditions set out in this Offer Document
Nominating Committee
The nominating committee of our Company as at the date of

this Offer Document
Non-executive Directors
The non-executive directors of our Company (including the

Independent Directors) as at the date of this Offer Document,
unless otherwise stated
NTA
Net tangible assets
Offer Document
This offer document dated 18 November 2015 issued by our

Company in respect of the Placement
Option(s)
The share options which may be granted pursuant to the

Share Option Scheme
Option Shares
The new Shares which may be allotted and issued upon

exercise of the Options
PDPA
Personal Data Protection Act 2010 of Malaysia, as amended,

PER
Price earnings ratio
Period Under Review
The period comprising FY2012, FY2013, FY2014 and HY2015
Performance Share Plan
The Axcelasia Performance Share Plan
Performance Shares
The new Shares which may be allotted and issued pursuant to

the Performance Share Plan
11
DEFINITIONS
Placement
The placement of the Placement Shares by the Placement

Agent on behalf of our Company and the Vendors for the
purchase and/or subscription of the Placement Shares at the
Placement Price subject to and on the terms and conditions
set out in this Offer Document
Placement Agreement
The placement agreement dated 18 November 2015 entered

into between our Company, the Vendors and the Placement
Agent pursuant to which the Placement Agent shall procure
purchasers and/or subscribers of the Placement Shares at the
Placement Price as described in the sections titled Plan of
Distribution and General and Statutory Information
Management and Placement Arrangements of this Offer
Document
Placement Price
S$0.25 for each Placement Share
Placement Shares
The 47,520,000 Shares, comprising 35,520,000 new Shares

and 12,000,000 Vendor Shares which are the subject of the
Placement
PPCF Shares
The 1,800,000 new Shares issued and allotted by our

Company to PPCF as part of PPCFs management fees as the
Sponsor and Issue Manager
Pro Forma Period
The period comprising FY2014 and HY2015 in relation to the

pro forma financial information of our Group
Remuneration Committee
The remuneration committee of our Company as at the date of

this Offer Document
Restructuring Agreement
The restructuring agreement entered into between our

Company and Dato Peter Tang, Datin Chai Seow Lin, Mr.
Kenny Wong, Mr. Ranjit Singh and Mr. Derek Lee dated 22
October 2015
Restructuring Exercise
The restructuring exercise implemented in connection with the

Listing, more fully described in the section titled
Restructuring Exercise of this Offer Document
Sale and Purchase

Agreements or SPA
Taxand Malaysia SPA, PTA Corporate Services SPA, PTA

Global Business Services SPA, Columbus Softnex SPA,
Columbus HR SPA and Columbus Advisory SPA, each as
defined in the section titled Restructuring Exercise of this
Offer Document
Securities Account
The securities account maintained by a Depositor with CDP

but does not include a securities sub-account
12
DEFINITIONS
Securities and Futures
Act or SFA
The Securities and Futures Act (Chapter 289) of Singapore,

as amended, supplemented or modified from time to time
Securities and Futures

Regulations
The Securities and Futures (Offers of Investments) (Shares

and Debentures) Regulations 2005 of Singapore, as
amended, supplemented or modified from time to time
Service Agreements
The service agreements entered into between our Company

and Dr. Veerinderjeet Singh, Dato Peter Tang, Mr. Ranjit
Singh, and Ms. Cheah Mei Hua as described in the section
titled Directors, Executive Officers and Employees Service
Agreements of this Offer Document
SGXNET
Singapore Exchange Network, a system network used by

listed companies in sending information and announcements
to the SGX-ST or any other system networks prescribed by
the SGX-ST
Share(s)
Ordinary share(s) in the capital of our Company
Shareholder(s)
Registered holders of Shares, except where the registered

holder is CDP, the term Shareholder shall, in relation to such
Shares mean the Depositors whose Securities Accounts are
credited with Shares
Singapore Companies Act
The Companies Act (Chapter 50) of Singapore, as amended,

Substantial Shareholders
Persons who have an interest in one or more voting shares,

and the total votes attaching to that share or those shares,
represent not less than 5.0% of the total votes attaching to all
the voting shares in our Company
Share Option Scheme
The Axcelasia Employee Share Option Scheme
Take-Over Code
The Singapore Take-Over Code on Take-Overs and Mergers,

as amended, supplemented or modified from time to time
Taxand Share(s)
Ordinary share(s) in the capital of Taxand Malaysia
Taxand Alliance
Agreement
The alliance agreement dated 9 February 2005 (last amended

with effect from 1 January 2015) entered into between the
initial signing parties and those parties having joined Taxand
since 9 February 2005, as described in the section titled
Business Overview Tax Advisory of this Offer Document
Vendor Shares
The 12,000,000 issued and fully paid-up Shares owned by the

Vendors for which the Vendors invite applications to purchase
pursuant to the Placement and on the terms and conditions
set out in this Offer Document
13
DEFINITIONS
Currencies, Units and Others
RM and sen
Ringgit Malaysia and cents respectively
S$ and cents
Singapore dollars and cents respectively
% or per cent.
Per centum
sq ft
Square feet
For the purpose of this Offer Document, the following persons named in the second column below
are also known by the names set out in the first column:
Name used in this Offer
Document
Name in National Registration Identity Card
Dato Peter Tang
Tang Swee Guan
Dr. Veerinderjeet Singh
Veerinderjeet Singh a/l Tejwant Singh
Mr. Derek Lee
Lee Siew Weng
Mr. Kenny Wong
Wong Wei Ming
Mr. Ranjit Singh
Ranjit Singh a/l Taram Singh
Ms. Sylvia Anita Rockey
Sylvia Anita Rockey a/p Rockey
The expressions controlling interest, related corporation and subsidiary shall have the
meanings ascribed to them respectively in the Securities and Futures Act, the Singapore
Companies Act and/or the Catalist Rules, as the case may be.
The expressions Depositor, Depository Agent and Depository Register shall have the
meanings ascribed to them respectively in Section 130A of the Singapore Companies Act and,
upon the repeal of Division 7A of Part IV of the Singapore Companies Act, the equivalent
provisions under the Securities and Futures Act.
References in this Offer Document to Appendix or Appendices are references to an appendix or
appendices respectively to this Offer Document.
Any discrepancies in tables included herein between the total sum of amounts listed and the totals
thereof are due to rounding. Accordingly, figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
Words importing the singular shall, where applicable, include the plural and vice versa and words
importing the masculine gender shall, where applicable, include the feminine and neuter genders
and vice versa. References to persons shall include corporations.
Any reference in this Offer Document and the Application Forms to any statue or enactment is a
reference to that statue or enactment as for the time being amended or re-enacted. Any word
defined under the Singapore Companies Act, the Securities and Futures Act, the Securities and
14
DEFINITIONS
Futures Regulations or any statutory modification thereof and used in this Offer Document and the
Application Forms shall, where applicable, have the meaning ascribed to it under the Singapore
Companies Act, the Securities and Futures Act, the Securities and Futures Regulations or any
statutory modification thereto, as the case may be.
Any reference in this Offer Document and the Application Forms to Shares being allotted to you
includes allotment to CDP for your account.
Any reference to a time of day in this Offer Document and the Application Forms is a reference to
Singapore time unless otherwise stated.
Any reference in this Offer Document to we, our, us or their other grammatical variations is
a reference to our Company, or our Group, or any member of our Group, as the context requires.
Unless indicated otherwise, all information in this Offer Document is presented on the basis of our
Group comprising of our Company and our subsidiaries, namely, Taxand Malaysia, PTA Corporate
Services, PTA Global Business Services, Columbus Advisory, Columbus Softnex and Columbus
HR, save in relation to the audited combined financial statements for FY2012, FY2013, FY2014
and the unaudited combined financial statements for HY2014 where our Group refers to our
Company and our subsidiary, Taxand Malaysia.
15
GLOSSARY OF TECHNICAL TERMS

To facilitate a better understanding of the business of our Group, the following glossary provides
a description of some of the technical terms and abbreviations commonly used in our industry. The
terms and abbreviations and their assigned meanings may not correspond to standard industry or
common meanings or usage of these terms.
Business Consultancy
The business of our Group relating to the provision of

business consultancy services as described under the section
titled General Information on our Group Business
Overview of this Offer Document
Business Support
The business of our Group relating to the provision of

business support services as described under the section
titled General Information on our Group Business
Overview of this Offer Document
CIP 500
The Cradle Investment Programme (CIP) 500 is a

technology seed or commercialisation fund which was
established by CFSB, a not-for-profit agency under the
Malaysian Ministry of Finance, to offer help to Malaysian
start-up companies with technology-based products or
services to attain commercialisation
EMS
Enterprise Management System (EMS) is an application

software package that supports business processes,
information flows, reporting and data analytics in
organisations
EMS Application
The business of our Group relating to the provision of the EMS

application software as described under the section titled
General Information on our Group Business Overview of
this Offer Document
ERM
Enterprise Risk Management is a process, effected by an

entitys board of directors, management and other personnel,
applied in strategy setting and across the enterprise,
designed to identify potential events that may affect the entity,
and manage risk to be within its risk appetite, to provide
reasonable assurance regarding the achievement of entity
objectives
IIA
Institute of Internal Auditors Malaysia
ICT
Information and communications technology
MAICSA
Malaysian
Institute
Administrators
MIA
Malaysian Institute of Accountants
MICPA
Malaysian Institute of Certified Public Accountants

16
of
Chartered
Secretaries
and
GLOSSARY OF TECHNICAL TERMS

MSC Malaysia
Malaysias Multimedia Super Corridor (MSC) i.e. Malaysias

national ICT initiative which is designed to attract world-class
technology companies while grooming the local ICT industry
Tax Advisory
The business of our Group relating to the provision of the tax

advisory services as described under the section titled
General Information on our Group Business Overview of
this Offer Document
17
CAUTIONARY NOTE ON FORWARD LOOKING STATEMENT

All statements contained in this Offer Document, statements made in press releases and oral
statements that may be made by the Vendors, us or our Directors, Executive Officers or
employees acting on our behalf, that are not statements of historical fact, constitute forwardlooking statements. You can identify some of these forward-looking statements by terms such as
expects, believes, plans, intends, estimates, anticipates, may, will, would and
could or similar words. However, you should note that these words are not the exclusive means
of identifying forward-looking statements. All statements regarding our expected financial
position, business strategies, plans and prospects are forward-looking statements.
These forward-looking statements, including without limitation, statements as to our revenue and
profitability, planned strategy and anticipated expansion plans, trends in demand and costs,
expected industry prospects and trends as well as any other matters discussed in this Offer
Document regarding matters that are not historical fact are only predictions.
These forward-looking statements involve known and unknown risks, uncertainties and other
factors that may cause our actual results, performance or achievements to be materially different
from any future results, performance or achievements expected, expressed or implied by these
forward-looking statements. These risks, uncertainties and other factors include, inter alia, the
following:
(a)
changes in political, social and economic conditions, the regulatory environment, laws and
regulations and interpretation thereof in the jurisdictions where we conduct business or
expect to conduct business;
(b)
the risk that we may be unable to realise our anticipated growth strategies and expected
internal growth;
(c)
changes in the availability and cost of professional staff which we require to operate our
business;
(d)
changes in clients preferences and needs;
(e)
changes in competitive conditions and our ability to compete under such conditions;
(f)
changes in our future capital needs and the availability of financing and capital to fund such
needs;
(g)
changes in currency exchange rates; and
(h)
other factors beyond our control.
Some of these risk factors are discussed in greater detail in this Offer Document, in particular, but
not limited to, the discussions under the section titled Risk Factors of this Offer Document. All
forward-looking statements by or attributable to us, or persons acting on our behalf, contained in
this Offer Document are expressly qualified in their entirety by such factors. These forward-looking
statements are applicable only as of the date of this Offer Document.
Given the risks and uncertainties that may cause our actual future results, performance or
achievements to be materially different from that expected, expressed or implied by the
forward-looking statements in this Offer Document, undue reliance must not be placed on these
18
CAUTIONARY NOTE ON FORWARD LOOKING STATEMENT

statements. None of us, the Vendors, and the Sponsor, Issue Manager and Placement Agent nor
any other person represents or warrants that our Groups actual future results, performance or
achievements will be as discussed in those statements.
Our actual future results may differ materially from those anticipated in these forward-looking
statements as a result of the risks faced by us. We, the Vendors, and the Sponsor, Issue Manager
and Placement Agent disclaim any responsibility to update any of those forward-looking
statements or publicly announce any revisions to those forward-looking statements to reflect
future developments, events or circumstances, even if new information becomes available or
other events occur in the future.
We are, however, subject to the provisions of the Securities and Futures Act, the Securities and
Futures Regulations and the Catalist Rules regarding corporate disclosure. In particular, pursuant
to Section 241 of the Securities and Futures Act, if after this Offer Document is registered by the
SGX-ST, acting as agent on behalf of the Authority, but before the close of the Placement, we
become aware of:
(a)
a false or misleading statement or matter in this Offer Document;
(b)
an omission from this Offer Document of any information that should have been included in
it under Section 243 of the Securities and Futures Act; or
(c)
a new circumstance that has arisen since this Offer Document was lodged with the SGX-ST,
acting as agent on behalf of the Authority and would have been required by Section 243 of
the Securities and Futures Act, the Securities and Futures Regulations or the Catalist Rules
to be included in this Offer Document if it had arisen before this Offer Document was lodged,
and that is materially adverse from the point of view of an investor, we may lodge a supplementary
or replacement offer document with the SGX-ST, acting as agent on behalf of the Authority.
19
SELLING RESTRICTIONS
This Offer Document does not constitute an offer, solicitation or invitation to subscribe for and/or
purchase our Placement Shares in any jurisdiction in which such offer, solicitation or invitation is
unlawful or is not authorised or to any person to whom it is unlawful to make such offer, solicitation
or invitation. No action has been or will be taken under the requirements of the legislation or
regulations of, or of the legal or regulatory requirements of any jurisdiction, except for the
lodgement and/or registration of this Offer Document in Singapore in order to permit an offering
of our Placement Shares and the distribution of this Offer Document in Singapore. The distribution
of this Offer Document and the offering of our Placement Shares in certain jurisdictions may be
restricted by the relevant laws in such jurisdictions. Persons who may come into possession of this
Offer Document are required by us, the Vendors and the Sponsor, Issue Manager and Placement
Agent to inform themselves about, and to observe and comply with, any such restrictions at their
own expense and without liability to us, the Vendors and the Sponsor, Issue Manager and
Placement Agent. Persons to whom a copy of this Offer Document has been issued shall not
circulate to any other person, reproduce or otherwise distribute this Offer Document or any
information herein for any purpose whatsoever nor permit or cause the same to occur.
20
DETAILS OF THE PLACEMENT

LISTING ON CATALIST
A copy of this Offer Document has been lodged with and registered by the SGX-ST, acting as
agent on behalf of the Authority. The registration of this Offer Document by the SGX-ST, acting as
agent on behalf of the Authority does not imply that the Securities and Futures Act, the Securities
and Futures Regulations, the Catalist Rules or any other legal or regulatory requirements or
requirements under the SGX-STs listing rules, have been complied with. Neither the Authority nor
the SGX-ST has, in any way, considered the merits of our existing issued Shares (including the
Vendor Shares), the New Shares, the Performance Shares or the Option Shares, as the case may
be, being offered or in respect of which the Placement is made, for investment. We have not
lodged this Offer Document in any other jurisdiction.
An application has been made to the SGX-ST for permission to deal in, and for the listing and
quotation of, all our Shares already issued (including the Vendor Shares), the New Shares, as well
as the Performance Shares and the Option Shares on Catalist. Such permission will be granted
when we have been admitted to Catalist. Our acceptance of applications will be conditional upon,
inter alia, the issue of the New Shares and upon permission being granted by the SGX-ST for the
listing and quotation of, all of our existing issued Shares (including the Vendor Shares), the New
Shares, as well as the Performance Shares and the Option Shares on Catalist. Monies paid in
respect of any application accepted will be returned, without interest or any share of revenue or
other benefit arising therefrom and at the applicants own risk, if the admission, listing and trading
of our Shares do not occur because the said permission is not granted or for any reason, and the
applicant will not have any claim against us, the Vendors and the Sponsor, Issue Manager and
Placement Agent. No Shares will be allotted on the basis of this Offer Document later than six
months after the date of registration of this Offer Document by the SGX-ST, acting as agent on
behalf of the Authority.
Companies listed on Catalist may carry higher investment risk when compared with larger or more
established companies listed on the Main Board of the SGX-ST. In particular, companies may list
on Catalist without a track record of profitability and there is no assurance that there will be a liquid
market in the shares or units of shares traded on Catalist. You should be aware of the risks of
investing in such companies and should make the decision to invest only after careful
consideration and, if appropriate, consultation with your professional adviser(s).
Neither the Authority nor the SGX-ST has examined or approved the contents of this Offer
Document. Neither the Authority nor the SGX-ST assumes any responsibility for the contents of
this Offer Document, including the correctness of any of the statements or opinions made or
reports contained in this Offer Document. The SGX-ST does not normally review the application
for admission to Catalist but relies on the Sponsor to confirm that our Company is suitable to be
listed and complies with the Catalist Rules. Neither the Authority nor the SGX-ST has in any way
considered the merits of the Shares being offered for investment.
Admission to Catalist is not to be taken as an indication of the merits of the Placement, our
Company, our subsidiaries, our existing issued Shares (including the Vendor Shares), the New
Shares, the Performance Shares or the Option Shares.
This Offer Document has been seen and approved by our Directors and the Vendors and they
collectively and individually accept full responsibility for the accuracy of the information given in
this Offer Document and confirm, after making all reasonable enquiries, that to the best of their
knowledge and belief, this Offer Document constitutes full and true disclosure of all material facts
about the Placement our Company and our subsidiaries, and our Directors and the Vendors are
not aware of any facts the omission of which would make any statement in this Offer Document
21

misleading. Where information in this Offer Document has been extracted from published or
otherwise publicly available sources or obtained from a named source, the sole responsibility of
our Directors and the Vendors has been to ensure that such information has been accurately and
correctly extracted from these sources and/or reproduced in this Offer Document in its proper form
and context.
We are subject to the provisions of the Securities and Futures Act, Securities and Futures
Regulations and the Catalist Rules regarding corporate disclosure. In particular, if after the
registration of this Offer Document, but before the close of the Placement, we become aware of:
(a)
a false or misleading statement or matter in this Offer Document;
(b)
an omission from this Offer Document of any information that should have been included in
it under Section 243 of the Securities and Futures Act, the Securities and Futures
Regulations or under the Catalist Rules; or
(c)
a new circumstance that has arisen since this Offer Document was lodged with the SGX-ST,
acting as agent on behalf of the Authority, and which would have been required by Section
243 of the Securities and Futures Act, the Securities and Futures Regulations and the
Catalist Rules to be included in this Offer Document if it had arisen before this Offer
Document was lodged,
that is materially adverse from the point of view of an investor, we and the Vendors may lodge a
supplementary or replacement offer document with the SGX-ST, acting as agent on behalf of the
Authority.
In the event that a supplementary or replacement offer document is lodged with the SGX-ST,
acting as agent on behalf of the Authority, the Placement shall be kept open for at least 14 days
after the lodgement of such supplementary or replacement offer document.
Where prior to the lodgement of the supplementary or replacement offer document, applications
have been made under this Offer Document to purchase and/or subscribe for the Placement
Shares and:
(a)
where the Placement Shares have not been transferred and/or issued to the applicants, our
Company and the Vendors shall:
(i)
within two days (excluding any Saturday, Sunday or public holiday) from the date of
lodgement of the supplementary or replacement offer document, give applicants notice
in writing of how to obtain, or arrange to receive, a copy of the supplementary or
replacement offer document, as the case may be, and provide applicants with an option
to withdraw their applications and take all reasonable steps to make available within a
reasonable period the supplementary or replacement offer document, as the case may
be, to applicants who have indicated that they wish to obtain, or have arranged to
receive, a copy of the supplementary or replacement offer document;
(ii)
within seven days from the date of lodgement of the supplementary or replacement offer
document, give applicants the supplementary or replacement offer document, as the
case may be, and provide applicants with an option to withdraw their applications; or
22

(iii) treat the applications as withdrawn and cancelled, in which case the applications shall
be deemed to have been withdrawn and cancelled and we (on behalf of the Vendors)
shall return all monies paid in respect of any application, without interest or any share
of revenue or other benefit arising therefrom and at the applicants own risk; or
(b)
where the Placement Shares have been transferred and/or issued to the applicants, our
Company and the Vendors shall:
(i)
lodgement of the supplementary or replacement offer document, give applicants notice
in writing of how to obtain, or arrange to receive, a copy of the supplementary or
replacement offer document, as the case may be, and provide applicants with an option
to return to us or the Vendors the Placement Shares which they do not wish to retain
title in and take all reasonable steps to make available within a reasonable period the
supplementary or replacement offer document, as the case may be, to applicants who
have indicated that they wish to obtain, or have arranged to receive, a copy of the
supplementary or replacement offer document;
(ii)
within seven days from the date of lodgement of the supplementary or replacement offer
document, give the applicants the supplementary or replacement offer document, as the
case may be, and provide the applicants with an option to return to us the Placement
Shares, which they do not wish to retain title in; or
(iii) treat the sale and/or issue of the Placement Shares as void, in which case the sale
and/or issue of the Placement Shares shall be deemed void and we (on behalf of the
Vendors) shall, subject to the terms of the SFA, return all monies paid in respect of any
application, without interest or any share of revenue or other benefit arising therefrom
and at the applicants own risk.
Any applicant who wishes to exercise his option under paragraph (a)(i) or (a)(ii) to withdraw his
application shall, within 14 days from the date of lodgement of the supplementary or replacement
offer document, notify us and the Vendors of this, whereupon we (on behalf of the Vendors) shall,
within seven days from the receipt of such notification, return the application monies without
interest or any share of revenue or other benefit arising therefrom and at his own risk, and he will
not have any claim against us, the Vendors and the Sponsor, Issue Manager and Placement
Agent.
An applicant who wishes to exercise his option under paragraph (b)(i) or (b)(ii) to return the
Placement Shares sold and/or issued to him shall, within 14 days from the date of lodgement of
the supplementary or replacement offer document, notify us and the Vendors of this and return all
documents, if any, purporting to be evidence of title to those Placement Shares to us, whereupon
we (on behalf of the Vendors) shall, within seven days from the receipt of such notification and
documents, if any, pay to him all monies paid by him for those Placement Shares, without interest
or any share of revenue or other benefit arising therefrom and at his own risk, and the transfer and
issue of those Placement Shares shall be deemed to be void, and he will not have any claim
against us, the Vendors and the Sponsor, Issue Manager and Placement Agent.
Pursuant to Section 242 of the Securities and Futures Act, the Authority may, in certain
circumstances issue a stop order (the Stop Order) to our Company and the Vendors, directing
that no Shares or no further Shares to which this Offer Document relates, be allotted, issued or
sold. Such circumstances will include a situation where this Offer Document (i) contains any
statement or matter which, in the Authoritys opinion, is false or misleading, (ii) omits any
23

information that should have been included in it under the Securities and Futures Act, or (iii) does
not, in the Authoritys opinion, comply with the requirements of the Securities and Futures Act, or
(iv) the Authority is of the opinion that it is in the public interest to do so.
In the event that the Authority issues a Stop Order and applications to purchase and/or subscribe
for the Placement Shares have been made prior to the Stop Order, then:
(a)
where the Placement Shares have not been transferred and/or issued to the applicants, the
applications for the Placement Shares shall be deemed to have been withdrawn and
cancelled and the Vendors and/or our Company shall, within 14 days from the date of the
Stop Order, pay to the applicants all monies the applicants have paid on account of their
applications for the Placement Shares; or
(b)
where the Placement Shares have been transferred and/or issued to the applicants, the sale
and/or the issue of the Placement Shares shall be deemed to be void and the Vendors and/or
our Company shall, within the requisite number of days from the date of the Stop Order, pay
to the applicants all monies paid by them for the Placement Shares.
Such monies paid in respect of an application will be returned to the applicants at their own risk,
without interest or any share of revenue or other benefit arising therefrom, and they will not have
any claims against us and the Sponsor, Issue Manager and Placement Agent.
Neither us, the Vendors, and the Sponsor, Issue Manager and Placement Agent nor any other
parties involved in the Placement is making any representation to any person regarding the
legality of an investment by such person under any investment or other laws or regulations. No
information in this Offer Document should be considered as being business, legal or tax advice
regarding an investment in our Shares. Each prospective investor should consult his own
professional or other advisers for business, legal or tax advice regarding an investment in our
Shares.
No person has been or is authorised to give any information or to make any representation not
contained in this Offer Document in connection with the Placement and, if given or made, such
information or representation must not be relied upon as having been authorised by us, the
Vendors or the Sponsor, Issue Manager and Placement Agent. Neither the delivery of this Offer
Document and the Application Forms nor any documents relating to the Placement, nor the
Placement shall, under any circumstances, constitute a continuing representation or create any
suggestion or implication that there has been no change or development reasonably likely to
create any change in our affairs, conditions or prospects, or the Placement Shares or in the
statements of fact or information contained in this Offer Document since the date of this Offer
Document. Where such changes occur and are material or are required to be disclosed by law, the
SGX-ST and/or any other regulatory or supervisory body or agency, we may make an
announcement of the same to the SGX-ST and/or the Authority and the public and if required, we
may lodge a supplementary or replacement offer document with the SGX-ST, acting as agent on
behalf of the Authority and will comply with the requirements of the Securities and Futures Act
and/or any other requirements of the SGX-ST and/or Authority. All applicants should take note of
any such announcements, or supplementary or replacement offer document and, upon the release
of such an announcement, or supplementary or replacement offer document, shall be deemed to
have notice of such changes.
24

Save as expressly stated in this Offer Document, nothing herein is, or may be relied upon as, a
promise or representation as to our future performance or policies. The Placement Shares are
offered for purchase and/or subscription solely on the basis of the information contained and
representations made in this Offer Document.
This Offer Document has been prepared solely for the purpose of the Placement and may not be
relied upon by any other persons other than the applicants in connection with their application for
the Placement Shares or for any other purposes.
This Offer Document does not constitute an offer, solicitation or invitation of the Placement
Shares in any jurisdiction in which such offer, solicitation or invitation is unlawful or
unauthorised nor does it constitute an offer, solicitation or invitation to any person to
whom it is unlawful to make such offer, solicitation or invitation.
Copies of this Offer Document and the Application Forms may be obtained on request, subject to
availability during office hours, from:
16 Collyer Quay
#10-00 Income at Raffles
Singapore 049318
A copy of this Offer Document is also available on the SGX-ST website at http://www.sgx.com.
The Placement will open from 18 November 2015 (immediately upon the registration of this
Offer Document by the SGX-ST, acting as agent on behalf of the Authority) and will remain
open until 12.00 noon on 25 November 2015.
The Application List will open immediately upon registration of this Offer Document on 18
November 2015 and will remain open until 12.00 noon on 25 November 2015 or for such
further period or periods as our Directors and the Vendors may, in consultation with the
Sponsor, Issue Manager and Placement Agent, in their absolute discretion decide, subject
to any limitation under all applicable laws and regulations. In the event a supplementary
offer document or a replacement offer document is lodged with the SGX-ST, acting as agent
on behalf of the Authority, the Application List will remain open for at least 14 days after the
lodgement of the supplementary or replacement offer document.
Details of the procedures for application of the Placement Shares are set out in Appendix
I Terms, Conditions and Procedures for Applications and Acceptance of this Offer
Document.
25

INDICATIVE TIMETABLE FOR LISTING
An indicative timetable on the trading of our Shares is set out below:
Indicative date/time
Event
18 November 2015 (immediately upon

registration of this Offer Document)
Open of Placement
25 November 2015 at 12.00 noon
Close of Application List
27 November 2015 at 9.00 a.m.
Commence trading on a ready basis
2 December 2015
Settlement date for all trades done on a

ready basis
The above timetable is indicative only as it assumes that the date of closing of the Application List
will be on 25 November 2015, the date of admission of our Company to Catalist will be on 27
November 2015, the shareholding spread requirement will be complied with and the Placement
Shares will be issued and fully paid-up prior to 27 November 2015. The actual date on which our
Shares will commence trading on a ready basis will be announced when it is confirmed by the
SGX-ST.
The above timetable and procedures may be subject to such modification(s) as the SGX-ST may,
in its absolute discretion, decide, including the commencement of trading on a ready basis.
In the event of any changes in the closure of the Application List or the time period during which
the Placement is open, we will publicly announce the same:
(a)
through a SGXNET announcement to be posted on the Internet at the SGX-ST website

http://www.sgx.com; and
(b)
in a local newspaper(s) in Singapore.
We will publicly announce the level of subscription and the results of the distribution of the
Placement Shares pursuant to the Placement, as soon as it is practicable after the close of the
Application List through channels in (a) and (b) above.
You should consult the SGX-STs announcement on the ready trading date released on
the internet (at the SGX-ST website http://www.sgx.com), or the local newspapers or check
with your brokers on the date on which trading on a ready basis will commence.
26
PLAN OF DISTRIBUTION
The Placement
The Placement is for 47,520,000 Placement Shares offered in Singapore and the Listing is
managed and sponsored by PPCF.
Prior to the Placement, there has been no public market for our Shares. The Placement Price is
determined by us and the Vendors, in consultation with the Sponsor, Issue Manager and
Placement Agent, taking into consideration, among others, prevailing market conditions and the
estimated market demand for the Placement Shares determined through a book-building process.
The Placement Price is the same for all Placement Shares and is payable in full on application.
Pursuant to the Management Agreement, details of which are set out in the section titled General
and Statutory Information Management and Placement Arrangements of this Offer Document,
our Company and the Vendors have appointed PPCF to manage and to act as full sponsor for the
Listing.
The Placement Shares are made available to members of the public and institutional investors
who may apply through their brokers or financial institutions by way of the Application Forms.
Applications for the Placement Shares may only be made by way of printed Application Forms as
described in Appendix I Terms, Conditions and Procedures for Applications and Acceptance of
this Offer Document.
Pursuant to the Placement Agreement entered into between us, the Vendors and the Placement
Agent as set out in the section titled General and Statutory Information Management and
Placement Arrangements of this Offer Document, our Company has appointed PPCF as the
Placement Agent and PPCF has agreed to procure subscribers and/or purchasers for the
Placement Shares for a commission of 3.5% of the Placement Price, payable by us and the
Vendors for the total number of Placement Shares successfully purchased and/or subscribed for.
Subject to any applicable laws and regulations, our Company and the Vendors agree that the
Placement Agent shall be at liberty at its own expense to appoint one or more sub-placement
agents under the Placement Agreement upon such terms and conditions as the Placement Agent
may deem fit.
Purchasers and/or subscribers of the Placement Shares may be required to pay brokerage or
selling commission of up to 1.0% of the Placement Price (and the prevailing GST thereon, if
applicable) to the Placement Agent or any sub-placement agent that may be appointed by the
Placement Agent.
Purchase and/or subscription for Placement Shares
As at the date of this Offer Document, (i) Ms. Rajinderpal Kaur, the spouse of our Executive
Chairman, Dr. Veerinderjeet Singh, (ii) Ms. Kushwin Kaur a/l Taram Singh, the sister of our
Executive Director, Mr. Ranjit Singh, and (iii) Ms. Lee Pho Yen, the sister of our Executive Officer
and Substantial Shareholder, Mr. Derek Lee have indicated their interest to subscribe for 80,000
Placement Shares, 10,000 Placement Shares and 24,000 Placement Shares, representing
approximately 0.05%, 0.01% and 0.02% of the post-Placement share capital of our Company,
respectively. In the event that Ms. Rajinderpal Kaur is allotted such number of Placement Shares,
Dr. Veerinderjeet Singh will be deemed interested in the Shares held by his spouse, Ms.
Rajinderpal Kaur. Please refer to the section titled Shareholders Shareholding and Ownership
Structure of this Offer Document for more details.
27
PLAN OF DISTRIBUTION
Save as disclosed above, to the best of our knowledge and belief, none of our Directors or
Substantial Shareholders intends to purchase and/or subscribe for the Placement Shares
pursuant to the Placement. As far as we are aware, none of our Independent Directors, members
of our Companys management or employees intends to purchase and/or subscribe for more than
5.0% of the Placement Shares in the Placement.
To the best of our knowledge, we are not aware of any person who intends to purchase and/or
subscribe for more than 5.0% of the Placement Shares in the Placement. However, through a
book-building process to assess market demand for our Shares, there may be person(s) who may
indicate an interest to purchase and/or subscribe for Shares amounting to more than 5.0% of the
Placement Shares. If such person(s) were to make an application for more than 5.0% of the
Placement Shares pursuant to the Placement and are subsequently allotted such number of
Shares, we will make the necessary announcements at an appropriate time. The final allotment of
Shares will be in accordance with the shareholding spread and distribution guidelines as set out
in the Catalist Rules.
No Shares shall be issued and allotted on the basis of this Offer Document later than six months
after the date of registration of this Offer Document by the SGX-ST, acting as agent on behalf of
the Authority.
Interests of Sponsor, Issue Manager and Placement Agent
In the reasonable opinion of our Directors, our Company does not have any material relationship
with the Sponsor, Issue Manager and Placement Agent, save as disclosed below and in the
sections titled Interested Person Transactions Potential Conflicts of Interest Interests of
Sponsor, Issue Manager and Placement Agent and General and Statutory Information
Management and Placement Arrangements of this Offer Document:
(a)
PPCF is the Sponsor, Issue Manager and Placement Agent in relation to the Listing;
(b)
PPCF will be the continuing Sponsor of our Company for a period of three years from the
date our Company is admitted and listed on Catalist; and
(c)
Pursuant to the Management Agreement and as part of PPCFs fees as the Sponsor and
Issue Manager, our Company issued and allotted 1,800,000 PPCF Shares at the Placement
Price to PPCF, representing approximately 1.44% of the issued and paid-up share capital of
our Company immediately prior to the Placement. After the expiry of the relevant moratorium
period as set out in the section titled Shareholders Moratorium of this Offer Document,
PPCF will be disposing its shareholding interest in our Company at its discretion.
28
OFFER DOCUMENT SUMMARY

The following summary is qualified in its entirety by, and is subject to, the more detailed
information (including the notes thereto) appearing elsewhere in this Offer Document. Terms
defined elsewhere in this Offer Document have the same meaning when used herein. You should
carefully consider all the information presented in this Offer Document, especially the section
titled Risk Factors of this Offer Document, before deciding to invest in our Shares.
OUR COMPANY
Our Company was incorporated on 21 August 2015 in Labuan, Malaysia under the Labuan
Companies Act as a company limited by shares under the name of Axcelasia Inc.. Our
Companys registration number is LL12218.
OUR BUSINESS
Our Group provides integrated professional services mainly in Malaysia to government-linked
entities, private and public listed companies, and multinational corporations. Our four key
business segments are:
(a)
Tax Advisory;
(b)
Business Consultancy;
(c)
EMS Application; and
(d)
Business Support.
Please refer to the section titled General Information on our Group Business Overview of this
Offer Document for more details.
SUMMARY OF OUR FINANCIAL INFORMATION
The following summary financial information of our Group should be read in conjunction with the
full text of this Offer Document, including the sections titled Managements Discussion and
Analysis of Results of Operations and Financial Position of our Group, Managements
Discussion and Analysis of Results of Operations and Financial Position of our Pro Forma Group,
the Independent and Reporting Auditors Report on the Audited Combined Financial Statements
for Axcelasia Inc. and its Subsidiary for the Financial Years Ended 31 December 2012, 2013 and
2014, the Independent and Reporting Auditors Review Report on the Unaudited Combined
Financial Statements of Axcelasia Inc. and its Subsidiaries for the Six-Month Period Ended 30
June 2015 and Independent Auditors Assurance Report on the Compilation of Unaudited Pro
Forma Financial Information of Axcelasia Inc. and its Subsidiaries for the Financial Year Ended 31
December 2014 and the Financial Period Ended 30 June 2015 as set out in Appendices A, B and
C respectively of this Offer Document.
29

Results of operations of our Group
Audited
FY2012(1) FY2013 (1) FY2014 (1) HY2014(1) HY2015 (2)
(RM000)
Revenue
Total comprehensive
income attributable to
equity holders of our
Company(3)
EPS (sen)(4)
Adjusted EPS (sen)
Unaudited
(3)(5)
(3)
Unaudited
pro forma
FY2014
HY2015
4,178
5,250
8,302
3,404
16,642
14,486
16,642
301
506
2,089
1,196
7,705
3,834
7,699
239
403
1,591
929
6,057
3,246
6,052
0.19
0.32
1.28
0.74
4.85
2.60
4.85
0.15
0.25
0.99
0.58
3.78
2.02
3.77
Notes:
(1)
The financial information for FY2012, FY2013, FY2014 and HY2014 represent the combined financial information
of our Company and our subsidiary, Taxand Malaysia.
(2)
The financial information for HY2015 represents the combined financial information of our Group, which comprises
of our Company and our subsidiaries, Taxand Malaysia, PTA Corporate Services, PTA Global Business Services,
Columbus Advisory, Columbus Softnex and Columbus HR pursuant to the Restructuring Exercise.
(3)
Had the Service Agreements (set out in the section titled Directors, Management and Staff Service Agreements
of this Offer Document) been in place since 1 January 2014, our pro forma profit before income tax, pro forma total
comprehensive income attributable to equity holders of our Company and pro forma adjusted EPS computed based
on our post-Placement share capital of 160,320,000 Shares would have been approximately RM2.52 million,
RM2.13 million and 1.33 sen respectively.
(4)
For comparative purposes, the EPS for the financial periods under review have been computed based on the total
comprehensive income attributable to equity holders of our Company and the pre-Placement share capital of
124,800,000 Shares.
(5)
For comparative purposes, the adjusted EPS for the financial periods under review have been computed based on
total comprehensive income attributable to equity holders of our Company and the post-Placement share capital of
160,320,000 Shares.
30

Financial position of our Group
Audited
As at
31 December 2014(1)
Unaudited
As at
30 June 2015(2)
5,175
13,909
6,330
13,909
150
757
654
752
Total assets
5,325
14,666
6,984
14,661
Current liabilities
2,369
5,236
3,788
5,237
14
20
20
20
Total liabilities
2,383
5,256
3,808
5,257
Net assets
2,942
9,410
3,176
9,404
Total liabilities and

equity
5,325
14,666
6,984
14,661
Total equity
2,942
9,410
3,176
9,404
2.36
7.48
2.54
7.48
(RM000)
Current assets
Non-current assets
Non-current liabilities
NAV per Share

(sen)(1)(2)(3)
Unaudited pro forma

As at
As at
31 December 2014
30 June 2015
Notes:
(1)
The financial position as at 31 December 2014 represents the combined financial position of our Company and our
subsidiary, Taxand Malaysia.
(2)
The financial position as at 30 June 2015 represents the combined financial position of our Group which comprises
Columbus Advisory, Columbus Softnex and Columbus HR, pursuant to the Restructuring Exercise.
(3)
For comparative purposes, the NAV per Share is computed based on the total equity attributable to equity holders
of our Company and the pre-Placement share capital of 124,800,000 Shares.
OUR COMPETITIVE STRENGTHS

We believe that we are able to compete effectively with the following strengths:
(a)
we have a track record of providing specialised professional services;
(b)
we are an integrated professional services provider;
(c)
we are cost efficient; and
(d)
we are led by an experienced and dedicated management team.
Please refer to the section titled General Information on our Group Competitive Strengths of
this Offer Document for more details.
31

OUR BUSINESS STRATEGIES AND FUTURE PLANS
Our business strategies and future plans for the continued growth of our business are as follows:
(a)
to expand our business operations in Malaysia and in the ASEAN region;
(b)
to enhance our range of professional services; and
(c)
to enhance our Groups office and support infrastructure.
A detailed discussion of our business strategies and future plans is set out in the section titled
General Information on our Group Business Strategies and Future Plans of this Offer
Document.
OUR CONTACT DETAILS
Our registered office is at Lot A020, Level 1, Podium Level, Financial Park, Jalan Merdeka, 87000
Federal Territory of Labuan, Malaysia. Our business address is at Suite 13A.05 Level 13A Wisma
Goldhill, No. 67 Jalan Raja Chulan, 50200 Kuala Lumpur, Malaysia. The telephone and facsimile
numbers of our business address are +603 2032 2799 and +603 2032 3799, respectively.
Information contained in our Groups websites do not constitute part of the Offer Document.
32
EXCHANGE RATES
Our Groups financial statements are prepared in RM. The table below sets out the highest and
lowest exchange rates (1) between S$ and RM for each of the six completed months prior to the
Latest Practicable Date.
S$: RM
Highest (1)
Lowest (1)
Month
April 2015
2.7192
2.6694
May 2015
2.7185
2.6845
June 2015
2.8016
2.7156
July 2015
2.8221
2.7728
August 2015
3.0168
2.7803
3.1170
2.9534
3.0927
2.9445
September 2015
October 2015
(2)
Notes:
(1)
The above information is extracted and compiled from OANDA Corporation. OANDA Corporation has not provided
its consent, for the purpose of Section 249 of the Securities and Futures Act, to the inclusion of the information
extracted from the relevant reports and is therefore not liable for such information under Sections 253 and 254 of
the Securities and Futures Act. While we have taken reasonable actions to ensure that the information from the
relevant reports issued by OANDA Corporation is reproduced in its proper form and context, and that the information
is extracted accurately and fairly from such reports, neither we nor any party has conducted an independent review
of the information contained in such reports nor verified the accuracy of the contents of the relevant information.
(2)
For the period from 1 October 2015 to the Latest Practicable Date.
As at the Latest Practicable Date, the closing exchange rate between S$ and RM was S$1.00 to
RM3.0181.
The following table sets out, for the relevant financial period and year indicated, the average and
closing exchange rates between S$ and RM. Where applicable, the exchange rates in the table
below are used for the translation of our Groups financial statements disclosed elsewhere in this
Offer Document.
S$: RM
Closing (1)
Average (1)
FY2012
2.4626
2.4432
FY2013
2.5066
2.5941
FY2014
2.5807
2.6429
HY2014
2.5891
2.5676
HY2015
2.6930
2.7953
Note:
(1)
The above information is extracted and compiled from OANDA Corporation. OANDA Corporation has not provided
its consent, for the purpose of Section 249 of the Securities and Futures Act, to the inclusion of the information
extracted from the relevant reports and is therefore not liable for such information under Sections 253 and 254 of
the Securities and Futures Act. While we have taken reasonable actions to ensure that the information from the
relevant reports issued by OANDA Corporation is reproduced in its proper form and context, and that the information
is extracted accurately and fairly from such reports, neither we nor any party has conducted an independent review
of the information contained in such reports nor verified the accuracy of the contents of the relevant information.
33
THE PLACEMENT
Placement Size
47,520,000 Placement Shares comprising 35,520,000 New

Shares and 12,000,000 Vendor Shares. The New Shares,
upon issue and allotment, will rank pari passu in all respects
with our existing issued Shares.
Placement Price
S$0.25 for each Placement Share, payable in full on

application.
The Placement
The Placement comprises a placement by the Placement

Agent on behalf of our Company of 47,520,000 Placement
Shares at the Placement Price by way of placement, subject
to and on the terms and conditions of this Offer Document.
Purpose of the Placement
Our Directors are of the view that the listing of our Company
and quotation of our Shares on Catalist will enhance our
public image internationally and enable us to raise funds from
the capital markets to fund the expansion of our business
operations.
The Placement will also provide the members of the public
with an opportunity to participate in the equity of our
Company. In addition, the proceeds from the New Shares will
provide us with additional capital to fund our business
expansion and to be used for general working capital
purposes.
Listing Status
Prior to the Placement, there has been no public market for

our Shares. Our Shares will be quoted in Singapore dollars on
Catalist, subject to the admission of our Company to Catalist
and permission to deal in, and for quotation of, all our Shares
that are already issued, the new Shares which are the subject
of this Placement, the new Shares which may be issued under
the Performance Share Plan and upon the exercise of the
options to be issued under the Share Option Scheme being
granted by the SGX-ST.
Risk Factors
Investing in our Shares involves risks which are described in

the section titled Risk Factors of this Offer Document.
Use of Proceeds
Please refer to the section titled Use of Proceeds and Listing

Expenses of this Offer Document for more details.
34
ISSUE STATISTICS
25.00 cents
PLACEMENT PRICE
NTA
NTA per Share based on the unaudited pro forma balance sheet of our
Group as at 30 June 2015 after adjusting for the issue of the PPCF Shares
(the Adjusted NTA):
(a)
before adjusting for the estimated net proceeds from the issue of New
Shares and based on our Companys pre-Placement share capital of
124,800,000 Shares
3.04 cents
(b)
after adjusting for the estimated net proceeds from the issue of New
Shares and based on our Companys post-Placement share capital of
160,320,000 Shares
7.09 cents
Premium of Placement Price over the Adjusted NTA per Share as at 30 June
2015:
(a)
before adjusting for the estimated net proceeds from the issue of New
Shares and based on our Companys pre-Placement share capital of
124,800,000 Shares
722.37%
(b)
after adjusting for the estimated net proceeds from the issue of New
Shares and based on our Companys post-Placement share capital of
160,320,000 Shares
252.61%
EPS
Pro forma unaudited EPS of our Group for FY2014 based on our Companys
post-Placement share capital of 160,320,000 Shares
0.78 cents
Pro forma unaudited EPS of our Group for FY2014 based on our Companys
post-Placement share capital of 160,320,000 Shares, assuming the Service
Agreements have been in place since 1 January 2014
0.52 cents
For illustrative purposes only, the unaudited EPS of our Group for the
trailing 12-month period ended 30 June 2015 based on our Companys
post-Placement share capital of 160,320,000 Shares (1)
1.85 cents
For illustrative purposes only, the unaudited EPS of our Group for the
trailing 12-month period ended 30 June 2015 based on our Companys
post-Placement share capital of 160,320,000 Shares, assuming the Service
Agreements have been in place since 1 July 2014 (1)
1.58 cents
PER
Pro forma unaudited PER based on the Placement Price and the pro forma
unaudited EPS of our Group for FY2014
32.05 times
Pro forma unaudited PER based on the Placement Price and the pro forma
unaudited EPS of our Group for FY2014, assuming the Service Agreements
have been in place since 1 January 2014
48.08 times
35
ISSUE STATISTICS
For illustrative purposes only, the unaudited PER based on the Placement
Price and the unaudited EPS of our Group for the trailing 12-month period
ended 30 June 2015 (1)
13.51 times
For illustrative purposes only, the unaudited PER based on the Placement
Price and the unaudited EPS of our Group for the trailing 12-month period
ended 30 June 2015, assuming the Service Agreements have been in place
since 1 July 2014 (1)
15.82 times
Net Operating Cash Flow (2)

Pro forma unaudited net operating cash flow per Share of our Group for
FY2014 based on our Companys post-Placement share capital of
160,320,000 Shares
0.49 cents
Pro forma unaudited net operating cash flow per Share of our Group for
FY2014 based on our Companys post-Placement share capital of
160,320,000 Shares, assuming the Service Agreements had been in place
since 1 January 2014
0.22 cents
Price To Net Operating Cash Flow

Ratio of Placement Price to pro forma unaudited net operating cash flow per
Share of our Group for FY2014 based on our Companys post-Placement
share capital of 160,320,000 Shares
51.02 times
Ratio of Placement Price to pro forma unaudited net operating cash flow per
Share of our Group for FY2014 based on our Companys post-Placement
share capital of 160,320,000 Shares, assuming the Service Agreements
have been in place since 1 January 2014
113.64 times
Market Capitalisation
Market capitalisation based on the Placement Price and our Companys
post-Placement share capital of 160,320,000 Shares
S$40.08 million
Notes:
(1)
The pro forma unaudited EPS and pro forma unaudited PER of our Group for the trailing 12-month period ended 30
June 2015 are based on unaudited management figures derived arithmetically from the earnings from the
abovementioned period and provided for illustrative purposes only.
(2)
Net operating cash flow refers to pro forma net cash provided by operating activities.
36
RISK FACTORS
Prospective investors should carefully consider and evaluate each of the following considerations
and all the other information set forth in this Offer Document (including the financial statements
and the notes thereto) before deciding to invest in our Shares. Some of the following
considerations relate principally to the industry in which we operate and our business in general.
Other considerations relate principally to general economic, political and regulatory conditions,
the securities markets and ownership of our Shares, including possible future dilution in the value
of our Shares. These are not the only risks we face. Some risks are not yet known to us and there
may be others which we currently believe are not material but may subsequently turn out to be so.
Factors that affect the price of our Shares may change, and the following should not be construed
as a comprehensive listing of all the risk factors. Prospective investors are advised to apprise
themselves of all factors involving the risks of investing in our Shares from their professional
advisers before making any decision to invest in our Shares.
This Offer Document also contains forward-looking statements having direct and/or indirect
implications on our future performance. Our actual results could differ materially from those
anticipated in these forward-looking statements as a result of certain factors, including the risks
and uncertainties faced by us described below and elsewhere in this Offer Document including in
the sections titled Managements Discussion and Analysis of Results of Operations and Financial
Position of our Group and Managements Discussion and Analysis of Results of Operations and
Financial Position of our Pro Forma Group of this Offer Document.
RISKS RELATING TO OUR BUSINESS AND THE INDUSTRY
Our revenue and profitability may be unpredictable due to the project nature of our
business
Our Groups operational results have fluctuated historically and may fluctuate in the future
depending on factors, including but not limited to, the size, timing and profitability of significant
engagements undertaken by our subsidiaries, number of recurring engagements, accuracy of
estimates of resources and time required to complete ongoing engagements, or changes in the
variety of services provided to our clients.
We provide our services to a diverse client base on a project basis with each engagement varying
in scope, size and complexity. As such, the terms and conditions of each engagement, including
the payment schedule, are often negotiated and determined on a project-by-project basis. In
relation to our Tax Advisory and Business Consultancy businesses, fees may be payable based
on milestones agreed with our clients. If the requisite milestones are not met, which may be due
to reasons out of our Groups control, our Group would not be entitled to the portion of the fees
derived from such milestone payments, even if a substantial amount of time and resources have
been expended in rendering the services. In the event that a large number of our engagements
are not completed, our revenue and profitability would be unpredictable and will be adversely
affected.
While we may collect a mobilisation fee which amounts up to approximately 30% of our Groups
revenue for the financial year ended 31 December 2014 prior to commencing work, followed by
certain fees received when the requisite milestones are met, the remaining portion of our fees may
be collected only after the final delivery of our services. Hence, we are exposed to the risk of bad
debts should our clients face financial difficulties or if they decline, neglect or fail to fulfil their
payment obligations to us. In the event that we are unable to collect payments due to us from our
clients, we will have to provide for impairment loss on our receivables or incur write-offs of debts,
all of which will have an adverse effect on our business, results of operations and prospects.
37
RISK FACTORS
While we have established long-term working relationships with our clients, we generally do not
enter into long term contracts for our services. We have to continuously and consistently secure
new clients and/or mandates. If we are unable to secure new mandates of a similar contract value,
size or margins to existing ones and/or our secured mandates are delayed or prematurely
terminated because of factors such as changes in the circumstances of the transaction or the
market conditions, this may adversely affect our business, financial performance and financial
condition.
In addition, a high percentage of our operating expenses, particularly for personnel and facilities,
are fixed in advance of any particular financial year. Unanticipated variations in the number and
timing of our projects, any delay or premature termination of any secured mandates without
adequate compensation will result in a material adverse effect on our business, financial condition
and results of operations.
We may be affected by any changes in the general economic, regulatory, political and social
conditions and developments in Malaysia and globally
As at the Latest Practicable Date, our business operations are focused in Malaysia. Our Group
anticipates that the provision of our Tax Advisory, Business Consultancy, EMS Application and
Business Support services to the Malaysian market will continue to represent a significant portion
of the total revenue of our Group in the near future. Our Group is also exposed to economic,
regulatory, political and social conditions globally due to the international nature of our key clients.
As such, our business may be materially and adversely affected by developments in Malaysia and
globally in relation to gross domestic product growth, interest rates, availability of credit,
unemployment rates and government policies and regulations. We have no control over such
conditions and developments and there is no assurance that such conditions and developments
will not occur and adversely affect our business operations.
Given the uncertainties of the future economic outlook, there is no assurance that we will be able
to maintain or continue the rapid growth of our business, or that we will be able to react promptly
to any change in economic conditions. In the event that we fail to react promptly to the changing
economic conditions, our performance and profitability could be adversely affected. There is also
no assurance that the factors which have contributed to the success of our Group during the past
few years will continue into the future. Our financial performance, future plans and business
operations may be adversely affected if these conditions deteriorate in the future.
We are subject to relevant legislation and regulations
Our subsidiaries and professionals are required to maintain various professional licences and
registrations to operate our businesses. The relevant regulatory authorities determine the criteria
that must be met before they grant or renew licences which are essential for our business and
operations. For instance, the financial condition of our Tax Advisory business would be adversely
affected if the relevant executives are not able to renew their tax agent authorisation under
Section 153(3) of the Malaysia Income Tax Act or Section 170(1) of the Malaysia GST Act. Further,
if we are unable to renew our certification of registration as a consultancy or supplier firm with the
Malaysian Ministry of Finance, then we would not be able to tender for certain Government
contracts and this may negatively impact our business, results of operations, financial condition
and prospects. As at the Latest Practicable Date, to the best of our Directors knowledge, our
Group has obtained all the necessary licences and registrations for our business and operations.
While there have been no previous instances of failure to obtain licence or registration renewals,
there is no assurance that our licences or registrations will be renewed upon expiry.
38
RISK FACTORS
Our subsidiaries, Columbus Softnex and PTA Global Business Services, also enjoy MSC Malaysia
status. In the event that we no longer comply with the requirements, we would not be able to enjoy
income tax exemption for the relevant periods.
Furthermore, existing legislation and regulations are subject to changes which may require our
Group to apply for new licences and permits, and there is no assurance that we will be able to
obtain these new licences and permits. Failure to renew or obtain such licences and permits may
have an adverse impact on our operations and financial performance. If more restrictions and/or
additional compliance requirements are imposed by the regulatory authorities on our Group, our
conduct of business may be restricted, we may face higher operating costs and our financial
performance may be adversely affected.
We may be subject to potential liability from negligence or other legal claims
If our Group fails to meet the expectations of our clients in delivering quality professional services,
our clients may commence legal proceedings against us for alleged gross negligence, wilful
misconduct, non-performance or delay in the delivery of services on our part. In the event that
such legal proceedings are not concluded in our favour and we are made liable for damages and
have to provide compensation, incur legal costs, or we accept settlement terms that are
unfavourable to us, our financial performance and financial position will be adversely affected. We
may also have to pay certain clients liquidated and ascertained damages if we fail to meet our
obligations.
While our liability under certain letters of engagements may be limited to the charges paid to us
for our services rendered, to the extent that such clauses are unenforceable or our clients demand
the elimination of the limitation of liability provisions, we may be liable for large sums of civil
penalties which may adversely affect the financial conditions of our Group.
Further, we have also entered into certain letters of engagement which provide that we have to
indemnify and hold harmless our clients against, among others, all costs, claims, damages,
losses, expenses, demands, causes of action and proceedings of whatsoever nature arising from
or contributed to by any act, omission, breach, non-observance, non-performance or negligence
by our subsidiaries or our employees. As such, we may have to bear civil penalties which may
adversely affect the business, financial condition and operations of our Group. In the event that
we are found to have, among others, breached our terms of engagement, or are found to be
negligent, we may have to provide such indemnities which may also tarnish our reputation and
goodwill with our clients.
Our subsidiaries, namely, Taxand Malaysia, Columbus Advisory and Columbus Softnex have
taken out professional indemnity insurance, pursuant to the relevant regulatory and/or contractual
requirements to reduce our exposure to the financial consequences arising from professional
negligence claims. However, such professional indemnity insurance may not be adequate to cover
claims that our clients may bring against our Group. As a result, we may have to bear the costs
of any uninsured risk or uninsured amount, which can have a material and adverse effect on our
business, results of operations, financial condition and prospects.
Our insurance coverage may not be adequate
Apart from professional indemnity insurance, we have also taken up insurance policies for risks
such as group health plan insurance policies and special all-risk policies on our office equipment.
While our Directors believe we have sufficient insurance coverage in accordance with industry
39
RISK FACTORS
standards and business practices, we cannot assure you that our existing insurance coverage will
be sufficient to indemnify us against all such losses. We may also be required to increase our
insurance coverage which may result in increased costs for our Group.
There are also certain types of risks that are not covered by our insurance policies because they
are either uninsurable or not economically insurable, including acts of war and acts of terrorism.
If such events were to occur, we may have to bear the costs of any uninsured risk or uninsured
amount, which can have a material and adverse effect on our business, results of operations,
financial condition and prospects.
We are dependent on certain key personnel and professional staff for our continued growth
Our subsidiaries success has been largely attributable to the contributions and expertise of our
Executive Chairman, Dr. Veerinderjeet Singh, our Finance Director, Dato Peter Tang, and our
Executive Director, Mr. Ranjit Singh, who collectively have more than 95 years of experience in the
professional services industry. They are responsible for formulating and implementing our growth,
corporate development and overall business strategies. They also hold the requisite professional
qualifications in order for our Group to carry out our Tax Advisory and Business Support
businesses. We currently do not maintain any key man insurance. Any loss of the services of any
of our key personnel without a suitable and timely replacement could materially and adversely
affect our business, results of operations and financial condition.
In addition, we are also dependent on our Executive Officers and our subsidiaries managing
directors who have had extensive experience in our industry. They play a key role in marketing
activities, performing our Groups services and providing our clients with timely, cost effective and
quality professional services. They are also responsible for managing certain of our specialised
services such as the EMS Application. Further, the market for management-level executives and
high quality professionals is very competitive and we may experience difficulties in hiring or
retaining executives or professional staff with appropriate qualifications and expertise at the
current remuneration provided. Any increase in competition for executives or high quality
professionals may increase our labour costs. Consequently, if we are not able to pass on the
increase in labour costs to our clients, our financial performance will be adversely affected. The
supply of professionals may also be subject to rules and laws imposed by the authorities. In the
event that there is a shortage of qualified professionals, our operations and profitability may be
adversely affected.
We may be dependent on the services of our sub-contractors
We may engage sub-contractors to provide services such as project management, document
editing, legal advice and providing new application software programs, where we require their
specific and additional expertise to complement our services. These sub-contractors are selected
based on, inter alia, their competitive pricing and past performance. Generally, we are also
entitled to deduct a certain retention sum to be held by us until we receive satisfactory fulfilment
of their work. However, we cannot ensure that the services rendered by these sub-contractors will
be satisfactory, that they will meet our requirements or that they will deliver in a timely manner. In
the event of any loss or damage which arises from the default of the sub-contractors, we may
nevertheless be liable for our sub-contractors default. Thus, these sub-contractors inability to
carry out their work may cause delays in the completion of our engagements, resulting in
additional costs to us or exposing us to the risk of liquidated damages.
40
RISK FACTORS
We may be liable for past non-compliance of statutory provisions in relation to stamping of
service agreements
Effective 1 January 2009, the MSA provides that service agreements are subject to stamp duties
under Item 22 of the First Schedule of the MSA, and such stamp duties, unless commercially
agreed otherwise, shall be paid by the party obliged to make payment for services rendered.
Section 63(1)(b) of the MSA further provides that any person who, having drawn, made, executed
or signed, otherwise than as a witness, any instrument whatsoever chargeable with duty without
the same being duly stamped, fails, without lawful exercise, to procure the due stamping thereof
within the time within which such instrument may be stamped without penalty under the MSA, shall
be liable to a fine not exceeding RM1,500. Since January 2009, Columbus Advisory has received
services through various sub-contractor agreements, which have not been stamped and may, as
such, be liable to fines of up to approximately RM50,000, in aggregate, under Section 63(1)(b) of
the MSA. The failure to stamp the relevant agreements does not affect the validity or the binding
nature of the agreements as contracts between parties under Malaysia law though an agreement
may not be adduced as evidence in court proceedings until payment of the unpaid duty and any
penalty for late stamping is made.
Following from the above, pursuant to a deed of indemnity dated 2 October 2015, our Executive
Director, Mr. Ranjit Singh, shall indemnify our Group against, among others, any stamp duty
penalties or fines which may be imposed by the Malaysian Inland Revenue Board in relation to the
abovementioned sub-contractor agreements. Please refer to the section titled General
Information on our Group Government Regulations Malaysian Stamp Duty Act 1949 for further
details of the relevant processes and procedures implemented by our Company in relation to
these non-compliances.
We may be affected by any adverse impact on our reputation and goodwill
As a professional services firm, our Groups ability to secure new engagements depends heavily
upon the reputation of our Group, Directors, Executive Officers or Controlling Shareholders, and
the individual reputation of our professional staff. Negative publicity associated with our Group or
that of our professional staff, including not meeting clients expectations or misconduct by our
professional staff could result in our clients losing confidence in our services, and this could
negatively affect our business relationships with them and deter them from referring new business
opportunities to us.
Furthermore, negative publicity or announcements relating to any of our Directors, Executive
Officers or Controlling Shareholders, whether or not it is justified, may also adversely affect the
market perception of our Group or the performance of the price of our Shares. For instance, such
negative publicity may arise from unsuccessful attempts in joint ventures, acquisitions or
take-overs, or involvement in insolvency proceedings.
Our operations may be adversely affected by breakdowns in our information technology
infrastructure
We rely on our information technology infrastructure to develop and maintain our EMS Application
software, implement our Groups internal control systems as well as manage our business
operations. Our information technology infrastructure could temporarily shut down if there are
unexpected attacks, emergencies or contingencies such as a computer virus attack, natural
disasters, a significant power outage covering multiple cities or a terrorist attack. While we have
not experienced any incidents of system disruption or failure that resulted in an adverse impact
to our Group, there is no assurance that this will not occur in the future. Although we have devised
and implemented a business continuity plan and data recovery plan, including multiple back-ups,
41
RISK FACTORS
any disruption or failure to our information technology infrastructure could hinder our ability to
render quality professional services, reduce client satisfaction, result in our payment of
indemnities and/or adversely affect our reputation, operations and prospects, which would have
an adverse effect on our Groups financial condition and results of operations.
We are exposed to the risk of unauthorised use and disclosure of our clients information
In the process of rendering our professional services, we would have to handle, store and manage
private and confidential information relating to our clients finances, organisational structure, and
details of proposed transactions which may be market-sensitive. We are also required to comply
with the requirements under the Personal Data Protection Act 2010. As such, we may become
subject to civil claims by our clients or criminal investigations by appropriate authorities if our
clients proprietary information is disclosed (whether or not intentionally). A compromise of our
security or a perceived compromise of our security could result in costly litigation and potential
liability for our Group as well as generate negative publicity which may cause us to lose clients
and business.
In the event that our Group or our professional staff use such insider information, this may also
be a violation of securities laws and regulations which may result in civil and criminal penalties
that would adversely affect our Groups reputation.
Our Group does not have a long established operating history and we may face
uncertainties associated with the expansion of our business
While our subsidiaries have a track record of providing specialised professional services, our
Group was formed pursuant to the Restructuring Exercise. Thus, we do not have a long
established operating history as a Group, making it difficult for investors to assess our Groups
future performance.
In addition, we intend to expand our businesses to new geographical areas both within and
outside of Malaysia through, inter alia, acquisitions, joint ventures and/or strategic alliances which
we believe will complement our current and future businesses and contribute to our growth.
Details of our future plans are discussed under the section titled General Information on our
Group Business Strategies and Future Plans of this Offer Document.
Implementation of such future plans may require substantial capital expenditure and financial
resources and may involve a number of risks, including but not limited to, the incurrence of
working capital requirements and exposure of our business to unforeseen liabilities and risks
associated with entering into new markets or new businesses. While it is expected that these
expansion plans will lead to increased revenue and enhance our Groups profit, there is no
assurance that these plans will be successfully implemented. Our Group may also face difficulties
assimilating the management, operations, services and personnel from different cultural work
environments, and result in the possible diversion of management attention from its present
business concerns. The successful implementation of our growth strategies depends on our ability
to identify suitable directors and the successful integration of their operations with ours. There is
no assurance that we will expand our operations overseas or explore acquisitions, joint ventures
and/or strategic alliances that are complementary to our businesses. In expanding to new
geographical regions, we would also have to comply with the requisite laws and regulations
governing business entities in those jurisdictions. This may result in increased compliance costs
for our Group. We would also be further adversely affected by changes in and uncertainty
surrounding governmental policies, in particular with respect to business laws and regulations,
42
RISK FACTORS
licences and permits, taxation, inflation, interest rates, currency fluctuations, price and wage
controls, exchange control regulations, labour laws and expropriation in these new geographical
areas.
We may not be able to compete successfully in our industry
We compete with multidisciplinary professional service networks of various sizes providing similar
services in our industry. Our indirect competitors include both law and accounting firms and
companies providing services in the areas of tax advisory, business consultancy, and business
support services. Our Group generally competes with our competitors on providing, among others,
quality service to clients, competitive pricing and innovative solutions.
Despite the high barriers to entry into the professional services industry, there is no assurance that
our competitors or potential competitors would not be in a better position to expand their market
share, through their, inter alia, longer operating history, larger client base, wider range of services,
greater access to financial, technological and marketing resources. Our competitors may also be
able to replicate and provide more effective enterprise management systems or other similar risk
management databases such as our EMS Application. If we are unable to compete effectively with
our competitors, we may not be able to maintain, and may lose our market share, and our financial
condition, and results of operations will be adversely affected.
Our subsidiary, Taxand Malaysia, is a member of Taxand and has been operating under the
Taxand brand name
Our subsidiary, Taxand Malaysia, is a member of Taxand. Please refer to the section titled
General Information on our Group Intellectual Property for more information.
Although we are able to utilise the Taxand brand name through the Taxand Alliance Agreement
and our use of the Taxand brand name has not been infringed or challenged since Taxand
Malaysias incorporation, there can be no assurance that the intellectual property rights relating
to the brands and trademarks used by us, through the Taxand Alliance Agreement, will not be
infringed or that ownership of such brands and trademarks will not be challenged by third parties
in future. Therefore, we may be exposed to legal proceedings or arbitrations brought against us
by such third party in respect of our use of the brands and trademarks. These legal proceedings
may result in monetary losses and may prevent us from further using such brands and trademarks.
In such an event, our business and financial performance may be negatively affected.
In addition, if our Group or member firms of Taxand are unable to maintain the image of the
Taxand brand names and quality standards associated with the Taxand brand names which
negatively affects the reputation of the brand, this may have an adverse impact on our business
and financial performance. In addition, any unauthorised use of the brands and trademarks or
variants thereof by third parties may also harm our reputation and consequently our business,
profitability and financial performance.
We may be affected by terrorist attacks, natural disasters, outbreaks of communicable
diseases and other events beyond our control
Terrorist attacks, natural disasters, outbreaks of communicable diseases and other events beyond
our control may (a) directly have an adverse effect on our Groups results of the operations or (b)
indirectly have an adverse effect on our Groups results of operations by causing an economic
downturn in Malaysia and globally. Although such acts of God have not materially affected our
43
RISK FACTORS
Group in the past, the consequences of any such terrorist attacks, natural disasters, outbreaks of
communicable diseases or other events beyond our control are unpredictable and unforeseeable,
and may have an adverse effect on our business operations and financial position.
RISKS RELATING TO AN INVESTMENT IN OUR SHARES
We are a Labuan incorporated company and the rights and protection accorded to our
Shareholders may be different from those applicable to shareholders of a Singapore
incorporated company
We are incorporated in Labuan as a company limited by shares under the Labuan Companies Act.
The Singapore Companies Act may provide shareholders of Singapore incorporated companies
rights and protection of which there may be no corresponding or similar provisions under Labuan
Companies Act. As such, if you invest in our Shares, you may or may not be accorded the same
level of Shareholders rights and protection that a shareholder of a Singapore incorporated
company may be accorded under the Singapore Companies Act. Please see the section titled
Appendix D Comparison between Singapore Companies Law and Labuan Companies Law of
this Offer Document for a comparison of companies law between Singapore and Labuan, and the
section titled Appendix G Comparison between our Articles of Association and Appendix 4C of
the Catalist Rules of this Offer Document for a comparison of our Articles of Association and the
requirements pursuant to Appendix 4C of the Catalist Rules, for more details.
Each of the summaries and explanatory statements is not intended to be and does not constitute
legal advice and any person wishing to have advice on the differences between the Labuan
Companies Act and the Singapore Companies Act and/or the laws of any jurisdiction with which
he is not familiar is recommended to seek independent legal advice.
Exchange rate fluctuations may adversely affect the value of our Companys dividends
Dividends, if any, in respect of our Shares will be declared in RM and converted by our Company
into S$ for those investors whose Shares are held through CDP. Please refer to the section titled
Dividend Policy of this Offer Document for more details. Fluctuations in the exchange rate
between the S$ and the RM will affect, among others, the S$ value of our Companys dividends,
if any, declared in RM and paid in S$.
As a significant portion of our operations and assets are located outside Singapore,
investors may find it difficult to enforce a Singapore judgement against our Group or
management
A significant portion of our Groups operations and assets are located outside Singapore.
Accordingly, Shareholders may face difficulties in effecting service of process in Singapore if they
intend to make a claim against our Group, or to carry out the enforcement of a Singapore
judgement against the assets of our Group.
Investments in securities quoted on Catalist involve a higher degree of risk and can be less
liquid than shares quoted on the Main Board of the SGX-ST
An application has been made for our Shares to be listed for quotation on Catalist, a listing
platform designed primarily for fast-growing and emerging or smaller companies to which a higher
investment risk tends to be attached as compared to larger or more established companies. An
investment in shares quoted on Catalist may carry a higher risk than an investment in shares
quoted on the Main Board of the SGX-ST.
44
RISK FACTORS
An active trading market for our Shares may not develop and could affect the trading price
of our Shares
Prior to the Placement, there has been no public market for our Shares. Although an application
has been made to the SGX-ST for the listing and quotation of our Shares on Catalist, there can
be no assurance that there will be a liquid public market for our Shares after the Placement. If an
active public market for our Shares does not develop after the Placement, the market price and
liquidity of our Shares may be adversely affected.
The rules of the Listing Manual require that companies applying for listing of their equity securities
on Catalist meet certain minimum shareholding spread and distribution requirements. While we
will need to meet these requirements in order to list our Shares on Catalist, these requirements
are only minimum requirements and our shareholding spread and distribution may not
substantially exceed these limits or may even fall below these limits after the Placement. In the
case where the percentage of our post-Placement share capital held by public shareholders is
less than 10.0%, the SGX-ST may suspend trading of our Shares. As a result, liquidity of our
Shares can be materially curtailed and there may be no or limited trading in our Shares, and you
may not be able to acquire Shares or sell your Shares in our Company, either at a favourable price
or at all. In addition, if shares, such as our Shares, have only limited liquidity, the price of such
shares can fluctuate significantly as a result of only one or a small number of trades in these
shares.
Our share price may fluctuate significantly in future and you may lose all or part of your
investment, and litigation may be brought against us
There is no assurance that the market price for our Shares will not decline below the Placement
Price. The Placement Price was determined after consultation between our Company and the
Sponsor, Issue Manager and Placement Agent after taking into consideration, among others,
market conditions and estimated market demand for our Shares. The Placement Price may not
necessarily be indicative of the market price for our Shares after the completion of the Placement.
Investors may not be able to sell their Shares at or above the Placement Price. The prices at which
our Shares will trade after the Placement may fluctuate significantly and rapidly as a result of,
among others, the following factors, some of which are beyond our control:
(a)
variation in our results of operations;
(b)
perceived prospects and future plans for our business and the general outlook of our
industry;
(c)
changes in securities analysts estimates of our results of operations and recommendations;
(d)
announcements by us of significant contracts, acquisitions, strategic alliances or joint

ventures or capital commitments;
(e)
the valuation of publicly-traded companies that are engaged in business activities similar to
ours;
(f)
additions or departures of key personnel;
(g)
fluctuations in stock market prices and volume;
(h)
involvement in litigation;
45
RISK FACTORS
(i)
general economic and stock market conditions; and
(j)
discrepancies between our actual operating results and those expected by investors and
securities analysts.
The stock markets have from time to time experienced significant price and volume fluctuations
that have affected the market prices of securities. These fluctuations often have been unrelated
or disproportionate to the operating performance of publicly-traded companies. In the past,
following periods of volatility in the market price of a particular companys securities, an investor
may lose all or part of his investment and litigation has sometimes been brought against that
company. If similar litigation is instituted against us, it could result in substantial costs and divert
managements attention and resources from our core business.
Investors in our Shares would face immediate and substantial dilution in the NTA per Share
and may experience future dilution
The Placement Price of S$0.25 per Share is substantially higher than our Groups pro forma NTA
per Share as at 30 June 2015 of approximately 7.09 cents based on the post-Placement share
capital and after adjusting for the issue of the PPCF Shares and the estimated net proceeds due
to our Company from the Placement. If we were liquidated immediately following this Placement,
each investor subscribing for this Placement would receive less than the price they paid for their
Shares. Please refer to the section titled Dilution of this Offer Document for more information.
In addition, we may issue Performance Shares or Option Shares under our Performance Share
Plan or Share Option Scheme. To the extent that such Performance Shares or Option Shares are
issued, there may be further dilution to investors participating in the Placement. Please refer to the
sections titled The Axcelasia Performance Share Plan and The Axcelasia Employee Share
Option Scheme of this Offer Document for more information.
Future issuance of Shares by us and sale of Shares by our existing Shareholders may
adversely affect the price of our Shares
In the event we issue or our Shareholders sell substantial amounts of our Shares in the public
market following this Placement, the price of our Shares may be adversely affected. Such issues
or sales may also make it difficult for us to issue new Shares and raise the necessary funds in the
future at a time and price we deem appropriate.
Except as otherwise described in the section titled Shareholders Moratorium of this Offer
Document, there will be no restriction on the ability of our Shareholders to sell their Shares either
on Catalist or otherwise.
We may require additional funding in the form of equity or debt for our future growth which
will cause dilution in Shareholders equity interest
We may pursue opportunities to grow our business through joint ventures, strategic alliance,
acquisitions or investment opportunities, following the Placement. However, there can be no
assurance that we will be able to obtain additional funding on terms that are acceptable to us or
at all. If we are unable to do so, our future plans and growth may be adversely affected.
46
RISK FACTORS
An issue of Shares or other securities to raise funds will dilute Shareholders equity interests and
may, in the case of a rights issue, require additional investments by Shareholders. Further, an
issue of Shares below the then prevailing market price will also affect the value of Shares then
held by investors. Dilution in Shareholders equity interests may occur even if the issue of Shares
is at a premium to the market price.
In addition, any debt funding may restrict our freedom to operate our business as it may have
conditions that:
(a)
limit our ability to pay dividends or require us to seek consents for the payment of dividends;
(b)
increase our vulnerability to general adverse economic and industry conditions;
(c)
require us to dedicate a portion of our cash flow from operations to repayments of our debt,
thereby reducing the availability of our cash flow for capital expenditures, working capital and
other general corporate purposes; and
(d)
limit our flexibility in planning for, or reacting to, changes in our business and our industry.
The current disruptions, volatility or uncertainty of the credit markets could limit our ability to
borrow funds or cause our borrowings to be more expensive in future. As such, we may be forced
to pay unattractive interest rates, thereby increasing our interest expense, decreasing our
profitability and reducing our financial flexibility if we take on debt financing.
Investors may not be able to participate in future issues or certain other equity issues of
our Shares
In the event that we issue new Shares, we will be under no obligation to offer those Shares to our
existing Shareholders at the time of issue, except where we elect to conduct a rights issue.
However, in electing to conduct a rights issue or certain other equity issues, we will have the
discretion and may also be subject to certain regulations as to the procedures to be followed in
making such rights available to Shareholders or in disposing of such rights for the benefit of such
Shareholders and making the net proceeds available to them. In addition, we may not offer such
rights to our existing Shareholders having an address in jurisdictions outside of Singapore.
Accordingly, certain Shareholders may be unable to participate in future equity offerings by us and
may experience dilution in their shareholdings as a result.
Certain transactions may dilute the ownership of holders of our Shares
As a result of adjustments from rights offerings, certain issuances of new Shares and certain other
actions we may take to modify our capital structure, Shareholders may experience a dilution in
their ownership of our Shares. There can be no assurance that we will not take any of the
foregoing actions, and such actions in the future may adversely affect the market price of our
Shares.
Control by our Substantial Shareholders of our share capital after the Placement may limit
your ability to influence the outcome of decisions requiring the approval of Shareholders
After the completion of the Placement, Dr. Veerinderjeet Singh, Dato Peter Tang, and Mr. Ranjit
Singh, will hold in aggregate approximately 57.45% of our issued share capital of our Company.
As a result, the abovementioned Substantial Shareholders will be able to significantly influence
47
RISK FACTORS
our corporate actions such as mergers or takeover attempts in a manner which may not be in line
with the interests of our public Shareholders. They will also have veto power in relation to any
shareholders action or approval requiring a majority vote except in situations where they are
required by the Catalist Rules, the SGX-ST or undertakings given by them and their Associates
to abstain from voting. Such concentration of ownership may also have the effect of delaying,
preventing or deterring a change in control of our Group which may not benefit our Shareholders.
We may not be able to pay dividends in the future
Our ability to declare dividends to our Shareholders in the future will be contingent on our future
financial performance and distributable reserves of our Company. This is in turn dependent on our
ability to implement our future plans, and on regulatory, competitive, technical and other factors
such as general economic conditions, demand for and selling prices of our services and other
factors exclusive to the professional services industry. Any of these factors could have a material
adverse effect on our business, financial position and results of operations, and hence there is no
assurance that we will be able to pay dividends to our Shareholders after the completion of the
Placement.
Further, in the event that we are required to enter into any loan arrangements with any financial
institutions, covenants in the loan agreements may also limit when and how much dividends we
can declare and pay out.
Singapore take-over laws contain provisions, which may vary from those in other
jurisdictions, which could adversely affect the market price of the Shares
The Take-Over Code contains certain provisions that may possibly delay, deter or prevent a future
take-over or change in control. Under the Take-Over Code, except with the consent of the
Securities Industry Council of Singapore, any person acquiring an interest, whether by a series of
transactions over a period of time or not, either on his own or together with parties acting in
concert with him, in 30.0% or more of the voting Shares, is required to extend a take-over offer
for the remaining voting Shares in accordance with the Take-Over Code. Except with the consent
of the Securities Industry Council of Singapore, such a take-over offer is also required to be made
if a person holding between 30.0% and 50.0% (both inclusive) of the voting Shares, either on his
own or together with parties acting in concert with him, acquires additional voting Shares
representing more than 1.0% of the voting Shares in any six-month period. While the Take-Over
Code seeks to ensure an equality of treatment among Shareholders, its provisions could
substantially impede the ability of the Shareholders to benefit from a change of control and, as a
result, may adversely affect the market price of the Shares and the ability to realise any benefits
from a potential change of control.
48
USE OF PROCEEDS AND LISTING EXPENSES

Use of Proceeds
The estimated net proceeds to be raised by our Company and the Vendors from the Placement
(comprising the New Shares and the Vendor Shares), after deducting the aggregate estimated
cash expenses in relation to the Placement of approximately S$1.40 million, will be approximately
S$10.48 million.
We will not receive any of the proceeds from the Vendor Shares sold by the Vendors in the
Placement.
Net Proceeds from the Issue of New Shares
Based on the Placement Price, our estimated net proceeds from the issue of the New Shares,
after deducting the estimated cash expenses including our share of the placement commission
and other estimated expenses payable in relation to the Placement (estimated to be
approximately S$1.30 million), will be approximately S$7.58 million.
We intend to use our gross proceeds from the issue of the New Shares in the following manner:
Amount
(S$000)
Estimated amount
allocated for each
dollar of the gross
proceeds raised by
our Company
(as a % of the gross
proceeds raised
by our Company)
6,000
67.57
500
5.63
Working capital
1,080
12.16
Listing expenses to be borne by our Company
1,300
14.64
Total
8,880
100.00
Use of proceeds
Expand our business operations in Malaysia
and the ASEAN region and enhance our range
of professional services
Enhance our Groups office and support
infrastructure
Further details of our use of proceeds may be found in the section titled General Information on
our Group Business Strategies and Future Plans of this Offer Document.
The abovementioned represents the best estimate of our allocation of the net proceeds due to our
Company from the Placement based on our current plans and estimates regarding our anticipated
expenditures. Our actual expenditures may vary from these estimates and we may find it
necessary or advisable to reallocate the proceeds within the categories described above or to use
portions of the proceeds for other purposes. In the event we decide to reallocate such proceeds
for other purposes, we will publicly announce our intention to do so through a SGXNET
announcement on the internet at the SGX-ST website, http://www.sgx.com. In addition, we will
make periodic announcements on the use of the proceeds from the Placement as and when the
proceeds from the Placement are materially disbursed, and provide a status report on the use of
the proceeds from the Placement in our annual reports.
49
USE OF PROCEEDS AND LISTING EXPENSES

Pending the deployment of the net proceeds from the issue of the New Shares as aforesaid, the
funds will be placed in short-term deposits or money making instruments as our Directors may, in
their absolute discretion, deem fit.
Our Directors are of the opinion that there is no minimum amount which must be raised from the
Placement. None of the proceeds of the Placement will be used to discharge, reduce or to retire
any indebtedness of our Group.
Net Proceeds from Sale of the Vendor Shares
The estimated net proceeds attributable to the Vendors from the sale of the Vendor Shares after
deducting the Vendors share of placement commission (estimated to be approximately S$0.10
million) will be approximately S$2.90 million.
Listing Expenses
The estimated expenses payable by us in connection with the Placement and the application for
Listing, including the placement commission, management fees, legal and audit fees, fees
payable to the SGX-ST and all other incidental expenses in relation to the Placement are
estimated to amount to approximately S$1.30 million. The aggregate placement commissions will
be borne by the Vendors and our Company in the proportion in which the Placement Shares are
offered by the Vendors and our Company.
A breakdown of these expenses is as follows:
Estimated
Amount
(S$000)
Expenses borne by our Company

Listing and application fees
Professional fees (1)
Placement commission
(2)
Miscellaneous expenses
Total
Estimated amount
allocated for each
dollar of the gross
proceeds raised by
our Company
(as a % of the gross
proceeds raised
by our Company)
40
0.45
810
9.12
311
3.50
139
1.57
1,300
14.64
Notes:
(1)
These refer to the cash expenses payable by us in connection with the Placement and excludes the management
fee of S$450,000, which is part of the fee payable to the Sponsor and Issue Manager pursuant to the Management
Agreement which will be satisfied in full by the issue and allotment of 1,800,000 PPCF Shares at the Placement
Price. Please refer to the section titled Shareholders of this Offer Document for more details.
(2)
The amount of placement commission per Placement Share, agreed upon between the Placement Agent and our Company
is 3.5% of the Placement Price payable for each Placement Share. Please refer to the section titled General and Statutory
Information Management and Placement Arrangements of this Offer Document for more details.
Purchasers and/or subscribers of the Placement Shares may be required to pay brokerage or
selling commission of up to 1.0% of the Placement Price (and the prevailing GST thereon, if
applicable) to the Placement Agent or any sub-placement agent that may be appointed by the
Placement Agent.
50
DIVIDEND POLICY
Our Company was incorporated on 21 August 2015 and has not distributed any cash dividend on
our Shares since incorporation. Our subsidiaries have, in aggregate, declared dividends of
RM0.17 million, RM0.25 million, and RM2.95 million respectively in FY2012, FY2013, and
FY2014. As at the Latest Practicable Date, our subsidiaries have paid up these declared
dividends. No dividends were declared by our subsidiaries in respect of the period from 1 January
2015 to the Latest Practicable Date.
Our Directors intend to recommend and distribute dividends of not less than 50.0% of our profit
after tax for FY2016 and FY2017 (the Proposed Dividends) as we wish to reward Shareholders
for participating in our Groups growth. However, investors should note that all the foregoing
statements including the statement on the Proposed Dividends are merely statements of our
present intention and shall not constitute legally binding statements in respect of our future
dividends which may be subject to modification (including reduction or non-declaration thereof) in
our Directors sole and absolute discretion.
While our Directors intend to recommend and distribute the Proposed Dividends, we currently do
not have a fixed dividend policy. The form, frequency and amount of future dividends on our
Shares that our Directors may recommend or declare in respect of any particular financial year or
period will be subject to the factors outlined below as well as any other factors deemed relevant
by our Directors:
(a)
the level of our cash and retained earnings;
(b)
our actual and projected financial performance;
(c)
our projected levels of capital expenditure and expansion plans;
(d)
our working capital requirements and general financing condition; and
(e)
restrictions on payment of dividends imposed on us by our financing arrangements (if any).
The amount of dividends declared and paid by us in the past should not be taken as an indication
of the dividends payable in the future. No inference shall or can be made from any of the foregoing
statements as to our actual future profitability or ability to pay dividends in any of the periods
discussed. There can be no assurance that dividends will be paid in the future or of the amount
or timing of any dividends that will be paid in the future.
We may declare an annual dividend subject to the approval of our Shareholders in a general
meeting but the amount of such dividend shall not exceed the amount recommended by our
Directors. Our Directors may also declare an interim dividend without the approval of our
Shareholders. Our Company may pay dividends to our Shareholders only out of our profits
pursuant to Section 140 of the Labuan Companies Act.
Our subsidiaries and our Company will declare and pay cash dividends to our Company and our
Shareholders, respectively, if any in RM. Depositors who hold Shares through CDP will receive
dividends from our Company in S$.
51
DIVIDEND POLICY
All dividends are paid pro rata among the Shareholders in proportion to the amount paid up on
each Shareholders Shares, unless the rights attached to an issue of any Shares provides
otherwise. Notwithstanding the foregoing, the payment by our Company to CDP of any dividend
payable to a Shareholder whose name is entered in the Depository Register shall, to the extent
of payment made to CDP, discharge our Company from any liability to that Shareholder in respect
of that payment.
Information relating to taxes payable on dividends is set out in the section titled Taxation of this
Offer Document.
52
SHARE CAPITAL
Our Company (Company Registration Number: LL12218) was incorporated in Labuan, Malaysia
on 21 August 2015 under the Labuan Companies Act as a company limited by shares under the
name of Axcelasia Inc..
Our issued and paid-up share capital as at the date of incorporation was S$3.00 comprising of
three Shares. As at the date of this Offer Document, our issued and paid-up share capital was
S$2,278,108 comprising 124,800,000 Shares.
Pursuant to the extraordinary general meeting held on 21 October 2015, our Shareholders
approved, inter alia, the following:
(a)
(i) the adoption of the new set of Articles of Association, and (ii) upon completion of the Sale
and Purchase Agreements and the Restructuring Agreement, the sub-division of each one
existing issued share capital of our Company into 123 ordinary shares in the capital of the
Company (Sub-division);
(b)
the allotment and issue of the New Shares which are the subject of the Placement and PPCF
Shares to PPCF in part satisfaction of their management fees as Sponsor and Issue
Manager, which when allotted, issued and fully paid, will rank pari passu in all respects with
the existing issued Shares;
(c)
the adoption of the Performance Share Plan, details of which are set out in the section titled
The Axcelasia Performance Share Plan of this Offer Document;
(d)
the adoption of the Share Option Scheme, details of which are set out in the section titled
The Axcelasia Share Option Scheme of this Offer Document;
(e)
the authority be given to our Directors to allot and issue Shares upon the grant of Awards
under the Performance Share Plan and the exercise of all Options (including the allotment
of Shares arising from the exercise of the Options to the selected individuals) granted under
the Share Option Scheme;
(f)
the listing and quotation of all the issued Shares (including the New Shares to be allotted and
issued pursuant to the Placement) the Performance Shares and the Option Shares to be
issued (if any) on Catalist;
(g)
the authority be given to our Directors to:

(A)
(i)
issue Shares whether by way of rights, bonus or otherwise;
(ii)
make or grant offers, agreements or options (collectively, Instruments) that

might or would require Shares to be issued, including but not limited to the creation
and issue of (as well as adjustments to) warrants, debentures or other instruments
convertible into Shares;
(iii) notwithstanding that such authority may have ceased to be in force at the time that
Instruments are to be issued, issue additional Instruments arising from
adjustments made to the number of Instruments previously issued in the event of
rights, bonus or other capitalisation issues,
at any time and upon such terms and conditions and for such purposes and to such
persons as our Directors may in their absolute discretion deem fit,
53
SHARE CAPITAL
(B)
issue Shares in pursuance of any Instrument made or granted by the Directors pursuant
to (g)(A)(ii) and/or (g)(A)(iii) above, while such authority was in force (notwithstanding
that such issue of Shares pursuant to the Instruments may occur after the expiration of
the authority contained in this resolution),
provided that:
(h)
(1)
the aggregate number of Shares to be issued pursuant to this resolution (including

Shares to be issued in pursuance of the Instruments, made or granted pursuant to this
resolution) shall not exceed 100.0% of the total number of issued Shares (excluding
treasury shares) in the capital of our Company (as calculated in accordance with
sub-paragraph (2) below), of which the aggregate number of Shares to be issued
(including Shares to be issued pursuant to the Instruments) other than on a pro rata
basis to existing Shareholders shall not exceed 50.0% of the total number of issued
Shares (excluding treasury shares) in the capital of our Company (as calculated in
accordance with sub-paragraph (2) below);
(2)
(subject to such calculation as may be prescribed by the SGX-ST) for the purpose of
determining the aggregate number of Shares (including Shares to be issued pursuant
to the Instruments) that may be issued under sub-paragraph (1) above, the percentage
of Shares that may be issued shall be based on the total number of issued Shares of
our Company (excluding treasury shares) immediately after the Placement, after
adjusting for: (a) new Shares arising from the conversion or exercise of the Instruments
or any convertible securities, (b) new Shares arising from exercising share options or
vesting of share awards outstanding and subsisting at the time of the passing of this
authority, provided that the options or awards were granted in compliance with the
Catalist Rules, and (c) any subsequent bonus issue, consolidation or sub-division of
Shares;
(3)
in exercising such authority, our Company shall comply with the provisions of the
Catalist Rules for the time being in force (unless such compliance has been waived by
the SGX-ST) and the Articles of Association for the time being of our Company; and
(4)
unless revoked or varied by our Company in a general meeting, such authority shall
continue in force until (i) the conclusion of the next annual general meeting of our
Company or (ii) the date by which the next annual general meeting of our Company is
required by law to be held, whichever is the earlier; and
that without prejudice to the generality of, pursuant and subject to the approval of the general
mandate to issue Shares set out in (g) above, any Director be and is hereby authorised to
issue Shares other than on a pro rata basis to the Shareholders, at a discount not exceeding
10.0% of the weighted average price of the Shares for trades done on the SGX-ST for the
full Market Day on which the placement or subscription agreement is signed (or if not
available, the weighted average price based on the trades done on the preceding Market Day
up to the time the placement or subscription agreement is signed), at any time and upon such
terms and conditions and for such purposes and to such persons as the Directors may in their
absolute discretion deem fit, provided that,
(1)
in exercising such authority so conferred in this paragraph (h), our Company shall
comply with the provisions of the Catalist Rules for the time being in force (unless such
compliance has been waived by the SGX-ST) and the Articles of Association for the time
being of our Company; and
54
SHARE CAPITAL
(2)
unless revoked or varied by our Company in general meeting, the authority so conferred
in this paragraph (h) shall continue in force until the conclusion of the next annual
general meeting of our Company or the date by which the next annual general meeting
of our Company is required by law to be held, whichever is the earlier.
As at the date of this Offer Document, there is only one class of Shares in the capital of our
Company. A summary of the Articles of Association of our Company relating to, among others, the
voting rights and privileges of our Shareholders is set out in the section titled Appendix F
Selected Extracts of our Articles of Association of this Offer Document.
There are no founders, management, deferred or unissued Shares reserved for issuance for any
purpose. The Placement Shares shall have the same interest and voting rights as our existing
issued Shares that were issued prior to this Placement and there are no restrictions to the free
transferability of our Shares.
Save for the Options which may be granted under the Share Option Scheme, no person has, or
has the right to be given by the Administration Committee, an option to subscribe for or purchase
any securities of our Company or any of our subsidiaries. No participant has been identified and/or
granted an Award for any Performance Shares by the Administration Committee pursuant to the
Performance Share Plan.
Upon the allotment and issue of New Shares, the resultant issued and paid-up share capital of our
Company will be increased to S$9,977,308 comprising 160,320,000 Shares.
Details of the changes in the issued and paid-up share capital of our Company since incorporation
and the resultant issued and paid-up share capital immediately after the Placement are set out
below:
Number of
issued Shares
Issued and fully paid-up Shares as at the date of
incorporation of our Company
Issued and fully paid-up Shares pursuant to the Restructuring
Exercise
Issued and
paid-up
share
capital
(S$)
999,997
1,828,105
1,000,000
1,828,108
Sub-division
Issue of PPCF Shares
123,000,000
1,800,000
1,828,108
450,000
Issued and paid-up share capital immediately before the

Placement
New Shares issued pursuant to the Placement
124,800,000
35,520,000
2,278,108
7,699,200 (1)
Post-Placement issued and paid-up share capital
160,320,000
9,977,308
Issued and paid-up share capital immediately after

the Restructuring Exercise
Note:
(1)
This takes into account the capitalisation of listing expenses of approximately S$1.18 million.
55
SHARE CAPITAL
The issued share capital and the shareholders equity of our Company after adjustments to reflect
the Restructuring Exercise, and the issue and allotment of the PPCF Shares and the New Shares
are set forth below. This should be read in conjunction with the Independent and Reporting
Auditors Report on the Audited Combined Financial Statements of Axcelasia Inc. and its
Subsidiary for the Financial Years Ended 31 December 2012, 2013 and 2014, the Independent
and Reporting Auditors Review Report on the Unaudited Combined Financial Statements of
Axcelasia Inc. and its Subsidiaries for the Six-Month Period Ended 30 June 2015 and the
Independent Auditors Assurance Report on the Compilation of Unaudited Pro Forma Financial
Information of Axcelasia Inc. and its Subsidiaries for the Financial Year Ended 31 December 2014
and the Financial Period Ended 30 June 2015 as set out in Appendices A, B and C respectively
of this Offer Document.
As at
Incorporation
After the
Restructuring Exercise,
the Sub-division and
the issue of PPCF Shares
After the
Placement
Issued and fully paid-up shares

(number of shares)
124,800,000
160,320,000
Issued and fully paid-up

share capital (S$)
2,278,108
9,977,308 (1)
Retained earnings (S$)
Total Shareholders equity (S$)
2,278,108
(119,200) (2)
9,858,108
Notes:
(1)
This takes into account the capitalisation of listing expenses of approximately S$1.18 million. The remaining share
of the estimated listing expenses of approximately S$0.12 million will be charged directly to the income statement
of our Group.
(2)
Includes the estimated listing expenses of approximately S$0.12 million.
Save as disclosed above, there have been no other changes in the share capital of our Company
since the date of its incorporation on 21 August 2015.
Save as set out in this section, the section titled Restructuring Exercise of this Offer Document
and in the following tables, there was no change in the issued/registered share capital or the
number and classes of shares of our Company and/or our subsidiaries within the last three years
preceding the Latest Practicable Date:
Columbus HR
Date of issue
20 January 2015
Number of
Share(s) issued
Subscription Price/
consideration
(RM)
Purpose of
issue
Resultant issued
share capital
(RM)
100,000
100,000
Incorporation
100,000
56
SHARE CAPITAL
PTA Global Business Services
Date of issue
8 April 2015
Number of
Share(s) issued
Subscription Price/
consideration
(RM)
99,998
99,998
Purpose of
issue
Capital
injection
Resultant issued
share capital
(RM)
100,000
Save as disclosed in this section and the section titled Restructuring Exercise of this Offer
Document, no share in or debenture of our Company or our subsidiaries have been issued, or is
proposed to be issued, as fully or partly paid-up for cash, or for a consideration other than cash.
57
SHAREHOLDERS
SHAREHOLDING AND OWNERSHIP STRUCTURE
The respective shareholdings of our Directors, Substantial Shareholders and other Shareholders
immediately before the Placement (as at the date of this Offer Document) and after the Placement
are summarised below:
Before the Placement
Direct Interest
After the Placement
Deemed Interest
Number of
Shares
Number of
Shares
Dr. Veerinderjeet Singh(1)
27,367,500
21.93
Dato Peter Tang(2)
36,223,500
29.02
3,444,000
Mr. Ranjit Singh(3)
Direct Interest
Deemed Interest
Number of
Shares
23,367,500
14.58
80,000
0.05
2.76
32,223,500
20.10
3,444,000
2.15
Number of
Shares
Directors
40,518,660
32.47
36,518,660
22.78
Mr. Tan See Yin
Datin Isharidah Binti Ishak
Ms. Lee Pih Peng
Mr. Derek Lee(4)
7,723,170
6.19
7,723,170
4.81
Mr. Kenny Wong
7,723,170
6.19
7,723,170
4.81
Datin Chai Seow Lin(2)
3,444,000
2.76
3,444,000
2.15
Ms. Rajinderpal Kaur(1)
80,000
0.05
Ms. Kushwin Kaur

a/l Taram Singh(3)
10,000
0.01
Ms. Lee Pho Yen(4)
24,000
0.02
1,800,000
1.44
1,800,000
1.12
47,406,000
29.57
124,800,000 100.00
160,320,000 100.00
Substantial Shareholders
(apart from the Directors)
Other Shareholders
PPCF(5)
Public
Total
Notes:
(1)
As at the date of this Offer Document, Ms. Rajinderpal Kaur, the spouse of our Executive Chairman, Dr.
Veerinderjeet Singh, has indicated her interest to subscribe for 80,000 Placement Shares, representing
approximately 0.05% of the post-Placement share capital of our Company. In the event that Ms. Rajinderpal Kaur
is allotted such number of Placement Shares, Dr. Veerinderjeet Singh will be deemed interested in the Shares held
by Ms. Rajinderpal Kaur.
(2)
Our Finance Director, Dato Peter Tang, is deemed interested in the shares held by his spouse and our Executive
Officer, Datin Chai Seow Lin.
(3)
As at the date of this Offer Document, Ms. Kushwin Kaur a/l Taram Singh, the sister of our Executive Director, Mr.
Ranjit Singh, has indicated her interest to subscribe for 10,000 Placement Shares and, in the event that she is
allotted such number of Placement Shares, she will have approximately 0.01% of the post-Placement share capital
of our Company.
(4)
As at the date of this Offer Document, Ms Lee Pho Yen, the sister of our Executive Officer and our Substantial
Shareholder, Mr. Derek Lee, has indicated her interest to subscribe for 24,000 Placement Shares and, in the event
that Ms. Lee Pho Yen is allotted such number of Placement Shares, she will have approximately 0.02% of the
post-Placement share capital of our Company.
(5)
Pursuant to the Management Agreement and as part of PPCFs management fees as the Sponsor and Issue
Manager, our Company issued and allotted to PPCF 1,800,000 PPCF Shares, representing approximately 1.44% of
the issued share capital of our Company prior to the Placement, at the Placement Price for each Share. After the
completion of the relevant moratorium period as set out in the section titled Shareholders Moratorium of this Offer
Document, PPCF will be disposing its shareholding interests in our Company at its discretion.
58
SHAREHOLDERS
Save as disclosed above, there are no relationships among our Directors, Substantial
Shareholders and Executive Officers.
As at the Latest Practicable Date, our Company has only one class of shares, being our Shares
which are in registered form. There is no restriction on the transfer of fully paid Shares except
where required by law or the Catalist Rules and as described in the section titled Shareholders
Moratorium of this Offer Document.
The Shares held by our Directors and Substantial Shareholders do not carry voting rights that are
different from the Placement Shares.
Our Directors are not aware of any arrangement, the operation of which may, at a subsequent
date, result in a change in control of our Company. There has been no public take-over offer by
a third party in respect of our Shares or by our Company in respect of the shares of another
corporation or units of business trust which has occurred between the date of the incorporation of
our Company to the Latest Practicable Date.
Save as disclosed above, our Company is not directly or indirectly owned or controlled, whether
jointly or severally by any other corporation, government or person.
Save as disclosed above and in the sections titled Share Capital and Restructuring Exercise
of this Offer Document, no shares or debentures were issued or agreed to be issued by our
Company for cash or for a consideration other than cash since the date of incorporation of our
Company and up to the date of lodgement of this Offer Document.
There are no Shares in our Company that are held by or on behalf of our Company or by the
subsidiaries of our Company.
Save as disclosed above and in the section titled Share Capital of this Offer Document, there
were no significant changes in the percentage of ownership of Shares in our Company within the
last three years preceding the Latest Practicable Date.
59
SHAREHOLDERS
VENDORS
The Vendors and the number of Vendor Shares which they will offer pursuant to the Placement are
set out below:
Shares held immediately
before the Placement
Vendor Shares offered pursuant

to the Placement
Shares held immediately

after the Placement
Name
Number
of Shares
% of
pre-Placement
share capital
Dr. Veerinderjeet
Singh(1)
27,367,500
21.93
4,000,000
3.21
2.50
23,367,500
14.58
Dato Peter Tang(1) 36,223,500
29.02
4,000,000
3.21
2.50
32,223,500
20.10
Mr. Ranjit Singh(1)
32.47
4,000,000
3.21
2.50
36,518,660
22.78
40,518,660
% of
% of
% of
Number pre-Placement post-Placement Number post-Placement
of Shares share capital
share capital
of Shares share capital
Note:
(1)
Dr. Veerinderjeet Singh is our Executive Chairman, Dato Peter Tang is our Finance Director and Mr. Ranjit Singh
is our Executive Director. Please refer to the section titled Directors, Executive Officers and Employees Directors
of this Offer Document for further details.
MORATORIUM
Executive Directors
To demonstrate their commitment to our Group, Dr. Veerinderjeet Singh, Dato Peter Tang and
Mr. Ranjit Singh, who collectively hold an aggregate of 92,109,660 Shares representing
approximately 57.45% of the issued and paid-up share capital of our Company immediately after
the Placement, have each undertaken not to, amongst others, sell, contract to sell, realise, assign,
transfer, pledge, grant any option to, dispose of or enter into any agreement that will directly or
indirectly constitute or will be deemed as a disposal of any part of their interests in our Company
for a period of six months commencing from the date of our admission to Catalist (the Initial
Period) and for a period of six months thereafter, not to sell, contract to sell, realise, assign,
transfer, pledge, grant any option to, dispose of or enter into any agreement that will directly or
indirectly constitute or will be deemed as a disposal of any part of their interests in our Company
to below 50.0% of each of their original shareholdings.
Relevant Executive Officers
Our Executive Officers, namely, Mr. Derek Lee, Mr. Kenny Wong and Datin Chai Seow Lin (the
Relevant Executive Officers) who collectively hold an aggregate of 18,890,340 Shares
representing approximately 11.78% of the issued and paid-up share capital of our Company
immediately after the Placement, have each undertaken not to, amongst others, sell, contract to
sell, realise, assign, transfer, pledge, grant any option to, dispose of or enter into any agreement
that will directly or indirectly constitute or will be deemed as a disposal of any part of their interests
in our Company for the Initial Period and for a period of six months thereafter, not to sell, contract
to sell, realise, assign, transfer, pledge, grant any option to, dispose of or enter into any
agreement that will directly or indirectly constitute or will be deemed as a disposal of any part of
their interests in our Company to below 50.0% of each of their original shareholdings.
60
SHAREHOLDERS
PPCF
Pursuant to the Management Agreement and as part of PPCFs management fees as the Sponsor
and Issue Manager, our Company issued and allotted to PPCF 1,800,000 PPCF Shares,
representing approximately 1.44% of the issued and paid-up share capital of our Company
immediately prior to the Placement, at the Placement Price. PPCF has undertaken not to, among
others, sell, contract to sell, realise, assign, transfer, pledge, grant any option to, dispose of or
enter into any agreement that will directly or indirectly constitute or will be deemed as a disposal
of any part of its shareholding interest in our Company immediately after the Placement for a
period of three months commencing from the date of our admission to Catalist. Upon completion
of the aforesaid relevant moratorium period, PPCF will dispose its shareholding interest in our
Company at its own discretion.
61
DILUTION
Dilution is the amount by which the Placement Price paid by the purchasers and/or subscribers of
our Shares in this Placement exceeds our NTA per Share of our Group immediately after the
Placement. Our NTA per Share as at 30 June 2015, after adjusting for the issue of the PPCF
Shares but before adjusting for the estimated net proceeds due to our Company from the
Placement and based on the pre-Placement issued and paid-up share capital of 124,800,000
Shares was 3.04 cents per Share.
Pursuant to the Placement in respect of 35,520,000 New Shares at the Placement Price, our NTA
per Share after adjusting for the issue of PPCF shares and the estimated net proceeds due to our
Company from the Placement and based on the post-Placement issued and paid-up share capital
of 160,320,000 Shares would have been 7.09 cents. This represents an immediate increase in
NTA per Share of 4.05 cents to our existing Shareholders and an immediate dilution in NTA per
Share of 17.91 cents or approximately 71.64% to our new public investors.
The following table illustrates the dilution per Share as at 30 June 2015:
Cents
Placement Price for each Share
25.00
NTA per Share adjusted for the issue of PPCF Shares and based on the
pre-Placement ordinary share capital comprising 124,800,000 Shares
3.04
Increase in NTA per Share attributable to existing Shareholders
4.05
NTA per Share after the issue of the New Shares and based on the post-Placement
share capital comprising 160,320,000 Shares
7.09
Dilution in NTA per Share to new public investors
17.91
Dilution in NTA per Share to new public investors (%)
71.64
The following table summarises the total number of Shares acquired by and/or issued to our
existing Shareholders since the incorporation of our Company to the date of lodgement of this
Offer Document, the total consideration and the average effective cash cost per Share to them and
to the new public investors who purchase and/or subscribe for the Placement Shares pursuant to
the Placement:
Number of
Shares
Aggregate
consideration
(S$)
Average effective
cash cost
per Share
(cents)
Existing Shareholders
27,367,500
556,580
2.03
Dato Peter Tang
36,223,500
678,899
1.87
Mr. Ranjit Singh
40,518,660
383,612
0.95
Mr. Derek Lee
7,723,170
82,203
1.06
Mr. Kenny Wong
7,723,170
82,203
1.06
Datin Chai Seow Lin
3,444,000
44,611
1.30
PPCF(1)
New Shareholders
1,800,000
450,000
25.00
47,520,000
11,880,000
25.00
62
DILUTION
Note:
(1)
Pursuant to the Management Agreement and as part of PPCFs management fees as the Sponsor and Issue
Manager, our Company issued and allotted to PPCF 1,800,000 PPCF Shares, representing approximately 1.44% of
the issued share capital of our Company prior to the Placement, at the Placement Price for each Share. After the
completion of the relevant moratorium period as set out in the section titled Shareholders Moratorium of this Offer
Document, PPCF will be disposing of its shareholdings in our Company at its discretion.
Save as disclosed above and in the sections titled Share Capital, Shareholders, and General
and Statutory Information of this Offer Document, none of our Directors or Substantial
Shareholders of our Company or their respective Associates have acquired any Shares during the
period of three years prior to the date of this Offer Document.
63
SELECTED COMBINED FINANCIAL INFORMATION

The following financial information of our Group should be read in conjunction with the full text of
this Offer Document, including the sections titled Managements Discussion and Analysis of
Results of Operations and Financial Position of our Group, Managements Discussion and
Analysis of Results of Operations and Financial Position of our Pro Forma Group, the
Independent and Reporting Auditors Report on the Audited Combined Financial Statements of
Axcelasia Inc. and its Subsidiary for the Financial Years Ended 31 December 2012, 2013 and
2014, the Independent and Reporting Auditors Review Report on the Unaudited Combined
June 2015 and Independent Auditors Assurance Report on the Compilation of Unaudited Pro
December 2014 and the Financial Period Ended 30 June 2015 as set out in Appendices A, B and
C respectively of this Offer Document.
Results of operations of our Group
Audited
Unaudited
FY2012(1) FY2013(1) FY2014 (1) HY2014 (1) HY2015 (2)
(RM000)
Revenue
Unaudited
pro forma
FY2014
HY2015
4,178
5,250
8,302
3,404
16,642
14,486
16,642
23
15
18
58
199
58
Depreciation of property,
plant and equipment
(43)
(51)
(57)
(93)
(202)
(93)
Employee compensation
(3,124)
(3,820)
(5,212)
(1,726)
(4,055)
(8,291)
(4,055)
(94)
(103)
(143)
(78)
(56)
(314)
(56)
(219)
(292)
(340)
(163)
(330)
(586)
(330)
(3,647)
(253)
(3,647)
Other income net

Expenses
Referral fees and

research charges
Rental and maintenance
Sub-contractors fee
Other expenses
Total expenses
(420)
(493)
(479)
(243)
(814)
(1,205)
(820)
(3,900)
(4,759)
(6,231)
(2,210)
(8,995)
(10,851)
(9,001)
2,089
1,196
7,705
3,834
7,699
Profit before income

tax(3)
301
506
Income tax expense
(62)
(103)
Total comprehensive
income, representing
net profit
239
403
239
(498)
(267)
(1,627)
(588)
(1,626)
1,591
929
6,078
3,246
6,073
403
1,591
929
6,057
3,246
6,052
21
21
239
403
1,591
929
6,078
3,246
6,073
0.19
0.32
1.28
0.74
4.85
2.60
4.85
0.15
0.25
0.99
0.58
3.78
2.02
3.77
Total comprehensive
income attributable to:
Equity holders of our
Company (3)
Non-controlling interests
EPS (sen)(4)
Adjusted EPS (sen)
(3)(5)
64

Notes:
(1)
The financial information for FY2012, FY2013, FY2014 and HY2014 represent the combined financial information
of our Company and our subsidiary, Taxand Malaysia.
(2)
The financial information for HY2015 represents the combined financial information of our Group, which comprises
Columbus Advisory, Columbus Softnex and Columbus HR, pursuant to the Restructuring Exercise.
(3)
Had the Service Agreements (set out in the section titled Directors, Management and Staff Service Agreements
of this Offer Document) been in place since 1 January 2014, our pro forma profit before income tax, pro forma total
comprehensive income attributable to equity holders of our Company and pro forma adjusted EPS computed based
on our post-Placement share capital of 160,320,000 Shares would have been approximately RM2.52 million,
RM2.13 million and 1.33 sen respectively.
(4)
For comparative purposes, the EPS for the financial periods under review have been computed based on the total
comprehensive income attributable to equity holders of our Company and the pre-Placement share capital of
124,800,000 Shares.
(5)
For comparative purposes, the adjusted EPS for the financial periods under review have been computed based on
total comprehensive income attributable to equity holders of our Company and the post-Placement share capital of
160,320,000 Shares.
Financial position of our Group

Audited
(RM000)
Unaudited
Unaudited
pro forma
As at
As at
As at
As at
31 December 2014 (1) 30 June 2015(2) 31 December 2014 30 June 2015
ASSETS
Current assets
Trade and other
receivables
2,304
10,190
4,971
10,190
Cash and bank balances
2,871
3,719
1,359
3,719
5,175
13,909
6,330
13,909
150
604
397
604
Investments in associated
company
Development cost in
progress
148
257
148
150
757
654
752
5,325
14,666
6,984
14,661
Non-current assets
Property, plant and
equipment
Total assets
65

Audited
(RM000)
Unaudited
Unaudited
pro forma
As at
As at
As at
As at
31 December 2014 (1) 30 June 2015(2) 31 December 2014 30 June 2015
LIABILITIES
Current liabilities
Trade and other payables
1,990
3,328
3,392
3,329
379
1,908
396
1,908
2,369
5,236
3,788
5,237
14
20
20
20
Total liabilities
2,383
5,256
3,808
5,257
NET ASSETS
2,942
9,410
3,176
9,404
250
2,239
1,379
2,239
2,692
7,099
1,797
7,094
2,942
9,338
3,176
9,333
72
72
2,942
9,410
3,176
9,404
2.36
7.48
2.54
7.48
Current tax liabilities
Deferred tax liabilities
EQUITY
Capital and reserves
attributable to equity
holders of our Company
Share capital
Retained earnings
Non-controlling
interests
Total equity
NAV per Share
(sen)(1)(2)(3)
Notes:
(1)
The financial position as at 31 December 2014 represents the combined financial position of our Company and our
subsidiary, Taxand Malaysia.
(2)
The financial position as at 30 June 2015 represents the combined financial position of our Group which comprises
Columbus Advisory, Columbus Softnex and Columbus HR pursuant to the Restructuring Exercise.
(3)
For comparative purposes, the NAV per Share is computed based on the total equity attributable to equity holders
of our Company and the pre-Placement share capital of 124,800,000 Shares.
66
MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF

OPERATIONS AND FINANCIAL POSITION OF OUR GROUP
The following discussion of our results of operations and financial position should be read in
conjunction with the full text of this Offer Document, including the Independent and Reporting
Auditors Report on the Audited Combined Financial Statements for Axcelasia Inc. and its
Subsidiary for the Financial Years Ended 31 December 2012, 2013 and 2014 and the
Independent and Reporting Auditors Review Report on the Unaudited Combined Financial
Statements of Axcelasia Inc. and its Subsidiaries for the Six-Month Period Ended 30 June 2015
as set out in Appendices A and B respectively of this Offer Document.
OVERVIEW
Pursuant to the Restructuring Exercise, our Group provides integrated professional services
through our four key business segments as follows:
(a)
Tax Advisory;
(b)
(c)
(d)
Business Support.
Please refer to the section titled General Information on our Group Business Overview of this
Offer Document for more details on our Group.
Revenue comprises the fair value of the consideration received or receivable for the sales of
goods and rendering of services in the ordinary course of our Groups activities. Our Group
recognises revenue when (i) the amount of revenue and related cost can be reliably measured,
(ii) it is probable that the collectability of the related receivables is reasonably assured, and (iii)
when the specific criteria for each of our Groups activities are met. Such revenue is recognised
net of goods and services tax, rebates and discounts.
Revenue from providing Tax Advisory Services, Business Consultancy services and Business
Support services are recognised as and when the services are rendered. Revenue from our EMS
Application is recognised when the EMS Application software is delivered and accepted by our
customers.
Our revenue is mainly dependent on the following factors:
(a)
size and number of mandates or engagements;
(b)
nature, complexity and duration of our secured mandates as well as the level of expertise
required;
(c)
ability to accurately and reasonably estimate resources and time required for each specific
project;
(d)
business relationships with our clients;
(e)
ability to retain our existing clients;
67

(f)
ability to maintain a good reputation as a professional services provider;
(g)
demand from the existing markets in which we have presence in for our services;
(h)
changes in the economic, political, social and legal environment in the countries where we
have a business presence;
(i)
ability to maintain the relevant licenses, registrations, permits, approvals or exemptions

necessary for our business operations;
(j)
ability to retain and attract qualified and experienced professionals and other key personnel
to meet the demands of our clients; and
(k)
challenges that affect multidisciplinary practices in the professional services industry.
Please refer to the section titled Risk Factors of this Offer Document for other factors which may
affect our revenue.
Other income
Other income relates mainly to interest income earned on fixed deposits with banks, net
unrealised and realised foreign exchange gains, government grants received and sundry income.
Sundry income relates to royalties received from CCH Malaysia for the sale of a book authored
by a director of Taxand Malaysia. Other income accounted for approximately 0.5%, 0.3%, 0.2%
and 0.3% of our revenue in FY2012, FY2013, FY2014 and HY2015 respectively.
Expenses
Our Groups total expenses comprise mainly depreciation of property, plant and equipment,
employee compensation, referral fees and research charges, rental and maintenance and other
expenses. Total expenses amounted to approximately RM3.9 million, RM4.8 million, RM6.2 million
and RM9.0 million or approximately 93.3%, 90.6%, 75.1% and 54.0% of our revenue for FY2012,
FY2013, FY2014 and HY2015 respectively.
Depreciation of property, plant and equipment
Depreciation of property, plant and equipment accounted for approximately 1.1%, 1.1%, 0.9% and
1.0% of our total expenses for FY2012, FY2013, FY2014 and HY2015 respectively.
Employee compensation comprises mainly of (i) salaries and bonuses, (ii) defined contributions
plan, and (iii) other short term benefits. Employee compensation amounted to RM3.1 million,
RM3.8 million, RM5.2 million and RM4.1 million or 80.1%, 80.3%, 83.7% and 45.1% of our total
expenses for FY2012, FY2013, FY2014 and HY2015 respectively.
68

Referral fees and research charges
Research charges mainly relate to expenses paid to subject experts and/or Taxand affiliate offices
for specific tax advice pertaining to a specialised area or foreign jurisdictions that are required by
the clients of Taxand Malaysia. Referral fees are fees paid to third parties for the referral of clients
to our Company. Referral fees and research charges accounted for approximately 2.4%, 2.2%,
2.3% and 0.6% of our total expenses for FY2012, FY2013, FY2014 and HY2015 respectively.
Rental and maintenance expenses refer mainly to rental of offices and office maintenance
expenses. Rental and maintenance expense accounted for approximately 5.6%, 6.1%, 5.4% and
3.7% of our total expenses for FY2012, FY2013, FY2014 and HY2015 respectively.
Other expenses
Other expenses include mainly (i) search fees, (ii) seminar and training expenses, and (iii)
subscription fees.
Other expenses amounted to approximately RM0.4 million, RM0.5 million, RM0.5 million and
RM0.8 million or approximately 10.8%, 10.4%, 7.7% and 9.0% of our total expenses for FY2012,
FY2013, FY2014 and HY2015 respectively.
Our items of expense are mainly dependent on, inter alia, the following factors:
(i)
changes in our employees remuneration due to factors such as staff headcounts, seniority
and qualifications of our staff, fixed wage and variable components of the remuneration
packages;
(ii)
ability to hire and retain experienced and qualified professionals and key personnel;
(iii) changes in the nature and complexity of projects and possible consequential cost overruns
in the event of project delays;
(iv) changes in office premises rental rates and the associated costs of maintaining existing
office facilities;
(v)
changes in government policies and regulations; and
(vi) cost of additional office equipment required as we increase overall staff headcount.
Please refer to the section titled Risk Factors of this Offer Document for other factors which may
affect our items of expense.
Income tax expense
Our overall effective tax rate was approximately 20.5%, 20.3%, 23.8% and 21.1% for FY2012,
FY2013, FY2014 and HY2015 respectively. The effective tax rates were lower than the Malaysia
statutory corporate tax rate of 25% due to the preferential income tax rate for certain qualified
small and medium enterprises where the first RM0.5 million of chargeable income is subject to tax
at 20%.
69

RESULTS OF OPERATIONS
Breakdown of our past performance by business segments
entities, private and public listed companies, and multinational corporations.
A breakdown of our revenue and profit before income tax by business segments for the financial
period under review is summarised as follows:
Revenue
FY2012
RM000
%
Tax Advisory
FY2013
RM000
%
FY2014
RM000
%
HY2014
RM000
%
HY2015
RM000
%
4,178
100.0
5,250
100.0
8,302
100.0
3,404
100.0
5,961
35.8
8,839
53.1
EMS Application
641
3.9
Business Support
1,201
7.2
4,178
100.0
5,250
100.0
8,302
100.0
3,404
Total revenue
100.0 16,642 100.0

FY2012
RM000
%
Tax Advisory
FY2013
RM000
%
FY2014
RM000
%
HY2014
RM000
%
HY2015
RM000
%
301
100.0
506
100.0
2,089
100.0
1,196
100.0
3,358
43.6
3,365
43.7
EMS Application
391
5.0
Business Support
591
7.7
301
100.0
506
100.0
2,089
100.0
1,196
100.0
7,705
100.0
Profit before income tax margin

FY2012
%
FY2013
%
FY2014
%
HY2014
%
HY2015
%
7.2
9.6
25.2
35.1
56.3
38.1
EMS Application
61.0
Business Support
49.2
Tax Advisory
70

REVIEW OF PAST PERFORMANCE
FY2013 compared to FY2012
Revenue
We enjoyed an increase in revenue by approximately RM1.1 million or 25.6% from RM4.2 million
in FY2012 to RM5.3 million in FY2013 as our Tax Advisory segment grew. In particular, we
experienced significant organic growth from the provision of corporate tax advisory and transfer
pricing advisory services which was largely a result of consistent marketing activities conducted,
increased recognition in the Malaysian tax community and an increase in the range of services
required by our portfolio of clients.
Other items of income
Other income decreased by approximately RM8,000 or 34.4% from RM23,000 in FY2012 to
RM15,000 in FY2013. There was an increase in net realised and unrealised foreign exchange gain
of approximately RM8,000 and an increase in royalty income from the sale of a book of
approximately RM5,000 in FY2013 which was partially offset by the one-off grant from SME Corp
Malaysia for promotional activities which was received in FY2012 of approximately RM21,000.
Expenses
Total expenses increased by approximately RM0.9 million or 22.0% from RM3.9 million in FY2012
to RM4.8 million in FY2013 largely due to an increase in depreciation charges, employee
compensation, rental and maintenance expenses, and other expenses in tandem with an increase
in revenue.
Depreciation of property, plant and equipment increased by approximately RM8,000 or 19.1%
from approximately RM43,000 in FY2012 to approximately RM51,000 in FY2013. The increase
was largely due to depreciation charges on the renovation costs incurred for the expansion of
office floor space in FY2013.
Employee compensation increased by approximately RM0.7 million or 22.3% from approximately
RM3.12 million in FY2012 to approximately RM3.82 million in FY2013, due to an increase in total
staff headcount, in tandem with an increase in business activities and revenue growth. The
increase in employees compensation was also partly due to salary adjustments and increased
bonuses in FY2013.
Referral fees and research charges remained constant at approximately RM0.1 million in FY2012
and FY2013.
71

Rental and maintenance expenses increased by approximately RM0.1 million or 33.2% from
approximately RM0.2 million in FY2012 to approximately RM0.3 million in FY2013 mainly due to
the additional floor space taken up by Taxand Malaysia and the marginal increase in the rental
rates charged by the landlord during FY2013.
Other expenses
Other expenses increased by approximately RM0.1 million or 17.3% from approximately RM0.4
million in FY2012 to approximately RM0.5 million in FY2013 due mainly to an increase in
advertising and promotion expenses incurred on advertising on the Malaysia Tax portal, the
International Tax Review and the World Tax Guide in FY2013.
The increase was also attributable to an increase in bad debts written off of approximately
RM61,000 in FY2013 relating to a one-off transaction from a single client of Taxand Malaysia,
which was partially offset by the decrease in subscription fees and accommodation expenses
incurred.
Our profit before income tax increased by approximately RM0.2 million or 68.2% from RM0.3
million in FY2012 to RM0.5 million in FY2013 due to an increase in revenue of approximately
RM1.1 million, which is partially offset by an increase in total expenses of approximately RM0.9
million. Our profit before income tax margin increased from 7.2% in FY2012 to 9.6% in FY2013,
reflecting a higher margin earned on high-value tax advisory assignments such as our transfer
pricing assignments.
Income tax expense
Income tax expense increased by approximately RM41,000 or 66.4% from approximately
RM62,000 in FY2012 to approximately RM103,000 in FY2013, in line with the increase in our profit
before income tax. The effective income tax rate of approximately 20.3% in FY2013 is in line with
the preferential tax rate of 20% applied to qualifying small and medium enterprises in Malaysia.
FY2014 compared to FY2013
Revenue
We enjoyed a total revenue growth of approximately RM3.1 million or 58.1% from RM5.2 million
in FY2013 to RM8.3 million in FY2014. The increase in revenue was mainly due to an increase in
revenue from the provision of corporate advisory and the commencement of GST implementation
and advisory services in FY2014.
Other income
Our other items of income increased by approximately RM3,000 or 19.6% from RM15,000 in
FY2013 to RM18,000 in FY2014 due to an increase in interest income derived from fixed deposits
and unrealised foreign exchange gains which were partially offset by a slight decrease in royalty
income derived from the sale of a book authored by directors of Taxand Malaysia.
72

Expenses
Total expenses increased by approximately RM1.5 million or 30.9% from RM4.8 million in FY2013
to RM6.2 million in FY2014, in line with an overall increase in business activities and advisory
mandates secured. The increase in total expenses was attributable to an increase in referral and
research charges, employee compensation, and rental and maintenance expenses.
Depreciation of property, plant and equipment increased by approximately RM6,000 or 11.6% from
approximately RM51,000 in FY2013 to approximately RM57,000 in FY2014 primarily due to the
addition of new computers in FY2014 following the increase in headcount in tandem with an
increase in business activities.
Employee compensation increased by RM1.4 million or 36.4% from approximately RM3.8 million
in FY2013 to approximately RM5.2 million in FY2014 largely due to an increase in salaries and
bonuses, EPF contributions arising from an increase in total staff headcount, in tandem with an
increase in business activities and revenue.
Referral fees and research charges increased by approximately RM40,000 in FY2014, in tandem
with the overall increase in business activities and revenue growth during the financial year.
Rental and maintenance expenses increased by approximately RM48,000 in FY2014 due to the
full year effect of the rental charges for the new office space taken up in FY2013.
Other expenses
Other expenses decreased marginally by approximately to RM14,000 to remain relatively
unchanged at approximately RM0.5 million in FY2014. The decrease in other expenses incurred
was largely attributed to decreases in the amount of bad debts written off, advertising and
promotional expenses, and conference expenses incurred, which were partially offset by marginal
increases in secondment costs and seminar and travelling expenses.
Our profit before income tax increased by approximately RM1.6 million or 312.9% from
approximately RM0.5 million in FY2013 to RM2.1 million in FY2014, mainly due to the increase in
revenue of approximately RM3.1 million which is partly offset by an increase in total expenses of
approximately RM1.5 million. Our profit before income tax margin increased from 9.6% in FY2013
to 25.2% in FY2014 reflecting the higher margin derived from the high-value corporate advisory
services, GST implementation and advisory services and an overall improvement in operating
efficiency.
73

Income tax expense
Income tax expense increased by approximately RM0.4 million or 384.7% from RM0.1 million to
RM0.5 million in FY2014, in line with the increase in our profit before income tax in FY2014 over
FY2013. Our effective income tax rates increased from 20.3% in FY2013 to 23.8% in FY2014,
reflecting a higher proportion of chargeable income being subject to tax at the statutory rate of
25%. We continue to enjoy a preferential tax rate of 20% on the initial RM0.5 million of chargeable
income but are subject to the corporate income tax rate of 25% for amounts exceeding RM0.5
million.
HY2015 compared to HY2014
Revenue
We enjoyed an overall increase in revenue of approximately RM13.2 million or 388.9% from
approximately RM3.4 million in HY2014 to approximately RM16.6 million in HY2015 partially
attributable to the continued revenue growth in Tax Advisory services.
In addition, pursuant to the Restructuring Exercise, we also increased our service offerings to
include the provision of (i) Business Consultancy services including, inter alia, internal audit,
enterprise risk management and corporate governance advisory services; (ii) EMS Application,
and (iii) Business Support services which consists of corporate secretarial services, accounting
outsourcing, shared services and office administration support services.
We believe that by diversifying our range of professional services, we would be able to attract a
wider range of clients and support any expansion in the ASEAN region. Please refer to the section
titled General Information on our Group Business Strategies and Future Plans of this Offer
Document for more information.
Other income
Our other items of income increased by approximately RM56,000 from approximately RM2,000 in
HY2014 to approximately RM58,000 in HY2015 mainly due to an increase in interest income
derived from fixed deposits, a government research grant received by Columbus Softnex in
HY2015 in relation to the commercialisation of its EMS Application software under the CIP 500,
as well as royalty income from the sale of a book authored by directors of Taxand Malaysia.
Expenses
Total expenses increased by approximately RM6.8 million or 307.0% from approximately RM2.2
million in HY2014 to approximately RM9.0 million in HY2015, in line with an overall increase in
revenue derived from the broader range of business activities and service offerings. The increase
in total expenses were mainly attributable to increases in depreciation charges, employee
compensation, rental and maintenance expenses, sub-contractors fees and other expenses.
Depreciation of property, plant and equipment increased by approximately RM93,000 due to the
amalgamation of depreciation charges for all operating entities of our Group in HY2015.
74

Employee compensation increased by approximately RM2.3 million or 234.9% from approximately
RM1.7 million in HY2014 to approximately RM4.0 million in HY2015 largely due to an increase in
salaries and bonuses, and our contributions to the defined contributions plan for our employees
due to an increase in staff headcount from 34 as at 30 June 2014 to 87 as at 30 June 2015. The
total staff headcount represents the combined staff headcount for our Group pursuant to the
Restructuring Exercise.
Referral fees and research charges decreased by approximately RM21,000 in HY2015 due to a
reduction in assignments which require referrals and expert advice. As the amount of referral fees
and research charges also vary based on each individual assignment, lesser referral fees and
research charges were incurred for assignments in HY2015.
Rental and maintenance expense increased by approximately RM0.2 million in HY2015
attributable to the amalgamation of rental expense for our Group pursuant to the Restructuring
Exercise in HY2015.
Sub-contractors fee
Sub-contractors fees of approximately RM3.6 million were incurred in relation to a business
transformation project for a major client whereby the provision of services commenced in February
2015. These business transformation projects typically involve various advisory modules such as
GST, business strategy, business process, people and organisation, information technology
transformation plan, enterprise architecture and change management. The sub-contractors fees
mainly relates to assistance received by Columbus Advisory in certain modules such as GST,
people and organisation and enterprise architecture.
Other expenses
Other expenses increased by approximately RM0.6 million or 235.3% from approximately RM0.2
million in HY2014 to approximately RM0.8 million in HY2015 mainly due to an overall increase in
accommodation and travelling, petrol, toll and parking, seminar and training expenses, share of
administration expenses, subscription fee, telephone charges and other expenses in HY2015 for
our Group due to the increase in staff headcount and increased level of business activities.
Our profit before income tax increased by approximately RM6.5 million or 544.6% from RM1.2
million in HY2014 to RM7.7 million in HY2015. The higher profit before income tax was due to the
amalgamation of profit before income tax of our Group and arising from an increase in revenue of
approximately RM13.2 million and offset by an increase in total expenses of approximately RM6.8
million. Following the Restructuring Exercise, we achieved an overall increase in year-on-year
profit before income tax margin from approximately 35.1% in HY2014 to 46.3% in HY2015.
75

Income tax expense
Our income tax expense increased by approximately RM1.4 million or 509.7% from RM0.3 million
in HY2014 to RM1.6 million in HY2015 and the effective income tax rates declined from 22.3% in
HY2014 to 21.1% in HY2015 primarily due to the pioneer tax status enjoyed by the MSC
companies in our Group. Please refer to the section titled General Information on our Group
Government Regulation of this Offer Document for more information.
REVIEW OF FINANCIAL POSITION
As at 31 December 2014
Current assets
As at 31 December 2014, our current assets of approximately RM5.2 million accounted for 97.2%
of our total assets. Current assets comprised mainly of trade and other receivables, cash and bank
balances.
Trade and other receivables comprised mainly trade receivables from non-related parties, and
other receivables comprising mainly deposits paid on office rental and parking. Trade and other
receivables of approximately RM2.3 million accounted for approximately 44.5% of our total current
asset as at 31 December 2014.
Cash and bank balances comprise cash at bank and on hand, as well as short term bank deposits.
Cash and bank balances stood at approximately RM2.9 million or 55.5% of our total current assets
as at 31 December 2014.
Non-current assets
As at 31 December 2014, our non-current assets, comprising of only property, plant and
equipment of approximately RM0.2 million accounted for approximately 2.8% of our total assets.
Our property, plant and equipment includes computers, furniture and fittings, office equipment and
renovation.
Current liabilities
As at 31 December 2014, our current liabilities amounted to RM2.4 million and accounted for
99.4% of our total liabilities. Our current liabilities comprised mainly trade and other payables and
current tax liabilities.
Trade and other payables as at 31 December 2014 of approximately RM2.0 million comprised
other payables to non-related parties and other payables relating to accruals for employees
income tax deductions, EPF contributions, and service tax payments as well as accruals made for
bonuses and incentive payments for executive directors of Taxand Malaysia as at 31 December
2014 which were paid in subsequent months. Trade and other payables account for approximately
84.0% of our current liabilities.
Our current tax liabilities account for approximately 16.0% of our total current liabilities.
76

Our non-current liabilities is approximately RM15,000 as at 31 December 2014 and accounted for
0.6% of our total liabilities. Our non-current liabilities comprised solely of deferred tax liabilities
arising from the tax expected to be payable on differences between the carrying amount of assets
and liabilities in the financial statements and the corresponding tax basis used in the computation
of taxable profit in FY2014.
Equity attributable to equity holders of our Company
As at 31 December 2014, our total equity attributable to equity holders of our Company, which
comprised of share capital and retained profits, amounted to approximately RM2.9 million.
As at 30 June 2015
Current assets
As at 30 June 2015, our current assets of RM13.9 million accounted for 94.8% of our total assets.
Our current assets comprised mainly of trade and other receivables, as well as cash and bank
balances.
other receivables comprising mainly deposits paid on office rental, parking and deferred IPO
expenses. Trade and other receivables accounted for approximately RM10.2 million or 73.3% of
our total current assets as at 30 June 2015.
Cash and bank balances comprised cash at bank and on hand, as well as short term bank
deposits. Cash and bank balances accounted for approximately RM3.7 million or 26.7% of our
total current assets as at 30 June 2015.
Non-current assets
Non-current assets comprised mainly of property, plant and equipment and development cost in
progress. As at 30 June 2015, our non-current assets of approximately RM0.8 million accounted
for approximately 5.2% of our total assets. Property, plant and equipment as at 30 June 2015
comprised computers, furniture and fittings, motor vehicles, office equipment and renovation and
which account for approximately 79.8% of our non-current assets. Development cost in progress
relates to direct labour and overheads incurred in the process of developing our EMS Application
software and which account for approximately 19.5% of our non-current assets.
Current liabilities
As at 30 June 2015, our current liabilities amounted to approximately RM5.2 million which
accounted for 99.6% of our total liabilities. Our current liabilities comprise mainly other payables
and current tax liabilities.
Other payables as at 30 June 2015 of RM3.3 million comprised accruals, amounts owing to a
director and amounts owing to other creditors, which account for approximately 63.6% of our total
current liabilities. Accruals relate mainly to employees income tax deductions, EPF contributions,
77

service tax payments and accrued subcontractors fee. The amount owing to a director of
approximately RM0.4 million was an advance provided to our Group for listing expenses to be
incurred by our Group.
Current tax liabilities of approximately RM1.9 million account for approximately 36.4% of our
current liabilities.
Our non-current liabilities of approximately RM20,000 as at 30 June 2015 accounted for 0.4% of
our total liabilities. Our non-current liabilities comprise solely of deferred tax liabilities arising from
our the tax expected to be payable on differences between the carrying amount of assets and
liabilities in the financial statements and the corresponding tax basis used in the computation of
taxable profit in HY2015.
As at 30 June 2015, our total equity attributable to equity holders of our Company, which
LIQUIDITY AND CAPITAL RESOURCES
Our operations have been funded mainly through internal and external sources of funds. Our
internal sources of funds comprise cash generated from our Groups operating activities. The
external sources of funds comprise mainly credit granted by suppliers and capital investment from
our Shareholders. Our principal use of cash has been to finance our working capital needed in
respect of the hiring and retention of our professionals and staff and expenses such as
administrative expenses and capital expenditure.
The following table sets out a summary of our Groups cash flow for FY2012, FY2013, FY2014 and
HY2015:
(RM000)
Net cash (used in)/provided by
operating activities
Net cash used in investing activities
Net cash used in financing activities
Net (decrease)/increase in cash and
bank balances
Cash and bank balances at beginning
of financial year/period
Cash and bank balances at end of
financial year/period
FY2012
Audited
FY2013
FY2014
Unaudited
HY2015
(159)
(15)
1,362
(162)
1,907
(54)
(400)
1,957
(53)
(1,056)
(174)
1,200
1,453
848
391
217
1,417
2,870
217
1,417
2,870
3,718
78

FY2012
In FY2012, we recorded net cash used in operating activities of approximately RM0.2 million,
which was a result of cash generated from operating activities before working capital changes of
approximately RM0.3 million, adjusted for net working capital outflow of RM0.4 million and income
tax paid of approximately RM91,000.
The working capital outflow was mainly due to the following:
(a)
an increase in trade and other receivables of RM0.1 million; and
(b)
a decrease in trade and other payables of RM0.3 million.
Net cash used in investing activities was approximately RM15,000 in FY2012 which was due to
purchases of plant and equipment.
As at 31 December 2012, our cash and bank balances were RM0.2 million.
FY2013
In FY2013, we recorded net cash provided by operating activities of approximately RM1.4 million,
approximately RM0.6 million, working capital inflow of RM0.9 million and offset by income tax paid
of approximately RM63,000.
The working capital inflow was mainly due to:
(a)
(b)
an increase in trade and other payables of RM1.1 million.
Net cash used in investing activities was approximately RM0.2 million in FY2013, which was due
to purchases of plant and equipment.
As at 31 December 2013, our cash and cash balances were RM1.4 million.
FY2014
In FY2014, we recorded net cash provided by operating activities of approximately RM1.9 million,
approximately RM2.1 million and interest received of approximately RM3,000, adjusted for
working capital outflow of RM95,000 and income tax paid of approximately RM0.1 million.
The working capital outflow was mainly due to:
(a)
(b)
79

Net cash used in investing activities was approximately RM54,000 in FY2014, which was due to
purchases of plant and equipment.
Net cash used in financing activities was approximately RM0.4 million in FY2014. This was due
to dividends paid to equity holders of our Company.
As at 31 December 2014, our cash and cash balances were RM2.9 million.
HY2015
In HY2015, we recorded net cash provided by operating activities of approximately RM2.0 million,
which was a result of cash provided by operating activities before working capital changes of
working capital outflow of RM5.7 million and income tax paid of approximately RM0.1 million.
(a)
(b)
Net cash used in investing activities was approximately RM53,000 in HY2015, which was mainly
due to purchase of plant and equipment and development cost in progress for our EMS Application
software, which in aggregate, amounted to approximately RM0.2 million. This was offset by the net
cash acquired from the acquisition of subsidiaries amounting to approximately RM0.1 million.
Net cash used in financing activities of approximately RM1.1 million in HY2015 was mainly
attributable to dividends paid of approximately RM1.7 million which was partially offset by
advances from a director of RM0.4 million for the purpose of potential listing expenses to be
incurred by our Group, government grant received of approximately RM28,000 and proceeds from
issuance of ordinary shares of approximately RM0.1 million.
As at 30 June 2015, our cash and bank balances were RM3.7 million.
80

CAPITAL EXPENDITURE AND DIVESTMENTS
Save as disclosed in the section titled Restructuring Exercise of this Offer Document, the capital
expenditure and divestments made by our Group in FY2012, FY2013, FY2014, HY2015 and for
the period from 1 July 2015 up to the Latest Practicable Date were as follows:
(RM000)
FY2012
FY2013
FY2014
HY2015
1 July 2015
up to the Latest
Practicable Date
Expenditure
Motor vehicles
14
46
44
35
41
Furniture and fittings
39
242
Office equipment
12
36
Renovation
65
15
162
54
43
319
Motor vehicles
Computers
Office equipment
Renovation
Total
Computers
Total
Divestments
We incurred capital expenditures of approximately RM15,000, RM0.2 million, RM54,000,

RM43,000 and RM0.3 million for FY2012, FY2013, FY2014, HY2015 and the period from 1
January 2015 up to the Latest Practicable Date, respectively. The above capital expenditure was
primarily financed by internally generated cash resources.
81

FOREIGN EXCHANGE MANAGEMENT
Accounting treatment of foreign currencies
Transactions in foreign currencies are recorded in the functional currency at the rates ruling at the
dates of the transactions. At the end of the reporting year, foreign currency monetary assets and
liabilities are translated at rates as at the end of the reporting year. All realised and unrealised
exchange adjustment gains and losses are dealt with in profit and loss.
Foreign exchange exposure
As at the Latest Practicable Date, our business operations are wholly based in Malaysia and
therefore are denominated mainly in RM although we may, from time to time, also transact in other
currencies such as S$ and US$ occasionally.
As our Groups transactions are majority denominated in its functional currency, RM, our Group
is not exposed to significant financial risks or changes in foreign currency exchange rates.
We currently do not have a formal foreign currency hedging policy with respect to any possible
foreign currency exposure. We will continue to monitor any foreign exchange exposure in the
future and will consider formalising a hedging policy to manage the foreign exchange exposure
should the need arise. Such policies will be reviewed and approved by our Audit Committee and
our Board. However, we may, subject to the approval of our Board, enter into relevant transactions
when necessary, to hedge our exposure to foreign currency fluctuations.
SEASONALITY
Due to the nature of our business, we have not observed any significant seasonal trends within
each of the Period Under Review. Our Directors believe that there is no apparent seasonality
factor affecting the business of providing professional advisory services in the countries where we
operate.
INFLATION OR DEFLATION
Our financial performance for the Period Under Review was not materially affected by inflation or
deflation.
SIGNIFICANT CHANGES IN ACCOUNTING POLICIES
The accounting policies have been consistently applied by our Group during the Period Under
Review. We expect that the adoption of new or revised accounting standards issued but not yet
effective for the Period Under Review will have no material impact on our future financial
statements. Please refer to the section titled Summary of Significant Accounting Policies in the
Independent and Reporting Auditors Report on the Audited Combined Financial Statements of
Axcelasia Inc. and its Subsidiary for the Financial Years ended 31 December 2012, 2013 and
2014 and Independent and Reporting Auditors Review Report on the Unaudited Combined
June 2015 as set out in Appendices A and B of this Offer Document, for details on our Groups
accounting policies.
82

Standards and interpretations issued, but not yet effective, up to the date of issuance of our
Groups financial statements are listed below. Our Group intends to adopt these standards, if
applicable, when they become effective. The impact of adoption of these standards and
interpretations has been assessed by our Group and our Group evaluates that they will not have
a material impact on our operating results and financial position.
Reference
Description
Effective date
(annual periods
beginning on or after)
FRS 1
Amendments to FRS 1: Disclosure Initiative
1 January 2016
Amendments to FRS
16 and FRS 38
Clarification of Acceptable Methods of

Depreciation and Amortisation
1 January 2016
FRS 16, FRS 41
Amendments to FRS 16 and FRS 41:

Agriculture: Bearer Plants
1 January 2016
FRS 27
Amendments to FRS 27: Equity Method In

Separate Financial Statements
1 January 2016
FRS 110, FRS 28

Sale or Contribution of Assets between an
Investor and its Associate or Joint Venture
1 January 2016
FRS 110, FRS112,

FRS 28
Amendments to FRS 110, FRS112 and FRS

28: Investment Entities: Applying the
Consolidation Exception
1 January 2016
FRS 111
Amendments to FRS 111: Accounting for

Acquisitions of Interests in Joint Operations
Exception
1 January 2016
FRS 114
Regulatory Deferral Accounts
1 January 2016
Various
Improvements to FRS (November 2014)
1 January 2016
FRS 115
Revenue from Contracts with Customers
1 January 2017
FRS 109
Financial Instruments
1 January 2018
83

OPERATIONS AND FINANCIAL POSITION OF OUR PRO FORMA GROUP
The following discussion of our results of operations and financial position should be read in
conjunction with the full text of this Offer Document, in particular the description of revenue in the
section titled Managements Discussion and Analysis of Results of Operations and Financial
Position of our Group Overview of this Offer Document and including the Independent Auditors
Assurance Report on the Compilation of Unaudited Pro Forma Financial Information of Axcelasia
Inc. and its Subsidiaries for the Financial Year Ended 31 December 2014 and the Financial Period
Ended 30 June 2015 as set out in Appendix C of this Offer Document.
BASIS OF PREPARATION
(a)
The unaudited pro forma financial information of our Group for the financial year ended
31 December 2014 and financial period from 1 January 2015 to 30 June 2015 as set out in
Appendix C of this Offer Document (Unaudited Pro Forma Financial Information) have
been prepared for illustrative purposes only and are based on certain assumptions after
making certain adjustments to show that:
(i)
the financial results of our Group for the financial year ended 31 December 2014 and
the financial period from 1 January 2015 to 30 June 2015 would have been if the
significant events, described in Note 2 to the Unaudited Pro Forma Financial
Information (significant events), had occurred at 1 January 2014 and 1 January 2015
respectively;
(ii)
the financial position of our Group as at 31 December 2014 and 30 June 2015 would
have been if the significant events had occurred at 31 December 2014 and
30 June 2015 respectively; and
(iii) the cash flows of our Group for the financial year ended 31 December 2014 and the
financial period ended 30 June 2015 would have been if the significant events had
occurred at 1 January 2014 and 1 January 2015 respectively.
Upon completion of a purchase price allocation exercise relating to the acquisitions as
described in Note 2(a) to the Unaudited Pro Forma Financial Information, the values of the
assets acquired and liabilities assumed included in the Unaudited Pro Forma Financial
Information may differ from its fair values at the acquisition date.
The Unaudited Pro Forma Financial Information of our Group, because of its nature, may not
give a true picture of our Groups actual financial results, financial position and cash flows
and is not necessarily indicative of the results of operations or related effects on the financial
position that would have been obtained had our Group actually existed earlier.
(b)
The Unaudited Pro Forma Financial Information of our Group has been compiled based on
the following:
(i)
the audited combined financial statements of our Company and our subsidiary, Taxand
Malaysia for the financial year ended 31 December 2014, which were prepared in
accordance with the Singapore Financial Reporting Standards and audited by Nexia TS
Public Accounting Corporation, in accordance with Singapore Standards on Auditing;
84

(ii)
the financial statements of the subsidiaries for the financial year ended 31 December
2014, which were audited by the respective entities auditors and reviewed by Nexia TS
Public Accounting Corporation for purposes of inclusion in the Unaudited Pro Forma
Financial Information;
(iii) the unaudited combined financial statements of our Group for the financial period from
1 January 2015 to 30 June 2015, which were prepared in accordance with the
Singapore Financial Reporting Standards and reviewed by Nexia TS Public Accounting
Corporation, in accordance with Singapore Standard on Review Engagements for
purposes of inclusion in the Pro Forma Financial Information; and
(iv) the accounting policies which are consistent with those to be applied by our Group
which are disclosed in Note 5 to the Unaudited Pro Forma Financial Information.
(c)
The auditors report on the audited combined financial statements of our Company and our
subsidiary, Taxand Malaysia, used in the compilation of the Unaudited Pro Forma Financial
Information for the financial year ended 31 December 2014 do not contain any qualification.
For the basis of presentation of the Unaudited Pro Forma Financial Statements, please refer to
note 3 of the Independent Auditors Assurance Report on the Compilation of Unaudited Pro
December 2014 and the Financial Period Ended 30 June 2015 as set out in Appendix C of this
Offer Document.
OVERVIEW
Revenue
Assuming that our Group has been in existence since 1 January 2014, revenue generated from
our four business segments, as further discussed in the section titled General Information on our
Group Business Overview of this Offer Document comprise the fair value of the consideration
received or receivable for the sales of goods and rendering of services in the ordinary course of
our Groups activities. Our Group recognises revenue when (i) the amount of revenue and related
cost can be reliably measured; (ii) it is probable that the collectability of the related receivables is
reasonably assured; and (iii) when the specific criteria for each of our Groups activities are met.
Such revenue is recognised net of service tax and discounts as and when the services are
rendered.
Total revenue of our Group which was derived mainly from (a) the provision of Tax Advisory,
Business Consultancy and Business Support services, and (b) the licensing of our Groups EMS
Application software, amounted to approximately RM14.5 million and RM16.6 million in FY2014
and HY2015 respectively.
Other income
Other income comprised mainly of receipt of government grants in relation to commercialisation
of our EMS software under the CIP 500, gains on disposal of property, plant and equipment,
interest income derived from fixed deposits, net unrealised and realised foreign exchange gains
85

and sundry income relating to royalties received from CCH Malaysia for the sale of a book
authored by a director of Taxand Malaysia. Other income was approximately RM0.2 million and
RM58,000 for FY2014 and HY2015 respectively.
Expenses
Our Groups total expenses comprise mainly depreciation of property, plant and equipment,
employee compensation, rental and maintenance, referral and research charges, sub-contractors
fee and other expenses. Total expenses amounted to approximately RM10.9 million and RM9.0
million or approximately 74.9% and 54.1% of our revenue for FY2014 and HY2015 respectively.
Depreciation of property, plant and equipment each accounted for approximately 1.9% and 1.0%
of our total expenses for FY2014 and HY2015 respectively.
Employee compensation comprises mainly, (i) salaries and bonuses, (ii) contributions to defined
contribution plans, and (iii) other short term benefits. Employee compensation accounted for
approximately 76.4% and 45.1% of our total expenses for FY2014 and HY2015 respectively.
Research charges mainly relate to expenses paid to subject experts and/or Taxand affiliate offices
for specific tax advice pertaining to a specialised area or foreign jurisdictions that are required by
clients of Taxand Malaysia. Referral fees are the fees paid to third parties for the referral of clients
to the Company. Referral fees and research charges accounted for approximately 2.9% and 0.6%
of total expenses for FY2014 and HY2015 respectively.
Rental and maintenance expense refer mainly to rental of office and office maintenance expenses.
Rental and maintenance expense accounted for approximately 5.4% and 3.7% of total expenses
for FY2014 and HY2015 respectively.
Sub-contractors fee
Our Group had from time to time subcontracted certain parts of our projects to other professional
firms or freelance individuals. Our sub-contractor fees account for approximately 2.3% and 40.5%
of our total expenses for FY2014 and HY2015 respectively.
Other expenses
Other expenses include mainly (i) insurance and road tax, (ii) seminar and training expenses
incurred, and (iii) travelling expenses.
Other expenses amounted to approximately RM1.2 million and RM0.8 million or approximately
11.1% and 9.1% of our total expenses for FY2014 and HY2015 respectively.
86

Income tax expense
Our overall effective tax rate was 15.3% and 21.1% for FY2014 and HY2015 respectively. The
Malaysia statutory corporate tax rate for FY2014 and HY2015 was 25%. The lower effective
income tax rates were primarily due to the pioneer tax status enjoyed by the MSC companies in
our Group. Please refer to the section titled General Information on our Group Government
Regulation of this Offer Document for more information.
RESULTS OF OPERATIONS
entities, private and public listed companies, and multinational corporations.
A breakdown of our revenue and profit before income tax by business segments for the financial
period under review is summarised as follows:
Revenue
FY2014
RM000
Tax Advisory
EMS Application
Business Support
Total Revenue
HY2015
RM000
%
8,302
3,612
1,522
1,050
57.3
25.0
10.5
7.2
5,961
8,839
641
1,201
35.8
53.1
3.9
7.2
14,486
100.0
16,642
100.0

FY2014
RM000
Tax Advisory
EMS Application
Business Support
HY2015
RM000
%
2,089
54.5
3,358
43.6
350
9.1
3,359
43.6
1,049
27.4
391
5.1
346
9.0
591
7.7
3,834
100.0
7,699
100.0
87

Profit before income tax margin
FY2014
%
HY2015
%
25.2
56.3
9.7
38.0
EMS Application
68.9
61.0
Business Support
33.0
49.2
Tax Advisory
REVIEW OF FINANCIAL POSITION

As at 31 December 2014
Current assets
As at 31 December 2014, our current assets of approximately RM6.3 million accounted for 90.6%
of our total assets. Our current assets comprised mainly trade and other receivables, cash and
bank balances.
Trade and other receivables comprised mainly net trade receivables from non-related parties, and
other receivables comprising mainly amount due from non-related parties, related company and
associated companies and deposits. Net trade receivables were derived from trade receivables
due from non-related parties of approximately RM4.7 million which was partially offset by an
allowance for doubtful debt of approximately RM26,000 in FY2014.
Other receivables of approximately RM93,000 relate mainly to non-trade receivables due from
non-related parties and amounts due from a related company which was mainly for advances
made by Columbus Advisory to SoftNex for the payment of annual audit, secretarial, accounting
and tax preparation fees. Deposits mainly relate to rental and parking deposits paid by our Group.
Trade and other receivables of approximately RM5.0 million accounted for approximately 78.5%
of our total current assets.
total current assets as at 31 December 2014.
Non-current assets
Non-current assets comprised of property, plant and equipment and development cost in
progress. As at 31 December 2014, our non-current assets of RM0.7 million accounted for
approximately 9.4% of our total assets.
Property, plant and equipment as at 31 December 2014 of approximately RM0.4 million comprised
computers, motor vehicles, furniture and fittings, office equipment and renovation and which
accounted for approximately 60.7% of our total non-current assets. Development cost in progress
88

of approximately RM0.3 million as at 31 December 2014 relates to direct labour and overheads
in the process of product development of our EMS Application software development cost
accounted for approximately 39.3% of our total non-current assets.
Current liabilities
As at 31 December 2014, our current liabilities amounted to approximately RM3.8 million and
accounted for 99.5% of our total liabilities. Our current liabilities comprised mainly of other
payables and current tax liabilities.
Other payables as at 31 December 2014 of approximately RM3.4 million comprised accruals,
amounts due to directors and amounts due to other creditors. The amount due to directors of
approximately RM0.8 million was in relation to dividends declared for the year 2014 and credited
to the respective directors account. Accruals relate mainly to employees income tax deductions,
EPF contributions, and service tax payments as well as accrued bonus and incentive payments
for executive directors as at 31 December 2014. Other payables accounted for 89.5% of our total
current liabilities. Our current tax liabilities account for the remaining 10.5% of our total current
liabilities.
Our non-current liabilities of approximately RM20,000 as at 31 December 2014 accounted for
0.5% of our total liabilities. Our non-current liabilities comprised solely of deferred tax liabilities
arising from the tax expected to be payable on differences between the carrying amount of assets
and liabilities in the financial statements and the corresponding tax basis used in the computation
of taxable profit in FY2014.
As at 31 December 2014, our total equity attributable to equity holders of our Company, which
comprised of share capital and retained profits, amounted to RM3.2 million.
As at 30 June 2015
Current assets
As at 30 June 2015, our current assets of RM13.9 million accounted for 94.9% of our total assets.
Our current assets comprised mainly of trade and other receivables, as well as cash and bank
balances.
other receivables comprising mainly deposits paid on office rental, parking and deferred IPO
expenses. Trade and other receivables accounted for approximately RM10.2 million or 73.3% of
our total current assets as at 30 June 2015.
total current assets as at 30 June 2015.
89

Non-current assets
Non-current assets comprised mainly of property, plant and equipment and development cost in
progress. As at 30 June 2015, our non-current assets of approximately RM0.8 million accounted
for approximately 5.1% of our total assets.
Property, plant and equipment of approximately RM0.6 million as at 30 June 2015 which
accounted for approximately 80.4% of our total non-current assets, comprised computers,
furniture and fittings, motor vehicles, office equipment and renovation. Development cost in
progress of approximately RM0.1 million relates to direct labour and overheads incurred in the
process of product development of our EMS Application software. Development cost in progress
accounted for approximately 19.6% of our total non-current assets.
Current liabilities
As at 30 June 2015, our current liabilities amounted to approximately RM5.2 million which
accounted for 99.6% of our total liabilities. Our current liabilities comprise mainly other payables
and current tax liabilities.
Other payables as at 30 June 2015 of approximately RM3.3 million comprised accruals, amounts
due to directors and amounts due to other creditors. Accruals relate mainly to employees income
tax deductions, EPF contributions, service tax payments, and accrued subcontractors fee. The
amount due to directors of approximately RM0.4 million was an advance provided to our Group for
listing expenses to be incurred by our Group. Other payables accounted for approximately 63.6%
of our total current liabilities.
Our current tax liabilities accounted for approximately 36.4% of our total current liabilities.
Our non-current liabilities of approximately RM20,000 as at 30 June 2015 accounted for 0.4% of
our total liabilities. Our non-current liabilities comprise solely of deferred tax liabilities arising from
the tax expected to be payable on differences between the carrying amount of assets and
liabilities in the financial statements and the corresponding tax basis used in the computation of
taxable profit in HY2015.
As at 30 June 2015, our total equity attributable to equity holders of our Company, which
LIQUIDITY AND CAPITAL RESOURCES
Our Groups operations have been funded through a combination of internal and external sources.
Our Groups internal sources of funds comprise cash generated from its operating activities. Our
external sources of funds comprise mainly credit granted by suppliers and capital investment from
Shareholders. Our principal use of cash has been to finance our working capital in the hiring and
retention of our professionals and staff and expenses such as administrative expenses and capital
expenditure.
90

The following table sets out a summary of our Groups cash flow for FY2014 and HY2015:
Unaudited
Pro forma
FY2014
HY2015
(RM000)
Net cash provided by operating activities
2,035
1,957
(291)
(53)
(1,802)
(1,056)
Net change in cash and bank balances
(58)
848
Cash and bank balances at beginning of financial

year/period
1,417
2,870
Cash and bank balances at end of financial year/period
1,359
3,718
FY2014
In FY2014, we recorded a net cash provided by operating activities of approximately RM2.0
million, which was a result of cash generated from operating activities before working capital
changes of approximately RM3.9 million, adjusted for working capital outflow of RM1.7 million and
income tax paid of approximately RM0.2 million which was partially offset by interest received of
approximately RM6,000.
(a)
(b)
Net cash used in investing activities was approximately RM0.3 million in FY2014, which was
mainly attributable to purchase of property, plant and equipment of RM0.3 million and
development cost in progress of RM0.3 million. These were partially offset by net cash acquired
from acquisition of subsidiaries and proceeds from disposal of property, plant and equipment of
RM0.2 million.
Net cash used in financing activities of approximately RM1.8 million in FY2014 was mainly
attributable to dividend paid to equity holders of RM2.2 million which is partially offset by advances
from directors of RM0.3 million arising from the dividend credited to the directors account on
31 December 2014 and paid in 2015, and the government grant received of approximately
RM96,000.
As at 31 December 2014, our cash and bank balances were RM1.4 million.
91

HY2015
In HY2015, we recorded net cash provided by operating activities of approximately RM2.0 million,
which was a result of cash provided by operating activities before working capital changes of
working capital outflow of RM5.7 million and income tax paid of approximately RM0.1 million.
(a)
(b)
Net cash used in investing activities was approximately RM53,000 in HY2015, which was mainly
due to purchase of plant and equipment and development cost in progress for our EMS Application
software, which in aggregate, amounted to approximately RM0.2 million. This was offset by the net
cash acquired from the acquisition of subsidiaries amounting to approximately RM0.1 million.
Net cash used in financing activities of approximately RM1.1 million in HY2015 was mainly
attributable to dividends paid of approximately RM1.7 million which was partially offset by
advances from directors of RM0.4 million for the purpose of potential listing expenses to be
incurred by our Group, government grant received of approximately RM28,000 and proceeds from
issuance of ordinary shares of approximately RM0.1 million.
As at 30 June 2015, our cash and bank balances were approximately RM3.7 million.
92
CAPITALISATION AND INDEBTEDNESS

The following financial information of our Group should be read in conjunction with the full text of
this Offer Document, including the sections titled the Independent and Reporting Auditors Report
on the Audited Combined Financial Statements of Axcelasia Inc. and its Subsidiary for the
Financial Years Ended 31 December 2012, 2013 and 2014, the Independent and Reporting
Auditors Review Report on the Unaudited Combined Financial Statements of Axcelasia Inc. and
its Subsidiaries for the Six-Month Period Ended 30 June 2015 and Independent Auditors
Assurance Report on the Compilation of Unaudited Pro Forma Financial Information of Axcelasia
Inc. and its Subsidiaries for the Financial Year Ended 31 December 2014 and the Financial Period
Ended 30 June 2015 as set out in Appendices A, B and C respectively of this Offer Document,
shows our cash and cash equivalents, capitalisation and indebtedness which are prepared:
(a)
based on our unaudited combined financial statements as at 30 June 2015;
(b)
based on our unaudited combined management accounts as at 30 September 2015;
(c)
based on our unaudited combined management accounts as at 30 September 2015 as

adjusted for the issue of the PPCF Shares; and
(d)
based on our unaudited combined management accounts as at 30 September 2015 as

adjusted to give effect to the application of the estimated net proceeds raised by our
Company from the Placement, after deducting estimated listing expenses related to the
Placement.
As at
30 June
2015
As at
30 September
2015
As adjusted
for the issue
of the PPCF
Shares
As adjusted
for the net
proceeds from
the Placement
3,719
3,825
3,825
26,702
Total equity attributable to

Shareholders
9,338
9,305
10,663
33,540
Total capitalisation
9,338
9,305
10,663
33,540
(RM000)
Save for (i) the changes in working capital, (ii) the scheduled monthly repayments on our finance
leases and (iii) changes in our shareholders equity and reserves arising from the day-to-day
operations in the ordinary course of our business, there were no material changes in our total
capitalisation and indebtedness since 30 September 2015 to the Latest Practicable Date. As at the
Latest Practicable Date, our Group does not have any guaranteed and non-guaranteed, secured
and unsecured indebtedness.
Credit Facilities
As at the Latest Practicable Date, our Group does not have any banking facilities from financial
institutions.
93
CAPITALISATION AND INDEBTEDNESS

Operating Lease Commitments
As at 30 June 2015 and the Latest Practicable Date, we have the following operating lease
payment commitments relating to non-cancellable operating leases as disclosed in the section
titled General Information on our Group Properties and Fixed Assets of this Offer Document.
The leases are negotiated for an average term of two to three years and rentals are fixed for the
term of the lease with no provisions for contingent rent or revision of rent based on market price
indices.
As at
30 June 2015
(RM000)
Latest
Practicable Date
Within one financial year
596
524
After one financial year but within five financial years
608
510
1,204
1,034
We intend to finance the above operating lease commitments with internally generated funds.
Capital Commitments
As at the Latest Practicable Date, our Group does not have any material capital commitments.
Contingent Liabilities
As at the Latest Practicable Date, our Group does not have any contingent liabilities.
94
WORKING CAPITAL
Our material sources of liquidity are obtained through internal and external sources, which we use
for funding our Groups operations. Our internal sources of funds mainly comprise cash generated
from our Groups operating activities. Our external sources of funds comprise mainly credit
granted by our suppliers and capital investment from our Shareholders.
Our Group had cash and bank balances of approximately RM1.4 million and RM3.7 million as at
31 December 2014 and 30 June 2015 respectively. As at the Latest Practicable Date, our material
unused sources of liquidity comprised of approximately RM4.0 million in cash and bank balances.
Net cash generated from our Groups operating activities was approximately RM2.0 million in
FY2014 and HY2015.
Our Group recorded positive working capital of approximately RM2.5 million and approximately
RM8.7 million as at 31 December 2014 and 30 June 2015 respectively.
Please refer to the section titled Capitalisation and Indebtedness of this Offer Document for
further details.
Our Directors are of the reasonable opinion that, after having made due and careful enquiry and
after taking into account net cash generated from our Groups operating activities and our existing
cash and cash equivalents, the working capital available to our Group as at the date of lodgement
of this Offer Document is sufficient for our present working capital requirements and for at least
12 months after the admission of our Company on Catalist.
The Sponsor is of the reasonable opinion that, after having made due and careful enquiry and
after taking into account net cash generated from our Groups operating activities and our existing
cash and cash equivalents, the working capital available to our Group as at the date of lodgement
of this Offer Document is sufficient for our present working capital requirements and for at least
12 months after the admission of our Company on Catalist.
95
RESTRUCTURING EXERCISE
Pursuant to a restructuring exercise to rationalise the structure of our Group and our subsidiaries
in preparation for the Listing, our Company became the holding company of our Group. The
Restructuring Exercise involved the following:
(a)
Incorporation of our Company

Our Company was incorporated on 21 August 2015 under the Labuan Companies Act as a
public company. We are the investment holding company of our Group. At the time of
incorporation, we had an issued and paid-up share capital of S$3.00 comprising of three
shares each held by Dr. Veerinderjeet Singh, Dato Peter Tang and Mr. Ranjit Singh,
respectively.
(b)
Acquisition of Taxand Malaysia

On 21 October 2015, we entered into a sale and purchase agreement (Taxand Malaysia
SPA) with:
(i)
Dr. Veerinderjeet Singh to acquire 50.0% of the issued share capital of Taxand Malaysia
for a consideration of RM1,470,927; and
(ii)
Dato Peter Tang to acquire 50.0% of the issued share capital of Taxand Malaysia for a
consideration of RM1,470,927,
based on the NTA of Taxand Malaysia as at 1 January 2015. The consideration was satisfied
by the allotment and issue of 222,499 Shares and 222,499 Shares in our Company to Dr.
Veerinderjeet Singh and Dato Peter Tang, respectively. Upon completion of the acquisition
on 22 October 2015, Taxand Malaysia became a wholly-owned subsidiary of our Company.
(c)
Acquisition of PTA Corporate Services

On 22 October 2015, Taxand Malaysia entered into a sale and purchase agreement (PTA
Corporate Services SPA) with:
(i)
Dato Peter Tang to acquire 80.0% of the issued share capital of PTA Corporate
Services for a consideration of RM115,598; and
(ii)
Datin Chai Seow Lin to acquire 20.0% of the issued share capital of PTA Corporate
Services for a consideration of RM28,899,
based on the NTA of PTA Corporate Services as at 1 January 2015. The consideration was
satisfied by the allotment and issue of 6,118 Taxand Shares and 1,529 Taxand Shares to
Dato Peter Tang and Datin Chai Seow Lin, respectively.
Pursuant to the Restructuring Agreement, Dato Peter Tang and Datin Chai Seow Lin will
direct their abovementioned Taxand Shares to be alloted and issued to our Company, in
consideration for the allotment and issue of 16,000 Shares and 4,000 Shares in our
Company, respectively. Upon completion of the acquisition, PTA Corporate Services became
a wholly-owned subsidiary of our Company.
96
(d)
Acquisition of PTA Global Business Services

On 22 October 2015, Taxand Malaysia entered into a sale and purchase agreement (PTA
Global Business Services SPA) with:
(i)
Dato Peter Tang to acquire 70.0% of the issued share capital of PTA Global Business
(ii)
Datin Chai Seow Lin to acquire 30.0% of the issued share capital of PTA Global
Business Services for a consideration of RM88,999,
based on the NTA of PTA Global Business Services as at 1 January 2015. The consideration
was satisfied by the allotment and issue of 10,991 Taxand Shares and 4,710 Taxand Shares
to Dato Peter Tang and Datin Chai Seow Lin, respectively.
Pursuant to the Restructuring Agreement, Dato Peter Tang and Datin Chai Seow Lin will
direct their abovementioned Taxand Shares to be alloted and issued to our Company, in
consideration for the allotment and issue of 56,000 Shares and 24,000 Shares in our
Company, respectively. Upon completion of the acquisition, PTA Global Business Services
became a wholly-owned subsidiary of our Company.
(e)
Acquisition of Columbus Softnex (Columbus Softnex Acquisition)

On 19 October 2015, Columbus Advisory entered into a sale and purchase agreement
(Columbus Softnex SPA) with Mr. Kenny Wong to acquire 50.0% of the issued share
capital of Columbus Softnex for a consideration of RM439,180 based on the NTA of
Columbus Softnex as at 1 January 2015. The consideration was satisfied by the allotment
and issue of 150,000 Columbus Advisory Shares, amounting to a 13.0% interest in Columbus
Advisory, to Mr. Kenny Wong. Upon completion of the acquisition of Columbus Advisory,
Columbus Softnex became a wholly-owned subsidiary of Columbus Advisory.
(f)
Acquisition of Columbus HR (Columbus HR Acquisition)

(Columbus HR SPA) with Ms. Sylvia Anita Rockey to acquire 1.0% of the issued share
capital of Columbus HR for a cash consideration of RM1,000. Upon completion of the
acquisition of Columbus Advisory, Columbus HR became a subsidiary of Columbus Advisory.
(g)
Acquisition of Columbus Advisory

On 22 October 2015, Taxand Malaysia entered into a sale and purchase agreement
(Columbus Advisory SPA) with:
(i)
Mr. Ranjit Singh to acquire approximately 74.0% of the issued share capital of
Columbus Advisory for a consideration of RM1,013,807;
(ii)
Mr. Derek Lee to acquire approximately 13.0% of the issued share capital of Columbus
Advisory for a consideration of RM217,245; and
(iii) Mr. Kenny Wong to acquire approximately 13.0% of the issued share capital of
Columbus Advisory for a consideration of RM217,245,
97
based on the NTA of Columbus Advisory as at 1 January 2015, following the Columbus
Softnex Acquisition and the Columbus HR Acquisition. The consideration was satisfied by the
allotment and issue of 53,656 Taxand Shares, 11,498 Taxand Shares and 11,498 Taxand
Shares to Mr. Ranjit Singh, Mr. Derek Lee and Mr. Kenny Wong, respectively.
Pursuant to the Restructuring Agreement, Mr. Ranjit Singh, Mr. Derek Lee and Mr. Kenny
Wong will direct their abovementioned Taxand Shares to be alloted and issued to our
Company, in consideration for the allotment and issue of 329,419 Shares, 62,790 Shares and
62,790 Shares in our Company, respectively. Upon completion of the acquisition, Columbus
Advisory became a wholly-owned subsidiary of our Company.
(h)
Sub-division of Shares
On 28 October 2015, our Company undertook and completed the sub-division of every one
Share to 123 Shares. Accordingly, 1,000,000 Shares in our issued and paid-up share capital
were sub-divided into 123,000,000 Shares.
(i)
Transfer of engagements and employees to our Group

As part of the rationalisation of our Group structure pursuant to the Listing, over the course
of FY2014, Peter Tang & Associates and CFIT Consulting transferred their engagements in
relation to Business Support services amounting to approximately RM300,000 and
RM700,000 in aggregate, respectively, to PTA Global Business Services, among others, by
way of notice letters to their clients. Further, each of Peter Tang & Associates and CFIT
Consulting terminated the relevant employees who carried out Business Support services
and our subsidiaries, PTA Corporate Services or PTA Global Business Services (as the case
may be) entered into employment contracts with these employees. As at the date of this Offer
Document, Peter Tang & Associates will only carry out such business required minimally in
order to maintain Dato Peter Tangs audit licence, and CFIT Consulting ceased its business
with effect from 1 January 2015. An application for members voluntary winding up of CFIT
Consulting was made on 6 August 2015 pursuant to the Malaysia Companies Act.
(j)
Disposal of Columbus Advisory UK Limited

As part of the rationalisation of our Groups services, Columbus Advisory disposed of its
50.0% interest, amounting to 1,000 shares of 1.00 each, in Columbus Advisory UK Limited
to the existing shareholder who is an independent third party without consideration. To date,
Columbus Advisory UK Limited has not generated any revenue. Our Executive Director, Mr.
Ranjit Singh, also stepped down from his appointment as a director in Columbus Advisory UK
Limited on 11 September 2015.
Pursuant to the Sale and Purchase Agreements and the Restructuring Agreement, the rights and
benefits relating to the relevant shares of PTA Corporate Services, PTA Global Business Services,
Columbus Advisory, Columbus Softnex and Columbus HR accrued to Taxand Malaysia from
1 January 2015.
98
OUR GROUP STRUCTURE

Our Group structure immediately after the Restructuring Exercise and as at the date of this Offer
Document is as follows:
Axcelasia Inc.
100%
Taxand Malaysia
100%
100%
PTA Corporate
Services
PTA Global
Business
Services
100%
Columbus
Advisory
100%
Columbus
Softnex
51%
Columbus
HR
Our Subsidiaries
Save as disclosed below, our Group does not have any subsidiaries or associated companies. Our
subsidiaries are not listed on any stock exchange in any jurisdiction. Information on our
subsidiaries as at the date of this Offer Document is set out in the table below:
% Ownership
Interest held by
our Company
Name
Date and Place

of Incorporation
Principal
Business
Activities
Columbus
Advisory
19 April 2006/
Malaysia
Business
Consultancy
Malaysia
100.0%
Columbus HR
20 January 2015/
Malaysia
Business
Consultancy
Malaysia
51.0%(1)
Columbus Softnex
1 July 2010/
Malaysia
EMS Application
Malaysia
100.0%
PTA Corporate
Services
28 February 2000/
Malaysia
Business Support
Malaysia
100.0%
PTA Global
Business Services
10 August 2011/
Malaysia
Business Support
Malaysia
100.0%
Taxand Malaysia
1 September 2006/
Malaysia
Tax Advisory
Malaysia
100.0%
Principal Place
of Business
Note:
(1)
The remaining 49.0% interest in Columbus HR is held by our Executive Officer, Ms. Sylvia Anita Rockey.
99
GENERAL INFORMATION ON OUR GROUP

HISTORY
The following are key events in our history and business development:
February 2000
PTA Corporate Services was incorporated to provide management

and secretarial services
October 2005
VP On Tax Sdn. Bhd., a tax advisory company which was established

by Dr. Veerinderjeet Singh and Dato Peter Tang, entered into the
Taxand Alliance Agreement as a member of Taxand
April 2006
Columbus Advisory was established by Mr. Ranjit Singh to offer

Business Consultancy services
September 2006
Taxand Malaysia was established by Dr. Veerinderjeet Singh and

Dato Peter Tang to offer Tax Advisory services and to take over the
business and operations of VP On Tax Sdn. Bhd., as part of Taxand
March 2009
Taxand Malaysia and Columbus Advisory began to cooperate on

transactions together through cross-referral services
October 2009
Taxand Malaysia won the Transfer Pricing Firm of the Year awarded
by the International Tax Review
July 2010
Columbus Softnex was incorporated to focus on developing and

promoting the EMS Application software which complements our
Groups Business Consultancy services
August 2011
PTA Global Business Services was incorporated to provide

accounting, payroll, administration support and outsourcing services
August 2013
Taxand Malaysia won the Malaysian Tax Firm of the Year in the
Acquisition International Tax Awards 2013 publication issued by AI
Global Media
October 2014
Taxand Malaysia was listed as a Recommended Tax Firm in the World

Tax 2015 publication issued by the International Tax Review
January 2015
Columbus HR was incorporated to focus on providing human

resource services
August 2015
Our Company was incorporated
100

BUSINESS OVERVIEW
entities, private and public listed companies, and multinational corporations. Our four key
business segments are:
(a)
Tax Advisory;
(b)
(c)
(d)
Business Support.
Tax Advisory
Our Tax Advisory services are provided by our subsidiary, Taxand Malaysia. Our key clients
include sovereign wealth funds, financial institutions, multinational corporations, private and
public listed companies. Taxand Malaysia has three approved tax agents who are registered under
the Malaysia Income Tax Act, including our Executive Chairman, Dr. Veerinderjeet Singh, and our
Finance Director, Dato Peter Tang. We also have two approved GST tax agents under the
Malaysia GST Act, including our Finance Director, Dato Peter Tang. Further details as to licences
required to provide our Tax Advisory services are set out in the section titled General Information
on our Group Government Regulations of this Offer Document.
Taxand Malaysia is a member of Taxand, a global organisation of independent tax advisory firms
consisting of 400 tax partners and over 2,000 tax advisors in 46 countries. Pursuant to the Taxand
Alliance Agreement, member firms co-operate on a non-exclusive basis with common clients and
potential targets to provide tax services, and with the objective of, among others, facilitating client
services and on-going market and business development activities for Taxand member firms. As
such, Taxand Malaysia remains an independent firm, and does not share profits and losses with
the other Taxand member firms. However, we are able to leverage on Taxands large existing client
base and work with other Taxand member firms in servicing their clients. Further, we are also able
to refer our clients to other Taxand member firms should they require comprehensive international
tax advice in relation to their international or regional operations.
Our Tax Advisory services encompass the following areas:
Corporate tax: We advise on all aspects of corporate tax such as income tax, real property
gains tax and stamp duty. Our services include, among others, (a) advising our clients on tax
issues associated with their existing corporate structures or proposed corporate
reorganisation and business plans, (b) advising our clients on how to apply for and capitalise
on tax incentives, (c) assisting our clients in tax reviews, (d) identifying possible avenues for
tax savings, and (e) obtaining advance rulings from the requisite tax authorities. As part of
our services, we also carry out customary due diligence and risk assessment reviews.
Individual tax: Apart from advising on corporate taxes, we also advice on tax affairs of
individuals. Such services include structuring tax effective remuneration packages for our
clients, advising our clients on performance share plans and/or share option schemes,
reviewing our clients payroll arrangements, and advising them on tax equalisation, and other
employer and employee compliance obligations.
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International tax: In order to cater to the cross-border tax needs of our clients, we also
provide international tax advisory services relating to holding and financing structures,
intellectual property and royalty planning, mergers and acquisitions, real estate investments,
in-bound and out-bound investments, as well as issues arising from double tax treaties.
Transfer pricing: Transfer pricing has been a key influence on organisations worldwide tax
burden. As our key clients are local conglomerates which often enter into intra-group
transactions, our services include (a) conceptualising and implementing transfer pricing
policies for our clients, (b) reviewing our clients transfer pricing structures, proposed
transactions and intra-group agreements, (c) implementing tax efficient supply chains within
our clients organisations, (d) conceptualising tax planning benchmarks, (e) providing our
clients with benchmarking analysis as to the transfer pricing arrangements carried out by our
clients competitors, and (f) assisting our clients in their representations to tax authorities or
in their alternative dispute resolution processes.
GST and indirect tax: With the recent implementation of GST in Malaysia in early 2015, we
believe that businesses will continue to face issues in managing their exposure to indirect
taxes including excise and customs duties. Our services include, among others, assisting
and advising on GST and other indirect taxes in relation to specific transactions and
cross-border transactions, reviewing existing arrangements, and liaising with the tax
authorities to clarify issues and/or to seek customs rulings.
Tax compliance: We provide tax compliance services such as preparing of tax returns for
corporations, individuals, trust entities, partnerships, and other taxable persons, assisting in
tax audits, reviewing our clients tax risks, as well as assisting our clients in tax investigations
and their dispute resolution process.
Tax knowledge management: Our regular interactions with the authorities and involvement
with professional bodies and business associations keep us updated on market practices. As
such, we also provide knowledge management services such as tax training workshops,
seminars and tax training sessions. In particular, our Executive Chairman, Dr. Veerinderjeet
Singh, and some of our key personnel actively participate in numerous conferences, serve
on committees of various professional bodies, chambers of commerce and contribute to
articles in respected publications.
The time required for each Tax Advisory engagement depends on various factors such as the
number of jurisdictions and entities involved in the underlying transaction, whether there are
recent amendments to laws and regulations, and the level of involvement of the various categories
of staff.
In relation to engagements which can be completed in a relatively short duration of two to six
months, our Group would enter into a letter of engagement for one-off fees or through time-costs
for the actual time spent on work done.
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Where our engagements can only be completed in a longer duration of approximately six months
or more, such as engagements in relation to GST implementation, we may adopt a three-phase
work approach as follows:
Phase
Description
Phase I
Identifying, understanding and assessing the impact of the relevant tax

issues on our client
Phase II
Consolidating the findings from Phase I and proposing solutions to the tax
issues, as well as executing and implementing the proposals
Phase III
Reviewing the proposals after the implementation
In such engagements, fees are usually payable by stage payment based on milestones agreed
with our clients. Subject to negotiation with our clients, as a substantial portion of the work has to
be carried out in Phase I, approximately 65.0% of the fees will be payable upon completion of
Phase I. The remaining 35.0% of the fees will be payable upon completion of Phase II. As Phase
III will only be carried out upon demand by our clients, fees incurred under Phase III are usually
separately payable based on the actual time costs incurred.
Our notable projects include providing services in relation to the implementation of GST for a
motor group of companies, a technology and e-commerce services company and law firms, and
providing Tax Advisory Services to an engineering-based infrastructure and services group, a
helicopter services company, an oil and gas infrastructure and services company.
Our Business Consultancy services are provided by our subsidiaries, Columbus Advisory and
Columbus HR. Over the years we have provided strategic advice to government-linked
organisations, private and public listed companies which operate in various industries. Further
details as to licences required to provide Business Consultancy services are set out in the section
titled General Information on our Group Government Regulations of this Offer Document.
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Our Business Consultancy services encompass the following areas:
Enterprise Risk Management (ERM): We assist organisations with the implementation

and enhancement of their ERM processes. We provide a holistic service which would
generally commence with an initial identification of our clients risks through a review of their
vision, mission, goals, governance structures, internal policies, and level of automation.
Following which, we would provide advice on setting up an ERM framework whereby we
would propose policies and procedures to overcome risks as well as monitor their action
plans to manage these risks. Columbus Advisory also provides ERM training sessions to
increase our clients awareness of ERM issues, as well as facilitates workshops on risk
identification, profiling, and assessment. The integration of ERM for our clients would entail,
among others, planning our clients business strategies, proposing investments or joint
ventures, improving operational processes and performance management. Details of our
ERM framework are set out below:
Internal audit: We provide internal audit services to our clients as part of their corporate
governance and compliance requirements. This includes information technology audits as
well. Our methodology includes carrying out a high-level risk review of our client, determining
the audit focus areas, assessing their internal controls, followed by communicating and
reporting these results to the responsible persons within those organisations such as our
clients audit committee.
IT consulting: We advise our clients on how to utilise information technology in order to

meet their business objectives. In so doing, we will plan the project scope, design the IT
system and manage the monitoring platforms designed for our clients.
Forensic investigation: We carry out forensic investigation to assess any financial,

non-financial and regulatory irregularities. We assist our clients in implementing procedures
to prevent future recurrence, provide fraud risk assessment, and carry out internal audits. We
also assist our clients in establishing a whistle-blowing framework including a fraud hotline
in our position as an independent third party, as well as provide litigation support in relation
to such fraud matters.
104
Business continuity management: Our clients increasingly realise the need to implement
business continuity plans in the eventuality of certain events such as disasters. We assist our
clients in developing business continuity management programmes, carrying out business
impact analysis and risk assessments, preparing business continuity strategies and plans,
and monitoring the implementation of their business continuity programs. We also test out
our clients implemented business continuity plans, carry out training and promote the
general awareness of business continuity management issues.
Governance and compliance: As our clients face increasing demands for compliance with
regulations, we also review our clients practices to ensure that they comply with the
applicable codes of corporate governance as well as provide recommendations for
improvement. Our services also include assessing (a) corporate governance processes, (b)
corporate social responsibility policies, (c) compliance with internal control requirements, (d)
organisations board effectiveness, training and remuneration reviews, and (e) organisations
risk control self assessment processes.
Transformation and programme management: We assist our clients with their

transformation programmes. Our clients carry out such programmes in order to reposition
and realign their organisation with the present business environment so that they may
achieve better operational capabilities. This entails redefining our clients business
strategies and goals, business processes, human resources, organisation and technology to
meet their current and future business needs. As part of the transformation and programme
management, we may, among others, (a) issue strategic study reports on the organisation,
(b) provide advice on increasing automation within an organisation, (c) provide tax
implementation advice, and (d) issue blueprints in relation to, among others, amending an
organisations business processes, business strategies and information technology.
Human resources: Our Group also provides a wide spectrum of human resources services
such as, inter alia, designing the organisational structure for our clients, planning their
manpower, carrying out employee engagement surveys, and implementing performance
development plans, reviews and appraisals for our clients. We are also involved in talent
management, succession planning, as well as the development of employee handbooks.
The time required for each Business Consultancy engagement depends on various factors such
as the nature of the advice, complexity of the transaction, and the number of entities within our
clients organisation.
Where the service provided is more specific, for instance, the service entails the issuance of risk
assessment reports, business continuity plans or internal audit advice, our engagements may be
for a short duration or a fixed term. Our Group may enter into a letter of engagement for one-off
fees or charge time-costs for the actual time spent on work done. We may also bill approximately
20.0% to 30.0% upon receipt of a mandate, and the remainder to be billed upon delivery of the
requested findings or reports.
Where the service provided is more holistic, for instance, services entailing ERM or the
transformation and programme management, we may bill for different aspects of the services
provided. For instance, in relation to ERM, approximately 10.0% to 20.0% would pertain to
reviewing our clients ERM framework, approximately 40.0% to 50.0% would pertain to ERM
training and facilitation of workshops, and the remainder on establishing a risk action planning
framework. As such engagements can only be completed in a longer duration of three to 18
months, and we may adopt the following milestone payments:
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Phase
Description
Stage 1
Upon commencement of services
Stage 2
Upon completion of workshops and/or submission of drafts of deliverables
Stage 3
Upon submission of final deliverables and/or final presentations to the client
Subject to negotiation with our clients, up to approximately 20.0% may be payable upon Stage 1,
up to approximately 50.0% payable upon Stage 2, and up to approximately 30.0% payable upon
Stage 3.
We may also sub-contract certain of our services such as document editing, providing legal
advice, providing new application software programs (e.g. enterprise architecture), developing
change management plans, and providing human resources consultancy services, where we
require their specific and additional expertise to complement our services, especially in relation to
the transformation and programme management services.
Our notable projects include the large scale transformation and programme management for a
regulatory authority, enhancing the ERM framework of a government owned company with
infrastructure projects in Malaysia and a large automobile manufacturing and distribution
company, performing internal audit for a public transportation solutions company, evaluating and
assessing risks and identifying critical business functions of a government sponsored initiative
entity, and developing a business continuity management policy and framework for a postal
services company. Our executives also provide in-house workshops for organisations and have
been invited to speak or lead in numerous workshops.
Enterprise Management System (EMS) Application
Our subsidiary, Columbus Softnex, develops and maintains the EMS Application software for our
clients. This software provides our clients with a user interface to input certain operational
information thereby deriving a dashboard view of our clients governance, risk and compliance
issues. Our EMS Application software provides modules such as ERM, compliance monitoring,
internal audit, incident and insurance management and information security management
systems. These modules are customisable to the specific requirements of our clients and further
details on certain modules are set out as follows:
ERM module: In utilising this module, our clients are able to track their risk exposure in
relation to the various stages of product development, project management and daily
operations. It allows our clients to build and track their action plans, and highlight key
business process risks to them.
Compliance monitoring module: Our clients, especially those in highly regulated

industries, often have to comply with numerous regulatory requirements. This module allows
our clients to, among others, track their compliance filings through user-friendly checklists,
and raise follow-up reminders in relation to our clients action plans.
Internal audit module: This module enables our clients to fully automate their internal audit
processes including managing work papers, generating internal audit reports, recording the
time incurred in completing each internal audit engagement, staff scheduling and monitoring
the status of internal audit findings.
106
Incident and insurance management module: The relevant employees of our clients are
able to enter details of workplace health and safety incidents into our EMS Application
software, which keeps a database on, among others, the cause, location and time of the
incident, and the impact of the incident on the organisation. Upon receiving notification of the
incident from our EMS Application software, the relevant department of our client will
proceed to validate the incident and subsequently submit the incident details to the insurance
agent, through our EMS Application software, for processing of insurance claims. As such,
our EMS Application software allows our clients to keep track of the incidents as well as their
insurance claims.
We usually bill our clients approximately 50.0% of our fees upfront, with the remaining
approximately 50.0% of our fees billed upon implementation of the EMS Application software. We
also usually bill our clients the entire maintenance fees upfront on a yearly basis during the
maintenance stage. In the early stage following the implementation of the EMS Application
software, we would train our clients as to the utilisation of the programme as well as provide
maintenance services. This period would last six to 12 months in respect of larger organisations
or two to three months for smaller organisations. For larger organisations, one to two employees
may also be seconded to our clients offices as well. We also constantly upgrade our EMS
Application software whereby our clients are given the option to acquire the updates for a fee.
Columbus Softnex also enjoys certain incentives pursuant to its MSC Malaysia status. Further
details are set out in the section titled General Information on our Group Government
Regulations of this Offer Document.
Our notable projects include developing, customising and providing other ancillary works in
relation to the management of enterprise risk, compliance, insurance, incident and information
security system of a telecommunications services company.
Columbus Softnex and CFSB entered into the Cradle Fund Agreement whereby CFSB granted
Columbus Softnex funding of up to RM496,120 through the CIP 500 for the Disbursement Period
in relation to commercialising the prototype and services of Columbus Softnexs principal activity.
CFSB may only disburse the funds through the CIP 500 upon receiving the requisite supporting
documents from Columbus Softnex, and where the required billing milestones have been
achieved by Columbus Softnex. Pursuant to a supplementary agreement dated 27 July 2015, the
required billing milestones under the Cradle Fund Agreement have to be achieved by 11
September 2015, and these billing milestones have been met. In addition, pursuant to the Cradle
Fund Agreement, Columbus Softnex has to, among others:
(a)
ensure that the funding from CFSB shall not constitute more than 62.0% of Columbus
Softnexs funding requirement and Columbus Softnex shall bear the remaining 38.0% from
its internally generated funds;
(b)
ensure that its key personnel remain in Columbus Softnex for at least 36 months, to ensure
the successful implementation of the project throughout the Funding Period (as defined
below); and
(c)
that all rights, titles and interest in and to any and all intellectual property relating to the
relevant prototype shall be deemed to belong to Columbus Softnex.
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In the event that Columbus Softnex achieves certain revenue thresholds, or sells its business
above the requisite value (the Success Trigger Point) before the end of the funding period
being 11 March 2017 (the Funding Period), the funding shall be converted into a partial grant
whereby Columbus Softnex shall be obliged to repay CFSB 50.0% of the actual amount of funding
disbursed by CFSB throughout the Disbursement Period together with an administration fee or
such small sum as CFSB in its absolute discretion may determine, together with an administration
fee. In the event that the Success Trigger Point occurs at any time after the Funding Period, the
actual amount of the funding disbursed by CFSB throughout the Disbursement Period may, at
CFSBs sole discretion, be fully converted into a gratuitous grant.
In the event of default of the Cradle Fund Agreement, Columbus Softnex shall, at the option of
CFSB, repay to CFSB or to the Government, or such third party, the actual amount of the funding
disbursed to Columbus Softnex within the Disbursement Period, together with an administration
fee, or such smaller sum as CFSB or the Government in its absolute discretion seeks to recover,
together with an administration fee.
As at the Latest Practicable Date, RM179,052 has been disbursed within the Disbursement
Period. In September 2015, a further RM126,770 was claimed but has not yet been disbursed by
CFSB. Please see the section titled Interested Person Transactions Present and On-Going
Interested Person Transactions of this Offer Document for further details of the personal
guarantee provided by our Director, Mr. Ranjit Singh and our Executive Officers, Mr. Derek Lee
and Mr. Kenny Wong to CFSB.
Business Support
Our Business Support services are provided by PTA Corporate Services, which is focused on
corporate secretarial services, and PTA Global Business Services, which is focused on accounting
and outsourcing services. Our key clients include private and public listed companies and
multinational corporations in Malaysia. We also provide services within our Group. Further details
as to licences required to provide the Business Support services are set out in the section titled
General Information on our Group Government Regulations of this Offer Document.
Our Business Support services include the following areas:
Corporate secretarial services: Our services include incorporating companies, providing

registered addresses, providing company secretarial services, maintaining our clients
statutory records, organising board committee meetings, and liquidating companies via a
members voluntary winding up. We also liaise with authorities such as the Companies
Commission of Malaysia, Malaysian Ministry of Finance, MDeC, Employees Provident Fund
of Malaysia and the Social Security Organisation of Malaysia in respect of our clients
requisite filings and licenses.
Accounting and outsourcing services: We provide book-keeping services, preparation of

financial statements, payroll processing, GST accounting, reconciliation of accounts and
administrative support services. Such services may be provided to our clients who have
outsourced these functions.
Depending on the nature of the Business Support services provided, the letter of engagements
entered into with our clients may provide for one-off fees or monthly fees (subject to review at the
end of a stipulated period of time) where the service provided is recurring in nature.
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PTA Global Business Services also enjoys certain incentives pursuant to its MSC Malaysia status.
Further details are set out in the section titled General Information on our Group Government
Regulations of this Offer Document. Our notable engagement includes providing monthly
accounting services to a multinational company which provides information technology and
business process outsourcing services.
MARKETING AND BUSINESS DEVELOPMENT
We believe that effective marketing and business development strategies are key components of
our success. Through our subsidiaries, our Group has managed to foster long-term relationships
with our clients. In particular, our Group benefits from the network of contacts between our
Executive Chairman, Dr. Veerinderjeet Singh, our Finance Director, Dato Peter Tang, and our
Executive Director, Mr. Ranjit Singh, who collectively have more than 95 years of experience in the
professional services industry. Our Executive Directors and our subsidiaries managing directors,
who have had extensive experience in our industry, also play a key role in marketing activities,
performing our Groups services and providing our clients with timely, cost effective and quality
professional services. Our Group also actively engages in strategic partnerships with regulators
such as the Malaysia Inland Revenue Board and the Tax Division of the Malaysian Ministry of
Finance, professional bodies such as the MIA, the MICPA, the IIA, as well as chambers of
commerce like the Malaysian International Chamber of Commerce and Industry which have
allowed us to gain access and valuable insights for business development opportunities in these
areas.
Furthermore, we participate in the annual Taxand Conference whereby clients and members of
Taxand gather to discuss topical tax issues and share expertise such as in relation to indirect tax,
and transfer pricing. Taxand also issues electronic newsletters on latest tax issues which we
disseminate to our clients. We also provide training to organisations such as Bursa Malaysia in
relation to risk action planning. In addition, to further enhance our profile and visibility in the
industry, our key management such as Dr. Veerinderjeet Singh and Mr. Ranjit Singh also actively
participate in numerous conferences and speaking engagements, locally or regionally, in relation
to GST and tax, and risk management and internal audit issues respectively. In particular, Dr.
Veerinderjeet Singh is the author of numerous textbooks on tax in Malaysia.
Following the Restructuring Exercise, we intend to further strengthen our ties with our clients by
cross-selling a range of services that our Group can provide to such clients.
Based on the pro forma financial information of our Group, we incurred marketing expenses
amounting to approximately RM43,398 in FY2014 and RM29,556 for HY2015.
AWARDS AND ACCREDITATIONS
Our subsidiary, Taxand Malaysia, has received the following awards and accreditations:
Date of issue
and/or expiry
Name of award or accreditation
Awarding organisation
2009
2010
2012
2012
2013
109

Date of issue
and/or expiry
Name of award or accreditation
Awarding organisation
2013
2013
Malaysian Tax Firm
2013
Global Law Experts & Global

Accountancy Experts
2014
Acquisition International M&A

Awards
2015
OUR MAJOR CLIENTS

Our major clients for FY2014 were the subsidiaries of Tan Chong Group, and Telekom Malaysia
which contributed, in aggregate, 12.5% of our Groups total pro forma revenue. Our major clients
for HY2015 were a regulatory authority and the subsidiaries of Tan Chong Group which
contributed, in aggregate, 45.7% of our Groups total pro forma revenue. None of the subsidiaries
of Tan Chong Group individually contributed more than 5.0% of our Groups total revenue for the
Period Under Review and the Pro Forma Period.
Save as disclosed above, there is no other client whose revenue contribution accounted for more
than 5% of our revenue in the Period Under Review and the Pro Forma Period.
Due to the project based nature of our business, revenue contribution from our clients varies from
year to year. We may not secure similar projects or mandates in terms of size and scope with the
same clients in subsequent years.
Our Group has not entered into any other long term contracts with our major clients and our Group
is not materially dependent on any contract with any client.
To the best of their knowledge, our Directors are not aware of any information or arrangement
which would lead to a cessation or termination of our current relationship with any of our major
clients. None of our Directors or Substantial Shareholders or their Associates is related to or has
any interest in any of our major clients above.
OUR MAJOR SUPPLIERS
Expenses of our Group comprise mainly sub-contracting fees, employee benefits, rental and
maintenance expenses, retainer fees, and professional fees. None of our suppliers accounted for
5.0% or more of our items of expense for the Period Under Review and the Pro Forma Period,
save for Moore Stephens Advisory Sdn. Bhd. which provided us with, among others, project
management services, and Advent MS Tax Consultants Sdn. Bhd. which provided us with GST tax
consultancy services, amounting to approximately 21.8% and 8.0% of our Groups pro forma total
expenses in HY2015, respectively.
Our Directors are of the view that, as at the Latest Practicable Date, our business and profitability
are not materially dependent on any of our suppliers. To the best of our Directors knowledge, we
are not aware of any information or arrangement which would lead to a cessation or termination
of our current relationship with any of our major suppliers. As at the Latest Practicable Date, none
110

of our Directors or Substantial Shareholders or their respective Associates has any interest, direct
or indirect, in any of our major suppliers, save that a non-executive statutory director of Columbus
Advisory is presently a director of and holds an interest in Moore Stephens Advisory Sdn. Bhd.
CREDIT POLICY
Our Group monitors the financial standing of our clients on an ongoing basis to ensure that our
Group is exposed to minimal credit risk. Our clients are mainly government-linked entities, private
and public listed companies, and multinational corporations. Our Group does not have any
significant credit exposure to any single client or any group of clients having similar credit risks.
Trade receivables turnover days
Our trade receivables turnover days for the Period Under Review and the Pro Forma Period are
as follows:
Audited
Trade receivables
turnover days (1)
Unaudited
FY2012
FY2013
FY2014
HY2015 (2)
108
97
81
65
Unaudited
Pro forma
FY2014
HY2015
94
78
Notes:
(1)
Trade receivables turnover days is computed as follows:

Average trade receivables balances
Revenue
Number of days
Where:
Average trade receivables balances is based on the average of the opening and closing trade receivables
balances for the relevant financial year/period.
Number of days is defined as the number of calendar days in the relevant financial year/period.
(2)
Trade receivables turnover days for HY2015 is computed based on the average of the trade receivables closing
balance of our subsidiary, Taxand Malaysia, as at 31 December 2014, and the trade receivables closing balance of
our Group as at 30 June 2015.
We generally bill our clients either on an agreed periodic basis for the time-costs incurred or based
on milestone achieved. While our payment terms generally provide that payment should be made
upon receipt of the invoice, certain clients may take between 30 to 90 days to make payment of
our fees.
We seek to maintain strict control over our outstanding receivables via a credit control department
to minimise credit risk. Overdue balances and creditworthiness of our clients are reviewed
quarterly by our financial controller with senior management of the operating companies of our
Group. The financial controller will implement credit hold if the client is deemed not creditworthy
based on joint assessment with our management.
Impairment Policy
Our Group makes impairment of receivables based on an assessment of the recoverability of
receivables. Impairment is applied to receivables where events or changes in circumstances
indicate that the carrying amounts may not be recoverable.
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Our Group specifically analyses historical bad debts, customer concentration, customer
creditworthiness, current economic trends and changes in customer payment terms when making
a judgement to evaluate the adequacy of the impairment of receivables. Where the expectations
differ from the original estimates, the differences would impact the carrying amount of receivables.
We have adopted an impairment policy where doubtful trade receivables will be written-off upon
the impairment loss event (or trigger event) of aging for more than 365 days based on our
assessment of historical data.
Our allowance for impairment loss on doubtful trade receivables and bad debts written off for the
Period Under Review and the Pro Forma Period were as follows:
Audited
(RM000)
FY2012
FY2013
Unaudited
FY2014
HY2015
Unaudited
Pro forma
FY2014 HY2015
Allowances for impairment

loss on doubtful trade
receivables
26
Bad debts written off
61 (1)
15
16
61
15
42
As a percentage of our
revenue (%)
1.2
0.2
0.3
As a percentage of our profit

before income tax (%)
12.0
0.7
1.1
Note:
(1)
The amount of bad debts written off of RM60,600 in FY2013 relate to a one-off transaction from a single client
of Taxand Malaysia who is not a major customer of our Group.
The aged analysis of trade receivables past due but not impaired as at the end of the respective
reporting periods were as follows:
As at 31 December
2013
2014
As at 30 June
2015
(RM000)
2012
Past due less than 1 month
551
599
1,085
3,950
Past due 1 to 2 months
200
261
433
2,932
35
110
157
822
226
40
224
1,382
Past due over 4 months
293
475
305
550
Credit terms granted by our suppliers

Save for the trade payables of RM1,347 in FY2012 which arose in relation to disbursement fees,
such as filing fees and stamp duties, which are billed to clients in anticipation of the payment of
such fees to the relevant authorities, our Group makes payment to our suppliers upon receipt of
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our fees, and our suppliers have not granted our Group any credit terms. Accordingly, trade
payables turnover days are not applicable to our business as our trade payables do not arise from
trade expenses incurred.
QUALITY ASSURANCE
All our consultants are experienced professionals who are able to provide quality service to our
clients. We have also implemented internal procedural manuals to ensure consistency in the
quality of our services. Our managers in turn review and monitor the work of our other employees.
In relation to each engagement, we typically assign one of our subsidiaries directors or managers
to maintain the existing relationship with our clients, as well as promote our Groups services to
our clients. In respect of certain key clients, we may also conduct ad hoc interviews to determine
the extent of client satisfaction with our services, and to ascertain how we can better assist our
clients in meeting their needs. Our constant interaction with our clients gives us the opportunity
to obtain feedback to improve the quality of our services.
TRAINING
Our employees are an important resource and significant asset to the success of our Groups
business. Hence, we place emphasis on constant training and re-training of our staff to ensure
that they are equipped with the necessary skills and knowledge to serve our clients better with
improved productivity.
All new employees undergo orientation programmes to familiarise themselves with our general
working environment, corporate culture, product and service knowledge as well as quality
requirements. These programmes are conducted in-house with emphasis on matters relating to
employee conduct and discipline, quality and safety awareness. Thereafter, the employees are
directed to their respective immediate supervisors for more specific on-the-job training.
Immediate supervisors will closely monitor individual staff and impart skills and knowledge to
ensure that our employees are equipped with the necessary skills and knowledge for their
respective job functions and that their performance meet our desired standards.
To ensure that our employees are kept abreast with the latest developments in their respective
fields, we send selected employees to participate in seminars, conferences and training courses
from time to time.
In relation to our subsidiary, Taxand Malaysia, we carry out seminars at least once or twice
annually typically after the annual Malaysia Government Budget is announced, so that our
consultants and clients are informed of any new tax developments in Malaysia. Our consultants
also attend seminars hosted by professional bodies in order to keep up-to-date with the latest
changes in tax legislations and regulations and as part of their continuing professional
development programmes. Further, we also send our tax consultants to the annual Taxand Asia
Senior School or the Taxand Asia Junior School (as the case may be).
In relation to our subsidiary, Columbus Advisory, each of our consultants has to undertake internal
and external training. In addition, our more senior consultants also have to attend conferences
organised by professional bodies such as the MIA and the IIA.
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INSURANCE
In respect of our employees, we have obtained the group health plan insurance policies which,
among others, cover personal accident, hospital and surgical insurance. We also maintain
insurance policies which cover losses, damage and harm which may arise from or relate to the
occupancy or use of our offices, in particular, special all-risk policies on office equipment such as
computers, furniture and fixtures.
Our subsidiaries namely, Taxand Malaysia, Columbus Advisory and Columbus Softnex, have also
taken out professional indemnities, pursuant to the relevant regulatory and/or contractual
requirements. We currently do not maintain any key man insurance.
Our Directors believe we have sufficient insurance coverage in accordance with industry
standards and business practices. Depending on our Groups expansion plans and growth in
operations, we may increase our insurance coverage.
INTELLECTUAL PROPERTY
Taxand has registered the Taxand trademark in relation to certain specifications of goods and
services in Malaysia. Our subsidiary, Taxand Malaysia, is able to use the Taxand trademarks
pursuant to the Taxand Alliance Agreement which provides that member firms have the rights or
obligations to use any trademarks, proprietary words, or symbols of other member firms to
properly identify the goods or services of such member firms to the extent otherwise permitted by
applicable law or by written agreement between the member firms.
Save in relation to our EMS Application software and as disclosed above, our Group does not own
or use any trademark, patent or other intellectual property which are material to our business or
profitability.
GOVERNMENT REGULATIONS
We are subject to all relevant laws and regulations of the countries where our business operations
are located and may be affected by policies which may be introduced by the relevant governments
from time to time. We have identified the main laws and regulations (apart from those pertaining
to general business requirements) that materially affect our operations, the relevant regulatory
bodies and the licences, permits and approvals typically required for the conduct of our business.
Save as disclosed herein, we do not require any other material licences, registrations, permits or
approvals in respect of our operations apart from those pertaining to general business registration
requirements. As at the Latest Practicable Date, our Directors believe that we are not in breach
of any laws or regulations applicable to our business operations that would materially affect our
business operations.
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The following is a list of the licences and approvals required for our business operations in
Malaysia (including Labuan):
Tax agents authorised under the Malaysia Income Tax Act
As at the Latest Practicable Date, our subsidiary, Taxand Malaysia, has three approved tax agents
registered under Section 153(3) of the Malaysia Income Tax Act which provides that a tax agent
means any professional accountant or person, approved by the Malaysia Minister of Finance.
Pursuant to Section 153(6) of the Malaysia Income Tax Act, an approval or renewal of an approval
shall be valid for a minimum period of 24 months beginning from the date of such approval or
renewal. Under the conditions of the tax agent approval, application for renewal must be made at
least four months before the expiry. As at the Latest Practicable Date, our tax agents have not had
any issues renewing their approvals as tax agents. Details of our registered tax agents are as
follows:
Registered Tax Agent
Duration
22 September 2013 to 21 September 2016
Dato Peter Tang
Ms. Leow Mui Lee
GST tax agents authorised under the Malaysia GST Act

As at the Latest Practicable Date, our subsidiary, Taxand Malaysia, has two approved GST tax
agents. Section 170(1) of the Malaysia GST Act provides that no person shall be permitted to act
in Malaysia on behalf of any person for any matter under the Malaysia GST Act unless he is a tax
agent provided under the act. Pursuant to Section 170(3) of the Malaysia GST Act, the Malaysia
Minister of Finance may approve an application as a tax agent under the act, which upon approval,
shall be valid for a minimum period of 24 months or any other period less than 24 months as the
Malaysia Minister of Finance may determine. Under the conditions of the GST tax agent approval,
application for renewal must be made at least four months before the expiry. Details of our
registered GST tax agents are as follows:
Registered GST Tax Agent
Duration
Dato Peter Tang
4 August 2014 to 3 August 2016
Ms. Leow Mui Lee
28 August 2015 to 27 August 2017
Provision of corporate secretarial services

Pursuant to the Malaysia Companies Act, a person may act as a company secretary if he is (a)
a member of a professional body, or any other body, which has for the time being been prescribed
by the Minister of Domestic Trade, Co-operatives and Consumerism by notification publication in
the Gazette, or (b) licensed by the Registrar of the Companies Commission of Malaysia. The
prescribed bodies that have been given the abovementioned status includes, among others, the
MIA, the MICPA, and the Malaysian Association of Company Secretaries and the MAICSA.
As at the Latest Practicable Date, at least three persons employed by our subsidiary, PTA
Corporate Services, can provide corporate secretarial services, namely, our Finance Director,
Dato Peter Tang, who is a member of the MIA, and the managing director of PTA Corporate
115

Services and our Executive Officer, Datin Chai Seow Lin, who has a company secretary licence
granted by the Companies Commission of Malaysia, and Mr. Nip Chee Sien, who is licensed by
MAICSA.
Certificate of registration as a consultancy firm (MOF Consultant Registration)
Any company which intends to tender for certain Government consulting contracts shall register
with the Malaysian Ministry of Finance. Under the MOF Consultant Registration, the renewal
application must be made within three months of expiry. As at 1 October 2015, an application for
renewal has been made by Columbus Advisory. The Directors do not foresee any difficulty in the
renewal of the MOF Consultant Registration which, in their opinion, is procedural in nature.
Details of our subsidiaries with the MOF Consultant Registration are as follows:
Our subsidiary
Duration
Taxand Malaysia
7 November 2013 to 6 November 2016
Columbus Advisory
28 December 2012 to 27 December 2015
Certificate of registration as a supplier (MOF Supplier Registration)

Any company which intends to tender for certain Government contracts to supply goods or
services shall register with the Malaysian Ministry of Finance. Under the MOF Supplier
Registration, the renewal application must be made within three months of expiry.
Details of our subsidiary with a MOF Supplier Registration are as follows:
Our subsidiary
Duration
Columbus Advisory
27 November 2013 to 26 November 2016
MSC Malaysia status

Each of our subsidiaries, Columbus Softnex and PTA Global Business Services, has been granted
a MSC Malaysia status. MDeC oversees and administers the applications and granting of MSC
Malaysia status which is a form of recognition by the Malaysian Government for ICT and
ICT-facilitated businesses that develop or use multimedia technologies to produce and enhance
their products and services. MSC Malaysia status is awarded to three types of business entities,
namely, (a) locally incorporated private limited companies, (b) institutions of higher learning, and
(c) incubators.
The grant of MSC Malaysia status entitles qualified entities to a set of incentives, rights and
privileges under the MSC Malaysia Bill of Guarantees, which may be subject to requirements
under any relevant local laws and regulations and any other terms and conditions that may be
imposed by the Malaysian Government and/or MDeC. Currently the ten incentives under the MSC
Malaysia Bill of Guarantees are as follows:
(a)
to provide a world-class physical and information infrastructure;
(b)
to allow unrestricted employment of local and foreign knowledge workers;

116

(c)
to ensure freedom of ownership by exempting companies with MSC Malaysia status from
local ownership requirements;
(d)
to give the freedom to source capital globally for MSC Malaysia infrastructure, and the right
to borrow funds globally;
(e)
to provide competitive financial incentives, including pioneer status (100% tax exemption) for
up to ten years or an investment tax allowance for up to five years and no duties on the
importation of multimedia equipment;
(f)
to become a regional leader in intellectual property protection and cyberlaws;
(g)
to ensure no censorship of the Internet;
(h)
to provide globally competitive telecommunications tariffs;
(i)
to tender key MSC Malaysia infrastructure contracts to leading companies willing to use MSC
Malaysia as their regional hub; and
(j)
to provide a high-powered implementation agency to act as an effective one-stop super shop.
Columbus Softnex
Pursuant to the letter from MDeC dated 30 November 2012, the qualifying services of Columbus
Softnex are:
(a)
to carry out research, development and commercialisation of a governance, risk and

compliance software solution, namely, EMS.net version 3.0 and above; and
(b)
to provide the implementation, maintenance and technical services related to the

abovementioned solution,
whereby, among others, Columbus Softnexs qualifying activities must be implemented and
operated in a designated premises in a MSC Malaysia Cybercity with a minimum office space of
800 sq ft and at all times at least 15% of the total number of employees shall be knowledge
workers (as defined by MDeC).
Whilst our subsidiary, Columbus Softnex, is currently operating from a premise within a MSC
Malaysia Cybercity which is smaller than the minimum office space requested for in the letter from
MDeC, MDeC has provided its confirmation that such premise is acceptable.
Pursuant to the MSC Malaysia status, Columbus Softnex has also been granted a pioneer status
tax incentive in accordance with the Malaysian Promotion of Investments Act 1986 (Pioneer
Status) on 20 May 2013. The Pioneer Status exempts Columbus Softnex from the payment of
Malaysian income tax on the income of its qualifying activities for a period of five years
commencing from 30 November 2012 to 29 November 2017. A formal application must be made
to MIDA, through MDeC, on or before 30 October 2017, in order for Columbus Softnex to enjoy
the income tax exemption for a further five year period.
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In addition, Columbus Softnex is required to notify MDeC of any change in its equity or
shareholding structure, and the notification must take place before steps are taken to effect such
change. MDeC has been notified of the change in the shareholding structure of Columbus Softnex
prior to the completion of the Restructuring Exercise.
PTA Global Business Services
Pursuant to the letter from MDeC dated 21 September 2012, the qualifying services of PTA Global
Business Services are:
(a)
to establish and operate a shared services or outsourcing centre rendering services in

financial and accounting, payroll and administration, business processes; and
(b)
the provision of implementation, technical services and maintenance related to the above
services,
whereby, among others, PTA Global Business Services qualifying activities must be implemented
and operated in a designated premise in MSC Malaysia Cybercity with a minimum office space of
8,000 sq ft within six months from 21 September 2012 and ensure that at all times at least 85%
of the total number of employees shall be knowledge workers (as defined by MDeC).
Whilst our subsidiary, PTA Global Business Services, is currently operating from a premise within
a MSC Malaysia Cybercity which is smaller than the minimum office space requested for in the
letter from MDeC, we have, subject to final endorsement from the approval committee of MDeC,
received a letter from MDeC that they are agreeable to the amendment of the office floor space
requirement of a minimum 2,000 sq ft in a MSC certified cyber centre or cyber zone by September
2016.
Pursuant to the MSC Malaysia status, PTA Global Business Services has also been granted a
Pioneer Status on 1 March 2014. The Pioneer Status exempts PTA Global Business Services from
the payment of Malaysian income tax on the income of its qualifying activities for a period of five
years commencing from 1 March 2014 to 28 February 2019. A formal application must be made
to MIDA, through MDeC, on or before 1 February 2019, in order for PTA Global Business Services
to enjoy the income tax exemption for a further five year period.
The further conditions attached to the Pioneer Status incentive includes, among others, that PTA
Global Business Services must employ at least 50 knowledge workers by the end of the five year
period from the date of the MSC Malaysia Status approval, and to have 50.0% export revenue by
the end of the five year period from the date of the MSC Malaysia status approval.
In addition, PTA Global Business Services is required to notify MDeC of any change in its equity
or shareholding structure, and the notification must take place before steps are taken to effect
such change. MDeC has been notified of the change in shareholding structure of PTA Global
Business Services prior to the completion of the Restructuring Exercise.
Laws pertaining to Employment
Employees governed under the Employment Act (EA Employees) means any person who has
entered into or works under a contract of service with an employer and whose wages do not
exceed RM2,000 per month irrespective of occupation, or who is engaged in specified work (e.g.
manual labour, supervising manual labour or operating a motor vehicle) regardless of the wage
amount. The Employment Act prescribes minimum standards relating to, inter alia, the minimum
118

standards relating to termination notice, severance, annual leave, hours of work and sick leave.
The benefits of non-EA Employees are governed by their respective employment contracts as well
as common law. As at the Latest Practicable Date, our Groups employees are all non-EA
Employees, save for two EA Employees.
Further, our Group has to comply with the Industrial Relations Act 1967 of Malaysia which provides
for the regulation of the relations between employers and workmen and their trade unions and the
prevention, and settlement of, any differences or disputes arising from their relationship.
Under the Employees Provident Fund Act 1991 of Malaysia, every employer must effect a monthly
contribution of 12.0% of the employees wages (or 13.0% for employees who earn less than
RM5,000 per month) to the EPF. Employees are likewise required to contribute 11.0% of their
salary to the EPF. Failure to comply with this would subject the employer to the penalty of
imprisonment for a maximum of three years or a fine not exceeding RM10,000 or both. As at the
Latest Practicable Date, all payments to the EPF have been duly settled.
Our Directors believe that our Group is not in breach of any laws or regulations under the
abovementioned employment laws and regulations that would materially affect our Groups
business operations.
Personal Data Protection Act 2010
In the process of rendering our professional services, we may be required to handle and manage
private and confidential information relating to our clients finances, organisational structure and
details of proposed transactions. As such, we are required to comply with the PDPA which
regulates the processing as well as the transfer of personal data in the context of commercial
transactions by data users.
To qualify as personal data, the information must relate, either directly or indirectly, to a data
subject (i.e. the individual) who is identified or identifiable from that information or from that and
other information in the possession of a data user. Processing is defined very broadly in the
PDPA to include collecting, recording, holding, storing, use and/or disclosure of personal data.
There are seven principles that form the basis of protection under the PDPA:
(a)
General Principle: The processing of personal data requires data subject consent.
(b)
Notice and Choice Principle: Data users are required to notify the data subjects regarding the
purpose for which the data is collected and about the right to request access and correction
of personal data.
(c)
Disclosure Principle: No personal data shall be disclosed without the consent of the data
subject.
(d)
Security Principle: A data user shall take practical steps to protect personal data from any
loss, misuse, modification, unauthorised or accidental access or disclosure, alteration or
destruction.
(e)
Retention Principle: The personal data processed for any purpose shall not be kept longer
than is necessary for the fulfilment of the purpose to which it was obtained for.
119

(f)
Data Integrity Principle: A data user shall take reasonable steps to ensure the accuracy and
to maintain the data current for the purpose it was collected for.
(g)
Access Principle: A data subject shall be given access to his personal data and shall be able
to correct the personal data where the data is inaccurate or incomplete.
Our Directors believe that our Group is not in breach of any laws or regulations under the PDPA
that would materially affect our Groups business operations.
Malaysian Stamp Duty Act 1949
Effective 1 January 2009, the MSA provides that service agreements are subject to stamp duties
under Item 22 of the First Schedule of the MSA, and such stamp duties, unless commercially
agreed otherwise, shall be paid by the party obliged to make payment for services rendered.
Section 63(1)(b) of the MSA further provides that any person who, having drawn, made, executed
or signed, otherwise than as a witness, any instrument whatsoever chargeable with duty without
the same being duly stamped, fails, without lawful exercise, to procure the due stamping thereof
within the time which such instrument may be stamped without penalty under the MSA, shall be
liable to a fine not exceeding RM1,500. Since January 2009, Columbus Advisory has received
services through various sub-contractor agreements, which have not been stamped and may, as
such, be liable to fines of up to approximately RM50,000, in aggregate, under Section 63(1)(b) of
the MSA. The failure to stamp the relevant agreements does not affect the validity or the binding
nature of the agreements as contracts between parties under Malaysia law though an agreement
may not be adduced as evidence in court proceedings until payment of the unpaid duty and any
penalty for late stamping is made.
Following from the above, pursuant to a deed of indemnity dated 2 October 2015, our Executive
Director, Mr. Ranjit Singh, shall indemnify our Group against, among others, any stamp duty
penalties or fines which may be imposed by the Malaysian Inland Revenue Board in relation to the
abovementioned sub-contractor agreements.
Further, our Company will implement the relevant processes and procedures to prevent any such
non-compliance and will ensure that our Group will comply with the applicable governmental
regulations, rules and statutory provisions through the following:
(a)
such stamping of sub-contractor agreements has been included in the standard operating
procedures of our Group;
(b)
our Company has appointed a Financial Controller who is independent of our Directors and
who will assist to ensure that our Group complies with the necessary corporate and
regulatory requirements;
(c)
our Company has three independent directors on the new board of Directors who will have,
inter alia, overall responsibility in overseeing, managing and ensuring the corporate
governance of our Group; and
(d)
our Group will separately be setting up an independent internal audit function within our
Group post-listing by hiring an additional suitably qualified and senior person to ensure that
the internal management control system and procedures of our Group will be sufficiently
robust and effective moving ahead.
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PROPERTIES AND FIXED ASSETS
As at the Latest Practicable Date, our Group does not own and has not leased or licensed any of
our properties. The following table sets out the properties leased by our Group as at the Latest
Practicable Date.
Tenant/
Lessee
Lessor/
Sub-lessor
Columbus
Advisory
Rainmaker
Consulting
No. 1-23-7,
Level 23,
Menara
Bangkok Bank,
Berjaya
Central Park,
Kuala Lumpur
Columbus
Softnex
Cyberview
Sdn. Bhd.
Unit C-2-02,
SME
Technopreneur
Centre
Cyberjaya 2270
Jalan Usahawan
2, Cyber 6,
63000
Cyberjaya
Selangor
PTA
Corporate
Services
Klang Valley
Projects Sdn.
Bhd.
Suite 13A.01
Level 13A
Wisma Goldhill,
No. 67 Jalan
Raja Chulan,
50200 Kuala
Lumpur,
Malaysia
PTA Global
Business
Services
Cyberview
Sdn. Bhd.
Unit A-2-13 SME

Technopreneur
Centre
Cyberjaya, 2260
Jalan Usahawan
1, Cyber 6,
63000
Cyberjaya
Selangor
Taxand
Malaysia
Klang Valley
Projects Sdn.
Bhd.
Suite 13A.03
Level 13A
Wisma Goldhill,
No. 67 Jalan
Raja Chulan,
50200 Kuala
Lumpur,
Malaysia
Location
Monthly
Rental
(RM)
Description
of Use
15 August 2015 to
14 August 2018,
with two option
terms of three
years each
22,648
Office
1 May 2015 to
30 April 2017
1,922
Office
2,225
1 July 2013 to
30 June 2016,
with an option to
renew up to
30 June 2018
8,455(1)
Office
645
11 April 2014 to
11 April 2016,
with two options
to renew up to
two years each
term
1,613
Office for
business in
shared
service
outsourcing
1,883
1 July 2013 to
30 June 2016,
with an option to
renew up to
30 June 2018
7,155 (2)
Office
Area
(sq ft)
2,831
699
121
Tenure
Tenant/
Lessee
Lessor/
Sub-lessor
Taxand
Malaysia
Klang Valley
Projects Sdn.
Bhd.
Area
(sq ft)
Location
3,417
Suite 13A.04-05
Level 13A
Wisma Goldhill,
No. 67 Jalan
Raja Chulan,
50200 Kuala
Lumpur,
Malaysia
Tenure
1 July 2013 to
30 June 2016,
with an option to
renew up to
30 June 2018
Monthly
Rental
(RM)
Description
of Use
12,985 (3)
Office
Notes:
(1)
The rental rate for the option term till 30 June 2018 shall be approximately RM10,680 per month.
(2)
(3)
Our Executive Director, Mr. Ranjit Singh and our Executive Officer, Mr. Derek Lee, each hold a
75% and 25% equity interest in Rainmaker Consulting, respectively, which is the lessor to the
Berjaya Central Park Premise. Further details on the Berjaya Central Park Premise are set out in
the section titled Interested Person Transactions Present and On-going Interested Person
Transactions of this Offer Document.
To the best of our Directors knowledge and belief, there are no regulatory requirements that may
materially affect our Groups utilisation of tangible fixed assets.
RESEARCH AND DEVELOPMENT
Save as disclosed below, we have not undertaken research and development activity. Our
subsidiary, Columbus Softnex has developed our EMS Application as part of its qualifying services
for its MSC Malaysia status. The following table sets out the amount spent on development carried
out in developing our EMS Application:
Audited
Unaudited
Unaudited
Pro forma
FY2014 HY2015
FY2012
FY2013
FY2014
HY2015
Amount spent (RM000)
148
257
148
Percentage of revenue (%)
0.9
1.8
0.9
ORDER BOOK
Due to the nature of our business, we are engaged by our clients either on a retainer or project
basis, and order books are not relevant to our Group.
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COMPETITION
Our competitors include firms and companies providing multidisciplinary professional services,
corporate secretarial and accounting services as well as law firms. In particular, we consider
our competitors to our business model of providing integrated services include
PricewaterhouseCoopers, KPMG, Ernst & Young and Deloitte & Touche. However, we believe that
our Group is able to differentiate ourselves from our competitors through our track record in the
local market together with our global exposure. Our Group is led by an experienced and dedicated
management team which has maintained long-term working relationships with regulatory
authorities and our clients thus enabling us to provide personalised services to our clients. We are
also able to tap into the resources of Taxand, a global organisation of independent tax advisory
firms. As such, we are able to serve numerous local players, in particular, those seeking to expand
their regional or international presence, while maintaining flexibility and cost-efficiency.
In addition to the competitors disclosed above, Accenture Consulting and The Boston Consulting
Group are our competitors in relation to our Business Consultancy segment, Tricor Roots
Consulting Sdn. Bhd. is a competitor in relation to our EMS Application segment, and Boardroom
Limited, Symphony House Berhad and Tricor Services (Malaysia) Sdn. Bhd. are our competitors
to our Business Support segment.
None of our Directors or Substantial Shareholders or their Associates is related to or has any
interest in any of our competitors above.
COMPETITIVE STRENGTHS
We believe that we are able to compete effectively with the following competitive strengths:
(a)
We have a track record of providing specialised professional services

We have established a track record of providing specialised professional services through
our subsidiaries. Taxand Malaysia is one of the few firms in Malaysia providing solely Tax
Advisory services. We have also received numerous accreditations and awards as a form of
recognition for our Tax Advisory services. Please see the section titled General Information
on our Group Awards and Accreditations of this Offer Document. In particular, our
Executive Chairman, Dr. Veerinderjeet Singh is the author of numerous textbooks on tax in
Malaysia. Our notable projects include providing services in relation to the implementation of
GST for a motor group of companies, a technology and e-commerce services company and
law firms, and providing Tax Advisory services to an engineering-based infrastructure and
services group, a helicopter services company and an oil and gas infrastructure and services
company.
Through Columbus Advisory and Columbus Softnex, we are also the forerunners in providing
ERM and business continuity consultancy services in Malaysia. In particular, our EMS
Application software is customisable to the unique needs of our clients. Our notable projects
include the large scale transformation and programme management for a regulatory
authority, enhancing the ERM framework of a government owned company with
infrastructure projects in Malaysia and a large automobile manufacturing and distribution
company, and customising and providing other ancillary works in relation to the management
of enterprise risk, compliance, insurance, incident and information security system of a
telecommunications services company.
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Furthermore, we possess the requisite qualifications and licensing requirements to carry out
our professional services. For instance, our Tax Advisory services has three approved tax
agents who are registered under the Malaysia Income Tax Act, including our Executive
Chairman, Dr. Veerinderjeet Singh, and our Finance Director, Dato Peter Tang. We also have
two approved GST tax agents under the Malaysia GST Act, including our Finance Director,
Dato Peter Tang. Please see the section titled General Information on our Group
Government Regulation of this Offer Document.
As such, potential competitors may be deterred from entering into our industry as they would
have to build-up their reputation in providing specialised professional services, obtain
professional licences, and be subject to on-going regulations.
(b)
We are an integrated professional services provider

Following from the Restructuring Exercise, our Group will be able to tap into the synergies
across our business segments to provide quality one-stop professional services including
Tax Advisory, Business Consultancy, EMS Application and Business Support, which can be
integrated to provide customised solutions for our clients. Our integrated business segments
enable us to meet our clients needs in an efficient and cost-effective manner.
For instance, when our clients look to evaluate risk in their organisation, they may require Tax
Advisory and Business Support services as part of their restructuring or reorganisation of
business strategies. Our clients are also able to monitor their ERM, internal audit, and
compliance framework on our EMS Application software.
(c)
We are cost efficient

Due to the nature of our Tax Advisory and Business Consultancy businesses, fees may be
payable based on milestones agreed with our clients. This allows us to allocate our
resources and carry out work commensurate with the progress of the engagement.
Furthermore, we have a relatively flat management structure compared to our competitors
whereby each engagement is effectively led by a manager or director, and supported by the
requisite number and experience of our consultants depending on the complexity of the
engagement. We are thus able to provide quality professional advice at cost effective fees
to our clients.
(d)
We are led by an experienced and dedicated management team

Our Groups operations and strategic direction are led by our Executive Chairman, Dr.
Veerinderjeet Singh, our Finance Director, Dato Peter Tang, and our Executive Director, Mr.
Ranjit Singh, who have in aggregate, more than 95 years of experience in the professional
services industry. In addition, we are also dependent on our Executive Officers who have had
extensive experience in the industry we operate in. They assist in marketing activities,
co-ordinating assignments and providing assurance to our clients in the delivery of timely,
cost effective and quality professional services.
Our Groups Directors, Executive Officers and our subsidiaries managing directors have also
established long-term working relationships with regulatory authorities such as the Malaysia
Inland Revenue Board and the Tax Division of the Malaysian Ministry of Finance, and our
clients such as government-linked entities, private and public listed companies, multinational
corporations, and legal firms. Together with our ability to tap into the resources of Taxand, a
global organisation of independent tax advisory firms, we are able to serve numerous local
124

players, in particular, those seeking to expand their regional or international presence, while
maintaining flexibility and cost-efficiency. We also place strong emphasis on professional
development, and members of our management team regularly attend training and education
programmes to update themselves on the latest market developments relating to our
business. Please see the section titled Directors, Executive Officers and Employees of this
Offer Document for more details on the working experience of our Directors and Executive
Officers.
PROSPECTS AND TREND INFORMATION
The following sections discuss some of the industry trends and drivers for the professional
services industry in Malaysia and in the ASEAN region.
Implementation of GST in Malaysia
Malaysia imposed GST on the supply of goods and services and the import of goods and services
in Malaysia from 1 April 2015 at a rate of 6%. This has been beneficial for our Tax Advisory
business, as we have been able to provide GST tax advice to our clients. We believe that there
would continue to be demand for GST tax advice in the coming years as companies will require
professional services to ensure that they maintain the proper GST documentation, and to prepare
for future GST audits. In the months after GST was implemented, we have seen an increase in
demand for our GST tax advisory services.
Transfer pricing
Transfer pricing is an area which is drawing increasing scrutiny from the tax authorities in
Malaysia. With effect from 1 January 2009, Section 140A of the Malaysia Income Tax Act and the
Income Tax (Transfer Pricing) Rules 2012 require that transactions with associated persons for
the acquisition or supply of property or services be carried out on an arms length basis. The
Income Tax (Transfer Pricing) Rules 2012 also require contemporaneous transfer pricing
documentation to be prepared in respect of transactions with associated persons, subject to
certain thresholds provided in the Transfer Pricing Guidelines 2012. As such, the Malaysian Inland
Revenue Board has been focused on transfer pricing audit, and we believe that there would be a
strong demand for transfer pricing studies, documentation and advisory services.
Outsourcing, IT consulting and transformation and programme management
We believe that companies are finding it increasingly difficult to recruit and retain accounting
personnel. As such, these companies would rather outsource their accounting, internal audit, and
administrative support services to specialist firms. Numerous multinational companies in Malaysia
and in the region are also outsourcing their backroom support services.
Further, our Business Consultancy services in relation to IT consulting and the transformation and
programme management are expected to increase in the near future. This is mainly due to the
demand from companies and government related agencies which seek to increase their levels of
automation as well as carry out transformation programmes in relation to their organisation.
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Establishment of the ASEAN Economic Community
The ASEAN Economic Community seeks to form a single market and production base facilitating
the free flow of goods, services, investment, capital, and skilled labour amongst the ASEAN
countries by 2015. We anticipate that the ASEAN Economic Community will accelerate domestic
growth, regional trade and foreign investments in the ASEAN region. Our Groups focus on the
ASEAN region is timely in view of the dynamic growth in this region.
Save as disclosed above and in the sections titled Risk Factors, Managements Discussion and
Analysis of Results of Operations and Financial Position of our Group, Managements
Discussion and Analysis of Results of Operations and Financial Position of our Pro Forma Group
and General Information on our Group Business Strategies and Future Plans of this Offer
Document and barring any unforeseen circumstances, our Directors are not aware of any other
known trends, uncertainties, demands, commitments or events that are reasonably likely to have
a material effect on our Groups revenue, profitability, liquidity or capital resources, or that would
cause the financial information disclosed in this Offer Document to be not necessarily indicative
of our future operating results or financial position. Please also refer to the section titled
Cautionary Notes on Forward-Looking Statements of this Offer Document.
BUSINESS STRATEGIES AND FUTURE PLANS
Our business strategies and future plans for the continued growth of our business are as follows:
(a)
To expand our business operations in Malaysia and in the ASEAN region

As our key clients include private and public listed companies and multinational corporations
with operations in Malaysia and the ASEAN region, we aim to further expand our operations
to cater to the geographical demands of our clients. We intend to further expand our
businesses in Malaysia to areas such as Johor Bahru and Penang. In the near future, we may
also expand into the countries such as Indonesia, Vietnam, Singapore, Laos and Thailand in
the ASEAN region. In expanding our business operations in Malaysia and in the ASEAN
region, we may do so, inter alia, organically, through mergers and acquisitions, joint ventures
or establish business partnerships with entities which have the relevant business expertise
and relationships in those jurisdictions.
We believe that we are able to leverage on our present expertise and reputation when
replicating our services in other parts of Malaysia and in the ASEAN region.
(b)
To enhance our range of professional services

Our Group intends to enhance our existing services in order to attract a wider range of
clients. To this end, we aim to diversify our range of professional services, which may be
through mergers and acquisitions, joint ventures, strategic alliances, or start-ups. In
evaluating our prospective acquisitions and joint ventures, our Group will target existing
service providers which complement our existing business segments, have a low start-up
and operating costs, provide stable and recurring income, and have the ability to leverage on
our existing relationships with our clients. We may consider enhancing our existing range of
professional services to include, among others, share registrar as well as corporate finance
advisory services.
126

Our Directors believe that such acquisitions and joint ventures will enable our Group to
obtain additional sources of income, to acquire our technical knowledge in these services in
an efficient manner and to widen our base of clients on a regional level.
(c)
To enhance our Groups office and support infrastructure

We intend to enhance our office and support infrastructure, including human resources,
business support services, knowledge management and training, marketing and business
development, client relationship management and information technology.
We have earmarked a certain portion of use of proceeds from the Placement to be used to pursue
the abovementioned business strategies and future plans.
127
INTERESTED PERSON TRANSACTIONS

In general, transactions between our Group and any of its interested persons (namely, our
Directors, Chief Executive Officer, Controlling Shareholders or any associates (as defined in the
Catalist Rules) of such Directors, Chief Executive Officer, or Controlling Shareholders)
(Interested Persons and each, an Interested Person) would constitute interested person
transactions for the purposes of Chapter 9 of the Catalist Rules.
Details of the present and ongoing transactions as well as past transactions between our Group
and Interested Persons which are material in the context of the Placement are set out below. Save
as disclosed in this section and in the section titled Restructuring Exercise of this Offer
Document, there are no material interested person transactions for FY2012, FY2013, FY2014 and
HY2015 and for the period from 1 July 2015 to the Latest Practicable Date (the Relevant
Period).
Save as otherwise provided in this section, investors, upon purchase and/or subscription of the
Placement Shares, are deemed to have specifically approved these transactions with our
Interested Persons and as such, these transactions are not subject to Rules 905 and 906 of the
Catalist Rules to the extent there are no subsequent changes to the terms of the agreements in
relation to each of these transactions.
PAST INTERESTED PERSON TRANSACTIONS
Corporate Guarantee provided to Rainmaker Consulting
On 12 June 2014, our subsidiary, Columbus Advisory provided a corporate guarantee and
indemnity (the Corporate Guarantee) in favour of Rainmaker Consulting, pursuant to a term
loan facility of RM2,676,310 dated 12 May 2014 (Term Loan Facility) entered into by Rainmaker
Consulting with CIMB Bank Berhad. Rainmaker Consulting is 75.0% held by, our Executive
Director, Mr. Ranjit Singh and 25.0% held by, our Executive Officer, Mr. Derek Lee. Pursuant to
the Corporate Guarantee, Columbus Advisory shall guarantee as principal debtors to pay and
satisfy CIMB Bank Berhad, on demand, in full all monies owing and payable by Rainmaker
Consulting to CIMB Bank Berhad pursuant to the Term Loan Facility or such other amount that
may be outstanding including all interests, costs and charges. Notwithstanding the amount stated
in the Term Loan Facility, the liability of Columbus Advisory shall include all additional and/or
further facilities granted to Rainmaker Consulting. During the Relevant Period, the largest
amounts guaranteed by our subsidiary, Columbus Advisory, to CIMB Bank Berhad based on
month-end balances was RM2,676,310. On 30 October 2015, the Corporate Guarantee was
released and discharged. The Corporate Guarantee was not made on an arms length basis but
was not prejudicial to the interest of our Group or the minority Shareholders of our Group. The
Term Loan Facility was entered into based on normal commercial terms. We do not intend to enter
into any future transactions of the above nature.
Advances to SoftNex
In FY2014, our subsidiary, Columbus Advisory provided advances, in aggregate, of RM30,248 to
SoftNex for the payment of its annual audit, secretarial, accounting and tax preparation fees in
compliance with statutory requirements. SoftNex is 50.0% held by, our Executive Director, Mr.
Ranjit Singh and 50.0% held by Ms. Sabariah binti Ahmad, the spouse of our Executive Officer,
Mr. Kenny Wong. During the Relevant Period, the largest amounts advanced by our subsidiary,
Columbus Advisory, to SoftNex based on month-end balances was RM30,248. On 30 June 2015,
SoftNex repaid the entire principal amount to Columbus Advisory.
128

The advance was not made on an arms length basis and not based on normal commercial terms,
but was not prejudicial to the interest of our Group or the minority Shareholders of our Group. We
do not intend to enter into any future transactions of the above nature.
Amounts owed to our Executive Director, Mr. Ranjit Singh arising from the declaration of
dividends by Columbus Advisory
On 31 December 2014, our subsidiary, Columbus Advisory declared dividends amounting to
RM476,000 to its shareholder, namely, Mr. Ranjit Singh for FY2014. Mr. Ranjit Singhs entitlement
amounting to RM476,000 was credited to his account, and subsequently paid on 30 June 2015.
During the Relevant Period, the largest amount owed to Mr. Ranjit Singh by our subsidiary,
Columbus Advisory was RM476,000.
The dividends were declared and paid on an arms length basis and based on normal commercial
terms, and was not prejudicial to the interest of our Group or the minority Shareholders of our
Group. We do not intend to enter into any future transactions of the above nature.
Rental of office premises from our Executive Director, Mr. Ranjit Singh
During the Relevant Period till 15 August 2015, our Group, through Columbus Advisory, leased
office premises from Mr. Ranjit Singh of an aggregate floor area of 1,527 sq ft located at A2-20-1
and A2-20-2 SOHO Suites @ KLCC No. 20 Jalan Perak, 50450 Kuala Lumpur, Malaysia. The
monthly rental paid by us under the lease was RM6,000 per month.
We are of the view of that although the rental and other terms and conditions of the lease agreed
between Columbus Advisory and Mr. Ranjit Singh were not on an arms length basis and not based
on commercial terms as the terms of the lease were favourable to our Group, the lease was not
prejudicial to the interest of our Group or the minority Shareholders of our Group.
PRESENT AND ON-GOING INTERESTED PERSON TRANSACTIONS
Rental of office premises from Rainmaker Consulting by Columbus Advisory
On 1 August 2015, Columbus Advisory entered into a lease agreement with Rainmaker Consulting
for the purposes of the rental of the Berjaya Central Park Premise as the office premises for
Columbus Advisory and its subsidiaries. The rate of rental for the office premises, which is
supported by an independent valuation conducted by Drago Two Property Consultancy, is
RM22,648 per month for a period of three years from 15 August 2015 to 14 August 2018.
Based on the independent valuation conducted on the monthly rental rate, we are of the view that
the rental and other terms and conditions of the lease agreed between Columbus Advisory and
Rainmaker Consulting are on an arms length basis, based on normal commercial terms and
market rates and is not prejudicial to the interest of our Group or the minority Shareholders of our
Group. Chapter 9 of the Catalist Rules will apply if the terms of the lease agreement are amended.
Provision of personal guarantees by our Executive Director, Mr. Ranjit Singh, and our
Executive Officers, Mr. Derek Lee and Mr. Kenny Wong
Pursuant to the Cradle Fund Agreement, CFSB granted Columbus Softnex on 12 March 2014,
funding of up to RM496,120 through the CIP 500 for the Disbursement Period of 12 months from
the date of the Cradle Fund Agreement, which may be extended at the sole discretion of CFSB,
to assist Columbus Softnex in commercialising the prototype and services of its principal activity.
129

As at the Latest Practicable Date, RM179,052 has been disbursed within the Disbursement
Period. In September 2015, a further RM126,770 was claimed but has not been disbursed by
CFSB. Pursuant to the Cradle Fund Agreement, our Executive Director, Mr. Ranjit Singh, and our
Executive Officers, Mr. Derek Lee and Mr. Kenny Wong (the CFSB Guarantors) have granted
personal guarantees in favour of CFSB whereby, among others, the CFSB Guarantors jointly and
severally guarantee as principal debtors and not merely as sureties to CFSB, the due and
punctual payment of the funding or any part thereof, any fees, charges, whatever monies, due and
outstanding arising from the Cradle Fund Agreement. During the Relevant Period, the largest
amounts guaranteed by CFSB Guarantors to CFSB based on month-end balances was
RM179,052.
The guarantee to CFSB was not made on an arms length basis but is not prejudicial to the interest
of our Group or the minority Shareholders of our Group. The Cradle Fund Agreement was entered
into based on normal commercial terms. Each of Mr. Ranjit Singh, Mr. Derek Lee and Mr. Kenny
Wong shall continue to act as CFSB Guarantors for as long as the Cradle Fund Agreement
subsists, unless as otherwise agreed with CFSB. We do not intend to enter into any future
transactions of the above nature.
Shareholder Loans from our Executive Director, Mr. Ranjit Singh
In the Relevant Period, our Executive Director, Mr. Ranjit Singh made available various unsecured
interest-free shareholders loans to Columbus Advisory (Shareholder Loans). The Shareholder
Loans were non-interest bearing and had no fixed terms of repayment. The Shareholder Loans
were not made on arms length basis and not based on commercial terms as there was no interest
paid on the Shareholder Loans, but the Shareholder Loans were not prejudicial to the interest of
our Group or the minority Shareholders of our Group.
The table below sets forth the largest amounts outstanding from Columbus Advisory to our
Executive Director, Mr. Ranjit Singh during the Relevant Period:
(RM000)
Shareholder
Loans
As at
31 December
2012
As at
31 December
2013
As at
31 December
2014
As at
30 June
2015
As at
the Latest
Practicable Date
196
215
429
353(1)
336
Note:
(1)
In May 2015, our Executive Director, Mr. Ranjit Singh provided a shareholders loan of RM469,200 as part of the
expenses in preparation for the Listing.
We do not intend to enter into any future transactions of the above nature. Subject to review by
our Audit Committee, taking into account the financial position, ongoing liquidity requirements,
and/or other factors that may potentially affect the financial position of our Group, Columbus
Advisory may repay the Shareholder Loans to our Executive Director, Mr. Ranjit Singh.
130

Provision of indemnity by our Executive Director, Mr. Ranjit Singh, in respect of our
Groups past non-compliance of statutory provisions in relation to stamping of service
agreements
Since January 2009, Columbus Advisory has received services through various sub-contractor
agreements, which have not been stamped and may, as such, be liable to fines of up to
approximately RM50,000, in aggregate, under Section 63(1)(b) of the MSA (the
Non-Compliance). Please see the section titled Risk Factors Risks relating to our Business
and the Industry We may be liable for past non-compliance of statutory provisions in relation to
stamping of service agreements of this Offer Document for further details.
In relation to the Non-Compliance, our Executive Director, Mr. Ranjit Singh shall, pursuant to a
deed of indemnity dated 2 October 2015 (the Indemnity), indemnify our Group against, among
others, any stamp duty penalties or fines which may be imposed by the Malaysian Inland Revenue
Board in relation to the abovementioned sub-contractor agreements. The Indemnity shall take
effect on the Listing and shall expire on the date of privatisation of our Company under the Labuan
Companies Act.
As no fees were paid by us to our Executive Director, Mr. Ranjit Singh for the aforesaid
arrangement, we believe that such transaction was not entered into on an arms length basis and
not on normal commercial terms, but is not prejudicial to the interest of our Group or the minority
Shareholders of our Group.
GUIDELINES AND REVIEW PROCEDURES FOR ON-GOING AND FUTURE INTERESTED
PERSON TRANSACTIONS
Our Audit Committee will review and approve all interested person transactions to ensure that they
are on normal commercial terms and on arms length basis, that is, the transactions are transacted
in terms and prices not more favourable to the Interested Persons than if they were transacted
with a third party and are not prejudicial to the interests of our Group and our Shareholders in any
way.
To ensure that all future interested person transactions are carried out on normal commercial
terms and will not be prejudicial to the interests of our Group or our Shareholders, the following
procedures will be implemented by our Group:
(a)
when purchasing any products or engaging any services from an Interested Person, two
other quotations from non-Interested Persons will be obtained for comparison to ensure that
the interests of our Group and Shareholders are not disadvantaged. The purchase price or
fee for services shall not be higher than the most competitive price or fee of the two other
quotations from non-Interested Persons. In determining the most competitive price or fee, all
pertinent factors, including but not limited to quality, requirements, specifications, delivery
time and track record will be taken into consideration;
(b)
in the case of renting properties from or to an Interested Person, the Board shall take
appropriate steps to ensure that the rent is commensurate with the prevailing market rates,
including adopting measures such as making relevant inquiries with landlords of similar
properties and/or obtaining necessary reports or reviews published by property agents
(including an independent valuation report by a property valuer, where considered
appropriate). The amount payable shall be based on the most competitive market rental rate
of similar property in terms of size, suitability for purpose and location, based on the results
of the relevant inquiries;
131

(c)
where it is not possible to compare against the terms of other transactions with unrelated
third parties and given that the products or services may be purchased only from an
Interested Person, the interested person transaction will be approved by either our Executive
Chairman, if he has no interest in the transaction, or failing which, our Audit Committee, in
accordance with our usual business practices and policies. In determining the transaction
price payable to the Interested Person for such products and/or service, factors such as, but
not limited to, quantity, requirements and specifications will be taken into account; and
(d)
in addition, we shall monitor all interested person transactions entered into by us and
categorise these transactions as follows:
(i)
a Category 1 interested person transaction is one where the value thereof is equal or
in excess of 3.0% of the latest audited NTA of our Group; and
(ii)
a Category 2 interested person transaction is one where the value thereof is below 3.0%
of the latest audited NTA of our Group.
All Category 1 interested person transactions must be approved by our Audit Committee prior to
entry whereas Category 2 interested person transactions need not be approved by our Audit
Committee prior to entry but shall be reviewed once every six months by our Audit Committee.
Our Audit Committee will review all interested person transactions, if any, once every six months
to ensure that they are carried out on an arms length basis and in accordance with the procedures
outlined above, taking into account all relevant non-quantitative factors. In the event that a
member of our Audit Committee is interested in any such transaction, he will abstain from
participating in the review and approval process in relation to that particular transaction.
We shall prepare all the relevant information to assist our Audit Committee in its review and will
keep a register recording all interested person transactions. The register shall also record the
basis for entry into the transactions, including the quotations and other evidence obtained to
support such basis.
In addition, our Audit Committee and our Board will also ensure that all disclosure, approval and
other requirements on interested person transactions, including those required by prevailing
legislation, the Catalist Rules (in particular, Chapter 9) and relevant accounting standards, are
complied with. The annual internal audit plan shall incorporate a review of all interested person
transactions entered into. Such transactions will also be subject to the approval of our
Shareholders if required by the Catalist Rules. We will also endeavour to comply with the
recommendations set out in the Code of Corporate Governance.
These internal audit reports will be reviewed by our Audit Committee to ascertain whether the
guidelines and procedures established to monitor interested person transactions have been
complied with. Our Audit Committee shall also review from time to time such guidelines and
procedures to determine if they are adequate and/or commercially practicable in ensuring that
interested person transactions are conducted on normal commercial terms, on an arms length
basis and do not prejudice our interests and the interests of our Shareholders. Further, if during
these periodic reviews by our Audit Committee, our Audit Committee is of the opinion that the
guidelines and procedures as stated above are not sufficient to ensure that interested person
transactions will be on normal commercial terms, on an arms length basis and not prejudicial to
our interests and the interests of our Shareholders, our Audit Committee will adopt such new
guidelines and review procedures for future interested person transactions as may be appropriate.
132

Disclosure will be made in our annual report of the aggregate value of interested person
transactions during the relevant financial year under review.
POTENTIAL CONFLICTS OF INTEREST
Save as disclosed in the section titled Interested Person Transactions, none of our Directors,
Controlling Shareholders or any of their Associates has an interest, direct or indirect:
(a)
in any transaction to which our Group was or is to be a party;
(b)
in any entity carrying on the same business or dealing in similar services which competes
materially and directly with the existing business of our Group; and
(c)
in any enterprise or company that is our Groups client or supplier of goods and services.
Save as disclosed in the sections titled Interested Person Transactions and Directors,
Executive Officers and Employees Service Agreements of this Offer Document, none of our
Directors has any interests in any existing contract or arrangement which is significant in relation
to the business of our Company and our subsidiaries, taken as a whole.
Our Finance Director, Dato Peter Tang, is the sole proprietor of Peter Tang & Associates, an entity
whose scope of business involves the provision of audit services. His audit licence is presently
registered under Peter Tang & Associates. In addition, Dato Peter Tang and his spouse, Datin
Chai Seow Lin were directors of CFIT Consulting, which provided accounting and outsourcing
services but has since ceased its business with effect from 1 January 2015 and it has transferred
its engagement in relation to Business Support services to PTA Global Business Services. Dato
Peter Tang and Datin Chai Seow Lin held, respectively, 66.7% and 33.3% of the equity interest in
CFIT Consulting. An application for members voluntary winding up of CFIT Consulting was made
on 6 August 2015 pursuant to Malaysia Companies Act.
Our Executive Director, Mr. Ranjit Singh, is the sole proprietor of Ranjit & Co., an entity whose
scope of business involves the provision of audit services. His audit licence is presently registered
under Ranjit & Co. In addition, Mr. Ranjit Singh was a director and 50.0% shareholder of SoftNex,
the predecessor company to Columbus Softnex which provided the EMS Application software
services (prior to the incorporation of Columbus Softnex). The spouse of our Executive Officer, Mr.
Kenny Wong holds the remaining interest in SoftNex. On 21 September 2015, an application was
made to strike off SoftNex pursuant to the Malaysia Companies Act.
Each of Dato Peter Tang and Mr. Ranjit Singh has agreed to provide non-compete undertakings
under their respective Service Agreements. In view of the undertakings provided in their
respective Service Agreements, our Directors believe that adequate measures have been taken
to safeguard the interests of our Group. Please refer to the section titled Directors, Executive
Officers and Employees Service Agreements of this Offer Document for further details on the
Service Agreements.
Interests of Experts
No expert is interested, directly or indirectly, in the promotion of, or in any property or assets which
have, within the two years preceding the date of this Offer Document, been acquired or disposed
of by or leased to our Company or its subsidiaries or are proposed to be acquired or disposed of
by or leased to our Company or its subsidiaries.
133

No expert (a) is employed on a contingent basis by our Company or our subsidiaries; or (b) has
a material interest, whether direct or indirect, in our Shares or the shares of our subsidiaries; or
(c) has a material economic interest, whether direct or indirect, in our Company, including an
interest in the success of the Placement.
Interests of Sponsor, Issue Manager and Placement Agent
In the reasonable opinion of our Directors, our Company does not have any material relationship
with the Sponsor, Issue Manager and Placement Agent, save as disclosed below and in the
sections titled Plan of Distribution and General and Statutory Information Management and
Placement Arrangements of this Offer Document:
(a)
PPCF is the Sponsor, Issue Manager and Placement Agent in relation to the Listing;
(b)
PPCF will be the continuing Sponsor of our Company for a period of three years from the
date our Company is admitted and listed on Catalist; and
(c)
Pursuant to the Management Agreement and as part of PPCFs fees as the Sponsor and
Issue Manager, our Company issued and allotted 1,800,000 PPCF Shares at the Placement
Price to PPCF, representing approximately 1.44% of the issued and paid-up share capital of
our Company immediately prior to the Placement. After the expiry of the relevant moratorium
period as set out in the section titled Shareholders Moratorium of this Offer Document,
PPCF will be disposing its shareholding interest in our Company at its discretion.
134
DIRECTORS, EXECUTIVE OFFICERS AND EMPLOYEES

MANAGEMENT REPORTING STRUCTURE
Our management reporting structure is as follows:
Board of Directors

Executive Chairman
Mr. Ranjit Singh

Executive Director
Dato Peter Tang

Finance Director
Ms. Cheah Mei Hua

Financial Controller
Ms. Renuka Thuraisingham

Managing director
(Taxand)
Mr. Derek Lee

Managing director
(Columbus Advisory)
Mr. Kenny Wong

Managing director
(Columbus Softnex)

Executive director
(Columbus HR)
Datin Chai Seow Lin

Managing director
(PTA Corporate Services
and PTA Global
Business Services)
DIRECTORS
Our Board of Directors is entrusted with the responsibility for the overall management of our
Group. The particulars of each of our Directors are set out below:
Name
Age
Address
Position
59
Suite 13A.05
Level 13A Wisma
Goldhill, No. 67
Jalan Raja Chulan,
50200 Kuala Lumpur,
Malaysia
Executive Chairman
Dato Peter Tang
62
Suite 13A.05
Level 13A Wisma
Goldhill, No. 67
Jalan Raja Chulan,
50200 Kuala Lumpur,
Malaysia
Finance Director
Mr. Ranjit Singh
48
Suite 13A.05
Level 13A Wisma
Goldhill, No. 67
Jalan Raja Chulan,
50200 Kuala Lumpur,
Malaysia
Executive Director
135

Name
Age
Address
Position
Mr. Tan See Yin
59
Suite 13A.05
Level 13A Wisma
Goldhill, No. 67
Jalan Raja Chulan,
50200 Kuala Lumpur,
Malaysia
Lead Independent
Director
Datin Isharidah Binti

Ishak
53
Suite 13A.05
Level 13A Wisma
Goldhill, No. 67
Jalan Raja Chulan,
50200 Kuala Lumpur,
Malaysia
Independent
Director
Ms. Lee Pih Peng
48
Suite 13A.05
Level 13A Wisma
Goldhill, No. 67
Jalan Raja Chulan,
50200 Kuala Lumpur,
Malaysia
Independent
Director
The business and working experience and areas of responsibility of our Directors are set out
below:
Dr. Veerinderjeet Singh was appointed as our Executive Chairman in August 2015. He is
responsible for overseeing the strategic positioning and business expansion of our Group. He has
over 35 years of experience in the tax profession as a consultant, academic, author and tax
observer. Prior to this appointment, he was the Managing Director of Taxand Malaysia since
January 2007, and the Executive Chairman from January 2012. Between July 2003 and December
2006, Dr. Veerinderjeet Singh was the Managing Director of VS on Tax Sdn. Bhd., an Executive
Director at Ernst & Young Tax Consultants Sdn. Bhd. between July 2002 to June 2003 and
Executive Director and Partner at Arthur Andersen between December 1996 to June 2002.
Between June 1988 to December 1996, Dr. Veerinderjeet Singh was a lecturer and subsequently
an associate professor at the University of Malaya where he taught and researched on tax. He was
also an Assistant Manager at Price Waterhouse Tax Services Sdn. Bhd. between May 1985 and
1988, an Assessment Officer at the Inland Revenue Department of Malaysia from May 1980 to
April 1985, a Tax Assistant at Peat Marwick Mitchell between February to April 1980, and a
Financial Analyst at the Malaysian Industrial Development Authority between August 1979 and
January 1980. He is also presently an Independent Director of IBFD Asia Sdn. Bhd. and Bank of
Nova Scotia Berhad.
Dr. Veerinderjeet Singh obtained a First Class honours in Bachelor of Accounting from the
University of Malaya in 1979, and a Doctor of Philosophy from the Universiti Putra Malaysia in
2000. Dr. Veerinderjeet Singh has been a Chartered Accountant of the MIA since August 1986. He
was made a member of the MICPA in September 1988 and thereafter a Certified Public Accountant
(Non Audit Services) in January 2006. In December 1992, he was made an Associate of the
Chartered Tax Institute of Malaysia, and thereafter a Fellow in October 2010. He has been a
Certified Practising Accountant for CPA Australia since May 2002, and a Fellow since March 2004.
He is also an approved tax agent under Section 153(3) of Malaysia Income Tax Act.
136

Dr. Veerinderjeet Singh is currently a Council Member and Executive Committee Member of the
MICPA. He was appointed to the Council of MIA for the period from April 2003 to March 2007, and
subsequently for another two-year term commencing from May 2014. He is also currently the
Chairman of the Taxation Committee of the MIA and a member of the Disciplinary Appeals Board
of the MIA. Previously, Dr. Veerinderjeet Singh was the President of the Chartered Tax Institute of
Malaysia between June 2007 to June 2010.
On the international front, Dr. Veerinderjeet Singh is presently a board member of Taxand. He has
also been a member of the Board of Trustees of the International Bureau of Fiscal Documentation,
a tax publisher and research organisation based in Amsterdam, since May 2009, a Trustee of the
Malaysian Tax Research Foundation since December 2010, and a member of the Tax Commission
of the International Chamber of Commerce based in Paris since February 2012. He has also
published articles and papers in various accounting, tax and law publications, and has spoken
extensively on Malaysian and international tax matters in local and overseas conferences.
Dato Peter Tang was appointed as our Finance Director in August 2015. He is responsible for
management oversight of the finance, administrative functions, tax and corporate finance of our
Group. He has over 35 years of experience in auditing, tax compliance and tax advisory services
both in the United Kingdom and Malaysia. He has been the Executive Director of Taxand Malaysia
since September 2006, and the managing partner of Peter Tang & Associates, an audit firm, since
January 1992. Between August 1989 and December 1990, Dato Peter Tang was the Group
Financial Controller of Baxter Healthcare SA, and previously a Senior Manager at Price
Waterhouse between March 1983 to July 1989. He has also been a member of the Audit
Committee of the Council of University Tunku Abdul Rahman since September 2011.
Dato Peter Tang obtained a Master in Business Administration from the University of Bradford,
United Kingdom in 1981. He is a Member of the Chartered Institute of Taxation, United Kingdom
since 1980, and an Associate of the Association of Chartered Certified Accountants, United
Kingdom since December 1987 and admitted as a Fellow in December 1992. Dato Peter Tang has
also been a Chartered Accountant of the MIA since June 1988, a Chartered Tax Practitioner of the
Chartered Tax Institute of Malaysia since July 1992, and was made a Fellow in October 1997. He
has also been a member of the MICPA since June 2006, and a Fellow of CPA, Australia since
January 2008. He is an approved tax agent under Section 153(3) of the Malaysia Income Tax Act,
an approved GST agent under Section 170 of the Malaysia GST Act and an approved company
auditor under Section 8(2) of the Malaysia Companies Act.
Mr. Ranjit Singh was appointed as our Executive Director in August 2015. He is responsible for
overseeing our Groups strategies and business development. He has 28 years in internal and
external audit, risk management, governance and forensic accounting. He has an international
perspective and has led engagements in various countries and spoken at, among others, the 2011
and 2013 IIA International Conferences. Prior to present role, he was the Managing Director of
Columbus Advisory from April 2006. Mr. Ranjit Singh also held various positions within KPMG
Malaysia between June 1987 to December 2005 where he joined as an Audit Junior, and was
subsequently promoted to Manager, and finally as a Partner. He was also seconded to KPMG
Chicago as an Audit Senior and Supervisor between October 1993 to March 1995.
He is presently a Chartered Member of the IIA and was the President of the IIA Malaysia for the
term between 2013 to 2014. Mr. Ranjit Singh is a committee member of the Global IIAs
Professional Issue Committee and he was appointed as the Secretary for the term between 2014
to 2015 and subsequently Vice President for the term between 2015 to 2016 of the Asian
Confederation of Institute of Internal Auditors.
137

Mr. Ranjit Singh has obtained a Master in Business Administration from Heriot-Watt University,
Edinburgh, United Kingdom. He was made Member and Certified Public Accountant of the MICPA
in February 1992. In February 1993, he was a Registered Accountant for MIA, and thereafter a
Public and Chartered Accountant in September 2000. He was made and has been an Associate
Member of the Association of Certified Fraud Examiners since January 1997, and a Chartered
Member of the IIA in February 2004. Mr. Ranjit Singh has been a Certified Practising Accountant
at CPA, Australia since June 2008, and a Member of the Malaysian Association of Risk and
Insurance Managers since October 2009. Mr. Ranjit Singh is also a Chartered Accountant of the
MIA. He was awarded a Certified Internal Auditor (United States) in December 2013 and a
Certification in Risk Management Assurance (United States) in April 2012.
Mr. Tan See Yin was appointed as our Lead Independent Director in October 2015. Since
November 2010, Mr. Tan has been a management consultant to various entities. He was
previously a consultant to Cebarco Bahrain and Castmet Group, and presently, to entities such as
Tomypak Berhad and Pradotec Global. Between April 1990 to October 2010, Mr. Tan See Yin held
numerous positions within the UEM Group Bhd. (Renong Bhd.) group of companies. At UEM
Group Bhd, he was a Senior Director, Group Strategy and Business Development between May
2009 to October 2010 where he developed the groups overall strategies, and a Senior Director,
International Business, East Asia, where he represented various group companies boards across
India, New Zealand and the ASEAN countries. Between April 2003 to November 2005, he was the
Group Managing Director of Time dotcom Bhd and its subsidiaries. He was the Group Managing
Director of Pharmaniaga Bhd. and its subsidiaries between January 1994 and March 2003. Mr.
Tan was also a General Manager at HBN Management Sdn. Bhd. between April 1990 to December
1993. Between April 1986 to March 1990, he joined PriceWaterhouse Associates Sdn. Bhd. as a
Manager and was subsequently promoted to a Senior Manager. He joined as a technical assistant
and was promoted to Manager during his employment at SGV-Kassim Chan Sdn. Bhd. from March
1979 to March 1986. Mr. Tan is also presently a non-executive and non-independent director and
a member of the Audit Committee, Risk Committee and Development Committee of the board of
Tomypak Berhad, a public company listed on Bursa Malaysia.
Mr. Tan See Yin obtained his Bachelor of Accounting from the University of Malaya in June 1979,
and qualified as a Registered Accountant from the MIA in April 1987.
Datin Isharidah Binti Ishak was appointed as our Independent Director in October 2015. She has
been a consultant at M/S Isharidah, Ho, Chong & Manon, a medium-sized legal firm, since June
2006, and was previously a partner at the firm since 1988. She attends to litigation issues
involving corporate and land matters, provides advisory work on corporate matters as well as
advises on issues regarding probate and administration of estates. Between January 1987 to
August 1988, Datin Isharidah was a legal assistant at Messers Kassim Tadin, Wai & Co, and a
chambering student and legal assistant at Messers Syed Alwi Ng & Teoh between August 1985 till
December 1986. She is presently a director of Countertrade (M) Sdn. Bhd. and Sera Permai Sdn.
Bhd.
Datin Isharidah was made a barrister at the Honourable Society of Lincolns Inn in July 1985 and
was called to the Malaysian Bar as an advocate and solicitor in June 1986.
138

Ms. Lee Pih Peng was appointed as our Independent Director in October 2015. Ms. Lee has been
running a corporate law practice as a Director of LPP Law Corporation since August 2014. She
regularly advises issuers, managers and underwriters on initial public offerings, rights issues,
placements and other capital raisings, both on the Main Board and Catalist of the SGX-ST, and
advises sponsors on compliance issues under the Catalist Rules. M&A transactions which she
was involved in include privatisations and delistings in Singapore, while her experience on
cross-border transactions include dual listing on The Stock Exchange of Hong Kong Limited and
on the Growth Enterprise Market in Hong Kong, listings on the ACE Market in Malaysia and AIM
on the London Stock Exchange. She also advises fund managers and issuers on the structuring
and establishment of investment funds, including regulatory aspects for offerings of securities and
licensing aspects for managing the funds in Singapore. Ms. Lee was a Partner at Lee & Lee
between February 2005 to August 2014 and a Partner at Harry Elias Partnership between July
1999 to December 2004. She joined Drew & Napier as a legal associate in March 1991, and was
subsequently promoted to senior legal associate from January 1994, and a Partner from January
1996.
Ms. Lee graduated with a Bachelor of Laws from the National University of Singapore in 1990. She
was admitted to the Singapore Bar in March 1991. She was also admitted as a solicitor of England
and Wales in September 1996 and as an Attorney of the New York Bar in August 2002. She
obtained a Masters of Business Administration from the University of Hull in July 1996.
Rule 406(3)(a) of the Catalist Rules states that as a pre-quotation disclosure requirement, a listing
applicant must release a statement (via SGXNET or in the offer document) identifying for each
director, whether the person has prior experience (and what) or, if the director has no prior
experience as a director of a listed company, whether the person has undertaken training on the
roles and responsibilities of a director of a listed company. With regards to Rule 406(3)(a) of the
Catalist Rules, none of our Directors have current and/or prior experience as directors of public
listed companies in Singapore and are not familiar with the roles and responsibilities of a director
of a public listed company in Singapore. All of our Directors, save for Dr. Veerinderjeet Singh, have
attended the relevant training at the Singapore Institute of Directors in March 2015 or October
2015 (as the case may be) to familiarise themselves with the roles and responsibilities of a
director of a public listed company in Singapore. Dr. Veerinderjeet Singh has, on 21 September
2015, undertaken to attend the next available relevant training at the Singapore Institute of
Directors to familiarise himself with the roles and responsibilities of a director of a public listed
company in Singapore.
None of our Directors are related to each other, our Executive Officers or our Substantial
Shareholders, save that Datin Chai Seow Lin is the spouse of Dato Peter Tang and she is an
Executive Officer.
Our Independent Directors do not have any existing business or professional relationship of a
material nature with our Group, our Directors or Substantial Shareholders.
None of our Independent Directors sits on the board of our subsidiaries. None of our Directors has
any arrangement or understanding with any of our customers or suppliers pursuant to which such
person was appointed as our Director.
139

EXECUTIVE OFFICERS
The day-to-day operations are entrusted to our Executive Directors who are assisted by an
experienced and qualified team of Executive Officers. The particulars of our Executive Officers
(save for our Executive Directors) are set out below:
Name
Age
Address
Position
Ms. Cheah Mei Hua
40
Suite 13A.05
Level 13A Wisma
Goldhill, No. 67,
Jalan Raja Chulan,
50200 Kuala Lumpur,
Malaysia
Financial Controller
49
Suite 13A.05
Level 13A Wisma
Goldhill, No. 67,
Jalan Raja Chulan,
50200 Kuala Lumpur,
Malaysia
Managing director
(Taxand)
Mr. Derek Lee
44
Suite 13A.05
Level 13A Wisma
Goldhill, No. 67,
Jalan Raja Chulan,
50200 Kuala Lumpur,
Malaysia
Managing director
(Columbus Advisory)
Mr. Kenny Wong
48
Suite 13A.05
Level 13A Wisma
Goldhill, No. 67,
Jalan Raja Chulan,
50200 Kuala Lumpur,
Malaysia
Managing director
(Columbus Softnex)
41
Suite 13A.05
Level 13A Wisma
Goldhill, No. 67,
Jalan Raja Chulan,
50200 Kuala Lumpur,
Malaysia
Executive director
(Columbus HR)
Datin Chai Seow Lin
58
Suite 13A.05
Level 13A Wisma
Goldhill, No. 67,
Jalan Raja Chulan,
50200 Kuala Lumpur,
Malaysia
Managing director
(PTA Corporate Services
and PTA Global Business
Services)
140

The business and working experience and areas of responsibility of our Executive Officers (save
for the Executive Directors) are set out below:
Ms. Cheah Mei Hua was appointed as our Financial Controller in March 2015. She is responsible
for the full spectrum of financial and accounting functions of our Group. Prior to her current
appointment, she was an Associate Director of PTA Global Business Services from January 2015.
Between October 2003 to December 2014, Ms. Cheah held numerous positions within Peter Tang
& Associates, whereby she joined as an Accounts Executive, and was subsequently promoted to
Senior Manager and then Associate Director, and where she carried out accounting services for
CFIT Consulting. Prior to joining Peter Tang & Associates she was an Accounts Executive for
Electop (M) Sdn. Bhd. between May 2000 and July 2003, and a Costing Executive at Olivier
Supplies Malaysia Sdn. Bhd. from September 1997 to January 2000. Between September 1995
to September 1997, she was an Accounts Assistant at Hosiden Corporation (M) Sdn. Bhd.
Ms. Cheah obtained her MIA Qualifying Examinations between January 2005 to March 2006 and
has been a Chartered Accountant of the MIA since July 2006.
Ms. Renuka Thuraisingham was appointed as the managing director of Taxand Malaysia in
January 2012 and she has been responsible for managing our Groups Tax Advisory business.
She joined Taxand Malaysia as a director in February 2007, and was promoted to an Executive
Director in 2008. She has more than 26 years of experience in tax compliance and consulting
work. Ms. Thuraisingham provided tax training services and tax consultancy work on a freelance
basis for the period from October 2005 to February 2007. Between April 1992 to August 2005, Ms.
Thuraisingham held various positions within Arthur Andersen where she joined as a Tax Senior
and was eventually made Senior Tax Manager at Arthur Andersen (which was acquired by Ernst
and Young). She joined Price Waterhouse, London as a Tax Assistant in September 1989 and
previously worked as a legal advisor in Greater London Council between March 1989 to
September 1989.
Ms. Thuraisingham obtained her Bachelor of Laws degree from the University of Bristol, United
Kingdom in June 1987, and was called to the Bar at Grays Inn, London in November 1988. She
subsequently obtained the Associate of the Taxation Institute Incorporated professional tax
qualification in the United Kingdom between 1991 and 1992 and has been a member of the
Chartered Tax Institute of Malaysia since 28 May 1996.
Mr. Derek Lee was appointed as the managing director of Columbus Advisory in February 2015
and he has been responsible for managing our Groups Business Consultancy business. He was
previously an Associate Director of Columbus Advisory from October 2007 to December 2008, a
Director from January 2009 to December 2009, and an Executive Director between January 2010
to January 2015. Mr. Lee has more than 23 years of experience in external and internal audit
advisory, risk management and financial management work. Prior to his appointment in our Group,
Mr. Lee was a Manager, Risk & Internal Audit Department at KPMG from September 2004 to
December 2005. Mr. Lee was also previously an Associate Director at IA Essential Sdn. Bhd.
between January 2006 to September 2007, a Corporate Planning Manager at JW Carpenter
Limited between March 2003 and August 2004, a Group Internal Audit Manager at Nam Fatt
Corporation Berhad between January 2001 and February 2003, and a Management Accountant at
Amway Malaysia Holdings Berhad between July 1999 to December 2001. He held various
positions within Arthur Andersen between June 1992 to June 1999 where he joined as a Staff
Assistant and his last appointment was an Experienced Senior.
141

Mr. Lee has been a Certified Internal Auditor (United States) since December 2013, a Chartered
Accountant and a Member of the MIA since December 2001. He was also a member of MICPA
from July 1992 to April 1998. Mr. Lee obtained a Certification in Risk Management Assurance from
the Institute of Internal Auditors, Inc. in April 2012.
Mr. Kenny Wong was appointed as the managing director of Columbus Softnex in February 2015
and he has been responsible for managing our Groups EMS Application business. He was
previously an Executive Director of Columbus Softnex between August 2010 to January 2015. Mr.
Wong has more than 22 years of IT management, project management and systems development
experience. He was also a developer of the Enterprise Management System, a software
application used by companies to automate their risk management processes. Prior to joining our
Group, Mr. Wong was the Managing Director at SoftNex from May 2005 to July 2010 and an IT
Manager at ProJET Sdn. Bhd. (ConocoPhilips) from April 2001 to April 2005. Between June 1996
to February 2001, he was a Software Development Manager and subsequently a Project Manager
at Formis Dialog Sdn. Bhd. Between October 1993 to May 1996, he joined Malayan Banking
Berhad as an analyst and programmer and was subsequently promoted to systems analyst.
Mr. Wong obtained his Bachelor of Science in Computing from the University of Staffordshire in
July 1993. He obtained a Certificate in Crisis and Business Continuity Management from the
Massachusetts Institute of Technology in July 2012, and has also been a Certified Business
Continuity Professional since January 2010.
Ms. Sylvia Anita Rockey was appointed as the executive director of Columbus HR in December
2014 and she has been responsible for managing our Groups human resources services. Ms.
Rockey has more than 17 years of experience in human resource, including human resource
advisory, human capital training and development and business support. Prior to joining our
Group, she held various positions in Putrajaya Holdings Sdn. Bhd., a wholly-owned subsidiary of
the KLCC group of companies and Petroleum Nasional Berhad. She joined as an Executive,
Accounts and Finance in December 1997, was promoted to Executive, Planning and Special Task,
Senior Executive, Chief Executive Officer and Chairmans Office and the Senior Executive,
Marketing and Sales. Between May 2009 to November 2014, she was Head of Customer
Relationship Management of Putrajaya Holdings Sdn. Bhd.
Ms. Sylvia Anita Rockey obtained her Bachelors of Human Resource Management (with Honours)
from the Open University Malaya in December 2013, and her Professional Certificate in
Management (Petronas) from the University of Melbourne, Australia in October 2010. She
obtained a certification in training with Pembangunan Sumber Manusia Berhad in May 2014, and
has been an Associate Member of the Malaysian Institute of Human Resource Management since
November 2013.
Datin Chai Seow Lin was appointed as the managing director of PTA Corporate Services and
PTA Global Business Services since June 1996 and August 2011, respectively, and she has been
responsible for managing our Groups Business Support services. Prior to joining our Group, she
was an operation manager at United Overseas Bank (M) Bhd between May 1982 to April 1996.
She was an assistant management accountant at Bow Valley Exploration Ltd, London between
September 1981 and January 1982, and an assistant accountant between October 1980 to July
1981.
Datin Chai obtained a Bachelor of Arts (with a course in Finance with Accounting) from the
University of East London in June 1980 and her corporate secretary certificate from the Open
University Malaysia in March 2007. She was granted a Company Secretary Licence by the
Companies Commission of Malaysia for the period from 21 August 2014 to 21 August 2017.
142

Our Audit Committee, having considered the following factors:
(a)
the competence, character, integrity and professionalism of Dato Peter Tang and Ms. Cheah
Mei Hua;
(b)
that our Group will separately be setting up an independent internal audit function within our
Group post-Listing by hiring an additional suitably qualified and senior person to review the
internal control system and procedures to ensure that the internal management control
system and procedures of our Group will be sufficiently robust moving ahead;
(c)
that Ms. Cheah Mei Hua will be reporting to Dato Peter Tang only on matters which shall be
limited to and confined to the technical accounting standards for our Groups disclosure of
financial information in our Groups financial announcements and annual reports; and
(d)
that Ms. Cheah Mei Hua will separately be reporting directly to our Board of Directors on our
Groups overall financial matters, such as, inter alia, accounts processing, managing
accounts payables and receivables, preparation of monthly accounts and management
reports for board meetings, working with the statutory auditors for the preparation of statutory
accounts and monitoring the financial needs of our Group and where necessary, liaising with
the banks in respect of our Groups financing needs,
is of the view that, notwithstanding that Dato Peter Tang is a Controlling Shareholder, he will be
able to perform his role as the Finance Director of our Group independently and Ms. Cheah Mei
Hua will be able to perform her role as the Financial Controller of our Group independently.
In addition, our Audit Committee is of the view that each of Dato Peter Tang and Ms. Cheah Mei
Hua is suitable for the position of Finance Director and Financial Controller of our Group
respectively, after having:
(a)
conducted an interview with Dato Peter Tang and Ms. Cheah Mei Hua;
(b)
considered the qualifications and past working experience of Dato Peter Tang and Ms.
Cheah Mei Hua;
(c)
observed their demonstrations of the requisite competency in finance-related matters of our

Group in connection with the preparation for the listing of our Company; and
(d)
considered the absence of significant internal control weaknesses attributable to Dato Peter
Tang and Ms. Cheah Mei Hua identified during the internal control review conducted.
However, in view of our Groups expansion plans in the ASEAN region, to ensure that our
Executive Directors will be able to devote sufficient time to our Groups strategic direction and
business development, in addition to Ms. Cheah Mei Hua, our Group intends to appoint a suitably
qualified Chief Financial Officer within 12 months of our Groups listing. The Chief Financial Officer
will be independent of and will report directly to our Board of Directors and Ms Cheah Mei Hua will
be reporting directly to the Chief Financial Officer. Consequently, Dato Peter Tang will relinquish
all his responsibilities as the Finance Director, and shall continue acting in his position as an
Executive Director of our Group.
143

Further, after making all reasonable enquiries, and to the best of their knowledge and belief,
nothing has come to the attention of our Audit Committee members to cause them to believe that
Dato Peter Tang and Ms. Cheah Mei Hua do not have the competence, character and integrity
expected of a Finance Director and a Financial Controller of a listed issuer respectively.
There is no arrangement or understanding with any of our Substantial Shareholders, clients,
suppliers or any other person, pursuant to which any of our Directors or Executive Officers was
selected as our Director or Executive Officer.
DIRECTORS AND EXECUTIVE OFFICERS REMUNERATION
The remuneration (including salary, bonus, contributions to CPF, directors fees, allowances and
benefits-in-kind) paid by our subsidiaries in FY2013 and FY2014 and the estimated remuneration
(excluding bonus and benefits-in-kind) to be paid by our Group in FY2015 to our Directors and
Executive Officers for services rendered to our Group on an individual basis are set out in the
following remuneration bands (1):
FY2013
FY2014
Estimated
for FY2015
Dato Peter Tang
Mr. Ranjit Singh
Mr. Tan See Yin
Ms. Lee Pih Peng
Ms. Cheah Mei Hua
Mr. Derek Lee
Mr. Kenny Wong
Datin Chai Seow Lin
Directors
Executive Officers
Note:
(1)
Remuneration bands:
Band A means from S$0 up to S$250,000 per annum.
Band B means from S$250,001 up to S$500,000 per annum.
As at the Latest Practicable Date, we have not set aside or accrued any amounts to provide
pension, retirement or similar benefits to our employees and Directors.
144

SERVICE AGREEMENTS
On 27 October 2015, our Group entered into separate service agreements (collectively, the
Service Agreements and individually, the Service Agreement) with our Executive Chairman,
Dr. Veerinderjeet Singh, our Finance Director, Dato Peter Tang, our Executive Director, Mr. Ranjit
Singh, and our Financial Controller, Ms. Cheah Mei Hua (collectively, the Executives and
individually, the Executive).
Effective 1 January 2016, Dr. Veerinderjeet Singh, Dato Peter Tang, Mr. Ranjit Singh, and Ms.
Cheah Mei Hua will receive an aggregate monthly remuneration of RM55,000, RM63,000,
RM50,000, and RM17,500 respectively, pursuant to the terms of the respective Service
Agreements with our Group. Our Group will also contribute to the Executives Employee Provident
Fund, in aggregate, an amount equivalent to approximately 16.82%, 16.11%, 15.50% and 12.00%
of the respective rate of salary specified. Each Executive shall be entitled to an annual wage
supplement equivalent to one month of the Executives last drawn monthly salary. Subject to the
approval of the Remuneration Committee, the Executive shall also be entitled to a variable bonus
to be determined by our Company based on, inter alia, the performance of our Group for that year.
The Service Agreements with our Company are for an initial period of five years (the Initial
Term) commencing with effect from the date of admission of our Company to Catalist, subject to
renewal annually thereafter unless otherwise agreed in writing between our Company and the
Executive or terminated in accordance with the relevant Service Agreements. During the Initial
Term, the parties may terminate the respective Service Agreement by either party giving not less
than six months notice in writing to the other. We may also terminate the Service Agreements by
notice upon the occurrence of certain events such as serious misconduct, bankruptcy or where the
Executive neglects, without reasonable cause, to attend to the business of our Company.
Our Group will also extend to each of the Executives, among others, medical and dental benefits
in line with our Groups prevailing policy. Any expenses, travelling, hotel, entertainment and other
out-of-pocket expenses reasonably incurred by them in connection with our Groups business will
also be borne by our Group.
Under the terms of the Service Agreements, each of the Executives is subject to certain restrictive
covenants as described below. Each of them shall, during the term of their Service Agreements
and their expiry or termination thereof, keep secret and shall not use for his own or anothers
advantage any trade secrets, business methods, or information, which they know or ought to
reasonably know to be confidential concerning the business of our Group, so far as the information
had come to their knowledge during their appointment with our Company.
Each of the Executives shall not at any time during the period of their employment and for a period
of one year after the expiry or termination of their employment for whatever reason, do or permit,
inter alia, the following without the prior written consent of the Board:
(a)
directly or indirectly carry on or be engaged or interested in any capacity in any other

business, trade or occupation whatsoever, except in a business, trade or occupation which
is not similar to and does not compete with any business carried on or proposed to be carried
on by our Group; and/or
(b)
solicit business from any person, firm, company or organisation which at any time during the
preceding two years of the Executives employment, has been a client of our Group.
145

In addition to the above, the Service Agreement for Dato Peter Tang further provides that,
notwithstanding that our Group does not carry out audit services, for so long as:
(A)
he is a director and/or Controlling Shareholder of our Company; and
(B)
(i)
he is the sole proprietor of Peter Tang & Associates; and/or
(ii)
he and/or his associates are directors or controlling shareholders of CFIT Consulting,
he shall not, carry out any business through Peter Tang & Associates or CFIT Consulting, save
that he may carry out such business under Peter Tang & Associates required minimally in order
to maintain his audit licence. The abovementioned undertaking in relation to CFIT Consulting
would terminate upon the completion of winding up of CFIT Consulting.
Similarly, the Service Agreement for Mr. Ranjit Singh also provides that, notwithstanding that our
Group does not carry out audit services, for so long as:
(A)
he is a director and/or Controlling Shareholder of our Company; and
(B)
(i)
he is the sole proprietor of Ranjit & Co; and/or
(ii)
he and/or his associates are directors or controlling shareholders of SoftNex,
he shall not, carry out any business through Ranjit & Co. or SoftNex, save that he may carry out
such business under Ranjit & Co. required minimally in order to maintain his audit licence. The
abovementioned undertaking in relation to SoftNex would terminate upon completion of the
striking off of SoftNex.
Had the Service Agreements for the Executives been effective on 1 January 2014, the total
remuneration payable to the Executives for FY2014 would have been approximately RM2.57
million instead of RM1.26 million and the comprehensive income attributable to equity holders of
our Company would have been approximately RM2.13 million instead of RM3.25 million.
Our Group has previously entered into various contracts of employment with our Executive
Directors and Executive Officers. Such contracts typically provide for the salaries payable to them,
their working hours, annual leave and grounds of termination.
There are no existing or proposed service agreements entered into or to be entered into by our
Directors with our Company or any of our subsidiaries which provide for benefits upon termination
of employment without cause.
EMPLOYEES
As at the Latest Practicable Date, our Group had a workforce of 90 full-time employees who are
all located in our offices within Malaysia.
146

The functional distribution of our subsidiaries employees as at 31 December 2012, 31 December
2013, 31 December 2014, and of our Group as at 30 June 2015 and the Latest Practicable Date
are as follows:
As at
31 December
Functions
Management (1)
Professionals
(1)
2012
2013
2014
As at
30 June
2015
As at
the Latest
Practicable Date
35
46
52
64
67
Administration
Human resource
Information technology
54
65
72
87
90
Accounts and finance
Total
Note:
(1)
Management includes our Executive Directors and our Executive Officers, save for our Financial Controller,
Ms. Cheah Mei Hua, who has been included under the accounts and finance function.
The increase in the number of our professionals was primarily due to the expansion of our
businesses. Any new employment of related employees and the proposed terms of their
employment will be subject to the review and approval of our Remuneration Committee. In the
event that a member of our Remuneration Committee is related to the employee under review, he
will abstain from the review.
We do not employ a significant number of temporary employees.
Our employees are not covered by any collective bargaining agreements and are not unionised.
The relationship and co-operation between the management and staff have been good and are
expected to continue and remain as such in the future. There has not been any incidence of work
stoppages or labour disputes which affected our operations.
Related Employees
As at the Latest Practicable Date, save as disclosed below and in the section titled Directors,
Executive Officers and Employees Directors of this Offer Document, there are no family
relationship between any of our Directors and/or Executive Officers, or between any of our
Directors, Executive Officers and Substantial Shareholders (Related Employees).
Relationship with our
Directors
Name
Position held
Datin Chai Seow Lin
Managing director
(PTA Corporate Services and
PTA Global Business Services)
Spouse of Dato Peter Tang
Kushwin Kaur a/l Taram Singh
Senior consultant
Sister of Mr. Ranjit Singh
The remuneration of the Related Employees is determined on the same basis as those of
unrelated employees. The Related Employees, other than Datin Chai Seow Lin, do not hold
managerial positions in our Group.
147
THE AXCELASIA PERFORMANCE SHARE PLAN

On 21 October 2015, our Shareholders adopted the Performance Share Plan.
We recognise that the contributions and continued dedication of the employees of our Group and
Non-executive Directors, are critical to the future growth and development of our Group and have
undertaken a review of employee remuneration and benefits to this end. The Performance Share
Plan is a new compensation scheme that promotes higher performance goals and recognises
exceptional achievement. We have taken steps to align ourselves with and embrace local trends
and best practices in compensation.
Unlike the Options granted under the Share Option Scheme, the Performance Share Plan
contemplates the award of fully-paid Shares to participants after certain pre-determined
benchmarks have been met. Although we may, where appropriate, continue to distribute cash
bonuses to the employees of our Group and Non-executive Directors, we believe that the
Performance Share Plan will be more effective than pure cash bonuses in motivating employees
of our Group to work towards pre-determined goals.
As at the Latest Practicable Date, no Awards have been granted under the Performance Share
Plan.
Objectives of the Performance Share Plan
The Performance Share Plan is based on the principle of pay-for-performance and is designed to
enable us to reward, retain and motivate employees of our Group to achieve superior
performance. The purpose of adopting the Performance Share Plan in addition to the Share
Option Scheme is to give us greater flexibility to align the interests of employees of our Group,
especially key executives, with the interests of Shareholders.
The objectives of the Performance Share Plan are as follows:
(a)
to provide an opportunity for participants of the Performance Share Plan to participate in the
equity of our Company, thereby inculcating a stronger sense of identification with the
long-term prosperity of our Group and promoting organisational commitment, dedication and
loyalty of participants towards our Group;
(b)
to motivate participants to strive towards performance excellence and to maintain a high

level of contribution to our Group;
(c)
to give recognition to contributions made or to be made by participants by introducing a

variable component into their remuneration package; and
(d)
to make employee remuneration sufficiently competitive to recruit new participants and/or to

retain existing participants whose contributions are important to the long-term growth and
profitability of our Group.
Overview of the Performance Share Plan

The Performance Share Plan is designed to reward its participants through the issue of fully-paid
Shares according to the extent to which they complete certain time-based service conditions or
achieve their performance targets over set performance periods.
148

Awards granted shall take into account (a) the financial performance of our Group, (b) an
employees criteria such as his rank, job performance, potential for future development and his
contribution to the success and development of our Group, and (c) in respect of a participant being
a Non-executive Director, criteria such as his contribution to the success and development of our
Group.
No minimum vesting periods are prescribed under the Performance Share Plan for Awards, and
the length of the vesting period in respect of each Award will be determined on a case-by-case
basis.
We will announce the following information to the public via the SGXNET immediately upon the
grant of awards under the Performance Share Plan, among others:
(a)
the date of the grant;
(b)
total number of shares granted;
(c)
the market price of its securities on the date of the grant; and
(d)
range of number of shares granted to each participant.
Summary of the Performance Share Plan

The rules of the Performance Share Plan may be inspected by Shareholders at the registered
office of our Company for a period of six months from the date of registration of this Offer
Document. The following is a summary of the rules of the Performance Share Plan:
Participants
The Performance Share Plan allows for participation by full-time employees of our Group
(including the Executive Directors) and Non-executive Directors (including Independent Directors)
who have attained the age of 21 years and above on or before the relevant date of grant of the
Award, provided that none shall be an undischarged bankrupt or have entered into a composition
with his creditors.
Controlling Shareholders and their associates will not be eligible to participate in the Performance
Share Plan.
Management of the Performance Share Plan
The Performance Share Plan shall be managed by the members of the Nominating Committee and
the Remuneration Committee (the Administration Committee), which has the absolute
discretion to determine persons who will be eligible to participate in the Performance Share Plan.
However, in compliance with the requirements of the Catalist Rules, a participant who is a member
of the Administration Committee shall not be involved in any deliberation or decision in respect of
Awards (as the case may be) to be granted to or held by that participant.
Our Board is responsible for reviewing and approving remuneration packages of our key
executives (other than Executive Directors). Our Administration Committee will recommend to our
Board a framework of remuneration for our Directors and key executives and determine specific
remuneration packages for each Executive Director. Our Board and Administration Committee aim
to build a capable and committed management team and workforce for our Group, through
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focused management and progressive policies and competitive remuneration packages which can
attract and retain a pool of talented executive officers to meet the current and future growth of our
Group.
Size of the Performance Share Plan
The aggregate number of Shares which may be issued and/or transferred pursuant to Awards
granted under the Performance Share Plan on any date, when added to the number of Shares
issued and issuable and/or transferred and transferrable in respect of (a) all Awards granted under
the Performance Share Plan, and (b) all options granted under any other share option, share
incentive, performance share or restricted share plan implemented by the Company and for the
time being in force, shall not exceed 15.0% of the number of all issued Shares (excluding treasury
shares, as defined in the Labuan Companies Act) on the day preceding that date.
To enjoy greater flexibility in structuring remuneration and compensation packages, our Company
believes that it should have a sufficient number of Shares to accommodate Awards issued under
the Performance Share Plan. Taking into consideration the size of the post-Placement share
capital of our Company as well as the number of eligible participants in the Performance Share
Plan, our Directors believe that such limit is necessary to accommodate the existing number of
participants to whom Awards may be granted under the Performance Share Plan annually over the
10-year period of the Performance Share Plan so as to create a meaningful compensation for the
participants contributions.
Awards Entitlement
Awards represent the right of a participant to receive fully-paid Shares free of charge. Awards
granted under the Performance Share Plan may be time-based or performance-related as set out
above.
In respect of time-based Awards, a participant is entitled to receive fully-paid Shares free of
charge, upon the expiry of the prescribed vesting periods.
In the case of performance-related Awards, a participant is entitled to receive fully-paid Shares
free of charge subject to certain prescribed performance targets being met.
The vesting periods of Awards (whether time-based or performance-related) will be determined by
the Administration Committee and may not be subject to such time restrictions before vesting.
The selection of a participant, the type of Award (whether time-based or performance-related), the
number of Performance Shares to be granted to him, and the prescribed vesting period shall be
determined at the absolute discretion of the Administration Committee, which shall take into
account:
(a)
in respect of a participant being an employee of our Group, criteria such as his rank, job
performance, potential for future development and his contribution to the success and
development of our Group; and
(b)
in respect of a participant being a Non-executive Director, criteria such as his contribution to

the success and development of our Group.
In addition, for performance-related Awards, the extent of effort required to achieve the
performance target(s) within the performance period shall also be considered.
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The Administration Committee shall decide, in relation to each Award (whether time-based or
performance related) to be granted to a participant:
(a)
the date on which the Award is to be granted;
(b)
the number of Performance Shares;
(c)
the prescribed vesting period(s); and
(d)
the extent to which Performance Shares shall be released at the end of each prescribed
Vesting Period.
In the case of performance-related Awards, the Administration Committee shall also decide on:
(a)
the prescribed performance condition(s);
(b)
the performance period during which the prescribed performance condition(s) are to be
satisfied; and
(c)
the extent to which Performance Shares shall be released on the prescribed performance
target(s) being satisfied (whether fully or partially) or exceeded or not being satisfied, as the
case may be, at the end of the performance period.
Grant of Awards
Awards may be granted at any time during the period when the Performance Share Plan is in
force. An Award letter confirming the Award and specifying, amongst others, in relation to a
performance-related Award, the prescribed performance target(s) and the performance period
during which the prescribed performance target(s) are to be satisfied, will be sent to each
participant as soon as is reasonably practicable after making an Award.
Vesting of Awards
Special provisions for the vesting and lapsing of Awards (some at the discretion of the
Administration Committee) under certain circumstances include:
(a)
a participant, being an employee of our Group, ceasing for any reason whatsoever, to be in
the employment of a company in our Group or in the event the company by which the
participant is employed ceases to be a company in our Group;
(b)
a participant, being a Non-executive Director, ceasing to be a director of a company in our

Group, for any reason whatsoever;
(c)
upon the bankruptcy of the participant;
(d)
ill health, injury, disability or death of a participant;
(e)
a participant committing any breach of any of the terms of his Award;
(f)
misconduct on the part of a participant as determined by the Administration Committee in its

discretion;
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(g)
a general offer being made of all or any part of our Shares;
(h)
a scheme of arrangement or compromise between our Company and our Shareholders being
sanctioned by the Court;
(i)
an order for the compulsory winding-up of the Company being made;
(j)
a resolution for a voluntary winding-up (other than for amalgamation or reconstruction) of the
Company being made; and/or
(k)
any other event approved by the Administration Committee.
Upon the occurrence of any of the events specified in paragraphs (g) to (j) above, the
Administration Committee may consider, in its absolute discretion, whether or not to release any
Award. If the Administration Committee decides to release any Award, then in determining the
number of Shares to be vested in respect of such Award, the Administration Committee will have
regard to the proportion of the vesting period(s) which has elapsed and the extent to which the
prescribed performance target(s) (if any) has been satisfied.
Upon the occurrence of any of the events specified in paragraphs (a) to (f) above, an Award then
held by a participant shall, subject as provided in the rules of the Performance Share Plan and to
the extent not yet released, immediately become void and cease to have effect and the participant
shall have no claim whatsoever against our Company.
Our Company will have the flexibility to deliver Performance Shares to participants upon the
vesting of their Awards by way of:
(a)
an issue of new Shares; and/or
(b)
the purchase of existing Shares on behalf of the participants.
It is the intention of our Company that Performance Shares will typically be delivered to
participants upon the vesting of their Awards by way of an issue of new Shares. However, our
Company anticipates that our Company may, in very limited circumstances, purchase existing
Shares on behalf of the participants upon the vesting of their Awards. These circumstances
include situations when our Shares are undervalued or when it otherwise makes economic sense
to purchase existing Shares.
New Shares, when allotted and issued, and existing Shares, when transferred to the participants
upon the release of Awards shall be subject to all the provisions of the Memorandum and Articles
of Association of our Company and shall rank pari passu in all respects with the then existing
issued Shares, save for any dividends, rights, allotments or distributions on the record date of
which falls on or before the relevant vesting date of the Shares which are the subject of the
Awards. For such purposes, record date means the date as at the close of business on which our
Shareholders must be registered in order to participate in any dividends, rights, allotments or
other distributions.
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Shares which are the subject of:
(a)
a time-based Award shall, vest upon the expiry of each vesting period in relation to such
Award and our Company shall release to the relevant participant the Performance Shares to
which his Award relates on the vesting date; and
(b)
a performance-related Award shall be vested with a participant on the vesting date, which
shall be a Market Day falling as soon as practicable after the review by the Administration
Committee of the performance target(s) prescribed in respect of such Award and determine
whether it has been satisfied and, if so, the extent to which it has been satisfied, and, on the
vesting date, the Administration Committee will procure the allotment or transfer to each
participant of the number of Performance Shares so determined.
For the purposes of determining if performance target(s) in respect of performance-related Awards

have been achieved, the Administration Committee has the right to make computational
adjustments to the audited results of our Company or our Group, as the case may be, to take into
account such factors as the Administration Committee may determine to be relevant, including
changes in accounting methods, taxes and extraordinary events. The Administration Committee
also has the discretion to amend the performance target(s) if the Administration Committee
decides that a changed performance target would be a fairer measure of performance, or to waive
the performance target where the participant has achieved a level of performance that the
Administration Committee considers satisfactory notwithstanding that the performance target has
not been fulfilled.
Adjustments and Alterations under the Performance Share Plan
If a variation in the share capital of our Company (whether by way of a capitalisation of profits or
reserves, rights issue, reduction, subdivision, consolidation or distribution) shall take place, then:
(a)
the class and/or number of Performance Shares to the extent not yet vested and the rights
attached thereto; and/or
(b)
the class and/or number of Shares over which future Awards may be granted under the
Performance Share Plan,
may, at the option of the Administration Committee, be adjusted in such manner as the
Administration Committee may determine to be appropriate. However, any adjustment shall be
made in such a way that a participant will not receive a benefit that a Shareholder does not
receive.
The issue of securities as consideration for an acquisition or a private placement of securities or
the cancellation of issued shares purchased or acquired by our Company by way of a market
purchase of such shares undertaken by our Company on the SGX-ST during the period when a
share purchase mandate granted by our Shareholders (including any renewal of such mandate)
is in force shall not normally be regarded as a circumstance requiring adjustment.
Any adjustment (except in relation to a capitalisation issue) must be confirmed in writing by the
auditors.
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Modifications to the Performance Share Plan
The Performance Share Plan may be modified and/or altered from time to time by a resolution of
our Board, subject to the prior approval of the SGX-ST and such other regulatory authorities as
may be necessary.
However, no modification or alteration shall adversely affect the rights attached to Awards granted
prior to such modification or alteration except with the written consent of such number of
participants under the relevant Performance Share Plan who, if their Awards were released to
them, would thereby become entitled to not less than 75.0% of the aggregate number of all our
Shares which would be issued upon exercise in full of all outstanding Awards under the
Performance Share Plan.
No alteration shall be made to certain rules of the Performance Share Plan to the advantage of
the holders of the Awards, as the case may be, except with the prior approval of our Shareholders
in general meeting.
Duration of the Performance Share Plan
The Performance Share Plan shall continue in operation at the discretion of the Administration
Committee for a maximum period of 10 years commencing on the date on which the Performance
Share Plan is adopted by our Company in general meeting, provided that the Performance Share
Plan may continue beyond the above stipulated period with the approval of our Shareholders by
ordinary resolution in general meeting and of any relevant authorities which may then be required.
The Performance Share Plan may be terminated at any time by the Administration Committee and
by resolution of our Company in general meeting, subject to all relevant approvals which may be
required being obtained. The termination of the Performance Share Plan shall not affect Awards
which have been granted in accordance with the Performance Share Plan.
Abstention from voting
Participants who are Shareholders are to abstain from voting on any Shareholders resolution
relating to the Performance Share Plan and any modification thereof. All Shareholders who are
eligible to participate in the Performance Share Plan will abstain from voting on the resolutions in
relation to the participation by and grant of Awards to Controlling Shareholders and their
associates. Participants may, however, act as proxies of Shareholders in respect of the votes of
such Shareholders in relation to any such resolutions, provided that specific instructions have
been given in the proxy forms on how the votes are to be cast in respect of the resolution.
Rationale for participation by employees of our Group in the Performance Share Plan
The grant of Awards to the employees of our Group allows us to have a fair and equitable system
to reward our Directors and employees of our Group who have made and who continue to make
significant contributions to the long-term growth of our Group.
We believe that the grant of Awards to the employees of our Group will enable us to attract, retain
and provide incentives to our Directors and employees of our Group to produce higher standards
of performance as well as encourage greater dedication and loyalty by enabling our Company to
give recognition to past contributions and services as well as motivating participants generally to
contribute towards the long-term growth of our Group.
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Rationale for participation by Non-executive Directors (including Independent Directors) in
the Performance Share Plan
Our Non-executive Directors come from diverse professions and working backgrounds. Although
they are not involved in the day-to-day running of our Groups operations, they are able to
contribute their extensive experience, knowledge, expertise and business contacts to the benefit
of our Group and assist in our Groups business interests. Leveraging on their contacts, they may
also be able to provide our Group with strategic or significant alliances or opportunities. Our
Company therefore regards our Non-executive Directors as a resource pool from which we are
able to tap business contacts, knowledge, expertise and experience.
Our Non-executive Directors are presently also members of our Audit Committee, Remuneration
Committee and Nominating Committee. Each of these committees plays an important role in the
corporate governance of our group.
Currently, our Non-executive Directors are remunerated only by way of directors fees. Allowing
the participation by our Non-executive Directors in the Performance Share Plan provides our
Company with a further avenue of acknowledging the services and contributions to our Group and
to reward and give recognition to such services and contributions by way of remuneration
comprising a combination of fees and Awards. This flexibility is important since it may not always
be possible to compensate Non-executive Directors fully or appropriately by increasing the
directors fees or other forms of cash payment. Having a flexible remuneration system will enable
our Company to continue to attract individuals of great ability and aptitude to serve as
Non-executive Directors. In the long-term, this will help ensure the continuity of good corporate
governance in our Company.
However, as the Performance Share Plan is intended to cater primarily to employees of our Group
who will comprise the bulk of the participants of the Performance Share Plan, our Directors
anticipate that awards that may be granted to our Non-executive Directors pursuant to the
Performance Share Plan, would not comprise a significant portion of the shares available under
the Performance Share Plan. Further, in order to minimise any potential conflict of interests which
may arise as a result of granting Awards to Non-executive Directors who are also members of our
Audit Committee, Remuneration Committee or Nominating Committee, any grant of awards to
Non-executive Directors is anticipated to be minimal, with such grants being made as a token of
our Companys appreciation for their contributions to our Company and to help further align their
interests with those of our Shareholders. Our Non-executive Directors would generally continue
to be remunerated for their services by way of directors fees.
The Administration Committee shall act judiciously in the exercise of its discretion in respect of the
grant of Awards to our Non-executive Directors. In deciding whether to grant Awards to our
Non-executive Directors, the Administration Committee will take into consideration, among other
things, the services and contributions made to the growth of our Group, attendance and
participation in meetings and the years of service of a particular Non-executive Director. The
Administration Committee may also, where it considers relevant, take into account other factors
such as prevailing economic conditions and our performance. A Non-executive Director will
abstain from voting as a Director or a member of the Administration Committee when the grant of
Awards to him is being deliberated.
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Financial Effects of the Performance Share Plan
The accounting rules in the Singapore Financial Reporting Standards are effective for financial
periods beginning on or after 1 January 2005. It requires the fair value of employee services
received in exchange for the grant of our Shares to be recognised as an expense. For
equity-settled share-based payment transactions, the total amount to be expensed in the income
statement over the vesting period is determined by reference to the fair value of the each Share
granted at the grant date and the number of Shares vested by the vesting date, with a
corresponding increase in equity.
Before the end of the vesting period, at each balance sheet date, the entity revises its estimates
of the number of Shares that are expected to vest by the vesting date and recognises the impact
of this revision in the income statement with a corresponding adjustment to equity. After the
vesting date, no adjustment to the income statement would be made.
When new Shares are issued to participants, the share capital will increase. If existing Shares are
purchased, as opposed to new Shares issued for delivery to participants, the Performance Share
Plan will have no impact on our Companys share capital.
The consolidated NTA will be decreased by the amount of expenses charged to the income
statement if existing Shares are purchased. If new Shares are issued, there would be no effect on
the consolidated NTA due to the offsetting effect of expenses recognised and increased share
capital.
During the vesting period, the consolidated EPS would be reduced by both the expense
recognised and the potential ordinary Shares to be issued under the Performance Share Plan.
NTA per Share would be diluted as a result of the reduced NTA if existing Shares are purchased
or the increased share capital if new Shares are issued.
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THE AXCELASIA EMPLOYEE SHARE OPTION SCHEME

On 21 October 2015, our Shareholders adopted the Share Option Scheme.
The Share Option Scheme will provide eligible participants with an opportunity to participate in the
equity of our Company and to motivate them towards better performance through increased
dedication and loyalty. The Share Option Scheme, which forms an integral and important
component of a compensation plan, is designed to primarily reward and retain employees whose
services are vital to our success.
As at the Latest Practicable Date, no Options have been granted under the Share Option Scheme.
Objectives of the Share Option Scheme
The objectives of the Share Option Scheme are as follows:
(a)
to motivate participants to optimise their performance standards and efficiency and to

maintain a high level of contribution to our Group;
(b)
to retain key employees whose contributions are essential to the long-term growth and
profitability of our Group;
(c)
to instil loyalty to, and a stronger identification by participants with the long-term prosperity
of our Group;
(d)
to attract potential employees with relevant skills to contribute to our Group and to create
value for our Shareholders; and
(e)
to align the interests of participants with the interests of our Shareholders.
Summary of the Share Option Scheme

The rules of the Share Option Scheme may be inspected by Shareholders at the registered office
of our Company for a period of six months from the date of registration of this Offer Document. The
following is a summary of the rules of the Share Option Scheme:
Participants
The Share Option Scheme allows for participation by confirmed employees of our Group
(including our Executive Directors) and Non-executive Directors (including Independent
Directors), who have attained the age of 21 years on or before the relevant date of grant of the
Option, provided that none of them shall be an undischarged bankrupt or have entered into a
composition with his creditors.
Controlling shareholders and their associates will not be eligible to participate in the Share Option
Scheme.
Administration of the Scheme
The Share Option Scheme shall be administered by a committee comprising of members of the
Nominating Committee and the Remuneration Committee (the Administration Committee),
with powers to determine, inter alia, the following:
(a)
persons to be granted Options;

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(b)
number of Options to be offered; and
(c)
recommendations for modifications to the Share Option Scheme.
However, in compliance with the requirement of the Rules of Catalist, a participant of the Share
Option Scheme who is a member of the Administration Committee will not be involved in any
deliberation or decision in respect of Options to be granted to that participant.
Size of the Share Option Scheme
The total number of Shares over which the Administration Committee may grant Options on any
date, when added to the number of Shares issued and issuable in respect of all Options granted
under the Share Option Scheme (including the Performance Share Plan and any other share
option schemes of our Company) shall not exceed 15.0% of the number of issued Shares
(excluding treasury shares, as defined in the Labuan Companies Act) on the day preceding the
date of the relevant grant.
Our Directors believe that this limit gives us sufficient flexibility to decide upon the number of
Option Shares to offer to the employees of our Group under the Share Option Scheme. The
number of eligible participants is expected to grow over the years. Our Company, in line with its
goals of ensuring sustainable growth, is constantly reviewing its position and considering the
expansion of its talent pool which may involve employing new employees. The employee base and
the number of eligible participants will increase as a result. The number of Options offered must
also be significant enough to serve as a meaningful reward for contribution to our Group. The
Administration Committee shall exercise its discretion in deciding the number of Shares to be
granted to each employee under the Share Option Scheme which will depend on the performance
and value of the employee to our Group.
Options entitlements
The number of Option Shares to be offered to a participant shall be determined by the
Administration Committee, in their absolute discretion. The Administration Committee shall
consider criteria such as rank and responsibilities within our Group, performance, years of
service/appointment and potential for future development of that participant and the performance
of our Company.
Options, exercise period and exercise price
The Options that are granted under the Share Option Scheme may have exercise prices that are,
at the discretion of the Administration Committee:
(a)
set at a discount to a price (the Market Price) equal to the average of the last dealt prices
for the Shares on the SGX-ST for the five consecutive market days immediately preceding
the relevant date of grant of the relevant Option of a Share (the Incentive Option),
provided that:
(i)
the maximum discount shall not exceed 20.0% of the Market Price (or such other
percentage or amount as may be determined by the Administration Committee and
permitted by the SGX-ST); and
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(ii)
the Shareholders in general meeting shall have authorised, in a separate resolution, the
making of offers and grants of Options under the Share Option Scheme at a discount
not exceeding the maximum discount as aforesaid,
in which event, such Options may be exercised after the second anniversary of the date of
grant and expiring on the fifth anniversary of such date of grant; or
(b)
fixed at the Market Price (the Market Price Option). Market Price Options may be
exercised after the first anniversary of the date of grant and expiring on the fifth anniversary
of such date of grant.
Grant of Options
There are no fixed periods for the grant of Options. As such, offers of the grant of Options may be
made at any time from time to time at the discretion of the Administration Committee.
However, in the event that an announcement on any matter of an exceptional nature involving
unpublished price sensitive information is imminent, offers may only be made after the second
market day from the date on which the aforesaid announcement is made.
Termination of Options
Options may lapse or be exercised earlier in circumstances which include the termination of the
employment of the participant in our Group and our parent company, the bankruptcy of the
participant, the death of the participant, a take-over of our Company, and the winding-up of our
Company.
Acceptance of Options
The grant of Options shall be accepted within 30 days from the date of the offer. Offers of Options
made to grantees, if not accepted before the closing date, will lapse. Upon acceptance of the offer,
the grantee must pay our Company a consideration of S$1.00.
Rights of Shares arising from the exercise of Options
New Shares arising from the exercise of Options, when allotted and issued shall be subject to all
the provisions of the Memorandum and Articles of Association of our Company and shall rank in
full for all entitlements, including dividends or other distributions declared or recommended in
respect of the then existing Shares, the Record Date for which is on or after the relevant date upon
which such exercise occurred, and shall in all other respects rank pari passu with other existing
Shares then in issue.
Duration of the Share Option Scheme
The Share Option Scheme shall continue in operation for a maximum period of 10 years
commencing on the date on which the Share Option Scheme is adopted by our Company in a
general meeting, provided that the Share Option Scheme may continue for any further period
thereafter with the approval of our Shareholders by ordinary resolution in general meeting and of
any relevant authorities which may then be required.
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Abstention from voting
Participants who are Shareholders are to abstain from voting on any Shareholders resolution
relating to the Share Option Scheme. All Shareholders who are eligible to participate in the
Scheme will abstain from voting on the resolutions where applicable in relation to the discount
quantum and participation by and Options to be granted to Controlling Shareholders and their
associates. Participants may act as proxies of Shareholders of the Company in respect of the
votes of such Shareholders in relation to any such resolution provided that specific instructions
have been given in the proxy forms on how the votes are to be cast in respect of the resolution.
Modifications to the Share Option Scheme
The Share Option Scheme may be modified and/or altered from time to time by a resolution of the
Administration Committee, subject to the compliance with the requirements of the Listing Manual
and the requirements of any other regulatory authorities as may be necessary.
However, no modification or alteration shall adversely affect the rights attached to Options granted
prior to such modification or alteration except with the written consent of such number of
participants under the Share Option Scheme who, if they exercised their Options in full, would
thereby become entitled to not less than 75.0% of the number of all the Shares which would be
allotted upon exercise in full of all outstanding Options under the Share Option Scheme.
No alteration to certain rules of the Share Option Scheme which would be to the advantage of
participants under the Share Option Scheme, such as the repricing of the exercise price of the
Options and the replacement of existing Options, shall be made except with the prior approval of
our Shareholders in general meeting.
Grant of Incentive Options with a discounted exercise price
The ability to offer Options to participants of the Share Option Scheme with exercise prices set at
a discount to the prevailing market prices of our Shares will operate as a means to recognise the
performance of participants. This would motivate them to continue to excel while encouraging
them to focus more on improving the profitability and return of our Group above a certain level,
which will benefit all Shareholders when these are eventually reflected through share price
appreciation. Incentive Options would be perceived in a more positive light by the participants,
inspiring them to work hard and produce results in order to be offered Incentive Options, as only
employees who have made outstanding contributions to the success and development of our
Group would be granted Incentive Options.
The flexibility to grant Options with discounted prices is also intended to cater to situations where
the stock market performance has overrun the general market conditions. In such events, the
Administration Committee will have absolute discretion to:
(a)
grant Options set at a discount to Market Price of a Share (subject to a maximum limit of
20.0%); and
(b)
determine the participants to whom, and the Options to which, such reduction in exercise
prices will apply.
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In determining whether to give a discount and the quantum of the discount, the Administration
Committee shall be at liberty to consider factors including the performance of our Company, our
Group, the performance of the participant concerned, the contribution of the participant to the
success and development of our Group and the prevailing market conditions. The Administration
Committee will determine on a case-by-case basis whether a discount will be given, and if so, the
quantum of the discount, taking into account the objective that is desired to be achieved by our
Company and the prevailing market conditions. As the actual discount given will depend on the
relevant circumstances, the extent of the discount may vary from one case to another, and from
time to time, subject to a maximum discount of 20.0% of the Market Price of a Share. The
discretion to grant Incentive Options will, however, be used judiciously.
It is envisaged that our Company may consider granting the Incentive Options under
circumstances including (but not limited to) the following:
(a)
where, due to speculative forces in the stock market resulting in an overrun of the market,
the market price of our Shares at the time of the grant of Incentive Options is not a true
reflection of the financial performance of our Company;
(b)
to enable our Company to offer competitive remuneration packages in the event that the
practice of granting Incentive Options become more significant components of executive
remuneration packages, a discretion to grant Incentive Options will provide our Company
with a means to maintain the competitiveness of our Group compensation strategy; and/or
(c)
where our Group needs to provide more compelling motivation for specific business units to
improve their performance, grants of Incentive Options will help to align the interests of
employees with those of our Shareholders by encouraging them to focus more on improving
the profitability and return of our Group above a certain level which will benefit all
Shareholders when these are eventually reflected through share price appreciation. As such,
Incentive Options would be perceived more positively by the employees who receive such
Incentive Options.
Such flexibility in determining the quantum of discount would enable the Administration Committee
to tailor the incentives in the grant of Incentive Options to be commensurate with the performance
and contribution of each individual participant. By individually recognising the degree of
performance and contribution of each participant, the granting of Incentive Options at a
commensurate discount would enable the Administration Committee to provide incentives for
better performance, greater dedication and loyalty of the participants.
Our Company may also grant Market Price Options without any discount to the market price of our
Companys shares. Additionally, our Company may, if it deems fit, impose conditions on the
exercise of the Options (whether such Options are granted at the market price or at a discount to
the market price), such as restricting the number of Shares for which the Option may be exercised
during the initial years following its vesting.
Rationale for participation by employees of our Group in the Share Option Scheme
The extension of the Share Option Scheme to employees of our Group allows us to have a fair and
equitable system to reward directors and employees of our Company and/or subsidiaries who
have made and who continue to make significant contributions to the long-term growth of our
Group.
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We believe that the grant of Options to the employees of our Group will enable us to attract, retain
and provide incentives to its participants to produce higher standards of performance as well as
encourage greater dedication and loyalty to our Group. This would enable our Company to give
recognition to past contributions and services as well as motivating participants generally to
contribute towards the long-term growth of our Group.
Rationale for participation by Non-Executive Directors (including Independent Directors) in
the Share Option Scheme
Although Non-Executive Directors are not involved in the day-to-day running of our operations,
they play an invaluable role in furthering the business interests of our Group by contributing their
experience and expertise. The participation by Non-Executive Directors in the Share Option
Scheme will provide our Company with a further avenue to acknowledge and recognise their
services and contributions to our Group as it may not always be possible to compensate them fully
or appropriately by increasing the directors fees or other forms of cash payment. For instance,
Non-Executive Directors may bring strategic or other value to our Company which may be difficult
to quantify in monetary terms. The grant of Options to Non-Executive Directors will allow our
Company to attract and retain experienced and qualified persons from different professional
backgrounds to join our Company as Non-Executive Directors, and to motivate our existing
Independent Directors to take extra efforts to promote the interests of our Company and/or our
Group.
In deciding whether to grant Options to Non-Executive Directors, the Remuneration Committee
will take into consideration, among other things, the services and contributions made to the
growth, development and success of our Group and the years of service of a particular
Non-Executive Directors. The Remuneration Committee may also, where it considers relevant,
take into account other factors such as the economic conditions and our Companys performance.
In order to minimise any potential conflict of interests and not to compromise the independence
of the Non-Executive Directors, our Company intends to grant only a nominal number of Options
granted under the Share Option Scheme to such Non-Executive Directors. In addition, in the event
that any conflict of interests arises in any matter to be decided by the Board, our Company shall
procure that the relevant Independent Directors abstain from voting on such matter at the Board
meeting.
Cost of Options granted under the Share Option Scheme to our Company
Any Options granted under the Share Option Scheme would have a fair value. In the event that
such Options are granted at prices below the fair value of the Options, there will be a cost to our
Company. The amounts of such costs may be more significant in the case of Incentive Options,
where such Options are granted with exercise prices set at a discount to the prevailing market
price of our Shares. The cost to our Company of granting Options under the Share Option Scheme
would be as follows:
(a)
the exercise of an Option at the exercise price would translate into a reduction of the
proceeds from the exercise of such Option, as compared to the proceeds that our Company
would have received from such exercise had the exercise been made at the prevailing
market price of our Shares. Such reduction of the exercise proceeds would represent the
monetary cost to our Company;
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(b)
as the monetary cost of granting Options with a discounted exercise price is borne by our
Company, the earnings of our Company would effectively be reduced by an amount
corresponding to the reduced interest earnings that our Company would have received from
the difference in proceeds from exercise price with no discount versus the discounted
exercise price. Such reduction would, accordingly, result in the dilution of our Companys
EPS; and
(c)
the effect of the issue of new Shares upon the exercise of Options, is that our Companys
NTA per Share will increase if the exercise price is above the NTA per Share and decrease,
if the exercise price is below the NTA per Share.
The costs as discussed above would only materialise upon the exercise of the relevant Options.
Share options have value because the option to buy a companys share for a fixed price during
an extended future time period is a valuable right, even if there are restrictions attached to such
an option. As our Company is required to account for share-based awards granted to our
employees, the cost of granting Options will affect our financial results as this cost to our Company
would be required to be charged to our Companys profit and loss account commencing from the
time Options are granted. Subject as aforesaid, as and when Options are exercised, the cash
inflow will add to the NTA of our Company and its share capital base will grow. Where Options are
granted with subscription prices that are set at a discount to the market prices for our Shares
prevailing at the time of the grant of such Options, the amount of the cash inflow to our Company
on the exercise of such Options would be diminished by the quantum of the discount given, as
compared with the cash inflow that would have been receivable by our Company had the Options
been granted at the market price of our Shares prevailing at the time of the grant.
The grant of Options will have an impact on our Companys reported profit under the accounting
rules in the Singapore Financial Reporting Standards which is effective for financial periods
beginning on or after 1 January 2013. It requires the recognition of an expense in respect of
Options granted. The expenses will be based on the fair value of the Options at the date of grant
(as determined by an option-pricing model) and will be recognised over the vesting period.
Details of the number of Options granted pursuant to the Share Option Scheme, the number of
Options exercised and the exercise price (as well as any applicable discounts) will be disclosed
in our annual report.
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CORPORATE GOVERNANCE
Our Directors recognise the importance of corporate governance and the offering of high
standards of accountability to our Shareholders, and will use best efforts to implement the good
practices recommended in the Code of Corporate Governance 2012 (Code). Our Board of
Directors has formed three committees, namely, the Audit Committee, the Remuneration
Committee and the Nominating Committee.
BOARD PRACTICES
Our Directors are appointed by our Shareholders at a general meeting, and an election of
Directors takes place annually. One third (or the number nearest one third) of our Directors, are
required to retire from office at each annual general meeting. Further, all our Directors are
required to retire from office at least once in every three years. However, a retiring Director is
eligible for re-election at the meeting at which he retires. Further details on the appointment and
retirement of Directors can be found in the section titled Appendix F Selected Extracts of our
Articles of Association of this Offer Document.
Nominating Committee
Our Nominating Committee comprises Datin Isharidah Binti Ishak, Mr. Tan See Yin and Ms. Lee
Pih Peng. The Chairman of our Nominating Committee is Datin Isharidah Binti Ishak. Our
Nominating Committee is responsible for matters such as:
(a)
review and recommend candidates for appointments to our Board and Board committees
(excluding the appointment of existing members of our Board to each of the Audit Committee,
the Nominating Committee and the Remuneration Committee for the purposes of the initial
establishment of such Board committees), as well as candidates for senior management
staff, who are not also candidates for appointment to our Board;
(b)
reviewing and approving any new employment of related persons and proposed terms of
their employment;
(c)
review of board succession plans for our Directors, in particular, the Chairman and the Chief
Executive Officer (where applicable);
(d)
develop a process for evaluation of the performance of our Board, our board committees and
our Directors;
(e)
review of training and professional development programmes for our Board;
(f)
review and recommend nomination for re-appointment or re-election or renewal of

appointment of our Directors;
(g)
review and recommend candidates to be our nominees on the boards and board committees
of the companies and entities within our Group;
(h)
determine independence of our Directors annually, and as and when circumstances require;
(i)
review the participation (whether by way of obtaining an interest in or taking a board seat or
otherwise) by each Independent Director in any competing businesses and take into account
such matters in the re-appointment or re-election or renewal of appointment of such
Independent Director;
164
(j)
to decide how our Boards performance may be evaluated and proposed objective
performance criteria, as approved by our Board that allows comparison with its industry
peers, and address how our Board has enhanced long-term Shareholders value; and
(k)
undertake generally such other functions and duties as may be required by law or the Listing
Manual, and by amendments made thereto from time to time.
In the event that any member of our Nominating Committee has an interest in a matter being
deliberated upon by our Nominating Committee, he will abstain from participating in the review
and approval process relating to that matter as well as from voting on any resolutions relating to
such matters.
Nominating Committees view of our Independent Directors
The Nominating Committee, having taken into consideration the following:
(a)
the number of listed company directorships by each of our Independent Directors;
(b)
the principal commitments of our Independent Directors;
(c)
the confirmations by our Independent Directors stating that they are each able to devote
sufficient time and attention to the matters of our Company;
(d)
the confirmations by our Independent Directors that each of them is not accustomed or under
an obligation, whether formal or informal, to act in accordance with the directions,
instructions or wishes of any controlling shareholder of our Company, has no relationship
with our Company, its related corporations or with any directors of these corporations, its
10.0% Shareholders or its officers that could interfere or be reasonably perceived to
interfere, with the exercise of his or her independent business judgement with a view to the
best interests of our Company;
(e)
our Independent Directors working experience and expertise in different areas of

specialisation; and
(f)
the composition of the Board,
is of the view that (a) each of our Independent Directors is individually and collectively able to
devote sufficient time to the discharge of their duties and are suitable and possess relevant
experience as Independent Directors of our Company, and (b) our Independent Directors, as a
whole, represent a strong and independent element on the Board which is able to exercise
objective judgement on corporate affairs independently from the Controlling Shareholders.
Remuneration Committee
Our Remuneration Committee comprises, Ms. Lee Pih Peng, Mr. Tan See Yin, and Datin Isharidah
Binti Ishak. The Chairman of our Remuneration Committee is Ms. Lee Pih Peng. Our
Remuneration Committee is responsible for, among others, recommending to our Board a
framework and criteria of remuneration for the Directors and Executive Officers, and for
recommending specific remuneration packages for each Executive Director. The
recommendations of our Remuneration Committee are submitted for endorsement by the entire
Board. All aspects of remuneration, including but not limited to our Directors and our Financial
Controllers fees, salaries, allowances, bonuses, options, share-based incentives, awards and
165
benefits in kind shall be covered by our Remuneration Committee. Each member of our
Remuneration Committee is required to abstain from voting on any resolutions and making
recommendations and/or participating in any deliberations of our Remuneration Committee in
respect of his remuneration package. Our Remuneration Committee will also review and
administer the Performance Share Plan and Share Option Scheme.
In addition, our Remuneration Committee will perform an annual review of the remuneration of
employees related to our Directors and/or Substantial Shareholders to ensure that their
remuneration packages are in line with our staff remuneration guidelines and commensurate with
their respective job scopes and level of responsibilities. They will also review and approve any
bonuses, pay increases and/or promotions for these employees.
All decisions at any meeting of our Remuneration Committee shall be decided by a majority of
votes of the members present and voting and such decision shall at all times exclude the vote,
approval or recommendation of any member who has a conflict of interest in the subject matter
under consideration.
Audit Committee
Our Audit Committee comprises Mr. Tan See Yin, Datin Isharidah Binti Ishak and Ms. Lee Pih
Peng. The Chairman of our Audit Committee is Mr. Tan See Yin.
The Audit Committee is required to meet at least twice a year to perform functions such as:
(a)
assist our Board in the discharge of its responsibilities on financial reporting matters;
(b)
overseeing the adequacy of the controls established by executive management to identify

and manage areas of potential risk and to safeguard the assets of our Company;
(c)
evaluating the processes in place to ensure that accounting records are properly maintained
in accordance with statutory requirements and financial information provided to
Shareholders and the Directors is accurate and reliable;
(d)
review the significant financial reporting issues and judgements so as to ensure the integrity
of the financial statements of our Company and any announcements relating to our
Companys financial performance;
(e)
review with external and internal auditors and reporting to our Board at least annually the
adequacy and effectiveness of our internal control system, including financial, operational,
compliance and information technology controls (such review can be carried out internally or
with the assistance of any competent third parties);
(f)
review with internal auditors, the programme, scope and results of the internal audit and our
managements response to their findings to ensure that appropriate follow-up measures are
taken;
(g)
review the effectiveness of our internal audit function;
(h)
review the scope and results of the external audit, and the independence and objectivity of
the external auditors;
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(i)
review with external auditors the impact of any new or proposed changes in accounting
principles or regulatory requirements on our financial information;
(j)
making recommendations to the Directors on the proposals to the shareholders on the

appointment, re-appointment and removal of the external auditors, and approving the
remuneration and terms of engagement of the external auditors;
(k)
to review the interested person transactions (including the interested person transactions
disclosed in this Offer Document. Please refer to the section titled Interested Person
Transactions of this Offer Document) or the transactions that may lead to conflicts of
interests, to ensure that they are in compliance with the laws and the regulations of the
SGX-ST, and are reasonable and in the best interests of our Company;
(l)
monitor the investments in our customers, suppliers and competitors made by our Directors,
controlling shareholders and their respective associates who are involved in the
management of or have shareholding interests in similar or related business of our Company
and make assessments on whether there are any potential conflicts of interests;
(m) review filings with the SGX-ST or other regulatory bodies which contain our financial
information and ensure proper disclosure;
(n)
review the half-yearly and annual financial statements and results before submission to our
Board for approval, focusing in particular, on changes in accounting policies and practices,
major risk areas, significant adjustments resulting from the audit, the going concern
statement, compliance with financial reporting standards as well as compliance with Catalist
Rules and any other statutory/regulatory requirements;
(o)
review policy and arrangements by which our staff and any other persons may, in confidence,
raise concerns about possible improprieties in matters of financial reporting or other matters
and ensure that arrangements are in place for such concerns to be raised and independently
investigated, and for appropriate follow-up action to be taken;
(p)
reviewing our risk management structure (including all hedging policies (if any)) and any
oversight of our risk management processes and activities to mitigate and manage risk at
acceptable levels determined by our Directors;
(q)
report to our Board the work performed by the Audit Committee in carrying out its functions;
(r)
reviewing the co-operation given by our officers to the external auditors; and
(s)
to perform any other act as delegated by our Board and approved by our Audit Committee.
Apart from the duties listed above, our Audit Committee shall commission and review the findings
of internal investigations into matters where there is any suspected fraud or irregularity, or failure
of internal controls or suspected infringement of any Singapore law, rule or regulation which has
or is likely to have a material impact on our Groups operating results and/or financial position. In
the event that a member of our Audit Committee is interested in any matter being considered by
our Audit Committee, he will abstain from reviewing and deliberating on that particular transaction
or voting on that particular resolution.
167
Our Audit Committee shall also commission an annual internal control audit until such time as our
Audit Committee is satisfied that our Groups internal controls are robust and effective enough to
mitigate our Groups internal control weaknesses (if any). Prior to the decommissioning of such an
annual audit, our Board is required to report to the SGX-ST and the Sponsor on how the key
internal control weaknesses have been rectified, and the basis for the decision to decommission
the annual internal control audit. Thereafter, such audits may be initiated by our Audit Committee
as and when it deems fit to satisfy itself that our Groups internal controls remain robust and
effective. Upon completion of the internal control audit, appropriate disclosure will be made via
SGXNET of any material, price-sensitive internal control weaknesses and any follow-up actions to
be taken by our Board.
Currently, based on the internal controls established and maintained by our Group, work
performed by the internal and external auditors, and reviews performed by our management and
our Board, our Board, with the concurrence of our Audit Committee, is of the view that our internal
control procedures are adequate to address financial, operational and compliance risks.
168
DESCRIPTION OF OUR SHARES

The following statements are brief summaries of the more important rights and privileges of our
Shareholders. These statements are qualified in entirety by reference to our Articles of
Association and the laws of Labuan. Please also refer to the sections titled Appendix D
Comparison between Singapore Companies Law and Labuan Companies Law, Appendix E
Summary of Labuan Companies Law, Appendix F Selected Extracts of our Articles of
Association and Appendix G Comparison between our Articles of Association and Appendix 4C
of the Catalist Rules of this Offer Document for further details. A copy of our Memorandum and
Articles of Association will be available for inspection at our offices during normal business hours
for a period of six months from the date of the registration of this Offer Document with the SGX-ST.
Share Capital
As at the date of this Offer Document, our issued ordinary share capital is S$2,278,108 consisting
of 124,800,000 Shares.
Our Articles provide that we may issue shares of a different class with preferential, deferred,
qualified or special rights, privileges or conditions as our Directors may think fit and may issue
preference shares which are, or at our option are, redeemable, subject to certain limitations. Our
Shares do not have a par value.
As at the date of this Offer Document, all the Shares have been issued and fully paid. All of our
shares are in registered form.
Attendance at General Meetings
Under Article 10 of our Articles, CDP is or its nominee company shall, in relation to deposited
securities which are registered in its name, be deemed to be a bare trustee for the Depositors. The
persons named as the Depositors in the Depository Register maintained by the CDP are
recognised as our Shareholders.
A Shareholder is entitled to attend, speak and vote at any general meeting, in person or by proxy.
Proxies need not be Shareholders. A person who holds Shares through the SGX-ST book-entry
settlement system will only be entitled to vote at a general meeting as a Shareholder if his name
appears on the Depository Register maintained by the CDP 48 hours before the general meeting.
Our general meetings will be held in Singapore. To facilitate communications between
Shareholders and our Directors, Shareholders and the Board may meet together in person or by
video conference or webcast or any form of audio-visual instanteous communication by which all
persons participating in the meeting are able to hear and be heard by all other participants for the
despatch of the business.
Shareholders shall vote by poll where shareholders are accorded rights proportionate to their
shareholding and all votes are counted.
Transfer of Shares
There is no restriction on the transfer of fully paid shares except where required by law or the
listing rules or the rules or by-laws of the SGX-ST. Our Directors may, in their discretion, decline
to register any transfer of shares upon which our Company has a lien and in the case of shares
not fully paid up may refuse to register a transfer to a transferee of whom the Directors do not
approve. Shares may be transferred by a duly signed instrument of transfer in a form approved by
the director and the SGX-ST. Our Directors may also decline to register any instrument of transfer
169

unless, among other things, it has been duly stamped and is presented for registration together
with the share certificate and such other evidence of title as they may require. We will replace lost
or destroyed certificates for shares if we are properly notified and the applicant pays a fee which
will not exceed S$2.00 and furnishes any evidence and indemnity that our Directors may require.
Purchase of our own Shares
Under the Labuan Companies Act, a company may, if authorised by its articles of association,
purchase its own shares. Our Company has such power to purchase our own Shares under Article
49A of our Articles. Such power of our Company to purchase our own Shares shall, subject to
section 48A of the Labuan Companies Act and our Articles and the rules and regulations of the
SGX-ST and other regulatory authorities, be exercisable by our Directors upon such terms and
subject to such conditions as they think fit, in accordance with Article 49A of our Articles.
Under the Labuan Companies Act, such purchases may be effected out of the profits or capital of
our Company so long as the directors declare by way of a solvency declaration that:
(a)
the company is able to pay its debts in full at the time of such payment and will be able to
pay its debts as they fall due in the normal course of business during the period of 12 months
immediately following the date of payment; and
(b)
the value of our companys assets is not less than the value of its liabilities (including
contingent liabilities) and will not after the proposed purchase become less than the value of
its liabilities (including contingent liabilities).
Only fully paid Shares may be purchased by our Company.

Shares purchased by our Company shall be treated as cancelled on purchase unless, subject to
our Memorandum and Articles, the Directors resolve, prior to the purchase, to hold such Shares
in the name of our Company as treasury shares. Where the Directors resolve to cancel the Shares
so purchased, the issued share capital of the Company shall be diminished by the Shares so
cancelled. However, such purchase and cancellation of Shares shall not be taken as reducing the
amount of our Companys share capital.
Under the laws of Labuan Companies Act, where Shares are held as treasury shares, our
Company shall be entered in the register of members as holding those Shares. However,
notwithstanding the foregoing, our Company shall not exercise any right in respect of the treasury
shares, and any purported exercise of such a right shall be void. A treasury share shall be treated
as having no voting rights and shall not be counted in determining the total number of issued
Shares at any given time, whether for the purposes of the Articles or the Labuan Companies Act.
In addition, no dividend may be paid, and no other distribution of our Companys assets (including
any distribution of assets to members on a winding up) may be made to our Company, in respect
of the treasury shares.
Please refer to the sections titled Comparison between Singapore Companies Law and Labuan
Companies Law, Summary of Labuan Companies Law and Selected Extracts of our Articles of
Association as set out in Appendices D, E and F of this Offer Document for more details.
Our Company will make a prompt public announcement of any such share purchase and has given
an undertaking to the SGX-ST to comply with all requirements that the SGX-ST may impose of any
such share purchase.
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Takeovers
There are presently no Labuan laws or regulations of general application which will require
persons who acquire significant holdings in our Shares to make take-over offers for our Shares or
to notify us.
However, pursuant to the Securities and Futures Act, Sections 138, 139 and 140 of the Securities
and Futures Act, the Singapore Take-Over Code apply to take-over offers of companies which are
incorporated outside Singapore and all or any of the shares of which are listed for quotation on
a securities exchange (as defined in the Securities and Futures Act). Accordingly, the Singapore
Take-Over Code will apply to take-over offers for our Shares for so long as our Shares are listed
on a securities exchange, which includes the SGX-ST.
Article 161 of our Articles provides that for so long as our Shares are listed on the Designated
Stock Exchange (as defined in the Articles), the Singapore Take-Over Code, including any
amendments, modifications, revisions, variations or re-enactments thereof, shall apply, as far as
possible, to all take-over offers in respect of our Shares.
Substantial Shareholding
The Securities and Futures Act requires our substantial shareholders to give notice to us of certain
information as prescribed by the Authority, including particulars of their interest, within two
business days of becoming aware of being our Substantial Shareholders, being aware of any
change in the percentage level of their interest and being aware of ceasing to be a Substantial
Shareholder. Percentage level, in relation to a substantial shareholder, is the percentage figure
ascertained by expressing the total votes attached to all the voting shares in which the substantial
shareholder has an interest (or interests) immediately before or (as the case may be) immediately
after the relevant time as a percentage of the total votes attached to all of the voting shares, and
if it is not a whole number, rounding that figure down to the next whole number. Under the
Securities and Futures Act, a person has a substantial shareholding in us if he has an interest (or
interests) in one or more of our voting shares and the total votes attached to those shares are not
less than 5.0% of the aggregate of the total votes attached to all of our voting shares (excluding
treasury shares).
171
EXCHANGE CONTROLS
Singapore
There are no Singapore government laws, decrees, regulations or other legislation that may affect
the following:
(a)
the import or export of capital, including the availability of cash and cash equivalents for use
by our Group; and
(b)
the remittance of dividends, interest or other payments to non-resident holders of our

Companys securities.
Malaysia
The current Exchange Control Notices (Notices) of Malaysia issued by Bank Negara Malaysia
states that Labuan entities (including those incorporated under the Labuan Companies Act), other
than the following Labuan entities, are deemed to be non-residents for purposes of Sections 214
and 215 of the Financial Services Act 2013, Sections 225 and 226 of the Islamic Financial
Services Act 2013 and the Notices:
(a)
Labuan entities which carry on Labuan banking business; and
(b)
Labuan entities which carry on Labuan insurance or takaful business.
In accordance with the Notices, non-residents are free to invest in any form of ringgit assets either
as direct or portfolio investments. There are also no restrictions on the repatriation of divestment
proceeds, profits, dividends, or any income arising from investments in Malaysia. All repatriation
must, however, be made in foreign currency.
172
TAXATION
The following is a discussion of certain tax matters arising under the current tax laws in Singapore,
Labuan and Malaysia (excluding Labuan) and is not intended to be and does not constitute legal
or tax advice.
While this discussion is considered to be a correct interpretation of existing laws in force as at the
date of this Offer Document, no assurance can be given that the courts or fiscal authorities
responsible for the administration of such laws will agree with this interpretation or that changes
in such laws, which may be retrospective, will not occur. The discussion is limited to a general
description of certain tax consequences in Singapore, Labuan and Malaysia (excluding Labuan)
with respect to ownership of the Shares by Singapore investors, and does not purport to be a
comprehensive or exhaustive description of all of the tax considerations that may be relevant to
a Shareholders decision with regards to the ownership of the Shares.
Prospective investors should consult their tax advisers regarding Singapore, Labuan and
Malaysia (excluding Labuan) tax and other tax consequences of owning and disposing the
Shares. It is emphasised that neither our Company, our Directors nor any other persons involved
in this Placement accepts responsibility for any tax effects or liabilities resulting from the
subscription, holding or disposal of our Shares.
LABUAN TAXATION
The Labuan tax regime is regulated under the Labuan Business Activity Tax Act 1990 (LBATA).
The LBATA provides for special tax incentives for Labuan companies carrying on Labuan business
activity in or from Labuan.
Labuan Corporate Tax
A Labuan company carrying on a Labuan trading activity such as banking, insurance or fund
management in, from or through Labuan has the following options in assessing its tax liability:
(i)
3% on net audited profits; or
(ii)
a lump sum of RM20,000 per year of assessment.
The above election may be made annually.

Notwithstanding this however, a Labuan company can elect to pay Malaysian income tax under
domestic tax regime. Such election is non-revocable. In addition, a Labuan company which is
approved to co-locate its operational and management office in Kuala Lumpur must make a
non-revocable election to pay Malaysian income tax.
A Labuan company involved in Labuan non-trading activity is exempt from income tax.
In the case where a Labuan company carries on both trading and non-trading activity, it will be
deemed to be carrying on a Labuan trading activity and taxed accordingly.
173
TAXATION
Labuan Individual Tax
Individual Malaysian residents in Labuan will remain subject to the normal tax rates under the
(Malaysian) Income Tax Act 1967. However, there are attractive incentives for individuals being:
(a)
an individual Malaysian citizen is exempted from the payment of income tax on 50% of the
gross housing allowance and gross Labuan Territory allowance received by that individual
from exercising an employment in Labuan with a Labuan entity from the year of assessment
2011 until the year of assessment 2020;
(b)
any person is exempted from the payment of income tax on 65% of the statutory income
derived from a source consisting of the provision of qualifying professional services rendered
in Labuan by that person to a Labuan entity from the year of assessment 2011 until the year
of assessment 2020. Qualifying services is defined to mean legal, accounting, financial or
secretarial services;
(c)
any individual who is a non-Malaysian citizen is exempted from the payment of income tax
in respect of fees received by that individual in his capacity as a director of a Labuan entity
from the year of assessment 2011 until the year of assessment 2020.
For the above incentives, a Labuan entity means the entity specified in the Schedule to the
Labuan Business Activity Tax Act 1990.
Indirect Tax
Labuan is a free port, therefore sales tax, import duties, surtax, excise duties and export duties
do not apply.
Stamp Duty
Instruments made in connection with a Labuan business activity by a Labuan entity will not be
subject to stamp duty.
Withholding Tax
Royalties, interest and technical or management fees paid by a Labuan company to a
non-resident or another Labuan company is not subject to withholding tax, except for interest
which accrues to a place of business of a non-resident licensed to carry on a business under the
Financial Services Act 2013 and the Islamic Financial Services Act 2013.
Dividends
Dividends received by or received from a Labuan company will not be subject to Malaysian income
tax.
174
TAXATION
MALAYSIAN (EXCLUDING LABUAN) TAXATION
The following discussion describes the material Malaysian tax on dividend and tax on gains from
sale:
Dividend Distributions
Under Malaysian law, income tax is payable on income accruing or derived from Malaysia or
received in Malaysia. Dividends paid or credited by a company which is tax resident in Malaysia
(Malaysian resident company) would be deemed to be derived from Malaysia and are thus
taxable in Malaysia.
A company is tax resident in Malaysia if the control and management of its business are exercised
in Malaysia.
A Malaysian resident company is entitled to deduct tax at the applicable corporate tax rate from
such dividends paid or credited to its shareholders in the basis period for the relevant year of
assessment.
Subject to certain exceptions, the tax rate for year of assessment 2015 is 25% (the tax rate will
reduce to 24% with effect from the year of assessment 2016). Credit for the tax so deducted is
given against the tax payable by the shareholder.
Dividends paid by a Malaysia resident company from its tax-exempt income are tax-exempt in the
hands of its shareholders.
The income of any person, other than a Malaysian resident company carrying on the business of
banking, insurance or sea or air transport, for the basis year for a year of assessment derived from
sources outside Malaysia and received in Malaysia, is tax-exempt under the Malaysia Income Tax
Act.
Gains on Disposal of Shares in a Malaysian company
There is no capital gains tax in Malaysia except for real property gains tax (RPGT) which is
charged upon gains arising from the disposal of real property in Malaysia or shares in a real
property company incorporated in Malaysia. As such, any gains from the subsequent sale of the
shares in a Malaysian company not being a real property company would not be subject to RPGT
in Malaysia. However, any gains from the subsequent sales of shares in a Malaysian company by
a person who deals in shares may be regarded as income and is subject to income tax under the
Malaysia Income Tax Act.
Single Tier System
Prior to 1 January 2011, Malaysia adopted the imputation system which required the imposition of
tax on the profit at corporate level and again at shareholders level. The principle behind the
imputation system is to overcome the double taxation of income. Under the imputation system,
companies resident in Malaysia are required to deduct tax at source at the prevailing corporate tax
rate on dividends paid to their shareholders. The same income would be taxed twice if the credit
is not imputed to the shareholders.
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TAXATION
The single-tier tax system was introduced in Budget 2011 to replace the imputation system with
effect from year of assessment 2011. Under this system, corporate income is taxed at corporate
level and this is a final tax. Dividends distributed to the shareholders are tax-exempted in their
hands.
Transitional provisions for resident companies are in place to take into account the following:
(a)
Company with no section 108 credit balances as at 31 December 2007

On 1 January 2011, companies with no section 108 credit balances will automatically move
to the single-tier tax system.
(b)
Companies with section 108 credit balances as at 31 December 2007

(i)
Companies with section 108 credit balances as at 31 December 2007 will be given a
six-year transitional period from 1 January 2008 to 31 December 2013 to fully utilise
credit balances.
(ii)
These companies will automatically move to the single-tier tax system on 1 January
2014 although they may still have unutilised credit balances.
(iii) These companies will be given an option to make an irrevocable election to move to the
single-tier tax system.
(iv) These companies which have fully utilised the credit balances at any time during the
transitional period will automatically move to the single-tier tax system.
(v)
These companies will only be allowed to adjust its section 108 credit balances
downwards for any tax discharged, remitted or refunded in respect of taxes which have
earlier been accounted for.
(vi) The tax on dividends paid to shareholders by small and medium companies is to be
deducted from the section 108 credit balance based on the highest current tax rate.
As our Group has elected to move to the single-tier tax system, the imputation system is no longer
applicable to us.
SINGAPORE TAXATION
The following is a discussion of certain material matters relating to Singapore income tax, capital
gains tax, stamp duty, estate duty and goods and services tax consequences in relation to the
purchase, ownership and disposal of our Shares based on the current tax laws in Singapore.
Singapore Income Tax
Individual Income Tax
An individual is regarded as a tax resident in Singapore in a year of assessment if, in the
preceding calendar year, he was physically present in Singapore or exercised an employment in
Singapore for 183 days or more, or if he ordinarily resides in Singapore.
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TAXATION
Individual taxpayers who are Singapore tax residents are subject to Singapore income tax on
income accrued in or derived from Singapore. All foreign-sourced income received (except for
certain income received through a partnership in Singapore) in Singapore by Singapore tax
resident individuals is exempt from Singapore income tax if the Inland Revenue Authority of
Singapore (IRAS) is satisfied that the tax exemption would be beneficial to the individual.
Singapore tax-resident individuals are subject to tax based on progressive rates, currently ranging
from 0% to 20% (22% with effect from year of assessment 2017).
Non-Singapore resident individuals, subject to certain exceptions, are subject to Singapore
income tax on income accrued in or derived from Singapore. They are generally subject to tax at
20% except for Singapore employment income which is subjected to tax at a flat rate of 15% or
at the resident rate, whichever is higher.
Corporate Income Tax
A company is tax resident in Singapore if the control and management of its business is exercised
in Singapore. Normally, the control and management of a company is vested in its board of
directors and hence a company is usually regarded as a tax resident of Singapore if its board of
directors holds the majority of its board meetings in Singapore.
Corporate taxpayers are subject to Singapore income tax on income accrued in or derived from
Singapore and foreign-source income received or deemed to be received in Singapore from
outside Singapore (unless otherwise exempted). Foreign-source income in the form of dividends,
branch profits and services income received or deemed to be received in Singapore by Singapore
tax resident companies are exempt from tax if certain prescribed conditions are met.
The first S$300,000 of normal chargeable income is exempt from tax as follows:
(a)
75% of up to the first S$10,000; and
(b)
50% of up to the next S$290,000.
The remaining chargeable income (after deducting the applicable tax exemption of the first
S$300,000 of chargeable income) will be taxed at the prevailing corporate tax rate, currently at
17%.
For the years of assessment (YA) 2016 and 2017, companies will be granted a 30% corporate
tax rebate capped at S$20,000 for each YA.
Dividend Distributions
One Tier Corporate Taxation System
Singapore currently adopts the one-tier corporate taxation system (one-tier system). Under the
one-tier system, the tax collected from corporate profits is a final tax and the after-tax profits of
the company resident in Singapore can be distributed to its shareholders as tax exempt (one-tier)
dividends. One-tier dividends are tax exempt in the hands of all shareholders, regardless of the
tax residence status or the legal form of the shareholders.
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TAXATION
Withholding Taxes
Singapore does not currently impose withholding tax on dividends paid to resident or non-resident
shareholders.
Foreign shareholders are advised to consult their own tax advisers to take into account the tax
laws of their respective home countries/countries of residence and the applicability of any double
taxation agreement which their country of residence may have with Singapore.
Capital Gains Tax
There is currently no tax on capital gains in Singapore.
Gains derived from the disposal of our Shares that are acquired for long-term investment
purposes are generally considered to be capital in nature and not subject to Singapore tax.
On the other hand, where the taxpayer is deemed by the IRAS to be carrying on a trade or
business in Singapore of dealing in shares, the gains from the disposal of shares are likely to be
regarded as revenue in nature and subject to Singapore income tax. Shareholders should consult
their own professional advisers on the Singapore tax consequences that may apply to their
individual circumstances.
Subject to certain conditions being met, with effect from 1 June 2012 and for a period of five (5)
years, gains derived from the disposal of ordinary shares by companies are automatically treated
as non-taxable capital gains, if the divesting company holds a minimum shareholding of 20% of
the ordinary shares in the company whose shares are being disposed for a continuous period of
at least 24 months immediately prior to the date of the share disposal.
In addition, shareholders who adopt the tax treatment to be aligned with the International Financial
Reporting Standard 39 Financial Instruments Recognition and Measurement (IFRS 39) may be
taxed on fair value gains or losses (not being gains or losses in the nature of capital) even though
no sale or disposal of our Shares is made. Shareholders who may be subject to such tax treatment
should consult their own accounting and tax advisers regarding the Singapore income tax
consequences of their acquisition, holding and disposal of our Shares.
Foreign sellers are advised to consult their own tax advisers to take into account the applicable
tax laws of their respective home countries or countries of residence as well as the provisions of
any applicable double taxation agreement.
Stamp Duty
No stamp duty is payable on the subscription and issuance of our Shares.
Where existing Shares evidenced in certificated form are acquired in Singapore, stamp duty is
payable on the instrument of transfer of the Shares at the rate of S$0.20 for every S$100 or any
part thereof of the consideration for, or market value of the Shares, whichever is higher. The
purchaser is liable for stamp duty, unless otherwise agreed.
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TAXATION
No stamp duty is payable if no instrument of transfer is executed (such as in the case of scripless
shares, the transfer of which does not require instruments of transfer to be executed) or if the
instrument of transfer is executed outside Singapore. However, stamp duty may be payable if the
instrument of transfer which is executed outside Singapore is subsequently received in Singapore.
Stamp duty is not applicable to electronic transfers of our Shares through the CDP system.
Estate Duty
Singapore estate duty has been abolished since 15 February 2008.
Goods and Services Tax
The sale of our Shares by a GST-registered investor belonging in Singapore through a SGX-ST
member or to another person belonging in Singapore is an exempt supply not subject to GST.
Any GST (for example, GST on brokerage) incurred by the GST-registered investor in connection
with the making of this exempt supply will generally become an additional cost to the investor
unless the investor satisfies certain conditions prescribed under the GST legislation or certain
GST concessions.
Where our Shares are sold by a GST-registered investor to a person belonging outside Singapore
(and who is outside Singapore at the time of supply), the sale is a zero-rated supply (i.e. subject
to GST at 0%). Consequently, any GST (for example, GST on brokerage) incurred by him in the
making of this zero-rated supply for the purpose of his business will, subject to the provisions of
the GST legislation, be recoverable as an input tax credit in his GST returns.
Investors should seek their own tax advice on the recoverability of GST incurred on expenses in
connection with the purchase and sale of our Shares.
Services such as brokerage and handling services rendered by a GST-registered person to an
investor belonging in Singapore in connection with the investors purchase or sale of our Shares
will be subject to GST at the prevailing rate (currently of 7.0%). Similar services rendered
contractually to an investor belonging outside Singapore should qualify for zero-rating (i.e. subject
to GST at 0%) provided that the investor is not physically present in Singapore at the time the
services are performed and the services do not directly benefit a person who belongs in
Singapore.
Shareholders, whether or not domiciled in Singapore, should consult their own tax advisers
regarding the Singapore tax consequences of their acquisition, ownership and/or disposal of our
Shares.
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CLEARANCE AND SETTLEMENT

Upon listing and quotation on Catalist, our Shares will be traded under the book-entry settlement
system of the CDP, and all dealings in and transactions of the Shares through Catalist will be
effected in accordance with the terms and conditions for the operation of securities accounts with
the CDP, as amended from time to time.
Our Shares will be registered in the name of CDP or its nominee and held by CDP for and on
behalf of persons who maintain, either directly or through Depository Agents, securities accounts
with CDP. Persons named as direct securities account holders and Depository Agents in the
Depository Register maintained by the CDP, rather than CDP itself, will be treated, under our
Articles, as members of our Company in respect of the number of Shares credited to their
respective securities accounts.
Persons holding our Shares in securities account with CDP may withdraw the number of Shares
they own from the book-entry settlement system in the form of physical share certificates. Such
share certificates will, however, not be valid for delivery pursuant to trades transacted on Catalist,
although they will be prima facie evidence of title and may be transferred in accordance with our
Articles. A fee of S$10.00 for each withdrawal of 1,000 Shares or less and a fee of S$25.00 for
each withdrawal of more than 1,000 Shares is payable upon withdrawing the Shares from the
book-entry settlement system and obtaining physical share certificates. In addition, a fee of
S$2.00 or such other amount as our Directors may decide, is payable to the share registrar for
each share certificate issued and a stamp duty of S$10.00 is also payable where our Shares are
withdrawn in the name of the person withdrawing our Shares or S$0.20 per S$100.00 or part
thereof of the last-transacted price where it is withdrawn in the name of a third party. Persons
holding physical share certificates who wish to trade on Catalist must deposit with CDP their share
certificates together with the duly executed and stamped instruments of transfer in favour of CDP,
and have their respective securities accounts credited with the number of Shares deposited before
they can effect the desired trades. A fee of S$10.00 is payable upon the deposit of each instrument
of transfer with CDP. The above fees may be subject to such charges as may be in accordance
with CDPs prevailing policies or the current tax policies that may be in force in Singapore from
time to time. Transfers and settlements pursuant to on-exchange trades will be charged a fee of
S$30.00 and transfers and settlements pursuant to off-exchange trades will be charged a fee of
0.015% of the value of the transaction, subject to a minimum of S$75.00.
Transactions in our Shares under the book-entry settlement system will be reflected by the sellers
securities account being debited with the number of Shares sold and the buyers securities
account being credited with the number of Shares acquired. No transfer of stamp duty is currently
payable for the Shares that are settled on a book-entry basis.
A Singapore clearing fee for trades in our Shares on Catalist is payable at the rate of 0.0325% of
the transaction value. The clearing fee, instrument of transfer deposit fee and share withdrawal
fee may be subject to Singapore GST at 7.0% (or such other rate prevailing from time to time).
Dealings of our Shares will be carried out in S$ and will be effected for settlement on CDP on a
scripless basis. Settlement of trades on a normal ready basis on Catalist generally takes place
on the third Market Day following the transaction date, and payment for the securities is generally
settled on the following business day. CDP holds securities on behalf of investors in securities
accounts. An investor may open a direct account with CDP or a sub-account with a CDP
Depository Agent. The CDP Depository Agent may be a member company of the SGX-ST, bank,
merchant bank or trust company.
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GENERAL AND STATUTORY INFORMATION

INFORMATION ON DIRECTORS AND EXECUTIVE OFFICERS
1.
Save as disclosed below, none of our Directors, Executive Officers and Controlling
Shareholders:
(a)
has, at any time during the last 10 years, had an application or a petition under any
bankruptcy laws of any jurisdiction filed against him or against a partnership of which
he was a partner at the time he was a partner or at any within two years from the date
he ceased to be a partner;
(b)
has, at any time during the last 10 years, had an application or a petition under any law
of any jurisdiction filed against an entity (not being a partnership) of which he was a
director or an equivalent person or key executive at the time when he was a director or
an equivalent person or a key executive of that entity or at any time within two years
from the date he ceased to be a director or an equivalent person or a key executive of
that entity, for the winding up or dissolution of that entity or, where that entity is the
trustee of a business trust, that business trust, on the ground of insolvency;
(c)
has any unsatisfied judgement against him;
(d)
has ever been convicted of any offence, in Singapore or elsewhere, involving fraud or
dishonesty which is punishable with imprisonment, or has been the subject of any
criminal proceedings (including any pending criminal proceedings of which he is aware)
for such purpose;
(e)
has ever been convicted of any offence, in Singapore or elsewhere, involving a breach
of any law or regulatory requirement that relates to the securities or futures industry in
Singapore or elsewhere, or has been the subject of any criminal proceedings (including
any pending criminal proceedings of which he is aware) for such breach;
(f)
has, at any time during the last 10 years, had judgement entered against him in any civil
proceedings in Singapore or elsewhere involving a breach of any law or regulatory
requirement that relates to the securities or futures industry in Singapore or elsewhere,
or a finding of fraud, misrepresentation or dishonesty on his part, nor has he been the
subject of any civil proceedings (including any pending civil proceedings of which he is
aware) involving an allegation of fraud, misrepresentation or dishonesty on his part;
(g)
has ever been convicted in Singapore or elsewhere of any offence in connection with
the formation or management of any entity or business trust;
(h)
has ever been disqualified from acting as a director or equivalent person of any entity
(including the trustee of a business trust), or from taking part directly or indirectly in the
management of any entity or business trust;
(i)
has ever been the subject of any order, judgement or ruling of any court, tribunal or
governmental body, permanently or temporarily enjoining him from engaging in any type
of business practice or activity;
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(j)
has ever, to his knowledge, been concerned with the management or conduct, in
Singapore or elsewhere, of the affairs of:
(i)
any corporation which has been investigated for a breach of any law or regulatory
requirement governing corporations in Singapore or elsewhere;
(ii)
any entity (not being a corporation) which has been investigated for a breach of
any law or regulatory requirement governing such entities in Singapore or
elsewhere;
(iii) any business trust which has been investigated for a breach of any law or
regulatory requirement governing business trusts in Singapore or elsewhere; or
(iv) any entity or business trust which has been investigated for a breach of any law
or regulatory requirement that relates to the securities or futures industry in
Singapore or elsewhere,
in connection with any matter occurring or arising during the period when he was so
concerned with the corporation or partnership entity or business trust; and
(k)
has ever been the subject of any current or past investigation or disciplinary
proceedings, or has been reprimanded or issued any warning, by the Authority or any
other regulatory authority, exchange, professional body or government agency, whether
in Singapore or elsewhere.
Our Executive Director, Mr. Ranjit Singh, was previously a partner at KPMG and a director
of KPMG Business Advisory Sdn. Bhd. (KPBA). In August 2006, Mr. Singh commenced
legal proceedings against KPMG and KPBA for the unlawful and illegal termination of his
partnership and employment in January 2006 arising from allegations made by a KPMG
employee relating to personal misconduct. A police report was also made against Mr. Singh
in relation to these allegations.
Mr. Singh received a letter from the Royal Malaysia Police confirming that subsequent to the
investigations made by the police, the Kuala Lumpur Regional Public Prosecutor concluded
on 8 September 2006 that the matter required no further action following their examination
of the evidence and explanation of the case. The civil suit commenced by Mr. Singh against
KPMG and KPBA was subsequently settled out of court in favour of Mr. Singh in 2011.
2.
There is no shareholding qualification for Directors under the Articles of Association.
3.
Save as disclosed in the sections titled Restructuring Exercise and Interested Person
Transactions of this Offer Document, none of our Directors is interested, directly or
indirectly, in the promotion of, or in any property or assets which have, within the two years
preceding the date of this Offer Document, been acquired or disposed of by or leased to, our
Company or our subsidiaries.
4.
No sum or benefit has been paid or is agreed to be paid to any Director or expert, or to any
firm in which such Director or expert is a partner or any corporation in which such Director
or expert holds shares or debentures, in cash or shares or otherwise, by any person to
induce him to become, or to qualify him as, a Director, or otherwise for services rendered by
him or by such firm or corporation in connection with the promotion or formation of our
Company.
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5.
Save as disclosed above and in the sections titled Interested Person Transactions
Potential Conflicts of Interest and Restructuring Exercise of this Offer Document:
(a)
None of our Directors, Executive Officers, Substantial Shareholders or any of their

Associates has had any interest, direct or indirect, in any transactions to which our
Company was or is to be a party;
(b)

Associates has any interest, direct or indirect, in any company carrying on the same
business or a similar trade which competes materially and directly with the existing
business of our Group;
(c)

Associates has any interest, direct or indirect, in any company that is our client or
supplier of goods and services; and
(d)
None of our Directors has any interest in any existing contract or arrangement which is
significant in relation to the business of our Company and our subsidiaries, taken as a
whole.
SHARE CAPITAL
6.
As at the Latest Practicable Date, there is only one class of shares in the capital of our
Company. There are no founder, management or deferred shares. The rights and privileges
attached to our Shares are stated in our Articles of Association.
7.
Save as disclosed in the sections titled Share Capital and Restructuring Exercise of this
Offer Document, there are no changes in the issued and paid-up share capital of our
Company, and our subsidiaries within the last three years preceding the date of this Offer
Document.
8.
Save as disclosed in the sections titled Share Capital and Restructuring Exercise of this
Offer Document, no shares in, or debentures of, our Company or any of our subsidiaries have
been issued, or are proposed to be issued, as fully or partially paid for cash or for a
consideration other than cash, during the last three years before the Latest Practicable Date.
9.
Apart from the Performance Share Plan and the Share Option Scheme, our Company does
not have any arrangement that involves the issue or grant of options or Shares to the
directors or employees of our Group.
MATERIAL CONTRACTS
10. Save for the Sale and Purchase Agreements and the Restructuring Agreement, our Group
and its subsidiaries have not entered into any material contracts, not being contracts entered
into in the ordinary course of business, within the two years preceding the date of lodgement
of this Offer Document.
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LITIGATION
11.
To the best of our knowledge and belief, having made all reasonable enquiries, neither our
Company nor any our subsidiaries is engaged in any legal or arbitration proceedings as
plaintiff or defendant, including those which are pending or known to be contemplated, which
may have or which have had in the 12 months immediately preceding the date of lodgement
of this Offer Document, a material effect on our Groups financial position or profitability of
our Company or our subsidiaries.
MANAGEMENT AND PLACEMENT ARRANGEMENTS

12. Pursuant to the Management Agreement dated 18 November 2015 entered into between our
Company, the Vendors and PPCF as the Sponsor and Issue Manager, our Company and the
Vendor appointed PPCF to sponsor and manage the Placement. PPCF will receive a
management fee for such services rendered.
13. Pursuant to the Placement Agreement dated 18 November 2015 entered into between our
Company, the Vendors and PPCF as the Placement Agent, the Placement Agent has agreed
to procure subscribers and/or purchasers for the Placement Shares, on the terms and
subject to the conditions of this Offer Document and in accordance with the Placement
Agreement. PPCF will receive a placement commission from our Company and the Vendors,
of 3.5% of the Placement Price multiplied by the total number of Placement Shares
successfully subscribed and purchased. Subject to any applicable laws and regulations, our
Company and the Vendors agree that the Placement Agent shall be at liberty at its own
expense to sub-place its placement obligations under the Placement Agreement and/or
appoint such sub-placement agents upon such terms and conditions as the Placement Agent
may deem fit.
14. Subject to the consent of the SGX-ST being obtained, the Management Agreement may be
terminated by PPCF at any time before the close of the Application List (or such other time
and date our Company, the Vendors and the Sponsor, Issue Manager and Placement Agent
may agree) on the occurrence of certain events including:
(a)
PPCF becomes aware of any material breach by our Company, the Vendors and/or its
agent(s) of any of the warranties, representations, covenants or undertakings given by
our Company or the Vendors to PPCF in the Management Agreement;
(b)
there shall have been, since the date of the Management Agreement, any change or
prospective change in or any introduction or prospective introduction of any legislation,
regulation, policy, directive, guideline, rule or byelaw by any relevant government or
regulatory body, whether or not having the force of law, or any other occurrence of
similar nature that would materially change the scope of work, responsibility or liability
required of PPCF; or
(c)
there is a conflict of interest for PPCF, or any dispute, conflict or disagreement with our
Company and/or the Vendors or our Company and/or the Vendors wilfully fails to comply
with any advice from or recommendation of PPCF.
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15. The Placement Agreement and the obligations of the Placement Agent under the Placement
Agreement are conditional upon, among others:
(a)
this Offer Document having been registered by the SGX-ST, acting as agent on behalf
of the Authority by the date of registration in accordance with the Catalist Rules;
(b)
the notice of registration (Registration Notice) being issued or granted by the

SGX-ST, acting as agent on behalf of the Authority and such Registration Notice not
being revoked or withdrawn on or prior to the date for settlement of purchase and/or
subscriptions of the Placement Shares as our Company, the Vendors and the Sponsor,
Issue Manager and Placement Agent may agree (Closing Date);
(c)
the compliance by our Company and the Vendors to the satisfaction of the SGX-ST with
all the conditions imposed by the SGX-ST in granting the Registration Notice (if any),
where such conditions are required to be complied with by the Closing Date;
(d)
the SGX-ST not having withdrawn or changed the terms and conditions of its listing and
quotation notice for the admission of our Company to Catalist and our Company having
complied with any conditions contained therein required to be complied with prior to the
admission of our Company to Catalist;
(e)
such approvals as may be required for the transactions described in the Placement
Agreement and in this Offer Document in relation to the admission of our Company to
Catalist and the Placement being obtained, and not withdrawn or amended, on or before
the date on which our Company is admitted to Catalist (or such other date as our
Company and the Placement Agent may agree in writing);
(f)
there having been, in the reasonable opinion of the Placement Agent, no material
adverse change or any development likely to result in a material adverse change in the
financial or other condition of our Group between the date of the Placement Agreement
and the Closing Date nor the occurrence of any event nor the discovery of any fact
rendering untrue or incorrect in any respect, as at the Closing Date, any of the
warranties or representations contained in Clause 6 of the Placement Agreement nor
any breach by our Company and the Vendors of any of their obligations thereunder;
(g)
the compliance by our Company and the Vendors with all applicable laws and
regulations concerning the admission of our Company on Catalist, the listing of the
Shares on Catalist and the transactions contemplated in the Placement Agreement and
this Offer Document and no new laws, regulations and directives having been
promulgated, published and/or issued and/or having taken effect or any other similar
matter having occurred which, in the reasonable opinion of the Placement Agent, has
or may have an adverse effect on the Placement and the listing of the Shares on
Catalist;
(h)
the delivery by our Company and the Vendors to the Placement Agent on the Closing
Date of a certificate, in the form set out in Schedule 2 to the Placement Agreement,
signed by a Director for and on behalf of our Company, and the Vendors, respectively;
(i)
the delivery to the Placement Agent of a copy of the legal due diligence reports
prepared by Wong & Partners in relation to the admission of our Company on Catalist
and the Placement Agent being satisfied with the results, findings, advice, opinions
and/or conclusions set out in such reports;
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(j)
the letters of undertaking referred to in this Offer Document under the section titled
Shareholders Moratorium being executed and delivered to the Sponsor, Issue
Manager and the Placement Agent before the date of registration of this Offer
Document; and
(k)
the Management Agreement not being terminated or rescinded pursuant to the

provisions of the Management Agreement.
MISCELLANEOUS
16. There has not been any public takeover offer by a third party in respect of our Shares or by
our Company in respect of shares of another corporation or units of a business trust which
has occurred between FY2014 and the Latest Practicable Date.
17. No expert is employed on a contingent basis by our Company or our subsidiaries, or has a
material interest, whether direct or indirect, in the shares of our Company or our subsidiaries,
or has a material economic interest, whether direct or indirect, in our Company, including an
interest in the success of the Placement.
18. No amount of cash or securities or benefit has been paid or given to any promoter within the
two years preceding the Latest Practicable Date or is proposed or intended to be paid or
given to any promoter at any time.
19. Save as disclosed in the section titled General and Statutory Information Management and
Placement Arrangements of this Offer Document, no commission, discount or brokerage has
been paid or other special terms granted within the two years preceding the Latest
Practicable Date or is payable to any Director, promoter, expert, proposed director or any
other person for purchasing and/or subscribing or agreeing to purchase and/or subscribe, or
procuring or agreeing to procure purchasers and/or subscriptions for any shares in, or
debentures of, our Company or our subsidiaries.
20.. Application monies received by our Company in respect of successful applications (including
successful applications which are subsequently rejected) will be placed in a separate
non-interest bearing account with the Receiving Banker. In the ordinary course of business,
the Receiving Banker will deploy these monies in the inter-bank money market. All profits
derived from the deployment of such monies will accrue to the Receiving Bank. Any refund
of all or part of the application monies to unsuccessful or partially successful applicants will
be made without any interest or any share of revenue or any other benefit arising therefrom.
21. Save as disclosed in this Offer Document, our Directors are not aware of any relevant
material information including trading factors or risks which are unlikely to be known or
anticipated by the general public and which could materially affect the profits of our Company
and our subsidiaries.
22. Save as disclosed in this Offer Document, the financial condition and operations of our Group
are not likely to be affected by any of the following:
(a)
known trends or demands, commitments, events or uncertainties that will result in or are
reasonably likely to result in our Groups liquidity increasing or decreasing in any
material way;
(b)
material commitments for capital expenditure;

186

(c)
unusual or infrequent events or transactions or any significant economic changes that

will materially affect the amount of reported income from operations; and
(d)
known trends or uncertainties that have had or that we reasonably expect will have a
material favourable or unfavourable impact on revenues or operating income.
23. Save as disclosed in this Offer Document, our Directors are not aware of any event which has
occurred since the end of HY2015 to the Latest Practicable Date which may have a material
effect on the financial position and results of our Group or the financial information provided
in this Offer Document.
24. Details, including the name, address and professional qualifications including membership in
a professional body of the auditors of our Company for the Period Under Review are as
follows:
Name, professional
qualification and address
Nexia TS Public Accounting
Corporation (1)
100 Beach Road
#30-00 Shaw Tower
Singapore 189702
Professional body
Institute of Singapore
Chartered Accountants
Director-in-charge/
Professional qualification
Mr. Loh Ji Kin
Note:
(1)
Or such member firms of Nexia TS Public Accounting Corporation in order to comply with applicable
legislation.
We currently have no intention of changing our auditors after the listing of our Company on
Catalist.
CONSENTS
25. The Independent Auditors and Reporting Accountants, Nexia TS Public Accounting
Corporation, has given and has not withdrawn their written consent to the issue of this Offer
Document with the inclusion herein of the Independent and Reporting Auditors Report on
the Audited Combined Financial Statements of Axcelasia Inc. and its Subsidiary for the
Financial Years Ended 31 December 2012, 2013 and 2014, the Independent and Reporting
Auditors Review Report on the Unaudited Combined Financial Statements of Axcelasia Inc.
and its Subsidiaries for the Six-Month Period Ended 30 June 2015 and Independent
Auditors Assurance Report on the Compilation of Unaudited Pro Forma Financial
Information of Axcelasia Inc. and its Subsidiaries for the Financial Year Ended 31 December
2014 and the Financial Period Ended 30 June 2015 as set out in Appendices A, B and C
respectively of this Offer Document and all references thereto in the form and context in
which they are respectively included and references to its name in the form and context in
which it appears in this Offer Document and to act in such capacity in relation to this Offer
Document.
26. The Sponsor, Issue Manager and Placement Agent has given and has not withdrawn its
written consent to the issue of this Offer Document with the inclusion herein of its name and
references thereto in the form and context in which it appears in this Offer Document and to
act in such capacity in relation to this Offer Document.
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27. Each of the Solicitors to the Placement and Legal Adviser to our Company on Singapore Law
and the Legal Adviser to our Company on Labuan and Malaysian Law has given and has not
withdrawn its written consent to the issue of this Offer Document with the inclusion herein of
its name and all references thereto in the form and context in which they appear in this Offer
Document and to act in such capacity in relation to this Offer Document.
28. Each of the Solicitors to the Placement and Legal Adviser to our Company on Singapore Law
and the Legal Adviser to our Company on Labuan and Malaysian Law, Singapore Share
Registrar and Share Transfer Office, the Principal Banker and the Receiving Banker do not
make or purport to make any statement in this Offer Document or any statement upon which
a statement in this Offer Document is based and each of them makes no representation
regarding any statement in this Offer Document and to the maximum extent permitted by law,
expressly disclaims and takes no responsibility for any liability to any person which is based
on, or arises out of, any statement, information or opinions in, or omission from, this Offer
Document.
RESPONSIBILITY STATEMENT BY OUR DIRECTORS AND THE VENDORS
29. This Offer Document has been seen and approved by our Directors and the Vendors and they
collectively and individually accept full responsibility for the accuracy of the information given
in this Offer Document and confirm, after making all reasonable enquiries, that to the best of
their knowledge and belief, this Offer Document constitutes full and true disclosure of all
material facts about the Placement, our Company and our subsidiaries and our Directors and
the Vendors are not aware of any facts the omission of which would make any statement in
this Offer Document misleading. Where information in this Offer Document has been
extracted from published or otherwise publicly available sources or obtained from a named
source, the sole responsibility of our Directors and the Vendors has been to ensure that such
information has been accurately and correctly extracted from those sources and/or
reproduced in this Offer Document in its proper form and context.
DOCUMENTS FOR INSPECTION
30. The following documents or copies thereof may be inspected at the office of our Singapore
Share Registrar and Share Transfer Office during normal business hours for a period of six
months from the date of registration of this Offer Document with the SGX-ST (acting as agent
on behalf of the Authority):
(a)
the Memorandum and Articles of Association of our Company;
(b)
Independent and Reporting Auditors Report on the Audited Combined Financial

Statements of Axcelasia Inc. and its Subsidiary for the Financial Years Ended 31
December 2012, 2013 and 2014;
(c)
Independent and Reporting Auditors Review Report on the Unaudited Combined

Financial Statements of Axcelasia Inc. and its Subsidiaries for the Six-Month Period
Ended 30 June 2015;
(d)
Independent Auditors Assurance Report on the Compilation of Unaudited Pro Forma

Financial Information of Axcelasia Inc. and its Subsidiaries for the Financial Year Ended
31 December 2014 and the Financial Period Ended 30 June 2015;
188

(e)
the audited financial statements of PTA Corporate Services, PTA Global Business
Services, Columbus Advisory and Columbus Softnex for FY2014;
(f)
the Service Agreements referred to in this Offer Document;
(g)
the material contracts referred to in this Offer Document;
(h)
the letters of consent referred to in this Offer Document;
(i)
the Performance Share Plan; and
(j)
the Share Option Scheme.
189
This page has been intentionally left blank.
APPENDIX A INDEPENDENT AND REPORTING AUDITORS REPORT ON

THE AUDITED COMBINED FINANCIAL STATEMENTS OF
AXCELASIA INC. AND ITS SUBSIDIARY FOR
THE FINANCIAL YEARS ENDED 31 DECEMBER 2012, 2013 AND 2014
AXCELASIA INC. AND ITS SUBSIDIARY
INDEPENDENT AND REPORTING AUDITORS REPORT

ON THE AUDITED COMBINED FINANCIAL STATEMENTS
FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2012, 2013 AND 2014
A-1

Axcelasia Inc. and its Subsidiary
Statement by Directors
For the Financial Years Ended 31 December 2012, 2013 and 2014
In the opinion of the directors,
(i)
the combined financial statements set out on pages A-5 to A-39 are drawn up so as to give
a true and fair view of the financial position of the Group as at 31 December 2012, 2013 and
2014, and of the performance, changes in equity and cash flows of the Group for the financial
years then ended, and
(ii)
at the date of this statement, there are reasonable grounds to believe that the Company will
be able to pay its debts as and when they fall due.
The Board of Directors has, on the date of this statement, authorised these financial statements
for issue.
On behalf of the directors
..................................
Dato Tang Swee Guan
Director
..................................
Dr. Veerinderjeet Singh A/L Tejwant Singh
Director
Singapore
18 November 2015
A-2

INDEPENDENT AND REPORTING AUDITORS REPORT ON THE COMBINED FINANCIAL
STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2012, 2013 AND 2014
18 November 2015
The Board of Directors
Axcelasia Inc.
13A.05, Level 13A
Wisma Goldhill
67 Jalan Raja Chulan
50200 Kuala Lumpur
Dear Sirs
We have audited the accompanying combined financial statements of Axcelasia Inc. (the
Company) and its subsidiary (collectively, the Group) set out on pages A-5 to A-39, which
comprise the combined statements of financial position of the Group as at 31 December 2012,
2013 and 2014, and the combined statements of comprehensive income, combined statements of
changes in equity and combined statements of cash flows for the financial years ended 31
December 2012, 2013 and 2014, and a summary of significant accounting policies and other
explanatory information.
Managements Responsibility for the Combined Financial Statements
Management is responsible for the preparation of combined financial statements that give a true
and fair view in accordance with the provisions of the Singapore Financial Reporting Standards,
and for devising and maintaining a system of internal accounting controls sufficient to provide a
reasonable assurance that assets are safeguarded against loss from unauthorised use or
disposition; and transactions are properly authorised and that they are recorded as necessary to
permit the preparation of true and fair financial statements and to maintain accountability of
assets.
Auditors Responsibility
Our responsibility is to express an opinion on these combined financial statements based on our
audit. We conducted our audit in accordance with Singapore Standards on Auditing. Those
standards require that we comply with ethical requirements and plan and perform the audit to
obtain reasonable assurance about whether the combined financial statements are free from
material misstatement.
A-3

INDEPENDENT AND REPORTING AUDITORS REPORT ON THE COMBINED FINANCIAL
STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2012, 2013 AND 2014
(continued)
An audit involves performing procedures to obtain audit evidence about the amounts and
disclosures in the combined financial statements. The procedures selected depend on the
auditors judgement, including the assessment of the risks of material misstatement of the
combined financial statements, whether due to fraud or error. In making those risk assessments,
the auditor considers internal control relevant to the entitys preparation of financial statements
that give a true and fair view in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entitys
internal control. An audit also includes evaluating the appropriateness of accounting policies used
and the reasonableness of accounting estimates made by management, as well as evaluating the
overall presentation of the combined financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our audit opinion.
Opinion
In our opinion, the combined financial statements of the Group are properly drawn up in
accordance with the Singapore Financial Reporting Standards so as to give a true and fair view
of the financial position of the Group as at 31 December 2012, 2013 and 2014, and of the
performance, changes in equity and cash flows of the Group for each of the financial years ended
31 December 2012, 2013 and 2014.
Restriction on Distribution and Use
This report has been prepared solely for inclusion in the Offer Document of the Company in
connection with the proposed initial public offering of ordinary shares in the Capital of the
Company on Catalist, the sponsor-supervised listing platform of the Singapore Exchange
Securities Trading Limited (SGX-ST).

Public Accountants and Chartered Accountants
Director-in-charge: Loh Ji Kin
Singapore
18 November 2015
A-4

Combined Statements of Comprehensive Income
Note
2012
2013
2014
RM
RM
RM
Revenue
4,178,306
5,249,620
8,301,642
Other income net
22,848
14,984
17,925
Depreciation of property, plant and

equipment
12
(42,678)
(50,805)
(56,712)
(3,124,310)
(3,820,420)
(5,212,135)
(94,208)
(102,691)
(143,128)
(219,266)
(292,065)
(339,345)
(419,917)
(492,662)
(479,275)
(3,900,379)
(4,758,643)
(6,230,595)
Expenses

Other expenses
Total expenses
Income tax expense
Total comprehensive income,

representing net profit
300,775
505,961
2,088,972
(61,703)
(102,694)
239,072
403,267
1,591,237
239,072
403,267
1,591,237
(497,735)
Total comprehensive income

attributable to:
Equity holders of the Company
Earnings per share for profit
of the Company
(cents per share)
Basic and diluted
95.62
161.31
636.49
The accompanying notes form an integral part of these combined financial statements.
A-5

Combined Statements of Financial Position
As at 31 December 2012, 2013 and 2014
Note
2012
2013
2014
RM
RM
RM
1,367,935
1,586,619
2,304,416
5,125
217,321
1,417,087
2,870,421
1,590,381
3,003,706
5,174,837
42,769
153,975
150,426
1,633,150
3,157,681
5,325,263
281,595
1,367,997
1,990,420
27,162
378,484
281,595
1,395,159
2,368,904
4,200
11,900
14,500
285,795
1,407,059
2,383,404
1,347,355
1,750,622
2,941,859
250,000
250,000
250,000
Retained profits
1,097,355
1,500,622
2,691,859
TOTAL EQUITY
1,347,355
1,750,622
2,941,859
ASSETS
Current assets
Trade and other receivables
10
Tax recoverable
11
Non-current assets
Property, plant and equipment
12
Total assets
LIABILITIES
Current liabilities
13
14
Total liabilities
NET ASSETS
EQUITY
Capital and reserves attributable to
equity holders of the Company
Share capital
15
A-6
250,000
2014
Beginning of financial year
Dividend relating to 2014 paid
Total comprehensive income for the year
(1)
2,691,859
1,500,622
(400,000)
1,591,237
1,500,622
1,097,355
403,267
1,097,355
A-7
The retained profits of the Group are distributable.
250,000
250,000
End of financial year
250,000
2013
16
250,000
RM
RM
858,283
239,072
Retained profits (1)
Share capital
250,000
Note
2,941,859
1,750,622
(400,000)
1,591,237
1,750,622
1,347,355
403,267
1,347,355
1,108,283
239,072
RM
Total equity
Attributable to equity holders of the Company
2012

Combined Statements of Changes in Equity
APPENDIX A INDEPENDENT AND REPORTING AUDITORS REPORT ON THE AUDITED COMBINED

FINANCIAL STATEMENTS OF AXCELASIA INC. AND ITS SUBSIDIARY FOR

Combined Statements of Cash Flows
Note
2012
2013
2014
RM
RM
RM
Cash flows from operating activities

Net profit
239,072
403,267
1,591,237
Adjustments for:
Income tax expense
61,703
102,694
497,735

equipment
12
42,678
50,805
56,712
Interest income
Property, plant and equipment written off
12
469
486
343,922
556,766
2,143,581
(132,917)
(218,684)
(279,730)
1,086,402
622,423
(68,725)
1,424,484
2,048,207
2,589
(2,589)
Change in working capital:
Cash (used in)/provided by operations

Interest received
Income tax paid
(90,610)
Net cash (used in)/provided by

operating activities
(159,335)
(62,707)
1,361,777
(717,797)
(143,813)
1,906,983
Cash flows from investing activities

Additions to property, plant and equipment
12
(14,935)
(162,011)
(53,649)
(14,935)
(162,011)
(53,649)
Cash flows from financing activities

Dividends paid
16

bank balances
(400,000)
(400,000)
(174,270)
1,199,766
1,453,334
391,591
217,321
1,417,087
217,321
1,417,087
2,870,421

11
A-8

Notes to the Combined Financial Statements
These notes form an integral part and should be read in conjunction with the accompanying
combined financial statements.
1
Corporate information
1.1
The Company
The Company is incorporated in Labuan on 21 August 2015 as a company limited by shares,
under the name of Axcelasia Inc., to act as the holding corporation of the Group. At
incorporation, the Companys issued and paid-up share capital was SGD3.00 comprising of
3 ordinary shares of SGD1.00 each. The Company was incorporated for the purpose of
acquiring the existing companies of the Group pursuant to the Group Restructuring Exercise
(Note 1.2).
The combined financial statements of Axcelasia Inc. (the Company) and its subsidiary
(collectively, the Group) have been prepared for the purpose of inclusion in filings
associated with the proposed initial public offering of ordinary shares in the Capital of the
The address of its registered office is at Lot A020, Level 1, Podium Level, Financial Park,
Jalan Merdeka, 87000 Federal Territory of Labuan. The principal place of business is
located at 13A.05, Level 13A, Wisma Goldhill, 67 Jalan Raja Chulan, 50200 Kuala Lumpur.
The principal activity of the Company is investment holding. The principal activities of the
subsidiary are described below.
Name of company
Taxand Malaysia
Sdn. Bhd.
(Taxand
Malaysia)
Principal activities
Country of
Business/
incorporation
Provision of tax compliance, Malaysia

tax advisory services,
training and knowledge
management services
A-9
Equity holding
2012
2013
2014
100
100
100

1
Corporate information (continued)
1.2
Restructuring exercise
The Group was formed through the following exercise (the Restructuring Exercise) which
involved acquisitions and rationalisation of the corporate and shareholding structure for the
purposes of the Invitation. Pursuant to the Restructuring Exercise, the Company became
the holding company of the Group. The Restructuring Exercise involved the following steps:
(a)
Incorporation of the Company

The Company was incorporated on 21 August 2015 under the Labuan Companies Act
as a public company. The Company is an investment holding company of the Group.
At the time of incorporation, the Company had issued and paid-up share capital of
SGD3.00 comprising three shares of SGD1.00 each held by Dr. Veerinderjeet Singh,
Dato Peter Tang and Mr. Ranjit Singh, respectively.
(b)

On 21 October 2015, the Company entered into a sale and purchase agreement
(Taxand Malaysia SPA) with:
(i)
Dr. Veerinderjeet Singh to acquire 50.0% of the issued share capital of Taxand
Malaysia for a consideration of RM1,470,927; and
(ii)
Dato Peter Tang to acquire 50.0% of the issued share capital of Taxand Malaysia
for a consideration of RM1,470,927;
based on the NTA of Taxand Malaysia as at 1 January 2015. The consideration was
satisfied by the allotment and issue of 222,499 Shares and 222,499 Shares in the
Company to Dr. Veerinderjeet Singh and Dato Peter Tang, respectively.
Dr. Veerinderjeet Singh and Dato Peter Tang hold 100% equity interest in Taxand
Malaysia and they are regarded as the controlling parties of Taxand Malaysia and also
of the Company.
2
Summary of significant accounting policies
2.1
Basis of preparation
These combined financial statements have been prepared in accordance with Singapore
Financial Reporting Standards (FRS) under the historical cost convention, except as
disclosed in the accounting policies below.
The preparation of combined financial statements in conformity with FRS requires
management to exercise its judgement in the process of applying the Groups accounting
policies. It also requires the use of certain critical accounting estimates and assumptions.
A-10

2
Summary of significant accounting policies (continued)
2.1
Basis of preparation (continued)

The areas involving a higher degree of judgement or complexity, or areas where
assumptions and estimates are significant to the combined financial statements are
disclosed in Note 3.
The combined financial statements are presented in Ringgit Malaysia (RM) except
otherwise indicated.
Interpretations and amendments to published standards effective in 2012, 2013 and
2014
On 1 January 2012, the Group adopted the new or amended FRS and Interpretations to FRS
(INT FRS) that are mandatory for application for the financial years ended 31 December
2012, 2013 and 2014. Changes to the Groups accounting policies have been made as
required, in accordance with the transitional provisions in the respective FRS and INT FRS.
This includes the following FRSs which are relevant to the Group:
Reference
Revised FRS 27
Revised FRS 28
Description
Separate Financial Statements
Investments in Associates and
Joint Ventures
Consolidated Financial Statements
Joint Arrangements
Disclosure of Interests in Other Entities
Fair Value Measurement
Investment Entities
FRS 110
FRS 111
FRS 112
FRS 113
Amendments to FRS 110, FRS 112
and FRS 27
Amendments to FRS 32
Offsetting Financial Assets and Financial

Liabilities
Recoverable Amount Disclosures to
Non-Financial Assets
Amendments to FRS 36
The adoption of these FRS and INT FRS did not result in substantial changes to the Groups
accounting policies and had no material effect on the amounts reported for the financial
years ended 31 December 2012, 2013 and 2014 or prior financial years.
2.2
Revenue recognition
Revenue comprises the fair value of the consideration received or receivable for the
rendering of services in the ordinary course of the Groups activities. Revenue is presented,
net of services tax, rebates and discounts, and after eliminating sales within the Group.
A-11

2
2.2
Revenue recognition (continued)

The Group recognises revenue when the amount of revenue and related cost can be reliably
measured, it is probable that the collectability of the related receivables is reasonably
assured and when the specific criteria for each of the Groups activities are met as follows:
(a)
Rendering of service
The provision of corporate and personal income tax services are recognised when the
services are rendered and accepted by customers.
(b)
Interest Income
Interest income is recognised using the effective interest method.
2.3
Government grants
Grants from the government are recognised as receivables at their fair value when there is
reasonable assurance that the grant will be received and the Group will comply with all the
attached conditions.
Government grants receivable are recognised as income over the periods necessary to
match them with the related costs which they are intended to compensate, on a systematic
basis. Government grants relating to expenses are shown separately as other income.
Government grants relating to assets are deducted against the carrying amount of the
assets.
2.4
Group accounting
(a)
Subsidiaries
(i)
Consolidation
Subsidiaries are all entities (including structured entities) over which the Group
has control. The Group controls an entity when the Group is exposed to, or has
rights to, variable returns from its involvement with the entity and has the ability
to affect those returns through its power over the entity. Subsidiaries are fully
consolidated from the date on which control is transferred to the Group. They are
deconsolidated from the date on that control ceases.
A-12

2
2.4
Group accounting (continued)

(a)
Subsidiaries (continued)
(i)
Consolidation (continued)
In preparing the combined financial statements, transactions, balances and
unrealised gains on transactions between group entities are eliminated.
Unrealised losses are also eliminated but are considered an impairment indicator
of the asset transferred. Accounting policies of subsidiaries have been changed
where necessary to ensure consistency with the policies adopted by the Group.
Non-controlling interests are that part of the net results of operations and of net
assets of a subsidiary attributable to the interests that are not owned directly or
indirectly by the equity holders of the Company. They are shown separately in the
combined statements of comprehensive income, combined statements of
changes in equity, and combined statements of financial position. Total
comprehensive income is attributed to the non-controlling interests based on their
respective interests in a subsidiary, even if this results in the non-controlling
interests having a deficit balance.
(ii)
Acquisition
The acquisition method of accounting is used to account for business
combinations entered into by the Group, other than those entities which are under
common control.
The consideration transferred for the acquisition of a subsidiary or business
comprises the fair value of the assets transferred, the liabilities incurred and the
equity interests issued by the Group. The consideration transferred also includes
any contingent consideration arrangement and any pre-existing equity interest in
the subsidiary measured at their fair values at the acquisition date.
Acquisition-related costs are expensed as incurred.
Identifiable assets acquired and liabilities and contingent liabilities assumed in a
business combination are, with limited exceptions, measured initially at their fair
values at the acquisition date.
On an acquisition-by-acquisition basis, the Group recognises any non-controlling
interest in the acquiree at the date of acquisition either at fair value or at the
non-controlling interests proportionate share of the acquirees net identifiable
assets.
A-13

2
2.4

(a)
(ii)
Acquisition (continued)
The excess of (a) the consideration transferred, the amount of any non-controlling
interest in the acquiree and the acquisition-date fair value of any previous equity
interest in the acquiree over the (b) fair values of the net identifiable net assets
acquired is recorded as goodwill.
Acquisitions of entities under common control have been accounted for using the
pooling-of-interest method. Under this method:
The combined financial statements of the Group have been prepared as if

the Group structure immediately after the transaction has been in existence
since the earliest date the entities are under common control;
The assets and liabilities are brought into the combined financial statements
at their existing carrying amounts from the perspective of the controlling
party;
The combined statements of comprehensive income includes the results of

the acquired entities since the earliest date the entities are under common
control;
The cost of investment is recorded at the aggregate of the nominal value of

the equity shares issued, cash and cash equivalents and fair values of other
consideration; and
On consolidation, the difference between the cost of investment and the

nominal value of the share capital of the merged subsidiary is taken to
merger reserve.
(iii) Disposals of subsidiaries or businesses

When a change in the Groups ownership interest in a subsidiary results in a loss
of control over the subsidiary, the assets and liabilities of the subsidiary including
any goodwill are derecognised. Amounts previously recognised in other
comprehensive income in respect of that entity are also reclassified to profit or
loss or transferred directly to retained profits if required by a specific Standard.
Any retained equity interest in the entity is remeasured at fair value. The
difference between the carrying amount of the retained interest at the date when
control is lost and its fair value is recognised in profit or loss.
A-14

2
2.4

(b)
Transactions with non-controlling interests

Changes in the Groups ownership interest in a subsidiary that do not result in a loss
of control over the subsidiary are accounted for as transactions with equity owners of
the Company. Any difference between the change in the carrying amounts of the
non-controlling interest and the fair value of the consideration paid or received is
recognised within equity attributable to the equity holders of the Company.
2.5

(a)
Measurement
(i)

All items of property, plant and equipment are initially recognised at cost and
subsequently carried at cost less accumulated depreciation and accumulated
impairment losses.
(ii)
Components of costs
The cost of an item of property, plant and equipment initially recognised includes
its purchase price and any cost that is directly attributable to bringing the asset to
the location and condition necessary for it to be capable of operating in the
manner intended by management.
(b)
Depreciation
Depreciation on property, plant and equipment is calculated using the straight-line
method to allocate their depreciable amounts over their estimated useful lives as
follows:
Useful lives
5 years
5 years
5 years
5 years
Computers
Office equipment
Renovation
The residual values, estimated useful lives and depreciation method of property, plant
and equipment are reviewed, and adjusted as appropriate, at each balance sheet date.
The effects of any revision are recognised in profit or loss when the changes arise.
Fully depreciated property, plant and equipment still in use are retained in the
combined financial statements.
A-15

2
2.5
Property, plant and equipment (continued)

(c)
Subsequent expenditure
Subsequent expenditure relating to property, plant and equipment that has already
been recognised is added to the carrying amount of the asset only when it is probable
that future economic benefits associated with the item will flow to the entity and the
cost of the item can be measured reliably. All other repair and maintenance expenses
are recognised in profit or loss when incurred.
(d)
Disposal
On disposal of an item of property, plant and equipment, the difference between the
disposal proceeds and its carrying amount is recognised in profit or loss within Other
income/(losses) net.
2.6
Impairment of non-financial assets

(a)

Property, plant and equipment are tested for impairment whenever there is any
objective evidence or indication that these assets may be impaired.
For the purpose of impairment testing, the recoverable amount (i.e. the higher of the
fair value less cost to sell and the value-in-use) is determined on an individual asset
basis unless the asset does not generate cash inflows that are largely independent of
those from other assets. If this is the case, the recoverable amount is determined for
the cash-generating units (CGU) to which the asset belongs.
If the recoverable amount of the asset (or CGU) is estimated to be less than its carrying
amount, the carrying amount of the asset (or CGU) is reduced to its recoverable
amount.
The difference between the carrying amount and recoverable amount is recognised as
an impairment loss in profit or loss, unless the asset is carried at revalued amount, in
which case, such impairment loss is treated as a revaluation decrease.
An impairment loss for an asset is reversed only if, there has been a change in the
estimates used to determine the assets recoverable amount since the last impairment
loss was recognised. The carrying amount of this asset is increased to its revised
recoverable amount, provided that this amount does not exceed the carrying amount
that would have been determined (net of any accumulated amortisation or
depreciation) had no impairment loss been recognised for the asset in prior years.
A-16

2
2.6
Impairment of non-financial assets (continued)

(a)

A reversal of impairment loss for an asset is recognised in profit or loss, unless the
asset is carried at revalued amount, in which case, such reversal is treated as a
revaluation increase. However, to the extent that an impairment loss on the same
revalued asset was previously recognised as an expense, a reversal of that impairment
is also recognised in profit or loss.
2.7
Financial assets
(a)
Classification
The Group classifies its financial assets in the following categories: at fair value
through profit or loss, loans and receivables, held-to-maturity and available-for-sale.
The classification depends on the nature of the asset and the purpose for which the
assets were acquired. Management determines the classification of its financial assets
at initial recognition.
As of 31 December 2012, 2013 and 2014, the Group does not hold any of the financial
assets except loans and receivables.
Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable
payments that are not quoted in an active market. They are presented as current
assets, except for those that are expected to be realised later than 12 months after the
balance sheet date which are presented as non-current assets. Loans and receivables
are presented as Trade and other receivables (Note 10), Cash and bank balances
(Note 11) on the combined statements of financial position.
(b)
Recognition and derecognition

Regular way purchases and sales of financial assets are recognised on trade date
the date on which the Group commits to purchase or sell the asset.
Financial assets are derecognised when the rights to receive cash flows from the
financial assets have expired or have been transferred and the Group has transferred
substantially all risks and rewards of ownership. On disposal of a financial asset, the
difference between the carrying amount and the sale proceeds is recognised in profit
or loss. Any amount recognised other comprehensive income relating to that asset is
reclassified to profit or loss.
A-17

2
2.7
Financial assets (continued)

(c)
Initial measurement
Financial assets are initially recognised at fair value plus transaction costs.
(d)
Subsequent measurement
Loans and receivables are subsequently carried at amortised cost using the effective
interest method.
(e)
Impairment
The Group assesses at each reporting date whether there is objective evidence that a
financial asset or a group of financial assets is impaired and recognises an allowance
for impairment when such evidence exists.
Significant financial difficulties of the debtor, probability that the debtor will enter
bankruptcy and default or significant delay in payments are objective evidence that
these financial assets are impaired.
The carrying amount of these assets is reduced through the use of an impairment
allowance account which is calculated as the difference between the carrying amount
and the present value of estimated future cash flows, discounted at the original
effective interest rate. When the asset becomes uncollectible, it is written off against
the allowance account. Subsequent recoveries of amounts previously written off are
recognised against the same line item in profit or loss.
The impairment allowance is reduced through profit or loss in a subsequent period
when the amount of impairment loss decreases and the related decrease can be
objectively measured. The carrying amount of the asset previously impaired is
increased to the extent that the new carrying amount does not exceed the amortised
cost had no impairment been recognised in prior periods.
2.8
Offsetting of financial instruments

Financial assets and liabilities are offset and the net amount reported in the combined
statements of financial position when there is a legally enforceable right to offset and there
is an intention to settle on a net basis or realise the asset and settle the liabilities
simultaneously.
A-18

2
2.9

Trade and other payables represent liabilities for goods and services provided to the Group
prior to the end of the financial year which are unpaid. They are classified as current
liabilities if payment is due within one year or less (or in the normal operating cycle of the
business if longer). Otherwise, they are presented as non-current liabilities.
Trade and other payables are initially recognised at fair value, and subsequently carried at
amortised cost using the effective interest method.
2.10 Fair value estimation of financial assets and liabilities

The carrying amounts of current financial assets and liabilities carried at amortised cost
approximate their fair values.
2.11 Leases
When the Group is the lessee
The Group leases office under operating leases from non-related parties.
Lessee Operating lease
Leases where substantially all risks and rewards incidental to ownership are retained by the
lessors are classified as operating leases. Payments made under operating leases (net of
any incentives received from the lessors) are recognised in profit or loss on a straight-line
basis over the period of the lease.
Contingent rents are recognised as an expense in profit or loss when incurred.
2.12 Income taxes
Current income tax for current and prior periods is recognised at the amount expected to be
paid to or recovered from the tax authorities, using the tax rates and tax laws that have been
enacted or substantively enacted by the reporting date.
Deferred income tax is recognised for all temporary differences arising between the tax
bases of assets and liabilities and their carrying amounts in the combined financial
statements except when the deferred income tax arises from the initial recognition of
goodwill or an asset or liability in a transaction that is not a business combination and affects
neither accounting nor taxable profit or loss at the time of the transaction.
A-19

2
2.12 Income taxes (continued)

A deferred income tax liability is recognised on temporary differences arising on investments
in subsidiaries, except where the Group is able to control the timing of the reversal of the
temporary difference and it is probable that the temporary difference will not reverse in the
foreseeable future.
A deferred income tax asset is recognised to the extent that it is probable that future taxable
profit will be available against which the deductible temporary differences and tax losses
can be utilised.
Deferred income tax is measured:
(i)
at the tax rates that are expected to apply when the related deferred income tax asset
is realised or the deferred income tax liability is settled, based on tax rates and tax laws
that have been enacted or substantively enacted at the reporting date; and
(ii)
based on the tax consequence that will follow from the manner in which the Group
expects, at the balance sheet date, to recover or settle the carrying amounts of its
assets and liabilities except for investment property that is measured using the fair
value model. Investment property measured at fair value is presumed to be recovered
entirely through sale.
Current and deferred income taxes are recognised as income and expense in profit or loss,
except to the extent that the tax arises from a business combination or a transaction which
is recognised directly in equity. Deferred tax arising from a business combination is adjusted
against goodwill on acquisition.
2.13 Provisions
Provisions for other liabilities and charges are recognised when the Group has a present
legal or constructive obligation as a result of past events, it is more likely than not that an
outflow of resources will be required to settle the obligation and the amount has been
reliably estimated. Provisions are not recognised for future operating losses.
Provisions are measured at the present value of the expenditure expected to be required to
settle the obligation using a pre-tax discount rate that reflects the current market
assessment of the time value of money and the risks specific to the obligation. The increase
in the provision due to the passage of time is recognised in profit or loss as finance expense.
Changes in the estimated timing or amount of the expenditure or discount rate are
recognised in profit or loss when the changes arise.
A-20

2
2.14 Employee compensation

Employee benefits are recognised as an expense, unless the cost qualifies to be capitalised
as an asset.
Defined contribution plans
Defined contribution plans are post-employment benefit plans under which the Group pays
fixed contributions into separate entities such as the Employees Provident Fund in Malaysia
on a mandatory, contractual or voluntary basis. The Group has no further payment
obligations once the contributions have been paid.
2.15 Currency translation
(a)
Functional and presentation currency

Items included in the financial statements of each entity in the Group are measured
using the currency of the primary economic environment in which the entity operates
(functional currency). The financial statements are presented in Ringgit Malaysia
(RM), which is the functional currency of the Company.
(b)
Transactions and balances

Transactions in a currency other than the functional currency (foreign currency) are
translated into the functional currency using the exchange rates at the dates of the
transactions. Currency translation differences resulting from the settlement of such
transactions and from the translation of monetary assets and liabilities denominated in
foreign currencies at the closing rate at the reporting date are recognised in profit or
loss. However, in the combined financial statements, currency translation differences
arising from borrowings in foreign currencies and other currency instruments
designated and qualifying as net investment hedges and net investment in foreign
operations, are recognised in other comprehensive income and accumulated in the
currency translation reserve.
(c)
Translation of Group entities financial statements

The results and financial positions of all the Group entities (none of which has the
currency of a hyperinflationary economy) that have a functional currency different from
the presentation currency are translated into the presentation currency as follows:
(i)
Assets and liabilities are translated at the closing exchange rates at the reporting
date;
A-21

2
2.15 Currency translation (continued)

(c)
Translation of Group entities financial statements (continued)

(ii)
Income and expenses are translated at average exchange rates (unless the
average is not a reasonable approximation of the cumulative effect of the rates
prevailing on the transaction dates, in which income and expenses are translated
using the exchange rates at the dates of the transactions); and
(iii) All resulting currency translation differences are recognised in other

comprehensive income and accumulated in the currency translation reserve.
These currency translation differences are reclassified to profit or loss on
disposal or partial disposal of the entity giving rise to such reserve.
2.16 Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided
to the Board of Directors whose members are responsible for allocating resources and
assessing performance of the operating segments.
2.17 Cash and cash equivalents
For the purpose of presentation in the combined statements of cash flows, cash and cash
equivalents include cash at bank and on hand, deposits with financial institutions which are
subject to an insignificant risk of change in value.
2.18 Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the
issuance of new ordinary shares are deducted against the share capital account.
2.19 Dividends to Companys shareholders
Dividends to the Companys shareholders are recognised when the dividends are approved
for payment.
2.20 Investments in subsidiaries
Investments in subsidiaries are carried at cost less accumulated impairment losses in the
Companys statement of financial position. On disposal of such investments, the difference
between disposal proceeds and the carrying amounts of the investments are recognised in
profit or loss.
A-22

3
Critical accounting estimates, assumptions and judgements

Estimates, assumptions and judgements are continually evaluated and are based on
historical experience and other factors, including expectations of future events that are
believed to be reasonable under circumstances.
3.1
Critical accounting estimates and assumptions

(a)
Impairment of loans and receivables

Management reviews its loans and receivables for objective evidence of impairment at
least quarterly. Significant financial difficulties of the debtor, the probability that the
debtor will enter bankruptcy, and default or significant delay in payments are
considered objective evidence that a receivable is impaired. In determining this,
management has made judgements as to whether there is observable date indicating
that there has been a significant change in the payment ability of the debtor, or whether
there have been significant changes with adverse effect in the technological, market,
economic or legal environment in which the debtor operates in.
Where there is objective evidence of impairment, management had made judgements
as to whether an impairment loss should be recorded as an expense. In determining
this, management has used estimates based on historical loss experience for assets
with similar credit risk characteristics. The methodology and assumptions used for
estimating both the amount and timing of future cash flows are reviewed regularly to
reduce any differences between the estimated loss and actual loss experience. At the
respective reporting date, management has assessed that no allowance for
impairment is required for the receivables. However, management has written off
certain trade receivables of approximately RM Nil, RM60,600 and RM15,378 in the
respective financial years ended 31 December 2012, 2013 and 2014 as recoverability
of these receivables were determined to be doubtful due to the significant delay in
settlements by the customers. The carrying amounts of trade receivables at the end of
financial years ended 31 December 2012, 2013 and 2014 were RM1,304,920,
RM1,484,694 and RM2,204,096 respectively.
If the net present values of estimated cash flows had been higher/lower by 10% from
managements estimates for all loans and receivables, the allowance for impairment of
the Group for the financial years ended 31 December 2012, 2013 and 2014 would have
been lower/higher by RM130,000, RM148,000 and RM220,000 respectively.
Revenue
Services rendered
A-23
2012
2013
2014
RM
RM
RM
4,178,306
5,249,620
8,301,642

5
Other income net
Fixed deposits interest income

Realised foreign exchange gain, net
Unrealised foreign exchange gain, net
SME Corp grant
Sundry income
2013
2014
RM
RM
RM
20,640
2,208
4,565
3,118
7,301
2,589
3,079
8,218
4,039
22,848
14,984
17,925
2012
2013
2014
RM
RM
RM
2,550,445
335,521
238,344
3,367,302
349,463
103,655
4,678,653
420,754
112,728
3,124,310
3,820,420
5,212,135
2012
2013
2014
RM
RM
RM
15,046
26,246
11,021
2,413
25,596
23,868
8,210
469
57,292
12,980
42,983
30,576
51,680
12,933
27,016
71,588
11,661
53,423
60,600
15,176
758
20,942
24,295
11,190
61,930
20,867
41,433
30,922
14,628
13,547
34,044
77,246
15,754
33,903
15,378
8,880
1,449
22,995
25,520
11,667
486
43,494
30,225
41,885
28,203
43,816
15,993
51,923
87,704
419,917
492,662
479,275
Salaries and bonus

Defined contributions plan
Other short-term benefits
2012
Other expenses
Accommodation
Advertising and promotion
Conference expenses
Entertainment
Insurance
Petrol, toll and parking
Postage and courier
Search fees
Secondment cost
Seminar and training expenses
Share of administration expenses
Subscription fee
Telephone, fax and internet
Travelling expenses
Others
A-24

8
Income taxes
Income tax expense
2012
2013
2014
RM
RM
RM
65,000
95,000
Tax expense attributable to profit is

made up of:
Current year provision
(Over)/Underprovision in prior year
(97)
(6)
495,000
135
64,903
94,994
495,135
(3,200)
7,700
2,600
102,694
497,735
Deferred income tax

Relating to originating and reversal of
temporary difference (Note 14)
61,703
The tax on the Groups profit before tax differs from the theoretical amount that would arise
using the standard rate of income tax is as follows:
Profit before tax

Tax calculated at tax rate of 25%
(2013: 25%) (2012: 25%)
2012
2013
2014
RM
RM
RM
300,775
505,961
2,088,972
75,194
126,491
522,243
Effects of:
(Over)/Underprovision of income tax in
prior year
Effect of non-taxable income
(97)
Expenses not deductible for tax purposes

Effect of reduction in income tax rate
Tax charge
(6)
(794)
135
(2,055)
2,029
2,695
3,062
(15,423)
(25,692)
(25,650)
61,703
102,694
497,735
Tax in respect of small and medium scale companies with paid up capital of RM2,500,000
and below is calculated at the statutory tax rate of 20% on chargeable income up to
RM500,000, under paragraph 2A, Schedule 1 of the Income Tax Act, 1967. For chargeable
income in excess of RM500,000, the tax rate of 25% (2013: 25%) (2012: 25%) is applicable.
A-25

9
Earnings per share

For illustrative purpose, the calculation of the basic earnings per share is based on the net
profit attributable to equity holders of the Company for the financial years ended 31
December 2012, 2013 and 2014 and on 250,000 ordinary shares, representing the
aggregate amount of the paid-up share capital of Taxand Malaysia Sdn. Bhd..
There were no diluted earnings per share for the financial years ended 31 December 2012,
2013 and 2014 as there were no potential ordinary shares outstanding.
2012
2013
2014
RM
RM
RM
95.62
161.31
636.49
2012
2013
2014
RM
RM
RM
Trade receivables non-related parties
1,304,920
1,484,694
2,204,096
Other receivables non-related parties
10,195
12,731
56,640
85,355
86,748
6,375
6,375
841
1,367,935
1,586,619
2,304,416
2012
2013
2014
RM
RM
RM
217,321
1,417,087
1,867,832
1,002,589
217,321
1,417,087
2,870,421
Basic and diluted (cents per share)
10
Deposits
Prepayments
11
Cash at bank and on hand

Short term bank deposits
A-26

12
Computers
Furniture
and fittings
Office
equipment
Renovation
Total
RM
RM
RM
RM
RM
125,658
64,058
15,596
34,964
240,276
Additions
14,248
687
14,935
Written-off
(2,441)
(2,441)
137,465
64,058
16,283
34,964
252,770
83,368
48,390
9,931
27,606
169,295
Depreciation charge
21,049
12,351
2,413
6,865
42,678
Written-off
(1,972)
102,445
60,741
12,344
34,471
210,001
35,020
3,317
3,939
493
42,769
Computers
Furniture
and fittings
Office
equipment
Renovation
Total
RM
RM
RM
RM
RM
137,465
64,058
16,283
34,964
252,770
45,536
38,603
12,426
65,446
162,011
183,001
102,661
28,709
100,410
414,781
102,445
60,741
12,344
34,471
210,001
Depreciation charge
23,430
9,696
4,097
13,582
50,805
125,875
70,437
16,441
48,053
260,806
57,126
32,224
12,268
52,357
153,975
2012
Cost

Accumulated depreciation
(1,972)
Net book value

2013
Cost
Additions
Net book value

A-27

12
Computers
Furniture
and fittings
Office
equipment
Renovation
Total
RM
RM
RM
RM
RM
183,001
102,661
28,709
100,410
414,781
43,787
7,163
2,699
53,649
(2,430)
(2,430)
226,788
109,824
28,978
100,410
466,000
125,875
70,437
16,441
48,053
260,806
29,379
10,253
3,991
13,089
56,712
155,254
80,690
18,488
61,142
315,574
71,534
29,134
10,490
39,268
150,426
2014
Cost
Additions
Written-off
Depreciation charge
Written-off
(1,944)
(1,944)
Net book value

13
Trade payables non-related parties

Accruals
Other payables
A-28
2012
2013
2014
RM
RM
RM
1,347
23,268
1,367,997
1,990,330
256,980
90
281,595
1,367,997
1,990,420

14
Deferred income taxes

Deferred income tax assets and liabilities are offset when there is a legally enforceable right
to offset current income tax assets against current income tax liabilities and when the
deferred income taxes relate to the same fiscal authority. The amounts, determined after
appropriate offsetting, are shown on the combined statements of financial position as
follows:
Deferred income tax liabilities,

representing accelerated tax
depreciation
to be settled within one year
2012
2013
2014
RM
RM
RM
4,200
11,900
14,500
2012
2013
2014
RM
RM
RM
7,400
(3,200)
4,200
7,700
11,900
2,600
4,200
11,900
14,500
Movement in deferred income tax account is as follows:

Tax (credit)/charge to profit or loss (Note 8)
15
Share capital
For the purpose of the preparation of the combined financial statements, the issued share
capital represents the paid-up capital of Taxand Malaysia.
Issued and fully paid:

250,000 ordinary shares of RM1.00 each
2012
2013
2014
RM
RM
RM
250,000
250,000
250,000
Fully paid ordinary shares carry one vote per share and carry a right to dividends as and
when declared by the Company.
The Company has not been incorporated as at 31 December 2014. Accordingly, the share
capital of the Group refers to the paid-up capital of Taxand Malaysia as at 31 December
2014.
Subsequent to 31 December 2014, the Company was incorporated on 21 August 2015 with
issued and paid-up share capital was SGD3.00 comprising of 3 ordinary shares of SGD1.00
each.
A-29

16
Dividends
2012
2013
2014
RM
RM
RM
400,000
Ordinary dividends paid

First single tier tax exempt interim dividend
of RM1.60 (2013: nil and 2012: nil) per
share in respect of financial year ended
31 December 2014
The dividends have been declared by Taxand Malaysia to its existing shareholders prior to
the Restructuring Exercise. The dividend per share is calculated based on the number of
ordinary shares of Taxand Malaysia in issue as at date of dividend declaration.
On 6 March 2015, Taxand Malaysia had declared a single tier tax exempt interim and final
dividend of total RM6 per share in respect of financial year ended 31 December 2014 and
payable on 11 March 2015 and 19 June 2015, respectively. These financial statements do
not reflect this dividend, which will be accounted for in shareholders equity as an
appropriation of retained profits in the financial year ending 31 December 2015.
17
Commitments
Operating lease commitments where the Group is a lessee
The Group leases office premises from non-related parties under non-cancellable operating
lease agreements. The leases have varying terms escalation clauses and renewal rights.
The future minimum lease payables under non-cancellable operating leases contracted for
at the balance sheet date but not recognised as liabilities, are as follows:
Not later than one year

Between one and five years
A-30
2012
2013
2014
RM
RM
RM
98,410
305,280
305,280
457,920
152,640
98,410
763,200
457,920

18
Financial risk management

Financial risk factors
The Groups activities expose it to market risk (including currency risk, price risk and interest
risk), credit risk, liquidity risk and capital risk. The Groups overall risk management strategy
seeks to minimise adverse effects from the unpredictability of financial markets on the
Groups financial performance.
The Board of Directors is responsible for setting the objectives and underlying principles of
financial risk management for the Group. This includes establishing detailed policies such
as authority levels, oversight responsibilities, risk identification and measurement, and
exposure limits.
Financial risk management is carried out by the finance department in accordance with the
policies set by the Board of Directors. The finance personnel identifies, evaluates and
monitors financial risks in close co-operation with the Groups operating units. The finance
personnel measures actual exposures against the limits set and prepares periodic reports
for review by the Executive Directors. Regular reports are also submitted to the Board of
Directors.
The Board of Directors reviews and agrees policies for managing each of these risks and
they are summarised below:
(a)
Market risk
(i)
Currency risk
Foreign currency risk arose from transactions denominated in currencies other
than the functional currency of the Group. The Groups business operations are
not exposed to significant foreign currency risks as it has no significant
transactions denominated in foreign currencies.
(ii)
Cash flow and fair value interest rate risks

Cash flow interest rate risk is the risk that the future cash flows of a financial
instrument will fluctuate because of changes in market interest rates. Fair value
interest rate risk is the risk that the fair value of a financial instrument will fluctuate
due to changes in market interest rates. As the Group has no significant interest
bearing assets and liabilities, the Groups income is substantially independent of
changes in market interest rates.
A-31

18
Financial risk management (continued)

(b)
Credit risk
Credit risk refers to the risk that counter-party will default on its contractual obligations
resulting in financial loss to the Group. The major classes of financial assets of the
Group are cash and cash equivalents and trade and other receivables. For trade
receivables, the Group adopts the policy of dealing only with customers of appropriate
credit history. For other financial assets, the Group adopts the policy of dealing only
with high credit quality counterparties.
The Group has no significant concentrations of credit risk for each class of its financial
assets.
As the Group and the Company do not hold any collateral, the maximum exposure to
credit risk for each class of financial instruments is the carrying amount of that class
of financial instruments presented on the statements of financial position.
The credit risk for trade receivables based on the information provided to key
management is as follows:
2012
2013
2014
RM
RM
RM
1,304,920
1,484,694
2,204,096
1,304,920
1,484,694
2,204,096
By types of customers
Non-related parties
By geographical areas
Malaysia
(i)
Financial assets that are neither past due nor impaired

Cash and cash equivalents that are neither past due nor impaired are mainly
deposits with banks with high credit-ratings assigned by international credit-rating
agencies. Trade receivables that are neither past due nor impaired are
substantially companies with a good collection track record with the Group.
A-32

18

(b)
Credit risk (continued)

(ii)
Financial assets that are past due and/or impaired

There is no other class of financial assets that is past due and/or impaired except
for trade receivables.
The age analysis of trade receivables past due but not impaired is as follows:
2012
2013
2014
RM
RM
RM
Past due < 3 months
786,333
969,665
1,675,114
299,259
117,111
286,612
219,328
397,918
242,370
1,304,920
1,484,694
2,204,096
The Group believes that the unimpaired amounts that are past due are still
collectible, based on historical payment patterns.
(c)
Liquidity risk
Prudent liquidity risk management includes maintaining sufficient cash and having an
adequate amount of committed credit facilities to enable it to meet its normal operating
commitments. The Groups objective is to maintain a balance between continuing of
funding and the ability to close out market positions at a short notice. As at reporting
date, assets held by the Group for managing liquidity risk included cash and short-term
deposits as disclosed in Note 11.
The table below analyses the Groups financial liabilities into relevant maturity
groupings based on the remaining period from the reporting date to the contractual
maturity date. The amounts disclosed in the table are the contractual undiscounted
cash flows. Balances due within 12 months equal their carrying amounts as the impact
of discounting is not significant.
A-33

18

(c)
Liquidity risk (continued)

Within 1 year
At 31 December 2012
281,595
At 31 December 2013
1,367,997
At 31 December 2014
(d)
1,990,420
Capital risk
The Groups objectives when managing capital are to safeguard the Groups ability to
continue as a going concern and to maintain an optimal capital structure so as to
maximise shareholder value. In order to maintain or achieve an optimal capital
structure, the Group may adjust the amount of dividend payment, return capital to
shareholders, issue new shares, buy back issued shares, obtain new borrowings or
sell assets to reduce borrowings.
The Group and the Company do not have any externally imposed capital requirements
for the financial years ended 31 December 2014, 2013 and 2012.
(e)
Fair value measurements

The carrying amount less impairment provision of receivables and payables are
assumed to approximate their fair values.
(f)
Financial instruments by category

The carrying amount of the different categories of financial instruments is as disclosed
on the face of the statements of financial position, except for the following:

Financial liabilities at amortised cost
A-34
2012
2013
2014
RM
RM
RM
1,578,881
2,997,331
5,173,996
281,595
1,367,997
1,990,420

19
Related party transactions

In addition to the information disclosed elsewhere in the financial statements, the following
transactions took place between the Group and related parties at terms agreed between the
parties:
(a)
Key management personnel compensation

Key management personnel compensation is as follows:
2012
2013
2014
RM
RM
RM
540,000
850,000
540,000
81,000
63,000
81,000
621,000
913,000
621,000
Directors
Salaries and bonus
20
Segment information
The Group operates predominantly in only one business segment, which is the tax advisory
service segment. Accordingly, no segment information is presented based on business
segment.
No segmental information by geographical location is presented as all the revenue and
non-current assets in the financial years ended 31 December 2012, 2013 and 2014 was
derived and are based in Malaysia respectively.
21
New or revised accounting standards and interpretations

Below are the mandatory standards, amendments and interpretations to existing standards
that have been published, and are relevant for the Groups accounting periods beginning on
or after 1 January 2015 or later periods and which the Group has not early adopted:
Reference
Description
Effective date
(Annual periods
Amendments to
FRS 19
Defined Benefit Plans:

Employee Contributions
1 July 2014
Various
Improvements to FRSs
(Issued in January 2014)
1 July 2014
A-35

21
New or revised accounting standards and interpretations (continued)
Reference
Description
Effective date
(Annual periods
Relating to:
FRS 102 Share-based Payment
FRS 103 Business
Combinations FRS 108
Operating Segments
FRS 113 Fair Value
Measurement FRS 16
Property, Plant and Equipment
FRS 24 Related Party
Disclosures FRS 38 Intangible
Assets
Improvements to FRSs
(Issued February 2014)
Relating to
FRS 103 Business Combinations
FRS 113 Fair Value Measurement
FRS 40 Investment Property
1 July 2014
FRS 1
Amendments to FRS 1:
Disclosure Initiative
1 January 2016
Amendments to
FRS 16 and FRS 38
Clarification of Acceptable Methods

of Depreciation and Amortisation
1 January 2016
FRS 16, FRS 41

1 January 2016
FRS 27
Amendments to FRS 27: Equity

Method In Separate Financial
Statements
1 January 2016
FRS 110, FRS 28
Amendments to FRS 110 and FRS

28: Sale or Contribution of Assets
between an Investor and its
Associate or Joint Venture
1 January 2016
FRS 110, FRS112,

FRS 28
Amendments to FRS 110, FRS112

and FRS 28:
Investment Entities: Applying the
Consolidation Exception
1 January 2016
FRS 111
Amendments to FRS 111: Accounting

for Acquisitions of Interests in Joint
Operations Exception
1 January 2016
FRS 114
1 January 2016
Various
A-36

21
Reference
Description
Effective date
(Annual periods
Various
Improvements to FRS
(November 2014)
1 January 2016
FRS 115
Revenue from Contracts with

Customers
1 January 2017
FRS 109
1 January 2018
The directors do not anticipate that the adoption of the above FRS in future financial periods
will have a material impact on the financial statements of the Group.
22
Events after the reporting period

(a)

(PTA Corporate Services SPA) with:
(i)
(ii)
Datin Chai Seow Lin to acquire 20.0% of the issued share capital of PTA
Corporate Services for a consideration of RM28,899,
based on the NTA of PTA Corporate Services as at 1 January 2015. The consideration
was satisfied by the allotment and issue of 6,118 Taxand Shares and 1,529 Taxand
Shares to Dato Peter Tang and Datin Chai Seow Lin, respectively.
Pursuant to the Restructuring Agreement, Dato Peter Tang and Datin Chai Seow Lin
will direct their abovementioned Taxand Shares to be alloted and issued to the
Company, in consideration for the allotment and issue of 16,000 Shares and 4,000
Shares in the Company, respectively. Upon completion of the acquisition, PTA
Corporate Services became a wholly-owned subsidiary of the Company.
(b)

(PTA Global Business Services SPA) with:
(i)
Dato Peter Tang to acquire 70.0% of the issued share capital of PTA Global
Business Services for a consideration of RM207,665; and
A-37

22
Events after the reporting period (continued)

(b)
Acquisition of PTA Global Business Services (continued)

(ii)
Business Services for a consideration of RM88,999,
based on the NTA of PTA Global Business Services as at 1 January 2015. The
consideration was satisfied by the allotment and issue of 10,991 Taxand Shares and
4,710 Taxand Shares to Dato Peter Tang and Datin Chai Seow Lin, respectively.
Shares in the Company, respectively. Upon completion of the acquisition, PTA Global
Business Services became a wholly-owned subsidiary of the Company.
(c)

Columbus Softnex as at 1 January 2015. The consideration was satisfied by the
allotment and issue of 150,000 Columbus Advisory Shares, amounting to a 13.0%
interest in Columbus Advisory, to Mr. Kenny Wong. Upon completion of the acquisition
of Columbus Advisory, Columbus Softnex became a wholly-owned subsidiary of the
Company.
(d)

acquisition of Columbus Advisory, Columbus HR became a subsidiary of the Company.
(e)

(i)
Mr. Ranjit Singh to acquire 74.0% of the issued share capital of Columbus
Advisory for a consideration of RM1,013,807; and
(ii)
Mr. Derek Lee to acquire 13.0% of the issued share capital of Columbus Advisory
for a consideration of RM217,245; and
A-38

22
Events after the reporting period (continued)

(e)
Acquisition of Columbus Advisory (continued)

(iii) Mr. Kenny Wong to acquire 13.0% of the issued share capital of Columbus
Advisory for a consideration of RM217,245,
Softnex Acquisition and the Columbus HR Acquisition. The consideration was satisfied
by the allotment and issue of 53,656 Taxand Shares, 11,498 Taxand Shares and 11,498
Taxand Shares to Mr. Ranjit Singh, Mr. Derek Lee and Mr. Kenny Wong, respectively.
Pursuant to the Restructuring Agreement, Mr. Ranjit Singh, Mr. Derek Lee and Mr.
Kenny Wong will direct their abovementioned Taxand Shares to be alloted and issued
to the Company, in consideration for the allotment and issue of 329,419 Shares,
62,790 Shares and 62,790 Shares in the Company, respectively. Upon completion of
the acquisition, Columbus Advisory became a wholly-owned subsidiary of the
Company.
(f)
Subdivision of shares
On 28 October 2015, the Company undertook and completed the sub-division of every
one Share to 123 Shares. Accordingly, 1,000,000 Shares in the issued and paid-up
share capital were sub-divided into 123,000,000 Shares.
(g)
Increase of share capital in PTA Global Business Services

On 8 April 2015, PTA Global Business Services issued additional 99,998 ordinary
shares to Taxand Malaysia for a consideration of RM99,998 for its working capital
requirements.
(h)
Disposal of associated company

On 11 September 2015, Columbus Advisory Sdn. Bhd. disposed its 50% equity interest
amounting to 1,000 shares of 1.00 each in Columbus Advisory UK Limited to the
existing shareholder who is an independent third party without consideration.
Pursuant to the Sale and Purchase Agreements and the Restructuring Agreement, the rights
and benefits relating to the relevant shares of PTA Corporate Services, PTA Global Business
Services, Columbus Advisory, Columbus Softnex and Columbus HR accrued to Taxand
Malaysia from 1 January 2015.
23
Authorisation of financial statements

These combined financial statements have been prepared for inclusion in the Offer
Document of Axcelasia Inc. (the Company) and were authorised for issue by the Board of
Directors of the Company on 18 November 2015.
A-39

THE UNAUDITED COMBINED FINANCIAL STATEMENTS OF AXCELASIA INC. AND
ITS SUBSIDIARIES FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2015
AXCELASIA INC. AND ITS SUBSIDIARIES
INDEPENDENT AND REPORTING AUDITORS REVIEW REPORT

ON THE UNAUDITED COMBINED FINANCIAL STATEMENTS
FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2015
B-1

Axcelasia Inc. and its Subsidiaries
Statement by Directors
For the six-month period ended 30 June 2015
In the opinion of the directors,
(i)
the combined financial statements set out on pages B-5 to B-49 are drawn up so as to give
a true and fair view of the financial position of the Group as at 30 June 2015, and of the
performance, changes in equity and cash flows of the Group for the financial period then
ended, and
(ii)
at the date of this statement, there are reasonable grounds to believe that the Company will
be able to pay its debts as and when they fall due.
The Board of Directors has, on the date of this statement, authorised these financial statements
for issue.
On behalf of the directors
..................................
Dato Tang Swee Guan
Director
..................................
Ranjit Singh a/l Taram Singh
Director
Singapore
18 November 2015
B-2

INDEPENDENT AND REPORTING AUDITORS REVIEW REPORT ON THE COMBINED
FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD 30 JUNE 2015
18 November 2015
Axcelasia Inc.
13A.05, Level 13A
Wisma Goldhill
50200 Kuala Lumpur
Dear Sirs
Introduction
We have reviewed the accompanying unaudited combined financial statements of Axcelasia Inc.
(the Company) and its subsidiaries (collectively, the Group) set out on pages B-5 to B-49,
which comprise the unaudited combined statement of financial position of the Group as at 30 June
2015, the unaudited combined statement of comprehensive income, unaudited combined
statement of changes in equity and unaudited combined statement of cash flows for the six-month
period ended 30 June 2015, and a summary of significant accounting policies and other
explanatory information. Management is responsible for the preparation and presentation of these
unaudited combined financial statements in accordance with Singapore Financial Reporting
Standards. Our responsibility is to express a conclusion on these unaudited combined financial
statements based on our review.
The comparative figures for the corresponding six-month period ended 30 June 2014 were
extracted from the unaudited management financial information and we have not carried out a
review of those financial information. The unaudited combined financial information for the
corresponding six-month period ended 30 June 2014 is the responsibility of the management.
Scope of Review
We conducted our review in accordance with Singapore Standard on Review Engagements 2410,
Review of Interim Financial Information Performed by the Independent Auditor of the Entity. A
review of interim combined financial information consists of making inquiries, primarily of persons
responsible for financial and accounting matters, and applying analytical and other review
procedures. A review is substantially less in scope than an audit conducted in accordance with
Singapore Standards on Auditing and consequently does not enable us to obtain assurance that
we would become aware of all significant matters that might be identified in an audit. Accordingly,
we do not express an audit opinion.
B-3

INDEPENDENT AND REPORTING AUDITORS REVIEW REPORT ON THE COMBINED
FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD 30 JUNE 2015 (continued)
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the
accompanying unaudited combined financial statements does not present fairly, in all material
respects, the financial position of the Group as at 30 June 2015, and of its financial performance,
changes in equity and cash flows for the six-month period then ended in accordance with
Singapore Financial Reporting Standards.
Restriction on Distribution and Use
This report has been prepared solely for inclusion in the Offer Document of the Company in
connection with the proposed initial public offering of ordinary shares in the Capital of the

Singapore
18 November 2015
B-4

Unaudited Combined Statement of Comprehensive Income
Six-month period ended
30 June
Note
2015
2014
RM
RM
(Unaudited)
(Unaudited)
Revenue
16,642,025
3,403,867
Other income net
57,691
1,700
12
(93,156)
(4,054,697)
(1,726,361)
(56,566)
(77,892)
(329,775)
(163,150)
Expenses

Subcontractors fee
(3,646,588)
Other expenses
Total expenses
Income tax expense
Total comprehensive income, representing

net profit
(813,965)
(242,771)
(8,994,747)
(2,210,174)
7,704,969
1,195,393
(1,626,471)
(266,764)
6,078,498
928,629
6,057,048
928,629
21,450
6,078,498
928,629
4.92
371.45
Total comprehensive income attributable to:

Earnings per share for profit attributable to

equity holders of the Company
(cents per share)
Basic and diluted
The accompanying notes form an integral part of these unaudited combined financial statements.
B-5

Unaudited Combined Statement of Financial Position
As at 30 June 2015
30 June
2015
31 December
2014
RM
RM
(Unaudited)
(Audited)
10,190,373
3,718,467
2,304,416
2,870,421
13,908,840
5,174,837
604,050
5,540
147,643
150,426
757,233
150,426
14,666,073
5,325,263
3,328,353
1,908,064
1,990,420
378,484
5,236,417
2,368,904
19,840
14,500
Total liabilities
5,256,257
2,383,404
NET ASSETS
9,409,816
2,941,859
2,239,459
7,098,907
250,000
2,691,859
9,338,366
71,450
2,941,859
TOTAL EQUITY
9,409,816
2,941,859
Note
ASSETS
Current assets
10
11
Non-current assets
Investment in associated company
Development cost in progress
12
13
14
Total assets
LIABILITIES
Current liabilities
15
16
EQUITY
Capital and reserves attributable to equity
holders of the Company
Share capital
Retained profits
17
B-6
17
18
Dividend relating to 2015 paid
(1)
2,239,459
99,998
1,889,461
250,000
250,000
7,098,907
6,057,048
(1,650,000)
2,691,859
2,429,251
928,629
1,500,622
RM
RM
250,000
Retained
profits(1)
Share
capital
Attributable to the equity

holders of the Company
B-7
71,450
21,450
50,000
RM
Non-controlling
interests
The retained profits of the Group are distributable.
Balance at 30 June 2015
Total comprehensive income for the period
17
Issue of new shares
Note
New shares to be issued as consideration for acquisition of subsidiaries
Balance at 1 January 2015
Unaudited
Balance at 30 June 2014
Total comprehensive income for the period
Balance at 1 January 2014
Unaudited

Unaudited Combined Statement of Changes in Equity
9,409,816
6,078,498
(1,650,000)
99,998
1,939,461
2,941,859
2,679,251
928,629
1,750,622
RM
Total
equity
APPENDIX B INDEPENDENT AND REPORTING AUDITORS REVIEW REPORT ON THE UNAUDITED COMBINED FINANCIAL
STATEMENTS OF AXCELASIA INC. AND ITS SUBSIDIARIES FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2015

Unaudited Combined Statement of Cash Flows
30 June
Note
Cash flows from operating activities

Net profit
Adjustments for:
Income for expense
Interest income
Government grant
8
5
2015
2014
RM
RM
(Unaudited)
(Unaudited)
6,078,498
928,629
1,626,471
93,156
(18,487)
(27,995)
266,764
486
7,751,643
1,195,879
(5,219,774)
(479,134)
(780,066)
(1,059,672)
Cash provided by/(used in) operations

Interest received
Income tax paid
2,052,735
18,487
(114,634)
(643,859)
(35,077)
Net cash provided by/(used in) operating activities
1,956,588
(678,936)
Change in working capital:


Acquisition of subsidiaries, net of cash acquired
23
14
138,578
(43,385)
(147,643)
(41,252)
(52,450)
(41,252)

Advance from director
Proceeds from issuance of ordinary shares
Government grant received
Dividends paid
415,915
149,998
27,995
(1,650,000)
(1,056,092)
Net increase/(decrease) in cash and bank balances

Beginning of financial period
2,870,421
1,417,087
End of financial period
3,718,467
696,899
848,046
(720,188)
B-8

Notes to the Unaudited Combined Financial Statements
These notes form an integral part and should be read in conjunction with the accompanying
unaudited combined financial statements.
1
Corporate information
1.1 The Company

The Company is incorporated in Labuan on 21 August 2015 as a company limited by shares,
under the name of Axcelasia Inc., to act as the holding corporation of the Group. At
incorporation, the Companys issued and paid-up share capital was SGD3.00 comprising of
3 ordinary shares of SGD1.00 each. The Company was incorporated for the purpose of
acquiring the existing companies of the Group pursuant to the Group Restructuring Exercise
(Note 1.2).
The unaudited combined financial statements of Axcelasia Inc. (the Company) and its
subsidiaries (collectively, the Group) have been prepared for the purpose of inclusion in
filings associated with the proposed initial public offering of ordinary shares in the Capital of
the Company on Catalist, the sponsor-supervised listing platform of the Singapore Exchange
The address of its registered office is at Lot A020, Level 1, Podium Level, Financial Park,
Jalan Merdeka, 87000 Federal Territory of Labuan. The principal place of business is located
at 13A.05, Level 13A, Wisma Goldhill, 67 Jalan Raja Chulan, 50200 Kuala Lumpur.
The principal activity of the Company is investment holding. The principal activities of the
subsidiaries are described below.
The Group after restructuring comprises the Company and the following subsidiaries:
Name of Malaysian
subsidiaries
Country of
incorporation
Taxand Malaysia
Sdn. Bhd.
(Taxand Malaysia)
Malaysia
Provision of tax
compliance, tax advisory
services, training and
knowledge management
services
100%

Sdn. Bhd.
(PTA Corporate
Services)
Malaysia
Providing company
secretarial services
100%
PTA Global Business

Services Sdn. Bhd.
(PTA Global Business
Services)
Malaysia
Provision of accounting,
payroll and administration
support services
100%
Columbus Advisory
Sdn. Bhd.
(Columbus Advisory)
Malaysia
Provision of management
consultancy services
100%
B-9
Percentage of
equity held

1
1.1 The Company (continued)

Name of Malaysian
subsidiaries
Country of
incorporation
Percentage of
equity held
Columbus Softnex
Sdn. Bhd.
(Columbus Softnex)
Malaysia
ERM Application Software
100%
Sdn. Bhd.
(Columbus HR)
Malaysia
Providing HR consultancy
services
51%
1.2 Restructuring exercise

The Group was formed through the following exercise (the Restructuring Exercise) which
involved acquisitions and rationalisation of the corporate and shareholding structure for the
purposes of the Invitation. Pursuant to the Restructuring Exercise, the Company became the
holding company of the Group. The Restructuring Exercise involved the following steps:
(a)
Incorporation of the Company

The Company was incorporated on 21 August 2015 under the Labuan Companies Act
as a public company. The Company is an investment holding company of the Group. At
the time of incorporation, the Company had issued and paid-up share capital of
SGD3.00 comprising three shares of SGD1.00 each held by Dr. Veerinderjeet Singh,
Dato Peter Tang and Mr. Ranjit Singh, respectively.
(b)

On 21 October 2015, the Company entered into a sale and purchase agreement
(Taxand Malaysia SPA) with:
(i)
Dr. Veerinderjeet Singh to acquire 50.0% of the issued share capital of Taxand
Malaysia for a consideration of RM1,470,927; and
(ii)
Dato Peter Tang to acquire 50.0% of the issued share capital of Taxand Malaysia
for a consideration of RM1,470,927;
based on the NTA of Taxand Malaysia as at 1 January 2015. The consideration was
satisfied by the allotment and issue of 222,499 Shares and 222,499 Shares in the
Company to Dr. Veerinderjeet Singh and Dato Peter Tang, respectively.
Dr. Veerinderjeet Singh and Dato Peter Tang hold 100% equity interest in Taxand
Malaysia and they are regarded as the controlling parties of Taxand Malaysia and also
of the Company.
B-10

1
1.2 Restructuring exercise (continued)

(c)

(PTA Corporate Services SPA) with:
(i)
(ii)
Datin Chai Seow Lin to acquire 20.0% of the issued share capital of PTA Corporate
Services for a consideration of RM28,899;
based on the NTA of PTA Corporate Services as at 1 January 2015. The consideration
was satisfied by the allotment and issue of 6,118 Taxand Shares and 1,529 Taxand
Shares to Dato Peter Tang and Datin Chai Seow Lin, respectively.
Shares in the Company, respectively. Upon completion of the acquisition, PTA
Corporate Services became a wholly-owned subsidiary of the Company.
(d)

(PTA Global Business Services SPA) with:
(i)
Dato Peter Tang to acquire 70.0% of the issued share capital of PTA Global
Business Services for a consideration of RM207,665; and
(ii)
Business Services for a consideration of RM88,999;
based on the NTA of PTA Global Business Services as at 1 January 2015. The
consideration was satisfied by the allotment and issue of 10,991 Taxand Shares and
4,710 Taxand Shares to Dato Peter Tang and Datin Chai Seow Lin, respectively.
Shares in the Company, respectively. Upon completion of the acquisition, PTA Global
Business Services became a wholly-owned subsidiary of the Company.
B-11

1

(e)

Columbus Softnex as at 1 January 2015. The consideration was satisfied by the
allotment and issue of 150,000 Columbus Advisory Shares, amounting to a 13.0%
interest in Columbus Advisory, to Mr. Kenny Wong. Upon completion of the acquisition
of Columbus Advisory, Columbus Softnex became a wholly-owned subsidiary of the
Company.
(f)

acquisition of Columbus Advisory, Columbus HR became a wholly-owned subsidiary of
the Company.
(g)

(i)
Mr. Ranjit Singh to acquire 74.0% of the issued share capital of Columbus Advisory
for a consideration of RM1,013,807; and
(ii)
Mr. Derek Lee to acquire 13.0% of the issued share capital of Columbus Advisory
for a consideration of RM217,245; and
(iii) Mr. Kenny Wong to acquire 13.0% of the issued share capital of Columbus
Advisory for a consideration of RM217,245;
Softnex Acquisition and the Columbus HR Acquisition. The consideration was satisfied
by the allotment and issue of 53,656 Taxand Shares, 11,498 Taxand Shares and 11,498
Taxand Shares to Mr. Ranjit Singh, Mr. Derek Lee and Mr. Kenny Wong, respectively.
Pursuant to the Restructuring Agreement, Mr. Ranjit Singh, Mr. Derek Lee and Mr.
Kenny Wong will direct their abovementioned Taxand Shares to be alloted and issued
to the Company, in consideration for the allotment and issue of 329,419 Shares, 62,790
Shares and 62,790 Shares in the Company, respectively. Upon completion of the
acquisition, Columbus Advisory became a wholly-owned subsidiary of the Company.
B-12

1

(h)
Subdivision of shares
On 28 October 2015, our Company undertook and completed the sub-division of every
one Share to 123 Shares. Accordingly, 1,000,000 Shares in our issued and paid-up
share capital were sub-divided into 123,000,000 Shares.
Pursuant to the Sale and Purchase Agreements and the Restructuring Agreement, the rights
and benefits relating to the relevant shares of PTA Corporate Services, PTA Global Business
Services, Columbus Advisory, Columbus Softnex and Columbus HR accrued to Taxand
Malaysia from 1 January 2015.
2
2.1 Basis of preparation

These combined financial statements have been prepared in accordance with Singapore
Financial Reporting Standards (FRS) under the historical cost convention, except as
disclosed in the accounting policies below.
The preparation of combined financial statements in conformity with FRS requires
management to exercise its judgement in the process of applying the Groups accounting
policies. It also requires the use of certain critical accounting estimates and assumptions.
The areas involving a higher degree of judgement or complexity, or areas where assumptions
and estimates are significant to the combined financial statements are disclosed in Note 3.
The combined financial statements are presented in Ringgit Malaysia (RM) except
otherwise indicated.
Interpretations and amendments to published standards effective in 2015
On 1 January 2015, the Group adopted the new or amended FRS and Interpretations to FRS
(INT FRS) that are mandatory for application for the financial period ended 30 June 2015.
Changes to the Groups accounting policies have been made as required, in accordance with
the transitional provisions in the respective FRS and INT FRS.
The adoption of these FRS and INT FRS did not result in substantial changes to the Groups
accounting policies and had no material effect on the amounts reported for the financial
period ended 30 June 2015 or prior financial years.
B-13

2
2.2 Revenue recognition

Revenue comprises the fair value of the consideration received or receivable for the sale of
goods and rendering of services in the ordinary course of the Groups activities. Revenue is
presented, net of goods and services tax, rebates and discounts, and after eliminating sales
within the Group.
The Group recognises revenue when the amount of revenue and related cost can be reliably
measured, it is probable that the collectability of the related receivables is reasonably
assured and when the specific criteria for each of the Groups activities are met as follows:
(a)
Rendering of services
The provision of management consultancy services, corporate and personal income
taxes, corporate secretarial, accounting, payroll and administrative support outsourcing
services are recognised as and when the services are rendered and accepted by
customers.
(b)
Sale of goods
The sales of computer software licenses are recognised when the software is delivered
and accepted by customers.
(c)
Interest Income
(d)
Dividend Income
Dividend income is recognised when the right to receive payment is established.
2.3 Government grants

Grants from the government are recognised as receivables at their fair value when there is
reasonable assurance that the grant will be received and the Group will comply with all the
attached conditions.
match them with the related costs which they are intended to compensate, on a systematic
basis. Government grants relating to expenses are shown separately as other income.
Government grants relating to assets are deducted against the carrying amount of the
assets.
B-14

2
2.4 Group accounting

(a)
Subsidiaries
(i)
Consolidation
Subsidiaries are all entities (including structured entities) over which the Group
has control. The Group controls an entity when the Group is exposed to, or has
rights to, variable returns from its involvement with the entity and has the ability to
affect those returns through its power over the entity. Subsidiaries are fully
consolidated from the date on which control is transferred to the Group. They are
deconsolidated from the date on that control ceases.
Unrealised losses are also eliminated but are considered an impairment indicator
of the asset transferred. Accounting policies of subsidiaries have been changed
where necessary to ensure consistency with the policies adopted by the Group.
Non-controlling interests are that part of the net results of operations and of net
assets of a subsidiary attributable to the interests that are not owned directly or
indirectly by the equity holders of the Company. They are shown separately in the
combined statement of comprehensive income, combined statement of changes in
equity, and combined statement of financial position. Total comprehensive income
is attributed to the non-controlling interests based on their respective interests in
a subsidiary, even if this results in the non-controlling interests having a deficit
balance.
(ii)
Acquisition
combinations entered into by the Group, other than those entities which are under
common control.
comprises the fair value of the assets transferred, the liabilities incurred and the
equity interests issued by the Group. The consideration transferred also includes
any contingent consideration arrangement and any pre-existing equity interest in
the subsidiary measured at their fair values at the acquisition date.
B-15

2
2.4 Group accounting (continued)

(a)
(ii)
Identifiable assets acquired and liabilities and contingent liabilities assumed in a
business combination are, with limited exceptions, measured initially at their fair
values at the acquisition date.
On an acquisition-by-acquisition basis, the Group recognises any non-controlling
interest in the acquiree at the date of acquisition either at fair value or at the
non-controlling interests proportionate share of the acquirees net identifiable
assets.
The excess of (a) the consideration transferred, the amount of any non-controlling
interest in the acquiree and the acquisition-date fair value of any previous equity
interest in the acquiree over the (b) fair values of the net identifiable net assets
acquired is recorded as goodwill.
Acquisitions of entities under common control have been accounted for using the
pooling-of-interest method. Under this method:
The combined financial statements of the Group have been prepared as if the
Group structure immediately after the transaction has been in existence since
the earliest date the entities are under common control;
The assets and liabilities are brought into the combined financial statements
at their existing carrying amounts from the perspective of the controlling
party;
The combined statement of comprehensive income includes the results of the

acquired entities since the earliest date the entities are under common
control;
The cost of investment is recorded at the aggregate of the nominal value of

the equity shares issued, cash and cash equivalents and fair values of other
consideration; and

nominal value of the share capital of the merged subsidiary is taken to merger
reserve.
B-16

2

(a)
When a change in the Groups ownership interest in a subsidiary results in a loss
of control over the subsidiary, the assets and liabilities of the subsidiary including
any goodwill are derecognised. Amounts previously recognised in other
comprehensive income in respect of that entity are also reclassified to profit or loss
or transferred directly to retained profits if required by a specific Standard.
Any retained equity interest in the entity is remeasured at fair value. The difference
between the carrying amount of the retained interest at the date when control is
lost and its fair value is recognised in profit or loss.
(b)

Changes in the Groups ownership interest in a subsidiary that do not result in a loss of
control over the subsidiary are accounted for as transactions with equity owners of the
Company. Any difference between the change in the carrying amounts of the noncontrolling interest and the fair value of the consideration paid or received is recognised
within equity attributable to the equity holders of the Company.
(c)
Associated companies
Associated companies are entities over which the Group has significant influence, but
not control, generally accompanied by a shareholding giving rise to voting rights of 20%
and above but not exceeding 50%.
Investments in associated companies are accounted for in the consolidated financial
statements using the equity method of accounting less impairment losses, if any.
(i)
Acquisitions
Investments in associated companies are initially recognised at cost. The cost of
an acquisition is measured at the fair value of the assets given, equity instruments
issued or liabilities incurred or assumed at the date of exchange, plus costs
directly attributable to the acquisition. Goodwill on associated companies and joint
ventures represents the excess of the cost of acquisition of the associated
company or joint venture over the Groups share of the fair value of the identifiable
net assets of the associated company or joint venture and is included in the
carrying amount of the investments.
B-17

2

(c)
Associated companies (continued)

(ii)
Equity method of accounting

In applying the equity method of accounting, the Groups share of its associated
companies or joint ventures post-acquisition profits or losses are recognised in
profit or loss and its share of post-acquisition other comprehensive income is
recognised in other comprehensive income. These post-acquisition movements
and distributions received from the associated companies or joint ventures are
adjusted against the carrying amount of the investments. When the Groups share
of losses in an associated company or joint venture equals to or exceeds its
interest in the associated company or joint venture, the Group does not recognise
further losses, unless it has legal or constructive obligations to make, or has made,
payments on behalf of the associated company or joint venture. If the associated
company or joint venture subsequently reports profits, the Group resumes
recognising its share of those profits only after its share of the profits equals the
share of losses not recognised.
Unrealised gains on transactions between the Group and its associated
companies or joint ventures are eliminated to the extent of the Groups interest in
the associated companies or joint ventures. Unrealised losses are also eliminated
unless the transactions provide evidence of impairment of the assets transferred.
The accounting policies of associated companies or joint ventures are changed
where necessary to ensure consistency with the accounting policies adopted by
the Group.
(iii) Disposals
Investments in associated companies or joint ventures are derecognised when the
Group loses significant influence or joint control. If the retained equity interest in
the former associated company or joint venture is a financial asset, the retained
equity interest is measured at fair value. The difference between the carrying
amount of the retained interest at the date when significant influence or joint
control is lost, and its fair value and any proceeds on partial disposal, is
recognised in statement of comprehensive income.
B-18

2
2.5 Property, plant and equipment

(a)
Measurement
(i)

impairment losses.
(ii)
Components of costs
The cost of an item of property, plant and equipment initially recognised includes
its purchase price and any cost that is directly attributable to bringing the asset to
the location and condition necessary for it to be capable of operating in the manner
intended by management.
(b)
Depreciation
follows:
Useful lives
Computers
Motor vehicles
Office equipment
Renovation
5 years
5 years
5 years
5 years
5-10 years
The residual values, estimated useful lives and depreciation method of property, plant
and equipment are reviewed, and adjusted as appropriate, at each balance sheet date.
The effects of any revision are recognised in profit or loss when the changes arise.
Fully depreciated property, plant and equipment still in use are retained in the combined
financial statements.
B-19

2
2.5 Property, plant and equipment (continued)

(c)
been recognised is added to the carrying amount of the asset only when it is probable
that future economic benefits associated with the item will flow to the entity and the cost
of the item can be measured reliably. All other repair and maintenance expenses are
recognised in profit or loss when incurred.
(d)
Disposal
On disposal of an item of property, plant and equipment, the difference between the
disposal proceeds and its carrying amount is recognised in profit or loss within Other
income/(losses) net.
2.6 Impairment of non-financial assets

Investments in subsidiaries and associated company
Development expenditure
Property, plant and equipment, investments in subsidiaries and associated company and
development expenditure are tested for impairment whenever there is any objective
evidence or indication that these assets may be impaired.
For the purpose of impairment testing, the recoverable amount (i.e. the higher of the fair
value less cost to sell and the value-in-use) is determined on an individual asset basis unless
the asset does not generate cash inflows that are largely independent of those from other
assets. If this is the case, the recoverable amount is determined for the cash-generating units
(CGU) to which the asset belongs.
amount, the carrying amount of the asset (or CGU) is reduced to its recoverable amount.
The difference between the carrying amount and recoverable amount is recognised as an
impairment loss in profit or loss, unless the asset is carried at revalued amount, in which
case, such impairment loss is treated as a revaluation decrease.
B-20

2
2.6 Impairment of non-financial assets (continued)

Investments in subsidiaries and associated company
Development expenditure (continued)
An impairment loss for an asset is reversed only if, there has been a change in the estimates
used to determine the assets recoverable amount since the last impairment loss was
recognised. The carrying amount of this asset is increased to its revised recoverable amount,
provided that this amount does not exceed the carrying amount that would have been
determined (net of any accumulated amortisation or depreciation) had no impairment loss
been recognised for the asset in prior years.
A reversal of impairment loss for an asset is recognised in profit or loss, unless the asset is
carried at revalued amount, in which case, such reversal is treated as a revaluation increase.
However, to the extent that an impairment loss on the same revalued asset was previously
recognised as an expense, a reversal of that impairment is also recognised in profit or loss.
2.7 Development expenditure
Expenditure on development activities, whereby the application of research findings are
applied to a plan or design for the production of a new or substantially improved products and
processes, is capitalised only if development costs can be measured reliably, the product or
process is technically and commercially feasible, future economic benefits are probable and
the Enlarged Group intends to and has sufficient resources to complete development.
The expenditure capitalised includes the cost of materials, direct labour and overheads costs
that are directly attributable to preparing the asset for its intended use. Other development
expenditure is recognised in profit or loss as incurred.
Capitalised development expenditure is measured at cost less any accumulated amortisation
and any accumulated impairment losses. Development expenditure in progress is not
amortised till completion.
2.8 Financial assets
(a)
Classification
The Group classifies its financial assets in the following categories: at fair value through
profit or loss, loans and receivables, held-to-maturity and available-for-sale. The
classification depends on the nature of the asset and the purpose for which the assets
were acquired. Management determines the classification of its financial assets at initial
recognition.
B-21

2
2.8 Financial assets (continued)

(a)
Classification (continued)
As of 30 June 2015, the Group does not hold any of the financial assets except loans
and receivables.
Loans and receivables are non-derivative financial assets with fixed or determinable
payments that are not quoted in an active market. They are presented as current
assets, except for those that are expected to be realised later than 12 months after the
balance sheet date which are presented as non-current assets. Loans and receivables
are presented as Trade and other receivables (Note 10), Cash and bank balances
(Note 11) on the combined statements of financial position.
(b)

Regular way purchases and sales of financial assets are recognised on trade date the
date on which the Group commits to purchase or sell the asset.
financial assets have expired or have been transferred and the Group has transferred
substantially all risks and rewards of ownership. On disposal of a financial asset, the
difference between the carrying amount and the sale proceeds is recognised in profit or
loss. Any amount recognised other comprehensive income relating to that asset is
reclassified to profit or loss.
(c)
Initial measurement
(d)
Loans and receivables are subsequently carried at amortised cost using the effective
interest method.
(e)
Impairment
The Group assesses at each balance sheet date whether there is objective evidence
that a financial asset or a group of financial assets is impaired and recognises an
allowance for impairment when such evidence exists.
B-22

2

(e)
Impairment (continued)
allowance account which is calculated as the difference between the carrying amount
and the present value of estimated future cash flows, discounted at the original effective
interest rate. When the asset becomes uncollectible, it is written off against the
allowance account. Subsequent recoveries of amounts previously written off are
recognised against the same line item in profit or loss.
increased to the extent that the new carrying amount does not exceed the amortised
cost had no impairment been recognised in prior periods.
2.9 Offsetting of financial instruments

Financial assets and liabilities are offset and the net amount reported in the combined
statement of financial position when there is a legally enforceable right to offset and there is
an intention to settle on a net basis or realise the asset and settle the liabilities
simultaneously.
2.10 Trade and other payables
Trade and other payables represent liabilities for goods and services provided to the Group
prior to the end of the financial year which are unpaid. They are classified as current liabilities
if payment is due within one year or less (or in the normal operating cycle of the business if
longer). Otherwise, they are presented as non-current liabilities.
Trade and other payables are initially recognised at fair value, and subsequently carried at
amortised cost using the effective interest method.
B-23

2
2.12 Leases
When the Group is the lessee
The Group leases office under operating leases from non-related parties.
Leases where substantially all risks and rewards incidental to ownership are retained by the
lessors are classified as operating leases. Payments made under operating leases (net of
any incentives received from the lessors) are recognised in profit or loss on a straight-line
basis over the period of the lease.
2.13 Income taxes
Current income tax for current and prior periods is recognised at the amount expected to be
paid to or recovered from the tax authorities, using the tax rates and tax laws that have been
enacted or substantively enacted by the balance sheet date.
bases of assets and liabilities and their carrying amounts in the combined financial
goodwill or an asset or liability in a transaction that is not a business combination and affects
neither accounting nor taxable profit or loss at the time of the transaction.
A deferred income tax liability is recognised on temporary differences arising on investments
in subsidiaries, except where the Group is able to control the timing of the reversal of the
temporary difference and it is probable that the temporary difference will not reverse in the
foreseeable future.
A deferred income tax asset is recognised to the extent that it is probable that future taxable
profit will be available against which the deductible temporary differences and tax losses can
be utilised.
(i)
at the tax rates that are expected to apply when the related deferred income tax asset
is realised or the deferred income tax liability is settled, based on tax rates and tax laws
that have been enacted or substantively enacted at the balance sheet date; and
B-24

2

(ii)
based on the tax consequence that will follow from the manner in which the Group
expects, at the balance sheet date, to recover or settle the carrying amounts of its
assets and liabilities except for investment property that is measured using the fair
value model. Investment property measured at fair value is presumed to be recovered
entirely through sale.
Current and deferred income taxes are recognised as income and expense in profit or loss,
except to the extent that the tax arises from a business combination or a transaction which
is recognised directly in equity. Deferred tax arising from a business combination is adjusted
against goodwill on acquisition.
2.14 Provisions
Provisions for other liabilities and charges are recognised when the Group has a present
legal or constructive obligation as a result of past events, it is more likely than not that an
outflow of resources will be required to settle the obligation and the amount has been reliably
estimated. Provisions are not recognised for future operating losses.
Provisions are measured at the present value of the expenditure expected to be required to
settle the obligation using a pre-tax discount rate that reflects the current market assessment
of the time value of money and the risks specific to the obligation. The increase in the
provision due to the passage of time is recognised in profit or loss as finance expense.
Employee benefits are recognised as an expense, unless the cost qualifies to be capitalised
as an asset.
Defined contribution plans are post-employment benefit plans under which the Group pays
fixed contributions into separate entities such as the Employees Provident Fund in Malaysia
on a mandatory, contractual or voluntary basis. The Group has no further payment
obligations once the contributions have been paid.
B-25

2

(a)

Items included in the financial statements of each entity in the Group are measured
using the currency of the primary economic environment in which the entity operates
(functional currency). The financial statements are presented in Ringgit Malaysia
(RM), which is the functional currency of the Company.
(b)

Transactions in a currency other than the functional currency (foreign currency) are
translated into the functional currency using the exchange rates at the dates of the
transactions. Currency translation differences resulting from the settlement of such
transactions and from the translation of monetary assets and liabilities denominated in
foreign currencies at the closing rate at the balance sheet date are recognised in profit
or loss. However, in the combined financial statements, currency translation differences
arising from borrowings in foreign currencies and other currency instruments
designated and qualifying as net investment hedges and net investment in foreign
operations, are recognised in other comprehensive income and accumulated in the
currency translation reserve.
(c)
Translation of Group entities financial statements

The results and financial positions of all the Group entities (none of which has the
currency of a hyperinflationary economy) that have a functional currency different from
the presentation currency are translated into the presentation currency as follows:
(i)
Assets and liabilities are translated at the closing exchange rates at the reporting
date;
(ii)
average is not a reasonable approximation of the cumulative effect of the rates
prevailing on the transaction dates, in which income and expenses are translated
using the exchange rates at the dates of the transactions); and

These currency translation differences are reclassified to profit or loss on disposal
or partial disposal of the entity giving rise to such reserve.
B-26

2

Operating segments are reported in a manner consistent with the internal reporting provided
to the Board of Directors whose members are responsible for allocating resources and
assessing performance of the operating segments.
For the purpose of presentation in the combined statements of cash flows, cash and cash
equivalents include cash at bank and on hand, deposits with financial institutions which are
subject to an insignificant risk of change in value.
2.19 Share capital
Dividends to the Companys shareholders are recognised when the dividends are approved
for payment.
Investments in subsidiaries are carried at cost less accumulated impairment losses in the
Companys statement of financial position. On disposal of such investments, the difference
between disposal proceeds and the carrying amounts of the investments are recognised in
profit or loss.
3
Critical accounting estimates, assumptions and judgements

Estimates, assumptions and judgements are continually evaluated and are based on
historical experience and other factors, including expectations of future events that are
believed to be reasonable under circumstances.
B-27

3
Critical accounting estimates, assumptions and judgements (continued)
3.1 Critical accounting estimates and assumptions

Impairment of loans and receivables
Management reviews its loans and receivables for objective evidence of impairment at least
quarterly. Significant financial difficulties of the debtor, the probability that the debtor will
enter bankruptcy, and default or significant delay in payments are considered objective
evidence that a receivable is impaired. In determining this, management has made
judgements as to whether there is observable date indicating that there has been a
significant change in the payment ability of the debtor, or whether there have been significant
changes with adverse effect in the technological, market, economic or legal environment in
which the debtor operates in.
Where there is objective evidence of impairment, management had made judgements as to
whether an impairment loss should be recorded as an expense. In determining this,
management has used estimates based on historical loss experience for assets with similar
credit risk characteristics. The methodology and assumptions used for estimating both the
amount and timing of future cash flows are reviewed regularly to reduce any differences
between the estimated loss and actual loss experience. At the reporting date, management
has assessed that no allowance for impairment is required for the receivables. However,
management has written off certain trade receivables of approximately RM Nil (2014:
RM15,378) as recoverability of these receivables were determined to be doubtful due to the
significant delay in settlements by the customers. The carrying amounts of trade receivables
at the end of each financial year/period ended are disclosed in Note 10.
If the net present values of estimated cash flows had been higher/lower by 10% from
managements estimates for all loans and receivables, the allowance for impairment of the
Group for the financial period ended 30 June 2015 would have been lower/higher by
RM963,000 (31 December 2014: RM220,000).
4
Revenue
30 June
Services rendered
Sale of software licenses
B-28
2015
2014
RM
RM
(Unaudited)
(Unaudited)
16,000,566
3,403,867
641,459
16,642,025
3,403,867

5
Other income net

30 June
Fixed deposits interest income
2014
RM
RM
(Unaudited)
(Unaudited)
18,487
651
29
Government grant
27,995
Sundry income
10,529
1,700
57,691
1,700

2015
30 June
Salaries and bonus

B-29
2015
2014
RM
RM
(Unaudited)
(Unaudited)
3,567,088
371,384
116,225
1,533,830
149,442
43,089
4,054,697
1,726,361

7
Other expenses
30 June
Accommodation
Accounting fee
Insurance and road tax
Petrol, toll and parking
Postage and courier
Printing and stationary
Search fees
Subscription fee
Travelling expenses
Others
2015
2014
RM
RM
(Unaudited)
(Unaudited)
34,354
20,876
29,556
44,085
53,113
9,850
28,641
22,632
57,947
57,739
66,437
46,081
197,861
144,793
6,325
6,000
19,946
15,378
22,995
12,502
5,172
486
23,499
11,431
4,590
28,203
39,427
6,910
20,153
19,754
813,965
242,771
Income taxes
Income tax expense
30 June
2015
2014
RM
RM
(Unaudited)
(Unaudited)
1,626,471
266,764
Tax expense attributable to profit is made up of:

B-30

8
Income taxes (continued)

The tax on the Groups profit before tax differs from the theoretical amount that would arise
using the standard rate of income tax is as follows:
30 June
2015
2014
RM
RM
(Unaudited)
(Unaudited)
Profit before tax
7,704,969
1,195,393
Tax calculated at tax rate of 25% (2014: 25%)
1,926,242
298,848
Effects of:
(193,855)
Expenses not deductible
32,771
(138,685)
Other
(2)
Tax charge
1,626,471
(7,674)
590
(25,000)
266,764
Tax in respect of small and medium scale companies with paid up capital of RM 2,500,000
and below is calculated at the statutory tax rate of 20% (2014: 20%) on chargeable income
up to RM500,000, under paragraph 2A, Schedule 1 of the Income Tax Act, 1967. For
chargeable income in excess of RM500,000, the tax rate of 25% (2014: 25%) is applicable.
Pioneer Status
On 21 September 2012, PTA Global Business Services Sdn. Bhd. (PTAGBS) was granted
Multimedia Super Corridor (MSC) status. The MSC status will entitle the PTAGBS for pioneer
status under the Promotion of Investments Act 1986. The PTAGBS has applied for the
commencement of pioneer status and obtained the approval from the Ministry of International
Trade and Industry Malaysia. The pioneer status has commenced on 1 March 2014 and will
expire on 28 February 2019. As at 31 December 2014 and 30 June 2015, the PTAGBS has
tax exempt profits available for distribution of approximately RM 300,000 subject to
agreement with Inland Revenue Board.
On November 2012, Columbus Softnex Sdn. Bhd. received MSC status and is therefore
exempted from paying tax for a period of five years commencing 2 January 2013. Hence,
there is no tax charge for the financial year under review.
B-31

9
Earnings per share

profit attributable to equity holders of the Company for the financial period ended 30 June
2015 and on 123,000,000 ordinary shares, representing the issued and paid-up share capital
immediately after the Restructuring Exercise and Sub-division (30 June 2014: 250,000
ordinary shares, representing the aggregate amount of the paid-up share capital).
There were no diluted earnings per share for the financial period ended 30 June 2015 and
30 June 2014 as there were no potential ordinary shares outstanding.
30 June
2015
30 June
2014
RM
RM
(Unaudited)
(Unaudited)
4.92
371.45
30 June
2015
31 December
2014
RM
RM
(Unaudited)
(Audited)
9,636,364
2,204,096
Other receivables non-related parties
130,775
12,731
Deposits
234,498
86,748
11,828
841
176,908
10,190,373
2,304,416
10
Prepayments
Deferred IPO expenses
B-32

11
12

30 June
2015
31 December
2014
RM
RM
(Unaudited)
(Audited)
1,697,391
1,867,832
2,021,076
1,002,589
3,718,467
2,870,421

Furniture
Computers and fittings
RM
RM
Motor
vehicles
RM
Office
equipment Renovation
RM
RM
Total
RM
30 June 2015
(Unaudited)
Cost
At 1 January 2015
226,788
109,824
28,978
100,410
466,000
Arising from business

combination
575,766
32,418
200,000
56,785
14,395
879,364
Reclassification from
development cost in
progress (Note 14)
257,077
257,077
35,401
1,100
5,850
1,034
43,385
1,095,032
143,342
200,000
91,613
115,839
1,645,826
At 1 January 2015
155,254
80,690
18,489
61,142
315,575
Arising from business

combination
382,634
22,335
180,000
45,198
2,878
633,045
69,323
6,199
5,000
5,266
7,368
93,156
607,211
109,224
185,000
68,953
71,388
1,041,776
487,821
34,118
15,000
22,660
44,451
604,050
Additions
At 30 June 2015
Accumulated
depreciation
Depreciation charge
At 30 June 2015
Net book value
At 30 June 2015
B-33

12
Computers
Furniture
and fittings
RM
RM
RM
RM
RM
183,001
102,661
28,709
100,410
414,781
43,787
7,163
2,699
53,649
(2,430)
(2,430)
226,788
109,824
28,978
100,410
466,000
125,875
70,437
16,441
48,053
260,806
29,379
10,253
3,991
13,089
56,712
155,254
80,690
18,488
61,142
315,574
71,534
29,134
10,490
39,268
150,426
2014
Office
equipment Renovation
Total
Cost
At 1 January 2014
Additions
Written-off
At 31 December 2014
At 1 January 2014
Depreciation charge
Written-off
At 31 December 2014
(1,944)
(1,944)
Net book value

At 31 December 2014
13
Beginning of financial period/year
30 June
2015
31 December
2014
RM
RM
(Unaudited)
(Audited)
Arising from business combination
5,540
End of financial period/year
5,540
The financial information of associated company is not significant to the Group.
B-34

13
Investment in associated company (continued)

Set out below is the associated company of the Group as at 31 December 2014, which, in the
opinion of the directors, is not material to the Group. The associated company as listed below
has share capital consisting solely of ordinary shares, which are held directly by the Group;
the country of incorporation is also its principal place of business.
Name of Company
Columbus Advisory
UK Limited
Dormant
Equity holding
Country of
business/
incorporation
30 June
2015
31 Dec
2014
50
United Kingdom
On 11 September 2015, the Group disposed its 50% equity interest amounting to 1,000
shares of 1.00 each in Columbus Advisory UK Limited to the existing shareholder who is an
independent third party without consideration.
14

30 June
2015
31 December
2014
RM
RM
(Unaudited)
(Audited)
EMS Software:
At beginning of the period/year
257,077
(257,077)
Capitalised during the period/year
147,643
At end of the period/year
147,643

Reclassification to property, plant and
equipment (Note 12)
B-35

15

30 June
2015
31 December
2014
RM
RM
(Unaudited)
(Audited)
Trade payables non-related parties
2,225,786
1,990,330
Amount due to director
415,915
Other payables non-related parties
686,652
90
3,328,353
1,990,420
Accruals
The amount due to director is unsecured, interest free and is repayable on demand.
16
Deferred income taxes

appropriate offsetting, are shown on the balance sheet as follows:
30 June
2015
31 December
2014
RM
RM
(Unaudited)
(Audited)
19,840
14,500
Deferred income tax liabilities, representing

accelerated tax depreciation
B-36

16
Deferred income taxes (continued)

17
30 June
2015
31 December
2014
RM
RM
(Unaudited)
(Audited)
Beginning of financial period/year
14,500
11,900
5,340
Tax charge to profit or loss
2,600
End of financial period/year
19,840
14,500
No. of
ordinary
share
Amount
Share capital
RM
30 June 2015 (Unaudited)
250,000
250,000
New shares to be issued as consideration for

acquisition of subsidiaries (Note 23)
554,999
1,889,461
Issue of ordinary shares

*
804,999
99,998
2,239,459
Issue of ordinary shares by PTA Global Business Services Sdn. Bhd. to its existing shareholders prior to
the Restructuring Exercise.
31 December 2014 (Audited)

Beginning and end of financial year
250,000
There is no par value for these ordinary shares.
B-37
250,000

17
Share capital (continued)

The Company has not been incorporated as at 30 June 2015. Accordingly, the share capital
of the Group refers to the share capital of Taxand Malaysia Sdn. Bhd. as at 30 June 2015.
Subsequent to 30 June 2015, the Company was incorporated on 21 August 2015 with issued
and paid-up share capital of SGD3.00 comprising of 3 ordinary shares of SGD1.00 each.
18
Dividends
30 June
2015
31 December
2014
RM
RM
(Unaudited)
(Audited)
1,500,000
400,000
150,000
1,650,000
400,000
Ordinary dividends paid during the period/year

Taxand Malaysia Sdn. Bhd.:
Final tax exempt dividend of RM6
(31 December 2014: RM1.6) per share
PTA Global Business Services Sdn. Bhd.:
Final tax exempt dividend of RM1.5
(31 December 2014: Nil) per share
The dividends have been declared by the subsidiaries of the Company, Taxand Malaysia
Sdn. Bhd. and PTA Global Business Services Sdn. Bhd., to its existing shareholders prior to
the Restructuring Exercise. The dividend per share is calculated based on the number of
ordinary shares of the respective companies in issue as at date of dividend declaration.
B-38

19
Commitments
Operating lease commitments where the Group is a lessee
The Group leases office premises from non-related parties under non-cancellable operating
lease agreements. The leases have varying terms, escalation clauses and renewal rights.
at the balance sheet date but not recognised as liabilities, are as follows:
30 June
2015
31 December
2014
RM
RM
(Unaudited)
(Audited)
596,040
305,280
Between one and five years
608,071
152,640
1,204,111
457,920
The Group leases a number of office premises under operating leases. Such leases have
fixed terms ranging from 2 to 3 years, with some leases having an option to renew the lease
after the expire of the initial fixed term for a further term of 2 to 3 years. The Group expects
to meet operating lease commitments using cash generated from operations.
20

The Groups activities expose it to market risk (including currency risk, price risk and interest
risk), credit risk, liquidity risk and capital risk. The Groups overall risk management strategy
seeks to minimise adverse effects from the unpredictability of financial markets on the
Groups financial performance.
financial risk management for the Group. This includes establishing detailed policies such as
authority levels, oversight responsibilities, risk identification and measurement, and
exposure limits.
monitors financial risks in close co-operation with the Groups operating units. The finance
personnel measures actual exposures against the limits set and prepares periodic reports for
review by the Executive Directors. Regular reports are also submitted to the Board of
Directors.
B-39

20

Financial risk factors (continued)
(a)
Market risk
(i)
Currency risk
Foreign currency risk arose
than the functional currency
not exposed to significant
transactions denominated in
(ii)
from transactions denominated in currencies other

of the Group. The Groups business operations are
foreign currency risks as it has no significant
foreign currencies.

due to changes in market interest rates. As the Group has no significant interest
bearing assets and liabilities, the Groups income is substantially independent of
changes in market interest rates.
(b)
Credit risk
resulting in financial loss to the Group. The major classes of financial assets of the
Group are cash and cash equivalents and trade and other receivables. For trade
receivables, the Group adopts the policy of dealing only with customers of appropriate
credit history. For other financial assets, the Group adopts the policy of dealing only with
high credit quality counterparties.
The Group has no significant concentrations of credit risk for each class of its financial
assets.
As the Group does not hold any collateral, the maximum exposure to credit risk for each
class of financial instruments is the carrying amount of that class of financial
instruments presented on the statement of financial position.
B-40

20

(b)

30 June
2015
31 December
2014
RM
RM
(Unaudited)
(Audited)
Non-related parties
9,636,364
2,204,096
Malaysia
9,636,364
2,204,096
(i)

Cash and cash equivalents that are neither past due nor impaired are mainly
substantially companies with a good collection track record with the Group.
(ii)

Past due < 3 months

30 June
2015
31 December
2014
RM
RM
(Unaudited)
(Audited)
7,396,365
1,918,493
321,506
1,675,114
286,612
242,370
9,636,364
2,204,096
The Group believes that the unimpaired amounts that are past due are still
B-41

20

(c)
Liquidity risk
commitments. The Groups objective is to maintain a balance between continuing of
funding and the ability to close out market positions at a short notice. As at balance
sheet date, assets held by the Group for managing liquidity risk included cash and
short-term deposits as disclosed in Note 11.
The table below analyses the Groups financial liabilities into relevant maturity
groupings based on the remaining period from the balance sheet date to the contractual
Within 1 year
At 30 June 2015 (Unaudited)
3,328,353
At 31 December 2014 (Audited)

(d)
1,990,420
Capital risk
The Groups objectives when managing capital are to safeguard the Groups ability to
continue as a going concern and to maintain an optimal capital structure so as to
maximise shareholder value. In order to maintain or achieve an optimal capital
structure, the Group may adjust the amount of dividend payment, return capital to
shareholders, issue new shares, buy back issued shares, obtain new borrowings or sell
assets to reduce borrowings.
Management monitor capital based on a gearing ratio. The gearing ratio is calculated
as net debt divided by total capital. Net debt is calculated as borrowings plus trade and
other payables and less cash and cash equivalents. Total capital is calculated as total
equity plus net debt.
B-42

20

(d)
Capital risk (continued)
Net (cash)/debt
31 December
2014
RM
RM
(Unaudited)
(Audited)
(390,114)
(880,001)
Total equity
9,409,816
2,941,859
Total capital
9,019,702
2,061,858
N.A. (1)
Gearing ratio
(1)
(e)
30 June
2015
N.A. (1)
The Companys cash position exceeds the total of trade and other payables, borrowings and contingent
consideration payable. The Group is in a net cash position for the financial period ended 30 June 2015
and financial year ended 31 December 2014.

(f)

on the face of the statement of financial position, except for the following:

B-43
30 June
2015
31 December
2014
RM
RM
(Unaudited)
(Audited)
13,720,104
5,173,996
3,328,353
1,990,420

21

transactions took place between the Group and related parties at terms agreed between the
parties:
(a)

Key management personnel compensation is as follows:
30 June
2015
30 June
2014
RM
RM
(Unaudited)
(Unaudited)
Directors
22
Salaries and bonus
977,000
270,000
125,490
40,500
1,102,490
310,500
Segment information
For management purposes, the Group is organised into the following reportable operating
segments as follows:
1.
Tax Advisory segment mainly relates to the provision of corporate and individual tax
compliance, training and knowledge management services.
2.
Business Consultancy segment mainly relates to governance and compliance

assessment, internal audit services, business continuity management and financial
management.
3.
EMS Application segment mainly relates to selling licensing of the Enterprises Risk
Management software.
4.
Business Support segment mainly relates to provision of corporate secretarial services,

accounting, payroll and administration support.
Segment performance is evaluated by the Groups management based on the segment

results which represent the gross profit earned by each segment. All segment revenue and
expenses are directly attributable to the segments.
Inter-segment transfers are eliminated on consolidation.
B-44

22
Segment information (continued)

Segment information about the Groups reportable segments is as follows:
Tax
Advisory
Business
Consultancy
EMS
Application
Business
Support
Total
RM
RM
RM
RM
RM
5,960,902
8,838,344
641,459
1,201,320
16,642,025
3,339,173
3,364,968
391,656
590,685
7,686,482
18,487
18,487
3,357,660
3,364,968
391,656
590,685
7,704,969
(44,217)
(1,626,471)

Revenue
Sales to external parties
Results
Segment results
Interest income
Income tax expense
(784,748)
(797,506)
Profit for the period
2,572,912
2,567,462
391,656
546,468
6,078,498
Segment assets
6,036,499
6,319,697
1,035,770
1,097,199
14,489,165
Unallocated asset:
176,908
Total assets
14,666,073
Segment assets includes:

Investments in associated
company
Additions of:
Property, plant and
equipment
Segment liabilities
5,540
5,540
25,324
1,200
16,861
43,385
1,526,636
3,519,876
50,172
159,573
5,256,257
B-45

22

Tax
Advisory
Business
Consultancy
EMS
Application
Business
Support
Total
RM
RM
RM
RM
RM
3,403,867
3,403,867
1,195,393
1,195,393
1,195,393
1,195,393

Revenue
Results
Segment results
Interest income
Income tax expense
(266,764)
(266,764)
928,629
928,629
5,325,263
5,325,263
41,252
41,252
2,383,404
2,383,404
Segment assets
Additions of:
Property, plant and
equipment
Segment liabilities
Geographical information:
Revenue and profit of Group are mainly derived from provision of tax advisory, business
consultancy, EMS application and business support services in Malaysia which forms the
Groups strategic business.
The principal assets employed by the Group are located in Malaysia. Accordingly, no other
segmental information by geographical segment is presented.
Major customer information:
The Group does not have revenue concentration risk from any one or more customers.
Revenue is spread over a large number of clients.
B-46

23
Business combination
On 22 October 2015, the Groups acquisitions of 100% equity interest in PTA Corporate
Services Sdn. Bhd., PTA Global Business Services Sdn. Bhd., Columbus Advisory Sdn. Bhd.,
Columbus Softnex Sdn. Bhd. and Columbus HR Consulting Sdn. Bhd. were completed.
Pursuant to the Sale and Purchase Agreements and the Restructuring Exercise as disclosed
in 1.2, the rights and benefits relating to the shares of the mentioned entities accrued to the
Group from 1 January 2015. The principal activities of the acquired entities are disclosed in
Note 3.1.
The total purchase consideration of RM1,889,461 is settled in full in the form of 554,999
ordinary shares in the Company.
Details of the consideration paid, the assets acquired and liabilities assumed, and the effects
on the cash flows of the Group, at the acquisition date, are as follows
a.
Purchase consideration
30 June 2015
RM
Shares issued (Note 17)
b.
1,889,461
Effect on cash flows of the Group

30 June 2015
RM
Cash paid
Less: Cash and cash equivalents of subsidiaries acquired
138,578
Cash inflow on acquisition
138,578
B-47

23
Business combination (continued)

c.
Identifiable assets acquired and liabilities assumed

30 June 2015
RM
At fair values
2,666,182
Cash and cash equivalents
138,578
Investments in associated company
d.
24
5,540
246,319
257,077
Total assets
3,313,696
1,401,153
17,742
5,340
Total liabilities
1,424,235
Net tangible assets
1,889,461
The carrying value of the receivables acquired approximates their fair value and no
receivables were identified to be impaired.
New or revised accounting standards and interpretations

Below are the mandatory standards, amendments and interpretations to existing standards
that have been published, and are relevant for the Groups accounting periods beginning on
or after 1 July 2015 or later periods and which the Group has not early adopted:
Reference
Description
Effective date
(Annual periods
FRS 1
Amendments to FRS 1: Disclosure

Initiative
1 January 2016
Amendments to
FRS 16 and FRS 38
Clarification of Acceptable Methods

of Depreciation and Amortisation
1 January 2016
B-48

24
Reference
Description
Effective date
(Annual periods
FRS 16, FRS 41

1 January 2016
FRS 27
Amendments to FRS 27: Equity

Method In Separate Financial
Statements
1 January 2016
FRS 110, FRS 28
Amendments to FRS 110 and FRS

28: Sale or Contribution of Assets
between an Investor and its
Associate or Joint Venture
1 January 2016
FRS 110, FRS112,

FRS 28
Amendments to FRS 110, FRS112

and FRS 28: Investment Entities:
Applying the Consolidation Exception
1 January 2016
FRS 111
Amendments to FRS 111: Accounting

for Acquisitions of Interests in Joint
Operations Exception
1 January 2016
FRS 114
1 January 2016
Various
Improvements to FRS (November

2014)
1 January 2016
FRS 115
Revenue from Contracts with

Customers
1 January 2017
FRS 109
1 January 2018
The directors do not anticipate that the adoption of the above FRS in future financial periods
will have a material impact on the financial statements of the Group.
25
Authorisation of financial statements

These combined financial statements have been prepared for inclusion in the Offer
Document of Axcelasia Inc. (the Company) and were authorised for issue by the Board of
Directors of the Company on 18 November 2015.
B-49

31 DECEMBER 2014 AND THE FINANCIAL PERIOD ENDED 30 JUNE 2015
18 November 2015
Axcelasia Inc.
13A.05, Level 13A
Wisma Goldhill
50200 Kuala Lumpur
Dear Sirs
INDEPENDENT AUDITORS ASSURANCE REPORT ON THE COMPILATION OF UNAUDITED
PRO FORMA FINANCIAL INFORMATION OF AXCELASIA INC.
We have completed our assurance engagement to report on the compilation of the Unaudited
Pro Forma Financial Information of Axcelasia Inc. (the Company) and its subsidiary (collectively
referred to as the Group) and PTA Corporate Services Sdn. Bhd., PTA Global Business Services
Sdn. Bhd., Columbus Advisory Sdn. Bhd. and Columbus Softnex Sdn. Bhd. (collectively referred
to as the Enlarged Group) by the Management of the Enlarged Group (Management). The Pro
Forma Financial Information of Axcelasia Inc. consists of the pro forma statement of financial
position as at 31 December 2014 and 30 June 2015, the pro forma statement of comprehensive
income for the financial year ended 31 December 2014 and the financial period from 1 January
2015 to 30 June 2015, the pro forma statement of cash flows for the financial year ended 31
December 2014 and the financial period from 1 January 2015 to 30 June 2015, and related notes
(collectively, the Notes to Unaudited Pro Forma Financial Information) as set out on pages C-7
to C-57 to be issued in connection with the Offer Document dated 18 November 2015 in respect
of the initial public offering of shares of the Company (the Offer Document). The Unaudited Pro
Forma Financial Information of the Enlarged Group has been prepared for illustrative purposes
only and are based on certain assumptions and after making certain adjustments deemed
appropriate by the Management. The applicable criteria on the basis of which the Management
has compiled the Unaudited Pro Forma Financial Information are described in Note 3.
The Unaudited Pro Forma Financial Information has been compiled by the Management to
illustrate the impact of the event or transaction set out in Note 2 on:
(i)
the unaudited pro forma statement of financial position of the Enlarged Group as at
31 December 2014 and 30 June 2015 as if the event or transaction had occurred on those
dates;
(ii)
the unaudited pro forma statement of comprehensive income of the Enlarged Group for the
financial year ended 31 December 2014 and the financial period from 1 January 2015 to
30 June 2015 as if the event or transaction had occurred on 1 January 2014 and 1 January
2015 respectively; and
(iii) the unaudited pro forma statement of cash flows of the Enlarged Group for the financial year
ended 31 December 2014 and the financial period from 1 January 2015 to 30 June 2015 as
if the event or transaction had occurred on 1 January 2014 and 1 January 2015 respectively.
C-1

PRO FORMA FINANCIAL INFORMATION OF AXCELASIA INC. (continued)
As part of this process, information about the Enlarged Groups financial position, financial results
and cash flows have been extracted by the Management from:
(a)
the audited combined financial statements of the Group for the financial year ended 31
December 2014 on which an audit report has been published; and
(b)
the unaudited combined financial information of the Enlarged Group for the financial year
ended 31 December 2014 and the financial period from 1 January 2015 to 30 June 2015.
The Managements Responsibility for the Unaudited Pro Forma Financial Information
The Management is responsible for compiling the Unaudited Pro Forma Financial Information on
the basis of the applicable criteria as described in Note 3.
Auditors Responsibility
Our responsibility is to express an opinion about whether the Unaudited Pro Forma Financial
Information has been compiled, in all material respects, by the Management on the basis of the
applicable criteria as described in Note 3.
We conducted our engagement in accordance with Singapore Standard on Assurance
Engagements (SSAE) 3420, Assurance Engagements to Report on the Compilation of Pro Forma
Financial Information Included in a Prospectus issued by the Institute of Singapore Chartered
Accountants. This standard requires that the auditors comply with ethical requirements and plan
and perform procedures to obtain reasonable assurance about whether the Management has
compiled, in all material respects, the Unaudited Pro Forma Financial Information on the basis of
the applicable criteria as described in Note 3.
For purposes of this engagement, we are not responsible for updating or reissuing any reports or
opinions on any historical financial information used in compiling the Unaudited Pro Forma
Financial Information, nor have we, in the course of this engagement, performed an audit or
review of the financial information used in compiling the pro forma financial information.
The purpose of the Unaudited Pro Forma Financial Information included in the prospectus is solely
to illustrate the impact of a significant event or transaction on unadjusted financial information of
the entity as if the event had occurred or the transaction had been undertaken at an earlier date
selected for purposes of the illustration. Accordingly, we do not provide any assurance that the
actual outcome of the event or transaction at the respective dates would have been as presented.
A reasonable assurance engagement to report on whether the Unaudited Pro Forma Financial
Information has been compiled, in all material respects, on the basis of the applicable criteria
involves performing procedures to assess whether the applicable criteria used by the
Management in the compilation of the Unaudited Pro Forma Financial Information provide a
reasonable basis for presenting the significant effects directly attributable to the event or
transaction, and to obtain sufficient appropriate evidence about whether:
The related pro forma adjustments give appropriate effect to those criteria; and
The Unaudited Pro Forma Financial Information reflects the proper application of those
adjustments to the unadjusted financial information.
C-2

PRO FORMA FINANCIAL INFORMATION OF AXCELASIA INC. (continued)
The procedures selected depend on the auditors judgement, having regard to his understanding
of the nature of the Company, the event or transaction in respect of which the Unaudited Pro
Forma Financial Information has been compiled, and other relevant engagement circumstances.
The engagement also involves evaluating the overall presentation of the Unaudited Pro Forma
Financial Information.
We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.
Opinion
In our opinion:
(a)
(b)
the Pro Forma Financial Information has been compiled:

(i)
in a manner consistent with the accounting policies adopted by the Group in its latest
audited combined financial statements (or where information is not available in the
financial statements, from accounting records of the Enlarged Group);
(ii)
on the basis of the applicable criteria stated in Note 3 of the Unaudited Pro Forma
Financial Information; and
each material adjustment made to the information used in the preparation of the Unaudited
Pro Forma Financial Information is appropriate for the purpose of preparing such unaudited
financial information.

Singapore
18 November 2015
C-3

Unaudited Pro-Forma Statement of Comprehensive Income
For The Financial Year Ended 31 December 2014 And The Financial Period
From 1 January 2015 to 30 June 2015
Note
1 January 2014 to
31 December 2014
1 January 2015 to
30 June 2015
RM
RM
Revenue
14,485,647
16,642,025
Other income net
198,616
57,691
Expenses
equipment
14
(201,719)
(93,156)
(8,291,111)
(4,054,697)
(313,797)
(56,566)
(585,707)
(329,775)
Subcontractors fee
(253,312)
(3,646,588)
(1,205,079)
(819,505)
(10,850,725)
(9,000,287)
3,833,538
7,699,429
Other expenses
Total expenses
Income tax expense
10

(587,661)
(1,626,471)
3,245,877
6,072,958
3,245,877
6,051,508
21,450
3,245,877
6,072,958
2.64
4.92
Total comprehensive income attributable

to:
Non-controlling Interests
Earnings per share for profit attributable

to equity holders of the Company
(cents per share)
Basic and diluted earnings
11
C-4

Unaudited Pro-Forma Statement of Financial Position
As At 31 December 2014 And 30 June 2015
Note
31 December 2014
30 June 2015
RM
RM
4,970,598
1,358,999
10,190,373
3,718,467
6,329,597
13,908,840
396,745
257,077
604,050
147,643
653,822
751,693
6,983,419
14,660,533
3,391,573
396,226
3,328,353
1,908,064
3,787,799
5,236,417
19,840
19,840
19,840
19,840
Total liabilities
3,807,639
5,256,257
NET ASSETS
3,175,780
9,404,276
1,379,280
1,796,500
2,239,459
7,093,367
3,175,780
9,332,826
71,450
TOTAL EQUITY
3,175,780
9,404,276
ASSETS
Current assets
12
13
Non-current assets
14
15
Total assets
LIABILITIES
Current liabilities
16
17
EQUITY
Capital and reserves attributable to the
equity holders of the Enlarged Group
Share capital
Retained profits
18
C-5

Unaudited Pro-Forma Statement of Cash Flows
1 January 2014 to
31 December 2014
1 January 2015 to
30 June 2015
RM
RM
3,245,877
6,072,958
10
14
9
9
587,661
201,719
26,436
486
1,626,471
93,156
7
9
9
7
7
(20,000)
5,540
16,387
(142,057)
(6,074)
Note
Cash flow from operating activities

Net profit
Adjustments for:
Income tax expense
Allowance for doubtful debts
Gain on disposal of property, plant and
equipment
Loss on disposal of associated company
Government grant
Fixed deposit interest income
5,540
(27,995)
(18,487)
3,915,975
7,751,643
(2,094,453)
422,431
(5,219,774)
(479,134)
Cash provided by operations

Interest received
Income tax paid
2,243,953
6,074
(214,645)
2,052,735
18,487
(114,634)
Net cash provided by operating activities
2,035,382
1,956,588
Changes in working capital:


Acquisition of subsidiaries, net of cash acquired
Proceeds from disposal of property, plant and
equipment
14
24
(275,297)
226,555
(5,540)
(257,077)
20,000
(43,385)
138,578
(147,643)
(291,359)
(52,450)

Dividends paid
Proceeds from issuance of ordinary shares
Advances from directors
Government grant received
(2,179,664)
281,288
96,265
(1,650,000)
149,998
415,915
27,995
(1,802,111)
(1,056,092)

bank balances
Beginning of the financial year/period
(58,088)
End of the financial year/period
13
C-6
848,046
1,417,087
2,870,421
1,358,999
3,718,467

Notes to Unaudited Pro-Forma Financial Information
These selected notes form an integral part of and should be read in conjunction with the
accompanying unaudited pro forma financial information of the Enlarged Group.
1.
General information
The Pro Forma Financial Information of Axcelasia Inc. (the Company) and its subsidiaries
(collectively referred to as the Enlarged Group) for the financial year ended 31 December
2014 and the financial period from 1 January 2015 to 30 June 2015 has been prepared for
inclusion in the Offer Document of the Company in connection with the initial public offering
of ordinary shares of the Company on the Catalist, the Sponsor-supervised listing platform
of the Singapore Exchange Securities Trading Limited.
The principal activities of the Companys subsidiaries are disclosed in Note 3.1.
2.
Significant events
(a)
On 22 October 2015, acquisition by Taxand Malaysia Sdn. Bhd. of the entire issued and
paid-up share capital of the following companies for an aggregate consideration of
RM1,889,461 were completed. Pursuant to the Sale and Purchase Agreements and the
Restructuring Exercise, the rights and benefits arising to the shares of the following
companies accrued to the Group from 1 January 2015.
1.
PTA Corporate services Sdn. Bhd.
2.
PTA Global Business Services Sdn. Bhd.
3.
Columbus Advisory Sdn. Bhd.
4.
Columbus Softnex Sdn. Bhd.
(b)
On 21 October 2015, acquisition of the 1% issued and paid-up share capital of the
Columbus HR Consulting Sdn. Bhd. for an aggregate consideration of RM1,000 was
completed;
(c)
On 6 March 2015, Taxand Malaysia Sdn. Bhd. declared and paid final dividend of
RM1,500,000 in respect of the financial year ended 31 December 2014 to its existing
shareholders on RM6.00 per share. On 7 May 2015, PTA Global Business Services
Sdn. Bhd. declared and paid final dividend of RM150,000 in respect of the financial year
ended 31 December 2014 to its existing shareholders on RM1.50 per share.
(d)
On 11 September 2015, Columbus Advisory Sdn. Bhd. disposed its 50% equity interest
amounting to 1,000 shares of 1.00 each in Columbus Advisory UK Limited to the
existing shareholder who is an independent third party without consideration.
C-7

3.
Basis of preparation and compilation of the pro forma financial information

3.1 Details of the Enlarged Group
Upon completion of the Proposed Acquisition, the Enlarged Group will have the
following subsidiaries.
Percentage of equity held
Name of Malaysian
subsidiaries
Country of
incorporation
31 December
2014
30 June
2015
Taxand Malaysia
Sdn. Bhd.
Malaysia
Provision of tax
compliance, tax
advisory, training and
knowledge
management services
100%
100%
PTA Corporate
Services Sdn. Bhd.
Malaysia
Providing company
secretarial services
100%
100%
PTA Global Business

Services Sdn. Bhd.
Malaysia
Provision of
accounting, payroll
and administration
support services
100%
100%
Columbus Advisory
Sdn. Bhd.
Malaysia
Provision of
management
100%
100%
Columbus Softnex
Sdn. Bhd.
Malaysia
ERM Application
Software
100%
100%
Columbus HR
Consulting
Sdn. Bhd.
Malaysia
Providing HR
51%
51%
C-8

3.

(continued)
3.2 The Pro Forma Financial Information of the Enlarged Group is presented in Malaysian
Ringgit (RM) unless otherwise indicated. The unaudited pro forma financial
information of the Enlarged Group, has been prepared for illustrative purposes only and
are based on certain assumptions after making certain adjustments to show what:
(a)
The financial results of the Enlarged Group for the year ended 31 December 2014
and the financial period from 1 January 2015 to 30 June 2015 would have been if
the significant events, described in Note 2 to the Pro Forma Financial Information,
had occurred at 1 January 2014 and 1 January 2015 respectively;
(b)
The financial position of the Enlarged Group as at 31 December 2014 and 30 June
2015 would have been if the significant events had occurred at 31 December 2014
and 30 June 2015 respectively; and
(c)
The cash flows of the Enlarged Group for the year ended 31 December 2014 and
the period ended 30 June 2015 would have been if the significant events had
occurred at 1 January 2014 and 1 January 2015 respectively.
Upon completion of a purchase price allocation exercise relating to the acquisitions as

described in Note 2(a), the values of the assets acquired and liabilities assumed
included in this unaudited pro forma financial information may differ from its fair values
at the acquisition date.
The Pro Forma Financial Information of the Enlarged Group, because of its nature, may
not give a true picture of the Groups actual financial results, financial position and cash
flows and is not necessarily indicative of the results of operations or related effects on
the financial position that would have been obtained had the Enlarged Group actually
existed earlier.
C-9

3.

(continued)
3.3 The Pro Forma Financial Information of the Enlarged Group has been compiled based
on the following:
(a)
the audited combined financial statements of the Group for the financial year
ended 31 December 2014, which were prepared in accordance with the Singapore
Financial Reporting Standards (SFRS) and audited by Nexia TS Public
Accounting Corporation, in accordance with Singapore Standards on Auditing;
(b)
the financial statements of the subsidiaries for the financial year ended
31 December 2014, which were audited by the respective entities auditors and
reviewed by Nexia TS Public Accounting Corporation for purposes of inclusion in
the Pro Forma Financial Information;
(c)
the unaudited combined financial statements of the Group for the financial period
from 1 January 2015 to 30 June 2015, which were prepared in accordance with the
Singapore Financial Reporting Standards and reviewed by Nexia TS Public
Accounting Corporation, in accordance with Singapore Standard on Review
Engagements for purposes of inclusion in the Pro Forma Financial Information;
and
(d)
the accounting policies which are consistent with those to be applied by the
Enlarged Group which are disclosed in Note 5.
3.4 The auditors report on the audited combined financial statements of the Group used in
the compilation of the Pro Forma Financial Information for the financial year ended 31
December 2014 do not contain any qualification.
C-10
Total expenses
Revenue
Other income net
Expenses
Depreciation of property,
plant and equipment
Referral fees, and research
charges
Subcontractor fee
Other expenses
(269)
(46,928)
(101,076)
(143,128)
(339,345)
(479,275)
(397,647)
(3,000)
(246,374)
(56,712)
(5,212,135)
(6,230,595)
[b]
609,900
[a]
440,288
3,240
8,301,642
17,925
(310,128)
(46,120)
(24,287)
(239,721)
RM
RM
RM
C-11
(3,291,871)
(170,400)
(125,761)
(253,312)
(393,918)
(41,901)
(2,306,579)
[c]
3,611,979
325,393
RM
(614,944)
(27,553)
(200,983)
(100,106)
(286,302)
[d]
1,521,838
142,058
RM
[e]
(290,000)
RM
Per audited
Per audited
Per audited
Per audited
Statement of
Statement of
Statement of
Statement of
Per audited
Comprehensive
Comprehensive
Comprehensive
Comprehensive
Combined
Income of PTA
Income of PTA
Income of
Income of
Statement of
Corporate
Global Business
Columbus
Columbus
Comprehensive
Services Sdn.
Services Sdn.
Advisory Sdn.
Softnex Sdn.
Adjustments
Income for
Bhd. for the
Bhd. for the
Bhd. for the
Bhd. for the
arising from the
the financial
financial year
financial year
financial year
financial year
acquisition of
year ended
ended
ended
ended
ended
[a] [d] as at
31 December 2014 31 December 2014 31 December 2014 31 December 2014 31 December 2014 31 December 2014
Pro Forma Adjustment
(5,540)
(5,540)
[f]
RM
Adjustment to
reflect the
disposal of
equity interest
in associated
company
(10,850,725)
(313,797)
(585,707)
(253,312)
(1,205,079)
(201,719)
(8,291,111)
14,485,647
198,616
RM
Unaudited Pro
Forma
Consolidated
Statement of
Comprehensive
Income for
the financial
year ended
31 December 2014
The following adjustments have been made in arriving at the Unaudited Pro Forma Statement of Comprehensive Income for the financial year
ended 31 December 2014:
4.1 Unaudited Pro Forma Statement of Comprehensive Income for the financial year ended 31 December 2014
Statement of adjustments

APPENDIX C INDEPENDENT AUDITORS ASSURANCE REPORT ON THE COMPILATION OF UNAUDITED

PRO FORMA FINANCIAL INFORMATION OF AXCELASIA INC. AND ITS SUBSIDIARIES FOR THE FINANCIAL YEAR ENDED
2,088,972
(497,735)
1,591,237
1,591,237

Income tax expense
Total comprehensive
income/loss), representing
net profit/(loss)
Total comprehensive
(loss)/income attributable to:
Equity holders of the Enlarged
Group
RM
35,706
299,772
299,772
[b]
299,772
[a]
45,881
(10,175)
35,706
RM
RM
C-12
565,750
565,750
[c]
645,501
(79,751)
RM
1,048,952
1,048,952
[d]
1,048,952
RM
(290,000)
(290,000)
[e]
(290,000)
RM
Per audited
Per audited
Per audited
Statement of
Statement of
Statement of
Per audited
Per audited
Comprehensive
Comprehensive
Comprehensive
Statement of
Combined
Income of PTA
Income of PTA
Income of
Comprehensive
Statement of
Corporate
Global Business
Columbus
Income of
Comprehensive
Services Sdn.
Services Sdn.
Advisory Sdn.
Columbus
Adjustments
Income for
Bhd. for the
Bhd. for the
Bhd. for the
Softnex Sdn. Bhd. arising from the
the financial
financial year
financial year
financial year
for the financial
acquisition of
year ended
ended
ended
ended
year ended
[a] [d] as at
31 December 2014 31 December 2014 31 December 2014 31 December 2014 31 December 2014 31 December 2014
(5,540)
(5,540)
[f]
(5,540)
RM
Adjustment to
reflect the
disposal of
equity interest
in associated
company
4.1 Unaudited Pro Forma Statement of Comprehensive Income for the financial year ended 31 December 2014 (continued)
Statement of adjustments (continued)

3,245,877
3,245,877
3,833,538
(587,661)
RM
Unaudited Pro
Forma
Consolidated
Statement of
Comprehensive
Income for
the financial
year ended
31 December 2014


4

4.1 Unaudited Pro Forma Statement of Comprehensive Income for the financial year ended
31 December 2014 (continued)
Notes to the pro forma adjustments:
(a)
Adjustment to include the financial results of PTA Corporate Services Sdn. Bhd. for the financial year
ended 31 December 2014 as if the acquisition had occurred on 1 January 2014.
(b)
Adjustment to include the financial results of PTA Global Business Services Sdn. Bhd. for the financial
year ended 31 December 2014 as if the acquisition had occurred on 1 January 2014.
(c)
Adjustment to include the financial results of Columbus Advisory Sdn. Bhd. for the financial year ended
31 December 2014 as if the acquisition had occurred on 1 January 2014.
(d)
Adjustment to include the financial results of Columbus Softnex Sdn. Bhd. for the financial year ended
31 December 2014 as if the acquisition had occurred on 1 January 2014.
(e)
Adjustment to reflect consolidation adjustments arising from acquisition of [a] [d] as at 31 December
2014.
(f)
RM290,000 relates to intercompany dividend paid by Columbus Softnex Sdn. Bhd. to Columbus
Advisory Sdn. Bhd.
Adjustment to reflect the disposal of investment in associated company, Columbus Advisory UK Limited
on 11 September 2015 as if the disposal had occurred on 1 January 2014.
C-13
ASSETS
Current assets
Trade and other
receivables
Cash and bank
balances
119,059
83,914
202,973
2,870,421
5,174,837
389,878
35,037
354,841
[b]
[a]
2,304,416
RM
RM
RM
Per audited
Statement of
Financial
Position of PTA
Global Business
Services Sdn.
Bhd. as at
31 December
2014
Per audited
Statement of
Financial
Position of
PTA Corporate
Services Sdn.
Bhd. as at
31 December
2014
Per audited
Combined
Statement of
Financial
Position as at
31 December
2014
C-14
1,293,792
17,536
1,276,256
[c]
RM
Per audited
Statement of
Financial
Position of
Columbus
Advisory Sdn.
Bhd. as at
31 December
2014
1,228,166
2,091
1,226,075
[d]
RM
Per audited
Statement of
Financial
Position of
Columbus
Softnex Sdn.
Bhd. as at
31 December
2014
(310,049)
(310,049)
[e]
RM
Adjustments
arising from the
acquisition of
[a] [d] as at
31 December
2014
[f]
RM
Adjustment to
reflect the
disposal of
equity interest
in associated
company
(1,650,000)
(1,650,000)
[g]
RM
Adjustment to
recognise final
dividend declared
and paid in
respect of
the financial
year ended
31 December
2014
6,329,597
1,358,999
4,970,598
RM
Unaudited Pro
Forma
Consolidated
Statement of
Financial
Position as at
31 December
2014
The following adjustments have been made in arriving at the Unaudited Pro Forma Consolidated Statement of Financial Position as at
31 December 2014:
4.2 Unaudited Pro Forma Statement of Financial Position as at 31 December 2014


Total assets
Non-current assets
Property, plant and
equipment
Investments in
associated company
Development cost in
progress
10,883
213,856
150,426
5,325,263
10,883
389,878
[b]
[a]
RM
150,426
RM
RM
Per audited
Combined
Statement of
Financial
Position as at
31 December
2014
Per audited
Statement of
Financial
Position of PTA
Global Business
Services Sdn.
Bhd. as at
31 December
2014
Per audited
Statement of
Financial
Position of
PTA Corporate
Services Sdn.
Bhd. as at
31 December
2014
C-15
1,917,133
623,341
570,540
52,801
[c]
RM
Per audited
Statement of
Financial
Position of
Columbus
Advisory Sdn.
Bhd. as at
31 December
2014
1,667,878
439,712
257,077
182,635
[d]
RM
Per audited
Statement of
Financial
Position of
Columbus
Softnex Sdn.
Bhd. as at
31 December
2014
(875,049)
(565,000)
(565,000)
[e]
RM
Adjustments
arising from the
acquisition of
[a] [d] as at
31 December
2014
4.2 Unaudited Pro Forma Statement of Financial Position as at 31 December 2014 (continued)

(5,540)
(5,540)
(5,540)
[f]
RM
Adjustment to
reflect the
disposal of
equity interest
in associated
company
(1,650,000)
[g]
RM
Adjustment to
recognise final
dividend declared
and paid in
respect of
the financial
year ended
31 December
2014
6,983,419
653,822
257,077
396,745
RM
Unaudited Pro
Forma
Consolidated
Statement of
Financial
Position as at
31 December
2014

2,941,859
Net assets attributable

to equity holders
2,103
144,497
69,359
14,500
2,383,404
2,103
67,256
2,368,904
14,500
63,031
4,225
1,990,420
378,484
296,664
93,214
93,214
93,214
[b]
[a]
RM
Total liabilities
LIABILITIES
Current liabilities
Trade and other
payables
RM
RM
Per audited
Combined
Statement of
Financial
Position as at
31 December
2014
Per audited
Statement of
Financial
Position of PTA
Global Business
Services Sdn.
Bhd. as at
31 December
2014
Per audited
Statement of
Financial
Position of
PTA Corporate
Services Sdn.
Bhd. as at
31 December
2014
C-16
1,134,940
782,193
3,237
3,237
778,956
765,439
13,517
[c]
RM
Per audited
Statement of
Financial
Position of
Columbus
Advisory Sdn.
Bhd. as at
31 December
2014
878,360
789,518
789,518
789,518
[d]
RM
Per audited
Statement of
Financial
Position of
Columbus
Softnex Sdn.
Bhd. as at
31 December
2014
(565,000)
(310,049)
(310,049)
(310,049)
[e]
RM
Adjustments
arising from the
acquisition of
[a] [d] as at
31 December
2014

(5,540)
[f]
RM
Adjustment to
reflect the
disposal of
equity interest
in associated
company
(1,650,000)
[g]
RM
Adjustment to
recognise final
dividend declared
and paid in
respect of
the financial
year ended
31 December
2014
3,175,780
3,807,639
19,840
19,840
3,787,799
3,391,573
396,226
RM
Unaudited Pro
Forma
Consolidated
Statement of
Financial
Position as at
31 December
2014

250,000
2,691,859
2,941,859
Total equity
144,497
25,000
119,497
296,664
2
296,662
[b]
[a]
RM
EQUITY
Capital and reserves
attributable to the
equity holders of
the Company
Share capital
Retained profits
RM
RM
Per audited
Combined
Statement of
Financial
Position as at
31 December
2014
Per audited
Statement of
Financial
Position of PTA
Global Business
Services Sdn.
Bhd. as at
31 December
2014
Per audited
Statement of
Financial
Position of
PTA Corporate
Services Sdn.
Bhd. as at
31 December
2014
C-17
1,134,940
1,000,000
134,940
[c]
RM
Per audited
Statement of
Financial
Position of
Columbus
Advisory Sdn.
Bhd. as at
31 December
2014
878,360
250,000
628,360
[d]
RM
Per audited
Statement of
Financial
Position of
Columbus
Softnex Sdn.
Bhd. as at
31 December
2014
(565,000)
(145,722)
(419,278)
[e]
RM
Adjustments
arising from the
acquisition of
[a] [d] as at
31 December
2014

(5,540)
(5,540)
[f]
RM
Adjustment to
reflect the
disposal of
equity interest
in associated
company
(1,650,000)
(1,650,000)
[g]
RM
Adjustment to
recognise final
dividend declared
and paid in
respect of
the financial
year ended
31 December
2014
3,175,780
1,379,280
1,796,500
RM
Unaudited Pro
Forma
Consolidated
Statement of
Financial
Position as at
31 December
2014


4

4.2 Unaudited Pro Forma Statement of Financial Position as at 31 December 2014
(continued)
(a)
Adjustments to include the financial position of PTA Corporate Services Sdn. Bhd. as at 31 December
2014 as if the acquisition had occurred on 31 December 2014.
(b)
Adjustments to include the financial position of PTA Global Business Services Sdn. Bhd. as at
31 December 2014 as if the acquisition had occurred on 31 December 2014.
(c)
Adjustments to include the financial position of Columbus Advisory Sdn. Bhd. as at 31 December 2014
as if the acquisition had occurred on 31 December 2014.
(d)
Adjustments to include the financial position of Columbus Softnex Sdn. Bhd. as at 31 December 2014
as if the acquisition had occurred on 31 December 2014.
(e)
Adjustments to reflect consolidation adjustments arising from the acquisition of (a) (d) as at
31 December 2014.
RM310,049 relates to intercompany transactions between Columbus Advisory Sdn. Bhd. and
Columbus Softnex Sdn. Bhd. being eliminated.
RM565,000 relates to cost of investment by Columbus Advisory Sdn. Bhd. in Columbus Softnex
Sdn. Bhd. being eliminated.
(f)
Adjustment to reflect the disposal of investment in associate company, Columbus Advisory UK Limited
on 11 September 2015 as if the disposal had occurred on 31 December 2014.
(g)
Adjustment to recognise second single and final tax exempt (1-tier) dividend declared and paid by the
subsidiaries of the Company, Taxand Malaysia Sdn. Bhd. and PTA Global Business Services Sdn. Bhd.
in respect of the financial year ended 31 December 2014 of RM6.00 and RM1.50 per share,
respectively totalling RM1,650,000.
C-18

4

4.3 Unaudited Pro Forma Statement of Comprehensive Income for the financial period for
1 January 2015 to 30 June 2015
Unaudited
Combined
Statement of
Comprehensive
Income for the
financial period
ended
30 June 2015
Adjustment
arising from
the disposal
of equity
interest in
associated
company
Unaudited
Pro Forma
Consolidated
Statement of
Comprehensive
Income for the
financial period
ended
30 June 2015
RM
RM
RM
[a]
Revenue
Other income net
Expenses
equipment
Referral fees and research
charges
Subcontractors fee
Other expenses
Total expenses
16,642,025
57,691
16,642,025
57,691
(93,156)
(4,054,697)
(93,156)
(4,054,697)
(56,566)
(329,775)
(3,646,588)
(813,965)
(8,994,747)
(5,540)
(5,540)
(56,566)
(329,775)
(3,646,588)
(819,505)
(9,000,287)

Income tax expense
7,704,969
(1,626,471)
(5,540)
7,699,429
(1,626,471)

6,078,498
(5,540)
6,072,958
Total comprehensive income

attributable to:
Equity holders of the Enlarged
Group
Non-controlling Interests
6,057,048
21,450
(5,540)
6,051,508
21,450
6,078,498
(5,540)
6,072,958

(a)
Adjustment to reflect the disposal of investment in associate company, Columbus Advisory UK Limited
on 11 September 2015 as if the disposal had occurred on 1 January 2015.
C-19

4

4.4 Unaudited Pro Forma Statement of Financial Position as at 30 June 2015
Unaudited
Combined
Statement of
Financial
Position as at
30 June 2015
Adjustment
arising from the
disposal of
equity interest
in associated
company
Unaudited
Pro Forma
Consolidated
Statement of
Financial
Position as at
30 June 2015
RM
RM
RM
[a]
ASSETS
Current assets
Non-current assets
Total assets
LIABILITIES
Current liabilities
Non-current liability
10,190,373
3,718,467
10,190,373
3,718,467
13,908,840
13,908,840
604,050
5,540
147,643
(5,540)
604,050
147,643
757,233
(5,540)
751,693
14,666,073
(5,540)
14,660,533
3,328,353
1,908,064
3,328,353
1,908,064
5,236,417
5,236,417
19,840
19,840
19,840
19,840
Total liabilities
5,256,257
5,256,257
NET ASSETS
9,409,816
(5,540)
9,404,276
EQUITY
Capital and reserves attributable to the
equity holders of the Enlarged Group
Share capital
Retained profits
2,239,459
7,098,907
(5,540)
2,239,459
7,093,367
9,338,366
71,450
(5,540)
9,332,826
71,450
TOTAL EQUITY
9,409,816
(5,540)
9,404,276

(a)
Adjustment to reflect the disposal of investment in associated company, Columbus Advisory UK Limited
on 11 September 2015 as if the disposal had occurred on 30 June 2015.
C-20

5

5.1 Revenue recognition
Revenue comprises the fair value of the consideration received or receivable for the
sales of goods and rendering of services in the ordinary course of the Enlarged Groups
activities. Revenue is presented, net of goods and services tax, rebates and discounts,
and after eliminating sales within the Enlarged Group.
The Enlarged Group recognises revenue when the amount of revenue and related cost
can be reliably measured, it is probable that the collectability of the related receivables
is reasonably assured and when the specific criteria for each of the Enlarged Groups
activities are met as follows:
(a)
Rendering of service
The provision of management consultancy services, corporate and personal
income taxes, corporate secretarial, accounting, payroll and administrative
support outsourcing services are recognised as and when the services are
rendered and accepted by customers.
(b)
Sale of goods
The sales of computer software licenses are recognised when the software is
delivered and accepted by customers.
(c)
Interest Income
(d)
Dividend Income
Dividend income is recognised when the right to receive payment is established.
5.2 Government grants

Grants from the government are recognised as receivables at their fair value when there
is reasonable assurance that the grant will be received and the Enlarged Group will
comply with all the attached conditions.
match them with the related costs which they are intended to compensate, on a
systematic basis. Government grants relating to expenses are shown separately as
other income. Government grants relating to assets are deducted against the carrying
amount of the assets.
C-21

5

5.3 Group accounting
(a)
Subsidiaries
(i)
Consolidation
Subsidiaries are all entities (including structured entities) over which the
Enlarged Group has control. The Enlarged Group controls an entity when the
Enlarged Group is exposed to, or has rights to, variable returns from its
involvement with the entity and has the ability to affect those returns through
its power over the entity. Subsidiaries are fully consolidated from the date on
which control is transferred to the Enlarged Group. They are deconsolidated
from the date on that control ceases.
Unrealised losses are also eliminated but are considered an impairment
indicator of the asset transferred. Accounting policies of subsidiaries have
been changed where necessary to ensure consistency with the policies
adopted by the Enlarged Group.
Non-controlling interests are that part of the net results of operations and of
net assets of a subsidiary attributable to the interests that are not owned
directly or indirectly by the equity holders of the Company. They are shown
separately in the combined statement of comprehensive income, combined
statements of changes in equity, and combined statements of financial
position. Total comprehensive income is attributed to the non-controlling
interests based on their respective interests in a subsidiary, even if this
results in the non-controlling interests having a deficit balance.
(ii)
Acquisition
combinations entered into by the Enlarged Group, other than those entities
which are under common control.
comprises the fair value of the assets transferred, the liabilities incurred and
the equity interests issued by the Enlarged Group. The consideration
transferred also includes any contingent consideration arrangement and any
pre-existing equity interest in the subsidiary measured at their fair values at
the acquisition date.
C-22

5

(a)
(ii)
Identifiable assets acquired and liabilities and contingent liabilities assumed
in a business combination are, with limited exceptions, measured initially at
their fair values at the acquisition date.
On an acquisition-by-acquisition basis, the Enlarged Group recognises any
non-controlling interest in the acquiree at the date of acquisition either at fair
value or at the non-controlling interests proportionate share of the acquirees
net identifiable assets.
The excess of (a) the consideration transferred, the amount of any noncontrolling interest in the acquiree and the acquisition-date fair value of any
previous equity interest in the acquiree over the (b) fair values of the net
identifiable net assets acquired is recorded as goodwill.
Acquisitions of entities under common control have been accounted for using
the pooling-of-interest method. Under this method:
The consolidated financial statements of the Enlarged Group have been

prepared as if the Enlarged Group structure immediately after the
transaction has been in existence since the earliest date the entities are
under common control;
The assets and liabilities are brought into the consolidated financial
statements at their existing carrying amounts from the perspective of the
controlling party;
The consolidated statement of comprehensive income includes the

results of the acquired entities since the earliest date the entities are
under common control;
The cost of investment is recorded at the aggregate of the nominal value

of the equity shares issued, cash and cash equivalents and fair values
of other consideration; and
C-23

5

(a)
(ii)

nominal value of the share capital of the merged subsidiary is taken to
merger reserve.

When a change in the Enlarged Groups ownership interest in a subsidiary
results in a loss of control over the subsidiary, the assets and liabilities of the
subsidiary including any goodwill are derecognised. Amounts previously
recognised in other comprehensive income in respect of that entity are also
reclassified to profit or loss or transferred directly to retained profits if
required by a specific Standard.
Any retained equity interest in the entity is remeasured at fair value. The
difference between the carrying amount of the retained interest at the date
when control is lost and its fair value is recognised in profit or loss.
(b)

Changes in the Enlarged Groups ownership interest in a subsidiary that do not
result in a loss of control over the subsidiary are accounted for as transactions with
equity owners of the Company. Any difference between the change in the carrying
amounts of the non-controlling interest and the fair value of the consideration paid
or received is recognised within equity attributable to the equity holders of the
Company.
(c)
Associated companies
Associated companies are entities over which the Enlarged Group has significant
influence, but not control, generally accompanied by a shareholding giving rise to
voting rights of 20% and above but not exceeding 50%.
Investments in associated companies are accounted for in the consolidated
financial statements using the equity method of accounting less impairment
losses, if any.
C-24

5

(c)

(i)
Acquisitions
Investments in associated companies are initially recognised at cost. The
cost of an acquisition is measured at the fair value of the assets given, equity
instruments issued or liabilities incurred or assumed at the date of exchange,
plus costs directly attributable to the acquisition.
Goodwill on associated companies and joint ventures represents the excess
of the cost of acquisition of the associated company or joint venture over the
Enlarged Groups share of the fair value of the identifiable net of the
associated company or joint venture and is included in the carrying amount
of the investments.
(ii)
Equity method of accounting

In applying the equity method of accounting, the Enlarged Groups share of
its associated companies or joint ventures post-acquisition profits or losses
are recognised in profit or loss and its share of post-acquisition other
comprehensive income is recognised in other comprehensive income. These
post-acquisition movements and distributions received from the associated
companies or joint ventures are adjusted against the carrying amount of the
investments. When the Enlarged Groups share of losses in an associated
company or joint venture equals to or exceeds its interest in the associated
company or joint venture, the Enlarged Group does not recognise further
losses, unless it has legal or constructive obligations to make, or has made,
payments on behalf of the associated company or joint venture. If the
associated company or joint venture subsequently reports profits, the
Enlarged Group resumes recognising its share of those profits only after its
share of the profits equals the share of losses not recognised.
Unrealised gains on transactions between the Enlarged Group and its
associated companies or joint ventures are eliminated to the extent of the
Enlarged Groups interest in the associated companies or joint ventures.
Unrealised losses are also eliminated unless the transactions provide
evidence of impairment of the assets transferred. The accounting policies of
associated companies or joint ventures are changed where necessary to
ensure consistency with the accounting policies adopted by the Enlarged
Group.
C-25

5

(c)

(iii) Disposals
Investments in associated companies or joint ventures are derecognised
when the Enlarged Group loses significant influence or joint control. If the
retained equity interest in the former associated company or joint venture is
a financial asset, the retained equity interest is measured at fair value. The
difference between the carrying amount of the retained interest at the date
when significant influence or joint control is lost, and its fair value and any
proceeds on partial disposal, is recognised in statement of compressive
income.
5.4 Property, plant and equipment

(a)
Measurement
(i)

impairment losses.
(ii)
Components of costs
The cost of an item of property, plant and equipment initially recognised
includes its purchase price and any cost that is directly attributable to
bringing the asset to the location and condition necessary for it to be capable
of operating in the manner intended by management.
C-26

5

5.4 Property, plant and equipment (continued)
(b)
Depreciation
follows:
Useful lives
5 years
5 years
5 years
5 years
5-10 years
Computers
Motor vehicles
Office equipment
Renovation
The residual values, estimated useful lives and depreciation method of property,
plant and equipment are reviewed, and adjusted as appropriate, at each reporting
date. The effects of any revision are recognised in profit or loss when the changes
arise.
Fully depreciated property, plant and equipment still in use are retained in the
consolidated financial statements.
(c)
been recognised is added to the carrying amount of the asset only when it is
probable that future economic benefits associated with the item will flow to the
entity and the cost of the item can be measured reliably. All other repair and
maintenance expenses are recognised in profit or loss when incurred.
(d)
Disposal
On disposal of an item of property, plant and equipment, the difference between
the disposal proceeds and its carrying amount is recognised in profit or loss within
Other income/(losses) net.
C-27

5

5.5 Impairment of non-financial assets
Investments in subsidiaries and associated companies
Development expenditure
Property, plant and equipment and investments in subsidiaries and associated
companies and development expenditure are tested for impairment whenever there is
any objective evidence or indication that these assets may be impaired.
For the purpose of impairment testing, the recoverable amount (i.e. the higher of the fair
value less cost to sell and the value-in-use) is determined on an individual asset basis
unless the asset does not generate cash inflows that are largely independent of those
from other assets. If this is the case, the recoverable amount is determined for the
cash-generating units (CGU) to which the asset belongs.
amount, the carrying amount of the asset (or CGU) is reduced to its recoverable
amount.
The difference between the carrying amount and recoverable amount is recognised as
an impairment loss in profit or loss, unless the asset is carried at revalued amount, in
which case, such impairment loss is treated as a revaluation decrease.
An impairment loss for an asset is reversed only if, there has been a change in the
estimates used to determine the assets recoverable amount since the last impairment
loss was recognised. The carrying amount of this asset is increased to its revised
recoverable amount, provided that this amount does not exceed the carrying amount
that would have been determined (net of any accumulated amortisation or depreciation)
had no impairment loss been recognised for the asset in prior years.
A reversal of impairment loss for an asset is recognised in profit or loss, unless the
asset is carried at revalued amount, in which case, such reversal is treated as a
revaluation increase. However, to the extent that an impairment loss on the same
revalued asset was previously recognised as an expense, a reversal of that impairment
is also recognised in profit or loss.
C-28

5

5.6 Development expenditure
Expenditure on development activities, whereby the application of research findings are
applied to a plan or design for the production of a new or substantially improved
products and processes, is capitalised only if development costs can be measured
reliably, the product or process is technically and commercially feasible, future
economic benefits are probable and the Enlarged Group intends to and has sufficient
resources to complete development.
The expenditure capitalised includes the cost of materials, direct labour and overheads
costs that are directly attributable to preparing the asset for its intended use. Other
development expenditure is recognised in profit or loss as incurred.
Capitalised development expenditure is measured at cost less any accumulated
amortisation and any accumulated impairment losses. Development expenditure in
progress is not amortised till completion.
5.7 Financial assets
(a)
Classification
The Enlarged Group classifies its financial assets in the following categories: at
fair value through profit or loss, loans and receivables, held-to-maturity and
available-for-sale. The classification depends on the nature of the asset and the
purpose for which the assets were acquired. Management determines the
classification of its financial assets at initial recognition.
As of 31 December 2014 and 30 June 2015, the Enlarged Group does not hold any
of the financial assets except loans and receivables.
Loans and receivables are non-derivative financial assets with fixed or
determinable payments that are not quoted in an active market. They are
presented as current assets, except for those that are expected to be realised later
than 12 months after the reporting date which are presented as non-current
assets. Loans and receivables are presented as Trade and other receivables
(Note 12), Cash and bank balances (Note 13) on the consolidated statement of
financial position.
C-29

5

(b)

Regular way purchases and sales of financial assets are recognised on trade date
the date on which the Enlarged Group commits to purchase or sell the asset.
financial assets have expired or have been transferred and the Enlarged Group
has transferred substantially all risks and rewards of ownership. On disposal of a
financial asset, the difference between the carrying amount and the sale proceeds
is recognised in profit or loss. Any amount recognised other comprehensive
income relating to that asset is reclassified to profit or loss.
(c)
Initial measurement
(d)
Loans and receivables are subsequently carried at amortised cost using the
effective interest method.
(e)
Impairment
The Enlarged Group assesses at each balance sheet date whether there is
objective evidence that a financial asset or an enlarged group of financial assets
is impaired and recognises an allowance for impairment when such evidence
exists.
allowance account which is calculated as the difference between the carrying
amount and the present value of estimated future cash flows, discounted at the
original effective interest rate. When the asset becomes uncollectible, it is written
off against the allowance account. Subsequent recoveries of amounts previously
written off are recognised against the same line item in profit or loss.
C-30

5

(e)
Impairment (continued)
Loans and receivables (continued)
increased to the extent that the new carrying amount does not exceed the
amortised cost had no impairment been recognised in prior periods.
5.8 Offsetting of financial instruments

Financial assets and liabilities are offset and the net amount reported in the
consolidated statement of financial position when there is a legally enforceable right to
offset and there is an intention to settle on a net basis or realise the asset and settle the
liabilities simultaneously.
5.9 Trade and other payables
Trade and other payables represent liabilities for goods and services provided to the
Enlarged Group prior to the end of the financial year which are unpaid. They are
classified as current liabilities if payment is due within one year or less (or in the normal
operating cycle of the business if longer). Otherwise, they are presented as non-current
liabilities.
Trade and other payables are initially recognised at fair value, and subsequently carried
at amortised cost using the effective interest method.
5.11 Leases
When the Enlarged Group is the lessee
The Enlarged Group leases office under operating leases from non-related parties.
C-31

5

5.11 Leases (continued)
Leases where substantially all risks and rewards incidental to ownership are retained by
the lessors are classified as operating leases. Payments made under operating leases
(net of any incentives received from the lessors) are recognised in profit or loss on a
straight-line basis over the period of the lease.
5.12 Income taxes
Current income tax for current and prior periods is recognised at the amount expected
to be paid to or recovered from the tax authorities, using the tax rates and tax laws that
have been enacted or substantively enacted by the reporting date.
bases of assets and liabilities and their carrying amounts in the consolidated financial
goodwill or an asset or liability in a transaction that is not a business combination and
affects neither accounting nor taxable profit or loss at the time of the transaction.
A deferred income tax liability is recognised on temporary differences arising on
investments in subsidiaries, except where the Enlarged Group is able to control the
timing of the reversal of the temporary difference and it is probable that the temporary
difference will not reverse in the foreseeable future.
A deferred income tax asset is recognised to the extent that it is probable that future
taxable profit will be available against which the deductible temporary differences and
tax losses can be utilised.
(i)
at the tax rates that are expected to apply when the related deferred income tax
asset is realised or the deferred income tax liability is settled, based on tax rates
and tax laws that have been enacted or substantively enacted at the reporting
date; and
C-32

5

(ii)
based on the tax consequence that will follow from the manner in which the
Enlarged Group expects, at the reporting date, to recover or settle the carrying
amounts of its assets and liabilities except for investment property that is
measured using the fair value model. Investment property measured at fair value
is presumed to be recovered entirely through sale.
Current and deferred income taxes are recognised as income and expense in profit or
loss, except to the extent that the tax arises from a business combination or a
transaction which is recognised directly in equity. Deferred tax arising from a business
combination is adjusted against goodwill on acquisition.
5.13 Provisions
Provisions for other liabilities and charges are recognised when the Enlarged Group
has a present legal or constructive obligation as a result of past events, it is more likely
than not that an outflow of resources will be required to settle the obligation and the
amount has been reliably estimated. Provisions are not recognised for future operating
losses.
Provisions are measured at the present value of the expenditure expected to be
required to settle the obligation using a pre-tax discount rate that reflects the current
market assessment of the time value of money and the risks specific to the obligation.
The increase in the provision due to the passage of time is recognised in profit or loss
as finance expense.
Employee benefits are recognised as an expense, unless the cost qualifies to be
capitalised as an asset.
Defined contribution plans are post-employment benefit plans under which the Enlarged
Group pays fixed contributions into separate entities such as the Employees Provident
Fund in Malaysia on a mandatory, contractual or voluntary basis. The Enlarged Group
has no further payment obligations once the contributions have been paid.
C-33

5

(a)

Items included in the financial statements of each entity in the Enlarged Group are
measured using the currency of the primary economic environment in which the
entity operates (functional currency). The financial statements are presented in
Ringgit Malaysia (RM), which is the functional currency of the Company.
(b)

Transactions in a currency other than the functional currency (foreign currency)
are translated into the functional currency using the exchange rates at the dates
of the transactions. Currency translation differences resulting from the settlement
of such transactions and from the translation of monetary assets and liabilities
denominated in foreign currencies at the closing rate at the reporting date are
recognised in profit or loss. However, in the consolidated financial statements,
currency translation differences arising from borrowings in foreign currencies and
other currency instruments designated and qualifying as net investment hedges
and net investment in foreign operations, are recognised in other comprehensive
income and accumulated in the currency translation reserve.
(c)
Translation of Enlarged Group entities financial statements

The results and financial positions of all the Enlarged Group entities (none of
which has the currency of a hyperinflationary economy) that have a functional
currency different from the presentation currency are translated into the
presentation currency as follows:
(i)
Assets and liabilities are translated at the closing exchange rates at the
reporting date;
(ii)
average is not a reasonable approximation of the cumulative effect of the
rates prevailing on the transaction dates, in which income and expenses are
translated using the exchange rates at the dates of the transactions); and

These currency translation differences are reclassified to profit or loss on
disposal or partial disposal of the entity giving rise to such reserve.
C-34

5

Operating segments are reported in a manner consistent with the internal reporting
provided to the Board of Directors whose members are responsible for allocating
resources and assessing performance of the operating segments.
For the purpose of presentation in the consolidated statements of cash flows, cash and
cash equivalents include cash at bank and on hand, deposits with financial institutions
which are subject to an insignificant risk of change in value.
5.18 Share capital
Dividends to the Companys shareholders are recognised when the dividends are
approved for payment.
Investments in subsidiaries are carried at cost less accumulated impairment losses in
the Companys statement of financial position. On disposal of such investments, the
difference between disposal proceeds and the carrying amounts of the investments are
recognised in profit or loss.
Revenue
Services rendered
Software license
C-35
1 January 2014 to
31 December 2014
1 January 2015 to
30 June 2015
RM
RM
12,963,809
16,000,566
1,521,838
641,459
14,485,647
16,642,025

7
Other income net
Fixed deposit interest income
1 January 2015 to
30 June 2015
RM
RM
6,074
18,487
20,000
142,057
27,995
3,079
651
8,219
29
19,187
10,529
198,616
57,691
1 January 2014 to
31 December 2014
1 January 2015 to
30 June 2015
RM
RM
7,258,008
3,567,088
744,771
371,384
288,332
116,225
8,291,111
4,054,697
Gain on disposal of property, plant and

equipment
Government grant
Sundry income
1 January 2014 to
31 December 2014
Salaries and bonus
C-36

9
Other expenses
1 January 2014 to
31 December 2014
1 January 2015 to
30 June 2015
RM
RM
Accommodation
15,754
34,354
Accounting fee
27,116
20,876
43,398
29,556
Audit fee paid to other auditors
13,367
Allowance for doubtful debts
26,436
16,387
5,540
5,540
Moving office cost
17,649
Gifts and donation
20,153
3,640
Insurance and road tax
116,768
44,085
Petrol, tolls and parking
35,640
53,113
Postage and courier
20,924
9,850
486
Printing and stationary
97,301
28,641
Search fees
43,494
22,632
Secondment cost
30,225
232,559
57,947
28,203
57,739
Subscription fee
53,794
66,437
26,699
46,081
Travelling expenses
139,935
197,861
Others
193,251
141,153
1,205,079
819,505
Loss on disposal of associated company
C-37

10
Income tax expense

1 January 2014 to
31 December 2014
1 January 2015 to
30 June 2015
RM
RM
577,557
1,626,471
Underprovision in prior year
4,471
Deferred income tax (Note 17)
5,633
587,661
1,626,471
Tax expense attributable to profit is

made up of:
The tax on the Enlarged Groups profit before tax differs from the theoretical amount that
would arise using the standard rate of income tax is as follows:
Profit before tax

Tax calculated at tax rate of 25% (2015: 25%)
1 January 2014 to
31 December 2014
1 January 2015 to
30 June 2015
RM
RM
3,833,538
7,699,429
958,385
1,926,242
4,471
Effects of:
Underprovision of income tax in prior year
Deferred tax liabilities underprovision in
prior year
(55)
(331,736)
(193,855)
Expenses not deductible for tax purposes
17,437
32,771
Others
(3,622)
(2)
(57,219)
(138,685)
Tax charge
587,661
1,626,471
Tax in respect of small and medium scale companies with paid up capital of RM2,500,000
and below is calculated at the statutory tax rate of 20% (2015: 20%) on chargeable income
up to RM500,000, under paragraph 2A, Schedule 1 of the Income Tax Act, 1967. For
chargeable income in excess of RM500,000, the tax rate of 25% (2015: 25%) is applicable.
C-38

10
Income tax expense (continued)

Pioneer Status
On 21 September 2012, PTA Global Business Services Sdn. Bhd. (PTAGBS) was granted
Multimedia Super Corridor (MSC) status. The MSC status will entitle the PTAGBS for pioneer
status under the Promotion of Investments Act 1986. The PTAGBS has applied for the
commencement of pioneer status and obtained the approval from the Ministry of International
Trade and Industry Malaysia. The pioneer status has commenced on 1 March 2014 and will
expire on 28 February 2019. As at 31 December 2014 and 30 June 2015, the PTAGBS has
tax exempt profits available for distribution of approximately RM 300,000 subject to
agreement with Inland Revenue Board.
On November 2012, Columbus Softnex Sdn. Bhd. received MSC status and is therefore
exempted from paying tax for a period five years commencing 2 January 2013. Hence, there
is no tax charge for the financial year under review.
11
Earnings per share

profit attributable to equity holders of the Company for the financial year ended 31 December
2014 and the financial period ended 30 June 2015 and on 123,000,000 ordinary shares,
representing the issued and paid-up share capital immediately after the Restructuring
Exercise and Sub-division.
There were no diluted earnings per share for the financial year ended 31 December 2014 and
the financial period ended 30 June 2015 as there were no potential ordinary shares
outstanding.
C-39
1 January 2014 to
31 December 2014
1 January 2015 to
30 June 2015
RM
RM
2.64
4.92

12

Less: Allowance for doubtful debts
non related parties
31 December 2014
30 June 2015
RM
RM
4,655,503
9,636,364
(26,436)
Trade receivables net
4,629,067
9,636,364
non-related parties
63,213
130,775
Related company
29,600
92,813
130,775
208,284
234,498
40,434
11,828
176,908
4,970,598
10,190,373
Other receivables
Deposits
Prepayments
The amount due from a related company is unsecured, interest free and has no fixed terms
of repayment.
13

C-40
31 December 2014
30 June 2015
RM
RM
356,410
1,697,391
1,002,589
2,021,076
1,358,999
3,718,467

14

Motor
Furniture
Office
Computers vehicles and fittings equipment Renovation
RM
RM
RM
RM
RM
Total
RM
31 December 2014
Cost:
Beginning of financial
year
183,001
102,661
28,709
100,410
414,781
Acquisition of
subsidiaries
365,944
328,000
27,618
49,759
14,395
785,716
Additions
253,609
11,963
9,725
275,297
(128,000)
(2,430)
Disposal
Write off
802,554
200,000
142,242
85,763
114,805
1,345,364
year
125,875
70,437
16,441
48,053
260,806
Acquisition of
subsidiaries
276,714
278,000
19,553
40,332
1,439
616,038
Depreciation charge
135,299
30,000
13,035
8,857
14,528
201,719
(128,000)
(1,944)
(128,000)
(2,430)
Accumulated
depreciation:
Disposal
(128,000)
Write off
537,888
180,000
103,025
63,686
64,020
948,619
Net book value
264,666
20,000
39,217
22,077
50,785
396,745
C-41
(1,944)

14

Motor
Furniture
Office
Computers vehicles and fittings equipment Renovation
RM
RM
RM
RM
RM
Total
RM
30 June 2015
Cost:
period
226,788
109,824
28,978
100,410
466,000
Acquisition of
subsidiaries
575,766
200,000
32,418
56,785
14,395
879,364
Reclassification from
development cost in
progress
257,077
257,077
35,401
1,100
5,850
1,034
43,385
1,095,032
200,000
143,342
91,613
115,839
1,645,826
period
155,254
80,690
18,489
61,142
315,575
Acquisition of
subsidiaries
382,634
180,000
22,335
45,198
2,878
633,045
69,323
5,000
6,199
5,266
7,368
93,156
607,211
185,000
109,224
68,953
71,388
1,041,776
Net book value
487,821
15,000
34,118
22,660
44,451
604,050
Additions
Accumulated
depreciation:
Depreciation charge
C-42

15
16

31 December 2014
30 June 2015
RM
RM
EMS Software:
Beginning of financial year/period
Reclassification to property, plant and
equipment
Capitalised during the year/period
257,077
(257,077)
147,643
End of financial year/period
257,077
147,643
31 December 2014
30 June 2015
RM
RM
2,169,683
770,336
451,554
2,225,786
415,915
686,652
3,391,573
3,328,353
257,077
Accruals
Amount due to directors
Dividend payable
Other payables
The amount payable to directors is unsecured, interest free and has no fixed terms of
repayment.
17

appropriate offsetting, are shown on the consolidated statement of financial position as
follows:
Deferred income tax liabilities,

representing accelerated tax
depreciation
C-43
31 December 2014
30 June 2015
RM
RM
19,840
19,840

17
Deferred tax liabilities (continued)

18
31 December 2014
30 June 2015
RM
RM
Beginning of the year/period

Acquisition of subsidiaries (Note 24)
Tax charge to
Profit or loss (Note 10)
11,900
2,307
14,500
5,340
5,633
19,840
19,840
Share capital
No. of
ordinary
share
Amount
RM
31 December 2014
250,000
250,000
554,999
1,129,280
804,999
1,379,280
250,000
250,000
554,999
1,889,461
99,998
30 June 2015
Issue of new ordinary shares
*
*
804,999
2,239,459
Issue of ordinary shares by PTA Global Business Services Sdn. Bhd. to its existing shareholders prior to the
Restructuring Exercise.
All issued ordinary shares are fully paid. There is no par value for these ordinary shares.
The Company has not been incorporated as at 30 June 2015. Accordingly, the share capital
of the Group refers to the share capital of Taxand Malaysia Sdn. Bhd. as at 30 June 2015.
C-44

18
Share capital (continued)

Subsequent to 30 June 2015, the Company was incorporated on 21 August 2015 with issued
and paid-up share capital of SGD3.00 comprising of 3 ordinary shares of SGD1.00 each.
19
Dividends
31 December 2014
30 June 2015
RM
RM
Ordinary dividends paid/payable

Columbus Advisory Sdn. Bhd.:
Interim tax exempt dividend of RM6.00
(30 June 2015: Nil) per share
560,000
290,000
1,900,000
1,500,000
50,000
150,000
150,000
2,950,000
1,650,000
Columbus Softnex Sdn. Bhd.:

Taxand Malaysia Sdn. Bhd.:
Interim and final tax exempt dividend of
RM7.60 (30 June 2015: RM6.00) per share
PTA Corporate Services Sdn. Bhd.:
PTA Global Business Services Sdn. Bhd.:
(30 June 2015: RM1.50) per share
The dividends have been declared by Columbus Advisory Sdn. Bhd., Columbus Softnex Sdn.
Bhd., Taxand Malaysia Sdn. Bhd., PTA Corporate Services Sdn. Bhd. and PTA Global
Business Services Sdn. Bhd. to its existing shareholders prior to the Restructuring Exercise.
The dividend per share is calculated based on the number of ordinary shares of the
respective companies in issue as at date of dividend declaration.
C-45

20
Commitments
Operating lease commitments where the Enlarged Group is a lessee
The Enlarged Group leases office premises from non-related parties under non-cancellable
operating lease agreements. The leases have varying terms escalation clauses and renewal
rights.
at the consolidated statement of financial position but not recognised as liabilities, are as
follows:
31 December 2014
30 June 2015
RM
RM
358,320
596,040
Between two and five years
196,268
608,071
554,588
1,204,111
The Enlarged Group leases a number of office premises under operating leases. Such leases
have fixed terms ranging from 2 to 3 years, with some leases having an option to renew the
lease after the expire of the initial fixed term for a further term of 2 to 3 years. The Enlarged
Group expects to meet operating lease commitments using cash generated from operations.
21

The Enlarged Groups activities expose it to market risk (including currency risk, price risk
and interest risk), credit risk, liquidity risk and capital risk. The Enlarged Groups overall risk
management strategy seeks to minimise adverse effects from the unpredictability of financial
markets on the Enlarged Groups financial performance.
financial risk management for the Enlarged Group. This includes establishing detailed
policies such as authority levels, oversight responsibilities, risk identification and
measurement, and exposure limits.
C-46

21

monitors financial risks in close co-operation with the Enlarged Groups operating units. The
finance personnel measures actual exposures against the limits set and prepares periodic
reports for review by the Executive Directors. Regular reports are also submitted to the
Board of Directors.
(a)
Market risk
(i)
Currency risk
Foreign currency risk arose from transactions denominated in currencies other
than the functional currency of the Company. The Enlarged Groups business
operations are not exposed to significant foreign currency risks as it has no
significant transactions denominated in foreign currencies.
(ii)

due to changes in market interest rates. As the Enlarged Group has no significant
interest bearing assets and liabilities, the Enlarged Groups income is substantially
independent of changes in market interest rates.
(b)
Credit risk
resulting in financial loss to the Enlarged Group. The major classes of financial assets
of the Enlarged Group are cash and cash equivalents and trade and other receivables.
For trade receivables, the Enlarged Group adopts the policy of dealing only with
customers of appropriate credit history. For other financial assets, the Enlarged Group
adopts the policy of dealing only with high credit quality counterparties.
The Enlarged Group has no significant concentrations of credit risk for each class of its
financial assets.
C-47

21

(b)

As the Enlarged Group and the Company do not hold any collateral, the maximum
exposure to credit risk for each class of financial instruments is the carrying amount of
that class of financial instruments presented on the statements of financial position.
31 December 2014
30 June 2015
RM
RM
4,629,067
9,636,364
4,629,067
9,636,364
Non-related parties
Malaysia
(i)

Cash and bank balances that are neither past due nor impaired are mainly
substantially companies with a good collection track record with the Enlarged
Group.
(ii)

C-48

21

(b)

(ii)
Financial assets that are past due and/or impaired (continued)

31 December 2014
30 June 2015
RM
RM
3,606,273
7,396,365
780,452
1,918,493
242,342
321,506
4,629,067
9,636,364
Past due < 3 months
The carrying amount of trade receivables individually determined to be impaired

and the movements in the related allowance for impairment are as follows:
Gross amount
Less: Allowance for impairment
31 December 2014
30 June 2015
RM
RM
26,436
(26,436)
Beginning of financial year/period
38,868
26,436
Allowance made
26,436
Recovery of allowance
(38,868)
26,436
(26,436)
Allowance for impairment is recognised against trade receivables based on

estimated irrecoverable amounts determined by reference to past default
experience.
C-49

21

(b)

(ii)
Financial assets that are past due and/or impaired (continued)

Except for the amounts which allowance for impairment has been made, the
Enlarged Group believes that the unimpaired amounts that are past due are still
(c)
Liquidity risk
commitments. The Enlarged Groups objective is to maintain a balance between
continuing of funding and the ability to close out market positions at a short notice. As
at balance sheet date, assets held by the Enlarged Group for managing liquidity risk
included cash and short-term deposits as disclosed in Note 13.
The table below analyses the Enlarged Groups financial liabilities into relevant maturity
groupings based on the remaining period from the balance sheet date to the contractual
Within 1 year
At 31 December 2014
3,391,573
At 30 June 2015
(d)
3,328,353
Capital risk
The Enlarged Groups objectives when managing capital are to safeguard the Enlarged
Groups ability to continue as a going concern and to maintain an optimal capital
structure so as to maximise shareholder value. In order to maintain or achieve an
optimal capital structure, the Enlarged Group may adjust the amount of dividend
payment, return capital to shareholders, issue new shares, buy back issued shares,
obtain new borrowings or sell assets to reduce borrowings.
C-50

21

(d)
Capital risk (continued)

Management monitor capital based on a gearing ratio. The gearing ratio is calculated
as net debt divided by total capital. Net debt is calculated as borrowings plus trade and
other payables and contingent consideration payable less cash and cash equivalents.
Total capital is calculated as total equity plus net debt.
31 December 2014
30 June 2015
RM
RM
Net debt
2,032,574
Total equity
3,175,780
9,404,276
Total capital
5,208,354
9,014,162
Gearing ratio
(1)
39%
(390,114)
N.A. (1)
The Enlarged Groups cash position exceeds the total of trade and other payables, borrowings and
contingent consideration payable. The Enlarged Group is in a net cash position for the financial period
ended 30 June 2015.
The Enlarged Group has no externally imposed capital requirements financial year
ended 31 December 2014 and financial period ended 30 June 2015.
(e)

(f)

on the face of the statement of financial position, except for the following:
31 December 2014
30 June 2015
RM
RM
6,289,163
13,720,104
3,391,573
3,328,353
C-51

22

transactions took place between the Enlarged Group and related parties at terms agreed
between the parties:
(a)

1 January 2014 to
31 December 2014
1 January 2015 to
30 June 2015
RM
RM
Directors
Salaries and bonus
(b)
977,000
125,490
1,465,050
1,102,490
1 January 2014 to
31 December 2014
1 January 2015 to
30 June 2015
RM
RM
18,000
18,000
Sales and purchases of goods and services
Rental expense paid to a shareholder
23
1,274,850
160,200
30,000
Segment information
Management has determined the operating segments based on the reports that are used to
make strategic decisions, allocated resources, and assess performance.
For management purposes, the Enlarged Group is organised into the following reportable
operating segments as follows:
1.
Tax Advisory segment mainly relates to the provision of corporate and individual tax
compliance, training and knowledge management services.
2.
Business Consultancy segment mainly relates to governance and compliance

assessment, internal audit services, business continuity management and financial
management.
C-52

23

3.
EMS Application segment mainly relates to selling licensing of the Enterprises Risk
Management software.
4.
Business Support segment mainly relates to provision of corporate secretarial services,

accounting, payroll and administration support.
Segment performance is evaluated by the Enlarged Groups management based on the

segment results which represent the gross profit earned by each segment. All segment
revenue and expenses are directly attributable to the segments.
Inter-segment transfers are eliminated on consolidation.
The segment information for the reportable segments is as follows:
Tax
Advisory
Business
Consultancy
EMS
Application
Business
Support
Total
RM
RM
RM
RM
RM
8,301,642
3,611,979
1,521,838
2,086,383
346,476
1,048,952
345,653
3,827,464
2,589
3,485
6,074
2,088,972
349,961
1,048,952
345,653
3,833,538
1 January 2014 to
31 December 2014
Revenue
1,050,188 14,485,647
Results
Segment results
Interest income
Income tax expense
(497,735)
(79,751)
(10,175)
(587,661)
Profit for the year
1,591,237
270,210
1,048,952
335,478
3,245,877
Segment assets
3,825,263
1,036,544
1,667,878
453,734
6,983,419
53,649
36,426
177,709
7,513
275,297
2,383,404
782,193
479,469
162,573
3,807,639

Additions of:
Property, plant and
equipment
Segment liabilities
C-53

23

Tax
Advisory
Business
Consultancy
EMS
Application
Business
Support
Total
RM
RM
RM
RM
RM
5,960,902
8,838,344
641,459
3,339,173
3,359,428
391,656
590,685
7,680,942
18,487
18,487
3,357,660
3,359,428
391,656
590,685
7,699,429
1 January 2015 to
30 June 2015
Revenue
1,201,320 16,642,025
Results
Segment results
Interest income
Income tax expense
(784,748)
(797,506)
2,572,912
2,561,922
391,656
Segment assets
6,036,499
6,314,157
1,035,770
(44,217) (1,626,471)
546,468
6,072,958
1,097,199 14,483,625
Unallocated asset:
176,908
Total asset
14,660,533

Additions of:
Property, plant and
equipment
Segment liabilities
25,324
1,200
16,861
43,385
1,526,636
3,519,876
50,172
159,573
5,256,257
C-54

23

Geographical information:
Revenue and profit of the Enlarged Group are mainly derived from provision of tax advisory,
business consultancy, EMS application and business support services in Malaysia which
forms the Enlarged Groups strategic business.
The principal assets employed by the Enlarged Group are located in Malaysia. Accordingly,
no other segmental information by geographical segment is presented.
Major customer information:
The Enlarged Group does not have revenue concentration risk from any one or more
customers. Revenue is spread over a large number of clients.
24
Business combination
On 22 October 2015, the Companys acquisitions of 100% equity interest in PTA Corporate
Services Sdn. Bhd., PTA Global Business Services Sdn. Bhd., Columbus Advisory Sdn. Bhd.
and Columbus Softnex Sdn. Bhd. and Columbus HR Consulting Sdn. Bhd. were completed.
Pursuant to the Sale and Purchase Agreements and the Restructuring Exercise, the rights
and benefits relating to the shares of the mentioned entities accrued to the Group from 1
January 2015. The principal activities of the acquired entities are disclosed in Note 3.1.
The total purchase consideration of RM1,889,461 is settled in full in the form of 554,999
ordinary shares in the Company.
Details of the consideration paid, the assets acquired and liabilities assumed, and the effects
on the cash flows of the Enlarged Group, at the acquisition date, are as follows:
a.
Purchase consideration
Shares issued (Note 18)
C-55
31 December 2014
30 June 2015
RM
RM
(Note 1)
1,129,280
1,889,461

24

b.
Effect on cash flows of the Enlarged Group
Cash paid
Less: Cash and cash equivalents of
subsidiaries acquired
Cash inflow on acquisition
c.
31 December 2014
30 June 2015
RM
RM
(Note 1)
226,555
138,578
226,555
138,578
Identifiable assets acquired and liabilities assumed

31 December 2014
30 June 2015
RM
RM
(Note 1)
1,616,539
2,666,182
Cash and cash equivalents
226,555
138,578
Property, plant and equipment, net
169,678
246,319
Investment in associated companies
5,540
257,077
2,012,772
3,313,696
879,503
1,401,153
1,682
17,742
2,307
5,340
883,492
1,424,235
1,129,280
1,889,461
Total assets
Total liabilities
Net tangible assets
C-56

24

d.
The carrying value of the receivables acquired approximates their fair value and no
receivables were identified to be impaired.
Note 1: The companys acquisition of 100% equity interest in PTA Corporate Services Sdn. Bhd., PTA Global
Business Services Sdn. Bhd., Columbus Advisory Sdn. Bhd. and Columbus Softnex Sdn. Bhd. was
assumed to have been completed on 1 January 2014.
25
Authorisation of Pro Forma Financial Information

This Pro Forma Financial Information were authorised for issue in accordance with a
resolution of the Board of Directors of Axcelasia Inc on 18 November 2015.
C-57
APPENDIX D COMPARISON BETWEEN SINGAPORE COMPANIES LAW

AND LABUAN COMPANIES LAW
The following table sets forth a summary of certain differences between the provisions of the laws
of Labuan applicable to our Company (namely, under the Labuan Companies Act) and the laws
applicable to Singapore companies (namely, under the Singapore Companies Act), respectively,
and their shareholders. The summaries below are not to be regarded as advice on Labuan
corporate law or the differences between it and the laws of any jurisdiction, including, without
limitation, the Singapore Companies Act. The summaries below do not purport to be a
comprehensive description of all of the rights and privileges of shareholders conferred by Labuan
corporate law as compared to the Singapore Companies Act that may be relevant to prospective
investors. In addition, prospective investors should also note that the laws applicable to Singapore
companies may change, whether as a result of proposed legislative reforms to the Singapore
Companies Act or otherwise. The summaries below do not describe the regulations and
requirements prescribed by the Listing Manual of the SGX-ST. Prospective investors are advised
to seek independent legal advice.
Labuan Corporate Law
Singapore Corporate Law
Power of Directors to Allot and Issue Shares

The power to issue shares in a Labuan
company is usually vested with the directors of
the Labuan company subject to any restrictions
in the articles of association of the Labuan
company. Unless specified in the articles of
association of the Labuan company, the Labuan
Companies Act does not require members of
the Labuan company to approve any allotment
of shares and a directors resolution is sufficient
for this purpose.
The power to issue shares in a company is

usually vested with the directors of that
company subject to any restrictions in the
articles of association of that company.
However, notwithstanding anything to the
contrary in the memorandum or articles of
association of a company, prior approval of the
company at a general meeting is required to
authorise the directors to exercise any power of
the company to issue shares, or the share issue
is void under the Singapore Companies Act.
Such approval need not be specific but may be
general and, once given, will continue in force
only until the conclusion of the next annual
general meeting or the expiration of the period
within which the next annual general meeting is
required by law to be held, whichever is the
earlier, provided that such approval has not
been previously revoked or varied by the
company in a general meeting.
Power of Directors to Dispose of the Companys or its Subsidiaries Assets

The business of a Labuan company is managed
by the directors of the Labuan company. The
powers of directors are contained in the articles
of association of the Labuan company.
The Labuan Companies Act does not require
substantial disposals of assets of the Labuan
company to be approved by the members of the
Labuan company.
The Singapore Companies Act provides that

the business of a company is to be managed by,
or under the direction or supervision of, the
directors. The directors may exercise all the
powers of a company except any power that the
Singapore Companies Act or the memorandum
and articles of association of the company
require the company to exercise in a general
meeting.
D-1

The powers of the directors are subject to

provisions under the Labuan Companies Act
which prescribes duties of the directors and
requirements to disclose their interest in a
transaction.
Under the Singapore Companies Act, prior

approval of the company at a general meeting
is required before the directors can carry into
effect any proposals for disposing of the whole
or substantially the whole of the companys
undertaking or property, notwithstanding
anything in a companys memorandum or
articles of association.
Loans to Directors
There is generally, no restriction under the
Labuan Companies Act for the company to
make a loan to a director of the company. The
restriction in respect of loans to directors is
relation to the prohibition against financial
assistance, where the Labuan company may
provide financial assistance to employees
(other than an employee who is also a director)
of the Labuan company, any of its subsidiaries
or of its holding company for the purpose of or
in connection with the purchase of the Labuan
companys own shares or the shares of any of
its subsidiaries or its holding company.
A company (other than an exempt private

company) is prohibited from making a loan to a
director of the company or a related company
(and to the spouse or natural, step or adopted
children of any such director), and from giving a
guarantee or providing any security in
connection with such a loan, except in the
following circumstances:
(i)
(subject to, inter alia, the approval of the

company in a general meeting) the
provision of funds to such a director to
meet expenditure incurred or to be
incurred for the purposes of the company
or for the purpose of enabling him properly
to perform his duties as an officer of the
company;
(ii)
(subject to, inter alia, the approval of the

company in a general meeting) a loan to a
director in full time employment of the
company or a related company for the
purpose of purchasing or otherwise
acquiring a home occupied or to be
occupied by that director; however, not
more than one such loan may be
outstanding from the director at any one
time;
(iii) any loan to a director in full time

employment of the company or a related
company pursuant to an employee loan
scheme approved in a general meeting,
provided the loan is in accordance with
that scheme; and
D-2


(iv) a loan made in the ordinary course of
business by a company whose ordinary
business includes the lending of money or
the giving of guarantees in connection
with loans made by other persons if the
activities of that company are regulated by
any written law relating to banking, finance
companies or insurance or are subject to
supervision by the Authority.
For these purposes, a related company of a
company means its holding company, its
subsidiary and a subsidiary of its holding
company. A company (the first mentioned
company) (other than an exempt private
company) is also prohibited from making loans
to connected persons or entering into any
guarantee or providing any security in
connection with a loan made to connected
persons by a person other than the first
mentioned company. Connected persons of the
first mentioned company include companies in
which the director(s) of the first mentioned
company, individually or collectively, have an
interest in 20.0% or more (as determined in
accordance with the Singapore Companies
Act). This prohibition does not apply to:
(i)
anything done by a company where the

other company is its subsidiary, holding
company or a subsidiary of its holding
company; or
(ii)
in the case of a company whose ordinary

business includes the lending of money or
the giving of guarantees in connection
with loans made by other persons,
anything done in the ordinary course of
that business if the activities of that
company are regulated by any written law
relating to banking, finance companies or
insurance or are subject to supervision by
the Authority.
D-3

Giving of Financial Assistance to Purchase the Issuers or its Holding Companys Shares
A Labuan company may provide financial
assistance, whether directly or indirectly, for the
purposes of or in connection with the purchase
of its own shares or the shares of any of its
subsidiaries or of its holding company in the
following circumstances:
(i)
in the ordinary course of its business, if

the lending of money is part of the ordinary
business of the Labuan company;
(ii)
where the transaction has been approved

by a special resolution of the company,
and the directors have certified to the
meeting, in writing, to the effect that there
are no reasonable grounds for believing
that (i) the company is, or would after
giving the financial assistance be,
insolvent; or (ii) the realisable value of the
companys asset, excluding the amount of
any financial assistance in the form of a
loan and in the form of assets pledged or
encumbered to secure a guarantee,
would, after giving the financial assistance
or loan, be less than the aggregate of the
companys liabilities and stated capital; or
(iii) to employees (other than an employee

who is also a director) of the company or
of any of its subsidiaries or of this holding
company.
Except as otherwise provided by the Singapore

Companies Act, a public company or a
company whose holding company or ultimate
holding company is a public company shall not,
whether directly or indirectly, give any financial
assistance for the purpose of, or in connection
with, the acquisition (whether before or at the
same time as the giving of financial assistance)
or proposed acquisition by any person of that
companys shares or shares in its holding
company or ultimate holding company, as the
case may be.
Financial assistance includes the making of a
loan, the giving of a guarantee, the provision of
security, and the release of a debt or obligation.
The Singapore Companies Act specifically
provides for certain transactions not to be
prohibited. These include, among others:
(a)
a distribution of a companys assets by

way of dividends lawfully made and a
distribution in the course of a companys
winding up;
(b)
the payment by a company pursuant to a

reduction of capital in accordance with the
Singapore Companies Act;
(c)
the giving by a company in good faith and

in the ordinary course of commercial
dealing of any representation, warranty or
indemnity in relation to an offer to the
public of, or an invitation to the public to
subscribe for or purchase, shares or units
of shares in the company;
(d)
the entering into by the company, in good

faith and in the ordinary course of
commercial dealing, of an agreement with
a subscriber for shares in the company
permitting the subscriber to make
payments for the shares by instalments;
and
D-4


The Singapore Companies Act further provides
that a company can give financial assistance
under certain circumstances, including but not
limited to: (i) where the amount of financial
assistance does not exceed 10.0% of the
aggregate of the total paid-up capital and
reserves of the company as disclosed in the
most recent financial statements of the
company and the company receives fair value
in connection with the financial assistance; and
(ii) where the financial assistance is approved
unanimously by the shareholders of the
company, if certain conditions and procedures
under the Singapore Companies Act are
complied with. Where the company is a
subsidiary of a listed corporation or a subsidiary
whose
ultimate
holding
company
is
incorporated
in
Singapore,
the
listed
corporation or the ultimate holding company, as
the case may be, is also required to pass a
special resolution to approve the giving of the
financial
assistance.
The
Singapore
Companies Act further allows a company to
give financial assistance if the giving of the
assistance will not materially prejudice the
interests of the company or its shareholders, or
the companys ability to pay its creditors,
provided that certain conditions prescribed in
the Singapore Companies Act are fulfilled.
Disclosure of Interest in Contracts with the Issuer

Every director of a Labuan company who is in
any way, whether directly or indirectly,
interested in a contract or proposed contract
with the company shall, as soon as practicable
after the relevant facts have come to his
knowledge, declare the nature of his interest at
a meeting of the directors of the company or
caused to be circulated in writing to all the other
directors particulars of his interest.
The Singapore Companies Act provides that,

where a director of a company is directly or
indirectly interested in a transaction or
proposed transaction with that company, such a
director must, as soon as practicable after the
relevant facts have come to his knowledge,
declare the nature of his interest at a meeting of
directors of the company.
The above does not apply in a case where the

interest of the director of a Labuan company
consists only in him being a member or creditor
of another Labuan company which is interested
in a contract or proposed contract with the
first-mentioned company, if that interest may
properly be regarded as not being a material
interest.
The Singapore Companies Act also provides

that every director of a company who holds any
office or possesses any property whereby
whether directly or indirectly duties or interests
might be created in conflict with his duties or
interests as director shall declare at a meeting
of the directors of the company the fact and the
nature, character and extent of the conflict.
D-5

Resident directors shall be deemed to be

interested in all contracts or proposed contracts
with any Labuan company of which he is a
director. Resident directors are, however,
exempted from any requirement of circulation
of notice or declaration in writing and an oral
declaration noted in the minutes is deemed
sufficient compliance of the Labuan Companies
Act.
Remuneration
The fees of a resident director of a Labuan
company payable by a Labuan company shall
be paid to the Labuan trust company which
made him available for the appointment in such
manner and at such times as may be agreed
between the Labuan trust company and the
Labuan company. There are no restrictions
under the Labuan Companies Act for the
remuneration of directors. The articles of
association of the Labuan company would
usually provide for provisions relating to the
remuneration of directors.
The Singapore Companies Act provides that a

company shall not provide emoluments or
improve emoluments for a director in respect of
his office unless the provision has been
approved by a resolution that is not related to
other matters, and any resolution passed in
breach of this provision is void.
For these purposes, the term emoluments in
relation to a director includes fees and
percentages, expenses allowance in so far as
those sums are charged to income tax in
Singapore, contributions paid under a pension
scheme, and any benefits received otherwise
than in cash in respect of his services as a
director.
Appointment, Qualification, Disqualification, Resignation, Removal of Directors

Number, Qualification and Appointment of
Directors
Number, Qualification and Appointment of

Directors
Under the Labuan Companies Act, every

Labuan company shall have at least one
director who may be a resident director.
Under the Singapore Companies Act, every

company must have at least one director who is
ordinarily resident in Singapore. Where the
company has only one member, that sole
director may also be the sole member of the
company.
Resident directors must be:

(i)
(ii)
an officer of a Labuan trust company

approved by the Labuan Financial
Services Authority under the Labuan
Financial Services and Securities Act
2010;
a domestic company or a Labuan
company wholly owned by a Labuan trust
company;
No person other than a natural person who has

attained the age of 18 years and who is
otherwise of full legal capacity can be a director
of a company. Every director, who is by the
articles of association required to hold a
specified share qualification and who is not
already qualified, must obtain his qualification
within two months after his appointment or such
shorter period as is fixed by the articles of
association.
D-6

(iii) an officer of a domestic company granted

a licence or registered under the
Insurance Act 1963, Islamic Banking Act
1983, Takaful Act 1984 or the Banking and
Financial Institutions Act 1989 (now
replaced by the Financial Services Act
2013 and Islamic Financial Services Act
2013) which holds shares in a Labuan
company;
In the case of a public company, the

appointment of 2 or more persons, by a single
resolution as directors at a general meeting
must generally be voted on individually. In
addition, no person of or over the age of 70
years shall be appointed as a director of a
public company or of a subsidiary of a public
company, unless he has been appointed, reappointed or authorised to continue in office as
a director by an ordinary resolution passed at
an annual general meeting of the company,
until the next general meeting of the company.
who are made available for appointment by the

Labuan trust company or the domestic
company.
Subject to the provisions of the Singapore

Companies Act, the articles of association of a
company may also empower the board of
directors to appoint any directors to fill a casual
vacancy or an additional director.
Under the Labuan Companies Act, there is no

requirement for a company incorporate in
Labuan to have an independent director.
The Listing Manual which applies to companies

listed on the Catalist Board of the SGX-ST
contains requirements relating to board
composition.
Licensed entities in Labuan are subject to

separate requirements under other Labuan
legislations to maintain an independent board.
The issuers board must have at least two

non-executive directors who are independent
and free of any material business or financial
connection with the issuer.
In addition, the Code of Corporate Governance
2012 requires that at least one-third of the
board be independent.
Audit Committee
Audit Committee
There is no requirement under the Labuan

Companies Act for the appointment of an audit
committee for a Labuan company that proposes
to list.
Under the Section 201B of the Singapore

Companies Act, every Singapore-incorporated
listed company is required to have an audit
committee. Pursuant to the Code of Corporate
Governance 2012, the audit committee should
comprise at least three directors, all nonexecutive, the majority of whom including the
chairman, should be independent; and at least
two members of the audit committee, including
the chairman, should have recent and relevant
accounting or related financial management
expertise or experience, as the board interprets
such qualification in its business judgement.
D-7

Disqualification of Directors
Disqualification of Directors
Under the Labuan Companies Act, the Labuan

Financial Services Authority may issue a
direction that a person who, in Labuan or
elsewhere:
Under the Singapore Companies Act, a person

may not act as a director of any corporation if
he is an undischarged bankrupt unless he has
the leave of the Singapore courts or the written
permission of the Official Assignee appointed
under the Bankruptcy Act, Chapter 20 of
Singapore, to do so.
(i)
a charge for an offence in connection with

the formation or management of a
corporation has been proved against him;
(ii)
a charge for any act involving fraud or

dishonesty has been proved against him;
or
(iii) is an undischarged bankrupt or insolvent,

be disqualified from acting as a director of, or
being in any way directly or indirectly
concerned with, or taking part in the
management of, a Labuan company.
Once a direction has been issued by the
Labuan Financial Services Authority, a Labuan
company shall not thereafter appoint or retain a
person so disqualified as a director, and a
person
so
disqualified
who
acts
in
contravention of that direction without leave of
the court shall be guilty of an offence under the
Labuan Companies Act.
Directors of licensed entities are to be fit and
proper persons as defined under the Guidelines
on Fit and Proper Person issued by the Labuan
Financial Services Authority.
A person may be disqualified from acting as a

director of a company by the Singapore courts
for a period not exceeding five years if, among
others, (a) he is or has been a director of a
company which has at any time gone into
liquidation (whether while he was a director or
within three years of his ceasing to be a
director) and was insolvent at that time and (b)
his conduct makes him unfit to be a director of
a company.
A person may, subject to certain exceptions,
also be disqualified from acting as a director by
the Singapore courts for a period of three years
if he is a director of a company which is ordered
to be wound up by the Singapore courts on the
ground that it is being used for purposes
against national security or interest.
He could also be disqualified on other grounds,
such as conviction of any offence (whether in
Singapore or elsewhere) involving fraud or
dishonesty
which
is
punishable
with
imprisonment for three months or more, any
offence under Part XII of the Securities and
Futures Act or the person is subject to the
imposition of a civil penalty under Section 232
of the Securities and Futures Act or because of
persistent default in relation to delivery of
documents to the Registrar of Companies
appointed under the Singapore Companies Act.
D-8

Resignation of Directors
Resignation of Directors
A resident director of a Labuan company may

retire or resign subject to the terms of the
agreement between the Labuan trust company
which made him available for the appointment
or the Labuan company or domestic company,
as the case may be, and the Labuan company
of which he was appointed resident director.
Notwithstanding any other provision of the

Singapore Companies Act or in the
memorandum or articles of that company, or in
any agreement with that company, a director of
a company cannot resign or vacate his office
unless there is remaining in the company at
least one director who is ordinarily resident in
Singapore, and any purported resignation or
vacation of office in breach of this provision is
deemed to be invalid.
The resident director may be replaced by

another officer of the Labuan trust company or
the Labuan company or the domestic company
wholly owned by the Labuan trust company, as
the case may be, made available for the
appointment by the Labuan trust company.
Any casual vacancy in directors may, so far as
the articles of the Labuan company do not
otherwise provide, be filled by a person
appointed by the continuing director or
directors or, if there is no continuing director, by
the Labuan Financial Services Authority on
application made by a member of the company.
Removal of Directors
Removal of Directors
Notwithstanding anything in the constituent

documents of a Labuan company or in any
agreement between a Labuan company and a
director, a director of the Labuan company may
be removed from office by its shareholders
resolution, in accordance to its memorandum or
articles, which is passed at a meeting called for
the purpose that include the removal of a
director.
A director of a public company may be removed

before the expiration of his period of office by
an ordinary resolution of the shareholders,
notwithstanding anything in the memorandum
or articles of association of that company or in
any agreement between that company and the
director, but where any director so removed
was appointed to represent the interests of any
particular class of shareholders or debenture
holders, the resolution to remove him shall not
take effect until his successor has been
appointed.
The notice of the meeting shall state that the

purpose of the meeting is the removal of the
director.
Where permitted by the memorandum or
articles of a Labuan company, a director of the
Labuan company may be removed from office
by the directors of the Labuan company.
D-9

Mergers and Similar Arrangements

The Labuan Companies Act provides that the
directors of a Labuan company may, by
resolution of directors, approve a plan of
arrangement containing the specific details of
the proposed arrangement and thereafter make
an application to the court to approve the
proposed arrangements.
A plan of arrangement includes:
(i)
a reorganisation or reconstruction of a
Labuan company incorporated under the
Labuan Companies Act;
(ii)
a merger of consolidation of one or more

Labuan companies with one or more other
Labuan companies, if the surviving
company or the consolidated company is a
Labuan company;
(iii) a separation of two or more businesses

carried on by a Labuan company;
(iv) a merger or consolidation of one or more
Labuan companies with one or more
corporations; or
(v)
any combination of any of the things

specified in the above paragraphs.
Notwithstanding the above, two or more

Labuan companies may amalgamate and
continue as a new Labuan company provided
that an amalgamating Labuan company shall
not be a licensed entity under the Labuan
Financial Services and Securities Act 2010 or
the Labuan Islamic Financial Services and
Securities Act 2010. An amalgamation proposal
shall be approved by the members of each
amalgamating Labuan company by special
resolution in the manner provided in the articles
of each amalgamating Labuan company. A
Labuan company, a foreign Labuan company or
a corporation may amalgamate and continue as
a Labuan company registered in Labuan
provided that the Labuan company, the foreign
Labuan company or the corporation, as the
case may be, shall not be a licensed entity
under the Labuan Financial Services and
Securities Act 2010 or the Labuan Islamic
The Singapore Companies Act provides that

the Singapore courts have the authority, in
connection
with
a
scheme
for
the
reconstruction of any company or companies or
the amalgamation of any two or more
companies and that under the scheme the
whole or any part of the undertaking or the
property of any company concerned in the
scheme (the transferor company) is to be
transferred to another company (the transferee
company), to order that the transfer to the
transferee company of the whole or any part of
the undertaking and of the property or liabilities
of the transferor company. Such power only
exists in relation to companies incorporated in
Singapore.
The Singapore Companies Act further provides
for a voluntary amalgamation process without
the need for a court order. Under this voluntary
amalgamation process, two or more companies
may amalgamate and continue as one
company, which may be one of the
amalgamating companies or a new company, in
accordance with the procedures set out in the
Singapore Companies Act. As part of these
procedures, the board of directors of each of
the amalgamating company must make a
solvency statement in relation to both the
amalgamating company and the amalgamated
company.
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Financial Services and Securities Act 2010.

The Labuan Companies Act 1990 also provides
for a short form amalgamation where a Labuan
company and one or more of its wholly-owned
subsidiaries to amalgamate and continue as
one Labuan company.
Shareholders Suits and Protection of Minority Shareholders
The Labuan Companies Act does not provide
for situations where shareholders of a company
can apply to the court to remedy situations
where the directors have exercised powers in
an oppressive manner; the directors powers
are being exercised in disregard of the interests
of one or more of the members; or the company
has done or threatens to do an act which
unfairly discriminates against or is otherwise
prejudicial to one or more of the companys
members.
Notwithstanding the absence of such statutory
provisions, shareholders of a company may still
bring actions under common law.
A member or a holder of a debenture of a

company may apply to the Singapore courts for
an order under Section 216 of the Singapore
Companies Act to remedy situations where:
(a)
a companys affairs are being conducted

or the powers of the companys directors
are being exercised in a manner
oppressive to, or in disregard of the
interests of one or more of the members,
shareholders or holders of debentures of
the company, including the applicant; or
(b)
a company has done an act, or threatens

to do an act, or the members or holders of
debentures have passed some resolution,
or propose to pass some resolution, which
unfairly discriminates against, or is
otherwise prejudicial to, one or more of the
companys members or holders of
debentures, including the applicant.
A member of a company who is seeking relief

for damage done to the company may bring a
common law derivative action in certain
circumstances against the persons who have
done wrong to the company.
The Labuan Companies Act does provide,
however, that if a person has engaged, is
engaging or intends to engage in conduct that
constituted, constitutes or would constitute a
contravention, an attempt to contravene, an
attempt that aids, abets, advises or procures a
person to contravene, an attempt to induce a
person to contravene, an attempt by which any
person would be in any way knowingly
concerned in or party to a contravention or an
attempt of conspiracy with others to contravene
the Labuan Companies Act, the court may, on
the application of the Labuan Financial
Services Authority, or of a person whose
interest have been, are or would be affected by
the conduct, grant an injunction, on such terms
as the court thinks appropriate, restrain the
first-mentioned person from engaging in the
conduct or require that person to do any act or
thing.
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Malaysian courts have wide discretion as to the

relief they may grant under an action brought by
the shareholders of the company based on the
Contracts Act 1950 and the Specific Relief Act
1950. Such remedies include specific
performance of a contract and compensation
for breach of contract.
Singapore courts have wide discretion as to the

relief they may grant under such application,
including, inter alia, directing or prohibiting any
act or cancelling or varying any transaction or
resolution, providing that the company be
wound up, or authorising civil proceedings to be
brought in the name of or on behalf of the
company by such person or persons and on
such terms as the court directs.
In addition, a member of a company who is
seeking relief for damage done to the company
may bring a common law derivative action in
certain circumstances against the persons who
have done wrong to the company. Further,
Section 216A of the Singapore Companies Act
prescribes a procedure to apply to the Court for
leave to bring an action or arbitration in the
name and on behalf of the company or
intervene in an action to which the company is
a party for the purpose of prosecuting,
defending or discontinuing the action on behalf
of the company.
Shareholders Action by Written Consent

Notwithstanding anything to the contrary in the
Labuan Companies Act or the articles of the
Labuan company, a resolution in writing signed
by or on behalf of all persons for the time being
entitled to receive notice of, and to attend and
vote at, general meetings of a Labuan
company, shall for the purposes of the Labuan
Companies Act, be treated as a resolution duly
passed at a general meeting of the Labuan
company, and where relevant, as a special
resolution so passed.
Notwithstanding any other provision of the

Singapore Companies Act, a private company
may pass any resolution by written means
(save for any resolution to dispense with the
holding of annual general meetings or any
resolution which special notice is required) in
accordance with the provisions of the
Singapore Companies Act.
Shareholders Proposals
The directors of a Labuan company,
notwithstanding anything in the articles of
association of the Labuan company, shall, on
the requisition of ten or more members, or
members holding at the date of the deposit of
the requisition not less than one-tenth of the
total paid-up capital of the company, forthwith
proceed to convene a meeting of members.
Members holding not less than 10.0% of the paid

up capital of a company, or in the case of a
company not having a share capital, of members
representing not less than 10% of the total voting
rights of all members having a right to vote at
general meetings, may requisition for an
extraordinary general meeting in accordance with
the provisions of the Singapore Companies Act.
The directors must convene the meeting to be
held as soon as practicable, but in any case not
later than two months, after the receipt by the
company of the requisition.
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Two or more members holding not less than
10.0% of the company issued share capital may
also call a meeting of the company in
accordance with the provisions of the
Winding Up and Dissolution

Winding Up
Winding Up
The winding up of a Labuan company may be

done in the following ways:
The winding up of a company may be done in

the following ways:
(i)
members voluntary winding up;
(i)
members voluntary winding up;
(ii)
creditors voluntary winding up;
(ii)
creditors voluntary winding up;
(iii) court compulsory winding up; and
(iii) court compulsory winding up; and
(iv) alternative
voluntary
winding
up
procedure for Labuan companies which
are solvent.
(iv) an order made pursuant to Section 216 of

the Singapore Companies Act for the
winding up of the company.
The type of winding up depends, inter alia, on
whether the company is solvent or insolvent.
Dissolution
Dissolution
A Labuan company may be dissolved:
A company may be dissolved:
(i)
through the process of liquidation

pursuant to the winding up of the
company;
(i)
through the process of liquidation

pursuant to the winding up of the
company;
(ii)
in an amalgamation of two companies

where
the
amalgamating
Labuan
companies are removed from the register;
or
(ii)
in a merger or amalgamation of two

companies where the court may order the
dissolution of one after its assets and
liabilities have been transferred to the
other; or
(iii) when it is struck off the register by the

Labuan Financial Services Authority for
failing to pay annual fees and remains
struck off for a period of 3 years in which
case the Labuan company is deemed to
have been dissolved.
(iii) when it is struck off the register by the

Registrar of Companies on the ground that
it is a defunct company.
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Variation of Rights of Shares

The Labuan Companies Act provides that the
articles of association may provide for rights,
limitations,
designations
or
preferences
attached to the shares issued by the Labuan
companies.
Under the Singapore Companies Act, if, in the

case of a company the share capital of which is
divided into different classes of shares, a
provision is made by the memorandum or
articles of association of the company for
authorising the variation or abrogation of the
rights attached to any class of shares in the
company, subject to the consent of any
specified proportion of the holders of the issued
shares of that class or the sanction of a
resolution passed at a separate meeting of the
holders of those shares, and in pursuance of
that provision, such rights are at any time
varied or abrogated, the holders of not less in
aggregate than 5.0% of the issued shares of
that class may apply to the Singapore courts to
have the variation or abrogation cancelled in
accordance with the Singapore Companies Act.
In such event, the variation or abrogation of
such rights shall not have effect until confirmed
by the Court.
The Singapore courts may, if satisfied that the
variation or abrogation would unfairly prejudice
the shareholders of the class represented by
the applicant, disallow the variation or
abrogation, and shall if not so satisfied, confirm
it.
Amendment of Governing Documents

Amendments to Memorandum of
Association and Articles of Association
Amendments to Memorandum of
Association and Articles of Association
Subject to the Labuan Companies Act, a

Labuan company may, by special resolution,
alter or add to its memorandum or articles of
association.
Unless otherwise provided in the Singapore

Companies Act, a companys memorandum or
articles of association may be altered by way of
special resolution, except that any entrenching
provision in the memorandum or articles of
association may be removed or altered only if
all members of the company agree.
Any alteration or addition so made in the

memorandum or articles of association shall
take effect from the date the notice of the
relevant resolution is lodged with the Labuan
Financial Services Authority and be as valid as
if originally contained therein and be subject in
like manner to alteration by special resolution.
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For these purposes, the term entrenching
provision means a provision of the
memorandum or articles of association of a
company to the effect that other specified
provisions of the memorandum or articles of
association (a) may not be altered in the
manner provided by the Singapore Companies
Act, or (b) may not be so altered except by a
resolution passed by a specified majority
greater than 75.0%, or where other specified
conditions are met.
Directors Fiduciary Duties

In addition to the directors statutory duties
under the Labuan Companies Act, every
director by virtue of his office occupies a
fiduciary position with respect to the company.
Breaches of such duties would render the
director liable to the company for any profit
made by him for any damage suffered by the
company as a result of such contravention and
the director will be guilty of an offence under the
Labuan Companies Act.
Every director by virtue of his office occupies a

fiduciary position with respect to the company.
A director is not permitted to place himself in a
situation where his interests conflict with his
duty.
Duties are imposed upon any person who
becomes a director of a company and breaches
of these duties may lead to criminal or civil
liabilities. Such duties are governed by statute
and common law.
Such duties include (without limitation) duties of
care and skill and duties to act in good faith in
the best interest of the company, as well as the
statutory
duties
under
the
Singapore
Companies Act to (a) act honestly and to use
reasonable diligence in the discharge of the
duties of his office at all times, and (b) not make
improper use of the directors position as officer
or agent of the company (or any information
acquired by virtue thereof) to gain an
advantage for himself or any other person or to
cause detriment to the company.
Conversion
There is no limit to the number of members of a
Labuan company and as such, there is no
distinction between a Labuan private company
and a Labuan public company. There is
therefore no mechanism for conversion under
the Labuan Companies Act as this is not
applicable.
The Singapore Companies Act provides that a

private company may be converted to a public
company and vice versa by, inter alia, passing a
special resolution. A limited company could be
converted into an unlimited company and vice
versa by complying with the provisions in the
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APPENDIX E SUMMARY OF LABUAN COMPANIES LAW

Our Company was incorporated in Labuan, Malaysia on 21 August 2015 as a company limited by
shares under the Labuan Companies Act. We set out below a summary of certain provisions of
Labuan companies law, although this does not purport to contain all applicable qualifications and
exceptions or to be a complete review of all matters of Labuan companies law, which may differ
from equivalent provisions in other jurisdiction:
Operations
The Company shall carry out business on in, from or through Labuan. The Company shall file an
annual return signed by a director or the company secretary with the Labuan Financial Services
Authority (LFS Authority) once in each calendar year, not later than 30 days prior to the
anniversary of the date of its incorporation and pay an annual fee as may be prescribed, on or
before the anniversary of the date of its incorporation.
Share capital
The Labuan Companies Act provides that the shares of a Labuan company shall have no par or
nominal value. The power to issue shares in a Labuan company is usually vested with the
directors of the Labuan company subject to any restrictions in the articles of association of the
Labuan company.
The Labuan Companies Act further provides that, subject to confirmation by the court, a Labuan
company may, if so authorised by its articles of association, by special resolution reduce its share
capital in any way and in particular, without limiting the generality of the foregoing, may:
(a)
extinguish or reduce the liability of any of its shares in respect of share capital not paid up;
(b)
cancel any paid-up capital which is lost or unrepresented by available assets; or
(c)
pay off any paid-up share capital which is in excess of the needs of the company, or which
it is otherwise in the interest of the company as a whole to have paid off,
and may, so far as necessary, alter its memorandum by reducing the amount of its share capital
and of its shares accordingly.
Membership
The Labuan Companies Act provides that a Labuan company (i.e. a company limited by shares,
a company limited by guarantee or an unlimited company) is required to keep a register of its
members and enter therein:
(a)
the names, nationalities and addresses, and any other relevant information and particulars,
of the members, and a statement of the shares held by each member, distinguishing each
share by its number (if any) or by the number (if any) of the certificate evidencing the
members holding and of the amount paid or agreed to be considered as paid on the shares
of each member,
(b)
the date at which the name of each person was entered in the register as a member,
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(c)
the date at which any person who ceased to be a member during the previous seven (7)
years so ceased to be a member; and
(d)
the date of every allotment of shares to members and the number of shares comprised in
each allotment.
The articles of association of the Company, provides that if the registered shareholder is the
Central Depository (Pte) Limited or any other corporation approved as a depository company or
corporation for the purposes of the Singapore Companies Act (Cap. 50) for the holding and
transfer of book-entry securities, any depositor named in the Depository Register shall be
recognised as the shareholder of the Company. Further, the Depository or its nominee company
shall, in relation to deposited securities which are registered in its name, be deemed to be a bare
trustee for the depositors.
Financial assistance to purchase shares of a company or its holding company
Pursuant to the Labuan Companies Act, a Labuan company may provide financial assistance,
whether directly or indirectly, for the purpose of or in connection with the purchase of its own
shares or the shares of any of its subsidiaries or of its holding company in the following
circumstances:
(a)
in the ordinary course of its business, if the lending of money is part of the ordinary business
of the Labuan company;
(b)
where the transaction has been approved by a special resolution of the company, and the
directors have certified to the meeting, in writing, to the effect that there are no reasonable
grounds for believing that (i) the company is, or would after giving the financial assistance be,
insolvent; or (ii) the realisable value of the companys asset, excluding the amount of any
financial assistance in the form of a loan and in the form of assets pledged or encumbered
to secure a guarantee, would, after giving the financial assistance or loan, be less than the
aggregate of the companys liabilities and stated capital; or
(c)
to employees (other than an employee who is also a director) of the company or of any of its
subsidiaries or of its holding company.
Purchase by a Labuan company of its own shares

A Labuan company may purchase its own shares where its memorandum or articles so provide,
and by special resolution provided that the purchases thereof, whether direct or indirect, shall be
made to the extent of any solvent surplus available and provided further that the shares are fully
paid and a minimum of one (1) shareholder, other than the Labuan company itself, would remain
after the purchase.
Any payment made by the Labuan company in consideration of the purchase of its own shares
may be made out of the Labuan companys capital or profits so long as the directors declare by
way of a solvency declaration that:
(a)
the Labuan company is able to pay its debt in full at the time of such payment and will be able
to pay its debt as they fall due in the normal course of business during the period of twelve
(12) months immediately following the date of payment; and
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(b)
the value of the Labuan companys assets is not less than the value of its liabilities (including
contingent liabilities) and will not after the proposed purchase become less than the value of
its liabilities (including contingent liabilities).
Redeemable preference shares

A Labuan company having a share capital may, if so authorised by its articles, issue preference
shares which are, or at the option of the company are to be, liable to be redeemed, and the
redemption shall be effected only on such terms and in such manner as are provided by its articles
of association. Any redemption of the preference shares shall not be taken as reducing the amount
of share capital of the Labuan company and these shares shall not be redeemed unless they are
fully paid up.
Dividends
Section 140 of the Labuan Companies Act provides that a Labuan company may only pay
dividends to its shareholders out of profit.
Protection of minorities
The Labuan Companies Act does not have any express provision on the protection of minorities.
However, the articles of association of the Company provides that any member or holder of a
debenture of the Company may apply to the court for an order on the ground:
(a)
that the affairs of the Company are being conducted or the powers of the directors are being
exercised in a manner oppressive to one or more of the members or holders of debentures
including himself or in disregard of his or their interests as members, shareholders or holders
of debentures of the Company; or
(b)
that some act of the Company has been done or is threatened or that some resolution of the
members, holders of debentures or any class has been passed or is proposed which unfairly
discriminates against or is otherwise prejudicial to one or more of the members or holders of
debentures.
Management
The Labuan Companies Act contains no specified restriction on the powers of directors to dispose
of assets of the Labuan company. However, the Labuan Companies Act provides that every officer
of a Labuan company shall at all times act honestly and use reasonable diligence in the discharge
of the duties of his office. In addition, a director of a Labuan company shall at all times exercise
his powers for a proper purpose and in good faith in the best interest of the Labuan company.
Accounting and auditing requirements
A Labuan company shall cause proper accounting and other records which sufficiently explain the
transaction and financial position of the company to be kept properly at the registered office of the
company or such other place in Labuan as the directors think fit. These accounting records must
be open for inspection by any director and shall be kept in such manner as to enable them to be
conveniently and properly audited.
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Section 110(2) of the Labuan Companies Act provides that every company and the directors shall
cause appropriate entries to be made in the accounting and other records of the company within
90 days of the completion of the transactions to which they relate.
Further, the directors of the Labuan company shall also cause to be laid the audited or unaudited
accounts before the company at a meeting of members not more than nine (9) months after the
date to which the audited or unaudited accounts are made up and these audited or unaudited
accounts shall be sent to all members of the company together with a copy of the auditors report
not less than seven (7) days before the date of the meeting of members.
Loans to directors
There is no express provision in the Labuan Companies Act prohibiting the making of loans by a
Labuan company to any of its directors.
Inspection of corporate records
The members of a Labuan company shall have the right to inspect the minutes book and registers
of the Labuan company (including the register or members, directors and secretaries, charges and
debenture holders). The Labuan Companies Act, however, does not contain any express provision
prohibiting the members of a Labuan company to inspect or obtain copies of the other corporate
records. As such, the members may have the rights to do so if so provided in the companys
articles of association.
Winding up
The winding up of a Labuan company may be done in the following ways:
(a)
members voluntary winding up,
(b)
creditors voluntary winding up,
(c)
court compulsory winding up, and
(d)
alternative voluntary winding up procedure for Labuan companies which are solvent.
A voluntary winding up may be done willingly by its members or creditor. In such a case, the
directors of the company shall be required to make a statutory declaration in the prescribed form
to be lodged with the registrar of companies and with the official receiver appointed under the
Bankruptcy Act, 1967. The statutory declaration must set out:
(a)
that the company cannot by reason of its liabilities continue its business; and
(b)
that meetings of the company and of its creditors have been summoned for a date within one
month of the date of the declaration.
A company may be wound up voluntary:

(a)
when the period fixed for the duration of the company under its memorandum or articles of
association expires, or at the occurrence of certain events which the memorandum or articles
of association provides for the company to be dissolved, and the company passes a
resolution in the general meeting requiring the company to be wound up voluntarily; or
(b)
if the company resolves by special resolution to be wound up.
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The company is obliged to cease to carry on its business from the time of passing the resolution
for voluntary winding up or upon the appointment of a liquidator before the resolution for the
voluntary winding up was passed, at the time when the statutory declaration was lodged with the
registrar of companies.
The circumstances for court compulsory winding up of a company are governed under Section 218
of the Malaysia Companies Act. The most common situation where a winding up petition is brought
upon a company is pursuant to Section 218(e) of the Malaysia Companies Act whereby the
company is deemed to be unable to pay its creditors. A company shall be deemed to be unable
to pay its debt if (i) a creditor to whom the company is indebted in a sum exceeding RM500 then
due has served on the company by leaving at the registered office a demand requiring the
company to pay the sum so due, and the company fails to pay the said amount or to secure or
compound for it to the reasonable satisfaction of the creditor within 21 days, (ii) execution or other
process issued on a judgement, decree or order of any court in favour of a creditor of the company
is returned unsatisfied in whole or in part; or (iii) it is proved to the satisfaction of the court that
the company is unable to pay its debts, and in determining whether a company is unable to pay
its debts, the court shall take into account the contingent and prospective liabilities of the
company.
Section 131A of the Labuan Companies Act provides that where a Labuan company has ceased
to operate and has discharged all its debts and liabilities, any officer or member of the Labuan
company may, apply to the Authority for a declaration of dissolution of the Labuan company.
However, before making an application to the Authority, the applicant shall ensure that a notice to
the effect that the applicant proposes to apply to the Labuan Financial Services Authority for a
declaration of dissolution of the Labuan company (i) is being published in at least one newspaper
widely circulated in Malaysian and one international financial newspaper in an advertisement, and
(ii) is being sent by registered post to each director and to each member of the Labuan company
at the last known address of which the Labuan company has notice. Thereafter, the Authority may
dissolve the Labuan company unless written objection is made to the Authority within 30 days from
the date the notice was posted provided always that the Authority shall not make a declaration of
dissolution of a Labuan company earlier than 30 days after the date of publication or posting.
Arrangements and Reconstructions
The Labuan Companies Act provides that the directors of a Labuan company may, by resolution
of directors, approve a plan of arrangement containing the specific details of the proposed
arrangement and make an application to the court to approve the proposed arrangements.
A plan of arrangement includes:
(a)
a reorganisation or reconstruction of a Labuan company incorporated under the Labuan

Companies Act;
(b)
a merger of consolidation of one or more Labuan companies with one or more other Labuan
companies, if the surviving company or the consolidated company is a Labuan company;
(c)
a separation of two or more businesses carried on by a Labuan company;
(d)
a merger or consolidation of one or more Labuan companies with one or more corporations;
or
(e)
any combination of any of the things specified in the above paragraphs.

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Upon approval of the plan of arrangement by the directors, the Labuan company shall make an
application to the court for approval of the proposed arrangement. The court may thereafter, make
an interim or final order and in making the order, the court may:
(a)
determine what notice, if any, of the proposed arrangement is to be given to any person;
(b)
determine whether approval of the proposed arrangement by any person should be obtained
and the manner of obtaining the approval;
(c)
determine whether any holder of shares, debt obligations or other securities in the company
may dissent from the proposed arrangement and received payment of the value of his
shares, debt obligations or other securities;
(d)
conduct a hearing and permit any interested persons to appear; and
(e)
approve or reject the plan or arrangement as proposed or approve it with such amendments
as it may direct,
provided that the court is satisfied that the requirements of the laws of the jurisdiction in which the
company is incorporated, registered or established in order to allow it to proceed with the
arrangement have been complied with.
Compulsory acquisition
There is no provision in the Labuan Companies Act which provides for compulsory acquisition of
a Labuan company.
Indemnification
The Labuan Companies Act does not limit the extent to which a Labuan companys articles of
association may provide for indemnification of officers and directors (save where such Labuan
company is a Labuan protected cell company under the Labuan Companies Act). However, the
articles of association of the Company provides that the Company may not indemnify the directors
and officers of the Company against any liability which by law would otherwise attach to them in
respect of any negligence, wilful default, breach of duty or breach of trust of which they may be
guilty for.
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APPENDIX F SELECTED EXTRACTS OF OUR

ARTICLES OF ASSOCIATION
The discussion below provides information about certain provisions of our Articles of Association.
This description is only a summary and is qualified by reference to our Articles of Association. The
following are extracts of the provisions in our Articles relating to:
(a)
A directors power to vote on a proposal, arrangement or contract in which he is

interested
Article 89(1) Powers of Directors to contract with Company
No Director or intending Director shall be disqualified by his office from contracting or
entering into any arrangement with the Company either as vendor, purchaser or otherwise
nor shall such contract or arrangement or any contract or arrangement entered into by or on
behalf of the Company in which any Director shall be in any way interested be avoided nor
shall any Director so contracting or being so interested be liable to account to the Company
for any profit realised by any such contract or arrangement by reason only of such Director
holding that office or of the fiduciary relation thereby established but every Director shall
observe the provisions of Section 91 of the Labuan Companies Act relating to the disclosure
of the interests of the Directors in transactions or proposed transactions with the Company
or of any office or property held by a Director which might create duties or interests in conflict
with his duties or interests as a Director and any transactions to be entered into by or on
behalf of the Company in which any Director shall be in any way interested shall be subject
to any requirements that may be imposed by the Exchange. No Director shall vote in respect
of any contract, arrangement or transaction in which he has directly or indirectly a personal
material interest as aforesaid or in respect of any allotment of shares in or debentures of the
Company to him and if he does so vote his vote shall not be counted.
Article 89(2) Relaxation of restriction on voting
A Director, notwithstanding his interest, may be counted in the quorum present at any
meeting where he or any other Director is appointed to hold any office or place of profit under
the Company, or where the Directors resolve to exercise any of the rights of the Company
(whether by the exercise of voting rights or otherwise) to appoint or concur in the
appointment of a Director to hold any office or place of profit under any other company, or
where the Directors resolve to enter into or make any arrangements with him or on his behalf
pursuant to these Articles or where the terms of any such appointment or arrangements as
hereinbefore mentioned are considered, and he may vote on any such matter other than in
respect of the appointment of or arrangements with himself or the fixing of the terms thereof.
Article 90(3) Exercise of voting power
The Directors may exercise the voting power conferred by the shares in any company held
or owned by the Company in such manner and in all respects as the Directors think fit in the
interests of the Company (including the exercise thereof in favour of any resolution
appointing the Directors or any of them to be directors of such company or voting or providing
for the payment of remuneration to the directors of such company) and any such Director of
the Company may vote in favour of the exercise of such voting powers in the manner
aforesaid notwithstanding that he may be or be about to be appointed a director of such other
company.
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(b)
A directors power to vote on remuneration (including pension or other benefits) for

himself or for any other director and whether the quorum at a meeting of the board of
directors to vote on directors remuneration may include the director whose
remuneration is the subject of the vote
Article 85(1) Fees
The fees of the Directors shall be determined from time to time by the Company in general
meetings and such fees shall not be increased except pursuant to an ordinary resolution
passed at a general meeting where notice of the proposed increase shall have been given
in the notice convening the meeting. Such fees shall be divided among the Directors in such
proportions and manner as they may agree and in default of agreement equally, except that
in the latter event any Director who shall hold office for part only of the period in respect of
which such fee is payable shall be entitled only to rank in such division for the proportion of
fee related to the period during which he has held office.
Article 85(2) Extra remuneration
Any Director who is appointed to any executive office or serves on any committee or who
otherwise performs or renders services, which, in the opinion of the Directors, are outside his
ordinary duties as a Director, may be paid such extra remuneration as the Directors may
determine, subject however as is hereinafter provided in this Article.
Article 85(3) Remuneration of director
The fees (including any remuneration under Article 85(2) above) in the case of a Director
other than an Executive Director shall be payable by a fixed sum and shall not at any time
be by commission on or percentage of the profits or turnover, and no Director whether an
Executive Director or otherwise shall be remunerated by a commission on or percentage of
turnover.
Article 86 Expenses
The Directors shall be entitled to be repaid all travelling or such reasonable expenses as may
be incurred in attending and returning from meetings of the Directors or of any committee of
the Directors or general meetings or otherwise howsoever in or about the business of the
Company in the course of the performance of their duties as Directors.
Article 87 Pensions to directors and dependents
Subject to the Labuan Companies Act, the Directors on behalf of the Company may pay a
gratuity or other retirement, superannuation, death or disability benefits to any Director or
former Director who had held any other salaried office or place of profit with the Company or
to his widow or dependants or relations or connections or to any persons in respect of and
may make contributions to any fund and pay premiums for the purchase or provision of any
such gratuity, pension or allowance.
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Article 88 Benefits for employees
The Directors may procure the establishment and maintenance of or participate in or
contribute to any non-contributory or contributory pension or superannuation fund or life
assurance scheme or any other scheme whatsoever for the benefit of and pay, provide for
or procure the grant of donations, gratuities, pensions, allowances, benefits or emoluments
to any persons (including Directors and other officers) who are or shall have been at any time
in the employment or service of the Company or of the predecessors in business of the
Company or of any subsidiary company, and the wives, widows, families or dependants of
any such persons. The Directors may also procure the establishment and subsidy of or
subscription and support to any institutions, associations, clubs, funds or trusts calculated to
be for the benefit of any such persons as aforesaid or otherwise to advance the interests and
well-being of the Company or of any such other company as aforesaid or of its Members and
payment for or towards the insurance of any such persons as aforesaid, and subscriptions
or guarantees of money for charitable or benevolent objects or for any exhibition or for any
public, general or useful object.
Article 93 Remuneration of Chief Executive Officer/Managing Director
The remuneration of a Chief Executive Officer/Managing Director (or any Director holding an
equivalent appointment) shall from time to time be fixed by the Directors and may subject to
these Articles be by way of salary or commission or participating in profits or by any or all of
these modes but he shall not under any circumstances be remunerated by a commission on
or a percentage of turnover.
Article 102(1) Alternate Directors
Any Director of the Company may at any time appoint any person who is not a Director or
alternate Director and who is approved by a majority of his co-Directors to be his alternate
Director for such period as he thinks fit and may at any time remove any such alternate
Director from office. An alternate Director so appointed shall be entitled to receive from the
Company such proportion (if any) of the remuneration otherwise payable to his appointor as
such appointor may by notice in writing to the Company from time to time direct, but save as
aforesaid he shall not in respect of such appointment be entitled to receive any remuneration
from the Company. Any fee paid to an alternate Director shall be deducted from the
remuneration otherwise payable to his appointor.
(c)
The borrowing powers exercisable by the directors and how such borrowing powers
may be varied
Article 117 Directors borrowing powers
The Directors may at their discretion exercise all the powers of the Company to borrow or
otherwise raise money, to mortgage, charge or hypothecate all or any property or business
of the Company including any uncalled or called but unpaid capital and to issue debentures
or give any other security for any debt or obligation of the Company or of any third party.
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(d)
The retirement or non-retirement of a director under an age limit requirement

Article 92 Chief Executive Officer/Managing Director to be subject to retirement by rotation
Any Director who is appointed as a Chief Executive Officer/Managing Director (or an
equivalent appointment) shall be subject to the same provisions as to retirement by rotation,
resignation and removal as the other Directors of the Company. The appointment of any
Director to the office of Chief Executive Officer/Managing Director (or any Director holding an
equivalent appointment) shall not automatically determine if he ceases from any cause to be
a Director, unless the contract or resolution under which he holds office shall expressly state
otherwise, in which event such determination shall be without prejudice to any claim for
damages for breach of any contract of service between him and the Company.
Article 95(1)(viii) Vacation of office of director
Subject as herein otherwise provided or to the terms of any subsisting agreement, the office
of a Director shall be vacated subject to the provisions of the Labuan Companies Act, at the
conclusion of the Annual General Meeting commencing next after he attains the age of
seventy (70) years.
Article 97 Retirement of directors by rotation
Subject to these Articles and to the Labuan Companies Act, at each Annual General Meeting
at least one-third of the Directors for the time being (or, if their number is not a multiple of
three (3), the number nearest to but not less than one-third) shall retire from office by
rotation. Provided that all Directors shall retire from office at least once every three (3) years.
Article 98 Selection of directors to retire
The Directors to retire by rotation shall include (so far as necessary to obtain the number
required) any Director who is due to retire at the meeting by reason of age or who wishes to
retire and not to offer himself for re-election. Any further Directors so to retire shall be those
of the other Directors subject to retirement by rotation who have been longest in office since
their last re-election or appointment or have been in office for the three (3) years since their
last election. However as between persons who became or were last re-elected Directors on
the same day, those to retire shall (unless they otherwise agree among themselves) be
determined by lot. A retiring Director shall be eligible for re-election.
Article 99 Deemed re-elected
The Company at the meeting at which a Director retires under any provision of these Articles
may by ordinary resolution fill up the vacated office by electing a person thereto. In default
the retiring Director shall be deemed to have been re-elected, unless:
(i)
at such meeting it is expressly resolved not to fill up such vacated office or a resolution
for the re-election of such Director is put to the meeting and lost; or
(ii)
such Director is disqualified under the Labuan Companies Act from holding office as a
Director or has given notice in writing to the Company that he is unwilling to be
re-elected;
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(iii) such Director is disqualified from acting as a director in any jurisdiction for reasons
other than on technical grounds; or
(iv) such Director has attained any retiring age applicable to him as a Director.
(e)
The number of shares, if any, required for the qualification of a director

Article 84 Qualifications
A Director need not be a Member and shall not be required to hold any share qualification in
the Company and shall be entitled to attend and speak at general meetings but subject to the
provisions of the Labuan Companies Act he shall not be of or over the age of seventy (70)
years at the date of his appointment.
(f)
The rights, preferences and restrictions attaching to each class of shares

Article 3 Issue of new shares
Subject to the Labuan Companies Act and these Articles, no shares may be issued by the
Directors without the prior sanction of an ordinary resolution of the Company in general
meeting but subject thereto and to Article 46, and to any special rights attached to any shares
for the time being issued, the Directors may issue, allot or grant options over or otherwise
deal with or dispose of the same to such persons on such terms and conditions and 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 think fit, and any shares may be issued in such
denominations or with such preferential, deferred, qualified or special rights, privileges or
conditions as the Directors may think fit, and preference shares may be issued which are or
at the option of the Company are liable to be redeemed, the terms and manner of redemption
being determined by the Directors.
Article 4(1) Rights attached to certain shares
Preference shares may be issued subject to such limitations thereof as may be prescribed
by any stock exchange upon which shares in the Company may be listed and the rights
attaching to shares of a class other than ordinary shares shall be expressed in the
Memorandum of Association or these Articles. The total number of issued preference shares
shall not exceed the total number of issued ordinary shares at any time. 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.
Preference shareholders shall also have the right to vote at any meeting convened for the
purpose of reducing the capital or winding up or sanctioning a sale of the undertaking of the
Company 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 (6) months in
arrears.
Article 4(2)
The Company has power to issue further preference capital ranking equally with, or in priority
to, preference shares from time to time already issued or about to be issued.
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Article 6(2) Rights of preference shareholders
The repayment of preference capital other than redeemable preference or any other
alteration of preference shareholder rights, may only be made pursuant to a special
resolution of the preference shareholders concerned. Provided always that where the
necessary majority for such a special resolution is not obtained at the general meeting,
consent in writing if obtained from the holders of three-fourths of the preference shares
concerned within two (2) months of the general meeting, shall be as valid and effectual as
a special resolution carried at the general meeting.
Article 15(1) Entitlement to certificate
Shares must be allotted and certificates despatched within ten (10) market days of the final
closing date for an issue of shares unless the Exchange shall agree to an extension of time
in respect of that particular issue. The Depository must despatch statements to successful
investor applicants confirming the number of shares held under their Securities Accounts.
Persons entered in the Register of Members as registered holders of shares shall be entitled
to certificates within ten (10) market days after lodgement of any transfer. Every registered
shareholder shall be entitled to receive share certificates in reasonable denominations for his
holding and where a charge is made for certificates, such charge shall not exceed S$2 (or
such other fee as the Directors may determine having regard to any limitation thereof as may
be prescribed by any stock exchange upon which the shares of the Company may be listed).
Where a registered shareholder transfers part only of the shares comprised in a certificate
or where a registered shareholder requires the Company to cancel any certificate or
certificates and issue new certificates for the purpose of subdividing his holding in a different
manner the old certificate or certificates shall be cancelled and a new certificate or
certificates for the balance of such shares issued in lieu thereof and the registered
shareholder shall pay a fee not exceeding S$2 (or such other fee as the Directors may
determine having regard to any limitation thereof as may be prescribed by any stock
exchange upon which the shares of the Company may be listed) for each such new certificate
as the Directors may determine. Where the member is a Depositor the delivery by the
Company to the Depository of provisional allotments or share certificates in respect of the
aggregate entitlements of Depositors to new shares offered by way of placement rights issue
or other preferential offering or bonus issue shall to the extent of the delivery discharge the
Company from any further liability to each such Depositor in respect of his individual
entitlement.
Article 20(1) Directors power to decline to register
Subject to these Articles, there shall be no restriction on the transfer of fully paid up shares
except where required by law or by the rules, bye-laws or listing rules of the Exchange but
the Directors may in their discretion decline to register any transfer of shares upon which the
Company has a lien and in the case of shares not fully paid up may refuse to register a
transfer to a transferee of whom they do not approve. If the Directors shall decline to register
any such transfer of shares, they shall give to both the transferor and the transferee written
notice of their refusal to register as required by the Companies Act and the listing rules of the
Exchange.
F-6

Article 46 Rights and privileges of new shares
Subject to any special rights for the time being attached to any existing class of shares, the
new shares shall be issued upon such terms and conditions and with such rights and
privileges annexed thereto as the general meeting resolving upon the creation thereof shall
direct and if no direction be given as the Directors shall determine; subject to the provisions
of these Articles and in particular (but without prejudice to the generality of the foregoing)
such shares may be issued with a preferential or qualified right to dividends and in the
distribution of assets of the Company or otherwise.
Article 70(1) Voting rights of Members
Subject and without prejudice to any special privileges or restrictions as to voting for the time
being attached to any special class of shares for the time being forming part of the capital
of the Company and to Article 5, each Member entitled to vote may vote in person or by proxy
or attorney, and (in the case of a corporation) by a representative. A person entitled to more
than one (1) vote need not use all his votes or cast all the votes he uses in the same way.
Article 70(3)
Notwithstanding anything contained in these Articles, a Depositor shall not be entitled to
attend any general meeting and to speak and vote thereat unless his name is certified by the
Depository to the Company as appearing on the Depository Register not later than forty-eight
(48) hours before the time of the relevant general meeting (the cut-off time) as a Depositor
on whose behalf the Depository holds shares in the Company. For the purpose of
determining the number of votes which a Depositor or his proxy may cast on a poll, the
Depositor or his proxy shall be deemed to hold or represent that number of shares entered
in the Depositors Securities Account at the cut-off time as certified by the Depository to the
Company, or where a Depositor has apportioned the balance standing to his Securities
Account as at the cut-off time between two (2) proxies, to apportion the said number of
shares between the two (2) proxies in the same proportion as specified by the Depositor in
appointing the proxies; and accordingly no instrument appointing a proxy of a Depositor shall
be rendered invalid merely by reason of any discrepancy between the number of shares
standing to the credit of that Depositors Securities Account as at the cut-off time, and the
true balance standing to the Securities Account of a Depositor as at the time of the relevant
general meeting, if the instrument is dealt with in such manner as aforesaid.
Article 71 Voting rights of joint holders
Where there are joint holders of any share any one (1) of such persons may vote and be
reckoned in a quorum at any meeting either personally or by proxy or by attorney or in the
case of a corporation by a representative as if he were solely entitled thereto but if more than
one (1) of such joint holders is so present at any meeting then the person present whose
name stands first in the Register of Members or the Depository Register (as the case may
be) in respect of such share shall alone be entitled to vote in respect thereof. Several
executors or administrators of a deceased Member in whose name any share stands shall for
the purpose of this Article be deemed joint holders thereof.
F-7

Article 72 Voting rights of members of unsound mind
If a Member be a lunatic, idiot or non-compos mentis, he may vote whether on a show of
hands or on a poll by his committee, curator bonis or such other person as properly has the
management of his estate and any such committee, curator bonis or other person may vote
by proxy or attorney, provided that such evidence as the Directors may require of the
authority of the person claiming to vote shall have been deposited at the Office not less than
forty-eight (48) hours before the time appointed for holding the meeting.
Article 73 Right to vote
Subject to the provisions of these Articles, every Member either personally or by proxy or by
attorney or in the case of a corporation by a representative shall be entitled to be present and
to vote at any general meeting and to be reckoned in the quorum thereat in respect of shares
fully paid and in respect of partly paid shares where calls are not due and unpaid. In the event
a member has appointed more than one (1) proxy, only one (1) proxy is counted in
determining the quorum.
(g)
Any change in capital

Article 49(1) Power to consolidate, cancel and subdivide shares
Subject to the Labuan Companies Act, the Company may by ordinary resolution alter its
share capital in the manner permitted under the Labuan Companies Act including without
limitation:
(i)
consolidate and divide all or any of its shares;
(ii)
cancel the number of shares which, at the date of the passing of the resolution, have
not been taken or agreed to be taken by any person or which have been forfeited and
diminish its share capital in accordance with the Labuan Companies Act;
(iii) subdivide its shares or any of them (subject to the provisions of the Labuan Companies
Act and the listing rules for the time being in force), provided always that in such
subdivision the proportion between the amount paid and the amount (if any) unpaid on
each reduced share shall be the same as it was in the case of the share from which the
reduced share is derived; and
(iv) subject to the provisions of these Articles and the Labuan Companies Act, convert any
class of shares into any other class of shares.
Article 49A Repurchase of Companys shares
The Company may purchase its own shares provided that (i) the purchases thereof, whether
direct or indirect, shall be made to the extent of any solvent surplus available, (ii) the
purchase is approved via a special resolution of the Company, and (iii) the purchase is made
in accordance with the provisions of section 48A of the Labuan Companies Act and the rules
of the Exchange.
F-8

Article 50 Power to reduce capital
The Company may by special resolution reduce its share capital or any other undistributable
reserve in any manner subject to any requirements and consents required by law. Without
prejudice to the generality of the foregoing, upon cancellation of any share purchased or
otherwise acquired by the Company pursuant to these presents and the Labuan Companies
Act, the number of issued shares of the Company shall be diminished by the number of
shares so cancelled, and where any such cancelled shares were purchased or acquired out
of the capital of the Company, the amount of the share capital of the Company shall be
reduced accordingly.
(h)
Any change in the respective rights of the various classes of shares including the
action necessary to change the rights, indicating where the conditions are different
from those required by the applicable law
Article 6(1) Variation of rights
If at any time the share capital is divided into different classes, the repayment of preference
capital other than redeemable preference capital and the rights attached to any class (unless
otherwise provided by the terms of issue of the shares of that class) may, subject to the
provisions of the Labuan Companies Act, whether or not the Company is being wound up,
only be made, varied or abrogated with the sanction of a special resolution passed at a
separate general meeting of the holders of shares of the class and to every such special
resolution, the provisions of Section 101 of the Labuan Companies Act shall, with such
adaptations as are necessary, apply. To every such separate general meeting, the provisions
of these Articles relating to general meetings shall mutatis mutandis apply; but so that the
necessary quorum shall be two (2) persons at least holding or representing by proxy or by
attorney one-third of the issued shares of the class and that any holder of shares of the class
present in person or by proxy or by attorney may demand a poll. Provided always that where
the necessary majority for such a special resolution is not obtained at the general meeting,
consent in writing if obtained from the holders of three-fourths of the issued shares of the
class concerned within two (2) months of the general meeting shall be as valid and effectual
as a special resolution carried at the general meeting.
Article 7 Creation or issue of further shares with special rights
The rights conferred upon the holders of the shares of any class issued with preferred or
other rights shall, unless otherwise expressly provided by the terms of issue of the shares of
that class or by these Articles, be deemed to be varied by the creation or issue of further
shares ranking equally therewith.
(i)
Any time limit after which a dividend entitlement will lapse and an indication of the
party in whose favour this entitlement operates
Article 129(1) Unclaimed dividends
The payment by the Directors of any unclaimed dividends or other monies payable on or in
respect of a share into a separate account shall not constitute the Company a trustee in
respect thereof. All dividends unclaimed after being declared may be invested or otherwise
made use of by the Directors for the benefit of the Company and any dividend unclaimed
F-9

after a period of six (6) years from the date of declaration of such dividend may be forfeited
and if so shall revert to the Company but the Directors may at any time thereafter at their
absolute discretion annul any such forfeiture and pay the dividend so forfeited to the person
entitled thereto prior to the forfeiture. For the avoidance of doubt no Member shall be entitled
to any interest, share of revenue or other benefit arising from any unclaimed dividends,
howsoever and whatsoever. If the Depositor returns any such dividend or money to the
Company, the relevant Depositor shall not have any right or claim in respect of such dividend
or money against the Company if a period of six (6) years has elapsed from the date of the
declaration of such dividend or the date on which such other money was first payable.
(j)
Any limitation on the right to own shares including limitations on the right of
non-resident or foreign shareholders to hold or exercise voting rights on the shares
Article 10 No trust recognised
The Depository or its nominee company shall, in relation to deposited securities which are
registered in its name, be deemed to be a bare trustee for the Depositors.
Article 19 Person under disability
No share shall in any circumstances be transferred to any infant, bankrupt or person of
unsound mind but nothing herein contained shall be construed as imposing on the company
any liability in respect of the registration of such transfer if the company has no actual
knowledge of the same.
Article 47(1) Issue of new shares to Members
Subject to any direction to the contrary that may be given by the Company in general
meeting, or except as permitted under the Exchanges listing rules, all new shares shall
before issue be offered to the Members in proportion, as nearly as the circumstances admit,
to the number of the existing shares to which they are entitled or hold. The offer shall be
made by notice specifying the number of shares offered, and limiting a time within which the
offer, if not accepted, will be deemed to be declined, and, after the expiration of that time, or
on the receipt of an intimation from the person to whom the offer is made that he declines to
accept the shares offered, the Directors may dispose of those shares in such manner as they
think most beneficial to the Company. The Directors may likewise so dispose of any new
shares which (by reason of the ratio which the new shares bear to shares held by persons
entitled to an offer of new shares) cannot, in the opinion of the Directors, be conveniently
offered under this Article.
Article 47(2)
Notwithstanding Article 47(1) above but subject to the Labuan Companies Act and the
byelaws and listing rules of the Exchange, the Company may by ordinary resolution in
general meeting give to the Directors a general authority, either unconditionally or subject to
such conditions as may be specified in the ordinary resolution to:
(i)
issue shares in the capital of the Company (whether by way of rights, bonus or
otherwise); and/or
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(ii)
make or grant offers, agreements or options that might or would require shares to be
issued including but not limited to the creation and issue of warrants, debentures or
other instruments convertible or exchangeable into shares (Instruments); and/or
(iii) (notwithstanding the authority conferred by the ordinary resolution may have ceased to
be in force) issue shares in pursuance of any Instrument made or granted by the
Directors while the ordinary resolution was in force;
provided that:
(a)
the aggregate number of shares or Instruments to be issued pursuant to the ordinary

resolution (including shares to be issued in pursuance of Instruments made or granted
pursuant to the ordinary resolution but excluding shares which may be issued pursuant
to any adjustments effected under any relevant Instrument) does not exceed any
applicable limits prescribed by the Exchange;
(b)
in exercising the authority conferred by the ordinary resolution, the Company shall
comply with the listing rules for the time being in force (unless such compliance is
waived by the Exchange) and the Articles; and
(c)
(unless revoked or varied by the Company in general meeting) the authority conferred
by the ordinary resolution shall not continue in force beyond the conclusion of the
Annual General Meeting next following the passing of the ordinary resolution, or the
date by which such Annual General Meeting is required by law to be held, or the
expiration of such other period as may be prescribed by the Labuan Companies Act
(whichever is the earliest).
Article 47(3)
Notwithstanding Article 47(1) above but subject to the Labuan Companies Act, the Directors
shall not be required to offer any new shares to members to whom by reason of foreign
securities laws such offers may not be made without registration of the shares or a
prospectus or other document, but may sell the entitlements to the new shares on behalf of
such Members in such manner as they think most beneficial to the Company.
F-11
APPENDIX G COMPARISON BETWEEN OUR ARTICLES

OF ASSOCIATION AND APPENDIX 4C OF THE CATALIST RULES
Appendix 4C Requirement
(1)
Complied
(Yes/No/
Not
applicable)
Article
Capital
(a)
The total number of issued

preference shares shall not
exceed the total number of
issued ordinary shares issued
at any time.
Yes
Article 4(1)
The total number of issued
preference shares shall not exceed
the total number of issued ordinary
shares at any time.
(b)
The rights attaching to shares

of a class other than ordinary
shares must be expressed.
Yes
Article 4(1)
Preference shares may be issued
subject to such limitations thereof
as may be prescribed by any stock
exchange upon which shares in the
Company may be listed and the
rights attaching to shares of a class
other than ordinary shares shall be
expressed in the Memorandum of
Association or these Articles.
(c)
Whether the company has

power
to
issue
further
preference capital ranking
equally with, or in priority to
preference shares already
issued must be expressed.
Yes
Article 4(2)
The Company has power to issue
further preference capital ranking
equally with, or in priority to,
preference shares from time to time
already issued or about to be
issued.
(d)
Preference Shareholders must

have the same rights as
ordinary
shareholders
as
regards receiving notices,
reports and balance sheets,
and
attending
general
meetings
of
the
issuer.
Preference shareholders must
also have the right to vote at
any meeting convened for the
purpose of reducing the
capital, or winding up, or
sanctioning a sale of the
undertaking of the issuer, or
where the proposition to be
submitted to the meeting
directly affects their rights and
privileges,
or
when
the
dividend on the preference
shares is in arrear for more
than six months.
Yes
Article 4(1)
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.
Preference shareholders shall also
have the right to vote at any
meeting convened for the purpose
of reducing the capital or winding up
or sanctioning a sale of the
undertaking of the Company 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 (6) months in
arrears.
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(e)
Complied
(Yes/No/
Not
applicable)
Yes
Subject to any direction to the

contrary that may be given by
the company in the general
meeting or except as permitted
under the Exchanges listing
rules, all new shares shall,
before issue, be offered to
such persons who as at the
date of the offer are entitled to
receive notices from the
company of general meetings
in proportion, as far as
circumstances admit, to the
amount of the existing shares
to which they are entitled. The
offer shall be made by notice
specifying the number of
shares offered, and limiting a
time within which the offer, if
not accepted, will be deemed
to be declined. After the
expiration of the aforesaid time
or on the receipt of an
intimation from the person to
whom the offer is made that he
declines to accept the shares
offered, the directors may
dispose of those shares in a
manner as they think most
beneficial to the company. The
directors may likewise 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 under this
provision.
G-2
Article
Article 47(1)
Subject to any direction to the
contrary that may be given by the
Company in general meeting, or
except as permitted under the
Exchanges listing rules, all new
shares shall before issue be offered
to the Members in proportion, as
nearly as the circumstances admit,
to the number of the existing shares
to which they are entitled or hold.
The offer shall be made by notice
specifying the number of shares
offered, and limiting a time within
which the offer, if not accepted, will
be deemed to be declined, and,
after the expiration of that time, or
on the receipt of an intimation from
the person to whom the offer is
made that he declines to accept the
shares offered, the Directors may
dispose of those shares in such
manner as they think most
beneficial to the Company. The
Directors may likewise so dispose
of any new shares which (by reason
of the ratio which the new shares
bear to shares held by persons
entitled to an offer of new shares)
cannot, in the opinion of the
Directors, be conveniently offered
under this Article.

(f)
Complied
(Yes/No/
Not
applicable)
Yes
Subject to the provisions of the

Singapore Companies Act, if
any share certificates shall be
defaced, worn-out, destroyed,
lost or stolen, it may be
renewed on such evidence
being produced and a letter of
indemnity (if required) being
given by the shareholder,
transferee, person entitled,
purchaser, member company
of the Exchange or on behalf
of its/their client(s) as the
directors of the company shall
require, and in the case of
defacement or wearing out, on
delivery of the old certificate
and in any case on payment of
such sum not exceeding two
dollars as the directors may
from time to time require. In
the case of destruction, loss or
theft, a shareholder or person
entitled
to
whom
such
renewed certificate is given
shall also bear the loss and
pay to the company all
expenses incidental to the
investigations by the company
of the evidence of such
destruction or loss.
G-3
Article
Article 16(1)
Labuan Companies Act, if any share
certificate shall be defaced, worn
out, destroyed, lost or stolen, it may
be renewed on such evidence being
produced and a letter of indemnity
(if required) being given by the
shareholder, transferee, person
entitled, purchaser, member firm or
member company of the Exchange
or on behalf of its or their client or
clients as the Directors of the
Company shall require, and (in case
of defacement or wearing out) on
delivery up of the old certificate and
in any case on payment of such
sum not exceeding S$2 (or such
other fee as the Directors may
determine having regard to any
limitation thereof as may be
prescribed by any stock exchange
upon which the shares of the
Company may be listed) as the
Directors may from time to time
require. In the case of destruction,
loss or theft, a shareholder or
person entitled to whom such
renewed certificate is given shall
also bear the loss and pay to the
Company all expenses incidental to
the investigations by the Company
of the evidence of such destruction
or loss.

(2)
Complied
(Yes/No/
Not
applicable)
Certificate
Every member shall be entitled to
receive
share
certificates
in
reasonable denominations for his
holding and where a charge is made
for certificates, such charge shall
not exceed two dollars.
(3)
Article
Yes
Article 15(1)
Every registered shareholder shall
be entitled to receive share
certificates
in
reasonable
denominations for his holding and
where a charge is made for
certificates, such charge shall not
exceed S$2 (or such other fee as
the Directors may determine having
regard to any limitation thereof as
may be prescribed by any stock
exchange upon which the shares of
the Company may be listed).
Yes
Article 41
The Company shall have a first and
paramount lien and charge on every
share (not being a fully paid share)
in the name of each Member
(whether solely or jointly with
others) and on the dividends
declared or payable in respect
thereof for all unpaid calls and
instalments due on any such share
and interest and expenses thereon
but such lien shall only be upon the
specific shares in respect of which
such calls or instalments are due
and unpaid and to such amounts as
the Company may be called upon
by law to pay in respect of the
shares of the Member or deceased
Member.
Forfeiture And Lien

(a)
The companys lien on shares

and dividends from time to
time declared in respect of
such
shares,
shall
be
restricted to unpaid calls and
instalments upon the specific
shares in respect of which
such monies are due and
unpaid, and to such amounts
as the company may be called
upon by law to pay in respect
of the shares of the member or
deceased member.
G-4

(b)
(4)
Complied
(Yes/No/
Not
applicable)
If any shares are forfeited and

sold, any residue after the
satisfaction of the unpaid calls
and accrued interest and
expenses, shall be paid to the
person whose shares have
been
forfeited,
or
his
executors, administrators or
assignees or as he directs.
Article
Yes
Article 44
The net proceeds of sale, whether
of a share forfeited by the Company
or of a share over which the
Company has a lien, after payment
of the costs of such sale shall be
applied in or towards payment or
satisfaction of the unpaid call and
accrued interest and expenses and
the residue (if any) paid to the
Member entitled to the share at the
time of sale or his executors,
administrators or assigns or as he
may direct.
Transfer And Transmission

(a)
The company will accept for

registration a transfer in the
form
approved
by
the
Exchange.
Yes
Article 17
Subject to these Articles, any
Member may transfer all or any of
his shares but every instrument of
transfer of the legal title in shares
must be in writing and in the form
for the time being approved by the
Directors and the Exchange.
(b)
Any fee charged on the

transfer of securities shall not
exceed
two
dollars
per
transfer.
Yes
Article 20(2)(i)
The Directors may decline to
register any instrument of transfer
unless such fee not exceeding S$2
(or such other fee as the Directors
may determine having regard to any
limitation thereof as may be
prescribed by any stock exchange
upon which the shares of the
Company may be listed) as the
Directors may from time to time
require, is paid to the Company in
respect thereof.
(c)
There shall be no restriction on

the transfer of fully paid
securities
except
where
required by law or by the
Rules, Bye-Laws or Listing
Rules of the Exchange.
Yes
Article 20(1)
Subject to these Articles, there shall
be no restriction on the transfer of
fully paid up shares except where
required by law or by the rules,
bye-laws or listing rules of the
Exchange.
G-5

(d)
(5)
Complied
(Yes/No/
Not
applicable)
Any articles which entitles a

company to refuse to register
more than three persons as
joint holders of a share must
be expressed to exclude the
case of executors or trustees
of a deceased shareholder.
Yes
Article 14(1)
The Company shall not be bound to
register more than three (3) persons
as the joint holders of any share
except in the case of executors,
trustees or administrators of the
estate of a deceased Member.
Yes
Article 6(2)
The repayment of preference
capital other than redeemable
preference or any other alteration of
preference shareholder rights may
only be made pursuant to a special
resolution
of
the
preference
shareholders concerned. Provided
always that where the necessary
majority for such a special
resolution is not obtained at the
general meeting, consent in writing
if obtained from the holders of
three-fourths of the preference
shares concerned within two (2)
months of the general meeting,
shall be as valid and effectual as a
special resolution carried at the
general meeting.
Yes
Article 117
The Directors may at their
discretion exercise all the powers of
the Company to borrow or
otherwise
raise
money,
to
mortgage, charge or hypothecate
all or any property or business of
the
Company
including
any
uncalled or called but unpaid capital
and to issue debentures or give any
other security for any debt or
obligation of the Company or of any
third party.
Modification Of Rights
The repayment of preference
capital other than redeemable
preference capital, or any alteration
of preference shareholders rights,
may only be made pursuant to a
special resolution of the preference
shareholders concerned, provided
always that where the necessary
majority for such a special
resolution is not obtained at the
meeting, consent in writing if
obtained from the holders of threefourths of the preference shares
concerned within two months of the
meeting, shall be as valid and
effectual as a special resolution
carried at the meeting.
(6)
Article
Borrowing Powers
The scope of the borrowing powers
of the board of directors shall be
expressed.
G-6

(7)
Complied
(Yes/No/
Not
applicable)
Article
Meetings
The notices convening meetings
shall specify the place, day and
hour of the meeting, and shall be
given to all shareholders at least
fourteen days before the meeting.
Where notices contain special
resolutions, they must be given to
shareholders at least twenty-one
days before the meeting. Any notice
of a meeting called to consider
special
business
shall
be
accompanied by a statement
regarding the effect of any
proposed resolutions in respect of
such businesses. At least fourteen
days notice of every such meeting
shall be given by advertisement in
the daily press and in writing to
each stock exchange on which the
company is listed.
Yes
Articles 57(1), 57(2), 57(4), 58

Labuan Companies Act as to the
calling of meetings at short notice,
at least fourteen (14) clear days
notice in writing of every general
meeting shall be given in the
manner hereinafter mentioned to all
members
and
such
persons
(including the auditors) as are
under
the
provisions
herein
contained entitled to receive notice
from the Company and at least
fourteen (14) days notice of every
such meeting shall be given by
advertisement in the daily press and
in writing to the Exchange and any
other stock exchange on which the
Company is listed. Where notices
contain special resolutions, they
must be given to members and such
persons entitled to receive the
notice at least twenty-one (21) clear
days before the general meeting
and at least twenty-one (21) days
notice of every such meeting shall
be given by advertisement in the
daily press and in writing to the
Exchange and any other stock
exchange on which the Company is
listed.
Every notice calling a general
meeting shall specify the place, day
and hour of the general meeting and
there shall appear with reasonable
prominence in every such notice a
statement that a Member entitled to
attend and vote is entitled to
appoint a proxy to attend and to
vote instead of him and that a proxy
need not be a Member of the
Company.
G-7

Complied
(Yes/No/
Not
applicable)
Article
In the case of any general meeting
at which business other than routine
business is to be transacted
(special business), the notice shall
specify the general nature of the
special business, and if any
resolution is to be proposed as a
special resolution or as requiring
special notice, the notice shall
contain a statement to that effect.
Any notice of a meeting called to
consider special business shall be
accompanied by a statement
regarding the effect of any
proposed resolution in respect of
such special business.
(8)
Voting And Proxies

(a)
Yes
A holder of ordinary shares

shall be entitled to be present
and to vote at any general
meeting in respect of any
share or shares upon which all
calls due to the company have
been paid.
G-8
Article 73
Subject to the provisions of these
Articles, every Member either
personally or by proxy or by
attorney or in the case of a
corporation by a representative
shall be entitled to be present and
to vote at any general meeting and
to be reckoned in the quorum
thereat in respect of shares fully
paid and in respect of partly paid
shares where calls are not due and
unpaid. In the event a member has
appointed more than one (1) proxy,
only one (1) proxy is counted in
determining the quorum.

Complied
(Yes/No/
Not
applicable)
Article
(b)
In the case of joint holders of

shares, any one of such
persons may vote, but if more
than one of such persons is
present at a meeting, the
person whose name stands
first on the Register of
Members shall alone be
entitled to vote.
Yes
Article 71
Where there are joint holders of any
share any one (1) of such persons
may vote and be reckoned in a
quorum at any meeting either
personally or by proxy or by
attorney or in the case of a
corporation by a representative as if
he were solely entitled thereto but if
more than one (1) of such joint
holders is so present at any meeting
then the person present whose
name stands first in the Register of
Members
or
the
Depository
Register (as the case may be) in
respect of such share shall alone be
entitled to vote in respect thereof.
(c)
A proxy need not be a member

of the company.
Yes
Article 57(2)
Every notice calling a general
meeting shall specify the place, day
and hour of the general meeting and
there shall appear with reasonable
prominence in every such notice a
statement that a Member entitled to
attend and vote is entitled to
appoint a proxy to attend and to
vote instead of him and that a proxy
need not be a Member of the
Company.
(d)
An instrument of proxy shall be

deemed to confer authority to
demand or join in demanding a
poll.
Yes
Article 78(2)
An instrument of proxy shall be
deemed to include the power to
demand or concur in demanding a
poll on behalf of the appointer to
move any resolution or amendment
thereto and to speak at the meeting.
Unless otherwise instructed, a
proxy or an attorney shall vote as he
thinks fit. The signature on an
instrument appointing a proxy need
not be witnessed.
G-9

(e)
(9)
A proxy shall be entitled to

vote on a show of hands on
any matter at any general
meeting.
Complied
(Yes/No/
Not
applicable)
Article
Yes
Article 77
A proxy or attorney need not be a
Member, and shall be entitled to
vote on a show of hands on any
question at any general meeting.
Directors
(a)
All the
company
persons.
directors of the
shall be natural
Yes
Article 82
The number of the Directors, all of
whom shall be natural persons,
shall not be less than two (2).
(b)
Where provision is made for

the directors to appoint a
person as a director either to
fill a casual vacancy, or as an
addition to the board, any
director so appointed shall
hold office only until the next
annual general meeting of the
company, and shall then be
eligible for re-election.
Yes
Article 101
The Directors shall have power at
any time and from time to time to
appoint any person to be a Director
either to fill a casual vacancy or as
an additional Director but the total
number of Directors shall not at any
time exceed the maximum number
(if any) fixed by these Articles. Any
Director so appointed shall hold
office only until the next Annual
General Meeting and shall then be
eligible for re-election but shall not
be
taken
into
account
in
determining the number of Directors
who are to retire by rotation at such
meeting.
(c)
Fees payable to non-executive

directors shall be by a fixed
sum, and not by a commission
on or a percentage of profits or
turnover. Salaries payable to
executive directors may not
include a commission on or a
percentage of turnover.
Yes
Article 85(3)
The
fees
(including
any
remuneration under Article 85(2)
above) in the case of a Director
other than an Executive Director
shall be payable by a fixed sum and
shall not at any time be by
commission on or percentage of the
profits or turnover, and no Director
whether an Executive Director or
otherwise shall be remunerated by
a commission on or percentage of
turnover.
G-10

Complied
(Yes/No/
Not
applicable)
Article
(d)
Fees payable to directors shall

not be increased except
pursuant to a resolution
passed at a general meeting,
where notice of the proposed
increase has been given in the
notice convening the meeting.
Yes
Article 85(1)
The fees of the Directors shall be
determined from time to time by the
Company in general meetings and
such fees shall not be increased
except pursuant to an ordinary
resolution passed at a general
meeting where notice of the
proposed increase shall have been
given in the notice convening the
meeting.
(e)
A director shall not vote in

regard to any contract or
proposed
contract
or
arrangement in which he has
directly or indirectly a personal
material interest.
Yes
Article 89(1)
No Director shall vote in respect of
any contract, arrangement or
transaction in which he has directly
or indirectly a personal material
interest as aforesaid or in respect of
any allotment of shares in or
debentures of the Company to him
and if he does so vote his vote shall
not be counted.
(f)
The office of a director shall

become vacant should he
become of unsound mind or
bankrupt during his term of
office.
Yes
Article 95(1)
Subject as otherwise provided in
the Articles or to the terms of any
subsisting agreement, the office of
a Director shall be vacated on any
one of the following events, namely,
if he is declared a bankrupt during
his term of office, or if he should be
found lunatic or becomes of
unsound mind during his term of
office.
G-11

Complied
(Yes/No/
Not
applicable)
Article
(g)
A person who is not a retiring

director shall be eligible for
election to office of director at
any general meeting if some
member intending to propose
him has, at least eleven clear
days before the meeting, left at
the office of the company a
notice in writing duly signed by
the nominee, giving his
consent to the nomination and
signifying his candidature for
the office, or the intention of
such member to propose him.
In the case of a person
recommended by the directors
for election, nine clear days
notice only shall be necessary.
Notice of each and every
candidature for election to the
board of directors shall be
served on the registered
holders of shares at least
seven days prior to the
meeting at which the election
is to take place.
Yes
Article 100
No person, other than a Director
retiring at the meeting, shall, unless
recommended by the Directors for
re-election,
be
eligible
for
appointment as a Director at any
general meeting unless not less
than eleven (11) clear days before
the day appointed for the meeting
there shall have been left at the
office notice in writing signed by
some Member duly qualified to
attend and vote at the meeting for
which such notice is given of his
intention to propose such person for
election and also notice in writing
duly signed by the nominee giving
his consent to the nomination and
signifying his candidature for the
office or the intention of such
Member to propose him. Provided
that in the case of a person
recommended by the Directors for
election nine (9) clear days notice
only shall be necessary and notice
of each and every candidate for
election shall be served on all
Members at least seven (7) clear
days prior to the meeting at which
the election is to take place.
(h)
Where a managing director or

a person holding an equivalent
position is appointed for a
fixed term, the term shall not
exceed five years.
Yes,
with
amendments
Article 91
Where
a
Chief
Executive
Officer/Managing Director (or a
person holding an equivalent
appointment) is appointed for a
fixed term, such term shall not
exceed five (5) years.
(i)
A managing director or a
person holding an equivalent
position shall be subject to the
control of the board.
Yes
Article 94
Subject to the Articles, a Chief
Executive
Officer/Managing
Director (or any Director holding an
equivalent appointment) shall at all
times be subject to the control of the
Directors.
G-12

Complied
(Yes/No/
Not
applicable)
Article
(j)
The continuing directors may

act
notwithstanding
any
vacancy in the board, provided
that if their number is reduced
below the minimum number
fixed by or pursuant to the
regulations of the company,
the continuing directors may,
except in an emergency, act
only for the purpose of
increasing the number of
directors to such minimum
number, or to summon a
general
meeting
of
the
company.
Yes
Article 105
The
Directors
may
act
notwithstanding any vacancies but
if and so long as the number of
Directors is reduced below the
minimum number fixed by or in
accordance with these Articles as
the necessary quorum of Directors,
the remaining Directors or Director
may, except in an emergency, act
only for the purpose of increasing
the number of Directors to such
minimum number or of summoning
general meetings of the Company.
(k)
A director may appoint a

person approved by a majority
of his co-directors to act as his
alternate, provided that any
fee paid by the company to the
alternate shall be deducted
from
that
directors
remuneration. No director may
act as an alternate director of
the company. A person may
not act as an alternate director
for more than one director of
the company.
Yes
Article 102(1) and 102(5)

Any Director of the Company may at
any time appoint any person who is
not a Director or alternate Director
and who is approved by a majority
of his co-Directors to be his
alternate Director for such period as
he thinks fit and may at any time
remove any such alternate Director
from office. An alternate Director so
appointed shall be entitled to
receive from the Company such
proportion
(if
any)
of
the
remuneration otherwise payable to
his appointor as such appointor
may by notice in writing to the
Company from time to time direct,
but save as aforesaid he shall not in
respect of such appointment be
entitled to receive any remuneration
from the Company. Any fee paid to
an alternate Director shall be
deducted from the remuneration
otherwise payable to his appointor.
No person shall be appointed the
alternate Director for more than one
(1) Director. No Director may act as
an alternate Director.
G-13

Article
Where two directors form a

quorum, the chairman of a
meeting at which only such a
quorum is present, or at which
only
two
directors
are
competent to vote on the
matter at issue, shall not have
a casting vote.
Yes
Article 103(1)
The Directors may meet together
for the despatch of business,
adjourn or otherwise regulate their
meetings
as
they
think
fit.
Questions arising at any meeting
shall be determined by a majority of
votes and in case of an equality of
votes the Chairman of the meeting
shall have a second or casting vote
provided always that where two (2)
Directors form a quorum, the
Chairman of a meeting at which
only such a quorum is present, or at
which only two (2) Directors are
competent to vote on the question
at issue, shall not have a second or
casting vote.
(m) Where a director is disqualified

from acting as a director in any
jurisdiction for reasons other
than on technical grounds, he
must immediately resign from
the board.
Yes
Article 95(1)(ii)
Subject as otherwise provided in
the Articles or to the terms of any
subsisting agreement, the office of
a Director shall be vacated if he
shall become disqualified from
acting as a director in any
jurisdiction for reasons other than
on technical grounds.
Yes
Article 143
The interval between the close of a
financial year of the Company and
the Companys Annual General
Meeting shall not exceed four (4)
months (or such other period as
may be prescribed by the Act and
the byelaws and listing rules of the
Exchange).
(l)
(10)
Complied
(Yes/No/
Not
applicable)
Accounts
The interval between the close of an
issuers financial year and the date
of its annual general meeting (if
any) shall not exceed four months.
G-14

(11)
Complied
(Yes/No/
Not
applicable)
Article
Winding Up
The basis on which shareholders
would participate in a distribution of
assets on a winding up shall be
expressed.
Yes
G-15
Article 158
If the Company is wound up
(whether the liquidation is voluntary,
under supervision or by the Court)
the liquidator may, with the authority
of a special resolution, divide
among the Members in specie or
kind the whole or any part of the
assets of the Company and whether
or not the assets shall consist of
property of one kind or shall consist
of properties of different kinds and
may for such purpose set such
value as he deems fair upon any
one or more class or classes of
property to be divided as aforesaid
and may determine how such
division shall be carried out as
between the Members or different
classes of Members. The liquidator
may, with the like authority, vest the
whole or any part of the assets in
trustees upon such trusts for the
benefit of Members as the liquidator
with the like authority thinks fit, and
the liquidation of the Company may
be closed and the Company
dissolved, but no Member shall be
compelled to accept any shares or
other securities in respect of which
there is a liability.
APPENDIX H LIST OF PRESENT AND PAST DIRECTORSHIPS

OF DIRECTORS AND EXECUTIVE OFFICERS
The list of present and past directorships of each Director over the last five years preceding the
date of this Offer Document, excluding those held in our Company, is set out below:
Name
Present Directorships
Past Directorships
Group Companies
Taxand Malaysia
Group Companies
Other Companies
Bank of Nova Scotia Berhad
IBFD Asia Sdn Bhd
Taxand GST Sdn Bhd 1
Other Companies
Andersen Tax Sdn Bhd
Group Companies
PTA Global Business
Services
Taxand Malaysia
Group Companies
Other Companies
Aman Unik Sdn Bhd
CFIT Consulting 2
Kailee Sdn Bhd
Taxand GST Sdn Bhd 1
Peter Tang & Associates
Other Companies
Accountancy Personnel
Sdn Bhd
Andersen Tax Sdn Bhd
Group Companies
Columbus Advisory
Columbus HR
Columbus Softnex
Group Companies
Other Companies
Noble Entity (M) Sdn Bhd
SoftNex 3
Ranjit & Co.
Other Companies
Columbus Advisory
UK Limited
Columbus Solution Sdn Bhd
U for Life Sdn Bhd
Dato Peter Tang
Mr. Ranjit Singh
An application to strike off the company pursuant to Section 308 of the Malaysia Companies Act was made on 12
June 2015.
An application for members voluntary winding up was made on 6 August 2015. It ceased business with effect from
1 January 2015.
An application to strike off the company pursuant to Section 308 of the Malaysia Companies Act was made on 21
September 2015.
H-1

Name
Past Directorships
Mr. Tan See Yin
Group Companies
Group Companies
Other Companies
Joy138 Sdn. Bhd.
Ihandal Green Energy
Sdn. Bhd.
Tomypak Berhad
TSS Advisory Sdn. Bhd.
Other Companies
Gapima Sdn Bhd
UEM International
(East Asia) Sdn. Bhd.
UEM International
(West Asia) Sdn. Bhd.
Group Companies
Group Companies
Other Companies
Countertrade (M) Sdn Bhd
Sera Permai Sdn Bhd
Other Companies
Group Companies
Group Companies
Other Companies
3 Cher Holdings Pte Ltd
LPP Law Corporation
Goodview Holdings Pte Ltd
Shine Wise Investments
Limited
Other Companies
Ms. Lee Pih Peng
The list of present and past directorships of each Executive Officer (save for the Executive
Directors) over the last five years preceding the date of this Offer Document, excluding those held
in our Company, is set out below:
Name
Past Directorships
Ms. Cheah Mei Hua
Group Companies
Group Companies
Other Companies
Other Companies
Group Companies
Group Companies
Other Companies
Other Companies
H-2

Name
Past Directorships
Mr. Derek Lee
Group Companies
Columbus Advisory
Columbus HR
Columbus Softnex
Group Companies
Other Companies
Other Companies
Group Companies
Columbus Advisory
Columbus Softnex
Group Companies
Other Companies
SoftNex
Other Companies
Group Companies
Columbus HR
Group Companies
Other Companies
Other Companies
Group Companies
PTA Global Business
Services
Group Companies
Other Companies
Aman Unik Sdn Bhd
Amat Chun Holdings
Sdn Bhd
CFIT Consulting 4
Pesona Harta Sdn Bhd
Other Companies
Accountancy Personnel
Sdn Bhd
Mr. Kenny Wong
Datin Chai Seow Lin
An application for members voluntary winding up was made on 6 August 2015. It ceased business with effect from
1 January 2015.
H-3
APPENDIX I TERMS, CONDITIONS AND PROCEDURES

FOR APPLICATIONS AND ACCEPTANCE
You are invited to apply and subscribe for and/or purchase the Placement Shares at the
Placement Price, subject to the following terms and conditions:
1.
YOUR APPLICATION MUST BE MADE IN LOTS OF 1,000 PLACEMENT SHARES AND

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

APPROVED NOMINEE COMPANIES ONLY. Approved nominee companies are defined as
banks, merchant banks, finance companies, insurance companies and licensed securities
dealers in Singapore and nominee companies controlled by them. Applications made by
nominees other than approved nominee companies shall be rejected.
I-1

7.
IF YOU ARE NOT AN APPROVED NOMINEE COMPANY, YOU MUST MAINTAIN A

SECURITIES ACCOUNT WITH CDP IN YOUR OWN NAME AT THE TIME OF YOUR
APPLICATION. If you do not have an existing Securities Account with CDP in your own name
at the time of your application, your application will be rejected. If you have an existing
Securities Account with CDP but fail to provide your Securities Account number or provide an
incorrect Securities Account number in Section B of the Application Form, your application is
liable to be rejected. Subject to paragraph 8 below, your application shall be rejected if your
particulars such as name, NRIC/passport number, nationality, permanent residence status
and CDP Securities Account number provided in your Application Form differ from those
particulars in your Securities Account as maintained with CDP. If you possess more than one
individual direct Securities Account with CDP, your application shall be rejected.
8.
If your address as stated in the Application Form is different from the address
registered with CDP, you must inform CDP of your updated address promptly, failing
which the notification letter on successful allotment and other correspondence from
CDP will be sent to your address last registered with CDP.
9.
Our Company and the Vendors, in consultation with the Sponsor, Issue Manager and
Placement Agent, reserve the right to reject any application which does not conform
strictly to the instructions set out in the Application Forms and in this Offer Document
or with the terms and conditions of this Offer Document or, which is illegible,
incomplete, incorrectly completed or which is accompanied by an improperly drawn
remittance or improper form of remittance or remittances which are not honoured
upon the first presentation.
10. Our Company and the Vendors further reserve the right to treat as valid any
applications not completed or submitted or effected in all respects in accordance with
the instructions set out in the Application Forms or the terms and conditions of this
Offer Document, and also to present for payment or other processes all remittances at
any time after receipt and to have full access to all information relating to, or deriving
from, such remittances or the processing thereof.
11.
Our Company and the Vendors reserve the right to reject or to accept, in whole or in part, any
application, without assigning any reason therefor, and no enquiry and/or correspondence on
the decision of our Company and the Vendors will be entertained. In deciding the basis of
allotment and/or allocation which shall be at the discretion of our Company and the Vendors,
due consideration will be given to the desirability of allotting and/or allocating the Placement
Shares to a reasonable number of applicants with a view to establishing an adequate market
for our Shares.
12. Share certificates will be registered in the name of CDP and will be forwarded only to CDP.
It is expected that CDP will send to you, at your own risk, within 15 Market Days after the
close of the Application List, a statement of account stating that your Securities Account has
been credited with the number of Placement Shares allotted to you, if your application is
successful. This will be the only acknowledgement of application monies received and is not
an acknowledgement by our Company and the Vendors. You irrevocably authorise CDP to
complete and sign on your behalf, as transferee or renounce, any instrument of transfer
and/or other documents required for the issue or transfer of the Placement Shares allotted
and/or allocated to you.
I-2

13. In the event that we lodge a supplementary or replacement Offer Document (Relevant
Document) pursuant to the SFA or any applicable legislation in force from time to time prior
to the close of the Placement, and the Placement Shares have not been issued and/or
transferred, we (and on behalf of the Vendors) will (as required by law), and subject to the
SFA, at our sole and absolute discretion either:
(i)
lodgement of the Relevant Document, give you notice in writing of how to obtain, or
arrange to receive, a copy of the Relevant Document, and provide you with an option
to withdraw your application and take all reasonable steps to make available within a
reasonable period the Relevant Document to you if you have indicated that you wish to
obtain, or have arranged to receive, a copy of the Relevant Document;
(ii)
within seven days of the lodgement of the Relevant Document give you a copy of the
Relevant Document and provide you with an option to withdraw your application; or
(iii) treat your application as withdrawn and cancelled, in which case the application shall
be deemed to have been withdrawn and cancelled and we (on behalf of the Vendors)
shall return all monies paid in respect of any application, without interest or any share
of revenue or other benefit arising therefrom and at your own risk.
Where you have notified us within 14 days from the date of lodgement of the Relevant
Document of your wish to exercise your option under paragraph 13(i) and (ii) above to
withdraw your application, we (and on behalf of the Vendors) shall, within seven days from
the receipt of such notification, return to you all the application monies paid by you on
account of your application for the Placement Shares without interest or any share or
revenue or other benefit arising therefrom and at your own risk, and you will not have any
claim against our Company and the Sponsor, Issue Manager and Placement Agent.
In the event that at any time at the time of the lodgement of the Relevant Document, the
Placement Shares have already been issued and/or transferred but trading has not
commenced, we (and on behalf of the Vendors) will (as required by law), and subject to the
SFA, either:
(iv) within two days (excluding any Saturday, Sunday or public holiday) from the date of
lodgement of the Relevant Document, give you notice in writing of how to obtain, or
arrange to receive, a copy of the Relevant Document and provide you with an option to
return to us or the Vendors, the Placement Shares which you do not wish to retain title
in and take all reasonable steps to make available within a reasonable period, the
Relevant Document to you if you have indicated that you wish to obtain, or have
arranged to receive, a copy of the Relevant Document;
(v)
within 7 days from the lodgement of the Relevant Document give you a copy of the
Relevant Document and provide you with an option to return the Placement Shares,
which you do not wish to retain title in; or
(vi) treat the issue and/or sale of the Placement Shares as void, in which case the issue
and/or sale of the Placement Shares shall be deemed void and we (on behalf of the
Vendors) shall, subject to the SFA, return all monies paid in respect of your application,
without interest or any share of revenue or other benefit arising therefrom and at your
own risk.
I-3

Any applicant who wishes to exercise his option under paragraph 13(iv) or 13(v) to return the
Placement Shares issued and/or sold to him shall, within 14 days from the date of lodgement
of the Relevant Document, notify us of this and return all documents, if any, purporting to be
evidence of title of those Placement Shares, whereupon we (and on behalf of the Vendors)
shall, subject to the SFA, within seven days from the receipt of such notification and
documents, pay to him all monies paid by him for the Placement Shares without interest or
any share of revenue or other benefit arising therefrom and at his own risk, and the
Placement Shares issued and/or sold to him shall be void and he will not have any claim
against us, the Vendors and the Sponsor, Issue Manager and Placement Agent.
Additional terms and instructions applicable upon the lodgement of the Relevant Document,
including instructions on how you can exercise the option to withdraw, may be found in such
Relevant Document.
14. In the event of an under-subscription for the Placement Shares as at the close of the
Application List, that number of Placement Shares under-subscribed shall be subscribed by
the Placement Agent.
15. You irrevocably authorise CDP to disclose the outcome of your application, including the
number of Placement Shares allotted and/or allocated to you pursuant to your application, to
us, the Vendors, the Sponsor and the Placement Agent and, any other parties so authorised
by the foregoing persons.
16. Any reference to you or the applicant in this section shall include a person applying for the
Placement Shares through the Placement Agent or its designated sub-placement agent.
17. By completing and delivering an Application Form in accordance with the provisions of this
Offer Document, you:
i.
irrevocably offer, agree and undertake to subscribe for and/or purchase the number of
Placement Shares specified in your application (or such smaller number for which the
application is accepted) at the Placement Price and agree that you will accept such
Placement Shares as may be allotted and/or allocated to you, in each case, subject to
the conditions set out in this Offer Document and the Memorandum and Articles of
Association of our Company;
ii.
agree that the aggregate Placement Price for the Placement Shares applied for is due
and payable to our Company and the Vendors forthwith;
iii.
(i) consent to the collection, use and disclosure of your name, NRIC/passport number
or company registration number, address, nationality, permanent resident status,
Securities Account number, share application amount, share application details and
other personal data (Personal Data) by the Share Registrar, CDP, Securities Clearing
and Computer Services (Pte.) Ltd, SGX-ST, the participating banks, our Company, the
Vendors, the Sponsor, Issue Manager and Placement Agent and/or other authorised
operators (the Relevant Persons) for the purpose of facilitating your application for
the Placement Shares, and (ii) warrant that where you, as an approved nominee
company, disclose the Personal Data of the beneficial owner(s) to the Relevant
Persons, such disclosure is in compliance with applicable law (collectively, the
Personal Data Privacy Terms);
I-4

iv.
warrant the truth and accuracy of the information contained, and representations and
declarations made, in your application, and acknowledge and agree that such
information, representations and declarations will be relied on by our Company and the
Vendors in determining whether to accept your application and/or whether to allot
and/or allocate any Placement Shares to you; and
v.
agree and warrant that, if the laws of any jurisdictions outside Singapore are applicable
to your application, you have complied with all such laws and none of our Company, the
Vendors, the Sponsor and/or the Placement Agent will infringe any such laws as a result
of the acceptance of your application.
18. Our acceptance of applications will be conditional upon, inter alia, our Company and the
Vendors being satisfied that:
i.
permission has been granted by the SGX-ST to deal in and for quotation of all our
existing Shares (including the Vendor Shares) and the New Shares on Catalist;
ii.
the Management Agreement and the Placement Agreement referred to in the section
General and Statutory Information Management and Placement Arrangements of
this Offer Document have become unconditional and have not been terminated; and
iii.
the Authority has not served a stop order which directs that no or no further shares to
which this Offer Document relates be allotted and/or allocated.
19. In the event that a stop order in respect of the Placement Shares is served by the Authority
or other competent authority, and
i.
the Placement Shares have not been issued, and/or transferred, we will (as required by
law), and subject to the SFA, deem all applications withdrawn and cancelled and we
shall, pay you all monies you have paid on account of your application for the Placement
Shares (without interest or any share of revenue or other benefit arising therefrom) to
you within 14 days of the date of the stop order; or
ii.
If the Placement Shares have already been issued and/or transferred but trading has
not commenced, the issue will (as required by law) be deemed void and
(a)
in the case of an issue, we (for ourselves and on behalf of the Vendors) will refund
the application monies (without interest or any share of revenue or other benefit
arising therefrom) to you within 14 days from the date of the stop order, and,
(b)
in the case of a transfer, if documents purporting to evidence title had been issued
to you, our Company (for itself and on behalf of the Vendors) shall inform you to
return such documents to us within 14 days from such date, and we (for ourselves
and on behalf of the Vendors) will refund the application monies (without interest
or any share of revenue or other benefit arising therefrom) to you within 7 days
from the receipt of these documents or the date of the stop order, whichever is
later, and you will not have any claims against our Company, the Vendors and the
Sponsor, Issue Manager and Placement Agent.
This shall not apply where only an interim stop order has been served.
I-5

20. In the event that an interim stop order in respect of the Placement Shares is served by the
Authority or other competent authority, no Placement Shares shall be issued to you until the
Authority revokes the interim stop order.
21. The Authority or the SGX-ST (acting on behalf of the Authority) is not able to serve a stop
order in respect of the Placement Shares if the Placement Shares have been issued and
listed on a securities exchange and trading in them has commenced.
22. In the event of any changes in the closure of the Application List or the time period during
which the Placement is open, we will publicly announce the same through a SGXNET
announcement to be posted on the Internet at the SGX-ST website http://www.sgx.com and
through a paid advertisement in a generally circulating daily press.
23. We will not hold any application in reserve.
24. We will not allot and/or allocate shares on the basis of this Offer Document later than six
months after the date of registration of this Offer Document.
25. Additional terms and conditions for applications by way of Application Forms are set out on
pages I-6 to I-9 of this Offer Document.
ADDITIONAL TERMS AND CONDITIONS FOR APPLICATIONS USING APPLICATION FORMS
Applications by way of an Application Form shall be made on, and subject to, the terms and
conditions of this Offer Document including but not limited to the terms and conditions appearing
below as well as those set out in the section titled Terms, Conditions And Procedures For
Application and Acceptance of this Offer Document as well as the Memorandum and Articles of
Association of our Company.
1.
Your application for the Placement Shares must be made using the BLUE Application Forms
for Placement Shares accompanying and forming part of this Offer Document. Only one
application should be enclosed in each envelope.
We draw your attention to the detailed instructions contained in the respective Application
Forms and this Offer Document for the completion of the Application Forms which must be
carefully followed. Our Company and the Vendors, in consultation with the Sponsor,
Issue Manager and Placement Agent, reserve the right to reject applications which do
not conform strictly to the instructions set out in the Application Forms and this Offer
Document or to the terms and conditions of this Offer Document or which are illegible,
incomplete, incorrectly completed or which are accompanied by improperly drawn
remittances or improper form of remittances which are not honoured upon the first
presentation.
2.
Your Application Forms must be completed in English. Please type or write clearly in ink
using BLOCK LETTERS.
3.
All spaces in the Application Forms, except those under the heading FOR OFFICIAL USE
ONLY, must be completed and the words NOT APPLICABLE or N.A. should be written in
any space that is not applicable.
I-6

4.
Individuals, corporations, approved nominee companies and trustees must give their names
in full. If you are an individual, you must make your application using your full names as they
appear in your identity cards (if you have such identification document) or in your passports
and, in the case of corporation, in your full name as registered with a competent authority.
If you are not an individual, you must complete the Application Form under the hand of an
official who must state the name and capacity in which he signs the Application Form. If you
are a corporation completing the Application Form, you are required to affix your Common
Seal (if any) in accordance with your Memorandum and Articles of Association or equivalent
constitutive documents of the corporation. If you are a corporate applicant and your
application is successful, a copy of your Memorandum and Articles of Association or
equivalent constitutive documents must be lodged with our Companys Share Registrar and
Share Transfer Office. Our Company and the Vendors reserve the right to require you to
produce documentary proof of identification for verification purposes.
5.
(a)
You must complete Sections A and B and sign on page 1 of the Application Form.
(b)
You are required to delete either paragraph 7(a) or 7(b) on page 1 of the Application
Form. Where paragraph 7(a) is deleted, you must also complete Section C of the
Application Form with particulars of the beneficial owner(s).
(c)
If you fail to make the required declaration in paragraph 7(a) or 7(b), as the case may
be, on page 1 of the Application Form, your application is liable to be rejected.
6.
You (whether you are an individual or corporate applicant, whether incorporated or

unincorporated and wherever incorporated or constituted) will be required to declare whether
you are a citizen or permanent resident of Singapore or a corporation in which citizens or
permanent residents of Singapore or any body corporate constituted under any statute of
Singapore having an interest in the aggregate of more than 50 per cent. of the issued share
capital of or interests in such corporations. If you are an approved nominee company, you are
required to declare whether the beneficial owner of the Placement Shares is a citizen or
permanent resident of Singapore or a corporation, whether incorporated or unincorporated
and wherever incorporated or constituted, in which citizens or permanent residents of
Singapore or any body corporate whether incorporated or unincorporated and wherever
incorporated or constituted under any statute of Singapore have an interest in the aggregate
of more than 50 per cent. of the issued share capital of or interests in such corporation.
7.
Your application must be accompanied by a remittance in Singapore currency for the full
amount payable, in respect of the number of Placement Shares applied for, in the form of a
BANKERS DRAFT or CASHIERS ORDER drawn on a bank in Singapore, made out in
favour of AXCELASIA SHARE ISSUE ACCOUNT crossed A/C PAYEE ONLY, with your
name, CDP Securities Account Number and address written clearly on the reverse side.
Applications not accompanied by any payment or accompanied by ANY OTHER FORM OF
PAYMENT WILL NOT BE ACCEPTED. We will reject remittances bearing NOT
TRANSFERABLE or NON TRANSFERABLE crossings. No acknowledgement or receipt
will be issued by us, the Vendors or the Sponsor for applications and application monies
received.
8.
Where your application is rejected or accepted in part only, the full amount or the balance of
the application monies, as the case may be, will be refunded (without interest or any share
of revenue or other benefit arising therefrom) to you by ordinary post at your own risk within
I-7

14 Market Days after the close of the Application List, provided that the remittance
accompanying such application which has been presented for payment or other processes
has been honoured and application monies have been received in the designated share
issue account. In the event that the Placement is cancelled by us following the termination
of the Management Agreement and/or the Placement Agreement or the Placement does not
proceed for any reason, the application monies received will be refunded (without interest or
any share of revenue or any other benefit arising therefrom) to you by ordinary post or
telegraphic transfer at your own risk within five Market Days of the termination of the
Placement. In the event that the Placement is cancelled by us following the issuance of a
stop order by the Authority, subject to the SFA, the application monies received will be
refunded (without interest or any share of revenue or other benefit arising therefrom) to you
by ordinary post or telegraphic transfer at your own risk within 14 Market Days from the date
of the stop order.
9.
Capitalised terms used in the Application Forms and defined in this Offer Document shall
bear the meanings assigned to them in this Offer Document.
10. By completing and delivering the Application Form, you agree that:
i.
in consideration of our Company and the Vendors having distributed the Application
Form to you and agreeing to close the Application List at 12.00 noon on 25 November
2015 or such other time or date as our Directors and the Vendors may, in consultation
with the Sponsor, Issue Manager and Placement Agent, decide and by completing and
delivering the Application Form, you agree that:
i.
your application is irrevocable; and
ii.
your remittance will be honoured on first presentation and that any application
monies returnable may be held pending clearance of your payment without interest
or any share of revenue or other benefit arising therefrom;
ii.
all applications, acceptances and contracts resulting therefrom under the Placement
shall be governed by and construed in accordance with the laws of Singapore and that
you irrevocably submit to the non-exclusive jurisdiction of the Singapore courts;
iii.
in respect of the Placement Shares for which your application has been received and
not rejected, acceptance of your application shall be constituted by written notification
and not otherwise, notwithstanding any remittance being presented for payment by or
on behalf of our Company;
iv.
you will not be entitled to exercise any remedy of rescission for misrepresentation at
any time after acceptance of your application;
v.
in making your application, reliance is placed solely on the information contained in this
Offer Document and that none of our Company, the Vendors, the Sponsor, Issue
Manager and Placement Agent or any other person involved in the Placement shall
have any liability for any information not so contained;
vi.
you accept and agree to the Personal Data Privacy Terms set out in this Offer
Document; and
I-8

vii.
you irrevocably agree and undertake to subscribe for and/or purchase the number of
Placement Shares applied for as stated in the Application Form or any smaller number
of such Placement Shares that may be allotted and/or allocated to you in respect of your
application. In the event that our Company decides to allot and/or allocate any smaller
number of Placement Shares or not to allot and/or allocate any Placement Shares to
you, you agree to accept such decision as final.
Applications for Placement Shares

1.
Your application for Placement Shares MUST be made using the BLUE Placement Shares
Application Forms. ONLY ONE APPLICATION should be enclosed in each envelope.
2.
The completed and signed BLUE Placement Shares Application Form and the correct
remittance in full in respect of the number of Placement Shares applied for (in accordance
with the terms and conditions of this Offer Document) with your name and address written
clearly on the reverse side, must be enclosed and sealed in an envelope to be provided by
you. You must affix adequate postage (if despatching by ordinary post) and thereafter the
sealed envelope must be DESPATCHED BY ORDINARY POST OR DELIVERED BY HAND
at your own risk to Tricor Barbinder Share Registration Services, 80 Robinson Road,
#02-00, Singapore 068898, to arrive by 12.00 noon on 25 November 2015 or such other
time as our Company and the Vendors may, in consultation with the Sponsor, Issue
Manager and Placement Agent, decide. Local Urgent Mail or Registered Post must NOT
be used. ONLY ONE APPLICATION should be enclosed in each envelope. No
acknowledgement of receipt will be issued for any application or remittance received.
3.
Applications that are illegible, incomplete or incorrectly completed or accompanied by

improperly drawn remittances or improper form of remittance or which are not honoured upon
their first presentation are liable to be rejected.
I-9
CORE BUSINESS
AWARDS AND
SEGMENTS
ACCREDITATIONS
TAX ADVISORY
EMS APPLICATION
TAXAND MALAYSIA
COLUMBUS ADVISORY
COLUMBUS SOFTNEX
Corporate tax
Enterprise Risk
Management (ERM)
Individual tax
International tax
Transfer pricing
Tax compliance
Internal audit
IT consulting
Business continuity
management
Governance and
compliance
BUSINESS SUPPORT
PTA CORPORATE
SERVICES
ERM
Internal audit
PTA GLOBAL BUSINESS

SERVICES

management
Accounting and
management systems
2010
2012
2012
2013
2013
2013
Malaysian Tax Firm
2013
2014
2015
FUTURE
INDUSTRY

PLANS

OUR COMPETITIVE
STRENGTHS

joint ventures
COST-EFFICIENCY





2009

Laos and Thailand
Human resources

Penang
COLUMBUS HR

services
Transformation and

SERVICES
DATE OF ISSUE
AND/OR EXPIRY

TEAM

technology
TRANSFER PRICING
FINANCIAL
HIGHLIGHTS
REVENUE (RM'000)
PROFIT (RM'000)
16,642

corporations
7,699
7,705
16,642
6,057
14,486
6,052

of our Company
8,302
4,178
5,250
2,089
301 239
FY2012(1) FY2013(1)
Audited
FY2014(1) HY2015(2)
Unaudited
FY2014
HY2015
Unaudited Proforma
FY2012(1)
3,834
3,246
1,591
506 403
FY2013(1)
Audited
FY2014(1)
HY2015(2)
Unaudited
FY2014
HY2015
Unaudited Proforma
Notes:
AXCELASIA INC.
AXCELASIA INC.
AXCELASIA INC.


CORPORATE

investment.
Axcelasia Inc.
100%


100%

Sdn. Bhd.
100%
PTA Global Business

Services Sdn. Bhd.
100%
Columbus Softnex
Sdn. Bhd.
100%
Columbus Advisory
Sdn. Bhd.
51%
Sdn. Bhd.

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AXCELASIA INC.

(Company Registration No.: LL12218)

OFFER DOCUMENT DATED 18 NOVEMBER 2015

the Option Shares on Catalist. Monies paid in respect of any application

PROFILE & BUSINESSES

Taxand Malaysia Sdn. Bhd.

We have not lodged this Offer Document in any other jurisdiction.

Sponsor, Issue Manager and Placement Agent

PRIMEPARTNERS CORPORATE FINANCE PTE. LTD.

PTA Corporate Services

PTA Global Business

OFFER DOCUMENT DATED 18 NOVEMBER 2015

the Option Shares on Catalist. Monies paid in respect of any application

PROFILE & BUSINESSES

Taxand Malaysia Sdn. Bhd.

We have not lodged this Offer Document in any other jurisdiction.

Sponsor, Issue Manager and Placement Agent

PRIMEPARTNERS CORPORATE FINANCE PTE. LTD.

PTA Corporate Services

PTA Global Business

EMS Application software

PTA GLOBAL BUSINESS

Incident and insurance

Transfer Pricing Firm

International Tax Review

Asia Transfer Pricing Firm

International Tax Review

Corporate Tax Advisory Firm

Acquisition International Magazine

International Tax Advisory Firm

Corporate INTL Magazine

Tier 1 Tax Planning Advisory

International Tax Review

Tier 1 Transactional Tax Advisor

International Tax Review

Malaysian Tax Firm

Acquisition International Magazine

International Tax Accountancy Firm

Global Law Experts & Global Accountancy Experts

Corporate Tax Firm of the Year

Acquisition International M&A Awards

Recommended Tax Firm

International Tax Review

TO EXPAND OPERATIONS IN MALAYSIA AND ASEAN REGION

IMPLEMENTATION OF GST IN MALAYSIA

TRENDS AND PROSPECTS

ENHANCE RANGE OF PROFESSIONAL SERVICES

Obtain additional income streams through acquisitions and

Notable projects include large scale transformation and

Leverage on Taxands large existing client base and work with

Won numerous awards and recognition from industry bodies for

Relatively flat management structure enables us to provide

Ability to tap into synergies across business segments to

Penetrate new ASEAN markets - Indonesia, Vietnam, Singapore,

INTEGRATED PROFESSIONAL SERVICES PROVIDER

Expand businesses in Malaysia to areas such as Johor Bahru and

Potential competitors may be deterred from entering into the

NAME OF AWARD OR ACCREDITATION

TRACK RECORD OF PROVIDING SPECIALISED PROFESSIONAL

LED BY AN EXPERIENCED AND DEDICATED MANAGEMENT

ENHANCE OFFICE AND SUPPORT INFRASTRUCTURE

Established long-standing working relationships with regulatory