JASON MARINE GROUP LIMITED OUR BUSINESSjason.listedcompany.com/misc/IPO_121009.pdf · OFFER DOCUMENT DATED 12 OCTOBER 2009 (Registered by the Singapore Exchange Securities Trading

OFFER DOCUMENT DATED 12 OCTOBER 2009(Registered by the Singapore Exchange Securities Trading Limited acting as agent on behalf of the Monetary Authority of Singapore on 12 October 2009)

This document is important. If you are in any doubt as to the action you should take, you should consult your legal, fi nancial, tax or other professional adviser(s).

CIMB Bank Berhad, Singapore Branch (the “Sponsor”) has made an application to the Singapore Exchange Securities Trading Limited (the “SGX-ST”) for permission to deal in, and for quotation of, all our existing issued ordinary shares (the “Shares”) in the capital of Jason Marine Group Limited (the “Company”) and the new Shares (“New Shares”) which are the subject of the Invitation (as defi ned herein) and the new Shares which may be issued upon the exercise of the options which may be granted under the Jason Employee Share Option Scheme (the “Option Shares”) on the Catalist (as defi ned herein). The dealing in, and quotation of, our Shares will be in Singapore dollars. Acceptance of applications will be conditional upon issue of the New Shares and the listing and quotation of all our existing issued Shares and the New Shares, and the Option Shares. Monies paid in respect of any application accepted will be returned if the admission and listing do not proceed.

Companies listed on the 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 the Catalist without a track record of profi tability and there is no assurance that there will be a liquid market in the shares or units of shares traded on the 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).

This offer of New Shares is made in or accompanied by an offer document that has been registered by the SGX-ST acting as agent on behalf of the Monetary Authority of Singapore (the “Authority”).

Neither the Authority nor the SGX-ST has examined or approved the contents of this Offer Document. Neither the Authority nor the SGX-ST assumes any responsibility for the contents of this Offer Document, including the correctness of any of the statements or opinions made or reports contained in this Offer Document. The SGX-ST does not normally review the application for admission but relies on the Sponsor confi rming that our Company is suitable to be listed and complies with the Listing Manual (as defi ned herein). Neither the Authority nor the SGX-ST has in any way considered the merits of the Shares being offered for investment. The registration of this Offer Document by the SGX-ST 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-ST’s listing rules, have been complied with.

We have not lodged this Offer Document in any other jurisdiction.

Investing in our Shares involves risks which are described in the section entitled “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 our Shares, or allot, issue or sell any of our Shares, on the basis of this Offer Document; and no offi cer or equivalent person or promoter of our Company will authorise or permit the offer of any of our Shares or the allotment, issue or sale of any of our Shares, on the basis of this Offer Document.

JASON MARINE GROUP LIMITED(Company Registration No.: 200716601W)

(Incorporated in the Republic of Singapore on 9 September 2007)

Invitation in respect of 16,000,000 New Shares, comprising:

(i) 500,000 Offer Shares at S$0.21 for each Offer Share by way of public offer; and

(ii) 15,500,000 Placement Shares at S$0.21 for each Placement Share by way of placement,

payable in full on application.

JAS

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JASON MARINE GROUP LIMITED

194 Pandan Loop #06-05 Pantech Business HubSingapore 128383Tel : (65) 6872 0211Fax : (65) 6872 1800Web : www.jason.com.sg

Underwriter and Placement Agent

CIMB-GK Securities Pte. Ltd. (Company Registration No.: 198701621D) (Incorporated in the Republic of Singapore)

Sponsor

CIMB Bank Berhad (13491-P)Singapore Branch

(Incorporated in Malaysia)

JASON MARINE GROUP LIMITED is one of the leading providers of integrated solutions of a wide range of marine communication, navigation and automation systems based in Singapore.

We are involved in the design, supply, integration, installation, testing and commissioning of marine communication, navigation and automation systems for the marine and offshore oil & gas industries. We also provide maintenance and support services for these systems. As we steer towards being a one-stop solutions provider, we also provide our customers with satellite airtime services.

Headquartered in Singapore, we have presence in Indonesia, Malaysia, the PRC and Thailand. We have established good relationships with our customers, who are predominantly international customers from the marine and offshore oil & gas industries. In FY2009, we recorded sales with over 1,000 customers. We are able to deploy our capabilities and expertise to service customers locally and internationally.

We also have established partnerships with internationally renowned manufacturers such as Raytheon Anschütz, Thrane & Thrane, Seatel, Navico, Federal Signal, Samyung and Koden, which allow us to offer best-of-breed solutions to our customers.

O U R B U S I N E S S

Sale of Marine Communication, Navigation and Automation Systems We design, supply, integrate, install and commission a comprehensive range of radio and satellite communication, navigation, and marine automation systems to our customers.

Our services can be categorised as follows:

a) COMMUNICATION We sell marine communication equipment and systems used for voice communication,

data transfer and internet connection, including intercom, public address and general alarm applications.

b) NAVIGATION We sell marine navigation equipment and systems designed to determine a vessel’s

position and direction, and for controlling the movement of the vessel from one place to another.

c) AUTOMATION We sell systems designed for monitoring and controlling the ship’s mechanical and

electronics systems and machinery, including applications from small stand-alone alarm systems, to fully integrated control systems such as ballast control and power management.

Provision of Maintenance and Support ServicesWe offer system warranty coverage to our customers. Our maintenance services include repairs, troubleshooting and replacement of faulty parts. We also provide operational and maintenance training to our customers’ personnel.

We also operate a certifi ed service centre for Thrane & Thrane in Singapore and an authorised service centre for Raytheon Anschütz in the PRC.

In addition, we provide statutory radio survey and annual performance test of voyage data recorder services to our customers.

Resale of Airtime ServicesWe provide bandwidth (“airtime”) for the satellite communication systems distributed by us and other distributors, which is used for high quality direct-dial voice, communication, facsimile, data transfer, telex, e-mail and high-speed internet connections.

PRC

Thailand

Malaysia

Indonesia

Subsidiary

Associated Company

recorder services to our customers.

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PRC

Thailand

Malaysia

Indonesia

Subsidiary

Associated Company



C O M P E T I T I V E S T R E N G T H S

We provide integrated solutions for a comprehensive range of marine communication, navigation and automation systems

• Well-equipped to provide “integrated one-stop shop” solutions – from the initial stage of consultancy, system design to implementing, testing and commissioning the solution according to customer specifi cations, as well as provide reliable maintenance and after-sales support services for the products we supply

• Established partnerships with internationally renowned manufacturers allow us to offer best-of-breed solutions

We have strong technical expertise and ability to design and implement comprehensive solutions

• As at the Latest Practicable Date (“LPD”), our team of 98 skilled and qualified engineering and technical personnel enable us to provide customised and timely solutions to our customers

• Our personnel have been trained to provide different marine communication, navigation and automation solutions

We have an experienced and committed management team

• Strong, dedicated and experienced management team led by our founder and Executive Chairman Mr Foo Chew Tuck. Both Mr Foo Chew Tuck and our CEO Mr Tan Lian Huat, have over 30 years of experience each in the marine electronics industry

• Our Executive Directors’ in-depth knowledge, business experience and networking resources are valuable assets of our Group

We have good relationships with our suppliers and have a wide base of customers

• Established long-standing relationships with many suppliers, many of whom are leading manufacturers in their respective fi elds

• Developed good working relationships with our customers by providing timely, reliable and quality services at competitive prices. In FY2009, we have over 1,000 customers with whom we have recorded sales

• Repeat customers represent more than 80% of our total revenue in FY2009• Customers range from international shipping companies, shipyards, rig builders to cruise liners,

ship managers and leisure and fi shing boat owners and governmental agencies

We have regional presence and have the capability to deploy globally

• Established presence overseas with an associated company in Thailand and subsidiaries in Malaysia, Indonesia and the PRC

• Able to provide regional customers with reliable and timely technical support• Better positioned to understand the demands for our products and services in the respective local markets• Able to successfully deploy our capabilities and expertise to service customers locally and

internationally

P R O S P E C T S

Shipping Traffic in Singapore

• Our Directors believe shipping traffi c in Singapore will continue to grow as the global economy recovers

• Our Directors believe the long-term demand for our Group’s supplies and services will be fi rm

Shipbuilding and Ship Repair Services in Singapore and the PRC

Singapore• Our Directors believe that the supplies and services for ship repairs will continue to provide a stable

revenue stream for our Group

The PRC• Our Directors believe there is growing demand for the provision of marine electronics equipment and

the related services in the PRC, despite the current anticipated slowdown in terms of new ship orders in the PRC

• Our Directors believe the growth in the shipbuilding and ship repair services industries in the PRC will be sustainable and expect revenue contribution from the PRC to increase in the long run

Oil & Gas Exploration and Production Activities

• Most analysts agree that many major and large national oil companies will keep upstream spending stable on the whole

• Given that there is currently no other viable alternative to meet most of the world’s energy needs, our Directors believe demand for oil exploration and production activities (both onshore and offshore) will continue to be fi rm

B U S I N E S S S T R AT E G I E S

Explore investments and/or joint ventures • We may consider investing in other companies with businesses

similar or complementary to our Group’s business, and/or joint ventures with suitable parties as and when the opportunities arise

• Our Directors believe that for our overseas ventures, forming joint ventures with business partners with local knowledge or local contacts is a prudent and cost effective strategy of penetrating the overseas market

Expand our geographical network • Create an international network to provide better customer support • Set up new offi ces in some of the region’s busiest ports, especially

in the PRC, and other shipbuilding hubs

Extend our business reach and expand our product range • Identify and source for new suppliers to complement our existing

range of products• Currently evaluating the feasibility of diversifying business

portfolio to include the provision of integrated solutions for land and aviation communication

F I N A N C I A L H I G H L I G H T SYear ended 31 March

Singapore

SEA (other than Singapore)

PRC

Other Countries*

Revenue Revenue by Business FY2009

Revenue by Geography FY2009

S$ million

FY2007 FY2008 FY2009

FY2007 FY2008 FY2009

0

20

30

10

40

50

60

70

40.7

58.7

70.9

Gross Profit and Margin

S$ million

0

10

15

5

20

9.4

23.1%

24.7% 24.9%

14.5

17.7

Net Profit

S$ million

0

2

3

1

4

5

6

7

1.6

3.3

6.4

As at LPD, our order book, which is subject to cancellation, amounted to approximately S$34.5 million. The majority of our projects are expected to be completed by FY2011.

79.8%

14.1%

16.8%

27.6%

42.0%

3.4%

16.3%

Sale of goods

Rendering of services

Airtime revenue

* Other countries refer principally to Germany, Greece, Italy, the Maldives, the Netherlands, Norway, Sweden, Switzerland, the United Arab Emirates, the United Kingdom and the USA.

FY2007 FY2008 FY2009



















internationally

P R O S P E C T S























Singapore


PRC

Other Countries*



S$ million

FY2007 FY2008 FY2009

FY2007 FY2008 FY2009

0

20

30

10

40

50

60

70

40.7

58.7

70.9


S$ million

0

10

15

5

20

9.4

23.1%

24.7% 24.9%

14.5

17.7

Net Profit

S$ million

0

2

3

1

4

5

6

7

1.6

3.3

6.4


79.8%

14.1%

16.8%

27.6%

42.0%

3.4%

16.3%

Sale of goods


Airtime revenue


FY2007 FY2008 FY2009

TABLE OF CONTENTS

Page

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

DEFINITIONS .................................................................................................................................... 6

GLOSSARY OF TECHNICAL TERMS .............................................................................................. 14

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS.................................... 16

SELLING RESTRICTIONS ................................................................................................................ 18

DETAILS OF THE INVITATION

– LISTING ON THE CATALIST .................................................................................................... 19

INDICATIVE TIMETABLE FOR LISTING .......................................................................................... 22

PLAN OF DISTRIBUTION ................................................................................................................ 23

OFFER DOCUMENT SUMMARY ...................................................................................................... 25

THE INVITATION................................................................................................................................ 28

EXCHANGE RATES .......................................................................................................................... 29

RISK FACTORS ................................................................................................................................ 30

INVITATION STATISTICS .................................................................................................................. 41

USE OF PROCEEDS AND LISTING EXPENSES ............................................................................ 43

DIVIDEND POLICY ............................................................................................................................ 45

SHARE CAPITAL .............................................................................................................................. 46

SHAREHOLDERS

– OWNERSHIP STRUCTURE ...................................................................................................... 48

– MORATORIUM .......................................................................................................................... 49

DILUTION .......................................................................................................................................... 50

RESTRUCTURING EXERCISE ........................................................................................................ 52

GROUP STRUCTURE ...................................................................................................................... 54

SELECTED COMBINED FINANCIAL INFORMATION .................................................................... 56

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS

– OVERVIEW ................................................................................................................................ 58

– SEASONALITY .......................................................................................................................... 65

– INFLATION ................................................................................................................................ 65

– SEGMENTAL RESULTS ............................................................................................................ 65

1

Page

– REVIEW OF PAST OPERATING PERFORMANCE .................................................................. 66

– REVIEW OF FINANCIAL POSITION ........................................................................................ 70

– LIQUIDITY AND CAPITAL RESOURCES.................................................................................. 71

– CAPITAL EXPENDITURES, DIVESTMENT AND COMMITMENTS.......................................... 73

– FOREIGN EXCHANGE MANAGEMENT .................................................................................. 74

– CHANGE IN SIGNIFICANT ACCOUNTING POLICIES ............................................................ 75

– CAPITALISATION AND INDEBTEDNESS ................................................................................ 75

GENERAL INFORMATION ON OUR GROUP

– HISTORY.................................................................................................................................... 77

– INDUSTRY VALUE CHAIN ........................................................................................................ 79

– BUSINESS OVERVIEW ............................................................................................................ 80

– PROJECT DELIVERY PROCESS ............................................................................................ 85

– MARKETING .............................................................................................................................. 86

– QUALITY ASSURANCE ............................................................................................................ 87

– STAFF TRAINING ...................................................................................................................... 88

– AWARDS AND ACHIEVEMENTS.............................................................................................. 89

– INSURANCE .............................................................................................................................. 90

– PROPERTIES AND FIXED ASSETS ........................................................................................ 91

– INTELLECTUAL PROPERTY .................................................................................................... 93

– GOVERNMENT REGULATIONS .............................................................................................. 94

– RESEARCH AND DEVELOPMENT .......................................................................................... 100

– MAJOR CUSTOMERS .............................................................................................................. 101

– MAJOR SUPPLIERS.................................................................................................................. 101

– CREDIT POLICY........................................................................................................................ 103

– INVENTORY MANAGEMENT.................................................................................................... 104

– COMPETITION .......................................................................................................................... 105

– COMPETITIVE STRENGTHS.................................................................................................... 105

– PROSPECTS ............................................................................................................................ 106

– TREND INFORMATION ............................................................................................................ 109

– ORDER BOOK .......................................................................................................................... 110

– BUSINESS STRATEGIES AND FUTURE PLANS .................................................................... 110

– WHERE YOU CAN FIND US .................................................................................................... 110

INTERESTED PERSON TRANSACTIONS

– INTERESTED PERSONS.......................................................................................................... 111

– PAST INTERESTED PERSON TRANSACTIONS .................................................................... 112

– PRESENT AND ON-GOING INTERESTED PERSON TRANSACTIONS ................................ 120

– GUIDELINES AND REVIEW PROCEDURES FOR FUTURE INTERESTED PERSON TRANSACTIONS ...................................................................................................................... 123

– POTENTIAL CONFLICTS OF INTERESTS .............................................................................. 125

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Page

DIRECTORS, MANAGEMENT AND STAFF

– DIRECTORS .............................................................................................................................. 126

– EXECUTIVE OFFICERS............................................................................................................ 130

– MANAGEMENT REPORTING STRUCTURE ............................................................................ 131

– DIRECTORS’ AND EXECUTIVE OFFICERS’ REMUNERATION.............................................. 132

– EMPLOYEES ............................................................................................................................ 132

– SERVICE AGREEMENTS.......................................................................................................... 133

JASON EMPLOYEE SHARE OPTION SCHEME ............................................................................ 136

CORPORATE GOVERNANCE .......................................................................................................... 141

EXCHANGE CONTROLS .................................................................................................................. 144

CLEARANCE AND SETTLEMENT .................................................................................................. 148

GENERAL AND STATUTORY INFORMATION ................................................................................ 149

APPENDIX AINDEPENDENT AUDITORS’ REPORT ON AUDITED COMBINED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 MARCH 2007, 2008 AND 2009 .................................... A-1

APPENDIX BDESCRIPTION OF ORDINARY SHARES ........................................................................................ B-1

APPENDIX CSUMMARY OF SELECTED ARTICLES OF ASSOCIATION OF OUR COMPANY.......................... C-1

APPENDIX DRULES OF THE JASON EMPLOYEE SHARE OPTION SCHEME .................................................. D-1

APPENDIX ETAXATION .......................................................................................................................................... E-1

APPENDIX FTERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE .............. F-1

3

CORPORATE INFORMATION

BOARD OF DIRECTORS : Foo Chew Tuck (Executive Chairman)Tan Lian Huat (CEO)Wong Hin Sun Eugene (Non-executive Director)Sin Hang Boon @ Sin Han Bun (Independent Director)Eileen Tay-Tan Bee Kiew (Independent Director)

COMPANY SECRETARIES : Sin Chee Mei (ACIS)Foo Hui Min (CPA Singapore)

REGISTERED OFFICE : 194 Pandan Loop#06-05 Pantech Business HubSingapore 128383

SHARE REGISTRAR AND : B.A.C.S. Private LimitedSHARE TRANSFER OFFICE 63 Cantonment Road

Singapore 089758

SPONSOR : CIMB Bank Berhad, Singapore Branch50 Raffles Place #09-01 Singapore Land TowerSingapore 048623

UNDERWRITER AND PLACEMENT : CIMB-GK Securities Pte. Ltd.AGENT 50 Raffles Place

#19-00 Singapore Land TowerSingapore 048623

INDEPENDENT AUDITORS AND : BDO RafflesREPORTING ACCOUNTANTS Public Accountants

and Certified Public Accountants19 Keppel Road #02-01Jit Poh BuildingSingapore 089058

Partner-in-charge: Chia Soo Hien (Certified PublicAccountant, a member of the Institute of Certified PublicAccountants of Singapore)

SOLICITORS TO THE INVITATION : Drew & Napier LLC AND LEGAL ADVISER TO OUR 20 Raffles PlaceCOMPANY ON SINGAPORE LAW #17-00 Ocean Towers

Singapore 048620

LEGAL ADVISER TO OUR : Legal Advisory Council Limited COMPANY ON THAI LAW Olympia Thai Tower, 16th Floor

444 Rajadapisek Road, SamsennorkHuaykwang, Bangkok 10310Thailand

LEGAL ADVISER TO OUR : Tian Yuan Law FirmCOMPANY ON PRC LAW 11th Floor, Tower C, Corporate Square

No. 35 Financial Street, Xicheng DistrictBeijing, PRC 100140

4

LEGAL ADVISER TO OUR : Tay & PartnersCOMPANY ON MALAYSIAN LAW 6th Floor, Plaza See Hoy Chan

Jalan Raja Chulan50200 Kuala LumpurMalaysia

LEGAL ADVISER TO OUR : Tiendas Law Offices COMPANY ON INDONESIAN LAW 22nd Floor, Menara Imperium

Jl. H.R. Rasuna Said, Kav.1Jakarta 12980, Indonesia

PRINCIPAL BANKERS : CIMB Bank Berhad, Singapore Branch50 Raffles Place#09-01 Singapore Land TowerSingapore 048623

Citibank, N.A., Singapore Branch3 Temasek Avenue #11-00 Centennial TowerSingapore 039190

Bank of China Limited, Singapore Branch4 Battery RoadSingapore 049908

RECEIVING BANKER : CIMB Bank Berhad, Singapore Branch50 Raffles Place#09-01 Singapore Land TowerSingapore 048623

5

DEFINITIONS

In this Offer Document and the accompanying Application Forms, the following definitions apply wherethe context so admits:

Group Companies

“Company” or “Jason Marine : Jason Marine Group Limited. The terms “we”, “our”, “our Company”Group” or “us” have correlative meanings

“Group” : Our Company and our subsidiaries (namely, Jason Electronics,Jason Asia, Jason Venture, Jason Elektronik, Jason Shanghai andPT Jason) and our associated companies (namely, Jason Thailand,iProMar and Sing Partners Marine) following the completion of theRestructuring Exercise, treated for the purpose of this OfferDocument as if the group structure had been in existence since 1April 2006.

For the purposes of the discussion relating to our financialinformation including “Selected Combined Financial Information”and “Management’s Discussion and Analysis of Financial Positionand Results of Operations”, “Group” means our Company and oursubsidiaries only

“iProMar” : iProMar (Pte.) Ltd.

“Jason Asia” : Jason Asia Pte Ltd (formerly known as Skanti Asia Pte Ltd)

“Jason Electronics” : Jason Electronics (Pte) Ltd

“Jason Elektronik” : Jason Elektronik (M) Sdn. Bhd.

“Jason Shanghai” : Jason (Shanghai) Co., Ltd

“Jason Thailand” : Jason Electronics (Thailand) Co., Ltd.

“Jason Venture” : Jason Venture Pte. Ltd.

“PT Jason” : PT Jason Elektronika

“Sing Partners Marine” : Sing Partners Marine Pte. Ltd.

Other Corporations and Agencies

“Authority” : The Monetary Authority of Singapore

“CDP” : The Central Depository (Pte) Limited

“CIMB” or “Sponsor” : CIMB Bank Berhad, Singapore Branch

“CPF” : The Central Provident Fund

“Dalian Shipyard” : Dalian Shipyard Co., Ltd

“EDB” : Singapore Economic Development Board

“e-MLX” : e-MLX Co., Ltd.

6

“Federal Signal” : Federal Signal Corporation

“Guangyuan Communication : Cosco Guangyuan Communication & Navigation Co., Ltd and Navigation”

“Inmarsat” : Inmarsat plc

“ISO” : International Organisation for Standardisation

“Jason China” : Jason China (Shanghai) Co., Ltd

“Jason Consultancy” : Jason Consultancy Pte Ltd

“Jason Engineering” : Jason Engineering Pte. Ltd.

“Jason Harvest” : Jason Harvest Pte Ltd

“Jason Philippines” : Jason Electronics Phils. Company, Inc

“JE Elektronik” : JE Elektronik (M) Sdn Bhd

“JE Holdings” : JE Holdings Pte Ltd

“Jotron” : Jotron Phontech A/S

“Koden” : Koden Electronics Co., Ltd.

“MPA” : Maritime and Port Authority of Singapore

“Navico” : Navico Asia-Pacific Limited

“OPEC” : Organisation of the Petroleum Exporting Countries

“Participating Banks” : UOB Bank and its subsidiary, Far Eastern Bank Limited (the “UOBGroup”), DBS Bank Ltd (including POSB) (“DBS Bank”) and OCBCBank

“Penta Electromec” : Penta Electromec Private Limited

“Placement Agent” or : CIMB-GK Securities Pte. Ltd.“Underwriter” or “CIMB-GK”

“Raytheon Anschütz” : Raytheon Anschütz GmbH

“Receiving Bank” : CIMB

“Samyung” : Samyung Enc Co., Ltd

“SCCS” : Securities Clearing & Computer Services (Pte) Ltd

“Seatel” : Sea Tel, Inc.

“SGX-ST” or “Exchange” : Singapore Exchange Securities Trading Limited

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

“SingTel” : Singapore Telecommunications Ltd

7

“Sirius Venture” : Sirius Venture Consulting Pte. Ltd.

“Solicitors to the Invitation” : Drew & Napier LLC

“Thrane & Thrane” : Thrane & Thrane A/S

“Unity Holdings” : Unity Holdings Pte Ltd

General

“Application Forms” : The printed application forms to be used for the purpose of theInvitation and which form part of this Offer Document

“Application List” : The list of applications for subscription of the New Shares

“Articles” or “Articles of : The articles of association of our CompanyAssociation”

“Associate” : (a) in relation to any director, chief executive officer, substantialshareholder or controlling shareholder (being an individual)means:

(i) his immediate family;

(ii) the trustees of any trust of which he or his immediatefamily is a beneficiary or, in the case of a discretionarytrust, is a discretionary object; or

(iii) any company in which he and his immediate familytogether (directly or indirectly) have an interest of 30%or more of the aggregate of the nominal amount of allthe voting shares;

(b) in relation to a substantial shareholder or a controllingshareholder (being a company) means any other companywhich is its subsidiary or holding company or is a subsidiaryof such holding company or one in the equity of which itand/or such other company or companies taken together(directly or indirectly) have an interest of 30% or more

“Associated Company” : In relation to a corporation, means:

(a) any corporation in which the corporation or its subsidiaryhas, or the corporation and its subsidiary together have, adirect interest of not less than 20% but not more than 50% ofthe aggregate of the nominal amount of all the voting shares;or

(b) any corporation, other than a subsidiary of the corporation ora corporation which is an associated company by virtue ofparagraph (a), the policies of which the corporation or itssubsidiary, or the corporation together with its subsidiary, isable to control or influence materially

“ATM” : Automated teller machine of a Participating Bank

“Audit Committee” : The audit committee of our Company as at the date of this OfferDocument, unless otherwise stated

8

“Board” or “Board of Directors” : The board of Directors of our Company as at the date of this OfferDocument, unless otherwise stated

“Catalist” : The sponsor-supervised listing platform of the SGX-ST

“CEO” : Chief executive officer

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

“Controlling Shareholder” : In relation to a corporation,

(a) a person who has an interest in the voting shares of acorporation and who exercises control over the corporation;or

(b) a person who has an interest of 15% or more of theaggregate of the nominal amount of all the voting shares in acorporation, unless he does not exercise control over thecorporation

“Directors” : The directors of our Company as at the date of this OfferDocument, unless otherwise stated

“Electronic Applications” : Applications for the Offer Shares made through an ATM or throughIB websites in accordance with the terms and conditions of thisOffer Document

“EPS” : Earnings per Share

“ESOS” : The Jason Employee Share Option Scheme, adopted by ourCompany on 24 August 2009, the terms of which are set out inAppendix D of this Offer Document

“Executive Directors” : The executive directors of our Company as at the date of this OfferDocument, unless otherwise stated

“Executive Officers” : The executive officers of our Group as at the date of this OfferDocument, unless otherwise stated

“FBA” : Foreign Business Act B.E. 2542 (A.D. 1999) of Thailand

“FY” : Financial year ended or, as the case may be, ending 31 March

“GST” : Goods and services tax

“IB” : Internet banking

“Independent Auditors’ Report” : Independent Auditors’ Report on Audited Combined FinancialStatements for the financial years ended 31 March 2007, 2008 and2009, as set out in Appendix A of this Offer Document

“Independent Directors” : The independent directors of our Company as at the date of thisOffer Document, unless otherwise stated

“Invitation” : The invitation by our Company to the public in Singapore tosubscribe for the New Shares at the Issue Price, subject to and onthe terms and conditions of this Offer Document

9

“ISO9001:2000” : The International Standard that promotes the adoption of a processapproach when developing, implementing and improving theeffectiveness of a quality management system, to enhancecustomer satisfaction by meeting customer requirements. This isthe third edition of ISO9001 to cancel and replace the secondedition (ISO9001:1994) together with ISO9002:1994 and ISO9003:1994

“Issue Price” : S$0.21 for each New Share

“Latest Practicable Date” : 11 September 2009, being the latest practicable date for thepurposes of lodgement of this Offer Document with the SGX-ST

“Listing Manual” : Section B of the Listing Manual: Rules of the Catalist, as amended,modified or supplemented from time to time

“Management Agreement” : The management and sponsorship agreement dated 12 October2009 entered into between our Company and CIMB pursuant towhich CIMB agreed to manage and sponsor the Invitation, detailsas described in the section entitled “General and StatutoryInformation – Management, Underwriting and PlacementArrangements” of this Offer Document

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

“NAV” : Net asset value

“New Shares” : The 16,000,000 new Shares which are the subject of this Invitation

“Nominating Committee” : The nominating committee of our Company as at the date of thisOffer Document, unless otherwise stated

“Non-executive Directors” : The non-executive directors of our Company (includingIndependent Directors) as at the date of this Offer Document,unless otherwise stated

“NTA” : Net tangible assets

“Offer” : The offer by our Company of the Offer Shares to the public inSingapore for subscription at the Issue Price subject to and on theterms and conditions of this Offer Document

“Offer Document” : This offer document dated 12 October 2009 issued by ourCompany in respect of the Invitation

“Offer Shares” : The 500,000 New Shares which are the subject of the Offer

“Option(s)” : The option(s) which may be granted pursuant to the ESOS

“Option Shares” : The new Shares which may be allotted and issued upon theexercise of the Options

“PER” : Price earnings ratio

“period under review” : The period which comprises FY2007, FY2008 and FY2009

“Placement” : The placement of the Placement Shares by the placement agent(s)on behalf of our Company for subscription at the Issue Price,subject to and on the terms and conditions of this Offer Document

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“Placement Shares” : The 15,500,000 New Shares which are the subject of thePlacement

“PRC” or “China” : People’s Republic of China, excluding Macau and Hong Kong forthe purposes of this Offer Document and for geographicalreference only

“provider of integrated solutions” : A person who is engaged in (a) the design, supply, integration,installation, testing and commissioning of marine communication,navigation and automation systems and (b) the provision ofmaintenance and support services for these systems

“Remuneration Committee” : The remuneration committee of our Company as at the date of thisOffer Document, unless otherwise stated

“Restructuring Exercise” : The corporate restructuring exercise undertaken in connection withthe Invitation as described in the section entitled “RestructuringExercise” of this Offer Document

“Securities Account” : The securities account maintained by a depositor with CDP butdoes not include a securities sub-account

“Service Agreements” : The service agreements entered into between our Company andour Executive Chairman, Foo Chew Tuck, and our CEO, Tan LianHuat, as set out in the section entitled “Directors, Management andStaff – Service Agreements” of this Offer Document

“SFA” or “Securities & Futures : The Securities and Futures Act (Chapter 289) of Singapore, asAct” amended or modified from time to time

“Share(s)” : Ordinary share(s) in the capital of our Company

“Shareholder(s)” : Registered holder(s) of Share(s), except where the registeredholder is CDP, the term “Shareholders” shall, in relation to suchShares mean the Depositors whose Securities Accounts arecredited with Shares

“Share Split” : The sub-division of each Share in the issued share capital of ourCompany into six Shares

“Substantial Shareholder(s)” : Person(s) who has or have an interest in the Share(s), the nominalamount of which is not less than 5% of the aggregate of thenominal amount of all the voting shares of our Company

“Underwriting and Placement : The underwriting and placement agreement dated 12 OctoberAgreement” 2009 entered into between our Company and CIMB-GK pursuant

to which CIMB-GK agreed to (i) underwrite our offer of the OfferShares; and (ii) subscribe and/or procure subscribers for thePlacement Shares, details as described in the section entitled“General and Statutory Information – Management, Underwritingand Placement Arrangements” of this Offer Document

“UK” : United Kingdom

“USA” or “United States” : United States of America

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Currencies, Units and Others

“$” or “S$” and “cents” : Singapore dollars and cents respectively

“%” or “per cent.” : Per centum

“Baht” : Thai Baht, the lawful currency of Thailand

“Euro” : The official currency of the European Union

“ft” : Feet

“IDR” : Indonesian Rupiah, the lawful currency of Indonesia

“INR” or “Rupees” : Indian Rupee, the lawful currency of India

“kg” : Kilograms

“KRW” : Korean Won, the lawful currency of the Republic of Korea (i.e.South Korea)

“m” : Metre

“RM” : Ringgit Malaysia, the lawful currency of Malaysia

“RMB” : Renminbi, the lawful currency of the People’s Republic of China

“sq ft” : Square feet

“sq m” : Square metre

“US$” : United States dollars

The expressions “Depositor”, “Depository Agent” and “Depository Register” shall have the meaningsascribed to them respectively in Section 130A of the Companies Act.

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

Any reference in this Offer Document, the Application Forms and the Electronic Applications to anystatute or enactment is a reference to that statute or enactment as for the time being amended or re-enacted. Any word defined under the Companies Act, the SFA or any statutory modification thereof andused in this Offer Document, the Application Forms and the Electronic Applications shall, whereapplicable, have the meaning assigned to it under the Companies Act, the SFA or any statutorymodification thereof, as the case may be.

Any reference in this Offer Document, the Application Forms and the Electronic Applications to Sharesbeing allotted to an applicant includes allotment to CDP for the account of that Applicant.

Any reference to a time of day in this Offer Document, the Application Forms and the ElectronicApplications shall be a reference to Singapore time unless otherwise stated.

References in this Offer Document to the “Group”, “we”, “our”, and “us” or any other grammaticalvariations thereof shall unless otherwise stated, mean our Company, our Group or any member of ourGroup as the context requires.

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Certain names with Chinese characters have been translated into English names. Such translations,which are provided solely for the convenience of investors, may not have been registered with therelevant PRC authorities and should not be construed as representations that the English names actuallyrepresent the Chinese characters. In case of any inconsistency between the English names and theirrespective official Chinese names, the Chinese names shall prevail.

Any discrepancies in the tables included herein between the listed amounts and the totals thereof are dueto rounding. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation ofthe figures that precede them.

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GLOSSARY OF TECHNICAL TERMS

The glossary contains explanations of certain technical terms and abbreviations used in this OfferDocument in connection with our Group and our business. The terms and abbreviations and the assignedmeanings may not correspond to standard industry meanings and usage of these terms.

“AIS” : Automatic Identification System. It is a system used by ships andvessel traffic services (“VTS”) principally for identifying and locatingvessels. AIS assists the identification of ships when visibility is lowby providing a means for the exchange of identification, position,course, speed, and other ship data with all other nearby ships andVTS stations. The system comprises an integrated standardizedVHF radio transceiver system with an electronic navigation system,such as a GPS receiver and other navigational sensors

“Echo Sounder” : An echo sounder is a device that detects objects under water bymeans of sonar, which uses reflected sound waves. An echosounder consists of a transmitter, which emits an ultrasonic pulse,and a receiver, which detects the pulse after reflection from theseabed. The time between transmission and receipt of the reflectedsignal is a measure of the depth of water

“FPSO” : Floating Production Storage and Offloading vessel. It is a type offloating tank system used by the offshore oil & gas industry anddesigned to take all of the oil or gas produced from a nearbyplatform(s), process it, and store it until the oil or gas can beoffloaded onto waiting tankers, or sent through a pipeline

“GMDSS” : Global Maritime Distress Safety System. It is an internationallyagreed-upon set of safety procedures, types of equipment, andcommunication protocols used to increase safety and facilitate therescue of distressed ships, boats and aircraft

“GPS” : The Global Positioning System is a global navigation satellitesystem (“GNSS”) developed by the United States Department ofDefense and managed by the United States Air Force 50th SpaceWing. It is the only fully functional GNSS in the world. It can beused freely by anyone, unless the system is technically restricted.These restrictions can be applied to specific regions by the U.S.Department of Defense. GPS can be used almost anywhere nearthe earth, and is often used by civilians for navigation purposes

“GPS Receiver” : GPS receivers calculate positions by measuring the distancebetween itself and 3 or more GPS satellites. Measuring the timedelay between transmission and reception of each GPS microwavesignal gives the distance to each satellite, as the signal travels at apre-determined speed. The signals also carry information about thesatellites’ location. By determining the position of, and distance to,at least 3 satellites, the receiver can compute its position using amethod known as trilateration

“Gyrocompass” : A gyrocompass is a compass which finds true north i.e. thedirection of the earth’s rotational axis, by using an electricallypowered fast spinning wheel and friction forces in order to exploitthe rotation of the Earth

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“Inmarsat-C” : Inmarsat-C is a two-way, packet data service operated by thetelecommunications company Inmarsat. The service is approved foruse under the GMDSS. This service meets the requirements forShip Security Alert Systems defined by the International MaritimeOrganisation and is a service most widely used in fishing vesselmonitoring systems. The service offers, amongst others, datatransfer, e-mail, short messaging service (“SMS”), crew calling,telex, remote monitoring, tracking, chart and weather updates,maritime safety information, maritime security and GMDSSservices. This service is available for maritime, land mobile andaeronautical use

“Integrated Bridge System” : It is a combination of systems which are interconnected in order toallow a centralised access to sensor information andcommand/control from workstations, with the aim of increasing thesafety and efficiency of vessel management

“Radar” : The radar is a system that employs electromagnetic waves toidentify the range, and direction of both moving and fixed objects

“SART” : Search and Rescue Radar Transponder. It is a device used tolocate a survival craft or distressed vessel by creating a series ofdots on a rescue ship’s radar display. It will only respond to an X-band radar

“Ship Security Alert System” : It is capable of tracking vessels and raising a discreet alarm torelevant authorities should the security of a vessel be compromised

“VHF” : Very High Frequency

“VHF radio” : It is used for a wide variety of purposes, including the summoningof rescue services and communicating with harbours and marinas.A VHF radio is mandatory in larger vessels under the GMDSS,which is an internationally agreed-upon set of safety procedures,types of equipment, and communication protocols

“Weather Fax Receiver” : It receives weather predictions via facsimiles from weather stationsaround the world

“X-band” and “S-band” : Segments of the microwave radio region of the electromagneticspectrum

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

All statements contained in this Offer Document, statements made in press releases and oral statementsthat may be made by us or our Directors, Executive Officers or employees acting on our behalf, that arenot statements of historical fact, constitute “forward-looking statements”. You can identify some of theseforward-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 thesewords are not the exclusive means of identifying forward-looking statements. All statements regarding ourexpected financial position, trend information, business strategies, plans and prospects are forward-looking statements.

These forward-looking statements, including without limitation, statements as to:

(a) our revenue and profitability;

(b) expected growth in demand;

(c) expected industry trends and development;

(d) anticipated expansion plans; and

(e) other matters discussed in this Offer Document regarding matters that are not historical facts,

are only predictions. These forward-looking statements involve known and unknown risks, uncertaintiesand other factors that may cause our actual results, performance or achievements to be materiallydifferent from any future results, performance or achievements expected, expressed or implied by theseforward-looking statements. These risks, uncertainties and other factors include, among others:

(a) changes in political, social and economic conditions and the regulatory environment in Singapore,Malaysia, Thailand, Indonesia, the PRC and other countries in which we conduct business orexpect to conduct business;

(b) changes in currency exchange rates;

(c) our inability to implement our business strategies and future plans;

(d) our inability to realise our anticipated growth strategies and expected internal growth;

(e) changes in the availability and prices of raw materials and goods which we require to operate ourbusiness;

(f) changes in customer preferences;

(g) changes in competitive conditions and our ability to compete under such conditions;

(h) changes in our future capital needs and the availability of financing and capital to fund such needs;and

(i) other factors beyond our control.

Some of these risk factors are discussed in more detail in this Offer Document, in particular, thediscussions under the sections entitled “Risk Factors”, “Management’s Discussion and Analysis ofFinancial Position and Results of Operations” and “General Information on Our Group – TrendInformation” of this Offer Document. These forward-looking statements are applicable only as at the dateof this Offer Document.

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Given the risks and uncertainties that may cause our actual future results, performance or achievementsto be materially different from that expected, expressed or implied by the forward-looking statements inthis Offer Document, undue reliance must not be placed on these statements which apply only as at thedate of this Offer Document. Neither our Company, the Sponsor, the Underwriter, the Placement Agentnor any other person represents or warrants that our Group’s actual future results, performance orachievements will be as discussed in those statements.

All forward-looking statements by or attributable to us, or persons acting on our behalf, contained in thisOffer Document are expressly qualified in their entirety by such factors. Our actual results may differmaterially from those anticipated in these forward-looking statements as a result of the risks faced by us.We, the Sponsor, the Underwriter and the Placement Agent disclaim any responsibility to update any ofthose forward-looking statements or publicly announce any revisions to those forward-looking statementsto reflect future developments, events or circumstances. We are, however, subject to the provisions of theSFA and the Listing Manual regarding corporate disclosure. In particular, pursuant to Section 241 of theSFA, if after the registration of the Offer Document but before the close of the Invitation, our Companybecomes aware of (a) a false or misleading statement or matter in the Offer Document; (b) an omissionfrom the Offer Document of any information that should have been included in it under Section 243 of theSFA; or (c) a new circumstance that has arisen since the Offer Document was lodged which would havebeen required by Section 243 of the SFA to be included in the Offer Document if it had arisen before theOffer Document was lodged and that is materially adverse from the point of view of an investor, ourCompany may in consultation with the Sponsor, the Underwriter and the Placement Agent, lodge asupplementary or replacement offer document with the SGX-ST acting as agent on behalf of theAuthority.

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SELLING RESTRICTIONS

This Offer Document does not constitute an offer, solicitation or invitation to subscribe for the New Sharesin any jurisdiction in which such offer, solicitation or invitation is unlawful or is not authorised or to anyperson to whom it is unlawful to make such offer, solicitation or invitation. No action has been or will betaken under the requirements of the legislation or regulations of, or of the legal or regulatory requirementsof any jurisdiction, except for the filing and/or lodgement of this Offer Document in Singapore in order topermit a public offering of the New Shares and the public distribution of this Offer Document in Singapore.The distribution of this Offer Document and the offering of the New Shares in certain jurisdictions may berestricted by the relevant laws in such jurisdictions. Persons who may come into possession of this OfferDocument are required by our Company, the Sponsor, the Underwriter and the Placement Agent toinform themselves about, and to observe and comply with, any such restrictions.

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DETAILS OF THE INVITATION

LISTING ON THE CATALIST

We have applied to the SGX-ST for permission to deal in, and for quotation of, all our Shares alreadyissued, the New Shares and the Option Shares. Such permission will be granted when our Company hasbeen admitted to the Catalist. Our acceptance of applications will be conditional upon, inter alia,permission being granted by the SGX-ST to deal in, and for quotation of, all our existing issued Shares,the New Shares and the Option Shares. Monies paid in respect of any application accepted will bereturned to you, without interest or any share of revenue or other benefit arising therefrom and at yourown risk, if the said permission is not granted and you will not have any claims whatsoever against us,the Sponsor, the Underwriter and the Placement Agent.

A copy of this Offer Document has been lodged with the SGX-ST acting as agent on behalf of theAuthority. The registration of this Offer document by the SGX-ST acting as agent on behalf of theAuthority does not imply that the SFA, or any other legal or regulatory requirements, have been compliedwith. The SGX-ST assumes no responsibility for the correctness of any of the statements or opinionsmade or reports contained in this Offer Document. Admission to the Catalist is not to be taken as anindication of the merits of the Invitation, our Company, our subsidiaries, our associated companies, ourShares, the New Shares or the Option Shares.

We are subject to the provisions of the SFA and the Listing Manual regarding corporate disclosure. Inparticular, if after the registration of this Offer Document but before the close of the Invitation, we becomeaware of:

(a) a false or misleading statement or matter in the Offer Document;

(b) an omission from the Offer Document of any information that should have been included in it underSection 243 of the SFA; or

(c) a new circumstance that has arisen since the Offer Document was lodged which would have beenrequired by Section 243 of the SFA to be included in the Offer Document if it had arisen before thisOffer Document was lodged,

that is materially adverse from the point of view of an investor, we may lodge a supplementary orreplacement offer document pursuant to Section 241 of the SFA.

Where applications have been made for the New Shares prior to the lodgement of the supplementary orreplacement offer document, we shall, within seven days from the date of lodgement of thesupplementary or replacement offer document, either:

(a) provide the applicants with a copy of the supplementary or replacement offer document, as thecase may be, and provide the applicants with an option to withdraw their applications; or

(b) treat the applications as withdrawn and cancelled and return all monies paid, without interest orany share of revenue or other benefit arising therefrom, in respect of any application acceptedwithin seven days from the date of lodgement of the supplementary or replacement offer document.

Any applicant who wishes to exercise his option to withdraw his application shall, within 14 days from thedate of lodgement of the supplementary or replacement offer document, notify us whereupon we shall,within seven days from the receipt of such notification, return the application monies without interest orany share of revenue or other benefit arising therefrom and at the applicant’s own risk.

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Where the Authority, the SGX-ST (acting as agent on behalf of the Authority) or other competent authorityissues a stop order (“Stop Order”) which directs that no or no further shares to which this Offer Documentrelates be allotted, and:

(a) in the case where the New Shares have not been issued to the applicants, the applications of theNew Shares pursuant to the Invitation shall be deemed to have been withdrawn and cancelled andour Company shall, within 14 days from the date of the Stop Order, pay to the applicants all moniesthe applicants have paid on account of their applications for the New Shares; or

(b) in the case where the New Shares have been issued to the applicants, the issue of the NewShares pursuant to the Invitation shall be deemed to be void and our Company shall, within 14days from the date of the Stop Order pay to the applicants all monies paid by them for the NewShares.

Such monies paid in respect of your application will be returned to you at your own risk, without interestor any share or revenue or other benefit arising therefrom, and you will not have any claim against us, theSponsor, the Underwriter and the Placement Agent.

This Offer Document has been seen and approved by our Directors and they individually and collectivelyaccept full responsibility for the accuracy of the information given in this Offer Document and confirm,having made all reasonable enquiries, that to the best of their knowledge and belief, the facts stated andthe opinions expressed in this Offer Document are fair and accurate in all material respects as at the dateof this Offer Document and that there are no material facts the omission of which would make anystatements in the Offer Document misleading, and that this Offer Document constitutes full and truedisclosure of all material facts about the Invitation and our Group.

Neither our Company, the Sponsor, the Underwriter and the Placement Agent, nor any other partiesinvolved in the Invitation is making any representation to any person regarding the legality of aninvestment by such person under any investment or other laws or regulations. No information in this OfferDocument should be considered as being business, legal or tax advice regarding an investment in ourShares. 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 containedin this Offer Document in connection with the Invitation and, if given or made, such information orrepresentation must not be relied upon as having been authorised by us, the Sponsor, the Underwriterand the Placement Agent. Neither the delivery of this Offer Document and the Application Forms nor anydocuments relating to the Invitation, nor the Invitation shall, under any circumstances, constitute acontinuing representation or create any suggestion or implication that there has been no change in ouraffairs or in the statements of fact or information contained in this Offer Document since the date of thisOffer Document. Where such changes occur, we may make an announcement of the same to the SGX-ST and will comply with the requirements of the SFA and/or any other requirements of the SGX-ST. Allapplicants should take note of any such announcements and, upon the release of such anannouncement, shall be deemed to have notice of such changes. Save as expressly stated in this OfferDocument, nothing herein is, or may be relied upon as, a promise or representation as to our futureperformance or policies.

This Offer Document has been prepared solely for the purpose of the Invitation and may not be reliedupon by any persons other than the applicants in connection with their application for the New Shares orfor any other purpose.

This Offer Document does not constitute an offer, solicitation or invitation of the New Shares inany jurisdiction in which such offer, solicitation or invitation is unlawful or unauthorised nor doesit constitute an offer, solicitation or invitation to any person to whom it is unlawful to make suchoffer, solicitation or invitation.

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Copies of this Offer Document and the Application Forms may be obtained on request, subject toavailability during office hours, from:

CIMB-GK Securities Pte. Ltd.CIMB-GK Investment Centre

50 Raffles Place#01-01 Singapore Land Tower

Singapore 048623

and members of the Association of Banks in Singapore, members of the SGX-ST and merchant banks inSingapore. A copy of this Offer Document is also available on the SGX-ST website http://www.sgx.com.

The Application List will open immediately upon the registration of the Offer Document by theSGX-ST acting as agent on behalf of the Authority and will remain open until 12.00 noon on 19October 2009 or for such further period or periods as our Directors may, in consultation with theSponsor, the Underwriter and the Placement Agent, in their absolute discretion decide, subject toany limitation under all applicable laws. In the event a supplementary offer document orreplacement 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 supplementaryor replacement offer document.

Details of the procedures for application of the New Shares are set out in Appendix F of this OfferDocument.

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INDICATIVE TIMETABLE FOR LISTING

An indicative timetable is set out below for the reference of applicants:

Indicative date / time Event

19 October 2009 at 12.00 noon Close of Application List

20 October 2009 Balloting of applications or otherwise as may be approved bythe SGX-ST, if necessary (in the event of oversubscriptionfor the Offer Shares)

21 October 2009 at 9.00 a.m. Commence trading on a “ready” basis

26 October 2009 Settlement date for all trades done on a “ready” basis

The above timetable is only indicative as it assumes that the date of closing of the Application List is 19October 2009, the date of admission of our Company to the Catalist is 21 October 2009, the SGX-ST’sshareholding spread requirement will be complied with and the New Shares will be issued and fully paid-up prior to 21 October 2009.

The above timetable and procedures may be subject to such modification as the SGX-ST may, in itsabsolute discretion, decide, including the decision to permit commencement of trading on a “ready” basisand the commencement date of such trading.

In the event of any changes in the closure of the Application List or the time period during which theInvitation is open, we will publicly announce the same:

(a) through an SGXNET announcement to be posted on the internet at the SGX-ST websitehttp://www.sgx.com; and

(b) in a local English language newspaper(s) such as The Straits Times or The Business Times.

We will publicly announce the level of subscription for the New Shares as soon as it is practicable afterthe close of the Application List through the channels described in (a) and (b) above.

Investors should consult the SGX-ST’s announcement of the “ready” trading date on the internet(at the SGX-ST website http://www.sgx.com), or the newspapers or check with their brokers on thedate on which trading on a “ready” basis will commence.

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PLAN OF DISTRIBUTION

The Invitation

The Invitation is for 16,000,000 New Shares offered in Singapore by way of public offer and placementcomprising 500,000 Offer Shares and 15,500,000 Placement Shares managed by CIMB and underwrittenby CIMB-GK.

Prior to the Invitation, there has been no public market for our Shares. The Issue Price is determined byour Company in consultation with the Sponsor, the Underwriter and the Placement Agent, taking intoconsideration, inter alia, the prevailing market conditions and estimated market demand for our Shares.The Issue Price is the same for each New Share and is payable in full on application.

Pursuant to the Management Agreement, we have appointed CIMB and CIMB has agreed to manageand sponsor the Invitation.

Offer Shares

The Offer Shares are made available to the members of the public in Singapore for subscription at theIssue Price. The terms, conditions and procedures for application and acceptance are set out in AppendixF to this Offer Document entitled “Terms, Conditions and Procedures for Application and Acceptance”.

An applicant who has made an application for Offer Shares by way of an Application Form may not makeanother separate application for Offer Shares by way of an Electronic Application and vice versa. Suchseparate applications shall be deemed to be multiple applications and shall be rejected.

Pursuant to the Underwriting and Placement Agreement, CIMB-GK has agreed to underwrite our offer ofthe Offer Shares for a commission of 3.00% of the Issue Price for each Offer Share (“UnderwritingCommission”), payable by our Company pursuant to the Invitation. CIMB-GK may, at is absolutediscretion, appoint one or more sub-underwriters for the Offer Shares.

Brokerage will be paid by our Company to members of the SGX-ST, merchant banks and members of theAssociation of Banks in Singapore in respect of successful applications made on Application Formsbearing their respective stamps, or to Participating Banks in respect of successful applications madethrough Electronic Applications at their respective ATMs or IB websites at the rate of 0.25% of the IssuePrice for each Offer Share or in the case of DBS Bank, 0.50% of the Issue Price for each Offer Share.This brokerage has already been included in the Underwriting Commission stated above. In addition, DBSBank will levy a minimum brokerage fee of S$10,000.

In the event of an under-subscription for the Offer Shares as at the close of the Application List, thatnumber of Offer Shares not subscribed for shall be made available to satisfy excess applications for thePlacement Shares to the extent there is an over-subscription for the Placement Shares as at the close ofthe Application List.

In the event of an over-subscription for the Offer Shares as at the close of the Application List and/or thePlacement Shares are fully subscribed or over-subscribed as at the close of the Application List, thesuccessful applications for the Offer Shares will be determined by ballot or otherwise as determined byour Directors after consultation with the Sponsor and the Placement Agent and approved by the SGX-ST.

Placement Shares

The Placement Shares are made available to members of the public and institutional investors inSingapore.

Application for the Placement Shares may only be made by way of the Application Forms. The terms,conditions and procedures for application and acceptance are set out in Appendix F of this OfferDocument entitled “Terms, Conditions and Procedures for Application and Acceptance”.

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Pursuant to the Underwriting and Placement Agreement, CIMB-GK has agreed to subscribe and/orprocure subscribers for the Placement Shares for a placement commission of 3.00% of the Issue Pricefor each Placement Share, payable by our Company. CIMB may, at its absolute discretion, appoint one ormore sub-placement agents for the Placement Shares.

Subscribers of the Placement Shares may be required to pay a brokerage of up to 1.00% of the IssuePrice to the Placement Agent (and the prevailing GST thereon, if applicable).

The Underwriting and Placement Agreement is conditional upon the Management Agreement not havingbeen terminated or rescinded pursuant to the provisions of the Management Agreement.

In the event of an under-subscription for the Placement Shares as at the close of the Application List, thatnumber of Placement Shares not subscribed for shall be made available to satisfy excess applications forthe Offer Shares to the extent that there is an over-subscription for the Offer Shares as at the close of theApplication List.

Subscription for New Shares

None of our Directors or Substantial Shareholder intends to subscribe for the New Shares in theInvitation.

None of our Independent Directors, members of our management or employees intends to subscribe formore than 5% of the New Shares in the Invitation.

To the best of our knowledge and belief, as at the date of this Offer Document, we are not aware of anyperson who intends to subscribe for more than 5% of the New Shares. However, in assessing the marketdemand for our Shares, there may be persons who may indicate an interest to subscribe for Sharesamounting to more than 5% of the New Shares. If such person(s) were to make an application for Sharesamounting to more than 5% of the New Shares and are subsequently allotted such number of Shares, wewill make the necessary announcements at an appropriate time. The final allotment of Shares will bemade in accordance with the shareholding spread and distribution guidelines as set out in the ListingManual.

No Shares shall be allotted on the basis of this Offer Document later than six months after the date ofregistration of this Offer Document.

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OFFER DOCUMENT SUMMARY

The following summary highlights certain information found in greater detail elsewhere in this OfferDocument. Terms defined elsewhere in this Offer Document have the same meaning when used herein.In addition to this summary, we urge you to read the entire Offer Document carefully, especially thesection entitled “Risk Factors” of this Offer Document, before deciding to invest in our Shares.

OVERVIEW OF OUR GROUP

Our Business

We are one of the leading providers of integrated solutions of a wide range of marine communication,navigation and automation systems based in Singapore. Our core business activities include (a) thedesign, supply, integration, installation, testing and commissioning of marine communication, navigationand automation systems and (b) the provision of maintenance and support services for these systems. Aswe steer towards being a one-stop provider of integrated solutions, we also provide our customers withsatellite airtime services.

Please refer to the section entitled “General Information on Our Group – Business Overview” of this OfferDocument for further details.

Our Financial Results and Financial Position

Our financial performance for FY2007, FY2008 and FY2009 and our financial position as at 31 March2009 are summarised below. Please refer to the section entitled “Management’s Discussion and Analysisof Financial Position and Results of Operations” of this Offer Document and the Independent Auditors’Report as set out in Appendix A of this Offer Document for further details.

Operating Results of our Group

FY2007 FY2008 FY2009(Audited) (Audited) (Audited)(S$’000) (S$’000) (S$’000)

Revenue 40,683 58,722 70,880

Gross profit 9,395 14,533 17,668

Profit before income tax 1,911 4,127 7,766

Profit after income tax attributable to equity holders of our Company 1,601 3,332 6,392

EPS attributable to equity holders of our Company (cents)(1) 1.78 3.70 7.10

Note:

(1) For comparative purposes, EPS for the period under review has been computed based on the profit after income taxattributable to equity holders of our Company for the relevant year and the pre-Invitation share capital of 90,000,000 Shares.

Financial Position of our Group

As at 31 March 2009(Audited)(S$’000)

Current assets 34,556

Non-current assets 1,610

Current liabilities 21,177

Non-current liabilities 134

Total equity 14,855

NTA per Share (cents)(1) 16.51

Note:

(1) Our Company does not have any intangible assets as at 31 March 2009. Accordingly, the NTA per Share as at 31 March2009 has been computed based on the equity attributable to equity holders of our Company as at 31 March 2009 and thepre-Invitation share capital of 90,000,000 Shares.

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Our Competitive Strengths

We believe our competitive strengths are as follows:

�� We provide integrated solutions for a comprehensive range of marine communication,navigation and automation systems

We provide “integrated one-stop shop” solutions for our customers’ communication, navigation andmarine automation needs. With our extensive experience in system design and implementation, weare well-equipped to undertake any project from the initial stage of consultancy, system design toimplementing, testing and commissioning the solution according to our customers’ specification. Inaddition, we are able to provide reliable maintenance and after-sales support services for theproducts we supply.

We have also established partnerships with internationally renowned manufacturers such asRaytheon Anschütz, Thrane & Thrane, Seatel, Navico, Federal Signal, Samyung and Koden, whichallow us to offer best-of-breed solutions to our customers.

�� We have strong technical expertise and ability to design and implement comprehensivesolutions

Our skilled and qualified engineering and technical personnel enable us to provide customised andtimely solutions to satisfy our customers’ requirements. Our engineering and technical personnelhave also been trained to provide different communication, navigation and marine automationsolutions by our respective suppliers. As at the Latest Practicable Date, our Group has 98engineering and technical personnel.

�� We have an experienced and committed management team

Our Group is led by a strong, dedicated and experienced management team, spearheaded by ourfounder and Executive Chairman, Foo Chew Tuck. Both Foo Chew Tuck and our CEO, Tan LianHuat, have over 30 years of experience in the marine electronics industry each and have been withour Group for over 25 years each. They have been instrumental in the growth of our Group. FooChew Tuck generally develops our growth strategies while Tan Lian Huat generally oversees theimplementation of such strategies as well as our entry into new markets overseas. The in-depthknowledge, business experience and networking resources of our Executive Directors are valuableassets of our Group which are essential to our continued growth.

�� We have good relationships with our suppliers and have a wide base of customers

We have established long-standing relationships with many of our suppliers over the years, manyof whom are the leading manufacturers in their respective fields of marine electronics.

Over the years, we have developed good working relationships with our customers as we gainedtheir confidence and trust through the provision of timely, reliable and quality services atcompetitive prices. Due to our established relationships with our customers, we receive repeatbusiness and referrals from them. In FY2009, we have over 1,000 customers whom we haverecorded sales with.

Our repeat customers represent more than 80% of our total revenue in FY2009. Our customersover the years include international shipping companies, shipyards, rig builders to cruise liners,ship managers, leisure and fishing boat owners and governmental agencies.

�� We have regional presence and have the capability to deploy globally

We have established our presence overseas through an associated company in Thailand andsubsidiaries in Malaysia, Indonesia and the PRC. With such regional presence, we are able toprovide our regional customers with reliable and timely technical support. At the same time, we arebetter positioned to understand the demands for our products and services in the respective localmarkets.

We have also been able to successfully deploy our capabilities and expertise to service customerslocally and internationally.

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Please refer to the section entitled “General Information on Our Group – Competitive Strengths” of thisOffer Document for further details.

Our Business Strategies and Future Plans

Our business strategies and future plans are as follows:

�� To explore investments and/or joint ventures

We may consider investing in other companies with businesses similar or complementary to ourGroup’s business, and/or joint ventures with suitable parties as and when the opportunities arise.Our criteria for evaluation will include factors such as the creation of synergy, possible sharing oftechnical resources, reduction of operational and distribution costs, and higher market penetration.

Our Directors believe that for our overseas ventures, forming joint ventures with business partnerswith local knowledge or local contacts is a prudent and cost effective strategy of penetrating theoverseas market.

�� To expand our geographical network

As shipping is a global business, we plan to create an international network to provide bettercustomer support for our overseas customers. Our expansion strategy is through setting up newoffices in some of the region’s busiest ports, especially in the PRC, and other shipbuilding hubs.

�� To extend our business reach and expand our product offerings

As part of our strategy of offering better services and greater product availability to our customers,we intend to expand our product offerings. We will continue to identify and source for new suppliersto complement our existing range of products. To this end, we intend to procure new licensing ordistributorship arrangements from other suppliers.

We also intend to diversify our existing business portfolio to include the provision of integratedsolutions for land and aviation communication. We are currently evaluating the feasibility ofexpanding into such markets.

Please refer to section entitled “General Information on Our Group – Business Strategies and FuturePlans” of this Offer Document for further details.

Where you can find us

Our principal and registered office is located at 194 Pandan Loop #06-05 Pantech Business Hub,Singapore 128383. Our telephone number is (65) 6872 0211 and our facsimile number is (65) 68721800. Our website address is www.jason.com.sg. Information contained in our website does notconstitute part of this Offer Document.

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THE INVITATION

Issue size : Invitation in respect of 16,000,000 New Shares, comprising500,000 Offer Shares and 15,500,000 Placement Shares.

The New Shares, upon issue and allotment, will rank pari passu inall respects with the existing issued Shares.

Issue Price : S$0.21 for each New Share, payable in full on application.

The Offer : The Offer comprises an invitation by our Company to the public inSingapore to subscribe for the 500,000 Offer Shares at the IssuePrice, subject to and on the terms and conditions of this OfferDocument.

In the event of an under-subscription for the Offer Shares, thatnumber of Offer Shares not subscribed for shall be used to satisfyexcess applications for the Placement Shares to the extent thatthere is an over-subscription for the Placement Shares as at theclose of the Application List.

The Placement : The Placement comprises a placement of 15,500,000 PlacementShares at the Issue Price, subject to and on the terms andconditions of this Offer Document.

In the event of an under-subscription for the Placement Shares,that number of Placement Shares not subscribed for shall be usedto satisfy excess applications for the Offer Shares to the extent thatthere is an over-subscription for the Offer Shares as at the close ofthe Application List.

Purpose of the Invitation : The purpose of the Invitation is to secure the admission of ourCompany to the Catalist. Our Directors believe that the listing ofour Company and the quotation of our Shares on the Catalist willenhance the public image of our Group locally and overseas andenable us to tap the capital markets for the expansion of ouroperations. The Invitation will also provide members of the publicwith an opportunity to participate in the equity of our Company.

Listing status : Prior to the Invitation, there has been no public market for ourShares. Our Shares will be quoted on the Catalist, subject to theadmission of our Company to the Catalist and permission fordealing in, and for quotation of, our Shares being granted by theSGX-ST.

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EXCHANGE RATES

Our combined financial statements are expressed in S$.

Our sales, purchases and operating costs are denominated mainly in S$, US$ and Euro.

The table below sets forth the highest and lowest exchange rates between (a) US$ and S$; and (b) Euroand S$, for each month during the previous six months prior to the Latest Practicable Date. The exchangerates indicate how many US$ can be bought with a S$ and how many Euro can be bought with a S$.

US$ / S$1 Euro / S$1High Low High Low

March 2009 0.665 0.642 0.516 0.483

April 2009 0.679 0.656 0.514 0.490

May 2009 0.694 0.674 0.513 0.489

June 2009 0.698 0.683 0.498 0.485

July 2009 0.696 0.681 0.494 0.486

August 2009 0.699 0.688 0.491 0.482

The following table sets forth, for each of the financial years indicated, the average and closing exchangerates between (a) US$ and S$; and (b) Euro and S$. The average exchange rates are calculated by usingthe average of the closing exchange rates on the last day of each month during each financial year.Where applicable, the exchange rates in this table are used for the translation of our Company’s financialaccounts disclosed elsewhere in this Offer Document.

US$ / S$1 Euro / S$1Average Closing Average Closing

FY2007 0.642 0.659 0.496 0.494

FY2008 0.682 0.727 0.477 0.460

FY2009 0.695 0.657 0.494 0.496

The exchange rates between (a) US$ and S$; and (b) Euro and S$ as at the Latest Practicable Date areas follows:

US$ / S$1 : 0.703

Euro / S$1 : 0.483

The exchange rates quoted above have been calculated with reference to exchange rates extracted fromBloomberg L.P1. The exchange rates between (a) US$ and S$; and (b) Euro and S$, as outlined in thetables above have been presented solely for information only. The tables and figures above should not beconstrued as representations that S$ could have been, could be or would be, converted or convertibleinto US$ and Euro, as the case may be, at any particular rate, the rate stated above, or at all.

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1 Bloomberg L.P. has not consented to the inclusion of the above information and is thereby not liable for the above informationunder Sections 253 and 254 of the SFA. Whilst we have taken reasonable action to ensure that the above information isreproduced in its proper form and context, and that the information is extracted fairly and accurately, we have not conductedan independent review of the information obtained from Bloomberg L.P. and have not verified the accuracy of the information.

RISK FACTORS

Prospective investors should consider carefully and evaluate the following risk factors and all otherinformation contained in this Offer Document, before deciding to invest in our Shares. You should alsonote that certain of the statements set forth below constitute “forward-looking statements” that involverisks and uncertainties.

If any of the following risk factors and uncertainties develops into actual events, our business, financialcondition or results of operations or cash flows or prospects may be adversely affected. In suchcircumstances, the trading price of our Shares could decline and investors may lose all or part of theirinvestment in our Shares. To the best of our Directors’ belief and knowledge, all the risk factors that arematerial to investors in making an informed judgement on our Group have been set out below. Pleasealso refer to the section entitled “General Information on Our Group – Trend Information” of this OfferDocument.

RISKS RELATING TO OUR BUSINESS AND INDUSTRY

The current economic downturn could have an adverse effect on the demand for our products andservices

In view of the recent global economic downturn, our Directors note that our Group may register adecrease in demand for our products and services in FY2010. This decrease in demand would beexpected to occur during the period of economic downturn, which would also be characterised by factorssuch as market uncertainties and a decline in consumer confidence.

In particular, our Directors envisage that if the economic downturn (whether global or local) is prolongedin nature, businesses may reduce expenditure and cost by, for example, postponing or cancelling thecommissioning of new projects. Such events may have a material adverse impact on our business,resulting in our Group’s operating results and financial performance as a whole being significantly lowerin FY2010 than that of FY2009.

We are dependent on our customers who operate in the marine and offshore oil & gas industries

Our customers comprise mainly companies operating in the marine and offshore oil & gas industries.

The marine and offshore oil & gas industries are cyclical in nature and are influenced by global andregional economic conditions. Any downturn in global economic conditions such as those brought on bythe sub-prime crisis in 2008 may affect international business conditions and trade, which may have anegative effect on the volume of shipping, shipbuilding, ship repair and rig building activities.

Such developments may lead to a decrease in the demand for our equipment and services as a result ofthe postponement or cancellation of the installation of equipment and/or the execution of servicing andmaintenance work. Hence, an occurrence of such unfavourable economic conditions may have a negativeimpact on the industries that our customers operate in and therefore materially and adversely affect ourbusiness, financial performance and financial condition.

For information on risks arising from our dependency on our major customers and credit risks of ourcustomers, please refer to the sections entitled “Risk Factors – We are dependent on our majorcustomers” and “Risk Factors – We are exposed to the credit risks of our customers” of this OfferDocument.

We are dependent on our major suppliers

We are dependent on our major suppliers, Raytheon Anschütz, Thrane & Thrane, Navico LogisticsEurope BV/Navico, Jotron and Seatel from which we purchase our equipment and spare parts and whichcollectively accounted for approximately 61.0%, 60.2% and 62.4% of our total purchases in FY2007,FY2008 and FY2009 respectively. There is no assurance that we will be able to continue sourcing suchproducts from our suppliers at prices that are acceptable to us or at all. In the event that our suppliersterminate the supply of their products to us, we may not be able to seek alternative sources in a timelymanner and/or at reasonable prices. This will cause our work to be delayed, thereby affecting delivery toour customers. In addition, we may face an increase in the cost of supply should we switch to newsuppliers.

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Our business is reliant on our suppliers’ product range, manufacturing capabilities, market reputation,technology and research and development capabilities. Apart from sourcing for suppliers, we also gaintechnical competency and product knowledge through product training and information manuals providedby our suppliers for the installation of their products.

Our agreements with these suppliers are mostly non-exclusive. Our suppliers may appoint more than onereseller or business partner in the countries we operate. In the event that additional resellers or businesspartners of these suppliers are appointed in the countries we operate, we may face significantcompetition such that our business and financial performance may be materially and adversely affected.

In addition, our agreements with our suppliers are subject to renewal. Currently, most of our agreementswith our suppliers are for a term of one year. In the event that we are unable to renew our agreementswith our suppliers on the expiry or in the event of termination of these agreements for any reasons, ourbusiness and financial performance will be materially and adversely affected.

Further, our business is subject to fluctuations in the prices of products procured from our suppliers. Inthe event that any of our major suppliers raises the prices of the products they supply to us, and we arenot able to pass on such increase in the prices to our customers, our financial performance will bematerially and adversely affected.

We are dependent on our major customers

We currently have established relationships with our customers. A substantial portion of our revenue isderived from project-based assignments with our customers. There is no assurance that our majorcustomers will continue to engage us or that we will continue to sustain the general level of revenues thatwe have been securing from them periodically. In the event that any of our major customers ceases tohave business dealings with us or materially reduces the level and/or frequency of jobs that they engageus for, our business and financial performance may be materially and adversely affected.

For information on risks arising from our customers who operate in the marine and offshore oil & gasindustries, and risks arising from exposure to credit risks of our customers, please refer to the sectionsentitled “Risk Factors – We are dependent on our customers who operate in the marine and offshore oil &gas industries” and “Risk Factors – We are exposed to the credit risks of our customers” of this OfferDocument.

We are dependent on key management personnel

Our Executive Chairman, Foo Chew Tuck and our CEO, Tan Lian Huat, have contributed significantly tothe development and growth of our Group. The continued growth and success of our Group is alsoattributable to the contributions and experience of our Executive Officers and skilled engineering andtechnical personnel, who possess valuable experience and knowledge of our business and industry andhave a good understanding of our customers’ needs and requirements, as well as our ability toconsistently replenish our human resources by recruiting, training and retaining qualified employees fortechnical, managerial or other important positions.

As our industry is highly dependent on skilled labour, the competition to employ such qualified personnelis intense, and there is no guarantee that we will be able to attract and retain our key managementpersonnel. The loss of our key management or engineering and technical personnel without suitableand/or timely replacements and an inability to attract or retain qualified personnel could have an adverseeffect on our operations and competitiveness.

We are subject to product liability actions and other claims for which we may not be adequatelyinsured

We currently do not maintain any product liability insurance. We may be liable for claims from ourcustomers and/or their end users if our marine communication, navigation and automation systems orproducts are found to be unfit for their intended purposes. In such event, we may be able to make aclaim(s) against the supplier(s) of the relevant product(s). Nevertheless, in the event we are made liablefor such claims, our business, financial performance and financial condition may be materially andadversely affected.

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Due to the nature of our operations, we are also subject to the risks of our employees or third partiesbeing involved in accidents at our premises, or our customers’ premises. Accidents resulting in disruptionsto our business operations will have a material adverse impact on our corporate image and financialperformance. In the event of accidents which are not covered by our insurance or workmen’scompensation policies taken by our Group, or if claims arising from such accidents are in excess of ourinsurance coverage and/or any of our insurance claims is contested by the insurance companies, we willbe required to pay such compensation and the financial performance of our Group may be materially andadversely affected. In addition, the payment by our insurers on such insurance claims may result inincreases in our insurance premiums. This may also have an adverse effect on the financial performanceof our Group.

Our business, financial performance and financial position may also be affected if we have to spend asignificant amount of resources in legal costs in the event of legal proceedings, even if we are not foundto be liable for any claims as a result of such proceedings. In addition, our reputation may sufferirreversible damage as a result of such proceedings.

Although no material claims were instituted against us in the past, we cannot assure you that such claimswill not be made against us in the future.

For information on risks arising as a result of our level of insurance coverage, please refer to the sectionentitled “Risk Factors – We may not have sufficient insurance coverage” of this Offer Document.

We face risks associated with project management and may be liable for liquidated damages

We are required to conform with technical specifications, operation procedures and time schedules for thesatisfactory completion of any project contracted to us. The agreement between our customer and uswould normally include a provision for the payment of liquidated damages by us in the event we areunable to complete the projects in accordance with the terms of the contract. Unforeseeablecircumstances could disrupt or delay the completion of the projects that we undertake from time to time.Such disruption or delay will result in cost overruns and higher operating costs which may materially andadversely affect our profitability. If we are the cause of the delay in the completion of our projects, we willbe liable for liquidated damages which may materially and adversely affect our reputation, operations orfinancial performance. In addition, our failure to complete projects according to customer specificationsmay also lead to claims of liquidated damages against us which would affect our financial performance.

Our business is affected by technological changes

The marine electronic industry is characterised by changing market trends, changing user preferences,evolving industry standards and the introduction of new technologies. The development andcommercialisation of new products and services can render existing ones obsolete or unmarketable.

Our business success depends on our ability to identify the prevailing market trends and demands and tosource for equipment that reflect our customers’ preferences. If we fail to keep abreast of developments inour industry, our products and technical know-how may become obsolete and our business will bematerially and adversely affected.

We may face uncertainties associated with the expansion of our business

We have, in the past, conducted our overseas business through partnerships with agents andrepresentative offices, such as JE Elektronik in Malaysia, PT Jason Indo Jayatama in Indonesia andJason China in the PRC. In order for us to exercise better control over these overseas operations, wehave established our own subsidiaries and associated company and invested directly in these countries.

In order to grow our business further, we intend to expand our operations organically or exploreinvestment and/or joint venture opportunities in businesses that are complementary to our businessesboth domestically or overseas.

Organic expansion involves numerous risks, including but not limited to the financial costs of setting upoperations, investment in equipment, and working capital requirements. There can be no assurance thatour newly established operations will achieve a sufficient level of revenue which will cover our operationalcosts and if we fail to manage such costs, our profitability and financial position may be materially andadversely affected.

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Participation in investments and/or joint ventures similarly involves numerous risks, including but notlimited to difficulties in the assimilation of the management, operations, services, products and personneland the possible diversion of management attention from other business concerns. The successfulimplementation of such growth strategies depends on our ability to identify suitable partners and thesuccessful integration of their operations with ours. There can be no assurance that we will be able toexecute such growth strategies successfully and as such, the performance of any investments and/or jointventures could fall short of expectations.

For information on other types of risks arising from our overseas operations, please refer to the sectionsentitled “Risk Factors – We operate in business environments that may be affected by political instability”and “Risk Factors – Risks relating to our overseas operations” of this Offer Document.

We may be affected by competition from existing industry players and new entrants

Our industry is competitive with the presence of numerous marine electronic equipment suppliers. In theevent that our existing or potential competitors offer cheaper alternatives to our products or services, orengage in aggressive pricing in order to increase market share and are successful in doing so, ourbusiness and results of operations may be materially and adversely affected. This will have a materialadverse effect on our financial performance.

Our competitiveness depends on various factors such as the range of products and services, quality andvalue-added services, pricing and geographical presence. In addition, the barriers to entry for ourbusiness are relatively low. Hence, we face significant competition in each of the markets we operate in.In the event that we are unable to compete successfully against our competitors in these areas, ourfinancial performance will be materially and adversely affected.

We require various licences and permits to operate our business

We are required to and have obtained the necessary licences and permits in the countries in which weoperate.

The licences and permits are generally subject to conditions stipulated in the licences and permits and/orrelevant laws or regulations under which such licences and permits are issued. Failure to comply withsuch conditions could result in the revocation or non-renewal of the relevant licence or permit. As such,we have to constantly monitor and ensure our compliance with such conditions. Should there be anyfailure to comply with such conditions resulting in the revocation of any of the licences and permits, wewill not be able to carry out our operations in the relevant country. In such an event, our operations andfinancial performance will be materially and adversely affected.

We may be affected by increases in rental or the failure to procure the renewal of our existingleases on favourable terms or procure new leases at good locations

We lease all our premises for our business operations, some of which are leased from our interestedpersons. Please refer to the section entitled “Interested Person Transactions” of this Offer Document forfurther details. The tenure of most of our existing leases is for periods not exceeding three years. Wegenerally commence negotiations of new leases about three months prior to the expiry of the leases.During the negotiation process, the landlords have the right to review and change the terms andconditions of the leases. In this regard, we face the possibility of an increase in the rental prices by thelandlords or we may not renew the lease on terms and conditions favourable to us or at all. The non-renewal of the leases, or renewal upon less favourable terms, or early termination of the leases may forceus to relocate the affected operations. Any increase in rental rate will increase our operating expenses. Inaddition, relocation of our operations will cause disruptions to our normal business operations and wemay have to incur additional expenses. Further, our regular customers may not be able to find us at ournew premises, and this could have an adverse impact on our business and profitability.

We are exposed to the credit risks of our customers

We may grant credit terms to our customers, and are therefore exposed to payment delays (which maybe due to their internal payment policies) and/or default by our customers. For FY2007, FY2008 andFY2009, our gross trade receivables turnover days for third party customers were 70 days, 82 days and84 days respectively. There is no assurance that we will be able to collect such debts on time or at all. Ifour customers experience cash flow difficulties or a decline in their business performance, they may

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default in their payments to us. Further, during economic downturns, our customers may be materiallyand adversely affected financially and the possibility of defaults in payment will be greater. As a result, wemay experience payment delays or in more severe cases, non-recovery of debts from our customers. Wewould then have to make provisions for doubtful debts or incur debt write-offs, which will have an adverseimpact on our profitability. Please refer to the section entitled “General Information on Our Group – CreditPolicy” of this Offer Document for details of our credit management.

For information on risks arising from our customers who operate in the marine and offshore oil & gasindustries, and risks arising from our dependency on our major customers, please refer to the sectionsentitled “Risk Factors – We are dependent on our customers who operate in the marine and offshore oil &gas industries” and “Risk Factors – We are dependent on our major customers” of this Offer Document.

We may not have sufficient insurance coverage

We have insurance against claims arising from fire, burglary, damage to machinery, accidental bodilyinjury, death and business travel that occur in connection with our business and operations. However, inthe event that the claims exceed the insurance coverage of the insurance policies which we have taken,we may be liable for the shortfall between the amounts claimed and the amounts insured. Save for FooChew Tuck, we do not carry “key man” life insurance on any of our other personnel. We are also notinsured against business interruption. If such events were to occur, our business, financial performanceand financial position may be materially and adversely affected. Please refer to the section entitled“General Information on Our Group – Insurance” of this Offer Document for more details.

For information on risks arising from product liability actions and other claims for which we may not beadequately insured, please refer to the sections entitled “Risk Factors – We are subject to product liabilityactions and other claims for which we may not be adequately insured” of this Offer Document.

We operate in business environments that may be affected by political instability

Some of the countries in which we operate have historically been affected by political upheavals, internalstrife, civil commotions and terrorist attacks. These events may recur, and any recurrence of thesepolitical and social conditions in countries we currently operate in will affect our ability to provide ourservices. Mandatory government action or restrictions, foreign exchange controls, investment restrictions,national procurement policies which favour indigenous companies, or such other government actions, willaffect our ability to provide our services to our customers and may also affect the ability of our customersin meeting their payment obligations to us. If such risks materialise, our profitability will be materially andadversely affected.

For information on other types of risks arising from our overseas operations, please refer to the sectionsentitled “Risk Factors – We may face uncertainties associated with the expansion of our business” and“Risk Factors – Risks relating to our overseas operations” of this Offer Document.

We may require additional funding for our future growth

Although we have identified our future growth plans as set out in the section entitled “General Informationon Our Group – Business Strategies and Future Plans” of this Offer Document, the issue proceeds fromthis Invitation will not be sufficient to fully cover the estimated costs of implementing all these plans. Wemay also find future opportunities to grow through acquisitions which we have yet to identify at thisjuncture. Under such circumstances, we may need to obtain debt or equity financing to implement thesegrowth opportunities.

Additional equity and/or debt financing may result in dilution to our Shareholders. If such financing doesnot generate a commensurate increase in earnings, our EPS will be diluted, and this could lead to adecline in our Share price.

Additional debt financing may, apart from increasing interest expense and gearing, result in all or any ofthe following:

� limit our ability to pay dividends;

� increase our vulnerability to general adverse economic and industry conditions;

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� require us to dedicate a substantial portion of our cash flows from operations to payments on ourdebt, thereby reducing the availability of our cash flows to fund capital expenditure, working capitaland other requirements; and/or

� limit our flexibility in planning for, or reacting to, changes in our business and our industry.

We are unable to assure you that we will be able to obtain the additional equity and/or debt financing onterms that are acceptable to us or at all. Any inability to secure additional equity and/or debt financingmay materially and adversely affect our business, implementation of our business strategies and futureplans and results of operations. In addition, with the recent financial meltdown in the United States whichhas resulted in contracted liquidity in the global and local credit markets, we may encounter difficulties inobtaining such additional funding and even if such additional funding is obtained, they may be obtainedon terms that are less favourable to us.

Our business will be affected by any adverse impact on our reputation and established goodwill

Over the years we have established our reputation in the marine and offshore oil & gas industries as aleading provider of integrated solutions. We believe that we have built significant goodwill in our namewhich is widely recognised in our industry and has enabled us to gain customer loyalty. Hence, if thereare any major defects in our products, lapses in our services or adverse publicity on our Group due tocircumstances beyond our control, our reputation will be materially and adversely affected and ourcustomers may lose confidence in our products and services. This will materially and adversely affect ourbusiness, and hence our financial performance.

We may face foreign exchange transaction and translation risks

Our revenue is denominated principally in S$ and to a lesser extent in US$ while our expenses aredenominated mainly in US$ and Euro.

To the extent that our revenue and costs are not sufficiently matched in the same currency and that thereare time gaps between invoicing and receipt of payment, we will be exposed to fluctuations of the variouscurrencies against the S$. Accordingly, any significant foreign currency fluctuations may have an impacton our financial performance. We may suffer foreign exchange losses if there is a weakening of the US$against S$ (if our revenue denominated in US$ is higher than our expenses denominated in US$) or if theUS$ or the Euro strengthens against S$, and this will have an adverse impact on our financialperformance.

In addition, as our reporting currency is in S$, the financial statements of certain of our foreignsubsidiaries will need to be translated to S$ for consolidation purposes. As such, any material fluctuationsin foreign exchange rates will result in translation gains or losses on consolidation. Any such translationgains or losses will be recorded as translation reserves or deficits as part of our Shareholders’ equity.

Currently, we do not have a formal foreign currency hedging policy with respect to our foreign exchangeexposure. Our management believes that it is more efficient for us to assess such transaction individuallyon the need to hedge our foreign exchange exposure in the future and will consider hedging any materialforeign exchange exposure should the need arise. Please refer to the section entitled “Management’sDiscussion and Analysis of Financial Position and Results of Operations - Foreign ExchangeManagement” of this Offer Document for further details.

We were subject to Workplace Safety and Health (Registration of Factories) Regulations 2006(“2006 WSH Factories Regulations”)

Prior to the enactment of Workplace Safety and Health (Registration of Factories) Regulations 2008which came into operation on 1 November 2008 repealing the 2006 WSH Factories Regulations, we wererequired to obtain a factory permit under the 2006 WSH Factories Regulations.

We had only obtained a factory permit for our premises which are used as factories at units #04-04, #05-03, #06-04 and #06-06, Pantech Business Hub, 194 Pandan Loop, Singapore 128383 in 2008.Notwithstanding the issuance of the factory permit, we may still be subject, on conviction, to fines notexceeding S$5,000 or imprisonment or both for the period prior to the issuance of the factory permitunder the 2006 WSH Factories Regulations.

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The recurrence and spread of the Severe Acute Respiratory Syndrome (“SARS”), Avian Influenza(“Bird Flu”), Influenza A (H1N1) or other communicable diseases may have an adverse impact onour business

The recurrence and spread of SARS, Bird Flu, Influenza A (H1N1) or other communicable diseases mayaffect our operations as well as the operations of our suppliers. In the event that any of the employees inour premises or facilities, or those of our suppliers, is affected with SARS, Bird Flu, Influenza A (H1N1) orother communicable diseases, we or our suppliers may be required to temporarily shut down our or oursuppliers’ premises and facilities to prevent the spread of the diseases. This will have a negative impacton our business.

RISKS RELATING TO OUR OVERSEAS OPERATIONS

General Risks

We may face general risks associated with doing business outside Singapore

There are risks which are inherent in doing business overseas, such as unexpected changes inregulatory requirements, difficulties in staffing and managing foreign operations, social and politicalinstability, fluctuations in currency exchange rates, potentially adverse tax consequences, legaluncertainty regarding liability, tariffs and other trade barriers, variable and unexpected changes in locallaw and barriers to the repatriation of capital or profits, any of which could materially affect our overseasoperations and consequently our business, results of operations and financial condition.

Currently, we have subsidiaries in Malaysia, Indonesia and the PRC and an associated company inThailand. We also supply our products to customers in Indonesia, Philippines, Vietnam and the MiddleEast. Our business and future growth in these countries are dependent on the economic, political,regulatory and social conditions in these countries. Any changes in policies implemented by thegovernments in these countries, currency and interest rate fluctuations, capital restrictions and changesin duties and tax that are detrimental to our business could materially and adversely affect our operations,financial performance and future growth in these countries.

For information on other types of risks arising from our overseas operations, please refer to the sectionsentitled “Risk Factors – We may face uncertainties associated with the expansion of our business” and“Risk Factors – We operate in business environments that may be affected by political instability” of thisOffer Document.

RISKS RELATING TO OUR OPERATIONS IN THAILAND

We are subject to regulations on foreign share ownership in Thailand

Restrictions on foreign share ownership exist under various laws and regulations. In particular, FBA,which regulates the types of businesses a foreigner can undertake restricts foreign ownership in a Thai-incorporated company at different levels according to the type of business being undertaken, whichincludes marine equipment supply business. Such restrictions however do not apply to companies whichare majority held by Thai nationals, or by companies which are incorporated in Thailand and arethemselves majority Thai-owned. A company which is not majority held by Thai nationals will bedesignated a “foreigner” under the FBA.

Accordingly, until and unless the Thai government liberalises its foreign ownership policy, we will neverhave a majority control over Jason Thailand, our associated company in Thailand. Further, in the eventthat the Thai government imposes additional restriction over foreign ownership in a Thai-incorporatedcompany, we may have to dilute or divest our equity interest in Jason Thailand. Consequently, in such anevent, the future revenue and profit contributions from Jason Thailand to our Group may be affected.

We are subject to foreign exchange regulations in Thailand

Thailand’s exchange controls are established by the Exchange Control Act B.E. 2485, (A.D. 1942) ofThailand and foreign exchange transactions are overseen by the Bank of Thailand.

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Any inflow of foreign currencies (which include foreign capital and loans) can be transferred or broughtinto Thailand without any restriction. However, within 360 days of the receipt of such foreign currencies,the currencies must be sold to a bank or an authorised financial institution or deposited in a foreigncurrency account with a bank or an authorised financial institution.

Commercial banks established in Thailand designated by the Bank of Thailand as its “Authorised Agents”handle and authorise outward remittances of currencies. Currency transactions that fall within prescribedcategories of transactions, such as outward remittances of foreign currencies for the purpose of (a)making overseas investments or loans extended to (i) overseas affiliated business establishments inexcess of US$100,000,000 per year or (ii) overseas companies which hold not less than 10% of theequity interest of the Thai companies or affiliated business entities of such overseas companies in anaggregate amount exceeding US$100,000,000 per year or (b) buying property overseas in excess ofUS$5,000,000, are required to be approved by the Bank of Thailand before the remittances can takeplace. Individual and corporate investors can invest in securities abroad through private funds orsecurities companies set up in Thailand. However, such investment would be subject to the Thailand’sSecurities and Exchange Commission’s guidelines and approval from the Bank of Thailand.

As we expand our operations into Thailand, we may in the ordinary course of business be required tomake outward remittances of currency, which would be subject to the approval of the relevant authority. Inthe event that such approval is not obtained or if the remittance does not fall within one of the prescribedcategory of transactions, the business and financial condition of Jason Thailand and consequently, ourGroup may be materially and adversely affected.

RISKS RELATING TO OUR OPERATIONS IN MALAYSIA

We are subject to the Guidelines on Foreign Participation in the Distributive Trade and ServicesMalaysia (the “CDT Guidelines”)

There is a set of guidelines issued for the distributive trade, including retail and wholesale trade, inMalaysia which affects Jason Elektronik, our subsidiary in Malaysia. Pursuant to the CDT Guidelines, allproposals for foreign involvement in distributive trade in Malaysia must obtain the approval of theCommittee on Distributive Trade, Ministry of Domestic Trade and Consumer Affairs (“MDTCA”).

The CDT Guidelines require companies engaging in distributive trade in Malaysia with foreignshareholders to have at least 30% of its equity held by bumiputeras. Further, such companies must haveat least RM1,000,000 of paid-up capital and reserves for each outlet.

The CDT Guidelines do not have the force of law. However, non-compliance of this guideline may causeoperational difficulties in obtaining work permits and other necessary permits from local authorities, wherethese are needed. In the event that the CDT Guidelines are strictly enforced, our operations in Malaysiamay be materially and adversely affected.

We have not applied to MDTCA as the Malaysian government has publicly announced on-going review ofpolicies affecting foreign investments. We may do this at an appropriate time and if there are equityconditions or minimum share capital requirements imposed by the CDT Guidelines, we may have to diluteor divest our equity interest or increase our investment in Jason Elektronik.

We are subject to foreign exchange controls in Malaysia

Malaysia has liberalised much of its foreign exchange rules with the notable exception being thecontinuing prohibition on the use of the RM in international trade. The RM is still not freely convertible intoforeign currencies outside Malaysia.

Companies in Malaysia, including non-resident controlled companies, are freely permitted to repatriatecapital, profits, dividends, rental, fees and interest arising from investments in Malaysia. The repatriationmust however be made in a foreign currency other than that of the currency of Israel.

If the Malaysian government were to change or otherwise tighten exchange control regulations inMalaysia, these new rules may materially and adversely affect our future operations in Malaysia includingour ability to repatriate profits from our Malaysian subsidiary.

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RISKS RELATING TO OUR OPERATIONS IN INDONESIA

We are exposed to risks associated with foreign exchange controls

Currently, remittances flowing out of Indonesia require the provision of a notice, or approval of BankIndonesia. While our operations in Indonesia are not currently affected by foreign exchange controls in amaterial manner, in the event that the Indonesian government tightens or otherwise materially andadversely changes the foreign exchange rules/policies, our operations would be affected in that our abilityto convert the relevant currencies when we are required to make payments or the ability of ourIndonesian subsidiary to repatriate dividends and profits may be impeded. As a result, our cash flows andcorrespondingly the financial results of our Group may be materially and adversely affected.

Our costs may increase if our employees are unionised

Currently, the employees of our Indonesian subsidiary, PT Jason, are not members of any labour unions.As PT Jason grows, the number of employees and staff will increase. If these employees form a labourunion or join an established labour union, it could increase our employee costs, including costs of salariesand benefits, which may lead to disruptions in our operations in Indonesia. These factors could have amaterial adverse effect on our subsidiary’s financial condition and results of operations.

RISKS RELATING TO OUR OPERATIONS IN THE PRC

Foreign exchange control in the PRC may affect the repatriation of funds from our PRC subsidiarycompany

Our subsidiary company in the PRC, Jason Shanghai, is subject to the rules and regulations imposed bythe PRC government on currency conversion. In the PRC, the State Administration of Foreign Exchange(“SAFE”) regulates the conversion of the RMB into foreign currencies. Currently, foreign investedenterprises (“FIEs”) are required to apply to SAFE for “Foreign Exchange Registration Certificates forFIEs”. With such registration certifications (which need to be renewed annually), FIEs are allowed to openforeign currency accounts for the “current account” items and “capital account” items. Currently,conversion within the scope of the “current account” items (for example, remittance of foreign currenciesfor payment of dividends) can be effected without requiring the approval of SAFE. However, conversion ofcurrency in the “capital account” items (examples include capital items such as direct investments, loansand securities) would still require the approval of SAFE.

We cannot provide any assurance that the PRC regulatory authorities will not impose further restrictionson the convertibility of the RMB.

The ability of our PRC subsidiary company to pay dividends or make other distributions to us may berestricted by the PRC foreign exchange control restrictions. We cannot assure you that the relevantregulations will not be amended to our disadvantage and that the ability of our PRC subsidiary todistribute dividends to us will not be materially and adversely affected.

We operate in the PRC where the legal and regulatory regime may be uncertain and theintroduction of new laws or changes to existing laws by the PRC government may materially andadversely affect our business

Our business operations in the PRC are governed by the PRC legal system. The PRC legal system is acodified system comprising the PRC Constitution, written laws, regulations, circulars, directives and othergovernment orders. The PRC government is still in the process of developing its legal system so as tomeet the needs of investors and to encourage foreign investment. As the PRC economy is developing ata pace faster than its legal system, a certain degree of uncertainty exists in connection with whether andhow existing laws and regulations will apply to certain events or circumstances. Some of the laws andregulations and the interpretation, implementation and enforcement thereof, are still at an experimentalstage and are therefore subject to policy changes.

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Precedents on the interpretation, implementation and enforcement of the PRC laws and regulations arecurrently limited and the decisions of the PRC courts do not bind the same in subsequent cases. Assuch, we cannot predict with a reasonable degree of certainty the outcome of any disputes which we mayhave with our customers and/or suppliers. Even in cases where judgements are granted in our favour, wemay be unable to enforce them if the other party does not have the means to satisfy the judgments. In theevent that we fail to obtain judgements or are unable to enforce judgements, we may not be able torecover the judgment debt, which we would have otherwise been entitled to. In such event, our businessand financial performance may be materially and adversely affected.

RISKS RELATING TO OWNERSHIP OF OUR SHARES

Investments in securities quoted on the Catalist involve a higher degree of risk and can be lessliquid than shares quoted on the Main Board of the SGX-ST

We have made an application for our Shares to be admitted to the Catalist, a listing platform primarilydesigned for fast growing and emerging or smaller companies (to which a higher investment risk tends tobe attached as compared to larger or more established companies). The Catalist was formed in February2008 and its future success and liquidity in the market for our Shares cannot be guaranteed. Aninvestment in shares quoted on the Catalist may carry a higher risk than an investment in shares quotedon the Main Board of the SGX-ST. Pursuant to the Listing Manual, we are required to, inter alia, retain asponsor at all times after our admission to the Catalist. In particular, unless approved by the SGX-ST, theSponsor must act as our continuing sponsor for at least three years after the admission of our Companyto the Catalist. In addition, we may be delisted in the event that we do not have a sponsor for more thanthree continuous months. There is no guarantee that following the expiration of the three-year period, theSponsor will continue to act as our sponsor or that we are able to find a replacement sponsor within thethree-month period. Should such risks materialise, we may be delisted.

Control by our Executive Directors may limit your ability to influence the outcome of decisionsrequiring the approval of Shareholders

Upon completion of the Invitation, our Executive Directors will collectively own approximately 84.9% of ourpost-Invitation share capital. Therefore, they will be able to exercise significant influence over all mattersrequiring Shareholders’ approval, including the election of directors and the approval of significantcorporate transactions. Such concentration of ownership also may have the effect of delaying, preventingor deterring a change in control of our Group even if such change may be beneficial to our minorityShareholders.

Investors in our Shares will face immediate and substantial dilution in our NTA per Share and mayexperience future dilution

Our Issue Price of S$0.21 per Share is substantially higher than our NTA per Share after adjusting for theestimated net proceeds due to our Company from the Invitation. Details of the immediate dilution of ourShares incurred by new investors are described under the section entitled “Dilution” of this OfferDocument.

Future sales or issuance of our Shares could materially and adversely affect our Share price

Any future sale or issuance or availability of a large number of our Shares in the public market orperception thereof may have a downward pressure on our Share price. These factors also affect ourability to sell additional equity securities in the future, at a time and price we deem appropriate. Save asdisclosed under the section entitled “Shareholders – Moratorium” of this Offer Document, there will be norestriction on the ability of our Shareholders to sell their Shares either on the Catalist or otherwise.

In addition, our Share price may be under downward pressure if certain of our Shareholders sell theirShares upon the expiry of their moratorium periods.

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There has been no prior market for our Shares and the Invitation may not result in an active orliquid market and there is a possibility that our Share price may be volatile

Prior to the Invitation, there has been no public market for our Shares. Although we have made anapplication to the SGX-ST to list our Shares on the Catalist, there is no assurance that an active tradingmarket for our Shares will develop, or if it develops, be sustained. Active or liquid markets generally resultin lower price volatility and more efficient execution of buy and sell orders for investors. Liquidity in themarket for a particular security is often a function of the volume of the underlying shares that are publiclyheld by unrelated parties. Upon completion of the Invitation, we will have at least 15% of the total issuedShares publicly held by unrelated parties.

There is also no assurance that the market price for our Shares will not decline below the Issue Price.The market price of our Shares could be subject to significant fluctuations due to various external factorsand events including the liquidity of our Shares in the market, difference between our actual financial oroperating results and those expected by investors and analysts, the general market conditions and broadmarket fluctuations.

Our Share price may be volatile in future which could result in substantial losses for investorspurchasing Shares pursuant to the Invitation

The trading price of our Shares may fluctuate significantly and rapidly after the Invitation as a result of,among others, the following factors, some of which are beyond our control:

� variations of our operating results;

� changes in analysts’ estimates of our financial performance;

� additions or departures of our key executives;

� material changes or uncertainty in the political, economic and regulatory environment in themarkets that we operate;

� fluctuations of stock markets prices and volume;

� involvement in litigations; and

� general economic and stock market conditions.

Negative publicity which includes those relating to any of our Directors, Executive Officers orSubstantial Shareholder may materially and adversely affect our Share price

Negative publicity or announcement relating to any of our Directors, Executive Officers or SubstantialShareholder may materially and adversely affect the market perception or the Share performance of ourCompany, whether or not it is justified. Examples of these include unsuccessful attempts in joint ventures,acquisitions or takeovers, or involvement in insolvency proceedings.

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INVITATION STATISTICS

Issue Price

NAV

NAV per Share based on the audited combined financial position of our Group asat 31 March 2009 adjusted for the Restructuring Exercise and the Share Split(“Adjusted NAV”):

(a) before adjusting for the estimated net proceeds from the Invitation andbased on our Company’s pre-Invitation share capital of 90,000,000 Shares

(b) after adjusting for the estimated net proceeds from the Invitation andbased on our Company’s post-Invitation share capital of 106,000,000Shares

Premium of Issue Price over the Adjusted NAV per Share as at 31 March 2009:

(a) before adjusting for the estimated net proceeds from the Invitation andbased on our Company’s pre-Invitation share capital of 90,000,000 Shares

(b) after adjusting for the estimated net proceeds from the Invitation andbased on our Company’s post-Invitation share capital of 106,000,000Shares

Earnings

Historical EPS based on the audited combined financial results of our Group forFY2009 and our Company’s pre-Invitation share capital of 90,000,000 Shares

Historical EPS based on the audited combined financial results of our Group forFY2009 and our Company’s pre-Invitation share capital of 90,000,000 Shares,assuming that the Service Agreements had been in effect since 1 April 2008

Price earnings ratio

Historical PER based on the Issue Price and the historical EPS for FY2009

Historical PER based on the Issue Price and the historical EPS for FY2009,assuming that the Service Agreements had been in effect since 1 April 2008

Net operating cash flow (1)

Historical net operating cash flow per Share for FY2009 based on our Company’spre-Invitation share capital of 90,000,000 Shares

Historical net operating cash flow per Share for FY2009 based on our Company’spre-Invitation share capital of 90,000,000 Shares, assuming that the ServiceAgreements had been in effect since 1 April 2008

Price to net operating cash flow ratio

Issue Price to historical net operating cash flow per Share for FY2009

Issue Price to historical net operating cash flow per Share for FY2009, assumingthat the Service Agreements had been in effect since 1 April 2008

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S$0.21

16.51 cents

15.96 cents

27.20%

31.58%

7.10 cents

6.80 cents

2.96 times

3.09 times

7.34 cents

7.04 cents

2.86 times

2.98 times

Market capitalisation

Our market capitalisation based on the Issue Price and our Company’s post-Invitation share capital of 106,000,000 Shares

Note:

(1) Net operating cash flow is defined as profit after income tax with depreciation added back.

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S$22.3 million

USE OF PROCEEDS AND LISTING EXPENSES

USE OF PROCEEDS

The estimated net proceeds from the Invitation (after deducting the estimated expenses incurred inconnection with the Invitation) is approximately S$2.1 million. Each principal intended use of proceedsfrom the Invitation and major expenses is set out below:

Estimated amountallocated for each

dollar of the proceedsraised from the

Amount in aggregate Invitation (as a % of Use of proceeds from the Invitation (S$’000) gross proceeds)

Investments and/or joint ventures 1,500 44.64

General working capital 560 16.67

Net proceeds 2,060 61.31

Expenses

Professional fees(1) 724 21.55

Underwriting and placement commission and brokerage(2) 101 3.00

Miscellaneous expenses (including listing fees) 475 14.14

Gross proceeds 3,360 100.00

Notes:

(1) This includes (a) the management fees payable to the Sponsor; and (b) the fees payable to the Solicitors to the Invitation, thelegal adviser to our Company on Thai law, the legal adviser to our Company on the PRC law, the legal adviser to ourCompany on Malaysian law, the legal adviser to our Company on Indonesian law and the Independent Auditors andReporting Accountants.

(2) Pursuant to the Underwriting and Placement Agreement, the Underwriter has agreed to underwrite our offer of the OfferShares for a commission of 3.00% of the Issue Price (“Underwriting Commission”) for each Offer Share. Pursuant to theUnderwriting and Placement Agreement, the Placement Agent has agreed to subscribe and/or procure subscribers for aplacement commission of 3.00% of the Issue Price for each Placement Share. Brokerage will be paid by our Company tomembers of the SGX-ST, merchant banks and members of the Association of Banks in Singapore in respect of successfulapplications made on Application Forms bearing their respective stamps, or to Participating Banks in respect of successfulapplications made through Electronic Applications at the rate of 0.25% of the Issue Price for each Offer Share, or in the caseof DBS Bank, 0.50% of the Issue Price for each Offer Share. This brokerage has already been included in the UnderwritingCommission stated above. In addition, DBS Bank will levy a minimum brokerage fee of S$10,000. Subscribers of thePlacement Shares may be required to pay a brokerage of up to 1.00% of the Issue Price to the Placement Agent (and theprevailing GST, if applicable).

In the reasonable opinion of our Directors, there is no minimum amount which must be raised by theInvitation.

Currently, we have not identified any targets for investments and/or joint ventures.

Pending the deployment of the net proceeds from the Invitation, the funds will be placed in short-termdeposits with banks and financial institutions or invested in money market instruments or used for ourworking capital requirements as our Directors may deem fit at their absolute discretion.

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The discussion above represents our Company’s reasonable estimate of its allocation of the net proceedsof the Invitation based upon its current plans for our Group and reasonable estimates regarding itsanticipated expenditures. Actual expenditures may vary from these estimates and our Company may findit necessary or advisable to reallocate the net proceeds within the categories described above or to useportions of the net proceeds for other purposes. In the event that our Company decides to reallocate thenet proceeds of the Invitation for other purposes, our Company will publicly announce its intention to doso through an SGXNET announcement to be posted on the internet at the SGX-ST websitehttp://www.sgx.com.

Please refer to the section entitled “General Information on Our Group – Business Strategies and FuturePlans” of this Offer Document for further details.

Expenses incurred in connection with the Invitation

In accordance with the Singapore Financial Reporting Standards, a portion of the listing expenses (otherthan underwriting and placement commission) incurred in connection with the Invitation will be treated asa charge in our financial statements, which will affect our financial results in FY2010.

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DIVIDEND POLICY

Our Company was incorporated on 9 September 2007 and has not distributed any dividend on ourShares since incorporation. Save for the interim dividend of S$5.0 million declared by Jason Electronicsto its then shareholders in FY2008 which was paid in FY2008 and FY2009, none of our subsidiaries andassociated companies has declared or paid dividends in the last 3 financial years ended 31 March 2009and for the period from 1 April 2009 to the Latest Practicable Date.

We currently do not have a fixed dividend policy. The form, frequency and amount of future dividends onour Shares that our Directors may recommend or declare in respect of any particular financial year orperiod will be subject to the factors outlined below as well as any other factors deemed relevant by ourDirectors:

(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).

We may declare dividends by way of an ordinary resolution of our Shareholders at a general meeting, butmay not pay dividends in excess of the amount recommended by our Board of Directors. The declarationand payment of dividends will be determined at the sole discretion of our Directors, subject to theapproval of our Shareholders. Our Directors may also declare an interim dividend without the approval ofour Shareholders. Future dividends will be paid by us as and when approved by our Shareholders (ifnecessary) and our Directors.

The amount of dividends declared and paid by us in the past should not be taken as an indication of thedividends payable in the future. Investors should not make any inference from the foregoing statementsas to our actual future profitability or our ability to pay any future dividends.

For information relating to taxes payable on dividends, please refer to the section entitled “Taxation” inAppendix E of this Offer Document.

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SHARE CAPITAL

Our Company (company registration number 200716601W) was incorporated in Singapore on 9September 2007 under the Companies Act as a private limited company under the name of Jason MarineGroup Pte. Ltd. On 16 September 2009, we converted to a public company and changed our name toJason Marine Group Limited.

As at the date of incorporation, our issued and paid-up share capital was S$2 comprising 2 Shares.

Pursuant to the completion of the Restructuring Exercise, the issued and paid-up share capital of ourCompany was increased to S$15,000,000 comprising 15,000,000 Shares.

At extraordinary general meetings held on 24 August 2009 and 15 September 2009, our Shareholdersapproved, inter alia, the following:

(a) the Share Split;

(b) the conversion of our Company into a public company limited by shares and the consequentialchange of our name to “Jason Marine Group Limited”;

(c) the adoption of a new set of Articles;

(d) the listing and quotation of all the issued Shares (including the New Shares to be allotted andissued as part of the Invitation) and the Option Shares to be issued (if any) on the Catalist;

(e) the allotment and issue of the New Shares which are the subject of the Invitation, on the basis thatthe New Shares, when allotted, issued and fully paid-up, will rank pari passu in all respects with theexisting issued and fully paid-up Shares;

(f) the authorisation of our Directors, pursuant to Section 161 of the Companies Act, to (i) allot andissue Shares in our Company; and (ii) issue convertible securities and any Shares in our Companypursuant to the convertible securities, whether by way of rights, bonus or otherwise, at any timeand upon such terms and conditions, whether for cash or otherwise and for such purposes and tosuch persons as our Directors shall in their absolute discretion deem fit, provided that theaggregate number of Shares to be issued pursuant to such authority shall not exceed 100% of theissued share capital of our Company immediately after the Invitation excluding treasury shares andthat the aggregate number of Shares to be issued other than on a pro-rata basis to the then-existing Shareholders of our Company shall not exceed 50% of the issued share capital of ourCompany immediately after the Invitation excluding treasury shares. Unless revoked or varied byour Company in general meeting, such authority shall continue in full force until the conclusion ofthe next annual general meeting of our Company or the date by which the next annual generalmeeting is required by law or by our Articles to be held, whichever is earlier, except that ourDirectors shall be authorised to allot and issue new Shares pursuant to the convertible securitiesnotwithstanding that such authority has ceased.

For the purposes of this resolution and pursuant to Rules 806(3) and 806(4) of the Listing Manual,“issued share capital of our Company immediately after the Invitation excluding treasury shares”shall mean the enlarged issued and paid-up share capital of our Company after the Invitationexcluding treasury shares after adjusting for (i) new Shares arising from the conversion or exerciseof any convertible securities; (ii) new Shares arising from exercising share options or vesting ofshare awards outstanding or subsisting at the time such authority is given, provided that theoptions or awards were granted in compliance with the Listing Manual; and (iii) any subsequentconsolidation or sub-division of shares; and

(g) the adoption of the Jason Employee Share Option Scheme, the rules of which are set out inAppendix D of this Offer Document and that our Directors be authorised to allot and issue OptionShares upon the exercise of Option(s) granted under the ESOS.

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As at the Latest Practicable Date, there is only one class of shares in the capital of our Company, beingordinary shares. A summary of the Articles of Association of our Company relating to, among others, thevoting rights of our Shareholders is set out in the section entitled “Summary of Selected Articles ofAssociation of our Company” in Appendix C of this Offer Document. There are no founder, management,deferred or unissued Shares reserved for issuance for any purpose.

As at the date of this Offer Document, the issued and paid-up share capital of our Company isS$15,000,000 divided into 90,000,000 Shares. Upon the allotment and issue of the New Shares whichare the subject of the Invitation, the resultant issued and paid-up share capital of our Company will beincreased to S$17,960,000 divided into 106,000,000 Shares.

Details of the changes in the issued and paid-up share capital of our Company since our incorporationand our issued and paid-up share capital immediately after the Invitation are as follows:

Resultantissued and

Number of paid-up capital Shares (S$)

Issued and fully paid Shares as at our incorporation(1) 2 2

Issue of Shares pursuant to the Restructuring Exercise 14,999,998 14,999,998

Issued and fully paid Shares immediately after the Restructuring Exercise 15,000,000 15,000,000

Share Split 90,000,000 15,000,000

New Shares issued pursuant to the Invitation 16,000,000 2,960,000(2)

Post-Invitation issued and paid-up share capital 106,000,000 17,960,000

Notes:

(1) Save as disclosed in this section and in the section entitled “Restructuring Exercise” of this Offer Document, there are nochanges in the issued and paid-up share capital of our Company within the last 3 years preceding the Latest PracticableDate.

(2) This takes into account set-off of estimated issue expenses of approximately S$0.4 million, which excludes estimated issueexpenses of approximately S$0.9 million to be charged directly to the income statement.

The shareholders’ funds of our Company as at 31 March 2009 on an actual basis, after adjustments toreflect the Restructuring Exercise and the Share Split, and assuming the allotment and issue of the NewShares pursuant to the Invitation are set out below:

As at 31 March 2009

After adjustmentsto reflect the Assuming theRestructuring allotment andExercise and issue of the

Actual the Share Split New Shares(S$) (S$) (S$)

Shareholders’ fundsIssued and paid-up ordinary shares 2 15,000,000 17,960,000(1)

Foreign currency translation account (1,949) (1,949) (1,949)Accumulated losses (106,035) (106,035) (106,035)

(107,982) 14,892,016 17,852,016

Note:

(1) This takes into account set-off of estimated issue expenses of approximately S$0.4 million, which excludes estimated issueexpenses of approximately S$0.9 million to be charged directly to the income statement.

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SHAREHOLDERS

OWNERSHIP STRUCTURE

Our Shareholders and their respective shareholdings in our Company immediately before and after theInvitation are set out below:

Before the Invitation After the Invitation

Direct Interest Deemed Interest Direct Interest Deemed Interest

Number of Number of Number of Number ofShares % Shares % Shares % Shares %

Directors

Foo Chew Tuck 86,300,000 95.89 – – 86,300,000 81.42 – –

Tan Lian Huat(1) 1,000,000 1.11 – – 1,000,000 0.94 – –

Wong Hin Sun Eugene(2) – – 2,700,000 3.00 – – 2,700,000 2.55

Sin Hang Boon @Sin Han Bun – – – – – – – –

Eileen Tay-Tan Bee Kiew – – – – – – – –

Other Shareholder

Sirius Venture(2) 2,700,000 3.00 – – 2,700,000 2.55 – –

Public – – 16,000,000 15.09

Total 90,000,000 100.00 106,000,000 100.00

Notes:

(1) On 18 September 2009, our CEO, Tan Lian Huat (as the purchaser) entered into a sale and purchase agreement with ourExecutive Chairman, Foo Chew Tuck (as the vendor) to purchase from him 999,760 Shares representing approximately 1.1%of the pre-Invitation share capital of our Company at a cash consideration of S$0.0005 for each Share. Please refer to thesection entitled “Restructuring Exercise” of this Offer Document for further details.

(2) Wong Hin Sun Eugene, our Non-executive Director, is also the managing director of Sirius Venture. As at the LatestPracticable Date, Wong Hin Sun Eugene and his spouse, Chin May Yee Emily, collectively hold 100% of the issued sharecapital of Sirius Venture. Wong Hin Sun Eugene is accordingly deemed to have an interest in the Shares held by SiriusVenture.

Sirius Venture is a company incorporated in Singapore on 12 September 2002 and is principally engaged in the provision ofbusiness consultancy services. Our Group has engaged the services of Sirius Venture for the purpose of listing on theCatalist. Please refer to the section entitled “Interested Person Transactions” of this Offer Document for further details.

On 18 September 2009, Sirius Venture (as the purchaser) entered into a sale and purchase agreement with our ExecutiveChairman, Foo Chew Tuck (as the vendor) to purchase from him 2,700,000 Shares representing approximately 3.0% of thepre-Invitation share capital of our Company at a cash consideration of S$0.0005 for each Share. Please refer to the sectionentitled “Restructuring Exercise” of this Offer Document for further details.

The Shares held by our Directors and Substantial Shareholder do not carry different voting rights from theNew Shares which are the subject of the Invitation.

Save as disclosed above, our Company is not, whether directly or indirectly, owned or controlled byanother corporation, any government or other natural or legal person whether severally or jointly. OurDirectors are not aware of any arrangement the operation of which may, at a subsequent date, result in achange in control of our Company.

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There has not been any public take-over offer by a third party in respect of our Shares or by ourCompany in respect of the shares of another corporation which has occurred during the last or currentfinancial year.

Significant Changes in Percentage of Ownership

Save as disclosed above and under the section entitled “Restructuring Exercise” of this Offer Document,there were no significant changes in the percentages of ownership of our Directors and SubstantialShareholder in our Company from its incorporation until the Latest Practicable Date.

MORATORIUM

To demonstrate their commitment to our Group, our Executive Chairman, Foo Chew Tuck, who holds86,300,000 Shares (representing approximately 81.42% of our Company’s post-Invitation share capital),has undertaken not to transfer, sell, realise or otherwise dispose of any part of his interests in the sharecapital of our Company for a period of six months from the date of our Company’s admission to theCatalist and for a period of six months thereafter, not to reduce his interests in our Company to below50% of his original shareholdings in our Company.

Our CEO, Tan Lian Huat, who holds 1,000,000 Shares (representing approximately 0.94% of ourCompany’s post-Invitation share capital), has undertaken not to transfer, sell, realise or otherwise disposeof any part of his interests in the share capital of our Company for a period of 12 months from the date ofour Company’s admission to the Catalist.

Sirius Venture, which holds 2,700,000 Shares in our Company immediately after the Invitation(representing approximately 2.55% of our Company’s post-Invitation share capital), has undertaken not totransfer, sell, realise or otherwise dispose of any part of its interests in the share capital of our Companyfor a period of 12 months from the date of our Company’s admission to the Catalist.

In addition, Wong Hin Sun Eugene and his spouse, Chin May Yee Emily, who collectively own 100% ofthe issued share capital of Sirius Venture as at the Latest Practicable Date, has undertaken not totransfer, sell, realise or otherwise dispose of any part of each of their interests in the share capital ofSirius Venture for a period of 12 months from the date of our Company’s admission to the Catalist.

For the avoidance of doubt, Foo Chew Tuck, Tan Lian Huat and Sirius Venture will not be in breach oftheir moratorium undertakings as a result of dilution due otherwise than to the transfer, sale or disposal oftheir original shareholdings (including additional equity and/or debt financing by our Company).

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DILUTION

Dilution is the amount by which the Issue Price paid by the subscribers of our New Shares (“NewInvestors”) exceeds our NTA per Share immediately after the Invitation. Our audited NTA per Share as at31 March 2009, before adjusting for the estimated net proceeds from the Invitation and based on ourCompany’s pre-Invitation share capital of 90,000,000 Shares, was 16.51 cents per Share.

Taking into account the issue of 16,000,000 New Shares at the Issue Price in connection with theInvitation and after deducting the estimated issue expenses, our audited NTA per Share as at 31 March2009 after adjusting for the estimated net proceeds from the Invitation and based on our Company’s post-Invitation share capital of 106,000,000 Shares, would have been 15.96 cents. This represents animmediate decrease in NTA per Share of 0.55 cents to our existing Shareholders and an immediatedilution in NTA per Share of 5.04 cents or approximately 24.00% to our New Investors.

The following table illustrates such dilution on a per Share basis as at 31 March 2009:

Cents

Issue Price per Share 21.00

Audited NTA per Share as at 31 March 2009 based on our Company’s pre-Invitation share capital and before adjusting for the Invitation 16.51

Decrease in NTA per Share attributable to Invitation (0.55)

NTA per Share after the Invitation(1) 15.96

Dilution in NTA per Share to New Investors 5.04

Dilution in NTA per Share to New Investors as a percentage of Issue Price 24.00%

Note:

(1) The computed NTA does not take into account our actual financial performance from 1 April 2009 up to the Latest PracticableDate. Depending on our actual results, our NTA per Share after the Invitation may be higher or lower than the computed NTA.

The following table summarises the total number of Shares acquired by our existing Shareholders and theNew Investors, the effective price paid per Share by our existing Shareholders and the price per Share tobe paid by our New Investors pursuant to the Invitation:

Number of Total Average priceShares consideration per Share

(S$) (cents)

Existing Shareholders

Foo Chew Tuck 86,300,000 See note(1) See note(1)

Tan Lian Huat 1,000,000 500(1), (2) 0.05(1), (2)

Sirius Venture 2,700,000 1,350(3) 0.05(3)

New Investors 16,000,000 3,360,000 21.00

Notes:

(1) Pursuant to the Restructuring Exercise, our Company acquired the entire issued share capital of Jason Electronics and JasonAsia at an aggregate consideration of S$14,999,998, which was satisfied by the allotment and issue of 14,999,959 Sharesand 39 Shares (before the Share Split) to Foo Chew Tuck and Tan Lian Huat respectively.

(2) On 18 September 2009, our CEO, Tan Lian Huat (as the purchaser) entered into an agreement with our Executive Chairman,Foo Chew Tuck (as the vendor) pursuant to which Foo Chew Tuck agreed to, inter alia, sell 999,760 Shares equivalent toapproximately 1.1% of the pre-Invitation share capital of our Company to Tan Lian Huat at a cash consideration of S$0.0005for each Share. Please refer to the section entitled “Restructuring Exercise” of this Offer Document for further details.

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(3) On 18 September 2009, Sirius Venture (as the purchaser) entered into an agreement with our Executive Chairman, FooChew Tuck (as the vendor) pursuant to which Foo Chew Tuck agreed to, inter alia, sell 2,700,000 Shares equivalent toapproximately 3.0% of the pre-Invitation share capital of our Company to Sirius Venture at a cash consideration of S$0.0005for each Share. Please refer to the section entitled “Restructuring Exercise” of this Offer Document for further details.

Save as disclosed above, none of our Directors or the Substantial Shareholder of our Company or theirrespective associates have acquired any Shares during the period of three years prior to the date oflodgement of this Offer Document.

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RESTRUCTURING EXERCISE

Our Company was incorporated on 9 September 2007 in Singapore in accordance with the CompaniesAct as a private limited company with an issued and paid-up share capital of S$2 comprising 2 Shares,which were held by Foo Chew Tuck and Tan Lian Huat.

To streamline and rationalise our corporate and shareholding structures in preparation for the listing ofour Company on the Catalist, we implemented the following in the Restructuring Exercise prior to theInvitation:

1. Acquisition of Jason Electronics

Pursuant to a share swap agreement dated 15 September 2009 entered into between ourCompany (as the purchaser) and Foo Chew Tuck and Tan Lian Huat (as the vendors), ourCompany acquired the entire issued share capital of Jason Electronics, comprising 1,000,000ordinary shares, for an aggregate consideration of approximately S$14.4 million. The purchaseconsideration was arrived at based on the audited NAV of Jason Electronics as at 31 March 2009of approximately S$14.3 million and was satisfied by the allotment and issue of an aggregate of14,379,998 Shares (before the Share Split) credited as fully paid, by our Company to Foo ChewTuck and Tan Lian Huat.

2. Acquisition of Jason Asia

Pursuant to a share swap agreement dated 15 September 2009 entered into between ourCompany (as the purchaser) and Foo Chew Tuck and Tan Lian Huat (as the vendors), ourCompany acquired the entire issued share capital of Jason Asia, comprising 40,074 ordinaryshares, for an aggregate consideration of approximately S$0.6 million. The purchase considerationwas arrived at based on the audited NAV of Jason Asia as at 31 March 2009 of approximatelyS$0.6 million and was satisfied by the allotment and issue of an aggregate of 620,000 Shares(before the Share Split) credited as fully paid, by our Company to Foo Chew Tuck and Tan LianHuat.

Following the completion of the above-mentioned acquisitions, our Company issued 14,999,998 Shares(before the Share Split) and became the holding company of our Group.

CHANGES IN SHAREHOLDING INTERESTS IN OUR COMPANY

Sale of Shares to Tan Lian Huat

Pursuant to a sale and purchase agreement dated 18 September 2009 entered into between our CEO,Tan Lian Huat (as the purchaser) and our Executive Chairman, Foo Chew Tuck (as the vendor), FooChew Tuck agreed to sell 999,760 Shares equivalent to approximately 1.1% of the pre-Invitation sharecapital of our Company to Tan Lian Huat at a cash consideration of S$0.0005 per Share. Theconsideration represents a discount to the audited NTA per Share as at 31 March 2009 and was made inrecognition of Tan Lian Huat’s past contribution to our Group. On 18 September 2009, the transfer of suchShares was completed and the consideration for the above acquisition was fully settled.

Sale of Shares to Sirius Venture

Pursuant to a sale and purchase agreement dated 18 September 2009 entered into between SiriusVenture (as the purchaser) and our Executive Chairman, Foo Chew Tuck (as the vendor), Foo Chew Tuckagreed to sell 2,700,000 Shares equivalent to approximately 3.0% of the pre-Invitation share capital ofour Company to Sirius Venture at a cash consideration of S$0.0005 per Share. The considerationrepresents a discount to the audited NTA per Share as at 31 March 2009 and was made in recognition ofSirius Venture’s past contribution to our Group in relation to the listing of our Company on the Catalist andalso serves to align its interest with the interests of our Company and Shareholders. On 18 September2009, the transfer of such Shares was completed and the consideration for the above acquisition wasfully settled.

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Wong Hin Sun Eugene, our Non-executive Director, is also the managing director of Sirius Venture. As atthe Latest Practicable Date, Wong Hin Sun Eugene and his spouse collectively own 100% of the issuedshare capital of Sirius Venture. Wong Hin Sun Eugene is accordingly deemed to have an interest in theShares held by Sirius Venture.

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GROUP STRUCTURE

Our Group structure after the Restructuring Exercise and as at the date of this Offer Document is asfollows:

Notes:

(1) The remaining 80% is collectively held by Pamarine Private Limited (20%), Clavon Pte. Ltd. (20%), Heatec Jietong Pte. Ltd.(20%) and E-Marine Engineering Pte. Ltd. (20%), which are unrelated to our Directors and Substantial Shareholder.

(2) The remaining 51% is collectively held by Sachja Pinyochon (43.66%), Wasana Pinyochon (1.00%), Natchapol Pinyochon(1.33%), Budsakorn Boonruang (1.00%), Thitinan Boonruang (1.00%), Sakchai Leehaphan (1.00%), Chakthorn Pajeen(1.00%), Preecha Chanhomkrai (1.00%), Wassana Daengnaewnoi (0.005%) and Kunjana Chuanchid (0.005%), who areunrelated to our Directors and Substantial Shareholder.

(3) The remaining 75% is collectively held by Heatec Jietong Pte. Ltd. (25%), Rotary Mechanical and Construction Company(Private) Limited (25%) and Pamarine Private Limited (25%), which are unrelated to our Directors and SubstantialShareholder.

The details of each subsidiary and associated company of our Company as at the date of this OfferDocument are as follows:

Issued andpaid-up share Effective

Date / Principal capital / equity interestcountry of place of Principal registered held by

Name incorporation business activities capital our Group

Jason 21 February 1978 / Singapore Design, integration S$1,000,000 100%Electronics Singapore and installation

and commissioningof radio, satellite

communication andnavigation systems

Jason Asia 23 December 1997 / Singapore Servicing of S$40,074 100%Singapore communication and

navigation equipment

Sing Partners Marine

(Incorporated in Singapore)(1)

Jason Asia (Incorporated in

Singapore)

Jason Electronics (Incorporated in

Singapore)

100%

25%

Jason Venture (Incorporated in

Singapore)

20%

Jason Thailand (Incorporated in

Thailand)(2)

49%

iProMar(Incorporated

inSingapore)(3)

Jason Elektronik (Incorporated in

Malaysia)

100%

100% 100%

Jason Marine Group (Incorporated in Singapore)

PT Jason (Incorporated in Indonesia)

JasonShanghai

(Establishedin the PRC)

100%1%

99%

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Issued andpaid-up share Effective

Date / Principal capital / equity interestcountry of place of Principal registered held by

Name incorporation business activities capital our Group

Jason 28 September 2007 / Singapore Investment holding S$1 100%Venture Singapore

Jason 3 March 2008 / Malaysia Trading in marine and RM2 100%Elektronik Malaysia electronics equipment

Jason 22 January 2009 / The PRC Trading and servicing US$200,000 100%Shanghai The PRC of communication,

navigation and automation equipment

PT Jason 5 November 2008 / Indonesia Import trading and US$250,000 100%Indonesia management and

business consultingservices

Jason 9 October 2006 / Thailand Sale, import, Baht 3,000,000 49%Thailand Thailand consulting, installation, of which Baht

inspection and repair 1,500,000for telecommunication was fully

equipment paid up

iProMar 18 December 2007 / Singapore Process plant and S$200,000 25%Singapore industrial plant

engineering services

Sing Partners 18 April 2007 / Singapore Ship repair and S$100,000 20%Marine Singapore marine services and

other support activitiesprocess industriesconstruction and

maintenance

None of our subsidiaries or associated companies is listed on any stock exchange.

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SELECTED COMBINED FINANCIAL INFORMATION

The following selected combined financial information should be read in conjunction with the full text ofthis Offer Document, including the Independent Auditors’ Report as set out in Appendix A of this OfferDocument and the section entitled “Management’s Discussion and Analysis of Financial Position andResults of Operations” of this Offer Document.

Operating results of our Group(1)


Revenue 40,683 58,722 70,880

Cost of sales (31,288) (44,189) (53,212)

Gross profit 9,395 14,533 17,668

Other income 215 757 1,235

Distribution costs (4,400) (6,658) (5,419)

General and administrative expenses (2,995) (3,803) (4,543)

Other expenses (42) (475) (960)

Finance costs (262) (226) (248)

Share of results of associates – (1) 33

Profit before income tax 1,911 4,127 7,766

Income tax expense (310) (795) (1,374)

Profit after income tax attributable to equity holders(2) 1,601 3,332 6,392

EPS

- EPS attributable to equity holders of the Company (in cents) (3) 1.78 3.70 7.10

- Adjusted EPS attributable to equity holders of the Company (in cents) (4) 1.51 3.14 6.03

Notes:

(1) The operating results of our Group has been prepared on the basis that our Group has been in existence throughout theperiods under review. Please refer to the Independent Auditors’ Report as set out in Appendix A of this Offer Document.

(2) Had the Service Agreements been in effect on 1 April 2008, our profit before income tax and profit after income taxattributable to equity holders of our Company and EPS for FY2009 would have been S$7.4 million, S$6.1 million and 6.80cents respectively.

(3) For comparative purposes, EPS for the period under review has been computed based on the profit after income taxattributable to equity holders of our Company for the relevant financial year and the pre-Invitation share capital of 90,000,000Shares.

(4) For comparative purposes, adjusted EPS for the period under review has been computed based on the profit after income taxattributable to equity holders of our Company for the relevant financial year and the post-Invitation share capital of106,000,000 Shares.

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Financial position of our Group(1)

As at 31 March 2009(Audited)(S$’000)

Non-current assets Plant and equipment 615Available-for-sale financial assets 643Investments in associates 134Other receivable 218

1,610

Current assetsInventories 10,031Trade and other receivables 16,316Cash and cash equivalents 8,209

34,556

Less:Current liabilitiesTrade and other payables 15,410Finance lease payables 72Bank borrowings 4,284Current income tax payable 1,411

21,177

Net current assets 13,379

Less:Non-current liabilitiesFinance lease payables 89Deferred tax liabilities 45

134

14,855

Capital and reservesShare capital 1,040Foreign currency translation account (2)Accumulated profits 13,817

14,855

NTA per Share (cents)(2) 16.51

Notes:

(1) The financial position of our Group has been prepared on the basis that our Group has been in existence as at 31 March2009. Please refer to the Independent Auditors’ Report as set out in Appendix A of this Offer Document.

(2) Our Company does not have any intangible assets as at 31 March 2009. Accordingly, the NTA per Share as at 31 March2009 has been computed based on the equity attributable to equity holders of our Company as at 31 March 2009 and thepre-Invitation share capital of 90,000,000 Shares.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION ANDRESULTS OF OPERATIONS

OVERVIEW

We are one of the leading providers of integrated solutions of a wide range of marine communication,navigation and automation systems based in Singapore.

Founded in Singapore, we have expanded our presence into the PRC and South East Asia region suchas Malaysia, Thailand and Indonesia. With our regional presence, we believe that we are able to providebetter service to our clients located in the region and to further expand our customer base.

Our customers are predominantly from the marine and offshore oil & gas industries. We have a diversifiedcustomer base spread across a wide geographical area covering the entire Asia-Pacific region.

We have also established partnerships with internationally renowned manufacturers such as RaytheonAnschütz, Thrane & Thrane, Seatel, Navico, Federal Signal, Samyung and Koden, which allow us to offerbest-of-breed solutions to our customers.

Please refer to the section entitled “General Information on Our Group – Business Overview” of this OfferDocument for further details.

Revenue

Our revenue is derived from the following sources: (a) the sale of marine communication, navigation andautomation systems (sale of goods); (b) the provision of maintenance and support services (rendering ofservices); and (c) the resale of airtime services (airtime revenue).

We set out below a breakdown of our revenue by our respective business segments for FY2007, FY2008and FY2009.

FY2007 FY2008 FY2009(Audited) (Audited) (Audited)

(S$’000) % (S$’000) % (S$’000) %

Sale of goods 32,533 80.0 49,020 83.5 56,550 79.8Rendering of services 7,073 17.4 8,305 14.1 11,903 16.8Airtime revenue 1,077 2.6 1,397 2.4 2,427 3.4

Total revenue 40,683 100.0 58,722 100.0 70,880 100.0

The description of each of our business segments is set out below:

A. Sale of marine communication, navigation and automation systems (sale of goods)

We design, supply, integrate, install and commission a comprehensive range of radio and satellitecommunication, navigation and marine automation systems. The projects that we undertake arevaried, ranging from the supply and installation of a simple VHF radio device to the design, supply,integration, installation and commissioning of a complete integrated bridge system.

We derive approximately 80.0%, 83.5% and 79.8% of our revenue from the sale of marinecommunication, navigation and automation systems in FY2007, FY2008 and FY2009 respectively.

B. Provision of maintenance and support services (rendering of services)

Our maintenance and support services include maintenance and repair works, troubleshooting andreplacement of faulty parts relating to the marine electronics equipment we supply and ourintegrated solutions. We also provide statutory radio survey and annual performance test of voyagedata recorder services to our customers.

We derive approximately 17.4%, 14.1% and 16.8% of our revenue from the provision ofmaintenance and support services in FY2007, FY2008 and FY2009 respectively.

C. Resale of airtime services (airtime revenue)

Our airtime services relate to the provision of airtime for the satellite communication systemsdistributed by us and other distributors which is used for high quality direct-dial voice (broadcastquality), data, fax, telex, e-mail and high-speed internet connections. Our customers can subscribefor the airtime services via a fixed-plan or flexi-plan.

We derive approximately 2.6%, 2.4% and 3.4% of our revenue from the resale of airtime servicesin FY2007, FY2008 and FY2009 respectively.

Our revenue model typically comprises the following:

(a) provision of total integrated solutions to our customers, from design, supply, integration, installation,testing and commissioning to after-sales support services of marine electronics systems. Weusually enter into contracts with our customers to deliver our solutions;

(b) supply of marine electronics equipment to our customers. We may enter into contracts with ourcustomers if we are required to supply and install marine electronics equipment in accordance withour customers’ specified delivery schedules;

(c) provision of maintenance and support services for vessels. We generate revenue when ourcustomers request for our maintenance and support services for their marine electronicsequipment (which also include those supplied by other distributors). When our customers purchasemarine electronics equipment from us, we may also enter into contracts with them to provideadditional maintenance and support services not covered by the warranty of the marine electronicsequipment which we supply; and

(d) subscription for the provision of airtime services.

Revenue from sale of marine communication, navigation and marine automation systems is recognisedwhen goods are delivered to the customers and the significant risks and rewards of ownership have beentransferred to the customer, recovery of the consideration is probable, the associated costs and possiblereturn of goods can be estimated reliably, and there is no continuing management involvement with thegoods. Revenue from the provision of maintenance and support as well as resale of airtime services isrecognised when service is rendered and completed.

Factors affecting our revenue

The major factors that will affect our revenue include:

(a) The outlook for the industries in which our end customers are operating. The demand for ourmarine electronics equipment and services is generally dependent on the level of shipping,shipbuilding and ship repair, and offshore oil & gas exploration and production activities. Anyfactors that negatively affect the demand for these activities, such as the current global economicdownturn, may result in a decline in demand for our marine electronics equipment and servicesand correspondingly result in a decrease in our revenue.

(b) Our ability to maintain our competitiveness. Our continued ability to secure new orders for ourmarine electronics equipment and services is dependent on how we are able to compete withexisting industry players and new entrants to our business in terms of the range of marineelectronics equipment and services, quality, price, customer service and delivery capabilities.

(c) Our ability to complete projects contracted to us on schedule and in accordance with ourcustomers’ specification. The agreement between our customer and us would normally include aprovision for the payment of liquidated damages by us in the event that we are unable to completethe projects in accordance with the terms of the contract. Unforeseeable circumstances could

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disrupt or delay the completion of the projects that we undertake from time to time. If we are thecause of the delay in the completion of our projects, we will be liable for liquidated damages whichmay materially and adversely affect our reputation, operations or financial performance. In addition,our failure to complete projects according to customer specifications may also lead to claims ofliquidated damages against us which would affect our financial performance.

(d) Our ability to retain existing distributorships and status as certified authorised service centres,which enable us to provide best-of-breed solutions to our customers. To maintain and improve ourcompetitiveness, we also need to be able to continually source for and expand our range of marineelectronics equipment so as to consistently meet our customers’ requirements and expectations.

(e) Our ability to retain existing customers and expand our customer base. This will depend on factorssuch as our ability to provide quality marine electronics equipment and services, to continuouslymeet and exceed customers’ demands and to provide competitive pricing to our customers.

(f) Fluctuations in the relevant exchange rates between the US$/S$ may affect our revenue as part ofour revenue is denominated in US$, while our revenue is recorded in S$ in our combined incomestatement. Any appreciation in the US$ against the S$ will result in an increase in our recordedrevenue.

The above should be read in conjunction with the section entitled “Risk Factors” of this Offer Document.

Cost of sales

Our cost of sales comprises purchases, salaries, wages and bonuses for our engineering and technicalpersonnel, subcontractor charges, airtime costs by service providers, freight and handling charges,travelling and transportation expenses and commission charges.

Our costs of sales amounted to approximately S$31.3 million, S$44.2 million and S$53.2 million andrepresented approximately 76.9%, 75.3% and 75.1% of our revenue for FY2007, FY2008 and FY2009respectively.


(S$’000) % (S$’000) % (S$’000) %

Purchases 25,564 81.7 36,355 82.2 41,301 77.7Salaries, wages and bonuses 1,755 5.6 2,933 6.6 4,985 9.4Subcontractor charges 1,959 6.3 2,076 4.7 2,777 5.2Airtime costs 793 2.5 1,083 2.5 1,668 3.1Freight and handling charges 890 2.8 1,249 2.8 1,438 2.7Travelling and transportation expenses 322 1.0 474 1.1 771 1.4

Commission charges 5 0.1 19 0.1 272 0.5

Total cost of sales 31,288 100.0 44,189 100.0 53,212 100.0

We purchase equipment comprising mainly radio and satellite communication, navigation and ship controlcomponents and systems from established reputable suppliers such as Raytheon Anschütz, Thrane &Thrane, Seatel, Navico and Jotron, which are based in countries in the European Union, New Zealandand the USA. Our purchases accounted for approximately 81.7%, 82.2% and 77.7% of our total cost ofsales for FY2007, FY2008 and FY2009 respectively.

Salaries, wages and bonuses represent the salaries, wages and bonuses paid to our engineering andtechnical personnel who carry out integration, installation, testing and commissioning of the marineelectronics equipment and systems we supply as well as the repair services that we provide. Theseaccounted for approximately 5.6%, 6.6% and 9.4% of our total cost of sales for FY2007, FY2008 andFY2009 respectively.

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Subcontractor charges are paid to subcontractors who are appointed generally to provide additionalcapacity for our maintenance and support services in order to meet our customers’ delivery schedules.These charges accounted for approximately 6.3%, 4.7% and 5.2% of our total cost of sales for FY2007,FY2008 and FY2009 respectively.

Airtime costs are charges by our main service providers, such as SingTel, Vizada S.A. and StratosWireless, Inc. These service providers supply us with airtime, which we resell at a mark-up to ourcustomers mainly for use on board their vessels. Our airtime costs accounted for approximately 2.5%,2.5% and 3.1% of our total cost of sales for FY2007, FY2008 and FY2009 respectively.

Freight and handling charges include inward charges incurred in the shipments of goods from oursuppliers. Shipments of goods to us are normally on a cost, insurance and freight basis and we alsonormally incur local transportation charges from the port to our warehouse. Our freight and handlingcharges accounted for approximately 2.8%, 2.8% and 2.7% of our total cost of sales for FY2007, FY2008and FY2009 respectively.

Travelling and transportation expenses are expenses incurred by our engineering and technical personnelin the course of carrying out work and include cost of accommodation, meals, transportation, hire oflaunch charges (to board launches to and from vessels in the waters) and allowances. Our travelling andtransportation expenses accounted for approximately 1.0%, 1.1% and 1.4% of our total cost of sales forFY2007, FY2008 and FY2009 respectively.

Commission charges are paid to agents as agent commissions and to third parties as introducer fees.Our commission charges accounted for approximately 0.1%, 0.1% and 0.5% of our total cost of sales forFY2007, FY2008 and FY2009 respectively.

Factors affecting our cost of sales

The main factors that affect our cost of sales include the following:

(a) Fluctuations in the prices of equipment that we purchase from our suppliers. Any revision in theprices is subject to the discretion of our suppliers.

(b) Our ability to purchase equipment that we supply at competitive prices. This may be affected byfactors such as the availability of alternative suppliers and grant of discounts by suppliers.

(c) Fluctuations in the relevant exchange rates between the US$/S$ and Euro/S$, as a major portionof our marine electronics equipment are purchased in US$ and Euro while our cost of purchases isrecorded in S$ in our combined income statement. Any appreciation of the US$ and/or Euroagainst the S$ will increase our cost of purchases recorded.

The above should be read in conjunction with the section entitled “Risk Factors” of this Offer Document.

Other income

Our other income comprises mainly of foreign exchange gain, sundry income, grants, interest income andrental income.


(S$’000) (S$’000) (S$’000)

Foreign exchange gain 60 236 543Sundry income 76 251 499Grants 8 16 144Interest income 49 36 49Rental income 22 68 –Gain on disposal of investment property – 150 –

Total other income 215 757 1,235

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Gain in foreign exchange consists mainly of the gains arising from transactions in various foreigncurrencies including revaluation of foreign currency denominated monetary assets and liabilities at theend of each financial year. Foreign exchange gain amounted to approximately S$60,000, S$0.2 millionand S$0.5 million for FY2007, FY2008 and FY2009 respectively.

Sundry income mainly comprises sponsorship income from certain of our suppliers to defray part of theexpense incurred from our participation in exhibitions and certain general administrative reimbursementssuch as freight charges to deliver marine electronics equipment to our customers. Sundry income alsoincludes bad trade receivables recovered, write-back of allowance for doubtful receivables and gain ondisposal of plant and equipment. Sundry income amounted to approximately S$76,000, S$0.3 million andS$0.5 million for FY2007, FY2008 and FY2009 respectively.

Grants are received from various corporations and government bodies. Grants amounted toapproximately S$8,000, S$16,000 and S$0.1 million for FY2007, FY2008 and FY2009 respectively. Theincrease in grants in FY2009 is due mainly to the jobs credit granted under the Jobs Credit Schemeintroduced in the Singapore Budget 2009 to encourage businesses to preserve jobs in the economicdownturn.

Interest income refers to the interest received from cash deposits placed with financial institutions,available-for-sale financial assets and on advance granted to a staff. Interest income amounted toapproximately S$49,000, S$36,000 and S$49,000 for FY2007, FY2008 and FY2009 respectively.

Rental income is derived from the lease of an office unit at 2 Alexandra Road, #07-06 Delta House,Singapore 159919. Rental income amounted to approximately S$22,000 and S$68,000 for FY2007 andFY2008 respectively. This office unit was sold during FY2008 and hence, there was no rental income forFY2009.

For FY2008, the gain on disposal of investment property of approximately S$0.2 million was derived fromthe sale of the office unit at 2 Alexandra Road, #07-06 Delta House, Singapore 159919 to JE HoldingsPte Ltd.

Distribution costs

Our distribution costs comprise salaries and bonuses for sales, marketing and support staff, travelling andtransportation expenses, entertainment expenses, upkeep of motor vehicles and advertising andpromotion expenses.

Distribution costs amounted to approximately S$4.4 million, S$6.7 million and S$5.4 million andrepresented approximately 10.8%, 11.3% and 7.6% of our revenue for FY2007, FY2008 and FY2009respectively.


(S$’000) % (S$’000) % (S$’000) %

Salaries and bonuses 3,518 79.9 5,523 83.0 4,558 84.2Travelling and transportation expenses 493 11.2 577 8.7 392 7.2

Entertainment expenses 225 5.1 311 4.7 315 5.8Upkeep of motor vehicles 91 2.1 114 1.6 99 1.8Advertising and promotion expenses 73 1.7 133 2.0 55 1.0

Total distribution costs 4,400 100.0 6,658 100.0 5,419 100.0

Salaries and bonuses for sales, marketing and support staff accounted for approximately 79.9%, 83.0%and 84.2% of our total distribution costs for FY2007, FY2008 and FY2009 respectively.

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Travelling and transportation expenses for sales, marketing and distribution purposes accounted forapproximately 11.2%, 8.7% and 7.2% of our total distribution costs for FY2007, FY2008 and FY2009respectively.

Entertainment expenses accounted for approximately 5.1%, 4.7% and 5.8% of our total distribution costsfor FY2007, FY2008 and FY2009 respectively.

Upkeep of motor vehicles accounted for approximately 2.1%, 1.6% and 1.8% of our total distribution costsfor FY2007, FY2008 and FY2009 respectively.

Advertising and promotion expenses accounted for approximately 1.7%, 2.0% and 1.0% of our totaldistribution costs for FY2007, FY2008 and FY2009 respectively.

General and administrative expenses

Our general and administrative expenses comprise mainly salaries and bonuses for administrative andaccounts staff, including Directors’ remuneration and other employee benefits, rental of offices, legal andprofessional fees, bank charges, depreciation of plant and equipment, amortisation of intangible assets,telephone and postage expenses, repair and maintenance, insurance expenses and water and electricityexpenses.

General and administrative expenses amounted to approximately S$3.0 million, S$3.8 million and S$4.5million and represented approximately 7.4%, 6.5% and 6.4% of our revenue for FY2007, FY2008 andFY2009 respectively.


(S$’000) % (S$’000) % (S$’000) %

Salaries, bonuses and other employee benefits 1,694 56.6 2,082 54.7 2,521 55.5

Rental of offices 273 9.1 323 8.5 359 7.9Legal and professional fees 74 2.5 335 8.8 356 7.8Bank charges 150 5.0 186 4.9 274 6.0Depreciation and amortisation charges 177 5.9 183 4.8 219 4.8

Telephone and postage expenses 129 4.3 155 4.1 189 4.2Repair and maintenance 67 2.3 123 3.2 129 2.8Insurance expenses 58 1.9 55 1.5 106 2.3Water and electricity expenses 53 1.8 62 1.6 77 1.7Other expenses 320 10.6 299 7.9 313 7.0

Total general and administrative expenses 2,995 100.0 3,803 100.0 4,543 100.0

Salaries and bonuses for administrative and accounts staff, including Directors’ remuneration and otheremployee benefits accounted for approximately 56.6%, 54.7% and 55.5% of our total general andadministrative expenses for FY2007, FY2008 and FY2009 respectively.

Rental of offices represents the rental of premises used by our Group, which accounted for approximately9.1%, 8.5% and 7.9% of our total general and administrative expenses for FY2007, FY2008 and FY2009respectively.

Legal and professional fees represents the fees paid for services for the purposes of businessconsultancy, information technology maintenance and services, legal and financial advisory, propertyvaluation, payroll processing and other professional charges. Legal and professional fees accounted forapproximately 2.5%, 8.8% and 7.8% of our total general and administrative expenses for FY2007,FY2008 and FY2009 respectively.

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Bank charges relating to transaction costs and administrative fee charges accounted for approximately5.0%, 4.9% and 6.0% of our total general and administrative expenses for FY2007, FY2008 and FY2009respectively.

Depreciation of plant and equipment and amortisation of intangible assets accounted for approximately5.9%, 4.8% and 4.8% of our total general and administrative expenses for FY2007, FY2008 and FY2009respectively.

Telephone and postage expenses accounted for approximately 4.3%, 4.1% and 4.2% of our total generaland administrative expenses for FY2007, FY2008 and FY2009 respectively.

Repair and maintenance relates to expenses incurred for the maintenance of our office premises andoffice equipment. These expenses accounted for approximately 2.3%, 3.2% and 2.8% of our total generaland administrative expenses for FY2007, FY2008 and FY2009 respectively.

Insurance expenses accounted for approximately 1.9%, 1.5% and 2.3% of our total general andadministrative expenses for FY2007, FY2008 and FY2009 respectively.

Water and electricity expenses accounted for approximately 1.8%, 1.6% and 1.7% of our total generaland administrative expenses for FY2007, FY2008 and FY2009 respectively.

Other expenses accounted for approximately 10.6%, 7.9% and 7.0% of our total general andadministrative expenses for FY2007, FY2008 and FY2009 respectively. These expenses include audit fee,accounting fee, books and periodicals, charitable donations, printing and stationery and generalexpenses.

Other expenses

Other expenses comprise allowance for doubtful receivables and allowance for inventory obsolescencewhich amounted to approximately S$42,000, S$0.5 million and S$1.0 million and representedapproximately 0.1%, 0.8% and 1.4% of our revenue for FY2007, FY2008 and FY2009 respectively.

Finance costs

Our finance costs comprise interests on finance leases and trust receipts, which amounted toapproximately S$0.3 million, S$0.2 million and S$0.2 million and represented approximately 0.6%, 0.4%and 0.4% of our revenue for FY2007, FY2008 and FY2009 respectively. Trust receipts bear interestranging from 2.25% to 9.00%, 2.75% to 7.25% and 2.06% to 6.75% per annum for FY2007, FY2008 andFY2009 respectively. The effective interest rates for the finance lease obligations ranged from 5.05% to6.44%, 5.05% to 6.09% and 4.74% to 6.09% per annum for FY2007, FY2008 and FY2009 respectively.

Income tax expenses

Our Group is subject to income tax at the applicable statutory tax rates in Singapore and Malaysia forFY2007, FY2008 and FY2009.

We set out below the computation of our Group’s effective income tax rate for FY2007, FY2008 andFY2009.


(S$’000) (S$’000) (S$’000)

Income tax expense (S$’000) 310 795 1,374Profit before income tax (S$’000) 1,911 4,127 7,766Effective income tax rate (income tax expense as a percentage of profit before income tax) (%) 16.2 19.3 17.7

For FY2007 and FY2008, provision for income tax was made on income derived from our operations inSingapore. In FY2009, provision for income tax was made on income derived from our operations inSingapore and Malaysia. The prevailing statutory income tax rate in Singapore was 18.0% for FY2007and FY2008 and 17.0% for FY2009. The prevailing statutory income tax rate in Malaysia was 20.0% forFY2009.

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For FY2007, FY2008 and FY2009, our effective income tax rate was 16.2%, 19.3% and 17.7%respectively, due mainly to movement in temporary differences between the tax written down values andthe net book values of the plant and equipment computed at the prevailing statutory income tax rate.

SEASONALITY

Generally, our business is not subject to any significant seasonal fluctuations.

INFLATION

Inflation did not have a material impact on the financial results of our Group for FY2007, FY2008 andFY2009.

SEGMENTAL RESULTS

The following tables set out a breakdown of our revenue, gross profit and gross profit margin by businesssegment and breakdown of our revenue by geographical location of our customers for FY2007, FY2008and FY2009 respectively. This analysis should be read in conjunction with the Independent Auditors’Report and the related notes therein as set out in Appendix A of this Offer Document.

By Business Segment

Revenue


(S$’000) % (S$’000) % (S$’000) %

Sale of goods 32,533 80.0 49,020 83.5 56,550 79.8Rendering of services 7,073 17.4 8,305 14.1 11,903 16.8Airtime revenue 1,077 2.6 1,397 2.4 2,427 3.4

Total revenue 40,683 100.0 58,722 100.0 70,880 100.0

Gross profit


(S$’000) % (S$’000) % (S$’000) %

Sale of goods 7,746 82.5 12,572 86.5 15,437 87.4Rendering of services 1,365 14.5 1,647 11.3 1,472 8.3Airtime revenue 284 3.0 314 2.2 759 4.3

Total gross profit 9,395 100.0 14,533 100.0 17,668 100.0

Gross profit margin

FY2007 FY2008 FY2009% % %

Sale of goods(1) 23.8 25.6 27.3Rendering of services(1) 19.3 19.8 12.4Airtime revenue(1) 26.4 22.5 31.3Overall(2) 23.1 24.7 24.9

Notes:

(1) The gross profit margin was arrived at by dividing the respective gross profit over the revenue of sale of goods, rendering ofservices and airtime revenue.

(2) The overall gross profit margin was arrived at by dividing our total gross profit over total revenue.

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By Geographical Location of our Customers


Revenue (S$’000) % (S$’000) % (S$’000) %

Singapore 14,998 36.9 21,789 37.1 29,811 42.0The PRC 11,025 27.1 15,511 26.4 19,555 27.6South East Asia (other than Singapore) 7,321 18.0 12,337 21.0 11,538 16.3

Other countries(1) 7,339 18.0 9,085 15.5 9,976 14.1

Total revenue 40,683 100.0 58,722 100.0 70,880 100.0

Note:

(1) “Other countries” refers principally to Germany, Greece, Italy, the Maldives, the Netherlands, Norway, Sweden, Switzerland,the United Arab Emirates, the United Kingdom and the USA.

While it is possible to segment our revenue by geographical regions, the allocation of costs cannot bedone in a similar manner with reasonable accuracy. This is because our cost of sales such asengineering and technical personnel salaries, subcontractor charges and freight and handling chargesare general costs which are pooled and used to serve all our customers. As we do not track the allocationof our cost of sales and operating expenses by geographical regions, any attempt to match these costs torevenue in the various geographical regions is therefore not meaningful.

REVIEW OF PAST OPERATING PERFORMANCE

FY2008 vs FY2007

Revenue

Our revenue increased by approximately S$18.0 million or 44.2% from approximately S$40.7 million forFY2007 to approximately S$58.7 million for FY2008. This was due to an overall increase in revenue in allof our business segments.

Our revenue from sale of goods increased by approximately S$16.5 million or 50.8% from approximatelyS$32.5 million for FY2007 to approximately S$49.0 million for FY2008, in tandem with the continuedgrowth in the global shipping, shipbuilding and offshore oil & gas industries. The continued growthresulted in the corresponding increase in the number of projects delivered during FY2008.

Our revenue from rendering of services increased by approximately S$1.2 million or 16.9% fromapproximately S$7.1 million for FY2007 as compared to approximately S$8.3 million for FY2008, as aresult of more ship maintenance services undertaken by us, in line with a higher number of vessel callsfor repairs in Singapore for FY2008.

Our airtime revenue increased by approximately S$0.3 million or 27.3% from approximately S$1.1 millionfor FY2007 as compared to approximately S$1.4 million for FY2008, mainly due to the increase in airtimeusage by our existing customers as they increase their fleet of vessels, as well as the increase in ourcustomer base for FY2008.

Cost of sales

Our total cost of sales increased by approximately S$12.9 million or 41.2% from approximately S$31.3million for FY2007 to approximately S$44.2 million for FY2008, which was lower than the overall growthrate in our revenue.

The increase in our cost of sales was primarily due to a higher volume of goods purchased in line withthe higher volume of sales for FY2008. In addition, salaries for engineering and technical personnel alsoincreased as we employed more engineering and technical personnel, from 49 as at 31 March 2007 to 67as at 31 March 2008, to cater to the increasing demand for our maintenance and support services, aswell as the increase in salaries, wages and bonuses of our existing engineering and technical personnel(which include contributions to the CPF).

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Gross profit and gross profit margin

Our overall gross profit increased by approximately S$5.1 million or 54.3% from approximately S$9.4million for FY2007 as compared to approximately S$14.5 million for FY2008. Our overall gross profitmargin also increased from 23.1% for FY2007 to 24.7% for FY2008.

Gross profit from sale of goods increased by approximately S$4.9 million or 63.6% from approximatelyS$7.7 million for FY2007 as compared to approximately S$12.6 million for FY2008. Gross profit margin ofthis segment increased from 23.8% in FY2007 to 25.6% in FY2008 mainly due to higher number ofintegrated systems delivered during the year, which usually command a higher profit margin as a result ofmore value-added services such as design and installation.

Gross profit from rendering of services increased by approximately S$0.2 million or 14.3% fromapproximately S$1.4 million for FY2007 as compared to approximately S$1.6 for FY2008. Gross profitmargin of this segment increased marginally from 19.3% in FY2007 to 19.8% in FY2008.

Gross profit from airtime revenue increased marginally by approximately S$30,000 or 10.6% fromapproximately S$284,000 for FY2007 as compared to approximately S$314,000 for FY2008. Gross profitmargin of this segment decreased from 26.4% in FY2007 to 22.5% in FY2008 as we reduced ouraverage subscription rates in order to retain our customers, in light of intense competition within themarket during the year.

Other income

Our other income increased by approximately S$0.6 million or 300.0% from approximately S$0.2 millionfor FY2007 as compared to approximately S$0.8 million for FY2008, mainly due to a one-time gain ondisposal of investment property of approximately S$0.2 million recorded in FY2008, increase in gain inforeign exchange of approximately S$0.2 million due to exchange rates movement and increase in sundryincome of approximately S$0.2 million due mainly to increase in sponsorship income received.

Distribution costs

Our distribution costs increased by approximately S$2.3 million or 52.3% from approximately S$4.4million for FY2007 to approximately S$6.7 million for FY2008, mainly due to an increase in salaries andbonuses of sales, marketing and support staff by approximately S$2.0 million, increase in travelling andtransportation expenses by approximately S$0.1 million, and increase in advertising and promotionexpenses and entertainment expenses by an aggregate of approximately S$0.1 million.

The increase in salaries and bonuses of sales, marketing and support staff was mainly due to theincrease in the number of sales, marketing and support staff employed by us as well as salary incrementsand higher bonus for FY2008 compared to FY2007. The increase in travelling and transportationexpenses, entertainment expenses and advertising and promotion expenses were largely in line with theincrease in our business activities.


Our general and administrative expenses increased by approximately S$0.8 million or 26.7% fromapproximately S$3.0 million for FY2007 as compared to approximately S$3.8 million for FY2008, mainlydue to increase in salaries and bonuses of management, accounts and administrative staff includingDirectors’ remuneration and employee benefits of approximately S$0.4 million, increase in legal andprofessional fees of approximately S$0.3 million, increase in bank charges of approximately S$36,000,increase in telephone and postage expenses of approximately S$26,000 and increase in rental of officesof approximately S$50,000. These increases were offset by the decrease in our charitable donations ofapproximately S$49,000.

The increase in salaries and bonuses of management, accounts and administrative staff includingDirectors’ remuneration and employee benefits was due mainly to increase in the number of staff as wellas salary increments and higher bonus for FY2008 compared to FY2007. The increase in legal andprofessional fees was mainly due to expenses incurred during the year in relation to our listing exercise.The increase in bank charges were due to the increased number of bank transactions in line with the

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increased volume of our sales and purchases of goods. The increase in telephone and postage expenseswas in line with the increased business activities for FY2008. Rental of offices increased as a result ofmore office space occupied by our Group to support our increasing business activities, namely at 194Pandan Loop #06-01 Pantech Business Hub, Singapore 128383.

Other expenses

Other expenses increased by approximately S$0.4 million or 1,031.0% from approximately S$42,000 forFY2007 as compared to approximately S$0.5 million for FY2008.

This was mainly due to increase in allowance for doubtful receivables of approximately S$84,000 andallowance for inventory obsolescence of approximately S$0.4 million provided for FY2008.

Finance costs

Our finance costs decreased by approximately S$36,000 or 13.7% from approximately S$0.3 million forFY2007 as compared to approximately S$0.2 million for FY2008, mainly due to lower amount of intereston trust receipts incurred as a result of lower effective interest rates for the year.

Income tax expense

Our income tax expense increased by approximately S$0.5 million or 166.7% from approximately S$0.3million for FY2007 as compared to approximately S$0.8 million for FY2008 in line with the higher profitreported for FY2008.

Our effective tax rate for FY2008 was 19.3% compared to 16.2% for FY2007.

FY2009 vs FY2008

Revenue

Our revenue increased by approximately S$12.2 million or 20.8% from approximately S$58.7 million forFY2008 to approximately S$70.9 million for FY2009. This was due to an overall increase in revenue in allof our business segments.

Our revenue from sale of goods increased by approximately S$7.6 million or 15.5% from approximatelyS$49.0 million for FY2008 to approximately S$56.6 million for FY2009, mainly due to the sustained levelglobal marine, shipbuilding and offshore oil & gas activities. The increase is also due to contracts securedof in the previous financial years (prior to the downturn of the global economy), which were completedand delivered during the financial year as well as increase in revenue from the sale of marine electronicsequipment and system.

Our revenue from rendering of services increased by approximately S$3.6 million or 43.4% fromapproximately S$8.3 million for FY2008 as compared to approximately S$11.9 million for FY2009, in linewith the increase in the number of vessel calls for repairs in Singapore for FY2009, which led to theincrease in demand for our maintenance and services by our customers. We also increased our servicetariff during FY2009.

Our airtime revenue increased by approximately S$1.0 million or 71.4% from approximately S$1.4 millionfor FY2008 as compared to approximately S$2.4 million for FY2009, mainly due to the increase in airtimeusage by our existing customers as they increased their fleet size for FY2009.

Cost of sales

Our total cost of sales increased by approximately S$9.0 million or 20.4% from approximately S$44.2million for FY2008 to approximately S$53.2 million for FY2009, which was generally in line with theoverall growth rate in our revenue. The increase in cost of sales was primarily due to a higher volume ofgoods purchased corresponding to the higher volume of sales for FY2009. Salaries, wages and bonusesfor engineering and technical personnel also increased as we employed more engineering and technicalpersonnel from 67 as at 31 March 2008 to 83 as at 31 March 2009 to cater to the increased demand ofour maintenance and technical services, as well as due to the increase in salaries, wages and bonuses(which include contributions to the CPF) for our existing personnel.

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Gross profit and gross profit margin

Our overall gross profit increased by approximately S$3.2 million or 22.1% from approximately S$14.5million for FY2008 as compared to approximately S$17.7 million for FY2009. The overall gross profitmargin increased marginally from 24.7% for FY2008 to 24.9% for FY2009.

Gross profit from sale of goods increased by approximately S$2.8 million or 22.2% from approximatelyS$12.6 million for FY2008 as compared to approximately S$15.4 million for FY2009. Gross profit marginof this segment increased from 25.6% in FY2008 to 27.3% in FY2009, mainly due to higher number ofintegrated systems delivered during the year, which usually command a higher profit margin as a result ofmore value-added services such as design and installation.

Gross profit from rendering of services decreased by approximately S$0.1 million or 6.3% fromapproximately S$1.6 million for FY2008 as compared to approximately S$1.5 million for FY2009. Grossprofit margin of this segment decreased from 19.8% in FY2008 to 12.4% in FY2009 due mainly to theincrease in salaries, wages and bonuses as a result of higher net profit achieved in FY2008.

Gross profit from airtime revenue increased by approximately S$0.5 million or 166.7% from approximatelyS$0.3 million for FY2008 as compared to approximately S$0.8 million for FY2009. Gross profit margin ofthis segment increased from 22.5% in FY2008 to 31.3% in FY2009 due to bulk discounts obtained fromour suppliers of airtime as a result of a higher volume of airtime purchased.

Other income

Our other income increased by approximately S$0.4 million or 50.0% from approximately S$0.8 million forFY2008 as compared to approximately S$1.2 million for FY2009, mainly due to increase in grantsreceived of approximately S$0.1 million, increase in foreign exchange gain of approximately S$0.3 milliondue to exchange rates movement and increase in sundry income of approximately S$0.2 million duemainly to a one-time introducer fee earned during the financial year, offset by the absence of a gain ondisposal of investment property of approximately S$0.2 million. We did not record any rental income aswe had sold our sole investment property in FY2008.

Distribution costs

Our distribution costs decreased by approximately S$1.3 million or 19.4% from approximately S$6.7million for FY2008 to approximately S$5.4 million for FY2009, mainly due to decrease in salaries andbonuses of sales, marketing and support staff by approximately S$1.0 million, decrease in travelling andtransportation expenses by approximately S$0.2 million, and decrease in advertising and promotionexpenses and entertainment expenses by approximately S$0.1 million.

Such decreases are due to overall decrease in sales and marketing activities during the financial yearand decrease in the number of sales and distribution staff for FY2009 compared to FY2008.


Our general and administrative expenses increased by approximately S$0.7 million or 18.4% fromapproximately S$3.8 million for FY2008 as compared to approximately S$4.5 million for FY2009, mainlydue to an increase in salaries and bonuses of management, accounts and administrative staff includingDirectors’ remuneration and employee benefits of approximately S$0.4 million, an increase in bankcharges of approximately S$88,000, an increase in telephone and postage expenses of approximatelyS$34,000, an increase in rental of offices of approximately S$36,000 and an increase in insuranceexpenses of approximately S$51,000. These increases were offset by the decrease in our generalexpenses of approximately S$21,000.

The increase in salaries and bonuses of management, accounts and administrative staff includingDirectors’ remuneration and employee benefits was due mainly to salary increments and higher bonusesfor FY2009 as a result of better financial performance achieved during FY2009. The increase in bankcharges was due to the increased number of bank transactions in line with the increased volume of oursales and purchases of goods. The increase in telephone and postage expenses was in line with the

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increased business activities for FY2009. Rental of offices increased as a result of higher rental rates forthe office spaces occupied by our Group. The increase in insurance expenses was due to more coveragerequired due to the increase in the number of employees employed as well as new policies taken up forFY2009 such as the business guard insurance.

Other expenses

Other expenses increased by approximately S$0.5 million or 100.0% from approximately S$0.5 million forFY2008 as compared to approximately S$1.0 million for FY2009.

This was mainly due to increase in allowance for doubtful receivables of approximately S$0.2 million andincrease in allowance for inventory obsolescence of approximately S$0.3 million for FY2008.

Finance costs

Our finance costs increased by approximately S$22,000, or 9.7% from approximately S$226,000 forFY2008 as compared to approximately S$248,000 for FY2009, mainly due to the higher amount ofinterest on trust receipts incurred as a result of higher effective interest rates for the year.

Income tax expense

Our income tax expense increased by approximately S$0.6 million or 75.0% from approximately S$0.8million for FY2008 as compared to approximately S$1.4 million in FY2009 in line with the higher profitreported in FY2009.

Our effective tax rate for FY2009 was 17.7% compared to 19.3% for FY2008.

REVIEW OF FINANCIAL POSITION

Non-current assets

As at 31 March 2009, our non-current assets amounted to approximately S$1.6 million or 4.5% of ourtotal assets and comprise of plant and equipment of approximately S$0.6 million, available-for-salefinancial assets of approximately S$0.7 million, investments in associates of approximately S$0.1 millionand other receivables of approximately S$0.2 million.

Our plant and equipment consist mainly of computers, office equipment, furniture and fittings, motorvehicles and plant and machinery. Our available-for-sale financial assets consist of our 10% interest inGuangyuan Communication and Navigation, 10% interest in Penta Electromec and 5% subscription ofconvertible bond in e-MLX.

Our investments in associates consist of investments in Jason Thailand of S$32,633, Sing PartnersMarine of S$20,000 and iProMar of S$50,000. Our other receivables consist of the outstanding balanceof an advance to a staff of our Group.

Please refer to the section entitled “General Information on Our Group – History” in this Offer Document,for details on our Group’s investments in the companies above.

Current assets

Our current assets comprise of inventories, trade and other receivables and cash and cash equivalents.

As at 31 March 2009, current assets amounted to approximately S$34.6 million or 95.5% of our totalassets. Trade and other receivables was the largest component of our current assets, accounting forapproximately S$16.3 million, while inventories accounted for approximately S$10.1 million and cash andcash equivalents accounted for approximately S$8.2 million of our current assets.

Current liabilities

Our current liabilities comprise of trade and other payables, current portion of finance lease payables,bank borrowings and current income tax payable.

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As at 31 March 2009, current liabilities amounted to approximately S$21.2 million or 99.4% of our totalliabilities. Trade and other payables accounted for approximately S$15.4 million, current portion of ourfinance lease payables accounted for approximately S$0.1 million, bank borrowings accounted forapproximately S$4.3 million which comprise entirely of trust receipts and current income tax payableaccounted for approximately S$1.4 million, of our total current liabilities.

Non-current liabilities

As at 31 March 2009, non-current liabilities amounted to approximately S$0.1 million or 0.6% of our totalliabilities and comprise the non-current portion of our finance lease payables and deferred tax liabilitiesamounting to approximately S$89,000 and approximately S$45,000 respectively.

Capital and reserves

Our capital and reserves comprise mainly of share capital and accumulated profits.

As at 31 March 2009, our capital and reserves amounted to approximately S$14.9 million. Share capitalaccounted for approximately S$1.1 million while accumulated profits accounted for approximately S$13.8million of our total capital and reserves.

LIQUIDITY AND CAPITAL RESOURCES

Over the period under review, our Group has financed its working capital, capital expenditure and othercapital requirements through a combination of funds generated from our operating activities,shareholders’ equity and bank and other borrowings.

As at 31 July 2009, we had an aggregate net cash surplus of approximately S$8.8 million and availablecredit facilities of approximately S$9.3 million, of which approximately S$5.2 million was unutilised.

Our Directors are of the opinion that after taking into account the cash flows generated from our Group’soperations, our Group’s banking facilities and our Group’s existing cash and cash equivalents, theworking capital available to our Group as at date of lodgement of this Offer Document is sufficient forpresent requirements and for at least 12 months after the listing of our Company on the Catalist.

Our Sponsor is of the reasonable opinion that, having regard to the above, after having made due andcareful enquiry and after taking into account the cash flows generated from our Group’s operations, ourGroup’s banking facilities and our Group’s existing cash and cash equivalents, the working capitalavailable to our Group as at the date of lodgement of this Offer Document is sufficient for its presentrequirements and for at least 12 months after the listing of our Company on the Catalist.

A summary of our combined cash flow statements for FY2007, FY2008 and FY2009 is set out below. Thefollowing net cash flow summary should be read in conjunction with the full text of this Offer Document,including the Independent Auditors’ Report as set out in Appendix A of this Offer Document.


Net cash from operating activities 1,323 5,855 2,448Net cash (used in)/from investing activities (176) 610 (696)Net cash used in financing activities (169) (5,215) (332)

Net change in cash and cash equivalents 978 1,250 1,420Cash and cash equivalents at beginning of financial year 3,769 4,747 5,997

Cash and cash equivalents at end of financial year 4,747 5,997 7,417

Cash and cash equivalents comprise the following:Cash and cash equivalents on combined balance sheets 5,559 6,765 8,209Fixed deposits pledged (812) (768) (792)

Cash and cash equivalents included in the combined cash flow statements 4,747 5,997 7,417

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FY2007

Net cash from operating activities

In FY2007, we generated net cash from operating activities before working capital changes ofapproximately S$2.3 million. Net cash used in working capital amounted to approximately S$0.8 millionmainly due to increase in inventories of approximately S$2.5 million as we are required by some of ourprincipal suppliers to maintain certain level of spare parts and increase in trade and other receivables ofapproximately S$1.3 million, in line with the increase in revenue. These were offset by the increase intrade and other payables of approximately S$2.1 million and increase in trust receipts of approximatelyS$0.9 million. After payment of income tax of approximately S$0.2 million, the net cash generated fromoperating activities amounted to approximately S$1.3 million.

Net cash used in investing activities

Net cash used in investing activities of approximately S$0.2 million was mainly for acquisition of plant andequipment and investment in an associate, Jason Thailand, of approximately S$0.2 million and S$26,000respectively, offset by interest received of approximately S$48,000.

Net cash used in financing activities

Net cash used in financing activities of approximately S$0.2 million was due to repayment of obligationsunder finance leases of approximately S$29,000, the release of fixed deposits pledged with a bank ofapproximately S$0.1 million and interest payments of approximately S$0.3 million respectively.

FY2008


In FY2008, we generated net cash from operating activities before working capital changes ofapproximately S$4.8 million. Net cash generated from working capital amounted to approximately S$1.3million was mainly due to the increase in trade and other payables of approximately S$6.2 million andincrease in trust receipts of approximately S$3.0 million offset by the increase in inventories ofapproximately S$2.2 million in anticipation of increasing demand from our customers for the marineelectronics equipment we supply and increase in trade and other receivables of approximately S$5.7million in line with the increase in our revenue. After payment of income tax of approximately S$0.3million, the net cash generated from operating activities amounted to approximately S$5.8 million.

Net cash from investing activities

Net cash from investing activities of approximately S$0.6 million was mainly due to the proceeds fromdisposal of investment property at 2 Alexandra Road, #07-06 Delta House, Singapore 159919, ofapproximately S$1.0 million and interest received of approximately S$36,000 which was offset by thepurchase of plant and equipment, investments in associates, namely Sing Partners Marine and iProMar,and available-for-sale financial assets of approximately S$0.3 million, S$61,000 and S$42,000respectively.

Net cash used in financing activities

Net cash used in financing activities of approximately S$5.2 million was due to repayment of obligationsunder finance leases of approximately S$32,000, payment of dividend of S$5.0 million and interest paidof approximately S$0.2 million, offset by the release of fixed deposit pledged with a bank of approximatelyS$43,000 and proceeds from issuance of shares of S$2.

FY2009


In FY2009, we generated net cash from operating activities before working capital changes ofapproximately S$9.0 million. Net cash used from working capital amounted to approximately S$5.7million mainly due to the increase in inventories of approximately S$1.4 million in anticipation of thecontinual demand from our customers for the marine electronics equipment we supply, increase in tradeand other receivables of approximately S$2.8 million in line with increase in our revenue and decrease intrust receipts of approximately S$2.4 million, which was offset by the increase in trade and other payablesof approximately S$0.9 million. After payment of income tax of approximately S$0.8 million, the net cashgenerated from operating activities amounted to approximately S$2.5 million.

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Net cash used in investing activitiesNet cash used in investing activities of approximately S$0.7 million was mainly due to the purchase ofplant and equipment, investments in available-for-sale financial assets and additional investment in ourassociate, namely Jason Thailand of approximately S$0.2 million, S$0.5 million and S$16,000respectively, which was offset by proceeds from disposal of plant and equipment of approximatelyS$14,000 and interest received of approximately S$49,000.

Net cash used in financing activitiesNet cash used in financing activities of approximately S$0.3 million was due to repayment of obligationsunder finance leases of approximately S$61,000, interest payment of approximately S$0.2 million andincrease in fixed deposit pledged with a bank of approximately S$23,000.

CAPITAL EXPENDITURES, DIVESTMENTS AND COMMITMENTS

Capital Expenditures and Divestments

Capital expenditures and divestments made by our Group in FY2007, FY2008, FY2009 and for the periodfrom 1 April 2009 to the Latest Practicable Date were as follows:

1 April 2009to the Latest

FY2007 FY2008 FY2009 Practicable Date($’000) ($’000) ($’000) ($’000)

ExpendituresPlant and equipment 198 353 314 68

DivestmentsPlant and equipment – – 36 2

The above capital expenditures were financed by hire purchase facilities from financial institutions andinternally generated funds.

Capital Commitments

As at the Latest Practicable Date, there were no capital commitments made by our Group.

Operating lease commitments

As at Latest Practicable Date, we have operating lease payment commitments as follows:

S$’000

Not later than one year 255Later than one year but not later than five years 23

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Our operating lease commitments comprise rent payable by our Group for the leased properties asdisclosed in the section entitled “General Information on Our Group – Properties and Fixed Assets” of thisOffer Document.

We intend to finance the above operating lease commitments by internally generated funds.

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FOREIGN EXCHANGE MANAGEMENT

Accounting treatment of foreign currencies

The accounting records for the companies in our Group are maintained in their respective functionalcurrencies. Our reporting currency is in S$. Our Group transacts mainly in S$, US$ and Euro.

Transactions in foreign currencies are recorded in S$ using exchange rates approximating thoseprevailing at the transaction dates. Foreign currency monetary assets and liabilities at the balance sheetdate are translated into S$ at exchange rates approximating those prevailing at that date. All resultantexchange differences are dealt with through the combined income statements.

The percentage of our revenue and purchases denominated in different currencies were as follows:

FY2007 FY2008 FY2009% % %

Percentage of revenue denominated inS$ 54.6 55.7 54.3US$ 37.2 37.3 39.1EUR 7.2 5.5 5.3Others 1.0 1.5 1.3

Percentage of purchases denominated inS$ 14.8 13.1 11.7US$ 21.8 29.8 32.9EUR 48.3 41.9 40.9Others 15.1 15.2 14.5

To the extent that our revenue, purchases and expenses are not naturally matched in the same currencyand to the extent that there are timing differences between invoicing and collection or payment, we will beexposed to potential adverse fluctuations of the various currencies against the S$, which would adverselyaffect our earnings.

At present, we do not have any formal policy for hedging against foreign exchange exposure. We have inthe past used financial hedging instruments to manage our foreign exchange risk from time to time. Wewill continue to monitor our foreign exchange exposure and may selectively employ hedging instrumentsto manage our foreign exchange exposure should the need arises based on the following guidelines andprocedures:

(a) Any foreign exchange contracts used will be solely to manage our Group’s exposure to foreignexchange risks by minimising the impact of foreign exchange fluctuations and not for speculativepurposes; and

(b) Foreign exchange contracts are approved by our authorised signatories, which require the jointapproval of one of our Executive Directors and one of our Executive Officers.

Any adoption of a formal hedging policy in the future will require the approval of our Board and ourhedging policies will be subject to review by and approval from our Audit Committee.

Our net foreign exchange gains for FY2007, FY2008 and FY2009 were as follows:

FY2007 FY2008 FY2009

Net foreign exchange gains (S$’000) 47 236 543As a percentage of revenue (%) 0.12 0.40 0.77As a percentage of PBT (%) 2.46 5.71 7.00

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CHANGE IN SIGNIFICANT ACCOUNTING POLICIES

There has been no significant change in the accounting policies of our Group from FY2007 to FY2009.Please refer to the section entitled “Summary of Significant Accounting Policies” in the IndependentAuditors’ Report as set out in Appendix A of this Offer Document, for details on our Group’s accountingpolicies.

CAPITALISATION AND INDEBTEDNESS

The following table shows our cash and cash equivalents and capitalisation and indebtedness:

(a) on an actual basis as at 31 March 2009;

(b) based on our management accounts as at 31 July 2009; and

(c) based on our management accounts as at 31 July 2009, as adjusted to give effect theRestructuring Exercise, the Share Split, the issue of 16,000,000 New Shares pursuant to theInvitation and application of the net proceeds from the Invitation (“As Adjusted”).

You should read this table in conjunction with the Independent Auditors’ Report as set out in Appendix Aof this Offer Document and the related notes under the section entitled “Management’s Discussion andAnalysis of Financial Position and Results of Operations” of this Offer Document.

Based on management

Based on accounts Actual basis management as at 31 July

as at 31 accounts as at 2009 and March 2009 31 July 2009 As Adjusted

(S$’000) (S$’000) (S$’000)

Cash and cash equivalents 8,209 12,037 14,097

Current liabilities Finance lease payables 72 73 73Bank borrowings 4,284 3,136 3,136

4,356 3,209 3,209

Non-current liabilitiesFinance lease payables 89 64 64

Total indebtedness 4,445 3,273 3,273

Total shareholders’ equity 14,855 16,376 18,436

Total capitalisation and indebtedness 19,300 19,649 21,709

As at 31 March 2009, our total secured short term borrowings amounted to approximately S$4.4 million inaggregate, comprising trust receipts of approximately S$4.3 million and the current portion of financelease payables of approximately S$72,000, while our total secured long term borrowings comprising thenon-current portion of finance lease payables amounted to approximately S$89,000. Trust receipts bearinterest ranging from 2.06% to 6.75% per annum for FY2009. The effective interest rates for the financelease obligations ranged from 4.74% to 6.09% per annum for FY2009. Obligations under finance leasesare secured by the lessors’ title to the leased assets, which will revert to the lessors in the event of defaultby us. Trust receipts are secured by certain fixed deposits with banks and personal guarantees given byour Executive Directors and/or their Associates and/or collaterals. Please refer to the section entitled“Interested Person Transactions – Present and On-Going Interested Person Transactions” of this OfferDocument for details.

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As at 31 July 2009, our total secured short term borrowings amounted to approximately S$3.2 million inaggregate, comprising trust receipts of approximately S$3.1 million and the current portion of financelease payables of approximately S$73,000, while our total secured long term borrowings comprising thenon-current portion of finance lease payables amounted to approximately S$64,000. Trust receipts bearinterest ranging from 1.91% to 3.82% per annum for the period between 1 April 2009 and 31 July 2009.The effective interest rates for the finance lease obligations ranged from 4.74% to 6.09% per annum forthe period between 1 April 2009 and 31 July 2009. Obligations under finance leases are secured by thelessors’ title to the leased assets, which will revert to the lessors in the event of default by us. Trustreceipts are secured by certain fixed deposits with banks and personal guarantees given by our ExecutiveDirectors and/or their Associates and/or collaterals. Please refer to the section entitled “Interested PersonTransactions – Present and On-Going Interested Person Transactions” of this Offer Document for details.

Save as disclosed above, since 1 August 2009 to the Latest Practicable Date, there were no materialchanges in our total capitalisation and indebtedness, except for changes in our accumulated profitsarising from the day-to-day operations in the ordinary course of our business.

Save for a corporate guarantee provided by Jason Electronics to our subsidiary, Jason Asia for treasuryfacility, trade facilities and clean import loan amounting to approximately S$0.6 million and performanceguarantees amounting to approximately S$0.5 million, we do not have any other contingent liabilities as at31 July 2009. Please refer to the section entitled “Interested Person Transactions – Present and On-Going Interested Person Transactions” of this Offer Document, for further information.

As at the Latest Practicable Date, to the best of our Directors’ knowledge and belief, we are not in breachof any of the terms and conditions or covenants associated with any credit arrangement or bankborrowings which could materially affect our financial position or financial results or business operations.

Save as disclosed above, we have no other borrowings or indebtedness in the nature of borrowingsincluding bank overdrafts and liabilities under acceptances (other than normal trading credits) oracceptance credits, mortgages, charges, finance lease commitments, guarantees or other materialcontingent liabilities as at 31 July 2009.

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GENERAL INFORMATION ON OUR GROUP

HISTORY

Our Company was incorporated in Singapore on 9 September 2007 under the name “Jason MarineGroup Pte. Ltd.” as a private limited company under the Companies Act. On 16 September 2009, ourCompany was converted into a public company limited by shares and our name was changed to “JasonMarine Group Limited”. In conjunction with the listing of our Company on the Catalist, the RestructuringExercise was undertaken by our Company. Pursuant to the Restructuring Exercise, our Company becamethe ultimate holding company of our subsidiaries, Jason Electronics, Jason Asia, Jason Venture, JasonElektronik, Jason Shanghai and PT Jason and our associated companies, Jason Thailand, iProMar andSing Partners Marine.

Our history dates back to 1976, when our founder, Foo Chew Tuck, established a sole-proprietorship bythe name of Jason Electronics to provide repair services for marine electronics equipment on boardvessels in Singapore. In 1978, Jason Electronics was incorporated to carry on the said repair servicesbusiness. In the same year, Jason Electronics began to supply marine electronics equipment as part of itsbusiness.

In the early 1980s, despite our limited operating history, we managed to further expand our business byacquiring the distributorship of two renowned international marine electronics products providers, namely,Anritsu Electronic Works, Ltd and Shipmate AS of Denmark. Under such distributorship arrangements, wewere appointed as their representative and non-exclusive distributors for distributing their marinecommunication and navigation products in Singapore.

As our business expanded, Jason Electronics purchased the factory premises at 2 Alexandra Rd, #07-06Delta House, Singapore 159919 in 1981 for warehousing and distribution operations purposes.

In the early 1990s, as part of our efforts to streamline our business and to focus on businesses that yieldhigher profit margin and return on investment, we decided to reposition ourselves as a one-stop solutionprovider of marine communication, navigation and automation systems for our customers. In March 1991,we secured our first contract to design, install and integrate a wide range of products and systems for ourcustomers’ marine electronics needs. We have since focused on growing this business, as it providedmore scope for revenue and profitability growth.

To accommodate our increasing business volume, in 1996, we shifted our headquarters and warehousesto Blk 194 Pandan Loop #06-03/04/05/06, Pantech Business Hub, Singapore 128383, which have acombined area of 9,214 sq ft.

In view of our success in Singapore and leveraging on our experience in the marine electronicsequipment business, we decided to penetrate into new markets in the South East Asia region. InDecember 1997, we set up our first representative office in Jakarta, Indonesia and in July 1999, oursecond representative office was established in Shanghai, the PRC. Our representative offices act as themarketing arm of our Group in the respective countries.

As part of our plans to capitalise on the emerging business opportunities for business growth andexpansion, our subsidiary, Jason Asia (then known as Skanti Asia Pte Ltd) was set up in December 1997to carry on the business of distributing the products of Skandinavisk Teleindustri SKANTI A/S.

In the late 1990s, we became an established distributor after we successfully acquired distributorships ofseveral other global brands of marine electronics products such as Seatel (appointed in 1998), Thrane &Thrane (appointed in 1999) and Raytheon Anschütz (appointed in 1999).

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In 2000, we were accredited the certified service centre for Thrane & Thrane in Singapore and theauthorised service centre for Raytheon Anschütz in the PRC to provide maintenance and after-salessupport services to our customers who have purchased their products. This presented an excellentopportunity for us to grow our customer base and at the same time, provided us with a steady stream ofincome. Being a certified or authorised service centre for major brands provides an added advantage tous in terms of attracting and retaining customers who prefer suppliers which are able to providemaintenance and after-sales support services of recognised quality.

In August 2002, in conjunction with the merger of Skandinavisk Teleindustri SKANTI A/S and SP RadioAS and in line with our focus on the marine automation business, Skanti Asia Pte Ltd changed its nameto Jason Asia. In 2004, Jason Asia successfully acquired the distributorship of marine automationproducts from Samsung Heavy Industries Co Ltd.

In line with our growth, between July 2004 and February 2008, we increased our office and warehousingarea by renting an additional 8 units at Pandan Business Hub at #04-04, #04-21, #05-03, #05-04, #05-07,#05-27 (partial), #06-01 and #06-02, with a combined area of approximately 11,980 sq ft.

In May 2006, we set up a representative office in Vietnam which was closed in August 2008.

In line with our expansion strategies, in March 2007, we acquired 14,700 shares (partially paid-up at25%) representing a 49% stake in Jason Thailand from Jason Harvest and Tan Lian Huat for anaggregate consideration of approximately S$17,068. In September 2008, in response to Jason Thailand’scall for an additional contribution from each shareholder to increase its paid-up share capital from 25% to50%, Jason Electronics contributed approximately S$15,565 to the paid-up share capital of JasonThailand.

In April 2007, Sing Partners Marine was incorporated in Singapore for the purposes of providing shiprepair and marine services and other support activities in the PRC. Jason Electronics holds 20% of theissued share capital of Sing Partners Marine.

In September 2007, Jason Electronics (as the vendor) entered into a contract with JE Holdings (as thepurchaser) to sell the investment property located at 2 Alexandra Rd, #07-06 Delta House, Singapore159919 for a cash consideration of S$950,000.

In November 2007, as part of our strategy to diversify our market, Jason Venture entered into anagreement to invest in a 10% stake in Penta Electromec at a purchase consideration of INR1,100,324(approximately S$41,902). Penta Electromec is a company established in India and is principally engagedin the provision of electrical and electronics equipment solutions to the marine industry.

In December 2007, iProMar was incorporated in Singapore. Formed under International EnterpriseSingapore’s International Partners Programme, iProMar, which is an acronym for “International Processand Marine Consortium”, will focus on providing a suite of turnkey engineering, procurement andconstruction services as well as supply chain solutions for the downstream offshore oil & gas industryand offshore and marine industries in the Middle Eastern markets. Jason Venture holds 25% of theissued share capital in iProMar.

In September 2008, with a view to making inroads into the Korean markets, Jason Venture entered intoan agreement with e-MLX and Ung Gyu Kim pursuant to which Jason Venture has the right to invest upto a 29% stake in e-MLX for a maximum amount of KRW2,000,000,000 (approximately S$2.3 million). Atthe same time, Jason Venture invested in e-MLX by subscribing for its convertible bonds with anaggregate principal amount of KRW345,000,000 (approximately S$0.4 million), which will, uponconversion, represent an approximately 5% stake in e-MLX. e-MLX is a company incorporated in Koreaand is principally engaged in hydrography and navigation by the production, distribution and application ofelectronic navigational charts, navigational equipment and aids to navigation for safe and soundnavigation.

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In November 2008, PT Jason was established in Indonesia to carry on the business of import trading andmanagement and business consulting services in Indonesia. As at the Latest Practicable Date, PT Jasonhas not commenced operations.

In January 2009, Jason Venture acquired 10% of the equity interest in Guangyuan Communication andNavigation at a cash consideration of approximately S$204,179. Guangyuan Communication andNavigation, a company established in the PRC, is principally engaged in the installation, testing,maintenance, assembly and sales of, and the provision of technical consultation of, the marinecommunication, navigation and electronics equipment in the PRC and overseas.

In January 2009, in line with our regional expansion efforts and our growing business in the PRC, JasonShanghai, a wholly foreign-owned enterprise, was established in the PRC to replace our representativeoffice in Shanghai and to carry on the business of sales and servicing of marine electronics systems inthe PRC. Jason Shanghai commenced operations in September 2009.

INDUSTRY VALUE CHAIN

The marine electronics industry comprises mainly of communication, navigation and automation systems.

Our Directors believe that the distribution and installation value chain in the marine electronics industryvalue chain can be segmented as follows:

Characteristically, the equipment brand owners, such as Thrane & Thrane, Raytheon Anschütz, Seatel,Navico and Jotron, design, develop and manufacture their own products in the fields of marinecommunication, navigation and automation. These equipment brand owners cum manufacturers supplythe navigation, communication and automation equipment to the main distributors in their respectiveregions.

The main distributors will either sell the equipment to the end users directly or through the sub-distributors indirectly. The end users will then engage system designers and installers to design thesystem and/or install the equipment. The service and maintenance providers will be engaged by the endusers to perform regular operational, maintenance, upgrading and repair services when the need arises.As a provider of integrated solutions, we perform all of the foregoing roles in the industry value chain, i.e.from main distributor, sub-distributor (where we are not the main distributor of a specific brand), systemdesigner and installer to maintenance and service provider.

Equipment Brand Owners / Manufacturers

Main Distributors

Sub-distributors System Designers and Installers

Servicing & Maintenance

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Alternatively, the end users may prefer to engage providers of integrated solutions such as us to design,supply, install and provide maintenance and services for their marine electronics systems.

BUSINESS OVERVIEW

We are one of the leading providers of integrated solutions of a wide range of marine communication,navigation and automation systems based in Singapore.

Our core business activities include: (a) the design, supply, integration, installation, testing andcommissioning of marine communication, navigation and automation systems and (b) the provision ofmaintenance and support services for these systems. As we steer towards being a one-stop provider ofintegrated solutions, we also provide our customers with satellite airtime services.

Founded in Singapore, we have expanded our presence into the PRC and the South East Asia region incountries such as Malaysia, Thailand and Indonesia. With our regional presence, we are able to providebetter service to our customers located in the region and to further expand our customer base.

Our customers are predominantly international customers from the marine and offshore oil & gasindustries. We are able to deploy our capabilities and expertise to service customers locally andinternationally, depending on the location of their marine vessels. In FY2009, we had over 1,000customers whom we have recorded sales with.

We have also established partnerships with internationally renowned manufacturers such as RaytheonAnschütz, Thrane & Thrane, Seatel, Navico, Federal Signal, Samyung and Koden, which allow us to offerbest-of-breed solutions to our customers.

We set out below a detailed description of each of our businesses:

A. Sale of marine communication, navigation and automation systems

We design, supply, integrate, install and commission a comprehensive range of radio and satellitecommunication, navigation and marine automation systems to our customers.

The projects that we undertake are varied, ranging from the supply and installation of a simple VHFradio device to the design, supply, integration, installation, testing and commissioning of a completeintegrated bridge system.

As we represent several internationally renowned manufacturers for marine communication,navigation and automation products including Raytheon Anschütz, Thrane & Thrane, Seatel,Navico, Jotron, Federal Signal, Samyung and Koden, we offer our customers a wide range ofequipment to cater for their operational requirements and budget.

Broadly, our services can be categorised into the following segments:

(a) Communication

The marine communication equipment and systems that we sell are typically used for voicecommunication, data transfer and internet connection. Our communication systems alsoinclude intercom, public address and general alarm (“PAGA”) applications.

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We depict below a diagrammatic description of a typical communication system that wedesign, supply and install:

Legend

(1) Fleet 77 is a satellite equipment that provides seamless communication coverage on most parts of the world,giving users access to all fleet services which include phone, facsimile, e-mail and internet.

(2) MF/HF radios allow direct voice communication by means of medium / high radio frequencies. They havebeen designed and developed to cope with the demand for reliable communication equipment under toughconditions at sea.

(3) Inmarsat Mini C (“INM-C”) system consists of a combination of antenna and built-in transceiver, antennacable, message terminal, keyboard, power supply unit and remote alarm. It enables users to send short datamessages, facsimiles, and telex via Inmarsat satellites around the world.

(4) VHF Radio is used for a wide variety of purposes, including the summoning of rescue services andcommunication with harbours and marinas. For further information, please refer to the section entitled“Glossary of Technical Terms” of this Offer Document.

(5) Mini M is an economical version of Inmarsat Mini C used by small boat owners. It has similar functions as theInmarsat Mini C.

(6) Portable VHF radios (very high frequency portable radios) are used on board vessels for crews tocommunicate within the vessel (for example, from wheelhouse to deck). For further information, please referto the section entitled “Glossary of Technical Terms” of this Offer Document.

(7) The SART is used in rescue operations to locate vessels in distress. For further information, please refer tothe section entitled “Glossary of Technical Terms” of this Offer Document.

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(b) Navigation

The marine navigation equipment and systems that we sell are designed to determine avessel’s position and direction, and to control the movement of the vessel from one place toanother.

We depict below a diagrammatic description of a typical navigation system that we design,supply and install:

Legend

(1) A radar system consists of a scanner with radiator, antenna cable and display unit. With the aid of radar, anavigator will be able to identify both moving objects (for example, vessels in the surrounding of up to 24nautical miles or more, depending on the type of radar) and fixed objects (for example, land mass) easily.Radar also has anti-collision aids to alert navigators prior to any accident. For further information, please referto the section entitled “Glossary of Technical Terms” of this Offer Document.

(2) AIS is a system used by ships and vessel traffic services principally for identifying and locating vessels. Forfurther information, please refer to the section entitled “Glossary of Technical Terms” of this Offer Document.

(3) An echo sounder consists of a transducer (with cable connected to a display in the wheelhouse) mounted atthe bottom of the hull. This equipment has the ability to indicate the depth of the sea bed and also helps todetect objects under the water. For further information, please refer to the section entitled “Glossary ofTechnical Terms” of this Offer Document.

(4) An autopilot is connected to a compass. The navigator will be able to set way points that enable vessels tosail from one point to the other without the navigator having to be at the steering wheel all the time. Forfurther information, please refer to the section entitled “Glossary of Technical Terms” of this Offer Document.

(5) A GPS uses satellite signals in the orbit to calculate the vessel’s position in terms of latitude and longitude (tothe nearest 25m or better). For further information, please refer to the section entitled “Glossary of TechnicalTerms” of this Offer Document.

(6) The Gyro Control Unit is part of the gyrocompass which is a compass that finds true north by using anelectrically powered fast-spinning wheel and friction forces in order to exploit the rotation of the Earth. Forfurther information, please refer to the section entitled “Glossary of Technical Terms” of this Offer Document.

(7) A Weather Fax Receiver (weather facsimile receiver) receives weather information from weather stations. Forfurther information, please refer to the section entitled “Glossary of Technical Terms” of this Offer Document.

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(c) Automation

We offer an array of functionally advanced and user-friendly solutions designed formonitoring and controlling the ship’s mechanical and electronics systems and machinery,which may include applications from small stand-alone alarm systems to fully integratedcontrol systems which include ballast control and power management.

We depict below a diagrammatic description of a typical marine automation system that wedesign, supply and install:

Legend

The diagram above depicts an integrated alarm, control and monitoring system. It is a system which monitors andcontrols all technical processes on board vessels. The system can be adapted to all types of cargo ships and megayachts.

We derived approximately 80.0%, 83.5% and 79.8% of our revenue from the sale of marinecommunication, navigation and automation systems in FY2007, FY2008 and FY2009 respectively.

B. Provision of maintenance and support services

(a) Maintenance Services

Once a system is commissioned and handed over to our customers, the system’s warrantyperiod commences. The system’s warranty is typically valid for one year, although the actualduration may vary depending on the contractual arrangement with our customers and/orsuppliers. During the warranty’s validity period, we provide on-site or remote support to ourcustomers.

After the expiry of the system’s warranty period, we may continue to provide our customerswith operational, maintenance, upgrading and repair services if required. Our maintenanceservices typically include repairs, troubleshooting and replacement of faulty parts relating tothe marine electronics equipment we supply and our integrated solutions. We may alsoprovide operational and maintenance training to our customers’ personnel if required.

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We operate a certified service centre for Thrane & Thrane in Singapore and an authorisedservice centre for Raytheon Anschütz in the PRC. As the certified and authorised servicecentres, we provide customers of these manufacturers with maintenance and repair servicesand after-sales support. To ensure that we provide a cost-effective and time-efficient service,our warehouse stocks a comprehensive range of equipment and spare parts.

(b) Support Services

We also provide statutory radio survey and annual performance test of voyage data recorderservices to our customers. We have accredited inspectors to inspect our customers’communication systems and voyage data recorders to determine if they comply with therelevant standards.

We derived approximately 17.4%, 14.1% and 16.8% of our revenue from the provision ofmaintenance and support services in FY2007, FY2008 and FY2009 respectively.

C. Resale of airtime services

In line with our provision of comprehensive solutions for marine satellite communication needs, wealso offer our customers airtime services.

Our airtime services relate to the provision of bandwidth (“airtime”) for the satellite communicationsystems distributed by us and other distributors, which is used for high quality direct-dial voice,communication, facsimile, data transfer, telex, e-mail and high-speed internet connections.

We have entered into arrangements with SingTel, Vizada S.A. and Stratos Wireless, Inc. topurchase airtime from these airtime providers as and when requested by our customers, and foronward resale to our customers at a margin.

Access to the airtime is restricted to certain equipment that is certified and approved by therelevant airtime service provider. Our customers can either procure their own communicationequipment or purchase them from us.

Our customers can subscribe for the airtime services via a fixed-plan or flexi-plan with us. Underthe fixed-plan, our customers are required to pay a fixed monthly rate to us for the use of apredetermined amount of airtime for a specified period of time. If the actual airtime used is morethan the predetermined airtime, our customers are required to pay for the excess usage. Under theflexi-plan, the subscription rate is based on the actual amount of airtime used during the month.

We derived approximately 2.6%, 2.4% and 3.4% of our revenue from the resale of airtime servicesin FY2007, FY2008 and FY2009 respectively.

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PROJECT DELIVERY PROCESS

Our business process includes pre-sales, sales engagement, contract negotiation, procurement, logisticsand project delivery.

A diagrammatic depiction of our project delivery process is as follows:

(a) Pre-Implementation Consultation

Upon signing of the contract with the customer, a project team leader is assigned to coordinatewith the relevant suppliers, representatives of the customer and our engineering and technicalpersonnel for the effective implementation of the project.

(b) Design

Based on the information from the pre-implementation consultation, we generate installationschedules as well as implementation procedures and schematic drawings according to ourcustomer’s specifications. We will then discuss the installation schedules, implementationprocedures and schematic drawings with our customers. Relevant revisions or modifications aremade according to their feedback. A comprehensive test plan and detailed system configurationare then generated.

This phase is not applicable in the case of supply of single equipment.

(c) Implementation

All hardware and software intended for the project will be first tested by our engineering andtechnical staff to ensure their functionality and suitability prior to delivery. Installation is then carriedout in accordance with the agreed installation schedule implementation procedures.

(d) Testing and Commissioning

After installation, a comprehensive test will be conducted according to the test plans and all testresults properly documented. In addition, our project team will generate migration procedures forprojects where there is an existing marine communication, navigation or automation systems in thevessels. We will then carry out system migration and update as-built drawings, if necessary, toensure that the system is in working order.

Design

Implementation

Testing and Commissioning

Handover and Acceptance

After-Sales Support

Pre-Implementation Consultation

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(e) Handover and Acceptance

The commissioning period is the period for the completion and handover of the project beforesigning off. Once the on-site installation and testing are completed, our project team will preparethe final system configuration documentation and drawings. We will then obtain our customer’sacceptance on the service report and/or acceptance certificate, which signifies their acceptance ofthe project, and handover is then complete.

In addition, we provide training for our customer’s relevant personnel to ensure that they are able tooperate their marine communication, navigation or automation systems at maximum levels ofefficiency. Our training program is customisable and comprehensive, and covers all aspects of thetheory, operation and maintenance of the marine communication, navigation or automationsystems.

(f) After-Sales Support

(i) Maintenance support

We provide maintenance support to our customers during the system’s warranty periodwhich is usually one year from the date of acceptance. Our experienced engineering staff willbe despatched to our customer’s site or vessel as and when required.

(ii) Provision of maintenance services

After the system’s warranty period expires, our customers may engage us to provide on-going maintenance services. Please refer to the sub-section entitled “Provision ofmaintenance and support services” in the section entitled “General Information on Our Group– Business Overview” of this Offer Document for further details.

MARKETING

Our marketing strategies include the following:

(a) Promotional activities

We carry out the following promotional activities, in order to expand our distribution network to newgeographical regions and to increase market penetration in the existing geographical regions whichwe cover:

(i) Magazines and other media

To enhance public awareness of our products and services, we advertise in relevantmagazines and trade journals in Singapore and overseas. We also maintain a web site,which sets out the types of services and products we offer, which is a cost-effective meansof reaching out to our customers globally.

(ii) Trade fairs, exhibitions and seminars

As part of our marketing and sales strategy, we participate in various maritime trade fairsand exhibitions in order to promote our products and services to new customers and toincrease the exposure and awareness of our products and services in the industry. Some ofthe major international regional maritime trade fairs and exhibitions that we have participatedin include Asia Pacific Maritime 2008, Boat Asia 2008 and Sea Asia 2009 which were allheld in Singapore.

Such trade fairs provide us with a platform to collate relevant technology, market informationand trends and further provide us with an opportunity to meet potential customers. Suchface-to-face meetings with our potential customers enable us to explain and demonstrate ourproducts to them more effectively as opposed to advertisement.

We also conduct seminars to inform our customers of new products.

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(iii) Product catalogues / brochures

We prepare product catalogues / brochures featuring the latest products which we supply.Such product catalogues / brochures are distributed to our customers periodically toincrease their interest and awareness in our products.

(iv) Referrals

We develop strong, long-term relationships with our customers, which often lead to referrals.Our close business relationships with our business associates (such as our suppliers) alsoallow us to obtain business via referrals.

(b) Product sourcing

We are committed to sourcing and selecting a wide and comprehensive range of marineelectronics products from renowned and reliable manufacturers in order to give our customers awider range to choose from to meet their specific requirements. We believe that our commitment todeliver high quality products and services contributes to the success of our business.

(c) Geographical presence

Our regional presence allows us to have close proximity with our overseas customers. We believethat having a regional presence is an advantage as we are able to respond to our customers,deliver our products and provide the required support services in a shorter amount of time.

(d) Authorised and certified service centres

We operate a certified service centre for Thrane & Thrane in Singapore and an authorised servicecentre for Raytheon Anschütz in the PRC. As the certified and authorised service centres, we arerequired to employ qualified engineers (who are certified by Thrane & Thrane and RaytheonAnschütz) and have a readily available supply of components and spare parts to fulfill customers’requirements in the shortest time possible. We believe that this will assist us in retaining existingcustomers and attracting new ones who value the importance of having a recognised after-salessupport services.

QUALITY ASSURANCE

We are committed to achieving the highest level of customer satisfaction possible. As a testament to ourquality commitment, we have received several awards and certifications over the years. In particular, wehave been accredited with the ISO 9000 (Quality Management System) since 1996 for sales, installationand services of marine communications and navigation equipment. It is a certification in respect of qualitymanagement and systems of specific business activities. This is a testimony to our quality managementsystem and commitment to excellent service for our customers. Please refer to the section entitled“General Information on Our Group – Awards and Achievements” of this Offer Document for furtherdetails.

We recognise that the quality of our products and services is crucial to our continued growth and wetherefore strive to ensure consistent quality in, and timely delivery of, our products and services. Wemaintain a comprehensive quality assurance programme which consists of various internal quality controlprocedures and measures at different stages of a project to ensure that high quality is maintained in ourproducts and services. Such measures include the following:

(a) Sales process

During the sales process, our sales managers / engineering and technical staff conduct a reviewprior to our commitment to provide the products and services to our customers to ensure that allthe requirements are defined and met. We also ensure that the customer’s requirements areverified in cases where the customer does not provide any documented statement of requirements.In addition, we ensure that we have the ability to meet all defined requirements to minimise anydisputes in respect of specifications.

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(b) Receipt of products

All received products are inspected for damage and to ensure that they comply with the purchaseorders. When required, our engineering and technical staff would assemble the equipment andcomponents to ensure that they comply with the specifications provided to our suppliers andconduct tests on the equipment to assess the quality and performance. Only equipment andcomponents which pass such tests may be delivered and used for integration. Equipment andcomponents with defects will be replaced by our suppliers.

(c) Implementation, testing and commissioning

We generate and conduct a comprehensive test plan to test all marine communication, navigationor automation systems and products we supply. All test results are properly documented to ensurecompliance with our customer’s requirements.

Any defects will either be re-worked or rectified by our engineering and technical staff or thedefective components will be sent back to our suppliers for rectification or replacement. Once wehave completed our internal testing satisfactorily, we will commission our systems on board thevessels. Upon successful commissioning of our systems on board the vessels, our customers areinvited on-site to carry out pre-acceptance inspection. They would visually inspect the equipment tocheck adherence to technical specifications and perform functionality tests.

(d) Handover and acceptance

The project team leaders in charge of the particular project delivery will be present to supervise allinstallations at our customers’ premises and to witness the customer’s approval on our customeracceptance certificate, which signifies their acceptance of the project. If any defects are found, wewould assist in rectification. However, defects are usually minimal at this stage as they would havebeen rectified during the earlier stages.

For new vessels, prior to the handing over of the systems, we conduct sea-trials (if necessary) withthe ship owners to ensure that the systems function properly.

(e) Feedback from customers

Upon receipt of any feedback from our customers, we will, where appropriate, implement measuresto improve our technical skills, quality control procedures and product range.

STAFF TRAINING

We believe that our staff are one of our most valuable assets and have contributed to the success of ourGroup. We place strong emphasis on staff training to equip our staff with the requisite skills andknowledge so that they will be able to perform according to their scope of work on an optimal level. Ourhuman resource department will maintain an employee file containing, inter alia, the training history andperformance appraisal for each employee in order to monitor their progress.

Our training programmes can be classified into the following four main categories:

(a) Orientation training

All new employees are required to undergo orientation programmes to familiarise themselves withour Group’s products, and corporate policies and practices. These programs are conducted in-house with emphasis on matters relating to employee conduct and discipline, housekeeping, qualityand safety awareness.

(b) Technical training

Technical training is aimed at providing our employees with the necessary skills and knowledge fortheir respective job functions to ensure that their performance attains our desired standards and tocomply with the terms of our distribution agreements (where applicable).

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We believe that the technical competence and product knowledge of our employees areinstrumental in maintaining our competitive position. We provide regular training, either locally oroverseas, for our engineering and technical staff to keep them abreast of the latest trends,regulations and international conventions, product knowledge and new technologies in marineequipment, particularly in the areas of electronics, communication, navigation and automationsystems of vessels.

(c) On-the-job training

On-the-job training reinforces the technical training our staff undergo and is managed by theemployees’ immediate supervisors. Immediate supervisors will closely monitor individual staff andimpart practical skills and working knowledge necessary for them to perform their tasks accordingto the required performance standards. Such on-the-job training ranges from product knowledge,equipment operation and quality assurance for our technical staff to product knowledge and salesmanagement for our sales and marketing staff.

(d) Continuing education

To stay competitive at all times and to ensure that our employees keep abreast of new productsand development in our industry, we send selected employees to participate in seminars,conferences and training courses from time to time.

As most of our in-house training was conducted internally, the amount incurred in relation to staff trainingover the past three financial years has not been significant.

AWARDS AND ACHIEVEMENTS

As a testament to our commitment to quality, our Group has received several awards and achievementsover the years, some of which are set out below:

Year Award Awarding institution(s)

1996 Accreditation of ISO 9002:1994 Quality System.Scope of certification: sales, installation and servicesof marine communications and navigational equipment

2000 Singapore SME 500 (Sales ranked 148, Net Profitranked 47)

2002 Singapore Quality Class

Accreditation of ISO 9001: 2000 Quality ManagementSystem. Scope of certification: sales, installation andservices of marine communications and navigationalequipment

Singapore SME 500 (Sales Ranked 218, Net ProfitRanked 71)

2004 Singapore Health Award (Bronze)

Ranked 33rd in the Enterprise 50 Award competition

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Det Norske Veritas

DP Information Network Pte Ltd

Spring Singapore

Det Norske Veritas


Health Promotion Board

Jointly organised by Accentureand The Singapore BusinessTimes, with the support from theEDB and International EnterpriseSingapore

Year Award Awarding institution(s)

The Singapore Family Friendly Employer Award 2004(Certificate of Merit)

Certificate for Employers – in recognition ofcommendable contribution towards National Service

Singapore SME 500 (Sales Ranked 177, Net ProfitRanked 117)

2005 Singapore Health Award (Silver)

Certificate for achieving the requirements of theSPRING standard on Business ContinuityManagement

2006 Singapore Health Award (Silver)

Award For Employers - in recognition of outstandingcontribution towards National Service

2007 The Home Team NS Awards for Employers – Inrecognition of outstanding contribution towardsnational service

2009 Accreditation of ISO 9001:2000 Management System.Scope of certification: design, sales, installation andservices of marine communications and navigationequipment

INSURANCE

We have purchased certain insurance policies to cover our operational, human resource and fixed assetrisks, including:

Operational risks

(a) Comprehensive general liability in respect of damages arising from accidental bodily injury(including death or disease) to any person or accidental loss or damage to property in connectionwith our business; and

(b) Business guard first policy in respect of claims and/or inquiries made against us and some of ourdirectors and employees.

Human resource risks

(a) Group life and individual life for the medical needs of our employees;

(b) Business travel insurance for any mishaps that may occur to some of our employees while away onbusiness; and

(c) Workmen’s compensation and personal accident for any mishap that may occur to any of ouremployees during the course of their work.

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Jointly organised by the Ministryof Community Development andSports, Ministry of Manpower,Singapore National EmployersFederation and NTUC

Ministry of Home Affairs



Spring Singapore




Det Norske Veritas

Fixed assets risks

(a) Fire and business burglary for our buildings, fixtures, fittings, stock, material, machinery and allother contents within our business premises that may be damaged or lost due to fire or burglary;and

(b) Machinery (all risks) for any unforeseen and sudden physical loss or damage from any cause otherthose specifically excluded in the master insurance policies for certain equipment.

We perform an annual review on the insurance coverage to ensure that it adequately satisfies bothregulatory and business requirements, and may increase the coverage if we deem it necessary andappropriate.

We have not experienced any difficulties obtaining or renewing our insurance policies, or realising claimsunder any of our insurance policies. As at the Latest Practicable Date, our Directors believe that thepolicy specifications and insured limits of these insurances are in line with normal commercial practice.Our Directors believe that the coverage from these insurance policies is adequate for our presentoperations. However, significant damage to our operations or any of our properties, whether as a result offire and/or other causes, may still have a material adverse impact on our business and results ofoperations or financial condition.

PROPERTIES AND FIXED ASSETS

As at the Latest Practicable Date, our Group does not own any properties.

As at the Latest Practicable Date, our Group leases the following properties:

Gross Floor Area Use of

Tenant Location Tenure (approximately) property

Singapore

Jason 194 Pandan Loop, #05-07 One year from 1 1,593 sq ft OfficeElectronics Pantech Business Hub January 2009 to 31

Singapore 128383 December 2009

Jason 194 Pandan Loop, #04-04 One year from 1 196 sq m WarehouseElectronics Pantech Business Hub February 2009 to

Singapore 128383 31 January 2010

Jason 194 Pandan Loop, #04-21 One year from 8 1,636 sq ft Warehouse Electronics Pantech Business Hub March 2009 to

Singapore 128383 7 March 2010

Jason 194 Pandan Loop, #06-03/ One year from 1 9,214 sq ft OfficeElectronics 04 / 05 / 06 Pantech Business April 2009 to 31

Hub, Singapore 128383 March 2010

Jason 194 Pandan Loop, #06-02 One year from 16 1,206 sq ft Office Electronics Pantech Business Hub August 2009 to

Singapore 128383 15 August 2010

Jason 194 Pandan Loop, #05-27 One year from 1 700 sq ft Office Electronics Pantech Business Hub July 2009 to 30

Singapore 128383 June 2010

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Singapore

Jason 194 Pandan Loop, #05-03 One year from 1 113 sq m Office Electronics Pantech Business Hub October 2009 to 30

Singapore 128383 September 2010

Jason 194 Pandan Loop, #05-04 No fixed tenure, 2,099 sq ft OfficeElectronics Pantech Business Hub may be terminated

Singapore 128383 by three months’notice

Jason 194 Pandan Loop, #06-01 Two years from 1 1,420 sq ft OfficeElectronics Pantech Business Hub February 2008 to

Singapore 128383 31 March 2010

The PRC

Jason Unit West 1, Building 3, Two years from 1 232 sq m OfficeElectronics Xiang Hai Garden, Xi Gang April 2008 to 31

District Dalian, the PRC March 2010

Jason Room 2204, Block 1, One year from 1 87 sq m Employee’sElectronics 368 Dagu Road, Shanghai, September 2009 accomodation

the PRC to 31 August 2010

Jason 16G, Floor 14, New Shanghai Nine months from 1 111 sq m OfficeShanghai City Square, 33 South Henan July 2009 to 31

Road, Shanghai, the PRC March 2010

Jason 16H, Floor 14, New Shanghai Nine months from 1 102 sq m OfficeShanghai City Square, 33 South Henan July 2009 to 31

Road, Shanghai, the PRC March 2010

Jason Room 16I, Floor 14, 33 South Three years from 15 98 sq m OfficeShanghai Henan Road, Shanghai, May 2009 to 14

the PRC May 2012

Jason Room 1102-3, Unit 1, Hao Wei Nine months from 30 68 sq m OfficeShanghai Building, 8 The Third Street June 2009 to 30

Tianjin Development Zone, March 2010the PRC

Jason Unit 1401, Yin Xiao Building Nine months from 1 111 sq m Office Shanghai 6269 Hu Min Road July 2009 to 31

Xin Zhuang, Shanghai, March 2010the PRC

Jason Room 118, Building 3, 879 10 years from 5 24 sq m OfficeShanghai Xinxing Road, Fengjing Town September 2008 to

Jinshan District, Shanghai, 5 September 2018the PRC

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Malaysia

Jason No.18, Jalan Remia 5 Two years from 1 1,400 sq ft ShowroomElektronik Bandar Botanic August 2009 to and Office

Klang 41200, Selangor 31 July 2011Malaysia

Thailand

Jason 113/6 Soi Latplakhao 24 No fixed tenure, 305 sq m OfficeThailand Kasetnawamin Road may be terminated

Jorakhae-bua, Latphrao by two months’Bangkok 10230, Thailand notice

Our plant and equipment consist mainly of computers, office equipment, furniture and fittings, motorvehicles and plant and machinery. Our plant and equipment had a net book value of approximately S$0.6million as at 31 March 2009.

Save for our motor vehicles which are pledged as securities for the purchase of the motor vehicles underhire purchase arrangements, as at the Latest Practicable Date, none of our fixed assets is subject to anymortgage, pledge or any other encumbrances or otherwise used as security for any bank borrowings.

As at the Latest Practicable Date, our Directors are not aware of any breach of any obligations under theabovementioned lease agreements that would result in their termination by the lessor or non-renewal, ifrequired, when they expire.

To the best of our Directors’ knowledge, save as disclosed in the section entitled “General Information onOur Group – Government Regulations” of this Offer Document, there are no regulatory requirements orenvironmental issues that may materially affect our utilisation of our fixed assets as at the LatestPracticable Date.

INTELLECTUAL PROPERTY

As at the Latest Practicable Date, we have registered the following trademark:

Registration Registered Country of Registration date/Effective Expiry dateowner Trademark Class registration number date

Jason 9, 37 and 38 Singapore T0906567C 12 June 2009 12 June 2019Electronics

Notes:

(1) Class 9 refers to the specification of goods under the International Classification of Goods and Services by the WorldIntellectual Property Organisation. The goods classified under Class 9 that are relevant to us are marine communicationapparatus and marine navigation apparatus.

(2) Class 37 refers to the specification of services under the International Classification of Goods and Services by the WorldIntellectual Property Organisation. The services classified under Class 37 that are relevant to us are repair services andservicing of equipment.

(3) Class 38 refers to the specification of services under the International Classification of Goods and Services by the WorldIntellectual Property Organisation. The services classified under Class 38 that are relevant to us are radio communicationservices and satellite communications services.

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As at the Latest Practicable Date, our associated company, iProMar, has registered the followingtrademark:

Registration Registered Country of Registration date/Effectiveowner Trademark Class registration number date Expiry date

iProMar 9 and 37 Singapore T0803479J 19 March 2008 19 March 2018

Save as disclosed above, we do not own or use any other patents, trademarks or intellectual property onwhich our business or profitability is materially dependent. We have not paid or received any royalties forany licence or use of any intellectual property.

GOVERNMENT REGULATIONS

We have identified the main laws and regulations that materially affect our operations and the relevantregulatory bodies in the following countries (apart from those pertaining to general businessrequirements) as set out below.

Singapore

(a) Regulation of Imports and Exports Act

Under the Regulation of Imports and Exports Act (Cap. 272A), the Director-General of Customsappointed under section 4(1) of the Customs Act (Cap. 70) may make regulations for theregistration, regulation and control of all or any class of goods imported into, exported from, trans-shipped in or in-transit through Singapore. The Regulation of Imports and Exports Regulations(“RIER”) was prescribed in 1999 to control the import, export or trans-shipment of goods throughrequirements of permits. We are, by virtue of our import and export business, subject to the RIER.

Pursuant to Regulation 37(1) of the RIER, the Director-General of Customs may maintain a registercontaining the particulars of importers, exporters, common carriers or any other person whodesires to apply for a permit or any other form of approval under the RIER.

Our subsidiaries, Jason Electronics and Jason Asia, are registered with the Singapore Customs asan importer and exporter under Regulation 37(1) of the RIER. The registration is not subject to anyrenewal requirements but may be withdrawn at any time.

(b) Workplace Safety and Health Act 2006

Under the Ministry of Manpower’s (“MOM”) Workplace Safety and Health Act 2006 (“WSHA”), everyemployer has the duty to take, so far as is reasonably practicable, such measures as arenecessary to ensure the safety and health of his employees at work. These measures includeproviding and maintaining for the employees a work environment which is safe, without risk tohealth, and has adequate facilities and arrangements for their welfare at work, ensuring thatsufficient safety measures are taken in respect of any machinery, equipment, plant, article orprocess used by the employees, ensuring that the employees are not exposed to hazards arisingout of the arrangement, disposal, manipulation, organisation, processing, storage, transport,working or use of things in their workplace or near their workplace and under the control of theemployer, developing and implementing procedures for dealing with emergencies that may arisewhile those persons are at work and ensuring that the person at work has adequate instruction,information, training and supervision as is necessary for that person to perform his work.

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More specific duties imposed by the MOM on employers are laid out in the Workplace Safety andHealth (General Provisions) Regulations. Some of these duties include taking effective measures toprotect persons at work from the harmful effects of any exposure to any bio-hazardous materialwhich may constitute a risk to their health. In addition to the above, under the WSHA, inspectorsappointed by the Commissioner for Workplace Safety and Health (“CWSH”) may, inter alia, enter,inspect and examine any workplace and any machinery, equipment, plant, installation or article atany workplace, to make such examination and inquiry as may be necessary to ascertain whetherthe provisions of the WSHA are complied with, to take samples of any material or substance foundin a workplace or being discharged from any workplace for the purpose of analysis or test, toassess the levels of noise, illumination, heat or harmful or hazardous substances in any workplaceand the exposure levels of persons at work therein and to take into custody any article in theworkplace which is required for the purpose of an investigation or inquiry under the WSHA.

Under the WSHA, the CWSH may serve a remedial order or a stop-work order in respect of aworkplace if he is satisfied that (i) the workplace is in such condition, or is so located, or any part ofthe machinery, equipment, plant or article in the workplace is so used, that any process or workcarried on in the workplace cannot be carried on with due regard to the safety, health and welfareof the persons at work; (ii) any person has contravened any duty imposed by the WSHA; or (iii) anyperson has done any act, or has refrained from doing any act which, in the opinion of the CWSH,poses or is likely to pose a risk to the safety, health and welfare of persons at work. The remedialorder shall direct the person served with the order to take such measures, to the satisfaction of theCWSH, to inter alia remedy any danger so as to enable the work or process in the workplace to becarried on with due regard to the safety, health and welfare of the persons at work, whilst the stop-work order shall direct the person served with the order to immediately cease to carry on any workindefinitely or until such measures as are required by the CWSH have been taken to remedy anydanger so as to enable the work in the workplace to be carried on with due regard to the safety,health and welfare of the persons at work.

Workplace Safety and Health (Registration of Factories) Regulations 2008 (“2008 WSHFactories Regulations”)

Pursuant to the 2008 WSH Factories Regulations which came into operation on 1 November 2008repealing the Workplace Safety and Health (Registration of Factories) Regulations 2006, anyperson who desires to occupy or use any premises as a factory falling within any of the classes offactories described in the First Schedule of the 2008 WSH Factories Regulations must apply to theCWSH to register the premises as a “factory” one month before the factory starts operations. Acertificate of registration issued by the CWSH is valid for a period of one year, or such other periodas the CWSH may determine, and may be renewed subsequently upon the payment of a renewalfee.

Under the 2008 WSH Factories Regulations, any person who desires to occupy or use anypremises as a factory not falling within any of the classes of factories described in the FirstSchedule of the 2008 WSH Factories Regulations must, before the commencement of operation ofthe factory, submit a notification to the CWSH informing the CWSH of his intention to occupy oruse those premises as such a factory. The notification is not subject to any renewal requirements.However, in the event that the CWSH is of the view that the factory in respect of which anotification has been submitted is to pose or likely to pose a risk to the safety, health and welfare ofpersons at work in the factory, the CWSH may, by notice in writing, (i) specify the date from whichthe notification shall cease to be valid; and (ii) direct the occupier of the factory to register thefactory notwithstanding that the factory does not fall within any of the classes of the factoriesdescribed in the First Schedule.

As our premises at 194 Pandan Loop, #06-04, #06-06, #05-03 and #04-04, Pantech Business Hub,Singapore 128383 do not fall within any of the classes of the factories described in the FirstSchedule, a notification to the CWSH will suffice. We had on 12 November 2008 submitted therelevant notification to the CWSH.

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(c) Work Injury Compensation Act (Chapter 354)

The Work Injury Compensation Act (Chapter 354) (“WICA”), as regulated by the MOM, applies toall employees (with the exception of those set out in the Fourth Schedule of the WICA), who haveentered into or works under a contract of service or apprenticeship with an employer, in respect ofinjury suffered by them in the course of their employment and sets out, inter alia, the amount ofcompensation that they are entitled to and the method(s) of calculating such compensation.

The WICA provides that if in any employment, personal injury by accident arising out of and in thecourse of the employment is caused to an employee, his employer shall be liable to paycompensation in accordance with the provisions of the WICA. The amount of compensation shallbe computed in accordance with a fixed formula as set out in the Third Schedule of the WICA,subject to a maximum and minimum limit.

(d) Merchant Shipping Act (Chapter 179)

Under the Merchant Shipping (Survey of Singapore Ships) Regulations (the “Survey of ShipsRegulations”) passed pursuant to the Merchant Shipping Act (Chapter 179) (“MSA”), noorganisation shall employ or appoint any person to carry out any survey of any Singapore ship inSingapore for the purposes of Part III (Manning and certification) or Part V (Survey and Safety) ofthe MSA unless that person is registered as a surveyor under the Survey of Ships Regulations. Anyorganisation which contravenes this shall be guilty of an offence and shall be liable on conviction toa fine not exceeding S$1,000.

(e) Telecommunications Act (Chapter 323)

We are subject to the provisions of Telecommunications Act (Chapter 323) (“TA”) and theregulations promulgated thereunder. Specifically, Regulations 19(1)(b) and 19(3) of theTelecommunications (Radio-communication) Regulations provide that a station or network may bepossessed, established, installed, maintained, provided or operated if authorised by, inter alia, astation licence or network licence. A licence shall be subject to such conditions, restrictions andlimitations as the Info-communications Development Authority of Singapore established under theInfo-communications Development Authority of Singapore Act (Cap. 137A) (“IDA”) may determineand shall be valid for the specified period unless it is cancelled, suspended or reduced in durationin accordance with the provisions of the TA or the regulations promulgated thereunder. In thisregard, we have obtained an Experimental Station Licence issued by the IDA under Regulation25(1)(e) of the Telecommunications (Radio-communication) Regulations for our premises at 194Pandan Loop, #06-03 and #05-03 Pantech Business Hub, Singapore 128383 (with an expiry dateof 28 February 2010).

Under Regulation 4 of the Telecommunications (Dealers) Regulations, a dealer who wishes tomanufacture, import, let for hire, sell, or offer or possess for sale any telecommunicationequipment that is not (i) registered equipment; or (ii) telecommunication equipment set out in theFirst Schedule of the Regulation, shall obtain a Telecommunication Dealer’s Individual Licence.We have obtained the Telecommunication Dealer’s Individual Licence issued by the IDA for ourpremises at 194 Pandan Loop, #06-05 Pantech Business Hub, Singapore 128383 (with an expirydate of 31 May 2010).

Malaysia

The main laws and regulations that materially affect the operations of our subsidiary in Malaysia, Jason Elektronik, are set out below.

(a) Foreign Investment Committee (“FIC”)

The FIC is a committee of the Economic Planning Unit of the Malaysian Prime Minister’sDepartment. Up until recently, it regulated and prescribed guidelines (“FIC Guidelines”) inconnection with matters such as acquisition of interests, mergers and take-overs of companies andbusinesses in Malaysia.

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On 30 June 2009, the Prime Minister of Malaysia announced a rationalization of the investmentguidelines administered by the FIC, which included the repeal of the FIC guidelines on theacquisition of interests, mergers and takeovers. Following this announcement, foreign companiesare no longer required to obtain FIC approval for their interests or shareholding in Malaysiancompanies and businesses. Jason Elektronik will therefore be exempted from FIC compliance solong as this liberalization is in place.

(b) The CDT Guidelines

We have not complied with the CDT Guidelines which affect distributive trade companies inMalaysia with foreign shareholders, including Jason Elektronik.

The CDT Guidelines in its present form will require Jason Elektronik to have bumiputerashareholders holding not less than 30% of its equity. Further, Jason Elektronik must have at leastRM1,000,000 of paid-up capital and reserves for each outlet. Even though the CDT Guidelines donot have the force of law, non-compliance of the CDT Guidelines may cause operational difficultiesin obtaining work permits and other necessary municipal licences from the relevant localauthorities.

As the Malaysian government is reviewing its policies affecting foreign investments, JasonElektronik has not applied to the MDTCA for its approval but may do so at an appropriate time.

Thailand

We are required to comply with the relevant Thai foreign business laws.

Jason Thailand has obtained a certificate of business registration issued by the Department of BusinessDevelopment which is necessary to carry on its business in Thailand.

As at the Latest Practicable Date, Jason Thailand is not considered as a foreign entity for the purposes ofthe FBA, as Jason Electronics presently only holds a 49% stake in Jason Thailand, and is therefore notrequired to obtain any licences or approvals under the FBA.

Indonesia

The main laws and regulations that materially affect the operations of our subsidiary in Indonesia, PT Jason, are set out below.

(a) Capital Investment Law (“Investment Law”)

Pursuant to the Law No. 25 of 2007 regarding Capital Investment (“Investment Law”), theGovernment of Indonesia (“GOI”) stipulated basic principles of capital investment to develop abusiness climate which is conducive for capital investment to strengthen the nation’scompetitiveness. In stipulating the aforementioned basic principles, the GOI states that a foreigncapital investment shall be in the form of a limited liability company under the laws of the Republicof Indonesia and domiciled in the territory of the Republic of Indonesia, unless stipulated otherwiseby the prevailing laws and regulations.

The GOI opens all business sectors / types of business for investment activities, except thosewhich are closed or open subject to specific requirements. The GOI periodically issues what isknown as the Negative List of Investments (commonly known in Indonesia as the “DNI”). The DNIlists those areas in which foreign and domestic investments are prohibited or restricted and, inprinciple, any areas not listed in the DNI are open for foreign and domestic investments.

Foreign direct investment in the manufacturing, industrial or non-financial services sectors inIndonesia is licensed by the Indonesian Investment Coordinating Board (“BKPM”). The approvedforeign investment company is commonly called a “PMA Company”. BKPM approval for a PMACompany must be obtained before executing the PMA Company’s deed of establishment (“DOE”).The executed DOE must be submitted to the Ministry of Law and Human Rights (“MOLHR”) forapproval. A PMA Company legally exists when its DOE is approved by MOLHR. Currently ourIndonesian subsidiary, PT Jason, has obtained the approval from MOLHR for its DOE.

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(b) Negative List of Investments (DNI)

Industries or sectors that are open or closed to foreign investment and the maximum percentage ofshareholding which foreign investors can own are specified in the DNI, as amended from time totime. The current prevailing regulation which stipulates the DNI is contained in the PresidentialRegulation No. 111 of 2008 regarding Amendment to Presidential Regulation of the Republic ofIndonesia Number 77 of 2007 Concerning the List of Business Closed and List of BusinessOpened with Reservation in the Investment Sector.

The DNI stipulates that the business of marine telecommunications or navigation supportingfacilities are closed to foreign investment. However, PT Jason was established with the business of“import trading and management and business consulting services” for which foreign investment ispermitted and approved by the BKPM.

(c) Limited Liability Companies Law

Pursuant to the Investment Law, foreign capital investment shall be in the form of a limited liabilitycompany under the laws of the Republic of Indonesia. In 16 August 2007, the GOI enacted the LawNo. 40 of 2007 regarding Limited Liability Companies (the “Companies Law”) which revokes theprevious law on limited liability companies.

As regulated under the Companies Law, establishing a limited liability company (including a PMACompany) requires at least two shareholders except for (i) state owned companies, (ii) a companymanaging the stock exchange, (iii) clearing and securities institutions, (iv) savings and securitiesinstitutions and (v) other institutions regulated by the capital markets law. PT Jason’s shares arecurrently held by Jason Ventures and Jason Asia.

Under the Companies Law, the minimum authorised capital is IDR 50 million and more than IDR 50million for certain business activities, such as banking, insurance and freight forwarding. TheCompanies Law also regulates that all issued shares must be fully paid up at the time of thecompany’s establishment with valid evidence of payment. At the time the company is established,at least 25% of the authorised capital must have been subscribed. PT Jason has complied withthese requirements.

(d) BKPM Regulation

BKPM, which supervises PMA companies, can make a number of facilities and benefits availableto a PMA Company which are normally unavailable to regular Indonesian companies. Thesefacilities include tax benefits, the right to employ foreign directors and commissioners, the right toemploy foreign nationals, exemption from import duties for basic (capital) goods, loss carry forwardfacilities and limited guarantees against nationalisation.

In addition to the above, all PMA companies (including PT Jason) are required to file reports on theimplementation of their capital investment. These are known as LKPM reports and must be in theIndonesian language. For PMA companies with a permanent business licence (IUT), the LKPMmust be submitted once a year. Changes to the approved investment plan and expansion ofinvestment are subject to prior written approval from the BKPM.

(e) Regulation of Minister of Trade Regarding Import of Certain Goods

The Minister of Trade of the Republic of Indonesia (“MOT”) has issued regulation number 56/M-DAG/PER/12/2008 regarding the Stipulation on Import of Certain Goods (as amended by theMOT’s Regulation number 60/M-DAG/PER/12/2008) which shall be effective until 31 December of2010 (“MOT Regulation”). The MOT Regulation stipulates the requirements for the import of certaingoods, namely, (i) food and beverages products, (ii) ready made clothes, (iii) foot wear, (iv)electronics goods and (v) toys (“Certain Goods”).

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Further, the MOT Regulation states that every company which conducts import activities on CertainGoods must obtain a licence from the MOT, which shall be effective until 31 December 2010.Under the MOT Regulation, import of Certain Goods is only allowed through five ports inIndonesia, namely Belawan Port, Tanjung Priok Port, Tanjung Emas Port, Tanjung Perak Port, andSoekarno Hatta Port.

The main purpose of the MOT Regulation is to prevent the increasing import of pirated products.

The PRC

The main laws and regulations that materially affect the operations of our subsidiary in the PRC, Jason Shanghai, are set out below.

(a) Wholly Foreign-Owned Enterprise (“WFOE”)

A WFOE is governed by the Law of the PRC on Wholly Foreign-owned Enterprises, promulgatedon 12 April 1986 and revised on 31 October 2000, and its Implementation Regulations promulgatedon 12 December 1990 and revised on 12 April 2001 (collectively the “WFOE Laws”).

(i) Procedures for the establishment of a WFOE

The establishment of a WFOE must be approved by the Ministry of Commerce (“MOFCOM”)or the authorised local people’s government (“Approval Authority”). If two or more foreigninvestors jointly apply for the establishment of a WFOE, a copy of the contract between theparties must be submitted to the Approval Authority for its record. A WFOE must also obtaina business licence from the relevant local Administration for Industry and Commerce beforeit can commence business operation.

(ii) Nature of a WFOE

A WFOE is a limited liability company under the WFOE Laws. A WFOE is a legal person whois entitled to assume civil obligations independently, enjoy civil rights and own, use anddispose of property. It is required to have a registered capital contributed by the foreigninvestor(s). The liability of the foreign investor(s) is limited to the amount of registered capitalit subscribed to contribute. A foreign investor is permitted to make its contributions byinstalments and the registered capital shall be contributed within the required time period asapproved by the MOFCOM (or its delegated authorities) in accordance with the relevant PRClaws and regulations, with the initial instalment being not less than 15% of the amount ofcapital to be contributed by the foreign investor(s) and contributed in full within 90 days fromthe date of issuance of the business licence of the WFOE, and the last instalmentcontributed within two years from the date of issuance of the business licence.

(iii) Profit distribution

The WFOE Laws provide that a WFOE shall withdraw reserve fund and employee bonus andbenefit fund from the after-tax profit. The allocation ratio for the employee bonus and welfarefund shall be determined by the enterprise. However, at least 10% of the after-tax profitsmust be allocated to the reserve fund. If the cumulative total of allocated reserve fundsreaches 50% of the enterprise’s registered capital, the enterprise will not be required tomake any additional contribution. The enterprise is prohibited from distributing dividendsunless the losses (if any) of previous years have been made up.

(iv) Liquidation

A WFOE, which has been terminated on account of the expiration of its term of operation,heavy losses and mismanagement, or force majeure, shall make a public announcement andnotify its creditors within 15 days from the date of termination. In addition, it shall, within 15days from the date of issuance of the public announcement of termination, submit a proposalto the examination and approval authorities concerning the procedures and principles ofliquidation and the candidates for the liquidation committee, and implement the same upon

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examination and approval by the examination and approval authorities. Prior to completion ofthe liquidation of the WFOE, the foreign investor(s) shall not remit or carry the enterprise’sfunds out of the PRC and may not dispose of the enterprise’s property on its own authority.Upon completion of the liquidation of the WFOE, the procedures for the cancellation ofregistration shall be carried out with, and its business licence shall be returned forcancellation to, the relevant local Administration for Industry and Commerce.

A WFOE which has been declared by the relevant authority as having liquidity problems shallbe liquidated by reference to the Laws of the PRC on Enterprise Bankruptcy which waspromulgated by the Standing Committee of the National People’s Congress on 27 August2006 and came into effect on 1 June 2007, and other relevant PRC laws and regulations.

(b) Catalogue for the Guidance of Foreign Investment Industries (“Guidance Catalogue”)

China issued the Catalogue for the Guidance of Foreign Investment Industries (“GuidanceCatalogue”) in 1995, which was subsequently amended in 2002, 2004 and 2007. The currentversion of the Guidance Catalogue was promulgated by the MOFCOM and the NationalDevelopment and Reform Commission (“NDRC”) on 31 October 2007 and became effective on 1December 2007. The Guidance Catalogue retains the classification methodology andorganizational structure of the previous versions. The Guidance Catalogue divides foreigninvestments into four categories:

(i) Encouraged Category: There are various incentives and preferential treatments for“encouraged” projects, mainly tax exemptions and rebates. Most foreign investment projectsin the “encouraged” sector are allowed to take the form of a WFOE;

(ii) Restricted Category: There are stricter approvals and/or filing requirements for “restricted”projects. Furthermore, foreign investment projects in the “restricted” sectors may be requiredto take the form of a Joint Venture. Foreign investors may only hold minority interests in theinvestment projects;

(iii) Prohibited Category: Foreign investments are not allowed in these sectors; and

(iv) Permitted Category: Sectors not listed in the encouraged category, restricted category andprohibited category belong to the “permitted” category and they are determined by the rule ofexception. If the items are added to or deleted from the “encouraged”, “restricted” and“prohibited” categories, the scope of the “permitted” category would be consequentlyaffected. Like those in the “encouraged” category, foreign investment projects in the“permitted” category are allowed to take the form of a WFOE. However, they are generallynot eligible for extra incentives and preferential treatments.

To the best of our Directors’ knowledge, as at the Latest Practicable Date, we have obtained all requisitelicences and approvals and we are in compliance with all laws and regulations that would materially affectour business operations.

RESEARCH AND DEVELOPMENT

We undertake some research and development activities. However, the expenses incurred in relation toour research and development activities over the past three financial years have not been significant.

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MAJOR CUSTOMERS

Our customers operate in or service primarily the marine and offshore oil & gas industries, and inFY2009, we have over 1,000 customers whom we have recorded sales with.

The table below sets forth our customers which accounted for 5% or more of our total revenue for each ofFY2007, FY2008 and FY2009:

As a percentage of totalGeographical revenue (%)

Customer location Products supplied FY2007 FY2008 FY2009

SingTel(1) Singapore Satellite communication 5.8 5.9 7.0 systems and services

China Shipbuilding The PRC Communication and 2.5 5.7 4.9Trading Co (Int’l) Ltd navigation systems

and services

Note:

(1) SingTel, a company based in Singapore, is principally engaged in the provision of telecommunication services. We supplysatellite communication systems and services to the satellite business division of SingTel as part of their broader productoffering to customers in the marine and offshore oil & gas industries.

Although we do not typically enter into long-term agreements with our customers, a substantial portion ofour revenue is derived from project based assignments for which we may sell our products and provideservices. We have established good relationships with our customers and we receive repeat sales ordersfrom our existing customers.

Save as disclosed above, none of our customers accounted for 5% or more of our total revenue for any ofthe last three financial years.

To the best of their knowledge, our Directors are not aware of any information or arrangement whichwould lead to a cessation or termination of our current relationship with any of our major customers listedabove.

Save for personal investments (whether directly or through nominees) in quoted investments which mayinclude companies above listed on the SGX-ST, none of our Directors or Substantial Shareholder or theirrespective Associates has any material interest, direct or indirect, in any of our major customers listedabove. Such personal investments will be disclosed to our Audit Committee on a continuing basis in orderfor our Audit Committee to determine whether they will result in conflicts of interests situations.

MAJOR SUPPLIERS

Our suppliers are primarily overseas equipment brand owners and manufacturers.

The table below sets forth our suppliers which accounted for 5% or more of our total trade purchases inFY2007, FY2008 and FY2009:

As a percentage of total trade purchases (%)

Supplier Main types of products supplied FY2007 FY2008 FY2009

Raytheon Anschütz(1) Gyrocompasses, autopilots, steering 18.0 18.1 22.5control systems, magnetic compass, etc.

Seatel(2) Marine stabilized antenna systems 11.7 14.6 17.8for satellite communications, satellite television-at-sea, broadband-at-sea, and voice and data services.

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As a percentage of total trade purchases (%)

Supplier Main types of products supplied FY2007 FY2008 FY2009

Thrane & Thrane(3) VHF/MF/HF radio communication 22.0 18.5 14.2system, Ship Security Alert System, fleet broadband, Inmarsat-C Terminal, etc.

Jotron(4) Air communication systems, 4.3 4.1 5.1PAGA systems, battery-less telephone systems, etc.

Navico Logistics Gyrocompasses, bearing repeaters, 5.0 4.9 2.8 Europe BV / Navico(5) autopilots, radars, VHF radio

telephone, etc.

Notes:

(1) Raytheon Anschütz, a company based in Germany, is principally engaged in the manufacturing of integrated bridge systemsand nautical equipment, such as gyrocompasses, autopilots, steering control systems, monitoring systems, radar systems,electronic sea chart equipment and communication (GMDSS) for ships.

(2) Seatel, a company based in the USA, is principally engaged in the manufacturing of marine stabilised antenna systems forsatellite communications, satellite television-at-sea, broadband-at-sea, and voice and data services.

(3) Thrane & Thrane, a company based in Denmark, is principally engaged in the manufacturing of equipment and systems forglobal mobile communication based on satellite and radio technology.

(4) Jotron, a company based in Norway, is principally engaged in the development and manufacturing of communication systemsfor the maritime and aero nautical markets.

(5) Navico Logistics Europe BV is a company based in the Netherlands and Navico is a company based in New Zealand. Bothcompanies are principally engaged in the development, manufacturing and distribution of marine electronics for therecreational market. In 2008, as a result of a restructuring exercise carried out by Navico group, Navico replaced NavicoLogistics Europe BV as the entity providing Navico’s products to distributors in South East Asia. Navico Logistics Europe BVacts as the parent to 5 leisure marine brands: B&G, Eagle, Lowrance, Northstar and Simrad Yachting. Its products includefish-finders, chart-plotters, automotive navigation systems, radar and sonar devices, and other GPS devices.

We mainly source our products directly from European, American, Japanese and Korean manufacturersor through their agents or representatives. The types of products we purchase vary from year to yeardepending on the type of equipment and services that we provide and/or the type of products specifiedfor use by our customers.

We select our suppliers based on their reputation, reliability, price, purchase terms, timely delivery of theirproducts and the quality and technical capabilities of their products. Our Directors are of the opinion thatour Group does not depend on a single supplier and our purchases from each of our suppliers may varysubstantially from year to year and the products supplied by the above major suppliers can be sourcedfrom other alternative suppliers in the market without significant difficulties.

We generally do not enter into long-term or exclusive contracts with any of our major suppliers as marineelectronics equipment manufacturers normally enter into contracts which are renewable on an annualbasis with their distributors. Nonetheless, we are usually able to renew our distributorship agreementswith our major suppliers.

To the best of their knowledge, our Directors are not aware of any information or arrangement whichwould lead to a cessation or non-renewal of our current relationship with any of our major suppliers.

None of our Directors or Substantial Shareholder or their respective Associates has any interest, direct orindirect, in any of our major suppliers listed above.

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CREDIT POLICY

Credit terms from our suppliers

The payment terms granted by our suppliers are generally between 30 days and 90 days, varying fromsupplier to supplier and are also dependent, inter alia, on our relationship with the suppliers and the sizeof the transactions.

Our trade payables turnover days for each of FY2007, FY2008 and FY2009 are as follows:

FY2007 FY2008 FY2009

Trade payables turnover days(1) 85 65 63

Note:

(1) Trade payables turnover days is computed by dividing 365 days by the trade payables turnover ratio. The trade payablesturnover ratio is calculated by dividing annual purchases by trade payables.

Credit terms to our customers

We typically grant credit terms of 30 days to 90 days to our existing customers. The length of the creditterms extended to our existing customers is dependent on the reputation, reliability and payment historyof such customers.

For new customers, we will conduct background checks and assessment of their creditworthiness andfinancial position before extending any credit to them. Full payment will normally be required from the newcustomers upon delivery or acceptance of goods or services. Occasionally and upon satisfactorybackground checks, we may grant credit terms of seven days to 14 days to a new customer.

Outstanding payments will be closely monitored by our finance personnel. Our policy of making allowancefor doubtful receivables is based on the age and our assessment on the recoverability of the outstandingdebts. Specific provisions for writing-off of bad debts may be made if we fail to collect payment despiteefforts and follow-ups with the customers on overdue payments or when we are certain that ourcustomers are unable to meet their financial obligations and we consider the amounts to be non-recoverable. In practice, we liaise with customers with outstanding receivables to understand theirsituation and propose various options that may facilitate the payments. If the outstanding receivablescannot be resolved amicably, we may then take legal action to collect the outstanding receivables. InFY2009, our Group wrote-off bad debts against allowance amounting to approximately S$42,000 foramount due from several customers. We have since ceased all transactions with these customers. OurGroup has not, since its establishment, experienced any material bad debts. Our Directors are of the viewthat the aforesaid bad debts were exceptional.

The amounts of allowance and write-back of allowance for doubtful trade receivables recognised in thecombined income statements of our Group during the period under review are as follows:

FY2007 FY2008 FY2009

(S$’000) (S$’000) (S$’000)

Allowance for doubtful trade receivables 29 115 296Write-back of allowance for doubtful trade receivables – (2) (56)

Total 29 113 240

As a percentage of revenue (%) 0.1 0.2 0.3As a percentage of profit before income tax (%) 1.5 2.7 3.1

Our gross trade receivables turnover days during the period under review is as follows:

Gross trade receivables turnover days(1) 70 82 84

Note:

(1) Gross trade receivables turnover days is computed by dividing 365 days by the trade receivables turnover ratio. The grosstrade receivables turnover ratio is calculated by dividing annual sales by trade receivables.

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Our gross trade receivables as at 31 March 2009 amounted to approximately S$16.3 million (of whichapproximately S$13.7 million has been collected as at the Latest Practicable Date) and its aging scheduleis as follows:

Age of trade receivables Percentage of total trade receivables(%)

0-30 days 46.831-60 days 30.161-90 days 7.091-120 days 3.9More than 120 days 12.2

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INVENTORY MANAGEMENT

An effective inventory management and control system is important to help us meet our customers’ needsefficiently and to reduce the occurrence of inventory obsolescence. As such, we maintain a policy ofmaintaining products in our inventory based on recent market trends and customers’ demands. We alsohold inventory of maintenance parts so as to meet our maintenance and support services requirementsas well as for our warranty commitments. We typically purchase products we do not stock in our inventoryas and when demand arises, subject to availability from our suppliers. We adopt the first-in-first-outmethod of inventory management and costing. We also review our product range and inventory levelsperiodically to ensure that we are able to continue to meet the changing needs of our customers.

Our inventory turnover days for FY2007, FY2008 and FY2009 are as follows:

FY2007 FY2008 FY2009

Inventory turnover days(1) 105 93 89

Note:

(1) Inventory turnover days is calculated on the basis of inventory balance divided by cost of inventories for the financial year andmultiplied by 365 days.

Additionally, at our year end review of our inventories, we may write off material inventories which havebeen non-moving for at least two years and make allowance for any inventory obsolescence as deemedappropriate. Our allowance for inventory obsolescence charged to the combined income statements ofour Group for each of FY2007, FY2008 and FY2009 are as follows:

FY2007 FY2008 FY2009

Allowance for inventory obsolescence (S$’000) – 362 664As a percentage of revenue (%) – 0.6 0.9As a percentage of profit before income tax (%) – 8.8 8.6

As at 31 March 2009, our inventories net of allowance for inventory obsolescence amounted toapproximately S$10.0 million. The aging schedule for our inventories is as follows:

Age of inventories Percentage of total inventories(%)

0-12 months 100.0

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COMPETITION

We operate in a highly competitive industry and face competition from existing competitors as well as newmarket entrants in each of the countries that we operate in. Our competitors comprise international anddomestic manufacturers and distributors who produce or distribute similar products or services. OurDirectors recognise that the barriers to entry are not prohibitive in terms of capital investment, and webelieve that our competitive strengths, as set out in the section entitled “General Information on OurGroup – Competitive Strengths” of this Offer Document, set us apart from our existing and potentialcompetitors.

Given the scale of our operations, our Directors believe that the following companies can be consideredas our main competitors:

Competitor Country in which we compete

Radio Holland Singapore Pte Ltd Singapore

Imtech Marine Germany GmbH The PRC

Our Directors believe that our success to date is mainly due to our ability to implement total integratedsolutions for our customers. Despite the presence of many competitors, we believe that we have acompetitive combination of experience, technical expertise, industry-specific knowledge, reputation,exposure and regional presence as a group. As such, we believe that we are able to competesuccessfully in the industry that we are in.

To the best of our Directors’ knowledge, our Directors are not aware of any published statistics that canprovide an accurate measure of our market share.

To the best of our Directors’ knowledge, none of our Directors or Substantial Shareholder or theirrespective Associates has any interest, direct or indirect, in any of our competitors listed above.

COMPETITIVE STRENGTHS

We believe our competitive strengths are as follows:

�� We provide integrated solutions for a comprehensive range of marine communication,navigation and automation systems

We provide “integrated one-stop shop” solutions for our customers’ marine communication,navigation and automation needs. With our extensive experience in system design andimplementation, we are well-equipped to undertake any project from the initial stage of consultancy,system design to implementing, testing and commissioning the solution according to ourcustomers’ specification. In addition, we are able to provide reliable maintenance and after-salessupport services for the products we supply.

We have also established partnerships with internationally renowned manufacturers such asRaytheon Anschütz, Thrane & Thrane, Seatel, Navico, Federal Signal, Samyung and Koden, whichallow us to offer best-of-breed solutions to our customers.

�� We have strong technical expertise and ability to design and implement comprehensivesolutions

Our skilled and qualified engineering and technical personnel enable us to provide customised andtimely solutions to satisfy our customers’ requirements. Our engineering and technical personnelhave also been trained to provide different marine communication, navigation and automationsolutions by our respective suppliers. As at the Latest Practicable Date, our Group has 98engineering and technical personnel.

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�� We have an experienced and committed management team

Our Group is led by a strong, dedicated and experienced management team, spearheaded by ourfounder and Executive Chairman, Foo Chew Tuck. Both Foo Chew Tuck and our CEO, Tan LianHuat, have over 30 years of experience in the marine electronics industry each and have been withour Group for over 25 years each. They have been instrumental in the growth of our Group. FooChew Tuck generally develops our growth strategies while Tan Lian Huat generally oversees theimplementation of such strategies as well as our entry into new markets overseas. The in-depthknowledge, business experience and networking resources of our Executive Directors are valuableassets of our Group which are essential to our continued growth.

�� We have good relationships with our suppliers and have a wide base of customers

We have established long-standing relationships with many of our suppliers over the years, manyof whom are the leading manufacturers in their respective fields of marine electronics.

Over the years, we have developed good working relationships with our customers as we gainedtheir confidence and trust through the provision of timely, reliable and quality services atcompetitive prices. Due to our established relationships with our customers, we receive repeatbusiness and referrals from them. In FY2009, we have over 1,000 customers whom we haverecorded sales with.

Our repeat customers represent more than 80% of our total revenue in FY2009. Our customersover the years include international shipping companies, shipyards, rig builders to cruise liners,ship managers, leisure and fishing boat owners and governmental agencies.

�� We have regional presence and have the capability to deploy globally

We have established our presence overseas through an associated company in Thailand andsubsidiaries in Malaysia, Indonesia and the PRC. With such regional presence, we are able toprovide our regional customers with reliable and timely technical support. At the same time, we arebetter positioned to understand the demands for our products and services in the respective localmarkets.

We have also been able to successfully deploy our capabilities and expertise to service customerslocally and internationally.

PROSPECTS

As we provide our products and services to our customers who operate in or service in the marine andoffshore oil & gas industries, the long term prospects of our Group are largely dependent upon the growthof the following factors:

(a) Shipping traffic in Singapore;

(b) Shipbuilding and ship repair services in Singapore and the PRC; and

(c) Oil & gas exploration and production activities.

In turn, the growth of the above factors is influenced by the current and future economic situation globally.The International Monetary Fund (the “IMF”) had, in its World Economic Outlook Update in July 2009,stated that the global economy is beginning to pull out of a recession unprecedented in the post–WorldWar II era, but stabilization is uneven and the recovery is expected to be sluggish. Financial conditionshave improved more than expected, owing mainly to public intervention, and recent data suggests thatthe rate of decline in economic activity is moderating, although to varying degrees among regions.

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Despite these positive signs, the global recession is not over, and the recovery is still expected to beslow, as financial systems remain impaired, support from public policies will gradually diminish, andhouseholds in countries that suffered asset price busts will rebuild savings. Global economic activity isforecast to contract by 1.4 percent in 2009 and to expand by 2.5 percent in 20101.

Although the current outlook for the above factors is uncertain due to the global economic downturn, ourDirectors believe that the underlying demand trends for the above factors remains positive in the long runas trade and demand for energy recovers. As such, our Directors remain cautiously optimistic about thefuture prospects of our Group. At the same time, our Directors are mindful that the immediate businessenvironment remains challenging and therefore would like to draw your attention to the section entitled“Risk Factors” of this Offer Document.

(a) Shipping traffic in Singapore

Singapore’s strategic location makes it a natural maritime hub. Singapore was one of the world’sbusiest container port in 2008, handling approximately 29.9 million Twenty Foot Equivalent Units(“TEUs”)2. However, the current global economic downturn has resulted in a general decline inworld trade. For the first quarter of 2009, container throughput in the ports of Singapore wasapproximately 6.0 million TEUs, representing a year-on-year decline of approximately 17.8%3. Inview of the foregoing, the total container throughput and vessel calls in Singapore may drop in2009.

In the near-term, shipping traffic in Singapore may not be able to sustain its previous levels inrecent years, when the global economy was growing. However, our Directors believe that in thelong run, shipping traffic in Singapore will continue to grow as the global economy recovers.Accordingly, our Directors believe that the long-term demand for our Group’s supplies and serviceswill be firm.

(b) Shipbuilding and ship repair services in Singapore and the PRC

Singapore

Over the years, Singapore shipbuilders have earned a reputation for fair prices, qualityworkmanship and short delivery time, for a range of specialised and customised vessels.Shipbuilding has progressed from minor projects such as the construction of wooden launches andfishing boats to major projects like steel vessels and specialised ships. Vessels built includecableships, container vessels, product tankers, naval ships, landing ship tanks and patrol crafts. In1969, Singapore delivered its first jack-up rig. Five years later, it grew from infancy to become thelargest builder of jack-ups in the world. Today, it still enjoys this premier status. Singapore rig-builders are competent in repairing, upgrading, converting and building jack-up rigs, semi-submersibles, drillships, drilling tenders and Floating Production Storage and Offloadings(“FPSOs”). They also have the expertise and experience to produce rigs of their own designs4.

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1 The information was extracted from an article entitled “World Economic Outlook Update: Contractionary Forces Receding ButWeak Recovery Ahead” published by the IMF on 8 July 2009 and accessed from the IMF’s website(http://www.imf.org/external/pubs/ft/weo/2009/update/02/index.htm) on 19 August 2009.

2 The statistics were extracted from an article entitled “A Good 2008 For Maritime Singapore Despite Year-End Downturn” accessed from the MPA’s website(http://www.mpa.gov.sg/sites/global_navigation/news_center/mpa_news/mpa_news_detail.page?filename=nr090108.xml) on 27July 2009.

3 The statistics were derived from the MPA’s website (http://www.mpa.gov.sg/sites/pdf/container-throughput.pdf) which wasaccessed on 27 July 2009.

4 The information was extracted from an article entitled “A Closer Look At The Marine Industry” accessed from the website of theAssociation of Singapore Marine Industries (“ASMI”) (http://www.asmi.com/index.cfm?GPID=29) on 31 July 2009.

Ship repair services are usually carried out by shipbuilders, and the repair works includerefurbishment, upgrading, jumboisation, lengthening and conversion of vessels (e.g. from fishingtrawler to seismic research vessel). In particular, Singapore has 70% of the world market share forthe production of jack-up rigs and 70% of the world market share for the conversion of FPSOunits5. It also has 20% percent of the world market share for ship repairs5.

The current global recession and credit crunch are likely to slow down the number of new orders in2009. Although there were some cancellations of ship and rig-building orders by customers in end2008 and early 2009 as a result of tightening credit facilities, the shipbuilding industry hasmanaged to maintain a healthy order book size, with scheduled deliveries extending up to 2012.Based on current order books, there should be sufficient volume of projects to keep theseshipyards and their resident contractors busy in the next two years, though such volume may notbe as high as that experienced in the past couple of years6.

The ship repair services industry in Singapore remained robust. In 2008, 6,588 vessels called atSingapore for ship repairs, representing an increase of approximately 10.0% compared to theprevious year7. For the first quarter of 2009, 1,604 vessels called at Singapore for ship repairscompared to 1,602 vessels in the same period for 20087.

Our Directors believe that the supplies and services for ship repairs will continue to provide astable revenue stream for our Group.

The PRC

The PRC has overtaken Japan as the world’s second largest shipbuilder after South Korea,according to Clarkson Research Studies, a British intelligence provider on the shipping andoffshore industries8. However, due to the current global economic crisis, new orders of the PRC’sshipbuilding industry in 2009 are expected to fall nearly 50% from 2008 to as low as 20 milliondeadweight tons (“DWT”), according to the China Association of the National Shipbuilding Industry(“CANSI”), an industry association whose members include all major PRC shipbuilders. CANSI alsopredicted that new shipbuilding worldwide will fall to around 40 million - 60 million DWT8.

The ship building industry in the PRC has competitive advantages in terms of costs as the labour,land and overhead costs are generally lower than competing shipbuilders outside the PRC.According to the PRC’s central government’s 11th five-year plan (2005 to 2010), the key tostrengthening the shipping industry lies in design capability, marine equipment supply, large-scaleshipbuilding construction, and optimizing the three main ship types: bulk-carriers, oil tankers, andcontainer vessels9.

Domestic manufacturers produce only 30% of marine equipment required by ship builders in thePRC. This means that ship builders in the PRC have to import the bulk of marine equipment.Marine equipment that is in high demand includes main machinery, key electric-mechanicequipment, communication systems, diesel engine crank-shafts and their key components, largepower diesels, ship superstructure, products that facilitate the deep-sea operation of oceanexploration ships, high-grade steel plates and section bars, and new environmentally friendly paint9.

Premised on the above, our Directors believe that there is growing demand for the provision ofmarine electronics equipment and the related services in the PRC, despite the current anticipatedslowdown in terms of new ship orders in the PRC. Our Directors believe that the growth in theshipbuilding and ship repair services industries in the PRC will be sustainable and expects revenuecontribution from the PRC to increase in the long run.

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5 The statistics were extracted from the website of the Singapore Economic Development Board (the “EDB Singapore”)(http://www.edb.gov.sg/edb/sg/en_uk/index/industry_sectors/marine___offshore/facts_and_figures.html) which was accessed on27 July 2009.

6 The information was extracted from the ASMI’s “Singapore Marine Industry Annual Report 2008”.

7 The information was derived from the MPA’s website (http://www.mpa.gov.sg/sites/pdf/vessel-purpose.pdf) which was accessedon 27 July 2009.

8 The information was extracted from a newspaper article entitled “China’s Shipbuilding Orders May Halve in 2009” published inthe website of China Daily (http://www.chinadaily.com.cn/bizchina/2009-02/09/content_7458145.htm) on 9 February 2009.

9 The statistics were extracted from the U.S. Commercial Service’s market research report entitled “China: Shipbuilding Industry”by Juliet Lu published in August 2006.

(c) Oil & gas exploration and production activities

After surging to a record high of US$141 per barrel in early July 2008, the price of benchmarkcrude oil has dropped to US$33 per barrel by the end of 2008, the lowest since 2004, in tandemwith the decline in demand as a result of the current global economic downturn. This in turn haschoked demand for oil. For the first time since early 1980s, world oil demand contracted in 2008, by0.3 million barrels per day (“mb/d”), and it is expected to further decline by a hefty 1.4 mb/d in200910.

In recent years, the oil & gas industry has witnessed huge increases in the cost of raw materials,as well as in all segments of petroleum services. Some estimates point to upstream costs havingmore than doubled since 2000, with 76% of the increase coming in the last three years11. As such,analysts’ spending surveys now envisage upstream spending to be down significantly in 2009, byaround 15-20%. Most agree that while many majors and large national oil companies will keepspending stable on the whole, independents and smaller oil companies will reduce it most12.

Notwithstanding the current volatility in oil prices, our Directors believe that given that there iscurrently no other viable alternative to meet most of the world’s energy needs, the demand for oilexploration and production activities (both onshore and offshore) will continue to be firm.

TREND INFORMATION

Our Directors have made the following observations for the current financial year based on current trendsto-date:

(a) given the recent economic downturn, we anticipate a slow down in the demand for our marineelectronics equipment;

(b) despite the current economic crisis, we expect the demand for the maintenance and repair servicesof marine electronics equipment and system to remain relatively stable due to the mandatoryrequirement for vessels to be seaworthy and in compliance with classification requirements; and

(c) we expect our operating expenses to increase in the current financial year as we remain committedto our regional expansion plans which we envisage will prepare our Group to support demand forelectronics equipment as the global economy recovers. In addition to recruiting additional staff tosupport our business as a result of our regional market expansion, we also expect to incur higherexpenses due to compliance costs as a listed company as well as the impact of the ServiceAgreements entered into with our Executive Directors (further details of the Service Agreementsare set out in the section entitled “Directors, Management and Staff – Service Agreements” of thisOffer Document).

In view of the current global financial crisis and its economic impact on world trade, our Directors are ofthe view that our Group may not be able to sustain the same growth patterns as reflected in the pastfinancial years. Nonetheless, we remain optimistic about the profitability of our Group even though it maynot exceed or match that achieved in FY2009.

Save for the above, as at the Latest Practicable Date, our Directors do not expect any significant recenttrends or any other known trends, uncertainties, demands, commitments or events to have a materialeffect on us in the current financial year.

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10 The statistics were extracted from OPEC’s “World Oil Outlook 2009” accessed from the OPEC’s website(http://www.opec.org/library/world%20oil%20outlook/WorldOilOutlook09.htm) on 10 July 2009.

11 The statistics were extracted from OPEC’s “World Oil Outlook 2008” accessed from the OPEC’s website(http://www.opec.org/library/world%20oil%20outlook/WorldOilOutlook08.htm) on 10 July 2009.

12 The statistics was derived from the International Energy Agency’s “Oil Market Report” dated 10 April 2009.

The IMF, the MPA, the ASMI, the EDB Singapore, International Energy Agency, China Daily Information Co, Juliet Lu and OPEChave not consented to the inclusion of the above information and are thereby not liable for the above information under Sections253 and 254 of the SFA. Whilst we have taken reasonable action to ensure that the above information is reproduced in its properform and context, and that the information is extracted fairly and accurately, we have not conducted an independent review of theinformation obtained from the above articles or websites and have not verified the accuracy of the information.

ORDER BOOK

As at the Latest Practicable Date, our order book, which is subject to cancellation risk, amounted toapproximately S$34.5 million, the majority of our projects is expected to be completed by FY2011.

Given the current global and regional economic climate, there is no assurance that our projects with ourcustomers will not be postponed or cancelled. Please refer to the section entitled “Risk Factors” of thisOffer Document for further details.

BUSINESS STRATEGIES AND FUTURE PLANS

Our business strategies and future plans are as follows:

�� To explore investments and/or joint ventures

We may consider investing in other companies with businesses similar or complementary to ourGroup’s business, and/or joint ventures with suitable parties as and when the opportunities arise.Our criteria for evaluation will include factors such as the creation of synergy, possible sharing oftechnical resources, reduction of operational and distribution costs, and higher market penetration.

Our Directors believe that for our overseas ventures, forming joint ventures with business partnerswith local knowledge or local contacts is a prudent and cost effective strategy of penetrating theoverseas market.

�� To expand our geographical network

As shipping is a global business, we plan to create an international network to provide bettercustomer support for our overseas customers. Our expansion strategy is through setting up newoffices in some of the region’s busiest ports, especially in the PRC, and other shipbuilding hubs.We have made inroads into the PRC, Indonesia, Malaysia and Thailand by incorporating localsubsidiaries and investing in an associated company (in respect of our operations in Thailand) inthese countries, which function as the local sales and maintenance office in each of thesecountries. We believe that we will be better positioned to understand the demands for our productsand services in the respective local markets by having a regional presence. Our regional presencewill also allow us to provide overseas customers with reliable technical support at shorter notice,thereby improving our competitive edge over our competitors.

�� To extend our business reach and expand our product offerings

As part of our strategy of offering better services and greater product availability to our customers,we intend to expand our product offerings. We will continue to identify and source for new suppliersto complement our existing range of products. To this end, we intend to procure new licensing ordistributorship arrangements from other suppliers.

We also intend to diversify our existing business portfolio to include the provision of integratedsolutions for land and aviation communication. We are currently evaluating the feasibility ofexpanding into such markets.

WHERE YOU CAN FIND US

Our principal and registered office is located at 194 Pandan Loop #06-05 Pantech Business Hub,Singapore 128383. Our telephone number is (65) 6872 0211 and our facsimile number is (65) 68721800. Our website address is www.jason.com.sg. Information contained in our website does notconstitute part of this Offer Document.

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INTERESTED PERSON TRANSACTIONS

In general, transactions between our Group and any of its interested persons (namely, our Directors, CEOor Controlling Shareholder of our Company or the Associates of such Directors, CEO or ControllingShareholder) would constitute interested person transactions for the purpose of Chapter 9 of the ListingManual. This section sets out details of interested person transactions for the last three financial yearsended FY2009 and for the period commencing from 1 April 2009 up to the Latest Practicable Date (the“Relevant Period”).

Save as disclosed below and in the sections entitled “Restructuring Exercise” and “General Informationon Our Group – History” of this Offer Document, our Group does not have any other material transactionswith any of its interested persons during the Relevant Period.

INTERESTED PERSONS

The following persons or companies are considered “interested persons” or related persons for thepurposes of this section and the section entitled “Interested Person Transactions – Potential Conflicts ofInterests” of this Offer Document.

(a) Foo Chew Tuck

Foo Chew Tuck is our Executive Chairman and the Controlling Shareholder of our Company. As atthe date of this Offer Document, Foo Chew Tuck owns approximately 95.9% of the pre-Invitationshare capital of our Company.

(b) Tan Lian Huat

Tan Lian Huat is our CEO. As at the date of this Offer Document, Tan Lian Huat ownsapproximately 1.1% of the pre-Invitation share capital of our Company.

(c) Foo Chew Yin

Foo Chew Yin is the brother of our Executive Chairman, Foo Chew Tuck.

(d) Jason Consultancy

Foo Chew Tuck, Foo Chew Yin and Tan Lian Huat are the directors and shareholders of JasonConsultancy and they collectively own 100.0% of the issued share capital of Jason Consultancy asat the Latest Practicable Date.

Jason Consultancy, a company incorporated in Singapore, is principally engaged in real estaterental, business management and consultancy services.

(e) Jason Engineering

Foo Chew Tuck, his spouse and Tan Lian Huat are the directors and shareholders of JasonEngineering and they collectively own 100.0% of the issued share capital of Jason Engineering asat the Latest Practicable Date.

Jason Engineering, a company incorporated in Singapore, is principally engaged in the recordingmedia business.

(f) Jason Harvest

Foo Chew Tuck and Foo Chew Yin are the directors and shareholders of Jason Harvest and theycollectively own 100.0% of the issued share capital of Jason Harvest as at the Latest PracticableDate.

Jason Harvest, a company incorporated in Singapore, is an investment holding company.

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(g) Jason Philippines

Foo Chew Tuck was formerly a director and shareholder of Jason Philippines, holding 40% of theequity interests in Jason Philippines.

Jason Philippines, a company incorporated in the Philippines, is principally engaged in the salesand servicing of a limited range of communication and navigation equipment in the Philippines. On3 March 2008, Foo Chew Tuck divested his investment in Jason Philippines by disposing his entireshareholding interests in the company to an unrelated third party. Following this divestment, JasonPhilippines ceased to be an interested person of the Group.

(h) JE Holdings

Foo Chew Tuck and his spouse are the directors and shareholders of JE Holdings and theycollectively own 100.0% of the issued share capital of JE Holdings as at the Latest PracticableDate.

JE Holdings, a company incorporated in Singapore, is a property investment company.

(i) JE Elektronik

Foo Chew Tuck and Tan Lian Huat are the directors and shareholders of JE Elektronik and theycollectively own 100.0% of the issued share capital of JE Elektronik as at the Latest PracticableDate.

JE Elektronik, a company incorporated in Malaysia, is a wholesaler and retailer of cassette andvideo tapes, computer diskettes and compact discs.

(j) Sirius Venture

Wong Hin Sun Eugene, our Non-executive Director, is the managing director of Sirius Venture. Wong Hin Sun Eugene and his spouse, Chin May Yee Emily, collectively own 100.0% ofthe issued share capital of Sirius Venture as at the Latest Practicable Date.

Sirius Venture, a company incorporated in Singapore, is engaged in the business of providingbusiness consultancy services.

Sirius Venture owns approximately 3.0% of the pre-Invitation share capital of our Company as atthe Latest Practicable Date.

(k) Unity Holdings

Foo Chew Tuck, Foo Chew Yin and Tan Lian Huat are the directors and shareholders of UnityHoldings and they collectively own 100.0% of the issued share capital of Unity Holdings as at theLatest Practicable Date.

Unity Holdings, a company incorporated in Singapore, is an investment holding company.

PAST INTERESTED PERSON TRANSACTIONS

1. Amounts due to our Executive Directors and their Associate

During the Relevant Period, there were outstanding amounts due to Foo Chew Tuck, Tan Lian Huatand Foo Chew Yin, which were utilised for our working capital requirements. These amounts owingby our Group were interest-free, unsecured and with no fixed terms of repayment.

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The amounts owing by our Group to Foo Chew Tuck, Tan Lian Huat and Foo Chew Yin as at theend of each of the last three financial years ended 31 March 2009 and as at the Latest PracticableDate are as follows:


As at 31 March Practicable2007 2008 2009 Date

(S$’000) (S$’000) (S$’000) (S$’000)

Amounts due to Foo Chew Tuck 145 2,607 – –

Amounts due to Tan Lian Huat 25 – – –

Amounts due to Foo Chew Yin 28 – – –

During the Relevant Period, the largest aggregate outstanding amounts owed by our Group, basedon month-end balances, to Foo Chew Tuck, Tan Lian Huat and Foo Chew Yin, are as follows:

Largest amountoutstanding

(S$’000)

Foo Chew Tuck 5,000

Tan Lian Huat 25

Foo Chew Yin 126

As at the Latest Practicable Date, all amounts due to our Executive Directors and their Associatehave been fully repaid.

As no interest was charged nor securities required by Foo Chew Tuck, Tan Lian Huat and FooChew Yin for the provision of the advances, the above arrangements were not carried out on anarm’s length basis but were beneficial to our Group.

2. Advances to and from interested persons

Our Group has in the past and during the Relevant Period granted or received advances to or fromcertain interested persons listed below for investment or working capital purposes. These advanceswere interest-free, unsecured and with no fixed terms of repayment.

The amounts of advances owing to or from the relevant interested persons as at the end of each ofthe last three financial years ended 31 March 2009 and as at the Latest Practicable Date are asfollows:


As at 31 March Practicable2007 2008 2009 Date

(S$’000) (S$’000) (S$’000) (S$’000)

Advances to Jason Harvest 324 – – –

Advances to JE Holdings 120 – – –

Advances to Unity Holdings 13 – – –

Advances to Jason Consultancy 8 – – –

Advances from Jason Engineering 311 – – –

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During the Relevant Period, the largest aggregate outstanding amounts owed by our Group to orfrom the respective interested persons, based on month-end balances, are as follows:

Largest amountoutstanding

(S$’000)

Advances to Jason Harvest 324

Advances to JE Holdings 120

Advances to Unity Holdings 13

Advances to Jason Consultancy 8

Advances from Jason Engineering 337

The above transactions were not entered into on an arm’s length basis or on normal commercialterms.

As at the Latest Practicable Date, all advances to and from the above interested persons havebeen fully repaid. We do not expect to enter into similar transactions with any of the aboveinterested persons in the future following our admission to the Catalist.

3. Sale of property to JE Holdings

On 30 September 2007, Jason Electronics (as the vendor) entered into an agreement with JEHoldings (as the purchaser) to sell the investment property located at 2 Alexandra Road, #07-06Delta House, Singapore 159919 for a cash consideration of S$950,000. The consideration wasarrived at based on an independent third party valuation dated 26 September 2007. As at theLatest Practicable Date, the purchase price had been fully paid by JE Holdings. Our Directorsbelieve that this transaction was entered into on an arm’s length basis and on normal commercialterms.

4. Acquisition of Jason Thailand from Jason Harvest and Tan Lian Huat

On 29 March 2007, Jason Electronics acquired 11,700 ordinary shares and 3,000 ordinary sharesin the issued share capital of Jason Thailand from Jason Harvest and Tan Lian Huat respectively atan aggregate cash consideration of approximately S$17,068. The consideration was arrived atbased on Jason Harvest and Tan Lian Huat’s cost of investment in Jason Thailand. As at the LatestPracticable Date, the purchase price had been fully paid by Jason Electronics. Our Directorsbelieve that this transaction was not entered into on an arm’s length basis but were beneficial toour Group.

5. Transactions with JE Elektronik

(a) Sale of marine electronics equipment through JE Elektronik

During the Relevant Period, our Group had from time to time engaged JE Elektronik tofacilitate sales in Malaysia, in consideration for which Jason Electronics gave JE Elektronik a5.0% discount of the sales value of the marine electronics equipment sold through JEElektronik.

During the Relevant Period, the aggregate sales by our Group to JE Elektronik are asfollows:

1 April 2009to the Latest Practicable

FY2007 FY2008 FY2009 Date(S$’000) (S$’000) (S$’000) (S$’000)

Sale of marine electronics equipmentthrough JE Elektronik 141 246 – –

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The above transactions were not conducted on an arm’s length basis. With the incorporationof our wholly-owned subsidiary, Jason Elektronik, we do not intend to engage in similartransaction with JE Elektronik in the future.

(b) Lease of office premises from JE Elektronik

On 1 April 2003, Jason Electronics entered into a tenancy agreement with JE Elektronikpursuant to which Jason Electronics leased the office premises at No. 37 (Ground Floor)Jalan 1/119, Taman Bukit Hijau, Cheras, Kuala Lumpur, Malaysia, from JE Elektronik for aperiod of five years from 1 April 2003 to 31 March 2008. The monthly rental for the premisesof RM900 was based on the prevailing market rental rates for comparable office units withinthe same building.

The aggregate rental and related charges paid by our Group during the Relevant Period areas follows:


FY2007 FY2008 FY2009 Date(S$’000) (S$’000) (S$’000) (S$’000)

Aggregate rental and related charges 5 5 – –

The transaction was conducted on an arm’s length basis and on normal commercial terms.

We do not intend to enter into any similar transactions with JE Elektronik in the future as wehave incorporated our wholly-owned subsidiary, Jason Elektronik, to engage in suchtransactions.

(c) Payments for and on behalf of Jason Electronics by JE Elektronik

During the Relevant Period, JE Elektronik made payments for and on behalf of JasonElectronics for freight, telephone and general expenses incurred by Jason Electronics. JEElektronik did not charge any fees, commissions or other benefits for rendering suchservices to Jason Electronics.

The aggregate payments of the expenses made by JE Elektronik for our Group during theRelevant Period are as follows:


FY2007 FY2008 FY2009 Date(S$’000) (S$’000) (S$’000) (S$’000)

Aggregate expenses 11 23 – –

All the above payments have been repaid by Jason Electronics to JE Elektronik during theRelevant Period. The above transactions were not entered into on an arm’s length basis butwere beneficial to our Group. We do not expect to enter into similar transactions with JEElektronik in the future.

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6. Transactions with Jason Philippines

During the Relevant Period, we entered into the following transactions with Jason Philippines in ourordinary course of business:

(a) Sale of marine electronics equipment and the provision of airtime services to JasonPhilippines


FY2007 FY2008 FY2009 Date(S$’000) (S$’000) (S$’000) (S$’000)

Sale of marine electronics equipmentand the provision of airtime services 10 73 – –

(b) Provision of maintenance services by Jason Philippines


FY2007 FY2008 FY2009 Date(S$’000) (S$’000) (S$’000) (S$’000)

Amount paid to Jason Philippines 4 9 – –

The above transactions were conducted on an arm’s length basis and on normal commercialterms.

On 3 March 2008, Foo Chew Tuck executed the relevant documents to divest his entireshareholding interests in Jason Philippines to an unrelated third party. The divestment of thisinterest was completed in March 2008. Foo Chew Tuck also resigned as a director of JasonPhilippines on 3 March 2008. Accordingly, any future transactions with Jason Philippines will not bedeemed as interested person transactions.

7. Transactions with Jason Engineering

(a) Rental of motor vehicle from Jason Engineering

During the Relevant Period, Jason Electronics rented a motor vehicle on a monthly basisfrom Jason Engineering for a monthly rent of S$550.



FY2007 FY2008 FY2009 Date(S$’000) (S$’000) (S$’000) (S$’000)


The above transaction was not conducted on an arm’s length basis. We do not intend toenter into similar transactions with Jason Engineering in the future.

(b) Lease of office premises from Jason Engineering

During the Relevant Period, Jason Electronics sub-leased the office premises at 194 PandanLoop, #06-02, Pantech Business Hub, Singapore 128383 (partial) from Jason Engineering.The monthly rental for the premises was S$1,000 and was based on the prevailing marketrental rates for comparable office units within the same building.

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FY2007 FY2008 FY2009 Date(S$’000) (S$’000) (S$’000) (S$’000)


The transaction was conducted on an arm’s length basis and on normal commercial terms.We do not intend to enter into any similar transaction with Jason Engineering in the future aswe have leased the said premises directly from the landlord since April 2007.

(c) Purchases of satellite communication equipment and compact disks from JasonEngineering

During the Relevant Period, we purchased satellite communication equipment and compactdisks from Jason Engineering in our ordinary course of business:


FY2007 FY2008 FY2009 Date(S$’000) (S$’000) (S$’000) (S$’000)

Aggregate purchases fromJason Engineering 1 23 – –

The transactions were conducted on an arm’s length basis and on normal commercial terms.Jason Engineering has since ceased its business of supplying satellite communicationequipment.

(d) Payments for and on behalf of Jason Electronics by Jason Engineering

During the Relevant Period, Jason Engineering made payments for and on behalf of JasonElectronics for the utility expenses incurred by Jason Electronics at the premises known as194 Pandan Loop, #06-02, Pantech Business Hub, Singapore 128383 which was sub-let toJason Electronics by Jason Engineering as well as telephone and postage expenses. JasonEngineering did not charge any fees, commissions or other benefits for rendering suchservices to Jason Electronics.

The aggregate payments of the expenses made by Jason Engineering for our Group duringthe Relevant Period are as follows:


2007 2008 2009 Date(S$’000) (S$’000) (S$’000) (S$’000)

Aggregate expenses 1 6 – –

All the above payments have been repaid by Jason Electronics to Jason Engineering duringthe Relevant Period. The above transactions were not entered into on an arm’s length basisbut were beneficial to our Group. We do not expect to enter into similar transactions withJason Engineering in the future as Jason Electronics has leased the said premises directlyfrom the landlord since April 2007.

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8. Transactions with Jason Harvest

(a) Lease of office premises from Jason Harvest

On 1 August 2006, Jason Electronics entered into a tenancy agreement with Jason Harvestpursuant to which Jason Electronics leased the office premises at Rooms 16H and 16G,Floor 14, New Shanghai City Square, 33 South Henan Road, Shanghai, the PRC from JasonHarvest for the period from 1 August 2006 to 31 March 2009. The monthly rental for thepremises is US$3,550 and was based on the prevailing market rental rates for comparableoffice units within the same building. On the same day, we entered into a tenancy agreementwith Jason China pursuant to which we sub-let the above office premises to Jason China forthe period from 1 August 2006 to 31 March 2009 at a monthly rent of US$3,750.



FY2007 FY2008 FY2009 Date(S$’000) (S$’000) (S$’000) (S$’000)

Aggregate rental and related charges 44 63 61 –

The above transaction was conducted on an arm’s length basis and on normal commercialterms. On 30 June 2009, we had, via our subsidiary, Jason Shanghai, entered into a newtenancy agreement with Jason Harvest. Please refer to the subsection entitled “InterestedPerson Transactions – Present and On-going Interested Person Transactions” under thissection and the section entitled “General Information on Our Group – Properties and FixedAssets” of this Offer Document for further details. With the incorporation of our wholly ownedsubsidiary, Jason Shanghai, we do not intend to engage in any such transaction with JasonChina in the future.

(b) Acquisition of Guangyuan Communication and Navigation from Jason Harvest

On 1 January 2009, Jason Venture (as the purchaser) entered into a sale and purchaseagreement with Jason Harvest (as the vendor), pursuant to which Jason Venture acquired10% of the equity interest in Guangyuan Communication and Navigation at a cashconsideration of approximately S$204,179. The consideration was arrived at based on JasonHarvest’s cost of investment in Guangyuan Communication and Navigation. As at the LatestPracticable Date, the purchase price had been fully paid by Jason Venture. Our Directorsbelieve that this transaction was not entered into on an arm’s length basis but was beneficialto our Group.

9. Consultancy services provided by Sirius Venture

On 11 August 2006 and 23 January 2007, in connection with the listing of our Company on theCatalist, we entered into agreements with Sirius Venture (the “Consultancy Agreements”) pursuantto which Sirius Venture agreed to provide our Group with consultancy services relating to, inter alia,the listing of our Company on the Catalist.

The aggregate amount paid by our Group to Sirius Venture pursuant to the ConsultancyAgreements during the Relevant Period is as follows:


FY2007 FY2008 FY2009 Date(S$’000) (S$’000) (S$’000) (S$’000)

Amount paid to Sirius Venture 28 48 68 15

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The Consultancy Agreements will be terminated following the successful admission of ourCompany to the Catalist. Please also refer to the section entitled “Restructuring Exercise” of thisOffer Document for details of the sale of Shares by Foo Chew Tuck to Sirius Venture.

At the time when the Consultancy Agreements were entered into, Sirius Venture was not aninterested person of our Group as Wong Hin Sun Eugene was only appointed to our Board on 15 September 2009. Our Directors are of the view that the Consultancy Agreements werenegotiated on an arm’s length basis and based on normal commercial terms and market priceswhich Sirius Venture charges to its other clients for similar scope of services.

We do not expect to engage the services of Sirius Venture following the admission of our Companyto the Catalist. However, in the event that we do engage the services of Sirius Venture in the future,we will comply with the procedures set out in the section entitled “Interested Person Transactions –Guidelines and Review Procedures for Future Interested Person Transactions” of this OfferDocument and be subject to the relevant provisions of Chapter 9 of the Listing Manual and/or otherapplicable provisions of the Listing Manual.

10. Provision of guarantees by our Executive Directors

During the Relevant Period, Foo Chew Tuck and Tan Lian Huat had provided guarantees in respectof our Group’s obligations under certain credit facilities, details of which are set out below:

Largest amountoutstandingduring the

Relevant PeriodBank/finance Facilities Guarantees Amount (approximately)company Facilities for use by provided by guaranteed (S$’000)

UMF Hire purchase Jason Tan Lian Huat All monies 17(Singapore) facility totalling Electronics due andLimited S$27,200 payable under

such facility

Union Motor Hire purchase Jason Tan Lian Huat All monies 14Trading Co., facility totalling Electronics due and(Pte) Ltd S$25,000 payable under

such facility

Citibank, Hire purchase Jason Foo Chew Tuck All monies 10N.A. facility totalling Electronics due and

S$38,000 payable undersuch facility

Hong Leong Hire purchase Jason Tan Lian Huat All monies 11Singapore facility totalling Electronics due andFinance Limited S$36,000 payable under

such facility

DBS Bank Overdraft, Jason Foo Chew Tuck All monies –Ltd letters of credit, Electronics

trust receipts (90 days) and

shippingguarantee

The interest rates applicable to the above credit facilities range from 5.20% to 6.50% per annum.Following the expiry of the above hire purchase facilities, the above guarantees provided by theabove guarantors were discharged.

As no fee was paid to the above guarantors for the provision of the above guarantees, the abovearrangements were not carried out on an arm’s length basis but were beneficial to our Group.

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PRESENT AND ON-GOING INTERESTED PERSON TRANSACTIONS

1. Provision of guarantees and/or indemnities by interested persons

As at the Latest Practicable Date, Foo Chew Tuck, Tan Lian Huat and Foo Chew Yin had providedguarantees and/or indemnities to secure our Group’s obligations under certain credit facilities,details of which are set out below:

Amountoutstanding as

at the LatestGuarantees Practicable

and/or Amount DateBank/finance Facilities indemnities guaranteed (approximately)company Facilities for use by provided by (S$’000) (S$’000)

CIMB Overdraft, Jason Foo Chew Tuck All monies 2,395letters of credit, Electronicstrust receipts,

transport document guarantees,

banker’sguarantees and

foreign exchange

Citibank, Letters of credit, Jason Foo Chew Tuck All monies 81N.A., trust receipts, ElectronicsSingapore invoice financing,Branch shipping

guarantees,time loan

and banker’sguarantee

Hong Leong Hire purchase Jason Tan Lian Huat All monies 31Finance facility totalling Electronics due andLimited S$45,000 payable under

such facility

UMF Hire purchase Jason Tan Lian Huat All monies 17(Singapore) facility totalling Electronics due andLimited S$28,000 payable under

such facility

Malayan Hire purchase Jason Tan Lian Huat All monies 20Banking facility totalling Electronics due andBerhad S$30,000 payable under

such facility

Malayan Hire purchase Jason Foo Chew Tuck All monies 39Banking facility totalling Electronics due andBerhad S$80,000 payable under

such facility

United Hire purchase Jason Tan Lian Huat All monies 9Overseas facility totalling Electronics due andBank Limited S$37,500 payable under

such facility

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Amountoutstanding as

at the LatestGuarantees Practicable

and/or Amount DateBank/finance Facilities indemnities guaranteed (approximately)company Facilities for use by provided by (S$’000) (S$’000)

United Hire purchase Jason Tan Lian Huat All monies 9Overseas facility totalling Electronics due andBank Limited S$35,000 payable under

such facility

Liberty Surety bond, Jason Foo Chew Tuck Amount of the 20Insurance undertaking, Electronics and surety bond,Pte Ltd recognizance, Tan Lian Huat undertaking,(“Liberty”) instrument of recognizance,

guarantee, or instrument ofother surety guarantee, orobligation other surety

obligationexecuted,procured,

provided byLiberty

Bank of Overdraft, Jason Foo Chew Tuck, 2,120 766China Limited, letters of Electronics Tan Lian HuatSingapore credit, trust andBranch receipts and Foo Chew Yin

banker’sguarantee

The Bank Letter of Jason Foo Chew Tuck, 1,700 71of East Asia, credit Electronics Tan Lian HuatLimited and trust and(Singapore receipt Foo Chew YinBranch)

United Performance Jason Foo Chew Tuck 200 125Overseas guarantee ElectronicsBank

The Hongkong Treasury Jason Asia Foo Chew Tuck 565 –and Shanghai facility, tradeBanking facilities andCorporation clean importLimited loan

The largest aggregate outstanding amount guaranteed and secured during the Relevant Period,based on month-end balances, was approximately S$8.2 million. The interest rate applicable to ourabove facilities ranges from 1.91% to 9.00% per annum.

As no fee was paid to the above guarantors for the provision of the above guarantees and/orindemnities, the above arrangements were not carried out on an arm’s length basis but arebeneficial to our Group.

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Following the admission of our Company to the Catalist, we intend to request for the discharge ofthe above personal guarantees and/or indemnities by the above guarantors and replace them withcorporate guarantees and/or indemnities provided by our Group. Our Directors do not expect anymaterial change in the terms and conditions of the relevant credit facilities arising from thedischarge of the personal guarantees and/or indemnities. Nevertheless, each of the aboveguarantors has given an undertaking that in the event that the relevant financial institution does notagree to the release of his personal guarantees and/or indemnities, he will not withdraw or revokesuch guarantees and/or indemnities and that such guarantees and/or indemnities will remain in fullforce and effect. Each of them has further confirmed that he will not receive any consideration(monetary or otherwise) for the provision of the above guarantees and/or indemnities in the future.

2. Lease of office premises from Jason Harvest

On 30 June 2009, Jason Shanghai entered into two tenancy agreements with Jason Harvestpursuant to which Jason Shanghai leased the office premises at Rooms 16G and 16H, Floor 14,New Shanghai City Square, 33 South Henan Road, Shanghai, the PRC from Jason Harvest for theperiod from 1 July 2009 to 31 March 2010. The monthly rental for the premises are RMB9,375 andRMB8,636 respectively, which were arrived at based on the prevailing market rental rates forcomparable units within the same building.

During the Relevant Period, the aggregate rental paid by our Group are as follows:


FY2007 FY2008 FY2009 Date(S$’000) (S$’000) (S$’000) (S$’000)

Aggregate rental – – – 11

The above transactions were conducted on an arm’s length basis and on normal commercial termsand we intend to continue with such leases for so long as they are beneficial to our Group.

After the listing of our Company on the Catalist, any renewal of the above tenancy agreements willbe entered into in accordance with the guidelines prescribed under the section entitled “InterestedPerson Transactions – Guidelines and Review Procedures for Future Interested PersonTransactions” of this Offer Document and Chapter 9 of the Listing Manual, so as to ensure that theyare carried out on normal commercial terms and are not prejudicial to the interests of our Companyand our minority Shareholders.

3. Lease of office premises from JE Holdings

Since 1 April 2007, Jason Electronics has leased our office premises at 194 Pandan Loop, #06-03/04/ 05/ 06 Pantech Business Hub, Singapore 128383 from JE Holdings at a monthly rental ofS$9,214. The said lease was recently renewed on 29 April 2009 for a period of one year from 1April 2009 to 31 March 2010. The monthly rental for the premises is approximately S$11,978.

In a valuation report dated 5 August 2009 from an independent valuer, Knight Frank Pte Ltd, it wasstated that the gross open market rental value for the said premises as at 1 April 2009 ranged fromS$1.40 per sq ft to S$1.50 per sq ft per month for a typical two-year lease, assuming the premisesare in bare condition. The rental charged by JE Holdings is S$1.30 per sq ft, representingapproximately 7.1% discount to the minimum rental value determined by the independent valuer.

Although the transaction above was not conducted on an arm’s length basis, it was beneficial toour Group and we intend to continue with such lease for so long as it is beneficial to our Group.

On 29 January 2008, Jason Electronics entered into a tenancy agreement with JE Holdingspursuant to which Jason Electronics leased the office premises at 194 Pandan Loop, #06-01Pantech Business Hub, Singapore 128383 from JE Holdings from 1 February 2008 to 31 March2010. The monthly rental for the premises of S$2,130 was supported by a valuation report dated28 April 2008 from an independent valuer, Knight Frank Pte Ltd.

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The transaction above was conducted on an arm’s length basis and on normal commercial terms.We intend to continue with such lease for so long as it is beneficial to our Group.

The aggregate rental paid by our Group during the Relevant Period is as follows:


FY2007 FY2008 FY2009 Date(S$’000) (S$’000) (S$’000) (S$’000)

Aggregate rental 166 115 136 85

After the listing of our Company on the Catalist, any renewal of the tenancy will be entered into inaccordance with the guidelines prescribed under the section entitled “Interested PersonTransactions – Guidelines and Review Procedures for Future Interested Person Transactions” ofthis Offer Document and Chapter 9 of the Listing Manual, so as to ensure that it is carried out onnormal commercial terms and is not prejudicial to the interests of our Company and our minorityShareholders.

4. Lease of office premises from Jason Consultancy

Since 1 July 2004, Jason Electronics has leased our office premises at 194 Pandan Loop, #05-27(partial) Pantech Business Hub, Singapore 128383 from Jason Consultancy at a monthly rental ofS$850. The said lease was recently renewed on 29 June 2009 for a period of one year from 1 July2009 to 30 June 2010. The monthly rental for the premises of S$1,050 was below the prevailingmarket rental rates for comparable units within the same building.

The aggregate rental paid by our Group during the Relevant Period is as follows:


FY2007 FY2008 FY2009 Date(S$’000) (S$’000) (S$’000) (S$’000)

Aggregate rental 10 10 12 6

Although the above transaction was not conducted on an arm’s length basis, it was beneficial toour Group and we intend to continue with such lease for so long as it is beneficial to our Group.

After the listing of our Company on the Catalist, any renewal of the tenancy will be entered into inaccordance with the guidelines prescribed under the section entitled “Interested PersonTransactions – Guidelines and Review Procedures for Future Interested Person Transactions” ofthis Offer Document and Chapter 9 of the Listing Manual, so as to ensure that it is carried out onnormal commercial terms and is not prejudicial to the interests of our Company and our minorityShareholders.

GUIDELINES AND REVIEW PROCEDURES FOR FUTURE INTERESTED PERSON TRANSACTIONS

In respect of all interested person transactions, we will implement the following review procedures:

(a) In relation to any purchase of products or procurement of services from interested persons, quotesfrom at least two unrelated third parties in respect of the same or substantially the same type oftransactions will be used as comparison wherever possible. The purchase price or procurementprice shall not be higher than the most competitive price of the two comparative prices from thetwo unrelated third parties.

(b) In relation to any sale of products or provision of services to interested persons, the price andterms of two other completed transactions of the same or substantially the same type oftransactions to unrelated third parties are to be used as comparison wherever possible. Theinterested persons shall not be charged at rates lower than that charged to the unrelated thirdparties.

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(c) When renting from or to interested persons, our Directors shall take appropriate steps to ensurethat such rent is commensurate with the prevailing market rates, including adopting measures suchas making relevant enquiries with landlords of properties of similar location and size, or obtainingnecessary reports or reviews published by property agents (including an independent valuationreport by a property valuer, where appropriate). The rent payable shall be based on the mostcompetitive market rental rate of similar properties in terms of size and location, based on theresults of the relevant enquiries.

(d) Where it is not possible to compare against the terms of other transactions with unrelated thirdparties 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 Group’s Executive Chairman, CEOor Chief Financial Officer, who has no interest in the transaction, in accordance with our usualbusiness practices and policies. In determining the transaction price payable to the interestedperson for such products and/or services, factors such as, but not limited to, quantity, requirementsand specifications will be taken into account.

In addition, we shall monitor all interested person transactions entered into by us by categorising thetransactions as follows:

(a) a “category one” interested person transaction is one where the value thereof is in excess of 3% ofthe NTA of our Group; and

(b) a “category two” interested person transaction is one where the value thereof is below or equal to3% of the NTA of our Group.

“Category one” interested person transactions must be reviewed and approved by our Audit Committeeprior to entry. “Category two” interested person transactions must be approved by a Director who shall notbe an interested person in respect of the particular transaction prior to entry and must be reviewed on ahalf-yearly basis by our Audit Committee. In its review, our Audit Committee will ensure that all futureinterested person transactions are conducted on normal commercial terms and are not prejudicial to theinterests of our Company and its minority Shareholders.

In respect of all interested person transactions, we shall adopt the following policies:

(a) In the event that a member of our Audit Committee is interested in any interested persontransaction, he will abstain from deliberating, reviewing and/or approving that particular transaction.

(b) We shall maintain a register to record all interested person transactions which are entered into byour Group, including any quotations obtained from unrelated parties to support the terms of theinterested person transactions.

(c) We shall incorporate into our internal audit plan a review of all interested person transactionsentered into by our Group.

(d) Our Audit Committee shall review the internal audit reports at least half-yearly to ensure that allinterested person transactions are carried out on an arm’s length basis and in accordance with theprocedures outlined above. Furthermore, if during these periodic reviews, our Audit Committeebelieves that the guidelines and procedures as stated above are not sufficient to ensure that theinterests of minority Shareholders are not prejudiced, we will adopt new guidelines and procedures.The Audit Committee may request for an independent financial adviser’s opinion as it deems fit.

We shall ensure that all interested person transactions comply with the provisions in Chapter 9 of theListing Manual, and if required, we will seek independent Shareholders’ approval for such transactions. Inaccordance with Rule 919 of the Listing Manual, interested persons and their Associates shall abstainfrom voting on resolutions approving interested person transactions involving themselves and our Group.In addition, such interested persons shall not act as proxies in relation to such resolutions unless votinginstructions have been given by the Shareholder(s).

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Our Board of Directors will ensure that all disclosure, approval and other requirements on interestedperson transactions, including those required by prevailing legislation, the Listing Manual and relevantaccounting standards, are complied with. We will disclose in our annual report the aggregate value ofinterested person transactions during the financial year.

POTENTIAL CONFLICTS OF INTERESTS

Save as disclosed in the sections entitled “Interested Person Transactions”, “General Information on OurGroup – History” and “Restructuring Exercise” of this Offer Document, none of our Directors, ExecutiveOfficers, Substantial Shareholder or any of their Associates has any interest, direct or indirect, in anytransaction to which we were or are to be a party.

None of our Directors, Executive Officers, Substantial Shareholder or any of their Associates has anyinterest, direct or indirect, in:

(a) any company carrying on the same business or a similar trade which competes materially anddirectly with the existing business of our Group; and

(b) any company that is our customer or supplier of goods and services.

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 orleased to our Company or any of its subsidiaries or are proposed to be acquired or disposed of by orleased to our Company or any of its subsidiaries.

No expert is employed on a contingent basis by our Company or any of our subsidiaries; or has amaterial interest, whether direct or indirect, in our Shares or the shares of our subsidiaries; or has amaterial economic interest, whether direct or indirect, in our Company, including an interest in thesuccess of the Invitation.

Interests of Sponsor and Financial Advisers

In the reasonable opinion of our Directors, save as disclosed below and in the section entitled “Generaland Statutory Information – Management, Underwriting and Placement Arrangements” of this OfferDocument, our Company does not have any material relationship with the Sponsor, the Underwriter andthe Placement Agent or any other financial adviser in relation to the Invitation:

(a) CIMB is the Sponsor of the Invitation;

(b) CIMB-GK is the Underwriter and the Placement Agent of the Invitation;

(c) CIMB is the Receiving Banker of the Invitation;

(d) CIMB is one of our principal bankers and has granted us banking facilities;

(e) CIMB will be the continuing Sponsor of our Company for an initial period of three years from thedate our Company is admitted and listed on the Catalist; and

(f) CIMB and CIMB-GK are 99.99% and 100% owned by CIMB Group Sdn Bhd respectively, which isin turn wholly-owned by CIMB Group Holdings Berhad (formerly known as Bumiputra-CommerceHoldings Berhad), a company listed on Bursa Malaysia Securities Berhad.

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DIRECTORS, MANAGEMENT AND STAFF

DIRECTORS

Our Board of Directors is entrusted with the responsibility for the overall management of our Group.

The particulars of our Directors are set out below:

Country ofprincipal

Name Age Address Principal occupation residence

Foo Chew Tuck 58 Apt Blk 329 Executive Chairman SingaporeRiver Valley Road #10-02Singapore 238361

Tan Lian Huat 56 10 Dover Rise CEO Singapore#12-07 Heritage ViewSingapore 138680

Wong Hin Sun Eugene 41 10A First Avenue Managing Director SingaporeSingapore 268746 of Sirius Venture

Sin Hang Boon 71 41 Kasai Road Consultant Singapore@ Sin Han Bun Singapore 808288

Eileen Tay-Tan Bee Kiew 56 7 St. Helier’s Avenue Director SingaporeSingapore 555803

Our Directors’ career and academic history, business experience and general areas of responsibilitywithin our Group are set out below:

Foo Chew Tuck is our Executive Chairman and is the founder of our Group. He was appointed to ourBoard on 9 September 2007. He has been the executive director of Jason Electronics since itsincorporation in 1978. He determines the overall strategic and expansion plans of our Group, and isresponsible for the overall business development and general management of our Group. He has morethan 30 years of experience in the marine electronics business. Prior to setting up Jason Electronics, hewas a sales executive with Port & Marine Services Pte Ltd.

Foo Chew Tuck obtained a Diploma in Marketing from Chartered Institute of Marketing, United Kingdomin 1987, a Bachelor of Science from Oklahoma City University, United States, in 1988 and a Master ofBusiness Administration from Oklahoma City University, United States, in 1992. In 2007, he was awardedthe Pingat Bakti Masyarakat (PBM) (Community Services) by the President of Singapore. He is a fullmember of the Singapore Institute of Directors.

Tan Lian Huat is our CEO and was appointed to our Board on 9 September 2007. He has been adirector of Jason Electronics since 1982. He is responsible for the daily management and operations aswell as the overseeing of our Group’s strategies and growth. Mr Tan has been instrumental in initiatingand penetrating new markets for our business. Prior to joining our Group in 1981, he was the productionmanager of a crystal manufacturing plant, which also serviced the marine communication equipmentindustry.

Tan Lian Huat obtained a Diploma in Marketing and Sales Management from the National ProductivityBoard in 1984, a Diploma in Marketing from the Institute of Marketing in 1987 and a Master of BusinessAdministration (Strategic Marketing) from the University of Hull, United Kingdom in 1993. He is a memberof the Singapore Quality Institute, a fellow member of the Chartered Institute of Marketing, UnitedKingdom, a management committee member of the Singapore Productivity Association and a fullmember of the Singapore Institute of Directors.

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Wong Hin Sun Eugene is our Non-Executive Director and was appointed to our Board on 15 September2009. He founded Sirius Venture, a venture consulting and venture capital company, in September 2002and has been its managing director since its incorporation. Previously, from 1992 to 1998, he was withthe Republic of Singapore Navy. He joined Crimson Asia Capital Singapore Pte Ltd as an associate from1998 to 2000. From March 2000 to August 2000, he was a Vice President, Corporate Development andVentures, with Aretae Pte Ltd. Between September 2000 and September 2002, he was the ExecutiveDirector and principal of Crimson Asia Capital Singapore Pte Ltd, where his duties involved overseeingthe Singapore office. He also serves as a non-executive director of Haike Chemical Group Limited, acompany listed on the Alternative Investment Market board of the London Stock Exchange, a non-executive director of Ajisen (China) Holdings Limited, a company listed on the Hong Kong StockExchange, and a non-executive director of Japan Foods Holding Ltd., a company listed on the Catalist.

Wong Hin Sun Eugene graduated from the National University of Singapore with a Bachelor of BusinessAdministration (First Class Honours) in 1992 and obtained a Master of Business Administration from theImperial College of Science, Technology and Medicine, University of London in 1998. He also obtained acertificate of participation in the Executive Programme for Growing Companies from Graduate School ofBusiness, Stanford University in 2002. He qualifies as a chartered financial analyst since 2001 and is amember of the Institute of Directors in Singapore and the United Kingdom.

Sin Hang Boon @ Sin Han Bun is our Independent Director and was appointed to our Board on 15September 2009. He has more than 40 years of experience in the telecommunication industry. He beganhis career in 1960 as a trainee engineer with the then Singapore Telephone Board (which has gonethrough several organisational changes, including mergers, which led to the formation of SingTel today).He was the vice president of the Business Communications Group of SingTel before he was seconded toBelgacom S.A, Belgium in 1996. During 1996, he was the general manager (Global Alliance), and from1997 to 1998, he was the general manager (Group Strategy & Development) of the company. He returnedto SingTel in 1999 and held the post of chief executive officer (SingTel International), the strategicinvestment arm of the company, until his retirement in 2002. After his retirement, he continued to serve onthe boards of directors of several of SingTel’s overseas joint venture companies until 2004. Currently, heis the director of several companies, including MediaRing Ltd., a company listed on the SGX-ST.

Sin Hang Boon @ Sin Han Bun graduated from the Nanyang University in 1959 with a Bachelor ofScience (Physics). He also held a Diploma in Business Administration from the University of Singapore(1973), and attended the Advanced Management Program of the Harvard University Graduate Schoolof Business Adminsitration in 1993.

Eileen Tay-Tan Bee Kiew is our Independent Director and was appointed to our Board on 15 September2009. She has more than 35 years of experience in the areas of accounting, auditing, taxation, publiclisting, due diligence, mergers & acquisition and business advisory. She began her career in 1974 as anaudit assistant with Turquand Young (now known as Ernst & Young). From 1991 to 2002, she was apartner of KPMG. From 2002 to 2006, she was a director of several companies, both private and publiclisted, in Singapore and Australia. From 2007 to 2008, she was the chief financial officer of SunningdaleTech Ltd, a company listed on the SGX-ST. She is currently an independent director and the chairman ofthe Audit Committee of MediaRing Ltd., a company listed on the SGX-ST.

Eileen Tay-Tan Bee Kiew graduated from the University of Singapore in 1974 with a Bachelor ofAccountancy (Hons). She is a fellow member of the Institute of Certified Public Accountants of Singapore,the Chartered Institute of Management Accountants, the United Kingdom and the CPA Australia.

Our Directors have the appropriate expertise to act as directors of our Company, as evidenced by theirbusiness and working experience set out above. Wong Hin Sun Eugene, Sin Hang Boon @ Sin Han Bunand Eileen Tay-Tan Bee Kiew have prior experience as directors of public listed companies in Singaporeand are therefore familiar with the roles and responsibilities of a director of a public listed company inSingapore.

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Foo Chew Tuck has attended the “SGX Listed Companies Development Programme – Understanding theRegulatory Environment in Singapore: What Every Director Ought to Know” conducted by the SingaporeInstitute of Directors and is aware of the roles and responsibilities of a director of a public listed companyin Singapore. Our Company will make arrangements for Tan Lian Huat to receive relevant training tofamiliarise himself with the roles and responsibilities of a director of a public listed company in Singaporefollowing the admission of our Company to the Catalist.

None of our Directors, Executive Officers and Substantial Shareholder has any family relations with oneanother.

The list of present and past directorships of each Director over the last five years up to the LatestPracticable Date and excluding those held in our Company, is set out below:

Name Present Directorships Past Directorships

Foo Chew Tuck Group corporations Group corporationsiProMar NilJason Asia Jason ElectronicsJason Elektronik Jason ThailandJason VentureSing Partners MarineGuangyuan Communication andNavigation

Other corporations Other corporationsBay Plaza Sdn Bhd Jason PhilippinesChristian Business Men’s Committee(Singapore) Limited

Jason ConsultancyJason EngineeringJason HarvestJE ElektronikJE HoldingsUnity Far East Pte. Ltd.Unity Holdings100 Holdings Pte. Ltd.3FE Investment Pte. Ltd.

Tan Lian Huat Group corporations Group corporationsJason Asia NilJason ElectronicsJason ElektronikJason ShanghaiJason ThailandJason Venture

Other corporations Other corporationsBay Plaza Sdn Bhd Jason Harvest Jason Consultancy JE HoldingsJason Engineering KMS-Jascort Technical Service Pte. Ltd.JE Elektronik Won Electronics Pte. Ltd.Unity Far East Pte. Ltd.Unity Holdings

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Wong Hin Sun Eugene Group corporations Group corporationsNil Nil

Other corporations Other corporationsAcumen Communications Limited Aeriel Beauty Co., LtdAjisen (China) Holdings Limited Business Angel Network (South East Efusion Solutions Pte. Ltd. Asia) Ltd Grand Team Technologies Limited Capella Capital Pte LtdHaike Chemical Group Limited China Video Surveillance Limited Japan Foods Holding Ltd. (formerly known as Yaan Security SD E-Hub Pte Ltd Technology Limited)SD Vivo Pte Ltd Communication Design International SD White Sands Pte Ltd Limited Sirius Angel Fund Pte. Ltd. Fuziq Software Sdn BhdSirius Capital Holdings Pte. Ltd. Keane Consulting (Asia) Pte. Ltd.(in the process of being liquidated) Kingsley Capital International Pte. Ltd.

Sirius Capital Management Pte. Ltd. Milliken & Craig (S) Pte LtdSirius Growth Partners I Pte. Ltd. Mindsource Enterprises Ltd (liquidated) Sirius Japan Co. Ltd NTI International LimitedSirius Management Services Pte. Ltd. Pyxis Communications & Consultancy Sirius SME Growth Partners I Limited Pte. Ltd.Sirius Venture Sirius Capital Management Limited Sirius Ventures Company Ltd Sirius Education Services Pte. Ltd.Southeast Asia Acquisition Corp (formerly known as MindsourceSuperdog Pte. Ltd. Education Services (Singapore)Tecbiz Frisman Holdings Private Limited Pte. Ltd.) (struck off) Tecbiz Frisman Pte Ltd Sirius Investment IncTransmex Systems International Pte. Ltd. Sirius Ventures Sdn Bhd

Spanners International Pte LtdTianjin Yaan Technology ElectronicsCo., Ltd

WellTelecom Pte. Ltd.(struck off)

Sin Hang Boon @ Group corporations Group corporationsSin Han Bun Nil Nil

Other Corporations Other CorporationsBharti Global Ltd (Jersey) ADSB Telecommunications B.V.GlobalRoam Group Ltd. (Netherlands)ICIL Holdings Ltd (Mauritius) Belgacom S.A. (Belgium)Idea Services Pte. Ltd. Nettest Pte Ltd (in liquidation-members’Indian Continent Investments Ltd. voluntary winding-up)(Mauritius) New Century Infocomm Tech Co. Ltd.

MediaRing Ltd. Sirius VentureQuantium Solutions International Pte Ltd (formerly known as G3 WorldwideAspac Pte Ltd)

Eileen Tay-Tan Bee Kiew Group corporations Group corporationsNil Nil

Other Corporations Other CorporationsMediaRing Ltd. Asia Growth Capital Pte. Ltd.

Asia Growth Capital (Shanghai) Co LtdAsia Growth Capital Advisory Pte. Ltd.Asia Growth Capital Investments LtdAsia Growth Venture Investments LtdCyGenics LtdLifestyle Communities LtdM+W Zander Facility Engineering Limited

United BMEC Pte Ltd

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EXECUTIVE OFFICERS

The day-to-day operations of our Group are entrusted to our Executive Directors who are assisted by anexperienced and qualified team of Executive Officers. The particulars of our Executive Officers are set outbelow:

Name Age Address Principal occupation

Foo Hui Min 33 21 West Coast Crescent Chief Financial Officer#10-06, Singapore 128045

Ooi Chee Kong 41 Blk 291-E Bukit Batok St 24 Chief Human Resource Officer#04-09, Singapore 654291

Our Executive Officers’ career and academic history, business experience and areas of responsibilitywithin our Group are set out below:

Foo Hui Min is our Chief Financial Officer. She joined our Group in March 2008 and is responsible foroverseeing all accounting, financial and corporate secretarial matters of our Group. Prior to joining ourGroup, she was the financial controller of Total Automation Pte Ltd from June 2006 to March 2008following the restructuring of Total Automation Ltd (now known as Maveric Limited), a company listed onthe SGX-ST, pursuant to which Total Automation Ltd transferred all its business to Total Automation PteLtd in June 2006. Prior to that, she was with Total Automation Ltd from October 1998 to June 2006. Herlast position with the company was financial controller. She was also the company secretary of TotalAutomation Pte Ltd and certain of its subsidiary companies.

Foo Hui Min obtained a Bachelor Degree in Science with major in Economics from the National Universityof Singapore in 1998. She also possesses a professional accounting qualification from the Association ofChartered Certified Accountants (ACCA). She is a Certified Public Accountant (CPA Singapore), amember of the Association of Chartered Certified Accountants (ACCA) and a member of the Institute ofCertified Public Accountants of Singapore (ICPAS). She is currently pursuing a Master of BusinessAdministration degree from the University of Manchester.

Ooi Chee Kong is our Chief Human Resource Officer. He joined our Group in 2000. From 2000 to 2003,he was the assistant quality manager of Jason Electronics, and was responsible for the planning andimplementation of quality management system as well as conducting internal audit of the quality systemof Jason Electronics. He assumed his current role in 2003. He oversees all administrative and personnelmatters of our Group. In particular, he is responsible for the overall welfare, performance, recruitment andtraining of our employees and deployment of human resource. Prior to joining our Group, in 1998, he wasa quality management executive of BBR Holdings Ltd and from 1999 to 2000, he was the humanresource and administrative manager of BBR Holdings Ltd, where he assumed a full spectrum of humanresource functions of BBR Holdings Ltd’s group of companies. He also acted as the quality systemmanagement representative of BBR Holdings Ltd’s group of companies, where his duties includedplanning and leading the internal audit of the quality systems. From 1993 to 1998, he was the qualitycoordinator of Albert Loh Consultants Pte. Ltd. where he was in charge of preparing and co-ordinatingsubmission of relevant statutory approvals for building and construction works. From 1989 to 1993, hewas the design draughtsman of Far East Levingston Shipbuilding Limited (now known as Keppel FelsLimited) where he was responsible for preparing technical drawings for construction purposes andensuring actual construction conform with drawings. He has over ten years of experience in humanresource.

Ooi Chee Kong obtained a Diploma in Business Studies from the Institute of Commercial Management in1988, a Diploma in Total Quality Management from Ngee Ann Polytechnic, Singapore in 1998 and anAdvanced Diploma in Industrial Engineering and Management from Ngee Ann Polytechnic, Singapore in2001. In 2004, he obtained a Bachelor of Business (Transport and Logistics Management) with Distinctionfrom Royal Melbourne Institute of Technology, Australia.

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The list of present and past directorships of each Executive Officers over the last five years up to theLatest Practicable Date and excluding those held in our Company, is set out below:


Foo Hui Min Group corporations Group corporationsNil Nil

Other corporations Other corporationsNil Nil

Ooi Chee Kong Group corporations Group corporationsPT Jason Nil

Other corporations Other corporationsNil Nil

To the best of our knowledge and belief, there is no arrangement or understanding with a SubstantialShareholder, customer or supplier of our Company or other person, pursuant to which any of ourDirectors or Executive Officers was selected as a Director or an Executive Officer of our Company.

MANAGEMENT REPORTING STRUCTURE

The following chart shows our management reporting structure as at the Latest Practicable Date.

Executive Chairman Foo Chew Tuck

CEOTan Lian Huat

Chief Human Resource Officer

Ooi Chee Kong

Chief Financial Officer Foo Hui Min

Board of Directors

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DIRECTORS’ AND EXECUTIVE OFFICERS’ REMUNERATION

The remuneration (including salary, bonus, contributions to CPF, directors’ fees, allowances and benefits-in-kind) paid or payable during FY2008 and FY2009 and the estimated remuneration to be paid for thecurrent FY2010 to our Directors and Executive Officers for services rendered to our Group are set out inthe following remuneration bands(1):

FY2008 FY2009 FY2010(estimated)(2)

Directors

Foo Chew Tuck Band C Band D Band CTan Lian Huat Band B Band B Band AWong Hin Sun Eugene – – Band ASin Hang Boon @ Sin Han Bun – – Band AEileen Tay-Tan Bee Kiew – – Band A

Executive Officers

Foo Hui Min Band A Band A Band AOoi Chee Kong Band A Band A Band A

Notes:

(1) Remuneration bands:

“Band A” refers to remuneration of up to S$250,000.

“Band B” refers to remuneration between S$250,001 and S$500,000.

“Band C” refers to remuneration between S$500,001 and S$750,000.

“Band D” refers to remuneration between S$750,001 and S$1,000,000.

(2) The estimated remuneration for FY2010 does not include any incentive bonus payable under the Service Agreements of ourExecutive Directors, details of which are set out in the section entitled “Directors, Management and Staff – ServiceAgreements” of this Offer Document. The estimated remuneration of our Executive Officers for FY2010 also excludesbonuses.

As at the Latest Practicable Date, other than amounts set aside or accrued in respect of relevant lawsand regulations, we have not set aside or accrued any amounts for our Directors and our ExecutiveOfficers to provide for pension, retirement or similar benefits.

EMPLOYEES

As at the Latest Practicable Date, we have 193 full-time employees.

A breakdown of our full-time staff by function is as follows:

As at theLatest

As at 31 March PracticableFunction 2007 2008 2009 Date

Sales and Distribution 65 78 69 71Finance and Administration 18 20 21 22Management 2 2 2 2Maintenance 49 67 83 98

Total 134 167 175 193

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The geographical breakdown of our full-time employees is as follows:

As at theLatest

As at 31 March PracticableFunction 2007 2008 2009 Date

Singapore 121 147 159 165The PRC 12 19 15 27Vietnam 1 1 – –Malaysia – – 1 1Indonesia – – – –Thailand – – – –

Total 134 167 175 193

The number of full-time staff that we employ is not subject to any significant seasonal fluctuation and wedo not employ a significant number of temporary employees.

None of our employees is a member of any labour unions. The relationship and co-operation between ourmanagement and staff is good and this is expected to remain so in the future. There has not been anyincidence of work stoppages or labour disputes which have affected our operations.

Pension or retirement benefits

As at the Latest Practicable Date, other than amounts set aside or accrued in respect of the relevant lawsand regulations, no amounts have been set aside or accrued by our Company or subsidiaries to providepension, retirement or similar benefits for any of our employees.

SERVICE AGREEMENTS

On 22 September 2009, our Company entered into respective Service Agreements with our ExecutiveDirectors, Foo Chew Tuck and Tan Lian Huat (each an “Appointee”).

The Service Agreements shall take effect from the date of admission of our Company to the Catalist (the“Commencement Date”) and shall continue for an initial period of three years (“Initial Term”).Subsequently, the Service Agreements are automatically renewed annually unless either party givesnotice of its intention to terminate in the manner set out below. After the Initial Term, the ServiceAgreements may be terminated by either party giving the other party not less than six months’ notice inwriting or an amount equal to six months’ salary in lieu of notice. During the Initial Term, either party mayonly terminate the Service Agreements by giving to the other party not less than 12 months’ notice or anamount equal to 12 months’ salary in lieu of notice.

The Service Agreements provided for, inter alia, the salary payable to the Appointees, annual leave,medical benefits, grounds of termination and certain restrictive covenants (including non-competeobligation). Under the terms of the respective Service Agreements, Foo Chew Tuck is entitled to receive amonthly salary of S$35,000 and Tan Lian Huat is entitled to receive a monthly salary of S$13,800. Theywill each be entitled to receive a fixed annual wage supplement of one month’s salary and an annualvariable bonus of up to three months’ salary in addition to the incentive bonus described below.

Each Appointee will also be paid an incentive bonus based on our PBT, provided that our PBT equals toor exceeds S$2,000,000 for the financial year. For this purpose, “PBT” means the audited consolidatedprofit before income tax and before profit sharing (excluding non-recurring exceptional terms andextraordinary items) but before minority interests of our Group for the relevant financial year. The amountof incentive bonus that each Appointee will receive in each financial year will be determined as follows:

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Foo Chew Tuck

Amount / Rate of incentive bonus payable to each PBT Appointee

Where the PBT is less than S$2,000,000 Nil

Where the PBT is S$2,000,000 or more but 2.0% of the actual PBT achieved by our Groupless than S$2,500,000

Where the PBT is S$2,500,000 or more up 4.0% of the actual PBT achieved by our Groupto and including S$5,000,000

Where the PBT is more than S$5,000,000 5.0% of the actual PBT achieved by our Group

Tan Lian Huat

Amount / Rate of incentive bonus payable to each PBT Appointee

Where the PBT is less than S$2,000,000 Nil

Where the PBT is S$2,000,000 or more but 1.0% of the actual PBT achieved by our Groupless than S$3,000,000

Where the PBT is S$3,000,000 or more up 2.0% of the actual PBT achieved by our Groupto and including S$5,000,000

Where the PBT is more than S$5,000,000 2.5% of the actual PBT achieved by our Group

Save as disclosed above, there are no bonus or profit-sharing plans or any other profit-linked agreementsor arrangements between our Company and any of our Directors, Executive Officers or employees.

In addition, the Company shall continue to provide Foo Chew Tuck the use of a car of his choice notexceeding S$300,000 in value (including the cost of certificate of entitlement). Foo Chew Tuck is entitledto purchase the car from our Company or the relevant company in our Group after the expiry of five yearscommencing from the Commencement Date for a consideration of S$1.00 if he remains as an employeeof our Company or our Group then.

Our Company will provide Tan Lian Huat with a fixed monthly transport allowance of S$1,000.

All reasonable travelling, hotel, entertainment and such other out-of-pocket expenses incurred by theAppointees in the discharge of their duties will be borne by our Company.

Each of the Service Agreements may be terminated by our Company by summary notice upon theoccurrence of certain events, such as criminal conviction, grave misconduct or bankruptcy involving therelevant Appointee. None of the Appointees will be entitled to any benefit upon termination of his ServiceAgreement.

Under the Service Agreements, the remuneration of the Appointees is subject to annual review by theRemuneration Committee.

Save for the ESOS and subject to the approvals of the Shareholders of our Company, the SGX-ST andother regulatory authorities, where necessary, Foo Chew Tuck shall be eligible to participate in any otheremployee scheme or plan implemented by our Company on such terms as may be determined by ourRemuneration Committee at its sole and absolute discretion.

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Subject to the approvals of the Shareholders of our Company, the SGX-ST and other regulatoryauthorities, where necessary, Tan Lian Huat shall be eligible to participate in any other employee schemeor plan implemented by our Company on such terms as may be determined by our RemunerationCommittee at its sole and absolute discretion.

Had the Service Agreements mentioned above been in place for FY2009, the aggregate remuneration(including contributions to the CPF and other benefits, if any) paid or provided to our Executive Directorswould have been approximately S$1.4 million instead of S$1.1 million and the combined PBT would havebeen approximately S$7.4 million instead of S$7.8 million.

Save as disclosed above, there are no other existing or proposed service contracts entered into or to beentered into between our Company and our subsidiaries with any of our Directors or Executive Officers.

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JASON EMPLOYEE SHARE OPTION SCHEME

On 24 August 2009, our Shareholders approved the ESOS.

The ESOS will provide eligible participants with an opportunity to participate in the equity of our Companyand to motivate them towards better performance through increased dedication and loyalty. The ESOS,which forms an integral and important component of our employee compensation plan, is designed toprimarily reward and retain directors and employees whose services are vital to our well being andsuccess.

As at the Latest Practicable Date, no Options have been granted under the ESOS.

Objectives of the ESOS

The objectives of the ESOS are as follows:

(a) to motivate participants to optimise their performance standards and efficiency and to maintain ahigh level of contribution to our Group;

(b) to retain key employees and directors whose contributions are essential to the long-term growthand profitability of our Group;

(c) to instil loyalty to, and a stronger identification by participants with the long-term prosperity of, ourGroup;

(d) to attract potential employees with relevant skills to contribute to our Group and to create value forour Shareholders; and

(e) to align the interests of participants with the interests of our Shareholders.

Summary of the ESOS

The following is a summary of the rules of the ESOS:

(1) Participants

The ESOS allows for participation by confirmed employees of our Group (including ExecutiveDirectors) and Non-executive Directors (including Independent Directors) who have attained theage of 21 years on or before the relevant date of grant of the Option, provided that none shall bean undischarged bankrupt or have entered into a composition with his creditors. For the avoidanceof doubt, Executive Directors who are Controlling Shareholders and their respective Associatesshall not be eligible to participate in the ESOS.

(2) Administration

The ESOS shall be administered by the Remuneration Committee with powers to determine, interalia, the following:

(a) persons to be granted Options;

(b) number of Options to be granted; and

(c) recommendations for modifications to the ESOS.

As at the date of this Offer Document, our Remuneration Committee comprises Sin Hang Boon @Sin Han Bun, Eileen Tay-Tan Bee Kiew and Wong Hin Sun Eugene. The Remuneration Committeewill consist of Directors (including Directors or persons who may be participants of the ESOS). Amember of the Remuneration Committee who is also a participant of the ESOS must not beinvolved in any deliberation or decision in respect of Options granted or to be granted to him.

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(3) Size of the ESOS

The total number of Shares over which the Remuneration Committee may grant Options on anydate, when added to the number of Shares issued and issuable in respect of all Options grantedunder the ESOS and all outstanding options granted under such other share-based incentiveschemes of the Company, shall not exceed 15% of the number of issued Shares (includingtreasury shares, as defined in the Companies Act) on the day immediately preceding the OfferDate of the Option.

Our Directors believe that this limit gives us sufficient flexibility to decide upon the number ofOption Shares to offer to our existing and new employees. The number of eligible participants isexpected to grow over the years. Our Company, in line with its goal of ensuring sustainable growth,is constantly reviewing its position and considering the expansion of its talent pool which mayinvolve employing new employees. The employee base, and thus the number of eligible participantswill increase as a result. If the number of Options available under the ESOS is limited, ourCompany may only be able to grant a small number of Options to each eligible participant whichmay not be a sufficiently attractive incentive. Our Company is of the opinion that it should havesufficient number of Options to offer to new employees as well as to existing ones. The number ofOptions offered must also be significant to serve as a meaningful reward for contributions to ourGroup. However, it does not necessarily mean that the Remuneration Committee will definitelyissue Option Shares up to the prescribed limit. The Remuneration Committee shall exercise itsdiscretion in deciding the number of Option Shares to be granted to each employee which willdepend on the performance and value of the employee to our Group.

(4) Maximum entitlements

The aggregate number of Shares comprised in any Option to be offered to a participant under theESOS shall be determined at the absolute discretion of the Remuneration Committee, which shalltake into account (where applicable) criteria such as rank, past performance, years of service,potential for future development of that participant.

(5) Options, exercise period and exercise price

The Options that are granted under the ESOS may have exercise prices that are, at theRemuneration Committee’s discretion, set at a price (the “Market Price”) equal to the average ofthe last dealt prices for the Shares on the Official List of Catalist for the five consecutive MarketDays immediately preceding the relevant date of grant of the relevant Option; or at a discount to theMarket Price (subject to a maximum discount of 20%). Options which are fixed at the Market Price(“Market Price Option”) may be exercised after the first anniversary of the date of grant of thatOption while Options exercisable at a discount to the Market Price (“Discounted Option”) may onlybe exercised after the second anniversary from the date of grant of the Option. Options grantedunder the ESOS will have a life span of ten years.

(6) Grant of Options

Under the rules of the ESOS, there are no fixed periods for the grant of Options. As such, offers forthe grant of Options may be made at any time at the discretion of the Remuneration Committee.However, no Option shall be granted during the period of 30 days immediately preceding the dateof announcement of our Company’s interim or final results (as the case may be).

In addition, in the event that an announcement on any matter of an exceptional nature involvingunpublished price sensitive information is imminent, offers may only be made after the secondmarket day from the date on which the aforesaid announcement is made.

(7) Termination of Options

Special provisions in the rules of the ESOS deal with the lapse or earlier exercise of Options incircumstances which include the termination of the participant’s employment in our Group, thebankruptcy of the participant, the death of the participant, a take-over of our Company and thewinding-up of our Company.

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(8) Acceptance of Options

The grant of Options shall be accepted within 30 days from the date of offer. Offers of Optionsmade to grantees, if not accepted by the closing date, will lapse. Upon acceptance of the offer, thegrantee must pay our Company a consideration of S$1.00.

(9) Rights of Shares arising from the exercise of Options

Shares arising from the exercise of Options are subject to the provisions of the Memorandum andArticles of Association of our Company. The Shares so allotted will upon issue rank pari passu inall respects with the then existing issued Shares, save for any dividend, rights, allotments ordistributions, the record date for which is prior to the relevant exercise date of the Option. For suchpurposes, “record date’’ means the date as at the close of business on which our Shareholdersmust be registered in order to participate in any dividends, rights, allotments or other distributions(as the case may be).

(10) Duration of the ESOS

The ESOS shall continue in operation for a maximum duration of 10 years commencing on thedate on which the ESOS is adopted by our Company in general meeting and may be continued forany further period thereafter with the approval of our Shareholders by ordinary resolution in generalmeeting and of any relevant authorities which may then be required.

(11) Abstention from voting

Shareholders who are eligible to participate in the ESOS are to abstain from voting on anyresolution of Shareholders relating to the ESOS.

Grant of Discounted Options

Discounted Options will only be granted to deserving employees whose performance has beenconsistently good and/or whose future contributions to our Group will be invaluable. The ability to offerDiscounted Options will operate as a means to recognise the performance of participants as well as tomotivate them to continue to excel while encouraging them to focus on improving the profitability andreturn of our Group to a level that benefits our Shareholders when these are eventually reflected throughan appreciation of our Share price. Discounted Options would be perceived in a more positive light by theparticipants, inspiring them to work hard and produce results in order to be offered Discounted Optionsas only employees who have made significant contributions to the success and development of our Groupwould be granted Discounted Options.

The flexibility to grant Discounted Options is also intended to cater to situations where the stock marketperformance has overrun the general market conditions. In such events, the Remuneration Committee willhave absolute discretion to:

(a) grant Options set at a discount to the Market Price of a Share (subject to a maximum limit of 20%);and

(b) determine the participants to whom, and the Options to which, such reduction in exercise priceswill apply.

In determining whether to give a discount and the quantum of the discount, the Remuneration Committeeshall be at liberty to take into consideration factors including the performance of our Company, our Group,the performance of the participant concerned, the contribution of the participant to the success anddevelopment of our Group and the prevailing market conditions.

At present, our Company foresees that Discounted Options may be granted principally in the followingcircumstances:

(a) Firstly, where it is considered more effective to reward and retain talented employees by way of aDiscounted Option rather than a Market Price Option. This is to reward the outstanding performerswho have contributed significantly to our Group’s performance and the Discounted Option servesas additional incentives to such Group employees. Options granted by our Company on the basis

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of market price may not be attractive and realistic in the event of an overly buoyant market andinflated share prices. Hence during such period the ability to offer Discounted Options would allowour Company to grant Options on a more realistic and economically feasible basis. Furthermore,Discounted Options will give an opportunity to our Group employees to realise some tangiblebenefits even if external events cause the Share price to remain largely static.

(b) Secondly, where it is more meaningful and attractive to acknowledge a participant’s achievementsthrough a Discounted Option rather than paying him a cash bonus. For example, DiscountedOptions may be used to compensate employees and to motivate them during economic downturnswhen wages (including cash bonuses and annual wage supplements) are frozen or cut, or theycould be used to supplement cash rewards in lieu of larger cash bonuses or annual wagesupplements. Accordingly, it is possible that merit-based cash bonuses or rewards may becombined with grants of Market Price Options or Discounted Options, as part of eligible employees’compensation packages. The ESOS will provide our Group employees with an incentive to focusmore on improving the profitability of our Group thereby enhancing shareholder value when theseare eventually reflected through the price appreciation of our Shares after the vesting period.

The Remuneration Committee will have the absolute discretion to grant Discounted Options, to determinethe level of discount (subject to a maximum discount of 20% of the Market Price) and the grantees towhom, and the Options to which, such discount in the exercise price will apply provided that ourShareholders in general meeting shall have authorised, in a separate resolution, the making of offers andgrants of Options under the ESOS at a discount not exceeding the maximum discount as aforesaid.

Our Company may also grant Options without any discount to the Market Price. Additionally, ourCompany may, if it deems fit, impose conditions on the exercise of the Options (whether such Options aregranted at the market price or at a discount to the Market Price), such as restricting the number ofShares for which the Option may be exercised during the initial years following its vesting.

Rationale for participation by employees of our Group (including the Executive Directors) in theESOS

The extension of the ESOS to employees of our Group allows us to have a fair and equitable system toreward employees of our Group (including Executive Directors) who have made and who continue tomake significant contributions to the long-term growth of our Group.

We believe that the grant of Options to the employees of our Group will enable us to attract, retain andprovide incentives to its participants to produce higher standards of performance as well as encouragegreater dedication and loyalty to our Group. This would enable our Company to give recognition to pastcontributions and services as well as motivating participants generally to contribute towards the long-termgrowth of our Group.

Rationale for participation by our Non-executive Directors (including Independent Directors) in theESOS

Although our Non-executive Directors are not involved in the day-to-day running of our operations, theyplay an invaluable role in furthering the business interests of our Group by contributing their experienceand expertise. The participation by Non-executive Directors in the ESOS will provide our Company with afurther avenue to acknowledge and recognise their services and contributions to our Group as it may notalways be possible to compensate them fully or appropriately by increasing the directors’ fees or otherforms of cash payment. For instance, the Non-executive Directors may bring strategic or other value toour Company which may be difficult to quantify in monetary terms. The grant of Options to Non-executiveDirectors will allow our Company to attract and retain experienced and qualified persons from differentprofessional backgrounds to join our Company as Non-executive Directors, and to motivate existing Non-executive Directors to take extra efforts to promote the interests of our Company and/or our Group.

In deciding whether to grant Options to the Non-executive Directors, the Remuneration Committee willtake 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 Director.The Remuneration Committee may also, where it considers relevant, take into account other factors suchas the economic conditions and our Company’s performance.

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In order to minimise any potential conflict of interests and not to compromise the independence of theNon-executive Directors, our Company intends to grant only a nominal number of Options granted underthe ESOS to such Non-executive Directors.

Cost of Options granted under the ESOS to our Company

Any options granted under the ESOS, whether such options are Market Price Options or DiscountedOptions, would have a fair value. In the event that such options are granted at prices below the fair valueof the options, there will be a cost to our Company. Such costs are higher in the case of DiscountedOptions, where such options are granted with exercise prices set at a discount to the prevailing marketprice of our Shares. The cost to our Company of granting options with a discounted exercise price underthe ESOS would be as follows:

(a) the exercise of an option at a discounted exercise price would translate into a reduction of theproceeds from the exercise of such options, as compared to the proceeds that our Company wouldhave received from such exercise had the exercise been made at the prevailing market price of ourShares. Such reduction of the exercise proceeds would represent the monetary cost to ourCompany of granting options with a discounted exercise price;

(b) as the monetary cost of granting options with a discounted exercise price is borne by ourCompany, the earnings of our Company would effectively be reduced by an amount correspondingto the reduced interest earnings that our Company would have received from the difference inproceeds from an exercise price with no discount versus the discounted exercise price. Suchreduction would, accordingly, result in the dilution of our Company’s EPS; and

(c) the effect of the issue and allotment of new Shares upon the exercise of options on our Company’sNAV per Share is accretive if the exercise price is above the NAV per Share, but dilutive otherwise.

The costs as discussed above would only materialise upon the exercise of the relevant Options. Shareoptions have value because the option to buy a company’s share for a fixed price during an extendedfuture time period is a valuable right, even if there are restrictions attached to such an option. As ourCompany is required to account for share-based awards granted to our employees, the cost of grantingOptions will affect our financial results as this cost to our Company would be required to be charged toour Company’s profit and loss account commencing from the time Options are granted. Subject asaforesaid, as and when Options are exercised, the cash inflow will add to the net tangible assets of ourCompany and its share capital base will grow. Where Options are granted with subscription prices thatare set at a discount to the market prices for our Shares prevailing at the time of the grant of suchOptions, the amount of the cash inflow to our Company on the exercise of such Options would bediminished by the quantum of the discount given, as compared with the cash inflow that would have beenreceivable by our Company had the Options been granted at the market price of our Shares prevailing atthe time of the grant.

The grant of Options will have an impact on our Company’s reported profit under the accounting rules inthe Singapore Financial Reporting Standards, which requires the recognition of an expense in respect ofOptions granted. The expenses will be based on the fair value of the Options at the date of grant (asdetermined by an option-pricing model) and will be recognised over the vesting period.

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CORPORATE GOVERNANCE

Our Directors recognise the importance of corporate governance and the offering of high standards ofaccountability to our Shareholders, and will endeavour to comply with the recommendations set out in theCode of Corporate Governance.

BOARD PRACTICES

Our Directors are appointed by our Shareholders at a general meeting, and an election of Directors takesplace annually. One third (or the number nearest one third) of our Directors, are required to retire fromoffice at each annual general meeting. Further, all our Directors are required to retire from office at leastonce in every three years. However, a retiring Director is eligible for re-election at the meeting at which heretires. Further details on the appointment and retirement of Directors can be found in the section entitled“Summary of Selected Articles of Association” in Appendix C of this Offer Document.

Nominating Committee

Our Nominating Committee comprises Sin Hang Boon @ Sin Han Bun, Eileen Tay-Tan Bee Kiew andWong Hin Sun Eugene. The Chairman of the Nominating Committee is Sin Hang Boon @ Sin Han Bun.

Our Nominating Committee will be responsible for:

(a) reviewing and recommending the nomination or re-nomination of our Directors having regard to ourDirector’s contribution and performance;

(b) determining on an annual basis whether or not a Director is independent;

(c) deciding whether or not a Director is able to and has been adequately carrying out his duties as adirector; and

(d) reviewing and approving any new employment of related persons and the proposed terms of theiremployment.

Our Nominating Committee will decide how the Board’s performance is to be evaluated and will proposeobjective performance criteria, subject to the approval of the Board, which address how the Board hasenhanced long-term Shareholders’ value. The Board will also implement a process to be carried out byour Nominating Committee for assessing the effectiveness of the Board as a whole and for assessing thecontribution of each individual Director to the effectiveness of the Board. Each member of our NominatingCommittee will not take part in determining his own re-nomination or independence and shall abstainfrom voting any resolutions in respect of the assessment of his performance or re-nomination as aDirector.

Remuneration Committee

Our Remuneration Committee comprises Sin Hang Boon @ Sin Han Bun, Eileen Tay-Tan Bee Kiew andWong Hin Sun Eugene. The Chairman of the Remuneration Committee is Sin Hang Boon @ Sin HanBun.

Our Remuneration Committee will recommend to our Board a framework of remuneration for ourDirectors and key executives, and determine specific remuneration packages for each Executive Director.The recommendations of our Remuneration Committee should be submitted for endorsement by theentire Board. All aspects of remuneration, including but not limited to directors’ fees, salaries, allowances,bonuses, the Options to be issued under the ESOS and other benefits-in-kind shall be covered by ourRemuneration Committee.

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In addition, our Remuneration Committee will perform an annual review of the remuneration of employeesrelated to our Directors and/or Substantial Shareholder to ensure that their remuneration packages are inline with our staff remuneration guidelines and commensurate with their respective job scopes and levelof responsibilities. They will also review and approve any bonuses, pay increases and/or promotions forthese employees. Each member of our Remuneration Committee shall abstain from voting on anyresolutions in respect of his remuneration package or that of employees related to him.

Audit Committee

Our Audit Committee comprises Sin Hang Boon @ Sin Han Bun, Eileen Tay-Tan Bee Kiew and Wong HinSun Eugene. The Chairman of the Audit Committee is Eileen Tay-Tan Bee Kiew.

Our Audit Committee will meet periodically to perform the following functions:

(a) review the audit plans of our external auditors and our internal auditors, where applicable;

(b) review the external auditors’ reports on their examination and evaluation of our internal controls;

(c) review the co-operation given by our management to our external auditors and our internalauditors, where applicable;

(d) review, where applicable, the scope and results of the internal audit procedures;

(e) review our Group’s compliance with such functions and duties as may be required under therelevant statutes or the Listing Manual, including such amendments made thereto from time totime;

(f) review and approve interested person transactions and review procedures thereof;

(g) review potential conflicts of interest (if any) and to set out a framework to resolve or mitigate anypotential conflicts of interests;

(h) conduct periodic review of foreign exchange transactions and hedging policies (if any) undertakenby our Group;

(i) review the financial statements of our Group before submission to our Board for approval;

(j) review our key financial risk areas, with a view to providing an independent oversight on ourGroup’s financial reporting, the outcome of such review to be disclosed in the annual reports or,where the findings are material, announced immediately via SGXNET; and

(k) undertake such other functions and duties as may be required by statute or the Listing Manual, andby such amendments made thereto from time to time.

Apart from the duties listed above, our Audit Committee shall commission and review the findings ofinternal investigations into matters where there is any suspected fraud or irregularity, or failure of internalcontrols or suspected infringement of any Singapore law, rule or regulation which has or is likely to havea material impact on our Group’s operating results and/or financial position. In the event that a member ofour Audit Committee is interested in any matter being considered by our Audit Committee, he will abstainfrom reviewing and deliberating on that particular transaction or voting on that particular resolution.

Our Audit Committee shall also commission an annual internal control audit until such time as our AuditCommittee is satisfied that our Group’s internal controls are robust and effective enough to mitigate ourGroup’s internal control weaknesses (if any). Prior to the decommissioning of such an annual audit, ourBoard is required to report to the SGX-ST and the Sponsor on how the key internal control weaknesseshave 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 itselfthat our Group’s internal controls remain robust and effective. Upon completion of the internal controlaudit, appropriate disclosure will be made via SGXNET of any material, price-sensitive internal controlweaknesses and any follow-up actions to be taken by our Board.

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Our Audit Committee, after having (a) conducted an interview with Foo Hui Min; (b) considered thequalifications and past working experiences of Foo Hui Min (as described in the section entitled“Directors, Management and Staff” of this Offer Document); (c) observed Foo Hui Min’s abilities, familiarityand diligence in relation to the financial matters and information of our Group; (d) noted the absence ofnegative feedback on Foo Hui Min from the representatives of our Group’s Independent Auditors andReporting Accountants, BDO Raffles, is of the view that Foo Hui Min is suitable for the position of ChiefFinancial Officer of our Group.

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EXCHANGE CONTROLS

The following is a description of the exchange controls that exist in the jurisdictions which our Groupoperates in.

Singapore

Currently, no foreign exchange control restrictions exist in Singapore.

Malaysia

Malaysia has liberalized much of its foreign exchange rules with the notable exception being thecontinuing prohibition on the use of RM in international trade. The RM is still not freely convertible intoforeign currencies outside Malaysia.

Companies in Malaysia, including non-resident controlled companies, are freely permitted to repatriatecapital, profits, dividends, rental, fees and interest arising from investments in Malaysia. The repatriationmust however be made in a foreign currency other than that of the currency of Israel.

In relation to offshore borrowings, a non-resident controlled company such as Jason Elektronik is free toborrow any amount in foreign currencies from its non-resident non-bank parent company. If JasonElektronik chooses to borrow from a non-resident bank, the prescribed limit is the equivalent of RM100million in foreign currencies per corporate group.

Jason Elektronik is also free to obtain domestic RM borrowings from licensed banks in Malaysia in thesame manner as resident controlled companies. Borrowings in RM from offshore banks is still prohibitedbut Jason Elektronik is permitted to borrow in RM from its non-resident non-bank parent company tofinance activities in the real estate sector in Malaysia, without any prescribed limit. Borrowings for otheruse in Malaysia is allowed, up to a limit of RM1 million in aggregate. If the lender is not the parentcompany and is a non-resident, there is a prescribed limit of RM1 million for RM borrowings for use inMalaysia.

Thailand

Thailand’s exchange controls are established by the Exchange Control Act B.E. 2485 (A.D. 1942) ofThailand (“ECA”) and foreign exchange transactions are regulated by the Bank of Thailand.

Under the ECA, payment of current transactions, such as payment for imported goods, payment forservices, interest payment on overseas loans, repatriation of profits or dividends on foreign investment,may be made in unlimited amounts and without permission.

Regarding payment for imported goods, importers may purchase or withdraw foreign currencies fromtheir own foreign currency accounts for import payments upon submission of supporting documents.Letters of credits may also be opened without authorisation.

Outward remittances of amounts properly due to non-residents are permitted for items of a non-capitalnature such as service fees, interest, dividends, profits, or royalties, provided that supporting documentsare submitted to the banks or authorised financial institutions.

Under the ECA, transfers in foreign currency for direct and portfolio investments in Thailand are freelypermitted. Proceeds must be surrendered to a bank or an authorised financial institution or deposited in aforeign currency account with a bank or an authorised financial institution in Thailand within 360 days.

Repatriation of capital investments may be made freely without permission for repatriation of the principalamounts under loan agreements, repayment of capital investment following the liquidation of a business,and sale of equities, including outward remittances by Thai residents of foreign currencies for thepurposes of (a) making overseas investments or loans extended to (i) their overseas affiliated businessestablishments not in excess of US$100,000,000 per year or (ii) overseas companies which hold not lessthan 10% of the equity interest of the Thai companies or affiliated business entities of such overseascompanies in an aggregate amount not exceeding US$100,000,000 per year; or (b) buying property

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overseas not in excess of US$5,000,000. Individual and corporate investors can invest in securitiesabroad through private funds and securities companies. However, all outward remittances by Thairesidents of foreign currencies to pay for securities in overseas markets must receive prior permissionfrom the Exchange Control Department.

Indonesia

Currently, no foreign exchange control restrictions exist in Indonesia. The Rupiah and foreign currencyhave been, and in general are, freely convertible. Accordingly, remittances of capital, profits, dividends,interest and royalties (subject to payment of withholding tax) in foreign currencies from Indonesia to ourCompany are not subject to any exchange controls. However, pursuant to the Foreign Exchange FlowLaw (Law No. 24 of 1999), there is a reporting system administered by Bank Indonesia (the central bank)on foreign currency remittances conducted by banks on behalf of residents. Bank Indonesia controls theIndonesian currency and oversees the conversion of the Indonesian Rupiah to foreign currencies, whichmay be effected only at the foreign exchange licenced banks and licenced money changers. Monitoringby Bank Indonesia is carried out by requiring all banks in Indonesia to report (a) foreign exchangeremittances through the bank either for its own account or the account of its customers, and (b) changesin the position of the banks’ foreign assets and liabilities.

For transactions which are not carried out through the Indonesian banking system, pursuant to BankIndonesia Regulation No. 4/2/PBI/2002 on Monitoring of Foreign Exchange Activities by Non-FinancialInstitutions (as amended by Bank Indonesia Regulation No. 5/1/PBI/2003 on Amendments to BankIndonesia Regulation No. 4/2/PBI/2002 on Monitoring of Foreign Exchange Activities by Non-FinancialInstitutions), as of 1 June 2002, companies (non-banks and non-financial institutions) having total assetsor a total annual gross revenue of at least IDR 100 billion are also required to report to Bank Indonesiaon (a) transactions affecting their offshore assets and liabilities (if the payment made by a company underan agreement is not conducted through an Indonesian bank or an Indonesian financial institution), and (b)changes in position of their foreign assets and liabilities as of the reporting period. Please note that thereporting requirement referred to in item (b) is also applicable even if the payment is conducted throughan Indonesian bank or an Indonesian financial institution. The failure to submit the report referred to initem (a) by a company will be subject to administrative sanctions in form of penalty and may be subject torevocation of the company’s business license. We note that the relevant regulations are silent in relationto the failure to submit the report referred to in item (b). Individual persons are, however, not subject toany direct reporting obligation to Bank Indonesia.

Regarding the remittance of Indonesian Rupiah, pursuant to Bank Indonesia Regulation No. 7/14/PBI/2005 dated 14 June 2005 and Circular No. 7/23/DPD dated 8 July 2005 on Restrictions on RupiahTransactions and Foreign Currency Credits Offered by Banks, cross border remittances of Rupiah fundsthrough the Indonesian banking system is prohibited. Pursuant to Bank Indonesia Regulation No.4/8/PBI/2002 on Requirements and Procedures for Carrying Rupiah out of or into the Customs Areas ofthe Republic of Indonesia, Indonesian Rupiah notes or coins amounting to IDR 100 million and above,may only be taken out of Indonesia with prior approval of Bank Indonesia. Regarding the transfer offoreign exchange out of the Republic of Indonesia (the “Transaction”) amounting to more thanUSD100,000, a company would be required to provide information and data to the head office of therelevant bank established under the law of the Republic of Indonesia or the relevant branch office of theforeign bank in Indonesia involved in the Transaction on the amount and purpose and objective ofpayment relating to the Transaction, the parties involved and the origin or the destination country of payments arising from the Transaction as required by Bank Indonesia Regulation No. 10/37/PBI/2008dated 16 December 2008 (as amended by the Bank Indonesia Regulation No. 11/14/PBI/2009).

The PRC

Major reforms have been introduced to the foreign exchange control system of the PRC since 1993. On28 December 1993, the People’s Bank of China (“PBOC”), with the authorisation of the State Councilissued the Notice on Further Reform of the Foreign Exchange Control System which came into effect on1 January 1994. Other new regulations and implementation measures include the Regulations on theForeign Exchange Settlement, Sale and Payments which were promulgated on 20 June 1996 and tookeffect on 1 July 1996 and which contain detailed provisions regulating the settlement, sale and paymentof foreign exchange by enterprises, individuals, foreign organisations and visitors in the PRC and theRegulations of the PRC on Foreign Exchange Control which were promulgated on 29 January 1996 andtook effect on 1 April 1996 and which contain detailed provisions in relation to foreign exchange control.

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On 21 July 2005, the PBOC issued Public Announcement of the PBOC on Reforming the RMB ExchangeRate Regime, which stated that from 21 July 2005 China will reform the exchange rate regime by movinginto a managed floating exchange rate regime based on market supply and demand with reference to abasket of currencies. RMB will no longer be pegged to the US dollar and the RMB exchange rate regimewill be improved with greater flexibility.

Under these new regulations, the previous dual exchange rate system for RMB was abolished and aunified floating exchange rate system based largely on supply and demand was introduced. The PBOCpublishes the RMB exchange rate against the US$ daily and other major foreign currencies daily. Suchrate is to be set by reference to the RMB/US$ and other major foreign currencies trading price on theprevious day on the inter-bank foreign exchange market.

The foreign exchange earnings of all PRC enterprises, other than those FIEs, who are allowed to retain apart of their regular foreign exchange earnings or specifically exempted under the relevant regulations,are to be sold to designated banks. Foreign exchange earnings obtained from borrowings from foreigninstitutions or issues of shares or bonds denominated in foreign currency need not be sold to designatedbanks, but must be kept in foreign exchange bank accounts of designated banks unless specificallyapproved otherwise.

At present, control of the purchase of foreign exchange is relaxed. Enterprises within the PRC whichrequire foreign exchange for their ordinary trading and non-trading activities, import activities andrepayment of foreign debts may purchase foreign exchange from designated banks if the application issupported by the relevant documents. Furthermore, FIEs may distribute profit to their foreign investorswith funds in their foreign exchange bank accounts kept with designated banks. Should such foreignexchange be insufficient, enterprises may purchase foreign exchange from designated banks upon thepresentation of the resolutions of the directors on the profit distribution plan of the particular enterprise.

When conducting foreign exchange transactions, the designated banks may, based on the exchange ratepublished by the PBOC and subject to certain limits, freely determine the applicable exchange rate.

The China Foreign Exchange Trading Centre (“CFETC”) was formally established and came intooperation in 1994. CFETC has set up a computerised network with sub-centres in several major cities,thereby forming an interbank market in which designated PRC banks can trade and settle their foreigncurrencies. Prior to 1 December 1998, FIEs may upon their own choice enter into exchange transactionsthrough a swap centre or through designated PRC banks. On 25 October 1998, the PBOC and the StateAdministration of Foreign Exchange (“SAFE”) issued a joint announcement on the abolishment of foreignexchange swap business which stated that from 1 December 1998, foreign exchange transactions willhave to be conducted through designated banks. In addition, some swap centres would be abolishedwhile others which are already linked up with CFETC by the computerised network will be merged withCFETC and sub-centres to the CFETC.

On 14 January 1997 and 1 August 2008, the Regulations of the People’s Republic of China on ForeignExchange Control were amended by the State Council.

In summary, the present position under the PRC laws relating to foreign exchange control, taking intoaccount the promulgation of the recent new regulations and the extent the existing provisions stipulated inprevious regulations do not contradict these new regulations, are as follows:

(a) The previous dual exchange rate system for RMB was abolished and a managed floating exchangerate regime based on market supply and demand with reference to a basket of currencies wasintroduced. The PBOC will announce the closing price of a foreign currencies including but notlimited to the US$ traded against the RMB in the inter-bank foreign exchange market after theclosing of the market on each working day, and will make it the central parity for the trading againstthe RMB on the following working day.

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(b) Foreign exchange receipts and payments shall be based on true and lawful transactions. PRCenterprises may retain or sell their foreign exchange earnings to financial institutions which areallowed to conduct foreign exchange businesses and use their own retained foreign exchange orpurchase foreign exchange at financial institutions which are allowed to conduct foreign exchangebusinesses for current account transactions.

(c) Capital foreign exchange receipts of PRC enterprises, upon SAFE approval (unless no approvalsrequired), may be retained or sold to financial institutions which are allowed to conduct foreignexchange businesses. PRC enterprises may use their retained foreign exchange or purchaseforeign exchange at financial institutions which are allowed to conduct foreign exchangebusinesses for capital account transactions.

(d) Despite the relaxation of foreign exchange control over current account transactions, the approvalof SAFE is still required before an enterprise may receive a foreign currency loan, provide a foreignexchange guarantee, make an investment outside China or enter into any other capital accounttransaction that involves the purchase of foreign exchange.

(e) FIEs which require foreign exchange for their ordinary trading activities such as trade services andpayment of interest on foreign debts may purchase foreign exchange from designated foreignexchange banks if the application is supported by proper payment notices or supportingdocuments.

(f) FIEs may require foreign exchange for the payment of dividends that are payable in foreigncurrencies under applicable regulations, such as distributing profits to their foreign investors. Theycan withdraw funds in their foreign exchange bank accounts kept with designated foreign exchangebanks, subject to the due payment of tax on such dividends. Where the amount of the funds inforeign exchange is insufficient, the enterprise may, upon the presentation of the resolutions of theDirectors on the profit distribution plan of the particular enterprise, purchase foreign exchange fromdesignated foreign exchange banks.

(g) FIEs may apply to designated foreign exchange banks to remit the profits out of China to theforeign parties to equity or cooperative joint ventures or the foreign investors in WFOEs if therequirements provided by PRC laws, rules and regulations are met.

In addition, on 21 October 2005, SAFE promulgated the Notice Concerning the Foreign ExchangeAdministration in the Financing and Round-trip Investment Conducted by PRC Residents via SpecialPurpose Vehicle Companies (the “SAFE Notice No. 75”). Under the SAFE Notice No. 75, PRC residentshave to register their foreign investments with the local SAFE prior to the incorporation or taking control ofspecial purpose companies (the “SPV”) and prior to the alteration registration through which such SPVacquires the PRC residents’ assets for the financing of foreign investments.

Other than the above-mentioned registration requirement, the SAFE Notice No. 75 also requires PRCresidents who are majority shareholders in the overseas invested companies to register, modify or recordwith the local foreign exchange authority within 30 days from the date of any increase/decrease of capital,share transfer, mergers/demergers, change in long-term equity or debts investments and outwardguarantees in the SPV. Moreover, profits, dividends and foreign exchange relating to capital changesreceived by PRC residents from the SPV shall be repatriated to the PRC within 180 days of receivingsuch amounts. For SPVs which were incorporated or restructured prior to the issue of the new rules, theSAFE Notice No. 75 requires the domestic residents to complete the supplemental registration before 31March 2006.

When a PRC resident violates the provisions in SAFE Notice No. 75 and it constitutes an evasion of anyforeign exchange regulations, SAFE will penalise in accordance with the relevant foreign exchange rulesand regulations.

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CLEARANCE AND SETTLEMENT

Upon listing and quotation on the Catalist, our Shares will be traded under the book-entry settlementsystem of the CDP, and all dealings in and transactions of the Shares through the Catalist will be effectedin accordance with the terms and conditions for the operation of securities accounts with the CDP, asamended 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 ofpersons 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 registermaintained by the CDP, rather than CDP itself, will be treated, under our Articles of Association and theCompanies Act, as members of our Company in respect of the number of Shares credited to theirrespective securities accounts.

Persons holding the Shares in securities account with CDP may withdraw the number of Shares they ownfrom the book-entry settlement system in the form of physical share certificates. Such share certificateswill, however, not be valid for delivery pursuant to trades transacted on the Catalist, although they will beprima facie evidence of title and may be transferred in accordance with our Articles. A fee of S$10.00 foreach withdrawal of 1,000 Shares or less and a fee of S$25.00 for each withdrawal of more than 1,000Shares is payable upon withdrawing the Shares from the book-entry settlement system and obtainingphysical 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 alsopayable where our Shares are withdrawn in the name of the person withdrawing our Shares or S$0.20per S$100.00 or part thereof of the last transacted price where it is withdrawn in the name of a thirdparty. Persons holding physical share certificates who wish to trade on the Catalist must deposit with CDPtheir share certificates together with the duly executed and stamped instruments of transfer in favour ofCDP, and have their respective securities accounts credited with the number of Shares deposited beforethey can effect the desired trades. A fee of S$10.00 is payable upon the deposit of each instrument oftransfer with CDP. The above fees may be subject to such charges as may be in accordance with CDP’sprevailing policies or the current tax policies that may be in force in Singapore from time to time.

Transactions in the Shares under the book-entry settlement system will be reflected by the seller’ssecurities account being debited with the number of Shares sold and the buyer’s securities account beingcredited with the number of Shares acquired. No transfer of stamp duty is currently payable for theShares that are settled on a book-entry basis.

A Singapore clearing fee for trades in our Shares on the Catalist is payable at the rate of 0.04% of thetransaction value subject to a maximum of S$600.00 per transaction. The clearing fee, instrument oftransfer deposit fee and share withdrawal fee may be subject to GST at the prevailing rate of 7.0%.

Dealings of our Shares will be carried out in Singapore dollars and will be effected for settlement on CDPon a scripless basis. Settlement of trades on a normal “ready” basis on the Catalist generally takes placeon the third Market Day following the transaction date, and payment for the securities is generally settledon the following business day. CDP holds securities on behalf of investors in securities accounts. Aninvestor may open a direct account with CDP or a sub-account with a CDP depository agent. The CDPdepository 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 Shareholder:

(a) has, at any time during the last ten years, had an application or a petition under anybankruptcy laws of any jurisdiction filed against him or against a partnership of which he wasa partner at the time when he was a partner or at any time within two years from the date heceased to be a partner;

(b) has, at any time during the last ten years, had an application or a petition under any law ofany jurisdiction filed against an entity (not being a partnership) of which he was a director oran equivalent person or a key executive, at the time when he was a director or an equivalentperson or a key executive of that entity or at any time within two years from the date heceased to be a director or an equivalent person or a key executive of that entity, for thewinding 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 ordishonesty which is punishable with imprisonment, or has been the subject of any criminalproceedings (including any pending criminal proceedings of which he is aware) for suchpurpose;

(e) has ever been convicted of any offence, in Singapore or elsewhere, involving a breach of anylaw or regulatory requirement that relates to the securities or futures industry in Singapore orelsewhere, or has been the subject of any criminal proceedings (including any pendingcriminal proceedings of which he is aware) for such breach;

(f) has, at any time during the last ten years, had judgement entered against him in any civilproceedings in Singapore or elsewhere involving a breach of any law or regulatoryrequirement that relates to the securities or futures industry in Singapore or elsewhere, or afinding of fraud, misrepresentation or dishonesty on his part, nor has he been the subject ofany civil proceedings (including any pending civil proceedings of which he is aware) involvingan allegation of fraud, misrepresentation or dishonesty on his part;

(g) has ever been convicted in Singapore or elsewhere of any offence in connection with theformation or management of any entity or business trust;

(h) has ever been disqualified from acting as a director or an equivalent person of any entity(including the trustee of a business trust), or from taking part directly or indirectly in themanagement of any entity or business trust;

(i) has ever been the subject of any order, judgement or ruling of any court, tribunal orgovernmental body permanently or temporarily enjoining him from engaging in any type ofbusiness practice or activity;

(j) has ever, to his knowledge, been concerned with the management or conduct, in Singaporeor elsewhere, of affairs of:

(i) any corporation which has been investigated for a breach of any law or regulatoryrequirement governing corporations in Singapore or elsewhere;

(ii) any entity (not being a corporation) which has been investigated for a breach of anylaw or regulatory requirement governing such entities in Singapore or elsewhere;

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(iii) any business trust which has been investigated for a breach of any law or regulatoryrequirement governing business trusts in Singapore or elsewhere; or

(iv) any entity or business trust which has been investigated for a breach of any law orregulatory requirement that relates to the securities or futures industry in Singapore orelsewhere,

in connection with any matter occurring or arising during the period when he was soconcerned with the entity or business trust; or

(k) has been the subject of any current or past investigation or disciplinary proceedings, or hasbeen reprimanded or issued any warning, by the Authority or any other regulatory authority,exchange, professional body or governmental agency, whether in Singapore or elsewhere.

A. Disclosures relating to Jason Electronics

Claim by Autodesk Inc. / Autodesk Asia Pte Ltd

In September 2002, during a software audit conducted by Autodesk Inc. and Autodesk AsiaPte Ltd at Jason Electronics’ premises, Jason Electronics was found to have infringedcopyright over AutoCAD software owned by Autodesk Inc. At the relevant time, Foo ChewTuck and Tan Lian Huat were directors of Jason Electronics. The matter was settled out ofcourt in October 2002.

Claim by Virtual Map (S) Pte Ltd (“Virtual Map”)

In July 2003, Jason Electronics was informed by Virtual Map that it had infringed VirtualMap’s copyright by reproducing on its website not less than one street map without VirtualMap’s authorisation. At the relevant time, Foo Chew Tuck and Tan Lian Huat were directorsof Jason Electronics. The matter was settled out of court in December 2003.

B. Disclosures relating to Wong Hin Sun Eugene

Our Non-Executive Director, Wong Hin Sun Eugene, was a director (unless indicatedotherwise) of the following companies:

(i) an alternate director of Finesse Alliance International Pte Ltd which was liquidatedpursuant to creditors’ voluntary winding up with effect from 23 April 2002;

(ii) Crimson Asia Capital Singapore Pte Ltd which was dissolved pursuant to members’voluntary winding up with effect from 13 July 2004;

(iii) Mindsource Enterprises Ltd which was dissolved pursuant to members’ voluntarywinding up with effect from 30 October 2004;

(iv) WellTelecom Pte. Ltd. which was voluntarily struck off on 6 May 2007;

(v) Sirius Education Services Pte. Ltd. (formerly known as Mindsource EducationServices (Singapore) Pte. Ltd.) which was voluntarily struck off on 6 March 2007; and

(vi) Sirius Capital Holdings Pte. Ltd. which is in the process of being liquidated pursuant tomembers’ voluntary winding up with effect from 17 December 2008.

Crimson Asia Capital Singapore Pte Ltd appointed Wong Hin Sun Eugene as arepresentative director in Finesse Alliance International Pte Ltd into which Crimson AsiaCapital Ltd., L.P. and Crimson Investments, Ltd. had injected venture capital investment.Wong Hin Sun Eugene resigned from the directorship in Finesse Alliance International PteLtd in March 2002 at the direction of Crimson Asia Capital Singapore Pte Ltd. In April 2002,liquidation proceedings were instituted against Finesse Alliance International Pte Ltd. Therewas no claim against Wong Hin Sun Eugene in relation to the liquidation.

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C. Disclosures relating to Sin Hang Boon @ Sin Han Bun

Our Independent Director, Sin Hang Boon @ Sin Han Bun was a director of Nettest Pte Ltdwhich is in the process of being liquidated pursuant to members’ voluntary winding up witheffect from 26 November 2008.

D. Disclosures relating to Eileen Tay-Tan Bee Kiew

Eileen Tay-Tan Bee Kiew ceased to act as a representative of Asia Growth Capital AdvisoryPte. Ltd. on 14 March 2006. Under the relevant regulation, within 14 days from the date ofher cessation, she was required to:

(a) file a notice of cessation to act as a representative;

(b) file a notice of cessation as a relevant person; and

(c) return the representative’s licence to the Authority.

She had requested for the notification to be filed in a timely manner on her behalf. Unfortunately, asthe parties responsible for the filing were not able to finalise the document on time for itssubmission to the Authority and the same was only submitted on 7 April 2006, she was issued asupervisory warning by the Authority in September 2006. No other penalties were imposed.

2. There is no shareholding qualification for our Directors under the Articles of Association of ourCompany.

3. No option to subscribe for shares in, or debentures of, our Company or any of our subsidiaries hasbeen granted to, or was exercised by, any person for each of FY2007, FY2008 and FY2009.

4. Save as disclosed in the sections entitled “Restructuring Exercise” and “Interested PersonTransactions” of this Offer Document, no sum or benefit has been paid or is agreed to be paid toany Director or expert, or to any firm in which such Director or expert is a partner or anycorporation in which such Director or expert holds shares or debentures, in cash or shares orotherwise, by any person to induce him to become, or to qualify him as, a Director, or otherwise forservices rendered by him or by such firm or corporation in connection with the promotion orformation of our Company.

SHARE CAPITAL

5. 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 ourShares are stated in our Articles.

6. Save as disclosed below and in the sections entitled “Share Capital” and “Restructuring Exercise”of this Offer Document, there are no changes in the issued and paid-up share capital of ourCompany, our subsidiaries and our associated companies within the last three years preceding theLatest Practicable Date.

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Numberof shares Resultant

Issued issued/ capital Issue price / consideration / Purpose share

Date of issue contributed par value of issue capital

Our Company

9 September 2007 2 S$1 per share Incorporation S$2

15 September 2009 14,999,998 In exchange for the acquisition of: Restructuring S$15,000,000Exercise

(a) 1,000,000 ordinary sharesin the capital of JasonElectronics; and

(b) 40,074 ordinary sharesin the capital of JasonAsia

Jason Venture

28 September 2007 1 S$1 per share Incorporation S$1

Jason Elektronik

3 March 2008 2 RM1 per share Incorporation RM2

Jason Shanghai

22 January 2009 US$200,000 US$200,000 Registered US$200,000capital

PT Jason

18 June 2009 250,000 US$1 per share Incorporation US$250,000

Jason Thailand

29 September 2006 30,000 shares/ Baht 100 par value per share, of Incorporation Baht 750,000Baht 750,000 which Baht 25 per share was

paid-up

10 and 22 Baht 750,000 Call on unpaid capital of Baht Working Baht 1,500,000September 2008 25 per share capital

iProMar

18 December 2007 200,000 S$1 per share Incorporation S$200,000

Sing Partners Marine

18 April 2007 100,000 S$1 per share Incorporation S$100,000

7. Save as disclosed above and under the section entitled “Restructuring Exercise” of this OfferDocument, no shares in, or debentures of, our Company or any of our subsidiaries or associatedcompanies have been issued, or are proposed to be issued, as fully or partly paid for cash or for aconsideration other than cash, during the last three years preceding the date of lodgement of thisOffer Document.

8. Except pursuant to the ESOS, no person has been, or is entitled to be, given an option tosubscribe for any shares in or debentures of our Company or any of our subsidiaries.

9. Apart from the ESOS, our Company does not have any arrangement that involves the issue orgrant of options or shares to the employees of our Group.

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MEMORANDUM AND ARTICLES OF ASSOCIATION

10. (a) Memorandum of Association

The Memorandum of Association of our Company states, among others, that the liability ofmembers of our Company is limited.

The principal purpose of our Company is investment holding. Our Company’s Memorandumof Association is available for inspection at our registered office as stated in the sub-sectionentitled “Documents Available for Inspection” under this section.

(b) Articles of Association

An extract of the relevant provisions of our Articles, providing, among others, for (i) aDirector’s power to vote on a proposal, arrangement or contract in which the Director isinterested; (ii) the Director’s power to vote on remuneration for himself or for any otherdirector; (iii) borrowing powers exercisable by the Directors and variation thereof; (iv)retirement or non-retirement of Directors under an age limit requirement; (v) number ofshares, if any, required for Director’s qualification; (vi) the rights, preferences and restrictionsattaching to each class of shares; (vii) any change in capital; (viii) any change in therespective rights of the various classes of shares; (ix) any time limit after which a dividendentitlement will lapse; and (x) any limitation on the right to own Shares, are set out inAppendix C of this Offer Document.

The complete Articles are available for inspection at our registered office as stated in thesub-section entitled “Documents Available for Inspection” under this section.

MATERIAL CONTRACTS

11. The following contracts, not being contracts entered into in the ordinary course of business, havebeen entered into by our Company and our subsidiaries and associated companies within the twoyears preceding the date of lodgement of this Offer Document and are or may be material:

(a) agreement dated 30 September 2007 entered into between Jason Electronics (as thevendor) and JE Holdings (as the purchaser) pursuant to which Jason Electronics sold theinvestment property located at 2 Alexandra Road, #07-06 Delta House, Singapore 159919for a cash consideration of S$950,000;

(b) share swap agreement dated 15 September 2009 entered into between our Company (asthe purchaser) and Foo Chew Tuck and Tan Lian Huat (as the vendors) pursuant to whichour Company acquired an aggregate of 1,000,000 ordinary shares in the capital of JasonElectronics at an aggregate consideration of S$14,379,998, which was satisfied by theallotment and issue of 14,379,969 and 29 Shares to Foo Chew Tuck and Tan Lian Huatrespectively; and

(c) share swap agreement dated 15 September 2009 entered into between our Company (asthe purchaser) and Foo Chew Tuck and Tan Lian Huat (as the vendors) pursuant to whichour Company acquired an aggregate of 40,074 ordinary shares in the capital of Jason Asiaat an aggregate consideration of S$620,000, which was satisfied by the allotment and issueof 619,990 and 10 Shares to Foo Chew Tuck and Tan Lian Huat respectively.

LITIGATION

12. As at the Latest Practicable Date, neither our Company nor any of our subsidiaries is engaged inany legal or arbitration proceedings as plaintiff or defendant including those which are pending orknown to be contemplated which may have or have had in the last 12 months before the date oflodgement of this Offer Document, a material effect on the financial position or the profitability ofour Company or any of our subsidiaries or associated companies.

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MANAGEMENT, UNDERWRITING AND PLACEMENT ARRANGEMENTS

13. Pursuant to the Management Agreement, our Company appointed CIMB to manage and sponsorthe Invitation. CIMB will receive a management fee from our Company for such services rendered.

14. Pursuant to the Underwriting and Placement Agreement, our Company appointed CIMB-GK as theUnderwriter to underwrite our offer of the Offer Shares for a commission of 3.00% of the IssuePrice for each Offer Share (“Underwriting Commission”), payable by our Company pursuant to theInvitation. CIMB-GK may, at is absolute discretion, appoint one or more sub-underwriters for theOffer Shares.

15. Pursuant to the Underwriting and Placement Agreement, our Company appointed CIMB-GK as thePlacement Agent to subscribe and/or procure subscribers for the Placement Shares for aplacement commission of 3.00% of the Issue Price for each Placement Share, to be paid by ourCompany. CIMB-GK may, at its absolute discretion, appoint one or more secondary sub-placementagents for the Placement Shares.

16. Brokerage will be paid by our Company to members of the SGX-ST, merchant banks and membersof the Association of Banks in Singapore in respect of successful applications made on ApplicationForms bearing their respective stamps, or to Participating Banks in respect of successfulapplications made through Electronic Applications at their respective ATMs or their IB websites atthe rate of 0.25% of the Issue Price for each Offer Share or in the case of DBS Bank, 0.50% of theIssue Price for each Offer Share. This brokerage has been included in the UnderwritingCommission stated in paragraph 14 above. In addition, DBS Bank will levy a minimium brokeragefee of S$10,000. Subscribers of the Placement Shares may be required to pay a brokerage fee ofup to 1.00% of the Issue Price to the Placement Agent (and the prevailing GST, if applicable).

17. The Management Agreement may, subject to the terms and conditions thereof, be terminated byCIMB at any time prior to or on the date of commencement of trading of our Shares on the Catalist,on the occurrence of certain events, including, among other things:

(a) the issue of a Stop Order by the SGX-ST, acting as agent on behalf of the Authority, or othercompetent authority in accordance with Section 242 of the SFA (notwithstanding that asupplementary or replacement offer document is subsequently registered with the SGX-STpursuant to Section 241 of the SFA);

(b) there shall come to the knowledge of CIMB any breach of the warranties or undertakings inthe Management Agreement or that any of the warranties or undertakings in theManagement Agreement is untrue or incorrect in any material respect;

(c) the occurrence of certain specified events (described in the Management Agreement) whichcomes to the knowledge of CIMB;

(d) there shall have been, since the date of the Management Agreement:

(i) any adverse change, or any development or event involving a prospective adversechange, in the condition (financial or otherwise), performance or general affairs of ourCompany or any Group Companies or of our Group as a whole; or

(ii) any introduction or prospective introduction of or any change or prospective change inany legislation, regulation, order, notice, policy, rule, guideline or directive (whether ornot having the force of law and including, without limitation, any directive, notice orrequest issued by the Authority, the Securities Industry Council of Singapore, theSGX-ST or any other relevant authorities) in Singapore or elsewhere or in theinterpretation or application thereof by any court, government body, regulatoryauthority or other competent authority in Singapore or elsewhere; or

154

(iii) any change, or any development involving a prospective change or any crisis in local,national, regional or international financial (including stock market, foreign exchangemarket, inter-bank market or interest rates or money market), political, industrial,economic, legal or monetary conditions, taxation or exchange controls (including,without limitation, the imposition of any moratorium, suspension or material restrictionon trading in securities generally on the SGX-ST (including the Catalist) due toexceptional financial circumstances or otherwise); or

(iv) any imminent threat or occurrence of any local, national, regional or internationaloutbreak or escalation of hostilities whether war has been declared or not, orinsurrection or armed conflict (whether or not involving financial markets); or

(v) any regional or local outbreak of disease that may have an adverse effect on thefinancial markets; or

(vi) any other occurrence of any nature whatsoever,

which event or events shall in the opinion of CIMB (1) result or be likely to result in a materialadverse fluctuation or adverse conditions in the stock market in Singapore or elsewhere; or(2) be likely to materially prejudice the success of the offer, subscription or placement of theNew Shares (whether in the primary market or in respect of dealings in the secondarymarket); or (3) make it impracticable, inadvisable, inexpedient or uncommercial to proceedwith any of the transactions contemplated in the Management Agreement; or (4) be likely tohave a material adverse effect on the business, trading position, operations or prospects ofour Company or of our Group as a whole; or (5) result or be likely to result in the issue of aStop Order by the SGX-ST, acting as agent on behalf of the Authority, or other competentauthority pursuant to the SFA; or

(e) without limiting the generality of the foregoing, if it comes to the notice of CIMB (1) anystatement contained in this Offer Document or the Application Forms which in thereasonable opinion of CIMB has become untrue, incorrect or misleading in any materialrespect or (2) circumstances or matters have arisen or have been discovered, which would, ifthis Offer Document was to be issued at that time, constitute in the reasonable opinion ofCIMB, a material omission of material information, and our Company fails to lodge asupplementary or replacement offer document within a reasonable time after being notifiedof such material misrepresentation or omission or fails to promptly take such steps as CIMBmay reasonably require to inform investors of the lodgement of such supplementary offerdocument or document. In such event, CIMB reserves the right, at its absolute discretion toinform the SGX-ST and to cancel the Invitation and (if applicable) subject to the terms andconditions of the Offer Document, any application monies received in connection with theInvitation will be refunded (without interest or any share of revenue or other benefit arisingtherefrom) to the applicants for the New Shares by ordinary post, telegraphic transfer or suchother means as CIMB may deem appropriate at the applicant’s own risk within 14 days ofthe termination of the Invitation; or

(f) The Underwriting and Placement Agreement is terminated pursuant to clause 11(“Termination”) (of the Underwriting and Placement Agreement).

In the event that the Management Agreement is terminated, our Company reserves the right,at the absolute discretion of our Directors, to cancel the Invitation.

18. The Underwriting and Placement Agreement is conditional upon, among other things, theManagement Agreement not having been terminated or rescinded pursuant to the provisions of theManagement Agreement.

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MISCELLANEOUS

19. The nature of the business of our Company has been stated earlier in this Offer Document. Thecorporations which by virtue of Section 6 of the Companies Act are deemed to be related to ourCompany are set out in the section entitled “Group Structure” of this Offer Document.

20. There has been no previous issue of Shares by our Company or offer for sale of our Shares to thepublic within the two years preceding the date of this Offer Document.

21. There has been no public take-over offer by a third party in respect of our Shares or by ourCompany in respect of shares of another corporation or units of a business trust which hasoccurred between 1 April 2009 and the Latest Practicable Date.

22. Save as disclosed in the sub-section entitled “Management, Underwriting and PlacementArrangements” under this section of this Offer Document, no commission, discount or brokeragehas been paid or other special terms granted within the two years preceding the Latest PracticableDate or is payable to any Director, promoter, expert, proposed director or any other person forsubscribing or agreeing to subscribe or procuring or agreeing to procure subscriptions for anyshares in, or debentures of, our Company or any of our subsidiaries.

23. No expert is employed on a contingent basis by our Group or has an interest, directly or indirectly,in the promotion of, or in any property or assets which have, within the two years preceding theLatest Practicable Date, been acquired or disposed of by or leased to our Company or any of oursubsidiaries or are proposed to be acquired or disposed of by or leased to our Company or any ofour subsidiaries.

24. Application monies received by our Company in respect of successful applications (includingsuccessful applications which are subsequently rejected) will be placed in a separate non-interestbearing account with CIMB (the “Receiving Bank”). Any refund of all or part of the applicationmonies to unsuccessful or partially successful applicants will be made without any interest or anyshare of revenue or any other benefit arising therefrom.

25. Save as disclosed in this Offer Document, our Directors are not aware of any event which hasoccurred between the end of FY2009 and the Latest Practicable Date which may have a materialeffect on the financial position and results of our Group or the financial information provided in thisOffer Document.

26. Save as disclosed in this Offer Document, the financial condition and operations of our Group arenot likely to be affected by any of the following:

(a) known trends or demands, commitments, events or uncertainties that will result in or arereasonably likely to result in our Group’s liquidity increasing or decreasing in any materialway;

(b) material commitments for capital expenditure;

(c) unusual or infrequent events or transactions or any significant economic changes that maymaterially affect the amount of reported income from operations; and

(d) the business and financial prospects and any significant recent trends in production, salesand inventory, and in the costs and selling prices of products and services and known trendsor uncertainties that have had or that we reasonably expect will have a material favourable orunfavourable impact on revenues, profitability, liquidity, capital resources or operating incomeor that would cause financial information disclosed to be not necessary indicative of thefuture operating results or financial condition of our Company.

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27. Details, including the name, address and professional qualifications including membership in aprofessional body of the auditors of our Company for the last two financial years ended 31 March2009 are as follows:

Name, Professional Partner-in-charge/ Period Qualification and Address Professional Body Professional Qualification

From BDO Raffles Institute of Certified Chia Soo Hien/a member of9 September Public Accountants and Public Accountants the Institute of Certified Public2007 (being Certified Public Accountants of Singapore (ICPAS) Accountants of Singaporedate of 19 Keppel Road #02-01incorporation Jit Poh Buildingof our Singapore 089058Company)

We currently have no intention of changing our auditors after the listing of our Company on theCatalist.

CONSENTS

28. BDO Raffles, the Independent Auditors and Reporting Accountants, has given and has notwithdrawn its written consent to the issue of this Offer Document with the inclusion herein of theIndependent Auditors’ Report in the form and context in which it is included and references to itsname in the form and context in which it appears in this Offer Document and to act in suchcapacity in relation to this Offer Document.

29. The Sponsor, the Underwriter and the Placement Agent, the Solicitors to the Invitation, the LegalAdviser to our Company on Thai Law, the Legal Adviser to our Company on PRC Law, the LegalAdviser to our Company on Malaysian Law, the Legal Adviser to our Company on Indonesian Law,the Share Registrar and Share Transfer Office, the Principal Bankers and the Receiving Banker,have each given and have not withdrawn their written consents to the issue of this Offer Documentwith the inclusion herein of their names and references thereto in the form and context in whichthey respectively appear in this Offer Document and to act in such respective capacities in relationto this Offer Document.

30. Knight Frank Pte Ltd of 16 Raffles Quay, #30-00 Hong Leong Building, Singapore 018581, anindependent valuer, has given and has not withdrawn its written consent to the issue of this OfferDocument with the inclusion herein of its name and references thereto in the form and context inwhich it appears in this Offer Document and to act in such capacity in relation to this OfferDocument.

31. Each of the Solicitors to the Invitation, the Legal Adviser to our Company on Thai Law, the LegalAdviser to our Company on PRC Law, the Legal Adviser to our Company on Malaysian Law, theLegal Adviser to our Company on Indonesian Law, the Share Registrar and Share Transfer Office,the Principal Bankers and the Receiving Banker do not make, or purport to make, any statement inthis Offer Document or any statement upon which a statement in this Offer Document is basedand, to the maximum extent permitted by law, expressly disclaim and take no responsibility for anyliability to any persons which is based on, or arises out of, the statements, information or opinionsin this Offer Document.

RESPONSIBILITY STATEMENT BY OUR DIRECTORS

32. This Offer Document has been seen and approved by our Directors and they individually andcollectively accept full responsibility for the accuracy of the information given herein and confirm,having made all reasonable enquiries, that to the best of their knowledge and belief, the factsstated and the opinions expressed herein are fair and accurate in all material respects as of thedate hereof and there are no material facts the omission of which would make any statements inthis Offer Document misleading and that this Offer Document constitutes full and true disclosure ofall material facts about the Invitation and our Group.

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DOCUMENTS AVAILABLE FOR INSPECTION

33. The following documents or copies thereof may be inspected at our registered office at 194 PandanLoop #06-05 Pantech Business Hub, Singapore 128383 during normal business hours for a periodof six months from the date of registration of this Offer Document:

(a) the Memorandum and Articles of Association of our Company;

(b) the Independent Auditors’ Report as set out in Appendix A of this Offer Document;

(c) the audited financial statements of our Company and its subsidiaries for the financial periodfrom 9 September 2007 (date of incorporation) to 31 March 2008 and FY2009;

(d) the audited financial statements of Jason Electronics for FY2007, FY2008 and FY2009;

(e) the audited financial statements of Jason Asia for FY2007, FY2008 and FY2009;

(f) the audited financial statements of Jason Venture and its subsidiaries for the financial periodfrom 28 September 2007 (date of incorporation) to 31 March 2008 and FY2009;

(g) the audited financial statements of Jason Elektronik for the financial period from 3 March2008 (date of incorporation) to 31 March 2009;

(h) the valuation reports dated 28 April 2008 and 5 August 2009 from Knight Frank Pte Ltd;

(i) the material contracts referred to in the subsection entitled “Material Contracts” under thissection of this Offer Document;

(j) the letters of consent referred to in the subsection entitled “Consents” under this section ofthis Offer Document; and

(k) the Service Agreements referred to in this Offer Document.

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APPENDIX A

INDEPENDENT AUDITORS’ REPORT ON AUDITED COMBINED FINANCIALSTATEMENTS FOR THE FINANCIAL YEARS ENDED 31 MARCH 2007,

2008 AND 2009

STATEMENT OF DIRECTORS

We, Foo Chew Tuck and Tan Lian Huat, being two of the Directors of Jason Marine Group Limited (the“Company”), do hereby state that, in the opinion of the Directors,

(i) the accompanying combined financial statements as set out on pages A-4 to A-54 together withnotes thereto are drawn up so as to present fairly, in all material respects, the state of affairs of theGroup as at 31 March 2007, 2008 and 2009 and of the results, changes in equity and cash flows ofthe Group for the financial years ended on those dates, and

(ii) at the date of this statement, there are reasonable grounds to believe that the Company will beable to pay its debts as and when they fall due.

On behalf of the Board of Directors

Foo Chew Tuck Tan Lian HuatDirector Director

Singapore12 October 2009

A-1

INDEPENDENT AUDITORS’ REPORT ON AUDITED COMBINED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 MARCH 2007, 2008 AND 2009

12 October 2009

The Board of DirectorsJason Marine Group Limited194 Pandan Loop#06-05 Pantech Business HubSingapore 128383

Dear Sirs,

Report on the Combined Financial Statements

We have audited the accompanying combined financial statements of Jason Marine Group Limited (the“Company”) and its subsidiaries (collectively the “Group”) as set out on pages A-4 to A-54, comprising thecombined balance sheets as at 31 March 2007, 2008 and 2009, the combined income statements,combined statements of changes in equity and combined statements of cash flows for the financial yearsended 31 March 2007, 2008 and 2009 and a summary of significant accounting policies and otherexplanatory notes.

Management’s Responsibility for the Combined Financial Statements

The management is responsible for the preparation and fair presentation of these combined financialstatements in accordance with Singapore Financial Reporting Standards. This responsibility includes:

(a) devising and maintaining a system of internal accounting controls sufficient to provide a reasonableassurance that assets are safeguarded against loss from unauthorised use or disposition; andtransactions are properly authorised and that they are recorded as necessary to permit thepreparation of true and fair combined income statements and combined balance sheets and tomaintain accountability of assets;

(b) selecting and applying appropriate accounting policies; and

(c) making accounting estimates that are reasonable in the circumstances.

Auditors’ Responsibility

Our responsibility is to express an opinion on these combined financial statements based on our audits.We conducted our audits in accordance with Singapore Standards on Auditing. Those standards requirethat we comply with ethical requirements and plan and perform the audit to obtain reasonable assurancewhether the combined financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures inthe combined financial statements. The procedures selected depend on the auditor’s 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 controlrelevant to the entity’s preparation and fair presentation of the combined financial statements in order todesign audit procedures that are appropriate in the circumstances, but not for the purpose of expressingan opinion on the effectiveness of entity’s internal control. An audit also includes evaluating theappropriateness of accounting policies used and the reasonableness of accounting estimates made bymanagement, 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 forour audit opinion.

A-2

INDEPENDENT AUDITORS’ REPORT ON AUDITED COMBINED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 MARCH 2007, 2008 AND 2009 (Continued)

Opinion

In our opinion, the accompanying combined financial statements of the Group present fairly, in all materialrespects, the state of affairs of the Group as at 31 March 2007, 2008 and 2009 and of the results,changes in equity and cash flows of the Group for the financial years ended 31 March 2007, 2008 and2009 in accordance with the basis of preparation set out in Note 2 to the combined financial statementsand Singapore Financial Reporting Standards.

Report on Other Legal and Regulatory Requirements

This report has been prepared solely for inclusion in the Offer Document of the Company in connectionwith the initial public offering of the shares of the Company. No audited financial statements of theCompany or its subsidiaries have been prepared for any period subsequent to 31 March 2009.

Yours faithfully

BDO RafflesPublic Accountantsand Certified Public AccountantsSingapore

Chia Soo HienPartner

A-3

JASON MARINE GROUP LIMITED AND ITS SUBSIDIARIES

COMBINED BALANCE SHEETS AS AT 31 MARCH 2007, 2008 AND 2009

Note 2007 2008 2009$ $ $

Non-current assets Plant and equipment 5 354,756 525,382 615,286Available-for-sale financial assets 6 70,532 112,434 642,630Investments in associates 7 26,124 85,935 134,029Investment property 8 800,000 – –Other receivable 10 – 284,000 217,615

1,251,412 1,007,751 1,609,560

Current assets Inventories 9 7,348,945 9,251,425 10,030,788Trade and other receivables 10 8,363,338 13,655,126 16,316,584Cash and cash equivalents 11 5,558,793 6,765,498 8,208,838

21,271,076 29,672,049 34,556,210

Less:Current liabilities Trade and other payables 12 8,270,576 14,520,111 15,410,004Finance lease payables 13 30,107 42,348 71,732Bank borrowings 14 3,651,125 6,683,107 4,284,082Current income tax payable 369,490 847,875 1,411,240

12,321,298 22,093,441 21,177,058

Net current assets 8,949,778 7,578,608 13,379,152

Less:Non-current liabilitiesFinance lease payables 13 40,354 75,961 88,949Deferred tax liabilities 15 27,300 44,890 44,890

67,654 120,851 133,839

10,133,536 8,465,508 14,854,873

Capital and reservesShare capital 16 1,040,074 1,040,076 1,040,076Foreign currency translation account 17 – – (1,949)Revaluation reserve 18 537,600 – –Accumulated profits 8,555,862 7,425,432 13,816,746

10,133,536 8,465,508 14,854,873

The accompanying notes form an integral part of the combined financial statements.

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COMBINED INCOME STATEMENTSFOR THE FINANCIAL YEARS ENDED 31 MARCH 2007, 2008 AND 2009

Note 2007 2008 2009$ $ $

Revenue 19 40,683,049 58,721,949 70,880,043Cost of sales (31,288,319) (44,189,389) (53,212,125)

Gross profit 9,394,730 14,532,560 17,667,918Other income 20 214,839 756,686 1,235,498Distribution costs (4,400,493) (6,657,807) (5,419,055)General and administrative expenses (2,994,728) (3,803,249) (4,542,531)Other expenses (41,585) (475,005) (960,211)Finance costs 21 (261,864) (225,604) (248,458)Share of results of associates – (1,133) 32,529

Profit before income tax 22 1,910,899 4,126,448 7,765,690Income tax expense 23 (310,075) (794,478) (1,374,376)

Profit after income tax attributable to equity holders 1,600,824 3,331,970 6,391,314

Earnings per share 24- Basic ($) 1.54 3.20 6.15

- Diluted ($) 1.54 3.20 6.15

- Based on Pre - Invitation shares (cents) 1.78 3.70 7.10


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COMBINED STATEMENTS OF CHANGES IN EQUITYFOR THE FINANCIAL YEARS ENDED 31 MARCH 2007, 2008 AND 2009

Total attributable

Foreign to equitycurrency holders

Share translation Revaluation Accumulated of the Note capital account reserve profits Group

$ $ $ $ $

Balance at 1 April 2006 1,040,074 – 387,600 6,955,038 8,382,712

Surplus on revaluation ofinvestment property 8 – – 150,000 – 150,000

Net profit for the financial year – – – 1,600,824 1,600,824

Total recognised income for the financial year – – 150,000 1,600,824 1,750,824

Balance at 31 March 2007 1,040,074 – 537,600 8,555,862 10,133,536

Balance at 1 April 2007 1,040,074 – 537,600 8,555,862 10,133,536

Issue of shares 16 2 – – – 2

Transferred to accumulated profits on disposal of investment property 8 – – (537,600) 537,600 –


Total recognised income and expense for the financial year – – (537,600) 3,869,570 3,331,970

Dividends 25 – – – (5,000,000) (5,000,000)

Balance at 31 March 2008 1,040,076 – – 7,425,432 8,465,508

Balance at 1 April 2008 1,040,076 – – 7,425,432 8,465,508

Currency translation adjustment recognised directly in equity – (1,949) – – (1,949)


Total recognised income and expense for the financial year – (1,949) – 6,391,314 6,389,365

Balance at 31 March 2009 1,040,076 (1,949) – 13,816,746 14,854,873


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COMBINED CASH FLOW STATEMENTSFOR THE FINANCIAL YEARS ENDED 31 MARCH 2007, 2008 AND 2009

2007 2008 2009$ $ $

Cash flows from operating activitiesProfit before income tax 1,910,899 4,126,448 7,765,690

Adjustments for:Allowance for doubtful third parties trade receivables 28,644 115,184 295,997Amortisation of intangible assets 15,026 – –Allowance for inventory obsolescence – 361,822 664,214Depreciation of plant and equipment 162,154 182,697 219,101Interest expenses 261,864 225,604 248,458Interest income (48,562) (36,024) (49,262)Write-back of allowance for doubtful trade receivables no longer required – (2,080) (56,025)

Gain on disposal of plant and equipment – – (8,438)Gain on disposal of investment property – (150,000) –Share of results of associates – 1,133 (32,529)

Operating cash flows before working capital changes 2,330,025 4,824,784 9,047,206Working capital changes:Inventories (2,466,114) (2,264,302) (1,443,577)Trade and other receivables (1,273,371) (5,688,892) (2,835,045)Trade and other payables 2,038,652 6,249,535 889,893Trust receipts 895,205 3,031,982 (2,399,025)

Cash generated from operations 1,524,397 6,153,107 3,259,452Income tax paid (201,073) (298,503) (811,011)

Net cash from operating activities 1,323,324 5,854,604 2,448,441


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COMBINED CASH FLOW STATEMENTSFOR THE FINANCIAL YEARS ENDED 31 MARCH 2007, 2008 AND 2009 (Continued)

Note 2007 2008 2009$ $ $

Cash flows from investing activitiesPurchase of plant and equipment 5 (198,422) (273,323) (211,392)Acquisition of available-for-sale financial assets – (41,902) (530,196)Investments in associates (26,124) (60,944) (15,565)Proceeds from disposal of plant and equipment – – 13,825Proceeds from disposal of investment property – 950,000 –Foreign currency translation – – (1,949)Interest received 48,562 36,024 49,262

Net cash (used in)/from investing activities (175,984) 609,855 (696,015)

Cash flows from financing activitiesRepayments of obligations under finance leases (28,939) (32,152) (60,628)Proceeds from issuance of shares – 2 –Reversal/(Pledged) of fixed deposits 121,279 43,104 (23,116)Dividends paid – (5,000,000) –Interest paid (261,864) (225,604) (248,458)

Net cash used in financing activities (169,524) (5,214,650) (332,202)

Net change in cash and cash equivalents 977,816 1,249,809 1,420,224Cash and cash equivalents at beginning of financial year 3,769,182 4,746,998 5,996,807

Cash and cash equivalents at end of financial year 11 4,746,998 5,996,807 7,417,031


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NOTES TO THE COMBINED FINANCIAL STATEMENTSFOR THE FINANCIAL YEARS ENDED 31 MARCH 2007, 2008 AND 2009

These notes form an integral part and should be read in conjunction with the combined financialstatements.

These combined financial statements were authorised for issue by the Directors on 12 October 2009 andhave been prepared for inclusion in the Offer Document of Jason Marine Group Limited.

1. Corporate information

1.1 Domicile and activities

The Company was incorporated in the Republic of Singapore on 9 September 2007 underthe Singapore Companies Act, Cap. 50 (the “Act”) as an exempt private limited company. Inconnection with its conversion into a public company limited by shares, the Companychanged its name to Jason Marine Group Limited on 16 September 2009.

The address of the Company’s registered office and principal place of business is at 194Pandan Loop, #06-05 Pantech Business Hub, Singapore 128383. The Company’sregistration number is 200716601W.

The principal activity of the Company is that of an investment holding company.

The principal activities of the subsidiaries are set out in Note 1.2 to the combined financialstatements.

1.2 Restructuring exercise

Prior to the Invitation, a restructuring exercise (the “Restructuring Exercise”) was carried outwhich resulted in the Company becoming the holding company of the Group. The followingsteps were taken in the Restructuring Exercise:

(i) Acquisition of shares in Jason Electronics (Pte) Ltd (“JE”)

By a share swap agreement dated 15 September 2009 entered into between theCompany (as the purchaser) and Mr Foo Chew Tuck and Mr Tan Lian Huat (as thevendors), the Company acquired the entire issued share capital of JE, comprising1,000,000 ordinary shares, for an aggregate consideration of $14,379,998. Thepurchase consideration was arrived at based on the net book value of JE as at 31March 2009 of $14,340,524 and was satisfied by the allotment and issue of anaggregate of 14,379,998 shares (before the share split) credited as fully paid, by theCompany to Mr Foo Chew Tuck and Mr Tan Lian Huat.

(ii) Acquisition of shares in Jason Asia Pte Ltd (“JA”)

By a share swap agreement dated 15 September 2009 entered into between theCompany (as the purchaser) and Mr Foo Chew Tuck and Mr Tan Lian Huat (as thevendors), the Company acquired the entire issued share capital of JA, comprising40,074 ordinary shares for an aggregate consideration of $620,000. The purchaseconsideration was arrived based on the net book value of JA as at 31 March 2009 of$626,957 and was satisfied by the allotment and issue of an aggregate of 620,000shares (before the share split) credited as fully paid by the Company to Mr Foo ChewTuck and Mr Tan Lian Huat.

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NOTES TO THE COMBINED FINANCIAL STATEMENTSFOR THE FINANCIAL YEARS ENDED 31 MARCH 2007, 2008 AND 2009 (Continued)

1. Corporate information (Continued)

1.2 Restructuring exercise (Continued)

Upon the completion of the Restructuring Exercise and as at the date of this report, theCompany has the following subsidiaries and associates:

Effective equity

Date and Registered interest Name of country of and paid Principal held by company incorporation in capital activities the Group

Subsidiaries

Jason Electronics 21 February 1978 $1,000,000 Design, integration, 100%(Pte) Ltd (“JE”) Singapore installation and

commissioning of radio, satellite communication and navigational systems

Jason Asia 23 December 1997 $40,074 Servicing of 100% Pte Ltd (“JA”) Singapore communication

and navigationalequipment

Jason Venture 28 September 2007 $1 Investment 100%Pte. Ltd. (“JV”) Singapore holding company

Jason Elektronik 3 March 2008 RM2 Trading in 100% (M) Sdn. Bhd. Malaysia marine and (“JESB”) electronics

equipment

Jason (Shanghai) 22 January 2009 US$200,000 Trading and 100%Co., Ltd People’s Republic servicing of

of China communication, navigation and automationequipment

PT Jason 5 November 2008 US$250,000 Import trading, 100%Elektronika Indonesia and management

and business consulting services

Associates

Jason Electronics 9 October 2006 THB3,000,000, Sales, import, 49%(Thailand) Thailand of which consulting, Company Limited THB1,500,000 installation,

was fully inspection andpaid up repair for

telecommunicationequipment

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1. Corporate information (Continued)

1.2 Restructuring exercise (Continued)

Effective equity

Date and Registered interest Name of country of and paid Principal held by company incorporation in capital activities the Group

Sing Partners 18 April 2007 $100,000 Ship repair and 20%Marine Pte. Ltd. Singapore marine services

and other supportactivities processindustriesconstruction andmaintenance

iProMar (Pte.) Ltd. 18 December 2007 $200,000 Process plant and 25%Singapore industrial plant

plant engineeringservices

2. Basis of preparation of combined financial statements

The Restructuring Exercise involved companies which are under common control. The combinedfinancial statements of the Group for the financial years ended 31 March 2007, 2008 and 2009have been prepared in a manner similar to the “pooling-of-interest” method. Such manner ofpresentation reflects the economic substance of the combining companies as a single economicenterprise, although the legal parent-subsidiary relationship was not established until after thebalance sheet dates.

These combined financial statements of the Group are a combination or aggregation of thefinancial statements of the Company and its subsidiaries after the Restructuring Exercise.

The statutory audited financial statements of the Company, JE, JA, JV and JESB are prepared inaccordance with Singapore Financial Reporting Standards (“FRS”).

The statutory audited financial statements of the companies in the Group as at and for the threefinancial years ended 31 March 2007, 2008 and 2009 covered by this report were audited by thefollowing firms of Certified Public Accountants whom issued unqualified audit opinions in theirreports:

Name of company Auditors Financial year

Jason Marine Group Limited BDO Raffles Financial period from 9 September 2007(date of incorporation) to31 March 2008 and financial yearended 31 March 2009

Jason Electronics (Pte) Ltd BDO Raffles Financial years ended 31 March 2007,2008 and 2009

Jason Asia Pte Ltd BDO Raffles Financial years ended 31 March 2007,2008 and 2009

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2. Basis of preparation of combined financial statements (Continued)

Name of company Auditors Financial year

Jason Venture Pte. Ltd. BDO Raffles Financial period from 28 September 2007(date of incorporation) to 31 March 2008and financial year ended 31 March 2009

Jason Elektronik (M) Sdn. Bhd. UHY Diong Financial period from 3 March 2008 (date of incorporation) to 31 March 2009

Jason (Shanghai) Co., Ltd Newly incorporated during the financial year ended 31 March 2009 andhas not commenced operations yet

PT Jason Elektronika Newly incorporated during the financial year ended 31 March 2009 andhas not commenced operations yet

The combined financial statements have been prepared in accordance with FRS. The combinedfinancial statements have been prepared under the historical cost convention except as disclosedin the accounting policies below.

The preparation of combined financial statements in conformity with FRS requires the managementto exercise judgement in the process of applying the Group’s accounting policies and requires theuse of accounting estimates and assumptions that affect the reported amounts of assets andliabilities and disclosures of contingent assets and liabilities at the balance sheet dates, and thereported amounts of revenue and expenses throughout the financial years. Although theseestimates are based on managements’ best knowledge of historical experience and other factors,including expectations of future events that are believed to be reasonable under the circumstances,actual results may ultimately differ from those estimates. The estimates and underlyingassumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognisedin the financial year in which the estimate is revised if the revision affects only that financial year orin the financial year of the revision and future financial years if the revision affects both current andfuture financial years.

Critical accounting judgements and key sources of estimation uncertainty used that are significantto the combined financial statements are disclosed in Note 4 to the combined financial statements.

3. Summary of significant accounting policies

3.1 Changes in accounting policies

In respect of the financial year ended 31 March 2007, the Group adopted the new or revisedFRS and Interpretations of FRS (“INT FRS”) that are relevant to its operations and effectivefor the annual period beginning on 1 April 2006. Changes to the Group’s accounting policieshave been made as required, in accordance with the relevant transitional provisions in therespective FRS and INT FRS. The adoption of the new or revised FRS and INT FRS did notresult in any substantial changes to the Group’s accounting policies.

In respect of the financial year ended 31 March 2008, the Group adopted the new or revisedFRS and INT FRS that are relevant to its operations and effective for the annual periodbeginning on 1 April 2007. Changes to the Group’s accounting policies have been made asrequired, in accordance with the relevant transitional provisions in the respective FRS andINT FRS. The adoption of the new or revised FRS and INT FRS did not result in anysubstantial changes to the Group’s accounting policies.

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3. Summary of significant accounting policies (Continued)

3.1 Changes in accounting policies (Continued)

In respect of the financial year ended 31 March 2009, the Group adopted the new or revisedFRS and INT FRS that are relevant to its operations and effective for annual periodbeginning on 1 April 2008. The adoption of the new or revised FRS and INT FRS did notresult in any substantial changes to the Group’s accounting policies and has no materialeffect on the amounts reported for the current and prior financial years. The adoption of FRS107 has resulted in the expansion of the disclosures in these combined financial statementsregarding the Group’s financial instruments. The Group has also presented informationregarding the objectives, policies and processes for managing capital as required by theamendments of FRS 1 (revised).

FRS and INT FRS issued but not yet effective

The Group has not adopted the following FRS and INT FRS that have been issued but notyet effective:

Effective date(annual periodsbeginning on or after)

FRS 1 : Presentation of Financial Statements (Revised Presentation) 1 January 2009: Amendments FRS 1 - Puttable of Financial Instruments and 1 January 2009

Obligations Arising on LiquidationFRS 23 : Borrowing Costs (Revised) 1 January 2009FRS 27 : Amendments to FRS 27 - Cost of an Investment in a 1 January 2009

Subsidiary, Jointly Controlled Entity or Associate: Consolidated and Separate Financial Statements (Revised) 1 July 2009

FRS 32 : Financial Instruments: Presentation - Amendments 1 January 2009 relating to Puttable Financial Instruments and ObligationsArising on Liquidation

FRS 39 : Amendments to FRS 39 Financial Instruments: 1 July 2009 Recognition and Measurement and FRS 107, Financial Instruments: Disclosures - Reclassification of Financial Assets

: Amendments to FRS 39 Financial Instruments - 1 July 2009 Recognition and Measurement - Eligible Hedge Items

: Amendments to FRS 39 Financial Instruments: - 30 June 2009Embedded Derivatives

FRS 101 : Amendments to FRS 101 - Cost of an Investment in 1 January 2009 a Subsidiary, Jointly Controlled Entity or Associate

FRS 102 : Share-based Payment - Vesting Conditions and Cancellations 1 January 2009FRS 103 : Business Combinations (Revised) 1 July 2009FRS 107 : Amendments to FRS 107 Financial Instruments: Disclosures -

Improving Disclosures about Financial Instruments 1 January 2009FRS 108 : Operating Segments 1 January 2009INT FRS 109 : Amendments to FRS 109: Embedded Derivatives 30 June 2009INT FRS 112 : Service Concession Arrangements (Revised) 1 January 2009INT FRS 113 : Customer Loyalty Programmes 1 July 2008INT FRS 116 : Hedges of a Net Investment in a Foreign Operation 1 October 2008INT FRS 117 : Distributions of Non-cash Assets to Owners 1 July 2009INT FRS 118 : Transfer of Assets from Customers 1 July 2009

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FRS and INT FRS issued but not yet effective (Continued)

The Group expects that the adoption of the above pronouncements, if applicable, will haveno material impact on the financial statements of the Group in the period of initial adoption,except as disclosed below.

FRS 1, Presentation of Financial Statements - Revised Presentation

FRS 1 (revised 2008) requires an entity to present, in a statement of changes in equity, allowner changes in equity. All non-owner changes in equity (i.e. comprehensive income) arerequired to be presented in one statement of comprehensive income or in two statements (aseparate income statement and a statement of comprehensive income). Components ofcomprehensive income are not permitted to be presented in the statement of changes inequity. In addition, a statement of financial position is required at the beginning of the earliestcomparative period following a retrospective application of an accounting policy, aretrospective restatement of items in its financial statements or a reclassification of items inthe financial statements.

FRS 23, Borrowing Costs (Revised)

The revised standard removes the option to recognise immediately as an expense,borrowing costs that are attributable to qualifying assets, and requires an entity to capitaliseborrowing costs directly attributable to the acquisition, construction or production of aqualifying asset as part of the cost of plant and equipment.

FRS 27, Consolidated and Separate Financial Statements (Revised)

The amendments in FRS 27 (Revised 2009) are principally in respect of the accountingtreatment for transactions that result from changes in a parent’s interest in a subsidiary.These amendments will significantly affect the accounting for such transactions in futureaccounting periods, but the extent of the impact on the financial statements will depend onthe nature and type of the transactions, which cannot be anticipated. The changes will beadopted prospectively for transactions after the date of adoption of the revised Standard and,therefore, no restatements will be required in respect of transactions prior to the date ofadoption.

FRS 103, Business Combination (Revised)

The amendments in FRS 103 (Revised 2009) on accounting for business combinationtransactions are significant and the main changes relate to measurement of all items ofconsideration transferred by acquirer at fair value at the acquisition date, the election ofmeasuring non-controlling interest at fair value or at its proportionate interest in fair value ofidentifiable assets and liabilities at acquisition date and the transaction costs incurred inconnection with the business combination is expensed as and when they are incurred andcannot be capitalised. The impact of FRS 103 (Revised) can only be determined once thedetail of future business combination transactions is known. The amendments to this revisedStandard will be adopted prospectively for transactions after the date of adoption of therevised Standard and, therefore, no restatements will be required in respect of transactionsprior to the date of adoption.

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FRS and INT FRS issued but not yet effective (Continued)

FRS 108, Operating Segments

FRS 108 requires an entity to adopt a “management perspective approach” in reportingfinancial and descriptive information about its reportable segment. Financial information isrequired to be reported on the basis that it is used internally for evaluation operatingsegment performance and deciding how to allocate resources to operating segments. FRS108 introduces additional segment disclosures to be made to improve the information aboutoperating segments.

The Group will apply FRS 1, FRS 23, FRS 27, FRS 103 and FRS 108 from financial yearbeginning 1 April 2009.

3.2 Basis of combination

The combined financial statements comprise the financial statements of the Company andits subsidiaries as at the balance sheet dates. The financial statements of the subsidiariesare prepared for the same reporting date as the parent company. Consistent accountingpolicies are applied for like transactions and events in similar circumstances.

All intra-group balances, transactions, income and expenses and profits and losses resultingfrom intra-group transactions that are recognised in assets are eliminated in full.

Acquisition under common control

Business combination arising from transfers of interest in entities that are under commoncontrol are accounted for as if the acquisition had occurred at the beginning of the earliestcomparative period presented or, if later, at the date that common control was established.For this purpose, comparatives are restated. The assets and liabilities acquired arerecognised at the carrying amounts recognised previously in the Group’s controllingshareholder’s financial statements. The components of equity of the acquired entities areadded to the same components within the Group equity. Any difference between the cashpaid for the acquisition and net assets acquired is recognised directly to equity.

Acquisition under purchase method

The purchase method of accounting is used to account for the acquisition of subsidiaries andbusinesses. 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, pluscosts directly attributable to the acquisition. Identifiable assets acquired and liabilities andcontingent liabilities assumed in a business combination are measured initially at their fairvalues on the date of acquisition, irrespective of the extent of any minority interest.

The excess of the Group’s interest in the net fair value of the identifiable assets, liabilitiesand contingent liabilities over the cost of acquisition is credited to the income statement inthe period of the acquisition.

Transactions eliminated on combination

Intra-group balances and any unrealised income or expenses arising from intra-grouptransactions are eliminated in preparing the combined financial statements.

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3.3 Plant and equipment

Plant and equipment are initially recorded at cost. Subsequent to recognition, plant andequipment are stated at cost less accumulated depreciation and accumulated impairment invalue, if any.

The cost of plant and equipment includes expenditure that is directly attributable to theacquisition of the items. Dismantlement, removal or restoration costs are included as part ofthe cost of plant and equipment if the obligation for dismantlement, removal or restoration isincurred as a consequence of acquiring or using the plant and equipment.

Subsequent expenditure relating to the plant and equipment that has already beenrecognised is added to the carrying amount of the asset when it is probable that the futureeconomic benefits, in excess of the standard performance of the asset before theexpenditure was made, will flow to the Group and the cost can be reliably measured. Othersubsequent expenditure is recognised as an expense during the financial year in which it isincurred.

On disposal of an item of plant and equipment, the difference between the net disposalproceeds and its carrying amount is taken to the combined income statements.

Depreciation is provided using the straight-line method so as to write-off the depreciableamount of the plant and equipment over their estimated useful lives as follows:

Years

Office equipment 7Furniture and fittings 10Motor vehicles 5Electrical fittings 7Plant and machinery 7Renovation 3Computers 3

The residual values, useful lives and depreciation method of plant and equipment arereviewed at each balance sheet date to ensure that the residual values, period ofdepreciation and depreciation method are consistent with previous estimates and expectedpattern of consumption of the future economic benefits embodied in the items of plant andequipment.

3.4 Subsidiaries

Subsidiaries are entities over which the Group has the power to govern the financial andoperating policies, generally accompanying a shareholding, of more than one half of thevoting rights. The existence and effect of potential voting rights that are currently exercisableor convertible are considered when assessing whether the Group controls and entity.

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3.5 Associates

An associate is an entity, not being a subsidiary or a joint venture, in which the Group hassignificant influence. This generally coincides with the Group having not less than 20% ornot more than 50% of the voting power and has board representation.

The Group’s investments in associates are accounted for using the equity method. Underthe equity method, the investments in associates is carried in the balance sheet at cost pluspost-acquisition changes in the Group’s share of net assets of the associates. The Group’sshare of the results of the associates is recognised in the income statement. Where therehas been a change recognised directly in the equity of the associate, the Group recognisesits share of such changes. After application of the equity method, the Group determineswhether it is necessary to recognise any additional impairment in value with respect to theGroup’s net investment in the associate. The associate is equity accounted for from the datethe Group obtains significant influence until the date the Group ceases to have significantinfluence over the associate.

Any excess of the Group’s share of the net fair value of the associate’s identifiable assets,liabilities and contingent liabilities over the cost of the investment is excluded from thecarrying amount of the investment and is instead included as income in the determination ofthe Group’s share of the associate’s results in the period in which the investment is acquired.

When the Group’s share of losses in an associate equals or exceeds its interest in theassociate, including any other unsecured receivables, the Group does not recognise furtherlosses, unless it has incurred obligations or made payments on behalf of the associate.

The most recent available audited financial statements of an associate is used by the Groupin applying the equity method. Where the dates of the audited financial statements used arenot co-terminous with those of the Group, the share of results is arrived at from theunaudited management financial statements to the end of the accounting period. Consistentaccounting policies are applied for like transactions and events in similar circumstances.

3.6 Investment property

Investment property, which is held to earn rentals and/or for capital appreciation, ismeasured initially at cost, including transaction costs. Subsequent to initial recognition,investment property is stated at fair value. Gains or losses arising from changes in the fairvalue of the investment property are included in the income statement in the financial year inwhich they arise.

Investment property is derecognised when either it has been disposed of or when theinvestment property is permanently withdrawn from use and no future economic benefit isexpected from its disposal Any gains or losses on the retirement or disposal of investmentproperty is recognised in the income statement in the financial year of retirement or disposal.

When the investment property is disposed of, the resulting gains or losses are recognised inthe income statement as the difference between the net disposal proceeds and the carryingamount of the property. Any amount previously recognised in the revaluation reserve thatrelates to the investment property disposed is transferred to the income statement incalculating the gain or loss on disposal.

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3.7 Impairment of non-financial assets

The carrying amounts of the non-financial assets are reviewed at each balance sheet date todetermine whether there is any indication of impairment in value and whenever events orchanges in circumstances indicate that the carrying amount may not be recoverable. If anysuch indication exists, or when annual impairment testing of an asset is required, the asset’srecoverable amount is estimated.

An impairment in value is recognised whenever the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. A cash-generating unit is the smallestidentifiable asset group that generates cash flows that are largely independent from otherassets and groups of assets. Impairment in value is recognised in the income statementunless it reverses a previous revaluation in which case it is charged to equity.

The recoverable amount of an asset or cash-generating unit is the higher of its fair value lesscosts to sell and value in use. Recoverable amount is determined for individual asset, unlessthe asset does not generate cash inflows that are largely independent of those from otherassets or groups of assets. If this is the case, the recoverable amount is determined for thecash-generating unit to which the assets belong. The fair value less costs to sell is theamount obtainable from the sale of an asset or cash-generating unit in an arm’s lengthtransaction between knowledgeable, willing parties, less costs of disposal. Value in use is thepresent value of estimated future cash flows expected to be derived from the continuing useof an asset and from its disposal at the end of its useful life, discounted at a pre-tax rate thatreflects current market assessments of the time value of money and the risks specific to theasset or cash-generating unit for which the future cash flow estimates have not beenadjusted.

An assessment is made at the balance sheet date as to whether there is any indication thatan impairment in value recognised in prior periods for an asset may no longer exist or mayhave decreased. If such indication exists, the recoverable amount is estimated. Animpairment in value recognised in prior periods is reversed if there has been a change in theestimates used to determine the recoverable amount since the last impairment in value wasrecognised. If that is the case, the carrying amount of the asset is increased to itsrecoverable amount. An impairment in value is reversed only to the extent that the asset’scarrying amount does not exceed the carrying amount that would have been determined, netof depreciation, if no impairment in value had been recognised. Reversals of impairment invalue are recognised in the income statement unless the asset or cash is carried at revaluedamount, in which case the reversal in excess of impairment in value recognised in theincome statement in prior periods is treated as a revaluation increase. After such a reversal,the depreciation is adjusted in future periods to allocate the asset’s revised carrying amount,less any residual value, on a systematic basis over its remaining useful life.

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3.8 Inventories

Inventories are stated at the lower of cost and net realisable value.

Cost is determined on a “first-in, first-out” basis and includes all costs of purchase, costs ofconversion and other costs incurred in bringing the inventories to their present location andcondition.

Net realisable value is the estimated selling price at which the inventories can be realised inthe normal course of business after allowing for the costs of realisation. Allowance is madefor obsolete, slow-moving and defective inventories.

3.9 Financial assets

The Group classifies its financial assets as loans and receivables and available-for-salefinancial assets. The classification depends on the purpose of which the assets are acquired.The management determines the classification of the financial assets at initial recognitionand re-evaluates this designation at the balance sheet date, where allowed and appropriate.

(i) Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinablepayments that are not quoted in an active market. Loans and receivables are classifiedwithin “trade and other receivables” and “cash and cash equivalents” on the combinedbalance sheets.

(ii) Available-for-sale financial assets

Available-for-sale financial assets are non-derivatives financial assets that aredesignated as available-for-sale or are not classified in any other categories. Available-for-sale financial assets are classified as “available-for-sale financial assets” on thecombined balance sheets.

Recognition and derecognition

Regular way purchases and sales of financial assets are recognised on trade-date, the dateon which the Group commits to purchase or sell the asset.

Financial assets are derecognised when the rights to receive cash flows from the financialassets have expired or have been transferred and the Group has transferred substantially allrisks and rewards of ownership.

On sale of a financial asset, the difference between the carrying amount and the net saleproceeds is recognised in the income statement. Any amount in the fair value reserverelating to the asset is also recognised in the income statement.

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3.9 Financial assets (Continued)

Initial and subsequent measurement

Financial assets are initially recognised at fair value plus transaction costs.

After initial recognition, loans and receivables are carried at amortised cost using theeffective interest method, less impairment in value, if any.

After initial recognition, available-for-sale financial assets are re-measured at fair value withgains or losses recognised in the fair value reserve until the assets are dereognised, ordetermined to be impaired, at which time the cumulative gains or losses previously reportedin equity are transferred to the income statement.

Effective interest method

The effective interest method is a method of calculating the amortised cost of a financialinstrument and of allocating interest income or expense over the relevant period. Theeffective interest rate is the rate that exactly discounts estimated future cash receipts orpayments through the expected life of the financial instrument, or where appropriate, ashorter period. Income and expense are recognised on an effective interest basis for debtinstruments other than those financial instruments “at fair value through profit or loss”.

Impairment

The Group assesses at each balance sheet date whether there is objective evidence that afinancial asset or a group of financial assets is impaired.

(i) Loans and receivables

An allowance for impairment in value of loans and receivables is recognised whenthere is objective evidence that the Group will not be able to collect all amounts dueaccording to the original terms of the receivables. The amount of allowance is thedifference between the asset’s carrying amount and the present value of estimatedfuture cash flows, discounted at the original effective interest rate. The carryingamount of the asset is reduced through the use of an allowance account. The amountof the loss is recognised in the income statement.

If, in a subsequent period, the amount of the impairment in value decreases and thedecrease can be related objectively to an event occurring after the impairment wasrecognised, the previously recognised impairment in value is reversed. Anysubsequent reversal of an impairment in value is recognised in the income statement,to the extent that the carrying amount of the asset does not exceed its amortised costat the reversal date.

(ii) Available-for-sale financial assets

If an available-for-sale financial asset is impaired, an amount comprising the differencebetween the cost (net of any principal payment and amortisation) and its current fairvalue, less any impairment in value previously recognised in the income statement, istransferred from equity to the income statement. Reversals of impairment in value inrespect of debt instruments are reversed through the income statement if the increasein fair value of the investment can be objectively related to an event occurring after theimpairment in value was recognised in the income statement.

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3.10 Cash and cash equivalents

Cash and cash equivalents consist of cash on hand, cash and deposits with banks andfinancial institutions. Cash and cash equivalents are short-term highly liquid investments thatare readily convertible to cash and which are subject to an insignificant risk of changes invalue.

3.11 Financial liabilities

The accounting policies adopted for specific financial liabilities are set out below:

(i) Trade and other payables

Trade and other payables are recognised initially at cost which represents the fairvalue of the consideration to be paid in the future, less transaction cost, for goodsreceived and services rendered, whether or not billed to the Group, and aresubsequently measured at amortised cost using the effective interest method.

Gains or losses are recognised in the income statement when the liabilities arederecognised as well as through the amortisation process.

(ii) Borrowings

Borrowings are initially recognised at fair value, net of transaction costs incurred.Borrowings are subsequently stated at amortised cost. Any difference between theproceeds (net of transaction costs) and the redemption value is recognised in theincome statement over the period of the borrowings using the effective interestmethod.

Recognition and derecognition

Financial liabilities are recognised on the balance sheet when, and only when, the Groupbecomes a party to the contractual provisions of the financial instrument.

Financial liabilities are derecognised when the contractual obligation has been discharged orcancelled or expired.

On derecognition of a financial liability, the difference between the carrying amount and theconsideration paid is recognised in the income statement.

3.12 Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of theGroup after deducting all of its liabilities.

Ordinary shares are classified as equity and recognised at the fair value of the considerationreceived by the Group. Incremental costs directly attributable to the issuance of new sharesare shown in the equity as a deduction from the proceeds.

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3.13 Revenue recognition

Revenue is measured at the fair value of the consideration received or receivable for the saleof goods and rendering of services in the ordinary course of business. Revenue isrecognised to the extent that it is probable that economic benefits will flow to the entity andthe revenue can be reliably measured. Revenue is presented, net of rebates and discountsand sales related taxes. The Group’s revenue is in respect of external transactions only.

Revenue from sale of goods is recognised upon passage of title to the customer whichgenerally coincides with their delivery and acceptance.

Revenue from rendering of services is recognised when the services have been performedand accepted by the customers in accordance to the relevant terms and conditions of thecontracts.

Rental income under operating leases is recognised on a straight-line basis over the term ofthe lease.

Interest income is recognised on a time-proportion basis using the effective interest method.

3.14 Grants

Grants are recognised at the fair value where there is a reasonable assurance that the grantwill be received and all attaching conditions will be complied with. Where the grants relate toexpenditures, which are not capitalised, the fair value of grants are credited to the incomestatement as and when the underlying expenses are included and recognised in the incomestatement to match such related expenditures.

3.15 Operating lease

Group as lessee of finance leases

Leases in which the Group assumes substantially the risks and rewards of ownership areclassified as finance leases.

Upon initial recognition, plant and equipment acquired through finance leases are capitalisedat the lower of its fair value and the present value of the minimum lease payments. Any initialdirect costs are also added to the amount capitalised.

Subsequent to initial recognition, the asset is accounted for in accordance with theaccounting policy applicable to that asset. Lease payments are apportioned between financecharge and reduction of the lease liability. The finance charge is allocated to each periodduring the lease term so as to achieve a constant periodic rate of interest on the remainingbalance of the finance lease liability. Finance charge is recognised in the income statement.

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3.15 Operating lease (Continued)

Group as lessor of operating leases

Leases where the Group retains substantially all risks and rewards incidental to theownership are classified as operating leases.

Assets leased out under operating leases are included in investment property.

Rental income from operating leases (net of any incentives given to lessees) is recognised inthe income statement on a straight-line basis over the lease term.

Group as lessee of operating leases

Leases of assets in which a significant portion of the risks and rewards of ownership areretained by the lessor are classified as operating leases.

Payments made under operating leases (net of any incentives received) are charged to theincome statement on the straight-line basis over the period of the lease. The aggregatebenefit of incentives provided by the lessor is recognised as a reduction of rental expenseover the lease term on a straight-line basis.

When an operating lease is terminated before the lease period has expired, any paymentrequired to be made to the lessor by way of penalty is recognised as an expense in thefinancial year in which the termination takes place.

3.16 Employee benefits

Defined contribution plans

Contributions to defined contribution plans are recognised as an expense in the incomestatement in the same financial year as the employment that gives rise to the contributions.

Employee leave entitlement

Employee entitlements to annual leave are recognised when they accrue to employees. Anaccrual is made for the estimated liability for unutilised annual leave as a result of servicesrendered by employees up to the balance sheet date.

3.17 Borrowing costs

Borrowing costs are expensed in the income statement in the financial year in which they areincurred. Borrowing costs are recognised on a time-proportion basis in the income statementusing the effective interest method.

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3.18 Income tax expense

Income tax expense comprises current and deferred taxes. Income tax expense isrecognised in the income statement except to the extent that it relates to items recogniseddirectly in equity, in which case such income tax is recognised in equity.

Current income tax is the expected tax payable on the taxable income, using tax ratesenacted or substantially enacted at the balance sheet date, and any adjustment to incometax payable in respect of previous financial years.

Deferred tax is provided, using the liability method, for temporary differences at the balancesheet date between the tax bases of assets and liabilities and their carrying amounts forfinancial reporting purposes. Deferred tax is measured using the tax rates expected to beapplied to the temporary differences when they are realised or settled, based on tax ratesenacted or substantially enacted at the balance sheet date.

Deferred tax assets are recognised only to the extent that it is probable that future taxableprofits will be available against which the temporary differences can be utilised. Deferred taxassets are reviewed at each balance sheet date and reduced to the extent that it is no longerprobable that the related tax benefit will be realised.

Unrecognised deferred tax assets are reassessed at each balance sheet date and arerecognised to the extent that it has become probable that future taxable profits will beavailable against which the temporary differences can be utilised.

Deferred tax assets and liabilities are offset if a legally enforceable right exists to set offcurrent tax assets against current tax liabilities and the deferred taxes relate to the same taxauthority and the Group intends to settle its current tax assets and liabilities on a net basis.

Deferred tax liabilities are recognised for all taxable temporary differences associated withinvestments in subsidiaries, except where the timing of the reversal of the temporarydifference can be controlled by the Group and it is probable that the temporary difference willnot reverse in the foreseeable future.

3.19 Foreign currencies

Items included in the individual financial statements of each entity in the Combined Groupare measured using the currency of the primary economic environment in which the entityoperates (“functional currency”).

The combined financial statements are presented in Singapore dollar, which is the functionalcurrency of the Combined Group and the presentation currency of the combined financialstatements.

In preparing the combined financial statements, transactions in a currency other than theGroup’s functional currency (“foreign currency”) are recorded at the rates of exchangeprevailing on the date of the transaction. At each balance sheet date, monetary itemsdenominated in foreign currencies are re-translated at the rates prevailing on the balancesheet date. Non-monetary items carried at fair value that are denominated in foreigncurrencies are re-translated at the rates prevailing on the date when the fair value wasdetermined. Non-monetary items that are measured in terms of historical cost in a foreigncurrency are not re-translated.

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3.19 Foreign currencies (Continued)

Exchange differences arising on the settlement of monetary items and on re-translating ofmonetary items is included in the income statement. Exchange differences arising on the re-translation of non-monetary items carried at fair value are included in the income statementexcept for differences arising on the re-translation of non-monetary items in respect of whichgains and losses are recognised directly in equity. For such non-monetary items, anyexchange component of that gain or loss is also recognised directly in equity.

For purpose of presenting combined financial statements, the results and financial position ofthe combined Group’s entity that has a functional currency different from the presentationcurrency are translated into the presentation currency as follows:

(i) assets and liabilities for the balance sheet presented are translated at the closingexchange rate at the date of the balance sheets;

(ii) income and expenses for the combined income statements are translated at averageexchange rate for the financial years ended 31 March 2007, 2008 and 2009 (unlessthis average is not a reasonable approximation of the cumulative effect of the ratesprevailing on the transaction dates, in which case income and expenses are translatedusing the exchange rates at the dates of the transactions); and

(iii) the resulting exchange differences are recognised in the foreign currency translationaccount within equity.

3.20 Dividends

Interim dividends are recorded in the financial year in which they are declared payable. Finaldividends are recorded in the financial year in which the dividends are approved by theshareholders.

3.21 Preliminary expenses

Preliminary expenses are fully written off in the financial period in which they are incurred.

4. Critical accounting judgements and key sources of estimation uncertainty

4.1 Critical judgements made in applying the Group’s accounting policies

In the process of applying the Group’s accounting policies, the management is of the opinionthat there are no critical judgements involved that have a significant effect on the amountsrecognised in the combined financial statement except as discussed below:

(i) Impairment of financial assets

The Group follows the guidance of FRS 39 on determining when a financial asset isimpaired. This determination requires significant judgement. The Group evaluates,among other factors, the duration and extent to which the fair value of a financial assetis less than its cost and the financial health of and near-term business outlook for thefinancial asset, including factors such as industry and sector performance, changes intechnology and operational and financing cash flow.

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4. Critical accounting judgements and key sources of estimation uncertainty (Continued)

4.2 Key sources of estimation uncertainty

The key assumptions concerning the future, and other key sources of estimation uncertaintyat the balance sheet date, that have a significant risk of causing a material adjustment to thecarrying amounts of assets and liabilities and reported amounts of revenue and expenseswithin the next financial year, are discussed below.

(i) Depreciation of plant and equipment

Plant and equipment are depreciated on a straight-line method over their estimateduseful lives. The management estimates the useful lives of these assets to be within 3to 10 years. The carrying amounts of the Group’s plant and equipment as at 31 March2007, 2008, and 2009 were $354,756, $525,382 and $615,286 respectively. Changesin the expected level of usage and technological developments could impact theeconomic useful lives and the residual values of these assets, therefore futuredepreciation charges could be revised.

(ii) Allowance for doubtful receivables

The management establishes allowance for doubtful receivables on a case-by-casebasis when they believe that payment of amounts owed is unlikely to occur. Inestablishing these allowances, the management considers its historical experienceand changes to its customers’ financial position. If the financial conditions ofreceivables were to deteriorate, resulting in impairment of their ability to make therequired payments, additional allowances may be required. The carrying amounts ofthe Group’s trade and other receivables as at 31 March 2007, 2008 and 2009 were$8,363,338, $13,939,126 and $16,534,199 respectively.

(iii) Allowance for inventory obsolescence

Inventories are stated at the lower of cost and net realisable value. The managementprimarily determines cost of inventories using the ‘first-in, first-out’ method. Themanagement estimates the net realisable value of inventories based on assessment ofreceipt or committed sales prices and provide for excess and obsolete inventoriesbased on accumulation of aged inventories, estimated future demand and relatedpricing. In determining excess quantities, the management considers inventoryforecast uncertainty, recent sales activities, related margin and market positioning ofits products. However, factors beyond its control, such as demand levels, technologicaladvances and pricing competition, could change from period to period. Such factorsmay require the Group to reduce the value of its inventories. The carrying amounts ofthe Group’s inventories as at 31 March 2007, 2008 and 2009 were $7,348,945,$9,251,425 and $10,030,788 respectively.

(iv) Income taxes

The Group recognises expected income tax liabilities based on estimates of incometax payable. There are certain transactions and computations for which the ultimatetax determination is uncertain during the ordinary course of business. Where the finaltax outcome of these matters differs from the amounts that were initially recognised,such differences will impact the income tax and deferred tax provision in the financialyears in which such determination is made. The carrying amounts of the Group’scurrent income tax payable as at 31 March 2007, 2008 and 2009 were $369,490,$847,875 and $1,411,240 respectively. The carrying amounts of the Group’s deferredtax liabilities as at 31 March 2007, 2008 and 2009 were $27,300, $44,890 and$44,890 respectively.

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5. Plant and equipment

Office Furniture Motor Electrical Plant and equipment and fittings vehicles fittings machinery Renovation Computers Total

$ $ $ $ $ $ $ $

Cost Balance at 1 April 2006 490,867 293,412 253,230 117,380 98,550 154,761 591,155 1,999,355

Additions 26,832 16,643 – – 6,243 14,626 134,078 198,422Written off (397,325) (57,584) (4,540) (82,857) (36,762) (103,122) (311,635) (993,825)

Balance at 31 March 2007 120,374 252,471 248,690 34,523 68,031 66,265 413,598 1,203,952

Accumulateddepreciation

Balance at 1 April 2006 442,695 235,232 164,295 108,620 92,207 150,547 487,271 1,680,867

Depreciation for the financial year 14,448 11,709 40,902 2,377 4,311 2,113 86,294 162,154

Written off (397,325) (57,584) (4,540) (82,857) (36,762) (103,122) (311,635) (993,825)

Balance at 31 March 2007 59,818 189,357 200,657 28,140 59,756 49,538 261,930 849,196

Net book valueBalance at 31 March 2007 60,556 63,114 48,033 6,383 8,275 16,727 151,668 354,756


Additions 25,861 7,626 153,000 – 15,500 28,400 122,936 353,323

Balance at 31 March 2008 146,235 260,097 401,690 34,523 83,531 94,665 536,534 1,557,275

Accumulated depreciation

Balance at 1 April 2007 59,818 189,357 200,657 28,140 59,756 49,538 261,930 849,196


Balance at 31 March 2008 77,544 201,166 235,153 30,517 64,230 63,955 359,328 1,031,893


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5. Plant and equipment (Continued)

Office Furniture Motor Electrical Plant and equipment and fittings vehicles fittings machinery Renovation Computers Total

$ $ $ $ $ $ $ $


Additions 6,146 12,573 133,079 – 78,415 – 84,179 314,392Disposals – – (32,851) – – – (2,703) (35,554)

Balance at 31 March 2009 152,381 272,670 501,918 34,523 161,946 94,665 618,010 1,836,113

Accumulated depreciation

Balance at 1 April 2008 77,544 201,166 235,153 30,517 64,230 63,955 359,328 1,031,893


Disposals – – (29,566) – – – (601) (30,167)

Balance at 31 March 2009 95,829 214,323 263,263 32,894 72,796 79,206 462,516 1,220,827


As at 31 March 2007, 2008 and 2009 the net book value of motor vehicles which were acquiredunder finance lease agreements were $48,033, $166,537 and $238,655 respectively.

Finance lease assets are pledged as securities for the related finance lease liabilities (see Note13).

As at 31 March 2007, 2008 and 2009, the Group’s additions to plant and equipment were financedas follows:

2007 2008 2009$ $ $

Additions of plant and equipment 198,422 353,323 314,392Acquired under finance lease agreements – (80,000) (103,000)

Cash payments to acquire plant and equipment 198,422 273,323 211,392

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6. Available-for-sale financial assets

2007 2008 2009$ $ $

Unquoted investmentsBalance at beginning of financial year 70,532 70,532 112,434Additions – 41,902 133,648

Balance at end of financial year 70,532 112,434 246,082

Convertible bondConvertible bond to a third party – – 396,548

70,532 112,434 642,630

The investments in unquoted equity shares represent investments in companies engaged in thesame business. As the unquoted investments do not have quoted market prices in an activemarket and there are no other available methods to reasonably estimate the fair values, it is notpracticable to determine the fair values of the unquoted investments with sufficient reliability.

On 10 September 2008, Jason Venture Pte Ltd (“JV”) entered into a Convertible Bond SubscriptionAgreement (the “Agreement”) with e-MLX Co., Ltd, (“e-MLX”), a company incorporated in Koreaand Ung Gyu Kim, a shareholder of e-MLX, to subscribe to convertible bonds with a total facevalue of KRW345,000,000. The convertible bond bears an effective interest rate of 5% per annum.The Group has the right to redeem, at any time, the convertible bond in full within 3 years from thedate of the Agreement. Upon conversion, the Group will have a 5% shareholding of the issuedshare capital of e-MLX.

In addition, under the Agreement, upon conversion of the initial bond of 5%, JV has the right tohave an additional investment of up to KRW2 billion for the acquisition of up to 29% of the enlargedtotal issued share capital of e-MLX.

Available-for-sale financial assets are denominated in the following currencies:

2007 2008 2009$ $ $

Singapore dollar 70,532 70,532 204,180Korean won – – 396,548Indian rupee – 41,902 41,902

70,532 112,434 642,630

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7. Investments in associates

2007 2008 2009$ $ $

Unquoted equity investments, at cost 26,124 87,068 102,633Share of results of associates – (1,133) 31,396

26,124 85,935 134,029

The particulars of the associates are as follows:

Name of associate Effective equity interest(Country of incorporation) 2007 2008 2009 Principal activities

% % %

Jason Electronics (Thailand) 49 49 49 Sales and service of Co. Limited (“Jason Thailand”) * radio, satellite

(Thailand) communications and navigational system

Sing Partners Marine Pte. Ltd. ** – 20 20 Dormant(Singapore)

iPromar (Pte.) Ltd. **(Singapore) – 25 25 Dormant

* Audited by BDO Richfield Limited, Certified Public Accountants and Consultants, Thailand, a member firm of BDOInternational

** Audited by Akber Ali & Co., Certified Public Accountants, Singapore

On 29 March 2007, the Group acquired 49% equity interest in Jason Thailand for a totalconsideration of $17,068. On 10 September 2008, in response to Jason Thailand’s call for anadditional contribution from its shareholders to increase paid-up share capital from 25% to 50%,Jason Electronics (Pte) Ltd contributed $15,565 to the paid-up share capital of Jason Thailand,consequently, the total investment increased to $32,633. The additional investment did not result toa change in the equity interest held by the Group.

On 18 April 2007, the Group incorporated and subscribed for 20,000 shares representing 20%shareholding in Sing Partners Marine Pte. Ltd. for a total consideration of $20,000.

On 18 December 2007, the Group incorporated and subscribed for 50,000 shares representing25% of iProMar (Pte.) Ltd. for a total consideration of $50,000.

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7. Investments in associates (Continued)

The summarised financial information of the associates, not adjusted for the proportion ofownership interest held by the Group are as follows:

2007 2008 2009$ $ $

Assets and liabilitiesNon-current assets 984 81,833 69,127Current assets 37,365 478,515 553,665Non-current liabilities – (81,054) (83,586)Current liabilities (14,839) (153,430) (138,991)

ResultsRevenue – 414,600 261,500(Loss)/Profit after income tax (11,953) (5,120) 49,957

8. Investment property

2007 2008 2009$ $ $

Balance at beginning of financial year 650,000 800,000 –Revaluation surplus taken to equity 150,000 – –Disposal – (800,000) –

Balance at end of financial year 800,000 – –

Investment property is held for the primary purpose of producing rental and related income.

As at 31 March 2007, the market value of the Group’s investment property was $800,000. This wasstated at revalued amount, representing the open market value determined by an independent firmof professional valuer on 31 March 2007.

On 30 September 2007, the investment property was sold to a related party for a totalconsideration of $950,000.

9. Inventories

2007 2008 2009$ $ $

Trading goods 6,485,893 8,522,199 8,849,277Trading goods in transit 863,052 729,226 1,181,511

7,348,945 9,251,425 10,030,788

The cost of inventories recognised as an expense and included in the cost of sales in thecombined income statements for the financial years ended 31 March 2007, 2008 and 2009 were$25,564,390, $36,355,261 and $41,296,627 respectively.

The cost of inventories recognised as an expense includes $Nil, $361,822 and $664,214 in respectof write-downs of inventories to net realisable value for the financial years ended 31 March 2007,2008 and 2009 respectively.

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10. Trade and other receivables

2007 2008 2009$ $ $

Non-currentAdvance to staff – 284,000 217,615

Current

Trade receivables- third parties 7,654,789 13,053,995 16,203,017- related parties 101,020 61,015 82,842- associate – 87,106 –

7,755,809 13,202,116 16,285,859Allowance for doubtful trade receivables - third parties (28,644) (141,748) (339,882)

7,727,165 13,060,368 15,945,977Security and other deposits 38,795 353,148 86,313Prepayments 82,792 124,261 173,268Due from related parties - non-trade 464,555 – –Staff advances 6,825 81,244 72,721Other receivables 43,206 36,105 38,305

8,363,338 13,655,126 16,316,584

8,363,338 13,939,126 16,534,199

Trade receivables are non-interest bearing and generally on 30 to 90 days credit terms.

The trade amounts due from related parties and an associate are unsecured, interest-free andrepayable within the normal trade credit term.

The non-trade amounts due from related parties are unsecured, interest-free and repayable ondemand.

Advance to staff represents a loan of $355,000 granted to a staff. The loan is unsecured and bearsinterest of 3.5% per annum and repayable over 5 years commencing from April 2008. The non-current portion of advance to staff is repayable as follows:

2007 2008 2009$ $ $

In the second year – 71,000 71,000In the third year – 71,000 71,000In the fourth year – 71,000 75,615After five years – 71,000 –

– 284,000 217,615

The non-current portion of advance to staff approximates its fair value.

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10. Trade and other receivables (Continued)

Movements in allowance for doubtful third parties trade receivables were as follows:

2007 2008 2009$ $ $

Balance at beginning of financial year 133,644 28,644 141,748Allowance made during the financial year 28,644 115,184 295,997Bad trade receivables written off against allowance (133,644) – (41,838)Write-back of allowance no longer required – (2,080) (56,025)


Allowances for doubtful third parties trade receivables of $28,644, $115,184 and $295,997 for thefinancial years ended 31 March 2007, 2008 and 2009 respectively were recognised in thecombined income statements subsequent to a debt recovery assessment performed on tradereceivables.

The write-back of allowance for trade receivables amounting to $Nil, $2,080 and $56,025 for thefinancial years ended 31 March 2007, 2008 and 2009 were recognised in the combined incomestatements when the related trade receivables were recovered from the customers.

Trade and other receivables are denominated in the following currencies:

2007 2008 2009$ $ $

Singapore dollar 4,931,860 8,308,019 10,680,754United States dollar 2,966,049 4,510,085 5,208,521Euro 308,230 584,139 514,776Ringgit Malaysia 102,730 199,598 108,462Others 54,469 337,285 21,686

8,363,338 13,939,126 16,534,199

11. Cash and cash equivalents

2007 2008 2009$ $ $

Fixed deposits 996,054 960,557 3,272,459Cash and bank balances 4,562,739 5,804,941 4,936,379

Cash and cash equivalents on combined balance sheets 5,558,793 6,765,498 8,208,838Fixed deposits pledged (811,795) (768,691) (791,807)

Cash and cash equivalents included in the combined cash flow statements 4,746,998 5,996,807 7,417,031

Fixed deposits are placed for one to two months for the financial years ended 31 March 2007, 2008and 2009. The effective interest rates on the fixed deposits were 3.10%, 0.326% to 4.288% and0.0625% to 4.75% per annum for the financial years ended 31 March 2007, 2008 and 2009respectively.

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11. Cash and cash equivalents (Continued)

As at 31 March 2007, 2008 and 2009, fixed deposits of $811,795, $768,691 and $791,807 havebeen pledged as securities for banking facilities as disclosed in Note 14 to the combined financialstatements.

Cash and cash equivalents on combined balance sheets are denominated in the followingcurrencies:

2007 2008 2009$ $ $

Singapore dollar 3,068,783 5,383,816 3,121,315United States dollar 2,351,829 1,109,235 3,891,253Euro 24,345 228,846 1,065,635Others 113,836 43,601 130,635

5,558,793 6,765,498 8,208,838

12. Trade and other payables

2007 2008 2009$ $ $

Trade payables- third parties 5,981,026 6,488,258 7,095,855- related party – 23,694 –

5,981,026 6,511,952 7,095,855Accrued operating expenses 220,785 2,471,958 4,426,972Advance billings – – 3,495,861Customers’ deposits 1,387,262 2,755,802 155,467Non-trade payables- related parties 381,649 70,532 –- Directors of the Company 173,433 2,607,191 –- Director of a subsidiary 25,000 – –- third parties 101,421 102,676 235,849

8,270,576 14,520,111 15,410,004

Trade payables are non-interest bearing and repayable within the normal trade credit term of 30 to120 days.

The trade amount due to a related party is unsecured, interest-free and repayable within tradecredit terms.

The non-trade amounts due to related parties and a Director of the Company are unsecured,interest-free and payable on demand.

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12. Trade and other payables (Continued)

Trade and other payables are denominated in the following currencies:

2007 2008 2009$ $ $

Singapore dollar 3,291,656 8,245,805 9,160,382United States dollar 1,969,231 3,401,288 3,708,563Euro 2,075,455 1,355,219 1,668,951British pound 170,969 166,154 183,540Japanese yen 177,283 420,633 220,298Norwegian kroner 549,895 673,426 353,483Others 36,087 257,586 114,787

8,270,576 14,520,111 15,410,004

13. Finance lease payables

Present value of

Minimum Future minimum lease finance lease

payments charges payments$ $ $

2007Current liabilitiesWithin one financial year 33,006 (2,899) 30,107

Non-current liabilitiesAfter one financial year but within five financial years 43,247 (2,893) 40,354

76,253 (5,792) 70,461



127,977 (9,668) 118,309



170,722 (10,041) 160,681

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13. Finance lease payables (Continued)

The finance lease terms range from 2 to 7 years, 3 to 7 years and 3 to 7 years for the financialyears ended 31 March 2007, 2008 and 2009 respectively. The effective interest rates for thefinance lease obligations were 5.05% to 6.44%, 5.05% to 6.09% and 4.74% to 6.09% per annumfor the financial years ended 31 March 2007, 2008 and 2009 respectively.

Interest rates are fixed at contract date and thus expose the Group to fair value interest rate risk.All leases are on a fixed repayment basis and no arrangements have been entered into forcontingent rental payments.

The Group’s obligations under finance leases are secured by the lessors’ title to the leased assets,which will revert to the lessors in the event of default by the Group.

The finance lease payables are denominated in Singapore dollar.

14. Bank borrowings

2007 2008 2009$ $ $

Trust receipts 3,651,125 6,683,107 4,284,082

Trust receipts have maturity of 1 to 3 months, 3 to 5 months and 3 to 5 months and bear interestranging from 2.25% to 9.00%, 2.75% to 7.25% and 2.06% to 6.75% per annum for the financialyears ended 31 March 2007, 2008 and 2009 respectively.

Trust receipts are secured by:

(a) fixed deposits with banks of $811,795, $768,691 and $791,807 as at 31 March 2007, 2008and 2009 respectively as referred to in Note 11 to the combined financial statements; and

(b) personal guarantee of certain Directors of the Company amounting to $4,126,110,$7,398,356 and $4,867,285 as at 31 March 2007, 2008, 2009 respectively.

As at the respective balance sheet dates, the Group has banking facilities as follows:

2007 2008 2009$ $ $

Banking facilities granted 9,040,000 10,340,000 10,340,000

Banking facilities utilised- trust receipts 3,651,125 6,683,107 4,284,082- bankers’ guarantee 474,985 715,249 583,203

4,126,110 7,398,356 4,867,285

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14. Bank borrowings (Continued)

Bank borrowings are denominated in the following currencies:

2007 2008 2009$ $ $

Singapore dollar 3,280,501 4,070,840 2,356,018United States dollar 180,731 2,356,955 1,863,637Japanese yen 189,893 255,312 64,427

3,651,125 6,683,107 4,284,082

15. Deferred tax liabilities

2007 2008 2009$ $ $

Balance at beginning of financial year 41,000 27,300 44,890Transferred to/(from) combined income statements (13,700) 17,590 –


Deferred tax liabilities arise as a result of temporary differences between the tax written downvalues and the net book values of the plant and equipment computed at the prevailing statutoryincome tax rates of 18%, 18% and 17% for the financial years ended 31 March 2007, 2008 and2009 respectively.

16. Share capital

2007 2008 2009$ $ $

Issued and fully-paid ordinary share capital of:- Jason Marine Group Limited – 2 2- Jason Electronics (Pte) Ltd 1,000,000 1,000,000 1,000,000- Jason Asia Pte Ltd 40,074 40,074 40,074

1,040,074 1,040,076 1,040,076

For the purpose of these combined financial statements, the share capital represents the paid-upshare capital of the Company and the aggregation of the Group’s interest in the paid-up capital ofits subsidiaries.

The holders of ordinary shares are entitled to receive dividends as declared from time to time andare entitled to one vote per share at meetings of the Group. All shares rank equally with regards tothe Group’s residual assets.

The holders of ordinary shares are entitled to receive dividends as and when declared by theGroup. All ordinary shares have no par value and carry one vote per share without restriction.

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17. Foreign currency translation account

The foreign currency translation account comprises all foreign exchange differences arising fromthe translation of the financial statements of foreign operations whose functional currency isdifferent from that of the Group’s presentation currency and is non-distributable. Movements in thisaccount are set out in the combined statements of changes in equity.

18. Revaluation reserve

The revaluation reserve represents surplus arising from the revalued amount of the Group’sinvestment property. The revalued amount represents the open market value determined by anindependent firm of professional valuer.

Revaluation reserve is not available for distribution to the Group’s equity holders.

The revaluation reserve of $537,600 was transferred to accumulated profits due to the disposal ofthe investment property to a related party on 30 September 2007.

Movements in this reserve are set out in the combined statements of changes in equity.

19. Revenue

2007 2008 2009$ $ $

Sale of goods 32,533,084 49,019,671 56,550,120Rendering of services 7,072,810 8,305,201 11,902,974Airtime revenue 1,077,155 1,397,077 2,426,949

40,683,049 58,721,949 70,880,043

20. Other income

2007 2008 2009$ $ $

Interest income 48,562 36,024 49,262Bad trade receivables recovered 1,549 6 –Write-back of allowance for doubtful receivables – 2,080 56,025Foreign exchange gain 59,834 235,584 543,286Gain on disposal of plant and equipment – – 8,438Gain on disposal of investment property – 150,000 –Grants 8,373 16,104 144,062Rental income 22,414 68,048 –Sponsorship income 4,890 86,412 –Administrative recharges 53,761 51,402 –Sales commission – 1,113 426,995Sundry income 15,456 109,913 7,430

214,839 756,686 1,235,498

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21. Finance costs

2007 2008 2009$ $ $

Interest expenses- finance leases 11,755 3,275 8,246- trust receipts 250,109 222,329 240,212

261,864 225,604 248,458

22. Profit before income tax

The above is arrived at after charging:

2007 2008 2009$ $ $

Distribution costsEntertainment 156,717 201,160 222,293Transportation and travelling 492,980 577,075 391,392

General and administrative expensesAmortisation of intangible assets 15,026 – –Depreciation of plant and equipment 162,154 182,697 219,101Legal and professional charges 73,713 335,213 355,512Operating lease expenses- rental of office equipment 10,819 19,998 13,837- rental of office 272,502 323,065 359,264

Other operating expensesAllowance for doubtful trade receivables - third parties 28,644 115,184 295,997Allowance for inventory obsolescence – 361,822 664,214

The profit before income tax also includes:

2007 2008 2009$ $ $

Staff costsSalaries, wages and bonuses 6,197,508 9,399,010 10,795,817Contributions to defined contribution plans 548,403 927,252 1,000,741Other employee benefits 221,748 212,086 268,104

6,967,659 10,538,348 12,064,662

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22. Profit before income tax (Continued)

The staff costs are recognised in the following line items in the combined income statements:

2007 2008 2009$ $ $

Cost of sales 1,755,388 2,933,624 4,985,425Distribution costs 3,518,050 5,522,831 4,558,263General and administrative expenses 1,694,221 2,081,893 2,520,974

6,967,659 10,538,348 12,064,662

Included in the staff costs were Directors’ remuneration as shown in Note 26 to the combinedfinancial statements.

23. Income tax expense

2007 2008 2009$ $ $

Current income tax- current financial year 323,775 776,488 1,324,092- underprovision in prior financial years – 400 50,284

323,775 776,888 1,374,376

Deferred income tax- current financial year (4,093) 2,471 –- (over)/underprovision in prior financial years (9,607) 15,119 –

(13,700) 17,590 –

Total income tax expense in combined income statements 310,075 794,478 1,374,376

Reconciliation of effective income tax rate

2007 2008 2009$ $ $

Profit before income tax 1,910,899 4,126,448 7,765,690

Income tax calculated at Singapore’s statutory income tax rates of 18%, 18% and 17% respectively 343,962 742,761 1,320,167

Effect of different income tax rate in other country – – (946)Expenses not deductible for income tax purposes 56,896 29,447 68,939Income not subject to tax – (27,000) (1,434)Double deduction of approved expenses (23,141) (13,025) (9,600)Utilisation of previously unrecognised tax losses – (6,758) (27,526)Tax exemption (36,951) (29,065) (51,196)Effect of changes in income tax rate (4,093) – (2,756)(Over)/Underprovision of deferred income tax in prior financial years (9,607) 15,119 –

Underprovision of current income tax in prior financial years – 400 50,284Others (16,991) 82,599 28,444

310,075 794,478 1,374,376

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24. Earnings per share

2007 2008 2009

Earnings per shareBasic ($) 1.54 3.20 6.15Diluted ($) 1.54 3.20 6.15Based on Pre - Invitation shares (cents) 1.78 3.70 7.10

The calculation of basic and diluted earnings per share is based on:

2007 2008 2009

Profit after income tax attributable to equity holders $1,600,824 $3,331,970 $6,391,314Actual number of ordinary shares in issue during the financial year 1,040,074 1,040,076 1,040,076

The calculation of earnings per share based on Pre - Invitation shares is based on:

2007 2008 2009

Profit after income tax attributable to equity holders $1,600,824 $3,331,970 $6,391,314Pre - Invitation shares 90,000,000 90,000,000 90,000,000

The calculations for basic earnings per share for the relevant periods is based on the profitattributable to equity holders for the financial years ended 31 March 2007, 2008 and 2009 by theactual number of ordinary shares in issue in the relevant periods.

The Group does not have any dilutive options for the relevant periods.

The calculations for earnings per share based on Pre-Invitation share capital for the relevantperiods is based on the profit attributable to equity holders for the financial years ended 31 March2007, 2008 and 2009 on the assumption that Pre-Invitation share capital of 90,000,000 ordinaryshares are in issue as at the date of the Offer Document.

25. Dividends

2007 2008 2009$ $ $

Interim exempt (one-tier) dividend paid of $Nil, $5 and $Nil per share for the financial years ended 31 March 2007, 2008 and 2009 respectively – 5,000,000 –

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26. Significant related party transactions

For the purpose of these combined financial statements, parties are considered to be related to theGroup if the Group has the ability, directly or indirectly, to control the party or exercise significantinfluence over the party in making financial and operating decisions, or vice versa, or where theGroup and the party are subject to common control or common significant influence. Relatedparties may be individuals or other entities.

In addition to the related party information disclosed elsewhere in the combined financialstatements, the following were significant related party transactions between the Group and itsrelated parties during the financial years ended 31 March 2007, 2008 and 2009 at rates and termsagreed between the parties:

2007 2008 2009$ $ $

Related partiesSales of goods to related parties 150,492 318,578 –Purchases of goods from related parties 470 22,587 –Rental of office premises from related parties 236,931 193,794 209,046Rental of motor vehicle from a related party 6,600 6,050 –Acquisition of an available-for-sale financial asset from a related party – – 133,648

Sale of investment property to a related party – 950,000 –Sub-contractor charges from related parties 3,701 8,771 –Consultancy fee charges from a related party 27,600 47,580 68,368Payment on behalf of the Company by related parties 11,244 29,396 –

Directors of the CompanyAdvances from Directors 113,434 5,427,462 –

Compensation of key management personnel

The remuneration of the key management personnel who are also the Directors of the Group forthe financial years ended 31 March 2007, 2008 and 2009 were as follows:

2007 2008 2009$ $ $

Short-term benefits 777,022 965,107 1,082,940Post-employment benefits 33,256 43,535 29,086

810,278 1,008,642 1,112,026

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27. Operating lease commitments

Group as a lessee

As at 31 March 2007, 2008 and 2009, there were operating lease commitments for rental payablein subsequent accounting periods as follows:

2007 2008 2009$ $ $

Not later than one financial year 238,673 249,387 319,472Later than one financial year but not later than five financial years 197,464 49,126 –

436,137 298,513 319,472

The above operating lease commitments are based on existing rental rates at the balance sheetdates.

Group as a lessor

As at 31 March 2007, 2008 and 2009, the Group has contracted with its tenant for the followingfuture minimum lease payments:

2007 2008 2009$ $ $

Not later than one financial year 37,968 – –Later than one financial year but not later than five financial years 15,820 – –

53,788 – –

28. Segment information

A segment is a distinguishable component of the Group that is engaged either in providingproducts or services (business segment), or in providing products or services within a particulareconomic environment (geographical segment), which is subject to risks and rewards that aredifferent from those of other segments.

Segment information is presented in respect of the Group’s business and geographical segments.The primary format, business segments, is based on the Group’s management and internalreporting structure.

Inter-segment pricing is determined on an arm’s length basis.

Segment results, assets and liabilities include items directly attributable to a segment as well asthose that can be allocated on a reasonable basis. Unallocated items mainly comprise corporateassets, liabilities and expenses.

Segment capital expenditure is the total cost incurred during the financial year to acquire segmentassets that are expected to be used for more than one financial year.

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28. Segment information (Continued)

Business segments

The Group is primarily engaged in three business segments namely:

(i) Sales of goods;

(ii) Rendering of services; and

(iii) Airtime revenue.

The Group adopts these three business segments for its primary segment information.

Financial year ended 31 March 2007

Sale of Rendering Airtime goods of services revenue Elimination Total

$ $ $ $ $

RevenueExternal revenue 32,533,084 7,072,810 1,077,155 – 40,683,049Inter-segment revenue 89,917 15,322 – (105,239) –

32,623,001 7,088,132 1,077,155 (105,239) 40,683,049

ResultsSegment results 1,471,300 608,962 221,591 – 2,301,853

Unallocated income 214,838Unallocated expenses (343,928)Finance costs (261,864)

Profit before income tax 1,910,899Income tax expense (310,075)

Profit after income tax 1,600,824

Capital expenditurePlant and equipment 198,422

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Business segments (Continued)



$ $ $ $ $

RevenueExternal revenue 49,019,671 8,305,201 1,397,077 – 58,721,949Inter-segment revenue 12,576 98,638 – (111,214) –

49,032,247 8,403,839 1,397,077 (111,214) 58,721,949


Unallocated income 756,686Unallocated expenses (310,691)Finance costs (225,604)Share of results of associates (1,133)

Profit before income tax 4,126,448Income tax expense (794,478)





$ $ $ $ $

RevenueExternal revenue 56,550,120 11,902,974 2,426,949 – 70,880,043Inter-segment revenue 362,023 74,004 211 (436,238) –

56,912,143 11,976,978 2,427,160 (436,238) 70,880,043


Unallocated income 1,235,498Unallocated expenses (295,971)Finance costs (248,458)Share of results of associates 32,529

Profit before income tax 7,765,690Income tax expense (1,374,376)



A-45




Geographical segments

The Group’s three business segments operate in four main geographical areas. Revenue is basedon the country in which the customer is located. Segment assets consist primarily of plant andequipment, investment property, intangible assets, inventories, trade and other receivables andcash and cash equivalents. Capital expenditure comprises additions to plant and equipment andcomputer software. Segment assets and capital expenditure are shown by the geographical areain which the assets are located.


Southeast People’s Asia other Republic than

Singapore in China Singapore Others Elimination Total$ $ $ $ $ $

RevenueExternal revenue 14,998,100 11,025,213 7,320,812 7,338,924 – 40,683,049Inter-segment revenue 105,239 – – – (105,239) –

15,103,339 11,025,213 7,320,812 7,338,924 (105,239) 40,683,049

AssetsSegment assets 17,026,538 2,862,986 1,185,236 1,443,976 (92,904) 22,425,832Available-for-sale financial asset – 70,532 – – – 70,532

Investments in associates – – 26,124 – – 26,124

Total assets 17,026,538 2,933,518 1,211,360 1,443,976 (92,904) 22,522,488

Capital expenditurePlant and equipment 157,538 38,499 2,385 – – 198,422

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Geographical segments (Continued)




RevenueExternal revenue 21,789,074 15,511,351 12,336,829 9,084,695 – 58,721,949Inter-segment revenue 111,214 – – – (111,214) –

21,900,288 15,511,351 12,336,829 9,084,695 (111,214) 58,721,949

AssetsSegment assets 20,579,634 4,050,140 3,145,726 2,864,612 (158,681) 30,481,431Available-for-sale financial asset – 70,532 – 41,902 – 112,434

Investments in associates 69,507 – 16,428 – – 85,935

Total assets 20,649,141 4,120,672 3,162,154 2,906,514 (158,681) 30,679,800

Capital expenditurePlant and equipment 339,566 13,757 – – – 353,323




RevenueExternal revenue 29,811,157 19,554,758 11,538,449 9,975,679 – 70,880,043Inter-segment revenue 71,023 – 365,215 – (436,238) –

29,882,180 19,554,758 11,903,664 9,975,679 (436,238) 70,880,043

AssetsSegment assets 28,724,240 3,009,731 3,376,822 2,371,955 (2,093,637) 35,389,111Available-for-sale financial assets – 204,180 – 438,450 – 642,630

Investments in associates 68,340 – 65,689 – – 134,029

Total assets 28,792,580 3,213,911 3,442,511 2,810,405 (2,093,637) 36,165,770

Capital expenditurePlant and equipment 293,739 20,653 – – – 314,392

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29. Financial instruments, financial risk and capital management

The Group’s activities expose it to credit risk, market risk (including interest rate risk and foreignexchange risk), and liquidity risk. The Group’s overall risk management strategy seeks to minimiseadverse effects from the volatility of financial markets on the Group’s financial performance.

The Board of Directors of the Group is responsible for setting the objectives and underlyingprinciples of financial risk management for the Group. The Group’s management then establishesthe detailed policies such as risk identification and measurement, exposure limits and hedgingstrategies, in accordance with the objectives and underlying principles approved by the Board ofDirectors.

There has been no change to the Group’s exposure to these financial risks or the manner in whichit manages and measures the risk. The Group does not hold or issue derivative financialinstruments for trading purposes.

29.1 Credit risk

Credit risk refers to the risk that counterparty will default on its contractual obligationsresulting in a loss to the Group. The Group has adopted a policy of only dealing withcreditworthy counterparties. The Group performs ongoing credit evaluation of itscounterparties’ financial condition and generally does not require collaterals.

The Group does not have any significant credit exposure to any single counterparty or anygroup of counterparties having similar characteristics except for the top 5, 6 and 5 tradereceivables from third parties amounting to approximately $1,789,975, $4,206,048 and$3,895,737 for the financial years ended 31 March 2007, 2008 and 2009 respectively as atthe balance sheet date.

The carrying amounts of financial assets recorded in the combined financial statements,grossed up for any allowances for losses, represents the Group’s maximum exposure tocredit risk. The Group does not hold any collateral.

The Group’s major classes of financial assets are cash and cash equivalents and trade andother receivables.

Trade receivables that are neither past due nor impaired are substantially companies withgood collection track records with the Group. The Group’s historical experience in thecollection of receivables falls within the recorded allowances.

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29. Financial instruments, financial risk and capital management (Continued)

29.1 Credit risk (Continued)

The age analysis of trade receivables that are past due but not impaired is as follows:

Gross Gross Gross receivables Impairment receivables Impairment receivables Impairment

2007 2007 2008 2008 2009 2009$ $ $ $ $ $

Past due 0 to 1 months 1,244,564 – 1,790,891 – 4,902,389 –

Past due 1 to 2 months 853,340 – 1,388,131 – 1,141,692 –

Past due 2 to 3 months 459,154 – 617,756 – 640,777 –

Past due over 3 months 1,729,104 28,644 1,691,284 141,748 1,980,303 339,882

The impaired trade receivables arise mainly from sales to customers who have difficulty insettling the amount due.

29.2 Market risk

(i) Foreign exchange risk management

Currency risk arises from transactions denominated in currencies other than thefunctional currency of the Group. The currencies that give rise to this risk are primarilyUnited States dollar, Euro, Ringgit Malaysia, British pound, Japanese yen andNorwegian kroner.

The Group monitors its foreign currency exchange risks closely and maintains funds invarious currencies to minimise currency exposure due to timing differences betweensales and purchases. Currency translation risk arises when commercial transactions,recognised assets and liabilities and net investment in foreign operations aredenominated in a currency that is not the entity’s functional currency.

It is not the Group’s policy to take speculative positions in foreign currencies. Whereappropriate, the Group enters into foreign currency forward contracts with its principalbankers to mitigate the foreign currency risks (mainly export sales and importpurchases).

As at 31 March 2007, 2008 and 2009, the carrying amounts of monetary assets andmonetary liabilities denominated in currencies other than the respective entity’sfunctional currency are disclosed in the respective notes to the combined financialstatements.

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29.2 Market risk (Continued)

(i) Foreign exchange risk management (Continued)

Foreign currency sensitivity analysis

The Group transacts business mainly in Singapore dollar, United States dollar, Euro,Ringgit Malaysia, British pound, Japanese yen and Norwegian kroner.

The following table details the Group’s sensitivity to a 5% change in Singapore dollars,United States dollar, Euro, Ringgit Malaysia, British pound, Japanese yen andNorwegian kroner. The sensitivity analysis assumes an instantaneous 5% change inthe foreign currency exchange rates from the balance sheet date, with all othervariables held constant. The results of the model are also constrained by the fact thatonly monetary items, which are denominated in United States dollar, Euro, RinggitMalaysia, British pound, Japanese yen and Norwegian kroner are included in theanalysis. Consequentially, reported changes in the values of some of the financialinstruments impacting the results of the sensitivity analysis are not matched with theoffsetting changes in the values of certain excluded items that those instruments aredesigned to finance or hedge.

Combined income statement2007 2008 2009

$ $ $

United States dollarStrengthened against Singapore dollar 161,721 (3,420) 176,379Weakened against Singapore dollar (161,721) 3,420 (176,379)

EuroStrengthened against Singapore dollar (82,669) (27,112) (4,427)Weakened against Singapore dollar 82,669 27,112 4,427

Japanese YenStrengthened against Singapore dollar (18,359) (33,622) (13,771)Weakened against Singapore dollar 18,359 33,622 13,771

British poundStrengthened against Singapore dollar (8,548) (8,308) (9,177)Weakened against Singapore dollar 8,548 8,308 9,177

Malaysia RinggitStrengthened against Singapore dollar 5,137 9,980 9,728Weakened against Singapore dollar (5,137) (9,980) (9,728)

Norwegian kronerStrengthened against Singapore dollar (27,495) (33,671) (17,674)Weakened against Singapore dollar 27,495 33,671 17,674

The potential impact of foreign exchange rate fluctuation on the income statement ofthe Group as described in the sensitivity analysis above is attributable mainly to offoreign exchange rate fluctuations the Group’s foreign exchange exposure on non-reporting currency receivables and payables at the balance sheet date.

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29.2 Market risk (Continued)

(ii) Interest rate risk

The Group’s exposure to market risk for changes in interest rates relates primarily toshort-term bank deposits, finance lease payables and bank borrowings as shown inNotes 11, 13 and 14 to the combined financial statements.

The Group’s results are affected by changes in interest rates due to the impact of suchchanges on interest income and expenses from short-term bank deposits and bankborrowings which are at floating interest rates. It is the Group’s policy to obtain quotesfrom banks to ensure that the most favourable rates are made available to the Group.

The Group’s borrowings at variable rates are denominated in Singapore dollar, UnitedStates dollar and Japanese yen. If the Singapore dollar interest ratesincrease/decrease by 0.5% with all other variables including tax rate being heldconstant, the profit after tax will be lower/higher by approximately $136,607, $160,248and $59,956 for the financial year ended 31 March 2007, 2008 and 2009 respectivelyas a result of higher/lower interest expense on borrowings. If the United States dollarinterest rates increase/decrease by 0.5% with all other variables including tax ratebeing held constant, the profit after tax will be lower/higher by approximately $9,826,$101,279 and $6,241 for the financial year ended 31 March 2007, 2008 and 2009respectively as a result of higher/lower interest expense on borrowings. If theJapanese yen interest rates increase/decrease by 0.5% with all other variablesincluding tax rate being held constant, the profit after tax will be lower/higher byapproximately $9,495, $12,766 and $3,221 for the financial year ended 31 March2007, 2008 and 2009 respectively as a result of higher/lower interest expense onborrowings. If the Euro Dollar interest rates increase/decrease by 0.5% with all othervariables including tax rate being held constant, the profit after tax will be lower/higherby approximately $Nil, $Nil and $45,061 for the financial year ended 31 March 2007,2008 and 2009 respectively as a result of higher/lower interest expense onborrowings.

29.3 Liquidity risk

Liquidity risk refers to the risk in which the Group encounters difficulties in meeting its short-term obligations. Liquidity risks are managed by matching the payment and receipt cycle.

The Group actively manages its operating cash flows so as to finance the Group’soperations. As part of their overall prudent liquidity management, the Group minimisesliquidity risk by ensuring availability of funding through an adequate amount of committedcredit facilities from financial institutions and maintains sufficient levels of cash to meet itsworking capital requirement.

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29.3 Liquidity risk (Continued)

The following table details the Group’s remaining contractual maturity for its non-derivativefinancial instruments. The table has been drawn up based on undiscounted cash flows offinancial instruments based on the earlier of the contractual date or when the Group isexpected to receive or (pay).

Contractual maturity analysis

After onefinancial year but

Within one within five financial financial

year years Total$ $ $

2009Financial liabilitiesNon-interest bearing 15,410,004 – 15,410,004Fixed interest bearing 4,355,814 88,949 4,444,763

19,765,818 88,949 19,854,767


21,245,566 75,961 21,321,527


11,951,808 40,354 11,992,162

The Group’s operations are financed mainly through equity and accumulated profits.Adequate lines of credit are maintained to ensure the necessary liquidity is available whenrequired.

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29.4 Capital management policies and objectives

The Group manages its capital to ensure that the Group is able to continue as a goingconcern and to maintain an optimal capital structure so as to maximise shareholders’ value.The Group is not subject to any externally imposed capital requirements for the financialyears ended 31 March 2007, 2008 and 2009.

The Group manages its capital structure and makes adjustments to it, in light of changes ineconomic conditions. To maintain or adjust the capital structure, the Group may adjust thedividend payment to shareholders, return capital to shareholders or issue new shares. Nochanges were made in the objectives, policies or processes during the financial years ended31 March 2007, 2008 and 2009.

The Group monitors capital using a gearing ratio, which is net debt divided by total capitalplus net debt. The Group includes within net debt, trade and other payables, finance leasepayables and bank borrowings less cash and cash equivalents. Capital consists of the totalcapital and reserves.

2007 2008 2009$ $ $

Trade and other payables 8,270,576 14,520,111 15,410,004Finance lease payables 70,461 118,309 160,681Bank borrowings 3,651,125 6,683,107 4,284,082Less: Cash and cash equivalents (5,558,793) (6,765,498) (8,208,838)

Net debt 6,433,369 14,556,029 11,645,929

Capital and reserves 10,133,536 8,465,508 14,854,873

Capital and net debt 16,566,905 23,021,537 26,500,802

Gearing ratio (%) 38.8 63.2 43.9

29.5 Fair value of financial assets and financial liabilities

The carrying amounts of the Group’s current financial assets and financial liabilitiesapproximate their respective fair values as at balance sheet date due to the relatively short-term maturity of these financial instruments. The fair values of other classes of financialassets and liabilities are disclosed in the respective notes to the financial statements.

30. Events subsequent to the balance sheet date

Subsequent to 31 March 2009, the following events have taken place:

(i) At extraordinary general meetings held on 24 August 2009 and 15 September 2009, theshareholders of the Company approved, inter alia, the following:

(a) the paragraphs (i) to (ii) of the Restructuring Exercise as set out in Note 1.2 to thecombined financial statements;

(b) the sub-division of each ordinary share in the share capital of the Company into 6shares (the “Share Split”);

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30. Events subsequent to the balance sheet date (Continued)

Subsequent to 31 March 2009, the following events have taken place (Continued):

(i) At extraordinary general meetings held on 24 August 2009 and 15 September 2009, theshareholders of the Company approved, inter alia, the following (Continued):

(c) the conversion of the Company into a public company limited by shares and thechange of name to Jason Marine Group Limited;

(d) the adoption of a new set of Articles of Association (“Articles”);

(e) the listing and quotation of all the issued shares (including the New Shares to beallotted and issued as part of the Invitation) and the Options Shares to be issued (ifany) on the Catalist;

(f) the allotment and issue of 16,000,000 New Shares which are the subject of theInvitation, on the basis that the New Shares, when allotted, issued and fully-paid, willrank pari passu in all respects with the existing shares;

(g) the authorisation of the Directors of the Company, pursuant to Section 161 of theCompanies Act, to (i) allot and issue further shares in the Company; and (ii) issueconvertible securities and any shares in the Company pursuant to the convertiblesecurities, whether by way of rights, bonus or otherwise, at any time and upon suchterms and conditions, whether for cash or otherwise and for such purposes and tosuch persons as the Directors of the Company shall in their absolute discretion deemfit, provided that the aggregate number of shares to be issued pursuant to suchauthority shall not exceed 100% of the issued share capital of the Companyimmediately after the Invitation excluding treasury shares and that the aggregatenumber of shares to be issued other than on a pro-rata basis to the then-existingshareholders of the Company shall not exceed 50% of the issued share capital of theCompany immediately after the Invitation excluding treasury shares. Unless revoked orvaried by the Company in general meeting, such authority shall continue in full forceuntil the conclusion of the next annual general meeting of the Company or the date bywhich the next annual general meeting is required by law or by the Articles to be held,whichever is earlier, except that the Directors of the Company shall be authorised toallot and issue new shares pursuant to the convertible securities notwithstanding thatsuch authority has ceased.

For the purposes of this resolution and pursuant to Rules 806(3) and 806(4) of theListing Manual, “issued share capital of the Company immediately after the Invitationexcluding treasury shares” shall mean the enlarged issued and paid-up share capitalof the Company after the Invitation excluding treasury shares after adjusting for (i) newshares arising from the conversion or exercise of any convertible securities; (ii) newshares arising from exercising share options or vesting of share awards outstanding orsubsisting at the time such authority is given, provided that the options or awards weregranted in compliance with the Listing Manual; and (iii) any subsequent consolidationor sub-division of shares; and

(h) the adoption of the Jason Employee Share Option Scheme (“ESOS”) that theDirectors of the Company be authorised to allot and issue Option Shares upon theexercise of the option(s) granted under the ESOS.

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APPENDIX B

DESCRIPTION OF ORDINARY SHARES

The following statements are brief summaries of the rights and privileges of Shareholders conferred bythe laws of Singapore and the Articles of our Company. These statements summarise the materialprovisions of the Articles but are qualified in entirety by reference to the Articles.

Ordinary Shares

There are no founders, management, deferred or unissued shares reserved for issue for any purpose. Wehave only one class of shares, namely, our ordinary shares which have identical rights in all respects andrank equally with one another. All of the ordinary shares are in registered form. Our Company may,subject to the provisions of the Companies Act and the rules of the SGX-ST, purchase its Shares.However, it may not, except in circumstances permitted by the Companies Act, grant any financialassistance for the acquisition or proposed acquisition of its own Shares.

New Shares

New Shares may only be issued with the prior approval in a general meeting of our Shareholders. Theaggregate number of Shares to be issued pursuant to such approval may not exceed 100% (or suchother limit as may be prescribed by the SGX-ST) of our issued share capital for the time being, of whichthe aggregate number of shares to be issued other than on a pro-rata basis to our Shareholders shall notexceed 50% (or such other limit as may be prescribed by the SGX-ST) of our issued share capital for thetime being (the percentage of issued share capital being based on our issued Shares at the time suchauthority is given after adjusting for new Shares arising from the conversion of convertible securities oremployee share options on issue at the time such authority is given and any subsequent consolidation orsub-division of Shares). The approval, if granted, will lapse at the conclusion of the annual generalmeeting following the date on which the approval was granted or the date by which the annual generalmeeting is required by law to be held, whichever is the earlier but any approval may be previouslyrevoked or varied by our Company in general meeting. Subject to the foregoing, the provisions of theCompanies Act and any special rights attached to any class of shares currently issued, all new Sharesare under the control of our Board who may allot and issue the same with such rights and restrictions asit may think fit.

Shareholders

Only persons who are registered in the register of Shareholders of our Company and, in cases in whichthe person so registered is CDP, the persons named as the Depositors in the Depository Registermaintained by CDP for the Shares, are recognised as our Shareholders. Our Company will not, except asrequired by law, recognise any equitable, contingent, future or partial interest in any Share or other rightsfor any Share other than the absolute right thereto of the registered holder of that Share or of the personwhose name is entered in the Depository Register for that Share. Our Company may close the register ofShareholders for any time or times if it provides the SGX-ST at least ten clear market days’ notice.However, the register of Shareholders may not be closed for more than 30 days in aggregate in anycalendar year. Our Company typically closes the register of Shareholders to determine Shareholders’entitlement to receive dividends and other distributions.

Transfer of Shares

There is no restriction on the transfer of fully paid Shares except where required by law or the ListingManual or the rules or by-laws of any stock exchange on which our Company is listed. Our Board maydecline to register any transfer of Shares which are not fully paid Shares, or Shares on which ourCompany has a lien. Our Shares may be transferred by a duly signed instrument of transfer in a formapproved by the SGX-ST or any stock exchange on which our Company is listed.

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Our Board may also decline to register any instrument of transfer unless, among other things, it has beenduly stamped and is presented for registration together with the share certificate and such other evidenceof title as it may require. Our Company will replace lost or destroyed certificates for Shares if it is properlynotified and if the applicant pays a fee which will not exceed S$2 and furnishes any evidence andindemnity that our Board may require.

General Meetings of Shareholders

Our Company is required to hold an annual general meeting every year. Our Board may convene anExtraordinary General Meeting whenever it thinks fit and must do so if Shareholders representing not lessthan 10% of the total voting rights of all Shareholders request in writing that such a meeting be held. Inaddition, two or more Shareholders holding not less than 10% of the issued share capital of our Company(excluding treasury shares) may call a meeting. Unless otherwise required by law or by our Articles,voting at general meetings is by ordinary resolution, requiring an affirmative vote of a simple majority ofthe votes cast at that meeting. An ordinary resolution suffices, for example, for the appointment ofdirectors. A special resolution, requiring the affirmative vote of at least 75% of the votes cast at themeeting, is necessary for certain matters under Singapore law, including voluntary winding up,amendments to the Memorandum of Association and our Articles, a change of the corporate name and areduction in the share capital. Our Company must give at least 21 days’ notice in writing for every generalmeeting convened for the purpose of passing a special resolution. Ordinary resolutions generally requireat least 14 days’ notice in writing. The notice must be given to every Shareholder who has supplied ourCompany with an address in Singapore for the giving of notices and must set forth the place, the day andthe hour of the meeting and, in the case of special business, the general nature of that business.

Voting Rights

A Shareholder is entitled to attend, speak and vote at any general meeting, in person or by proxy. Proxiesneed not be a Shareholder. A person who holds ordinary shares through the SGX-ST book-entrysettlement system will only be entitled to vote at a general meeting as a Shareholder if his name appearson the depository register maintained by CDP 48 hours before the general meeting. Except as otherwiseprovided in our Articles, two or more Shareholders must be present in person or by proxy to constitute aquorum at any general meeting. Under the Articles, on a show of hands, every Shareholder present inperson and by proxy shall have one vote (provided that in the case of a Shareholder who is representedby two proxies, only one of the two proxies as determined by that Shareholder or, failing suchdetermination, by the Chairman of the meeting in his sole discretion shall be entitled to vote on a show ofhands), and on a poll, every Shareholder present in person or by proxy shall have one vote for eachShare which he holds or represents. A poll may be demanded in certain circumstances, including by thechairman of the meeting or by any Shareholder or Shareholders present in person or by proxy andrepresenting not less than 10% of the total voting rights of all Shareholders having the right to attend andvote at the meeting or by not less than two Shareholders present in person or by proxy and entitled tovote. In the case of an equality of vote, whether on a show of hands or a poll, the chairman of themeeting shall be entitled to a casting vote.

Dividends

Our Company may, by ordinary resolution of our Shareholders, declare dividends at a general meeting,but it may not pay dividends in excess of the amount recommended by our Board. Our Company mustpay all dividends out of its profits. Our Board may also declare an interim dividend without the approval ofour Shareholders. All dividends are paid pro-rata among our Shareholders in proportion to the amountpaid up on each Share, unless the rights attaching to an issue of any Share provide otherwise. Unlessotherwise directed, dividends are paid by cheque or warrant sent through the post to each Shareholder athis registered address. Notwithstanding the foregoing, the payment by our Company to CDP of anydividend payable to a Shareholder whose name is entered in the Depository Register shall, to the extentof payment made to CDP, discharge our Company from any liability to that Shareholder in respect of thatpayment.

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Bonus and Rights Issues

Our Board may, with approval by our Shareholders at a general meeting, capitalise any reserves or profitsand distribute the same as bonus Shares credited as paid-up to our Shareholders in proportion to theirshareholdings. Our Board may also issue rights to take up additional Shares to Shareholders inproportion to their shareholdings. Such rights are subject to any conditions attached to such issue andthe regulations of any stock exchange on which our Company is listed.

Take-overs

Under the Singapore Code on Take-overs and Mergers (“Singapore Take-over Code), issued by theAuthority pursuant to section 321 of the SFA, any person acquiring an interest, either on his own ortogether with parties acting in concert with him, in 30% or more of the voting Shares must extend atakeover offer for the remaining voting Shares in accordance with the provisions of the Singapore Take-over Code. In addition, a mandatory takeover offer is also required to be made if a person holding, eitheron his own or together with parties acting in concert with him, between 30% and 50% of the voting rightsacquires additional voting shares representing more than 1% of the voting shares in any six monthperiod. Under the Singapore Take-over Code, the following individuals and companies will be presumedto be persons acting in concert with each other unless the contrary is established:

(a) the following companies:

(i) a company;

(ii) the parent company of (i);

(iii) the subsidiaries of (i);

(iv) the fellow subsidiaries of (i);

(v) the associated companies of (i), (ii), (iii) or (iv);

(vi) companies whose associated companies include any of (i), (ii), (iii), (iv) or (v); and

(vii) any person who has provided financial assistance (other than a bank in the ordinary courseof business) to any of the above for the purchase of voting rights;

(b) a company with any of its directors (together with their close relatives, related trusts as well ascompanies controlled by any of the directors, their close relatives and related trusts);

(c) a company with any of its pension funds and employee share schemes;

(d) a person with any investment company, unit trust or other fund whose investment such personmanages on a discretionary basis, but only in respect of the investment account which such personmanages;

(e) a financial or other professional adviser, including a stockbroker, with its customer in respect of theshareholdings of:

(i) the adviser and persons controlling, controlled by or under the same control as the adviser;and

(ii) all the funds which the adviser manages on a discretionary basis, where the shareholdingsof the adviser and any of those funds in the customer total 10% or more of the customer’sequity share capital;

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(f) directors of a company (together with their close relatives, related trusts and companies controlledby any of such directors, their close relatives and related trusts) which is subject to an offer orwhere the directors have reason to believe a bona fide offer for their company may be imminent;

(g) partners; and

(h) the following persons and entities:

(i) an individual;

(ii) the close relatives of (i);

(iii) the related trusts of (i);

(iv) any person who is accustomed to act in accordance with the instructions of (i);

(v) companies controlled by any of (i), (ii), (iii) or (iv); and

(vi) any person who has provided financial assistance (other than a bank in the ordinary courseof business) to any of the above for the purchase of voting rights.

Under the Singapore Take-over Code, a mandatory offer made with consideration other than cash mustbe accompanied by a cash alternative at not less than the highest price paid by the offeror or any personacting in concert within the preceding six months.

Liquidation or Other Return of Capital

If our Company is liquidated or in the event of any other return of capital, holders of Shares will beentitled to participate in any surplus assets in proportion to their shareholdings, subject to any specialrights attaching to any other class of shares.

Indemnity

As permitted by Singapore law, our Articles provide that, subject to the Companies Act, our Board andofficers shall be entitled to be indemnified by our Company against any liability incurred in defending anyproceedings, whether civil or criminal, which relate to anything done or omitted to have been done as anofficer, director or employee and in which judgment is given in their favour or in which they are acquittedor in connection with any application under any statute for relief from liability in respect thereof in whichrelief is granted by the court. Our Company may not indemnify our Directors and officers against anyliability which by law would otherwise attach to them in respect of any negligence, default, breach of dutyor breach of trust of which they may be guilty in relation to our Company.

Limitations on Rights to Hold or Vote Shares

Except as described in “Voting Rights” and “Take-overs” above, there are no limitations imposed bySingapore law or by our Articles on the rights of non-resident Shareholders to hold or vote in respect ofour Shares.

Minority Rights

The rights of minority Shareholders of Singapore-incorporated companies are protected under Section216 of the Companies Act, which gives the Singapore courts a general power to make any order, uponapplication by any Shareholder of our Company, as they think fit to remedy any of the following situations:

(a) our affairs are being conducted or the powers of our Board are being exercised in a manneroppressive to, or in disregard of the interests of, one or more of our Shareholders; or

(b) we take an action, or threaten to take an action, or our Shareholders pass a resolution, or proposeto pass a resolution, which unfairly discriminates against, or is otherwise prejudicial to, one or moreof our Shareholders, including the applicant.

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Singapore courts have wide discretion as to the reliefs they may grant and those reliefs are in no waylimited to those listed in the Companies Act itself. Without prejudice to the foregoing, Singapore courtsmay:

(a) direct or prohibit any act or cancel or vary any transaction or resolution;

(b) regulate the conduct of our affairs in the future;

(c) authorise civil proceedings to be brought in the name of, or on behalf of, our Company by a personor persons and on such terms as the court may direct;

(d) provide for the purchase of a minority Shareholder’s shares by our other Shareholders or by usand, in the case of a purchase of Shares by us, a corresponding reduction of our share capital;

(e) provide that our Memorandum of Association or our Articles be amended; or

(f) provide that we be wound up.

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APPENDIX C

SUMMARY OF SELECTED ARTICLES OF ASSOCIATION OF OUR COMPANY

The discussion below provides information about certain provisions of our Articles of Association. Thisdescription is only a summary and is qualified by reference to our Articles of Association, a copy of whichwill be displayed at our registered office at 194 Pandan Loop, #06-05 Pantech Business Hub, Singapore128383. The following are extracts of the provisions in our Articles relating to:

(a) A director’s power to vote on a proposal, arrangement or contract in which he is interested

Article 90(1) – Powers of Directors to contract with Company

No Director or intending Director shall be disqualified by his office from contracting or entering intoany arrangement with the Company either as vendor, purchaser or otherwise nor shall suchcontract or arrangement or any contract or arrangement entered into by or on behalf of theCompany in which any Director shall be in any way interested be avoided nor shall any Director socontracting or being so interested be liable to account to the Company for any profit realised by anysuch contract or arrangement by reason only of such Director holding that office or of the fiduciaryrelation thereby established but every Director shall observe the provisions of Section 156 of theCompanies Act relating to the disclosure of the interests of the Directors in transactions orproposed transactions with the Company or of any office or property held by a Director which mightcreate duties or interests in conflict with his duties or interests as a Director and any transactions tobe entered into by or on behalf of the Company in which any Director shall be in any wayinterested shall be subject to any requirements that may be imposed by the Exchange. No Directorshall vote in respect of any contract, arrangement or transaction in which he has directly orindirectly a personal material interest as aforesaid or in respect of any allotment of shares in ordebentures of the Company to him and if he does so vote his vote shall not be counted.

Article 90(2) – Relaxation of restriction on voting

A Director, notwithstanding his interest, may be counted in the quorum present at any meetingwhere 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 theexercise of voting rights or otherwise) to appoint or concur in the appointment of a Director to holdany office or place of profit under any other company, or where the Directors resolve to enter intoor make any arrangements with him or on his behalf pursuant to these Articles or where the termsof any such appointment or arrangements as hereinbefore mentioned are considered, and he mayvote on any such matter other than in respect of the appointment of or arrangements with himselfor the fixing of the terms thereof.

Article 91(2) – Exercise of voting power

The Directors may exercise the voting power conferred by the shares in any company held orowned by the Company in such manner and in all respects as the Directors think fit in the interestsof the Company (including the exercise thereof in favour of any resolution appointing the Directorsor any of them to be directors of such company or voting or providing for the payment ofremuneration to the directors of such company) and any such Director of the Company may vote infavour of the exercise of such voting powers in the manner aforesaid notwithstanding that he maybe or be about to be appointed a director of such other company.

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(b) A director’s power to vote on remuneration (including pension or other benefits) for himselfor for any other director and whether the quorum at a meeting of the board of directors tovote on directors’ remuneration may include the director whose remuneration is the subjectof the vote

Article 86(1) - Fees

The fees of the Directors shall be determined from time to time by the Company in generalmeetings and such fees shall not be increased except pursuant to an ordinary resolution passed ata general meeting where notice of the proposed increase shall have been given in the noticeconvening the meeting. Such fees shall be divided among the Directors in such proportions andmanner as they may agree and in default of agreement equally, except that in the latter event anyDirector who shall hold office for part only of the period in respect of which such fee is payableshall be entitled only to rank in such division for the proportion of fee related to the period duringwhich he has held office.

Article 86(2) – Extra remuneration

Any Director who is appointed to any executive office or serves on any committee or who otherwiseperforms or renders services, which, in the opinion of the Directors, are outside his ordinary dutiesas a Director, may be paid such extra remuneration as the Directors may determine, subjecthowever as is hereinafter provided in this Article.

Article 86(3) – Remuneration of director

The fees (including any remuneration under Article 86(2) above) in the case of a Director otherthan an Executive Director shall be payable by a fixed sum and shall not at any time be bycommission on or percentage of the profits or turnover, and no Director whether an ExecutiveDirector or otherwise shall be remunerated by a commission on or percentage of turnover.

Article 87 – Expenses

The Directors shall be entitled to be repaid all travelling or such reasonable expenses as may beincurred in attending and returning from meetings of the Directors or of any committee of theDirectors or general meetings or otherwise howsoever in or about the business of the Company inthe course of the performance of their duties as Directors.

Article 88 – Pensions to directors and dependents

Subject to the Companies Act, the Directors on behalf of the Company may pay a gratuity or otherretirement, superannuation, death or disability benefits to any Director or former Director who hadheld any other salaried office or place of profit with the Company or to his widow or dependants orrelations or connections or to any persons in respect of and may make contributions to any fundand pay premiums for the purchase or provision of any such gratuity, pension or allowance.

Article 89 – Benefits for employees

The Directors may procure the establishment and maintenance of or participate in or contribute toany non-contributory or contributory pension or superannuation fund or life assurance scheme orany other scheme whatsoever for the benefit of and pay, provide for or procure the grant ofdonations, gratuities, pensions, allowances, benefits or emoluments to any persons (includingDirectors and other officers) who are or shall have been at any time in the employment or serviceof 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 alsoprocure 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 asaforesaid or otherwise to advance the interests and well-being of the Company or of any suchother company as aforesaid or of its Members and payment for or towards the insurance of anysuch persons as aforesaid, and subscriptions or guarantees of money for charitable or benevolentobjects or for any exhibition or for any public, general or useful object.

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Article 94 – Remuneration of Chief Executive Officer/Managing Director

The remuneration of a Chief Executive Officer/Managing Director (or any Director holding anequivalent appointment) shall from time to time be fixed by the Directors and may subject to theseArticles be by way of salary or commission or participating in profits or by any or all of these modesbut he shall not under any circumstances be remunerated by a commission on or a percentage ofturnover.

Article 103(1) – Alternate Directors

Any Director of the Company may at any time appoint any person who is not a Director or alternateDirector and who is approved by a majority of his co-Directors to be his alternate Director for suchperiod as he thinks fit and may at any time remove any such alternate Director from office. Analternate Director so appointed shall be entitled to receive from the Company such proportion (ifany) of the remuneration otherwise payable to his appointor as such appointor may by notice inwriting to the Company from time to time direct, but save as aforesaid he shall not in respect ofsuch appointment be entitled to receive any remuneration from the Company. Any fee paid to analternate 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 bevaried

Article 118 – Directors’ borrowing powers

The Directors may at their discretion exercise all the powers of the Company to borrow orotherwise raise money, to mortgage, charge or hypothecate all or any property or business of theCompany including any uncalled or called but unpaid capital and to issue debentures or give anyother security for any debt or obligation of the Company or of any third party.

(d) The retirement or non-retirement of a director under an age limit requirement

Article 93 – 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 equivalentappointment) shall be subject to the same provisions as to retirement by rotation, resignation andremoval as the other Directors of the Company. The appointment of any Director to the office ofChief Executive Officer/Managing Director (or any Director holding an equivalent appointment) shallnot automatically determine if he ceases from any cause to be a Director, unless the contract orresolution under which he holds office shall expressly state otherwise, in which event suchdetermination shall be without prejudice to any claim for damages for breach of any contract ofservice between him and the Company.

Article 96(1)(viii) – Vacation of office of director

Subject as herein otherwise provided or to the terms of any subsisting agreement, the office of aDirector shall be vacated subject to the provisions of the Companies Act, at the conclusion of theAnnual General Meeting commencing next after he attains the age of seventy (70) years.

Article 98 – Retirement of directors by rotation

Subject to these Articles and to the 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 numbernearest to but not less than one-third) shall retire from office by rotation. Provided that all Directorsshall retire from office at least once every three (3) years.

Article 99 – 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 tooffer himself for re-election. Any further Directors so to retire shall be those of the other Directorssubject to retirement by rotation who have been longest in office since their last re-election orappointment or have been in office for the three (3) years since their last election. However asbetween persons who became or were last re-elected Directors on the same day, those to retireshall (unless they otherwise agree among themselves) be determined by lot. A retiring Directorshall be eligible for re-election.

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Article 100 – Deemed re-elected

The Company at the meeting at which a Director retires under any provision of these Articles mayby ordinary resolution fill up the vacated office by electing a person thereto. In default the retiringDirector 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 forthe re-election of such Director is put to the meeting and lost; or

(ii) such Director is disqualified under the Companies Act from holding office as a Director orhas given notice in writing to the Company that he is unwilling to be re-elected;

(iii) such Director has attained any retiring age applicable to him as a Director; or

(iv) the nominating committee appointed has given notice in writing to the directors that suchdirector is not suitable for re-appointment, having regard to the Director’s contribution andperformance.

(e) The number of shares, if any, required for the qualification of a director

Article 85 - Qualifications

A Director need not be a Member and shall not be required to hold any share qualification in theCompany and shall be entitled to attend and speak at general meetings but subject to theprovisions of the Companies Act he shall not be of or over the age of seventy (70) years at thedate of his appointment.

(f) The rights, preferences and restrictions attaching to each class of shares

Article 4 – Issue of new shares

Subject to the Companies Act and these Articles, no shares may be issued by the Directors withoutthe prior sanction of an ordinary resolution of the Company in general meeting but subject theretoand to Article 47, and to any special rights attached to any shares for the time being issued, theDirectors may issue, allot or grant options over or otherwise deal with or dispose of the same tosuch persons on such terms and conditions and for such consideration and at such time andsubject or not to the payment of any part of the amount thereof in cash as the Directors may thinkfit, 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 preferenceshares may be issued which are or at the option of the Company are liable to be redeemed, theterms and manner of redemption being determined by the Directors.

Article 5(1) – Rights attached to certain shares

Preference shares may be issued subject to such limitations thereof as may be prescribed by anystock exchange upon which shares in the Company may be listed and the rights attaching toshares other than ordinary shares shall be expressed in the Memorandum of Association or theseArticles. The total number of issued preference shares shall not exceed the total number of issuedordinary shares at any time. Preference shareholders shall have the same rights as ordinaryshareholders as regards receiving of notices, reports and balance sheets and attending generalmeetings of the Company. Preference shareholders shall also have the right to vote at any meetingconvened for the purpose of reducing the capital or winding up or sanctioning a sale of theundertaking of the Company or where the proposal to be submitted to the meeting directly affectstheir rights and privileges or when the dividend on the preference shares is more than six (6)months in arrears.

Article 5(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 7(2) – Rights of preference shareholders

The repayment of preference capital other than redeemable preference or any other alteration ofpreference shareholder rights, may only be made pursuant to a special resolution of the preferenceshareholders concerned. Provided always that where the necessary majority for such a specialresolution is not obtained at the general meeting, consent in writing if obtained from the holders ofthree-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 16(1) – Entitlement to certificate

Shares must be allotted and certificates despatched within ten (10) market days of the final closingdate for an issue of shares unless the Exchange shall agree to an extension of time in respect ofthat particular issue. The Depository must despatch statements to successful investor applicantsconfirming the number of shares held under their Securities Accounts. Persons entered in theRegister 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 toreceive share certificates in reasonable denominations for his holding and where a charge is madefor certificates, such charge shall not exceed S$2 (or such other fee as the Directors maydetermine having regard to any limitation thereof as may be prescribed by any stock exchangeupon which the shares of the Company may be listed). Where a registered shareholder transferspart only of the shares comprised in a certificate or where a registered shareholder requires theCompany to cancel any certificate or certificates and issue new certificates for the purpose ofsubdividing his holding in a different manner the old certificate or certificates shall be cancelled anda new certificate or certificates for the balance of such shares issued in lieu thereof and theregistered shareholder shall pay a fee not exceeding S$2 (or such other fee as the Directors maydetermine having regard to any limitation thereof as may be prescribed by any stock exchangeupon which the shares of the Company may be listed) for each such new certificate as theDirectors may determine. Where the member is a Depositor the delivery by the Company to theDepository of provisional allotments or share certificates in respect of the aggregate entitlements ofDepositors to new shares offered by way of rights issue or other preferential offering or bonus issueshall to the extent of the delivery discharge the Company from any further liability to each suchDepositor in respect of his individual entitlement.

Article 21(1) – Directors’ power to decline to register

Subject to these Articles, there shall be no restriction on the transfer of fully paid up shares exceptwhere required by law or by the rules, bye-laws or listing rules of the Exchange but the Directorsmay in their discretion decline to register any transfer of shares upon which the Company has alien and in the case of shares not fully paid up may refuse to register a transfer to a transferee ofwhom 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 asrequired by the Companies Act and the listing rules of the Exchange.

Article 47 – Rights and privileges of new shares

Subject to any special rights for the time being attached to any existing class of shares, the newshares shall be issued upon such terms and conditions and with such rights and privilegesannexed thereto as the general meeting resolving upon the creation thereof shall direct and if nodirection be given as the Directors shall determine; subject to the provisions of these Articles andin particular (but without prejudice to the generality of the foregoing) such shares may be issuedwith a preferential or qualified right to dividends and in the distribution of assets of the Company orotherwise.

Article 71(1) – Voting rights of Members

Subject and without prejudice to any special privileges or restrictions as to voting for the time beingattached to any special class of shares for the time being forming part of the capital of theCompany and to Article 6, each Member entitled to vote may vote in person or by proxy orattorney, 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.

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Article 71(3)

Notwithstanding anything contained in these Articles, a Depositor shall not be entitled to attend anygeneral meeting and to speak and vote thereat unless his name is certified by the Depository tothe Company as appearing on the Depository Register not later than forty-eight (48) hours beforethe time of the relevant general meeting (the cut-off time) as a Depositor on whose behalf theDepository holds shares in the Company. For the purpose of determining the number of voteswhich a Depositor or his proxy may cast on a poll, the Depositor or his proxy shall be deemed tohold or represent that number of shares entered in the Depositor’s Securities Account at the cut-offtime as certified by the Depository to the Company, or where a Depositor has apportioned thebalance standing to his Securities Account as at the cut-off time between two (2) proxies, toapportion the said number of shares between the two (2) proxies in the same proportion asspecified by the Depositor in appointing the proxies; and accordingly no instrument appointing aproxy of a Depositor shall be rendered invalid merely by reason of any discrepancy between thenumber of shares standing to the credit of that Depositor’s Securities Account as at the cut-offtime, and the true balance standing to the Securities Account of a Depositor as at the time of therelevant general meeting, if the instrument is dealt with in such manner as aforesaid.

Article 72 – Voting rights of joint holders

Where there are joint holders of any share any one (1) of such persons may vote and be reckonedin a quorum at any meeting either personally or by proxy or by attorney or in the case of acorporation by a representative as if he were solely entitled thereto but if more than one (1) of suchjoint holders is so present at any meeting then the person present whose name stands first in theRegister of Members or the Depository Register (as the case may be) in respect of such shareshall alone be entitled to vote in respect thereof. Several executors or administrators of a deceasedMember in whose name any share stands shall for the purpose of this Article be deemed jointholders thereof.

Article 73 – 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 oron a poll by his committee, curator bonis or such other person as properly has the management ofhis 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 tovote shall have been deposited at the Office not less than forty-eight (48) hours before the timeappointed for holding the meeting.

Article 74 – Right to vote

Subject to the provisions of these Articles, every Member either personally or by proxy or byattorney or in the case of a corporation by a representative shall be entitled to be present and tovote at any general meeting and to be reckoned in the quorum thereat in respect of shares fullypaid and in respect of partly paid shares where calls are not due and unpaid. In the event amember has appointed more than one (1) proxy, only one (1) proxy is counted in determining thequorum.

(g) Any change in capital

Article 50(1) – Power to consolidate, cancel and subdivide shares

The Company may by ordinary resolution alter its share capital in the manner permitted under theCompanies 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 notbeen taken or agreed to be taken by any person or which have been forfeited and diminishits share capital in accordance with the Companies Act;

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(iii) subdivide its shares or any of them (subject to the provisions of the Companies Act),provided always that in such subdivision the proportion between the amount paid and theamount (if any) unpaid on each reduced share shall be the same as it was in the case of theshare from which the reduced share is derived; and

(iv) subject to the provisions of these Articles and the Companies Act, convert any class ofshares into any other class of shares.

Article 50(2) – Repurchase of Company’s shares

The Company may purchase or otherwise acquire its issued shares subject to and in accordancewith the provisions of the Companies Act and any other relevant rule, law or regulation enacted orpromulgated by any relevant competent authority from time to time (collectively, the “RelevantLaws”), on such terms and subject to such conditions as the Company may in general meetingprescribe in accordance with the Relevant Laws. Any shares purchased or acquired by theCompany as aforesaid may be cancelled or held as treasury shares and dealt with in accordancewith the Relevant Laws. On the cancellation of any share as aforesaid, the rights and privilegesattached to that share shall expire. In any other instance, the Company may hold or deal with anysuch share which is so purchased or acquired by it in such manner as may be permitted by, and inaccordance with, the Companies Act.

Article 51 – Power to reduce capital

The Company may by special resolution reduce its share capital or any other undistributablereserve in any manner subject to any requirements and consents required by law. Withoutprejudice to the generality of the foregoing, upon cancellation of any share purchased or otherwiseacquired by the Company pursuant to these presents and the Companies Act, the number ofissued shares of the Company shall be diminished by the number of shares so cancelled, andwhere 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 actionnecessary to change the rights, indicating where the conditions are different from thoserequired by the applicable law

Article 7(1) – Variation of rights

If at any time the share capital is divided into different classes, the repayment of preference capitalother than redeemable preference capital and the rights attached to any class (unless otherwiseprovided by the terms of issue of the shares of that class) may, subject to the provisions of theCompanies Act, whether or not the Company is being wound up, only be made, varied orabrogated with the sanction of a special resolution passed at a separate general meeting of theholders of shares of the class and to every such special resolution, the provisions of Section 184 ofthe Companies Act shall, with such adaptations as are necessary, apply. To every such separategeneral meeting, the provisions of these Articles relating to general meetings shall mutatismutandis apply; but so that the necessary quorum shall be two (2) persons at least holding orrepresenting by proxy or by attorney one-third of the issued shares of the class and that any holderof shares of the class present in person or by proxy or by attorney may demand a poll. Providedalways that where the necessary majority for such a special resolution is not obtained at thegeneral meeting, consent in writing if obtained from the holders of three-fourths of the issuedshares of the class concerned within two (2) months of the general meeting shall be as valid andeffectual as a special resolution carried at the general meeting.

Article 8 – 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 otherrights shall, unless otherwise expressly provided by the terms of issue of the shares of that class orby these Articles, be deemed to be varied by the creation or issue of further shares ranking equallytherewith.

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(i) Any time limit after which a dividend entitlement will lapse and an indication of the party inwhose favour this entitlement operates

Article 130(1) – Unclaimed dividends

The payment by the Directors of any unclaimed dividends or other monies payable on or in respectof a share into a separate account shall not constitute the Company a trustee in respect thereof. Alldividends unclaimed after being declared may be invested or otherwise made use of by theDirectors for the benefit of the Company and any dividend unclaimed after a period of six (6) yearsfrom the date of declaration of such dividend may be forfeited and if so shall revert to the Companybut the Directors may at any time thereafter at their absolute discretion annul any such forfeitureand pay the dividend so forfeited to the person entitled thereto prior to the forfeiture. For theavoidance of doubt no Member shall be entitled to any interest, share of revenue or other benefitarising from any unclaimed dividends, howsoever and whatsoever. If the Depositor returns anysuch dividend or money to the Company, the relevant Depositor shall not have any right or claim inrespect of such dividend or money against the Company if a period of six (6) years has elapsedfrom the date of the declaration of such dividend or the date on which such other money was firstpayable.

(j) Any limitation on the right to own shares including limitations on the right of non-residentor foreign shareholders to hold or exercise voting rights on the shares

Article 11 – No trust recognised

Except as required by law, no person shall be recognised by the Company as holding any shareupon any trust and the Company shall not be bound by or compelled in any way to recognise (evenwhen having notice thereof) any equitable, contingent, future or partial interest in any share or anyinterest in any fractional part of a share or (except only as by these Articles or by law otherwiseprovided) any other rights in respect of any share, except an absolute right to the entirety thereof inthe person (other than the Depository) entered in the Register of Members as the registered holderthereof or (where the person entered in the Register of Members as the registered holder of ashare is the Depository) the person whose name is entered in the Depository Register in respect ofthat share.

Article 20 – Person under disability

No share shall in any circumstances be transferred to any infant, bankrupt or person of unsoundmind but nothing herein contained shall be construed as imposing on the company any liability inrespect of the registration of such transfer if the company has no actual knowledge of the same.

Article 48(1) – Issue of new shares to Members

Subject to any direction to the contrary that may be given by the Company in general meeting, orexcept as permitted under the Exchange’s listing rules, all new shares shall before issue be offeredto the Members in proportion, as nearly as the circumstances admit, to the number of the existingshares to which they are entitled or hold. The offer shall be made by notice specifying the numberof shares offered, and limiting a time within which the offer, if not accepted, will be deemed to bedeclined, and, after the expiration of that time, or on the receipt of an intimation from the person towhom the offer is made that he declines to accept the shares offered, the Directors may dispose ofthose shares in such manner as they think most beneficial to the Company. The Directors maylikewise so dispose of any new shares which (by reason of the ratio which the new shares bear toshares held by persons entitled to an offer of new shares) cannot, in the opinion of the Directors,be conveniently offered under this Article.

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Article 48(2)

Notwithstanding Article 48(1) above but subject to the Companies Act and the byelaws and listingrules of the Exchange, the Company may by ordinary resolution in general meeting give to theDirectors a general authority, either unconditionally or subject to such conditions as may bespecified in the ordinary resolution to:

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

(ii) make or grant Instruments; and/or

(iii) (notwithstanding the authority conferred by the ordinary resolution may have ceased to be inforce) issue shares in pursuance of any Instrument made or granted by the Directors whilethe ordinary resolution was in force;

provided that:

(a) the aggregate number of shares or Instruments to be issued pursuant to the ordinaryresolution (including shares to be issued in pursuance of Instruments made or grantedpursuant to the ordinary resolution but excluding shares which may be issued pursuant toany adjustments effected under any relevant Instrument) does not exceed any applicablelimits prescribed by the Exchange;

(b) in exercising the authority conferred by the ordinary resolution, the Company shall complywith the listing rules for the time being in force (unless such compliance is waived by theExchange) and the Articles; and

(c) (unless revoked or varied by the Company in general meeting) the authority conferred by theordinary resolution shall not continue in force beyond the conclusion of the Annual GeneralMeeting next following the passing of the ordinary resolution, or the date by which suchAnnual General Meeting is required by law to be held, or the expiration of such other periodas may be prescribed by the Companies Act (whichever is the earliest).

Article 48(3)

Notwithstanding Article 48(1) above but subject to the Companies Act, the Directors shall not berequired to offer any new shares to members to whom by reason of foreign securities laws suchoffers may not be made without registration of the shares or a prospectus or other document, butmay sell the entitlements to the new shares on behalf of such Members in such manner as theythink most beneficial to the Company.

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APPENDIX D

RULES OF THE JASON EMPLOYEE SHARE OPTION SCHEME

1. NAME OF THE ESOS

The ESOS shall be called the “Jason Employee Share Option Scheme’’.

2. DEFINITIONS

2.1 In the ESOS, unless the context otherwise requires, the following words and expressions shall havethe following meanings:

“Act” The Companies Act, Chapter 50 of Singapore as amended,modified or supplemented from time to time

“Auditors” The auditors of the Company for the time being

“Board” The board of directors of the Company

“Catalist Rules” Any or all of the rules in section B of the Listing Manual, as thecase may be

“CDP” The Central Depository (Pte) Limited

“CPF” Central Provident Fund

“Committee” The remuneration committee of the Company, or such othercommittee comprising directors of the Company duly authorisedand appointed by the Board to administer this ESOS

“Company” Jason Marine Group Limited

“control” The capacity to dominate decision making, directly or indirectly, inrelation to the financial and operating policies of the Company.

“Controlling Shareholder” A shareholder exercising control over the Company and unlessrebutted, a person who controls directly or indirectly 15% or moreof the Company’s issued share capital shall be presumed to be aControlling Shareholder of the Company

“Date of Grant” In relation to an Option, the date on which the Option is granted toa Participant pursuant to Rule 7

“Director” A person holding office as a director for the time being of theCompany and/or its Subsidiaries, as the case may be

“ESOS” The Jason Employee Share Option Scheme, as the same may bemodified or altered from time to time

“Executive Director” A director of the Company and/or its Subsidiaries, as the case maybe, who performs an executive function within the Company or therelevant Subsidiary, as the case may be

“Exercise Price” The price at which a Participant shall subscribe for each Shareupon the exercise of an Option which shall be the price asdetermined in accordance with Rule 9, as adjusted in accordancewith Rule 10

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“Grantee” A person to whom an offer of an Option is made

“Group” The Company and its Subsidiaries

“Group Employee” Any confirmed employee of the Group (including any ExecutiveDirector) selected by the Committee to participate in the ESOS inaccordance with Rule 4

“Listing Manual” The Listing Manual of the SGX-ST

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

“Market Price” A price equal to the average of the last dealt prices for the Shareson the Catalist over the five consecutive Trading Days immediatelypreceding the Date of Grant of that Option, as determined by theCommittee by reference to the daily official list or any otherpublication published by the SGX-ST, rounded to the nearest wholecent in the event of fractional prices

“Non-Executive Director” A director of the Company and/or its Subsidiaries, as the case maybe, other than an Executive Director but including the independentDirectors of the Company

“Offer Date” The date on which an offer to grant an Option is made pursuant tothe ESOS

“Offeree” The person to whom an offer of an Option is made

“Option” The right to subscribe for Shares granted or to be granted to aGroup Employee pursuant to the ESOS and for the time beingsubsisting

“Participant” The holder of an Option

“Record Date” The date as at the close of business on which the Shareholdersmust be registered in order to participate in any dividends, rights,allotments or other distributions

“Rules” Rules of the Jason Employee Share Option Scheme

“securities account” The securities account maintained by a Depositor with CDP

“SGX-ST” Singapore Exchange Securities Trading Limited

“Shareholders” Registered holders of Shares, except where the registered holderis CDP, the term “Shareholders” shall, in relation to such Shares,mean the Depositors whose securities accounts are credited withShares

“Shares” Ordinary shares in the capital of the Company

“Sponsor” CIMB Bank Berhad, Singapore Branch (or such other sponsor asmay be appointed by the Company from time to time)

“Subsidiaries” Companies which are for the time being subsidiaries of theCompany as defined by Section 5 of the Act; and “Subsidiary”means each of them

“Trading Day” A day on which the Shares are traded on the Official List of Catalist

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“per cent.” Percentage or per centum

“S$”or “$” and “cents” Singapore dollars and cents respectively

2.2 The term “Depositor”, “Depository Register” and “Depository Agent” shall have the meaningsascribed to it by Section 130A of the Act and the term “associate” shall have the meaning ascribedto it by the Catalist Rules or any other publication prescribing rules or regulations for corporationsadmitted to the Official List of Catalist (as modified, supplemented or amended from time to time).

2.3 Words importing the singular number shall, where applicable, include the plural number and viceversa. Words importing the masculine gender shall, where applicable, include the feminine andneuter gender.

2.4 Any reference to a time of a day in the ESOS is a reference to Singapore time.

2.5 Any reference in the ESOS to any enactment is a reference to that enactment as for the time beingamended or re-enacted. Unless otherwise defined, any word defined under the Act or any statutorymodification thereof and used in the ESOS shall have the meaning assigned to it under the Act.

3. OBJECTIVES OF THE ESOS

The ESOS will provide an opportunity for Group Employees who have contributed significantly tothe growth and performance of the Group (including Executive Directors) and Non-ExecutiveDirectors (including Independent Directors) and who satisfy the eligibility criteria as set out in Rule4 of the ESOS, to participate in the equity of the Company.

The ESOS is primarily a share incentive scheme. It recognises the fact that the services of suchGroup Employees are important to the success and continued well-being of the Group.Implementation of the ESOS will enable the Company to give recognition to the contributions madeby such Group Employees. At the same time, it will give such Group Employees an opportunity tohave a direct interest in the Company and will also help to achieve the following positive objectives:

(a) to motivate each Participant to optimise his performance standards and efficiency and tomaintain a high level of contribution to the Group;

(b) to retain key employees and Directors whose contributions are essential to the long-termgrowth and profitability of the Group;

(c) to instil loyalty to, and a stronger identification by the Participants with the long-termprosperity of, the Company;

(d) to attract potential employees with relevant skills to contribute to the Group and to createvalue for the Shareholders; and

(e) to align the interests of the Participants with the interests of the Shareholders.

4. ELIGIBILITY

4.1 Confirmed Group Employees (including Executive Director) and Non-Executive Directors (includingIndependent Director) who have attained the age of twenty-one (21) years on or prior to therelevant Offer Date and are not undischarged bankrupts and have not entered into a compositionwith their respective creditors, shall be eligible to participate in the ESOS at the absolute discretionof the Committee.

4.2 Controlling Shareholders and their associates shall not be eligible to participate in the ESOS.

4.3 There will be no restriction on the eligibility of any Participant to participate in any other shareoption or share incentive schemes implemented by any other companies within the Group.

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4.4 Subject to the Act and any requirement of the SGX-ST, the terms of eligibility for participation in theESOS may be amended from time to time at the absolute discretion of the Committee, which wouldbe exercised judiciously.

5. MAXIMUM ENTITLEMENT

Subject to RuIe 4 and Rule 10, the aggregate number of Shares in respect of which Options maybe offered to a Grantee for subscription in accordance with the ESOS shall be determined at thediscretion of the Committee, who shall take into account criteria such as rank, past performance,years of service and potential development of the Participant.

6. LIMITATION ON SIZE OF THE ESOS

The total number of Shares over which the Committee may grant Options on any date, when addedto the number of Shares issued and issuable in respect of all Options granted under the ESOS andall outstanding options granted under such other share-based incentive schemes of the Company,shall not exceed 15% of the number of issued Shares (including treasury shares, as defined in theCompanies Act) on the day immediately preceding the Offer Date of the Option.

7. OFFER DATE

7.1 The Committee may, save as provided in Rule 4, Rule 5 and Rule 6, offer to grant Options to suchGrantees as it may select in its absolute discretion at any time during the period when the ESOS isin force, except that no Option shall be granted during the period of thirty (30) days immediatelypreceding the date of announcement of the Company’s interim and/or final results (as the casemay be). In addition, in the event that an announcement on any matter of an exceptional natureinvolving unpublished price sensitive information is made, offers to grant Options may only bemade on or after the second Market Day on which such announcement is released.

7.2 An offer to grant the Option to a Grantee shall be made by way of a letter (the “Letter of Offer’’) inthe form or substantially in the form set out in Schedule A, subject to such amendments as theCommittee may determine from time to time.

8. ACCEPTANCE OF OFFER

8.1 An Option offered to a Grantee pursuant to Rule 7 may only be accepted by the Grantee withinthirty (30) days after the relevant Offer Date and not later than 5.00 p.m. on the thirtieth (30th) dayfrom such Offer Date (a) by completing, signing and returning to the Company the acceptance form(“Acceptance Form”) in or substantially in the form set out in Schedule B, subject to suchmodification as the Committee may from time to time determine, accompanied by payment ofS$1.00 as consideration and (b) if, at the date on which the Company receives from the Granteethe Acceptance Form in respect of the Option as aforesaid, he remains eligible to participate in theESOS in accordance with these Rules.

8.2 If a grant of an Option is not accepted strictly in the manner as provided in this Rule 8.1, such offershall, upon the expiry of the thirty (30) day period, automatically lapse and shall forthwith bedeemed to be null and void and be of no effect.

8.3 The Company shall be entitled to reject any purported acceptance of a grant of an Option madepursuant to this Rule 8 or exercise notice (“Exercise Notice”) in or substantially in the form set outin Schedule C given pursuant to Rule 12 which does not strictly comply with the terms of theESOS.

8.4 Options are personal to the Grantees to whom they are granted and shall not be sold, mortgaged,transferred, charged, assigned, pledged or otherwise disposed of or encumbered in whole or inpart or in any way whatsoever without the Committee’s prior written approval, but may be exercisedby the Grantee’s duly appointed personal representative as provided in Rule 11.6 in the event ofthe death of such Grantee.

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8.5 The Grantee may accept or refuse the whole or part of the offer. If only part of the offer isaccepted, the Grantee shall accept the offer in multiples of 1,000 Shares.

8.6 In the event that a grant of an Option results in a contravention of any applicable law or regulation,such grant shall be null and void and be of no effect and the relevant Participant shall have noclaim whatsoever against the Company.

8.7 Unless the Committee determines otherwise, an Option shall automatically lapse and become null,void and of no effect and shall not be capable of acceptance if:

(a) it is not accepted in the manner as provided in Rule 8.1 within the thirty (30) day period; or

(b) the Grantee dies prior to his acceptance of the Option; or

(c) the Grantee is adjudicated a bankrupt or enters into composition with his creditors prior tohis acceptance of the Option; or

(d) the Grantee being a Group Employee ceases to be in the employment of the Group or(being a Director) ceases to be a Director of the Company, in each case, for any reasonwhatsoever prior to his acceptance of the Option; or

(e) the Company is liquidated or wound-up prior to the Grantee’s acceptance of the Option.

9. EXERCISE PRICE

9.1 Subject to any adjustment pursuant to Rule 10, the Exercise Price for each Share in respect ofwhich an Option is exercisable shall be determined by the Committee, in its absolute discretion, onthe Date of Grant, at:

(a) a price equal to the Market Price; or

(b) a price which is set at a discount to the Market Price, provided that:

(i) the maximum discount shall not exceed 20% of the Market Price (or such otherpercentage or amount as may be determined by the Committee and permitted by theSGX-ST); and

(ii) the Shareholders in general meeting shall have authorised, in a separate resolution,the making of offers and grants of Options under the ESOS at a discount notexceeding the maximum discount as aforesaid.

9.2 In making any determination under Rule 9.1(b) on whether to give a discount and the quantum ofsuch discount, the Committee shall be at liberty to take into consideration such criteria as theCommittee may, at its absolute discretion, deem appropriate, including but not limited to:

(a) the performance of the Company and/or its Subsidiaries, as the case may be;

(b) the years of service and individual performance of the eligible Group Employee or Director;

(c) the contribution of the eligible Group Employee or Director to the success and developmentof the Company and/or the Group; and

(d) the prevailing market conditions.

9.3 In the event that the Company is no longer listed on the Catalist or any other relevant stockexchange or trading in the Shares on the Catalist or such stock exchange is suspended for anyreason for fourteen (14) days or more, the Exercise Price for each Share in respect of which anOption is exercisable shall be the fair market value of each such Share as determined by theCommittee in good faith.

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10. ALTERATION OF CAPITAL

10.1 If a variation in the issued share capital of the Company (whether by way of a capitalisation ofprofits or reserves or rights issue or reduction (including any reduction arising by reason of theCompany purchasing or acquiring its issued Shares), subdivision, consolidation or distribution, orotherwise howsoever) should take place, then:

(a) the Exercise Price for the Shares, class and/or number of Shares comprised in the Optionsto the extent unexercised and the rights attached thereto; and/or

(b) the class and/or number of Shares in respect of which additional Options may be granted toParticipants,

may be adjusted in such manner as the Committee may determine to be appropriate includingretrospective adjustments where such variation occurs after the date of exercise of an Option butthe Record Date relating to such variation precedes such date of exercise and, except in relation toa capitalisation issue, upon the written confirmation of the Auditors (acting only as experts and notas arbitrators), that in their opinion, such adjustment is fair and reasonable.

10.2 Notwithstanding the provisions of Rule 10.1 above, no such adjustment shall be made:

(a) if as a result, the Participant receives a benefit that a Shareholder does not receive; and

(b) unless the Committee, after considering all relevant circumstances, considers it equitable todo so.

10.3 The issue of securities as consideration for an acquisition of any assets by the Company, or thecancellation of issued Shares purchased or acquired by the Company by way of market purchaseof such Shares undertaken by the Company on the Catalist during the period when a sharepurchase mandate granted by Shareholders (including any renewal of such mandate) is in force,shall not be regarded as a circumstance requiring adjustment under the provisions of this Rule 10,unless the Committee considers an adjustment to be appropriate, having due regard to theinterests of Shareholders and Participants.

10.4 The restriction on the number of Shares to be offered to any Grantee under Rule 5 above, shall notapply to the number of additional Shares or Options over additional Shares issued by virtue of anyadjustment to the number of Shares and/or Options pursuant to this Rule 10.

10.5 Upon any adjustment required to be made pursuant to this Rule 10, the Company shall notify eachParticipant (or his duly appointed personal representative(s)) in writing and deliver to him (or,where applicable, his duly appointed personal representative(s)) a statement setting forth the newExercise Price thereafter in effect and the class and/or number of Shares thereafter comprised inthe Option so far as unexercised. Any adjustment shall take effect upon such written notificationbeing given.

11. OPTION PERIOD

11.1 Options granted with the Exercise Price set at Market Price shall only be exercisable, in whole or inpart (provided that an Option may be exercised in part only in respect of 1,000 Shares or anymultiple thereof), at any time, by a Participant after the first anniversary of the Offer Date of thatOption, Provided Always that the Options shall be exercised before the tenth anniversary of therelevant Offer Date, or such earlier date as may be determined by the Committee, failing which allunexercised Options shall immediately lapse and become null and void and a Participant shall haveno claim against the Company.

11.2 Options granted with the Exercise Price set at a discount to Market Price shall only be exercisable,in whole or in part (provided that an Option may be exercised in part only in respect of 1,000Shares or any multiple thereof), at any time, by a Participant after the second anniversary from theOffer Date of that Option, Provided always that the Options shall be exercised before the tenthanniversary of the relevant Offer Date, or such earlier date as may be determined by theCommittee, failing which all unexercised Options shall immediately lapse and become null and voidand a Participant shall have no claim against the Company.

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11.3 An Option shall, to the extent unexercised, immediately lapse and become null and void and aParticipant shall have no claim against the Company:

(a) subject to Rules 11.4, 11.5 and 11.6, upon the Participant ceasing to be in the employmentof the Company or any of the companies within the Group for any reason whatsoever; or

(b) upon the bankruptcy of the Participant or the happening of any other event which result inhis being deprived of the legal or beneficial ownership of such Option; or

(c) in the event of misconduct on the part of the Participant, as determined by the Committee inits absolute discretion.

For the purpose of Rule 11.3(a), a Participant shall be deemed to have ceased to be so employedas of the date the notice of termination of employment is tendered by or is given to him, unlesssuch notice shall be withdrawn prior to its effective date.

11.4 If a Participant ceases to be employed by the Group by reason of his:

(a) ill health, injury or disability, in each case, as certified by a medical practitioner approved bythe Committee;

(b) redundancy;

(c) retirement at or after a normal retirement age; or

(d) retirement before that age with the consent of the Committee,

or for any other reason approved in writing by the Committee, he may, at the absolute discretion ofthe Committee exercise any unexercised Option within the relevant Option Period and upon theexpiry of such period, the Option shall immediately lapse and become null and void.

11.5 If a Participant ceases to be employed by a Subsidiary:

(a) by reason of the Subsidiary, by which he is principally employed ceasing to be a companywithin the Group or the undertaking or part of the undertaking of such Subsidiary, beingtransferred otherwise than to another company within the Group; or

(b) for any other reason, provided the Committee gives its consent in writing, he may, at theabsolute discretion of the Committee, exercise any unexercised Options within the relevantOption Period and upon the expiry of such period, the Option shall immediately lapse andbecome null and void.

11.6 If a Participant dies and at the date of his death holds any unexercised Option, such Option may, atthe absolute discretion of the Committee, be exercised by the duly appointed legal personalrepresentatives of the Participant within the relevant Option Period and upon the expiry of suchperiod, the Option shall immediately lapse and become null and void.

11.7 If a Participant, who is also an Executive Director, ceases to be a Director for any reasonwhatsoever, he may, at the absolute discretion of the Committee, exercise any unexercised Optionwithin the relevant Option Period and upon the expiry of such period, the Option shall immediatelylapse and become null and void.

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12. EXERCISE OF OPTIONS, ALLOTMENT AND LISTING OF SHARES

12.1 An Option may be exercised, in whole or in part (provided that an Option may be exercised in partonly in respect of 1,000 Shares or any multiple thereof), by a Participant giving notice in writing tothe Company in or substantially in the form set out in Schedule C (the “Exercise Notice”), subject tosuch amendments as the Committee may from time to time determine. Every Exercise Notice mustbe accompanied by a remittance for the full amount of the aggregate Exercise Price in respect ofthe Shares which have been exercised under the Option, the relevant CDP charges (if any) andany other documentation the Committee may require. All payments shall be made by cheque,cashier’s order, bank draft or postal order made out in favour of the Company. An Option shall bedeemed to be exercised upon the receipt by the Company of the abovementioned Notice dulycompleted and the receipt by the Company of the full amount of the aggregate Exercise Price inrespect of the Shares which have been exercised under the Option.

12.2 Subject to:

(a) such consents or other actions required by any competent authority under any regulations orenactments for the time being in force as may be necessary; and

(b) compliance with the Rules, the Act and the Memorandum of Association of the Company, theCompany shall, as soon as practicable after the exercise of an Option by a Participant but inany event within ten (10) Market Days after the date of the exercise of the Option inaccordance with Rule 12.1, allot the Shares in respect of which such Option has beenexercised by the Participant and within five (5) Market Days from the date of such allotment,despatch the relevant share certificates to CDP for the credit of the securities account of thatParticipant by ordinary post or such other mode of delivery as the Committee may deem fit.

12.3 The Company shall, if necessary, as soon as practicable after the exercise of an Option, apply forthe listing and quotation of the Shares which may be issued upon exercise of the Option and theShares (if any) which may be issued to the Participant pursuant to any adjustments made inaccordance with Rule 10.

12.4 Shares which are all allotted on the exercise of an Option by a Participant shall be issued, as theParticipant may elect, in the name of CDP to the credit of the securities account of the Participantmaintained with CDP or the Participant’s securities sub-account with a CDP Depository Agent.

12.5 Shares allotted and issued upon the exercise of an Option shall be subject to all provisions of theMemorandum and Articles of Association of the Company and shall rank pari passu in all respectswith the then existing issued Shares in the capital of the Company except for any dividends, rights,allotments or other distributions, the Record Date for which is prior to the date such Option isexercised.

12.6 The Company shall keep available sufficient unissued Shares to satisfy the full exercise of allOptions for the time being remaining capable of being exercised.

13. MODIFICATIONS TO THE ESOS

13.1 Any or all the provisions of the ESOS may be modified and/or altered at any time and from time totime by resolution of the Committee, except that:

(a) any modification or alteration which shall alter adversely the rights attaching to any Optiongranted prior to such modification or alteration and which in the opinion of the Committee,materially alters the rights attaching to any Option granted prior to such modification oralteration may only be made with the consent in writing of such number of Participants who,if they exercised their Options in full, would thereby become entitled to not less than three-quarters (3/4) of the total number of Shares which would fall to be allotted upon exercise infull of all outstanding Options;

(b) any modification or alteration which would be to the advantage of Participants under theESOS shall be subject to the prior approval of the Shareholders in general meeting; and

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(c) no modification or alteration shall be made without the prior approval of the Sponsor or (ifrequired) any other stock exchange on which the Shares are quoted and listed, and suchother regulatory authorities as may be necessary.

For the purposes of Rule 13.1(a), the opinion of the Committee as to whether any modification oralteration would alter adversely the rights attaching to any Option shall be final and conclusive.

13.2 Notwithstanding anything to the contrary contained in Rule 13.1, the Committee may at any time byresolution (and without other formality, save for the prior approval of the Sponsor) amend or alterthe ESOS in any way to the extent necessary to cause the ESOS to comply with any statutoryprovision or the provision or the regulations of any regulatory or other relevant authority or body.

13.3 Written notice of any modification or alteration made in accordance with this Rule 13 shall be givento all Participants.

14. DURATION OF THE ESOS

14.1 The ESOS shall continue to be in force at the discretion of the Committee, subject to a maximumperiod of ten (10) years, commencing on the date on which the ESOS is adopted by the Companyin general meeting. Subject to compliance with any applicable laws and regulations in Singapore,the ESOS may be continued beyond the above stipulated period with the approval of theShareholders by ordinary resolution at a general meeting and of any relevant authorities which maythen be required.

14.2 The ESOS may be terminated at any time by the Committee or by ordinary resolution of theShareholders at a general meeting subject to all other relevant approvals which may be requiredand if the ESOS is so terminated, no further Options shall be offered by the Company hereunder.

14.3 The termination, discontinuance or expiry of the ESOS shall be without prejudice to the rightsaccrued to Options which have been granted and accepted as provided in Rule 8, whether suchOptions have been exercised (whether fully or partially) or not.

15. TAKE-OVER AND WINDING UP OF THE COMPANY

15.1 In the event of a take-over offer being made for the Company, Participants (including Participantsholding Options which are then not exercisable pursuant to the provisions of Rules 11.1 and 11.2)holding Options as yet unexercised shall, notwithstanding Rules 11 and 12 but subject to Rule15.5, be entitled to exercise such Options in full or in part during the period commencing on thedate on which such offer is made or, if such offer is conditional, the date on which the offerbecomes or is declared unconditional, as the case may be, and ending on the earlier of:

(a) the expiry of six (6) months thereafter, unless prior to the expiry of such six (6) month period,at the recommendation of the offeror and with the approvals of the Committee and theSponsor, such expiry date is extended to a later date (being a date falling not later than thedate of expiry of the Option Period relating thereto); or

(b) the date of the expiry of the Option Period relating thereto,

whereupon any Option then remaining unexercised shall immediately lapse and become null andvoid.

Provided always that if during such period the offeror becomes entitled or bound to exercise therights of compulsory acquisition of the Shares under the provisions of the Act and, being entitled todo so, gives notice to the Participants that it intends to exercise such rights on a specified date, theOption shall remain exercisable by the Participants until such specified date or the expiry of theOption Period relating thereto, whichever is earlier. Any Option not so exercised by the saidspecified date shall lapse and become null and void.

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Provided that the rights of acquisition or obligation to acquire stated in the notice shall have beenexercised or performed, as the case may be. If such rights of acquisition or obligations have notbeen exercised or performed, all Options shall, subject to Rule 11.3, remain exercisable until theexpiry of the Option Period.

15.2 If, under any applicable laws, the court sanctions a compromise or arrangement proposed for thepurposes of, or in connection with, a scheme for the reconstruction of the Company or itsamalgamation with another corporation or corporations, Participants (including Participants holdingOptions which are then not exercisable pursuant to the provisions of Rule 11.1 and 11.2) shallnotwithstanding Rules 11 and 12 but subject to Rule 15.5, be entitled to exercise any Option thenheld by them during the period commencing on the date upon which the compromise orarrangement is sanctioned by the court and ending either on the expiry of sixty (60) days thereafteror the date upon which the compromise or arrangement becomes effective, whichever is later (butnot after the expiry of the Option Period relating thereto), whereupon any unexercised Option shalllapse and become null and void, Provided always that the date of exercise of any Option shall bebefore the expiry of the relevant Option Period.

15.3 If an order or an effective resolution is passed for the winding up of the Company on the basis ofits insolvency, all Options, to the extent unexercised, shall lapse and become null and void.

15.4 In the event a notice is given by the Company to its members to convene a general meeting for thepurposes of considering and, if thought fit, approving a resolution to voluntarily wind-up theCompany, the Company shall on the same date as or soon after it despatches such notice to eachmember of the Company give notice thereof to all Participants (together with a notice of theexistence of the provision of this Rule 15.4) and thereupon, each Participant (or his personalrepresentative) shall be entitled to exercise all or any of his Options at any time not later than twobusiness days prior to the proposed general meeting of the Company by giving notice in writing tothe Company, accompanied by a remittance for the full amount of the aggregate Exercise Price forthe shares in respect of which the notice is given whereupon the Company shall as soon aspossible and in any event, no later than the business day immediately prior to the date of theproposed general meeting referred to above, allot the relevant Shares to the Participant credited asfully paid.

15.5 If in connection with the making of a general offer referred to in Rule 15.1 above or the schemereferred to in Rule 15.2 above or the winding up referred to in Rule 15.4 above, arrangements aremade (which are confirmed in writing by the Auditors, acting only as experts and not as arbitrators,to be fair and reasonable) for the compensation of Participants, whether by the continuation of theirOptions or the payment of cash or the grant of other options or otherwise, a Participant holding anOption, which is not then exercisable, may not, at the discretion of the Committee, be permitted toexercise that Option as provided for in this Rule 15.

15.6 If the events stipulated in this Rule 15 should occur, to the extent that an Option is not exercisedwithin the respective periods referred to herein in this Rule 15, it shall lapse and become null andvoid.

16. ADMINISTRATION OF THE ESOS

16.1 The ESOS shall be administered by the Committee in its absolute discretion with such powers andduties as are conferred upon it by the Board.

16.2 The Committee shall have the power, from time to time, to make or vary such regulations (notbeing inconsistent with the ESOS) as it may consider necessary, desirable or expedient for it toadminister and give effect to the ESOS.

16.3 Any decision of the Committee, made pursuant to any Rule of the ESOS (other than a matter to becertified by the Auditors), shall be final and binding (including any decisions pertaining to disputesas to the interpretation of the Rules of the ESOS or any rule, regulation or procedure thereunder oras to any rights under the ESOS).

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16.4 A Director who is a member of the Committee shall not be involved in its deliberation in respect ofOptions to be granted to him.

17. NOTICES

17.1 Any notice given by a Participant to the Company shall be sent by post or delivered to theregistered office of the Company or such other address as may be notified by the Company to theParticipant in writing.

17.2 Any notice or documents given by the Company to a Participant shall be sent to the Participant byhand or sent to him at his home address stated in the records of the Company or the last knownaddress of the Participant, and if sent by post shall be deemed to have been given on the dayimmediately following the date of posting.

18. TERMS OF EMPLOYMENT UNAFFECTED

18.1 The ESOS or any Option shall not form part of any contract of employment between the Companyor any Subsidiary (as the case may be) and any Participant and the rights and obligations of anyindividual under the terms of the office or employment with such company within the Group shallnot be affected by his participation in the ESOS or any right which he may have to participate in itor any Option which he may hold and the ESOS or any Option shall afford such an individual noadditional rights to compensation or damages in consequence of the termination of such office oremployment for any reason whatsoever.

18.2 The ESOS shall not confer on any person any legal or equitable rights (other than thoseconstituting the Options themselves) against the Company and/or any Subsidiary directly orindirectly or give rise to any cause of action at law or in equity against the Company or anySubsidiary.

19. TAXES

All taxes (including income tax) arising from the exercise of any Option granted to any Participantunder the ESOS shall be borne by that Participant.

20. COSTS AND EXPENSES OF THE ESOS

20.1 Each Participant shall be responsible for all fees of CDP relating to or in connection with the issueand allotment of any Shares pursuant to the exercise of any Option in CDP’s name, the deposit ofshare certificate(s) with CDP, the Participant’s securities account with CDP or the Participant’ssecurities sub-account with a Depository Agent or CPF investment account with a CPF agent bankand all taxes referred to in Rule 19 which shall be payable by the relevant Participant.

20.2 Save for such costs and expenses expressly provided in the Rules to be payable by theParticipants, all fees, costs and expenses incurred by the Company in relation to the ESOSincluding but not limited to the fees, costs and expenses relating to the allotment and issue ofShares pursuant to the exercise of any Option shall be borne by the Company.

21. CONDITION OF OPTION

Every Option shall be subject to the condition that no Shares shall be issued pursuant to theexercise of an Option if such issue would be contrary to any law or enactment, or any rules orregulations of any legislative or non-legislative governing body for the time being in force inSingapore or any other relevant country.

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22. DISCLAIMER OF LIABILITY

Notwithstanding any provisions herein contained and subject to the Act, the Board, the Committeeand the Company shall not under any circumstances be held liable for any costs, losses, expensesand damages whatsoever and howsoever arising in respect of any matter under or in connectionwith the ESOS, including but not limited to the Company’s delay in allotting and issuing the Sharesor in applying for or procuring the listing of the Shares on the Catalist (or any other relevant stockexchange).

23. DISCLOSURE IN ANNUAL REPORT

The Company shall make the following disclosure in its annual report:

(a) The names of the members of the Committee;

(b) The information required in the table below for the following Participants (which for theavoidance of doubt, shall include Participants who have exercised all their Options in anyparticular financial year):

(i) participants who are Directors of the Company; and

(ii) participants who are controlling shareholders of the Company and their associates;and

(iii) participants, other than those in (i) and (ii) above, who receive 5% or more of the totalnumber of options available under the scheme;

Aggregate Aggregate Options granted Options exercised

since since AggregateOptions granted commencement commencement Options during financial of the ESOS to of the ESOS to outstanding as at

year under end of financial end of financial end of financialName of review (including year under year under year under

Participant terms) review review review

(c) In respect of options granted to directors and employees of the parent company and itssubsidiaries:

(i) the names of and number and terms of options granted to each director or employeeof the parent company and its subsidiaries who receives 5% or more of the totalnumber of options available to all directors and employees of the parent company andits subsidiaries under the scheme, during the financial year under review; and

(ii) the aggregate number of options granted to the directors and employees of the parentcompany and its subsidiaries for the financial year under review, and since thecommencement of the scheme to the end of the financial year under review.

(d) The number and proportion of Options granted at the following discounts to average marketvalue of the Shares in the financial year under review:

(i) Options granted at up to 10% discount; and

(ii) Options granted at between 10% but not more than 20% discount.

Provided that if any of the above requirements is not applicable, an appropriate negative statementmust be included.

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24. ABSTENTION FROM VOTING

Shareholders who are eligible to participate in the ESOS shall abstain from voting on anyShareholders’ resolution relating to the ESOS.

25. DISPUTES

Any disputes or differences of any nature arising hereunder shall be referred to the Committee andits decision shall be final and binding in all respects.

26. GOVERNING LAW

The ESOS shall be governed by, and construed in accordance with, the laws of the Republic ofSingapore. The Participants, by accepting Options in accordance with the ESOS, and the Companysubmit to the exclusive jurisdiction of the courts of the Republic of Singapore.

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Schedule A


LETTER OF OFFER

Serial No:

Date:

To: [Name][Designation][Address]

Private and Confidential

Dear Sir/Madam,

1. We have the pleasure of informing you that, pursuant to the Jason Employee Share OptionScheme (the “ESOS”), you have been nominated to participate in the ESOS by the Committee (the“Committee”) appointed by the Board of Directors of Jason Marine Group Limited (the “Company”)to administer the ESOS. Terms as defined in the Rules of the ESOS shall have the same meaningwhen used in this letter.

2. Accordingly, in consideration of the payment of a sum of S$1.00, an offer is hereby made to grantyou an option (the “Option”), to subscribe for and be allotted Shares at the price ofS$ per Share.

3. The Option is personal, to you and shall not be transferred, charged, pledged, assigned orotherwise disposed of by you, in whole or in part, except with the prior approval of the Committee.

4. The Option shall be subject to the terms of the ESOS, a copy of which is available for inspection atthe business address of the Company.

5. If you wish to accept the offer of the Option on the terms of this letter, please sign and return theenclosed Acceptance Form with a sum of S$1.00 not later than 5.00 p.m. on ,failing which this offer will lapse.

Yours faithfully,For and on behalf ofJason Marine Group Limited

Name:Designation:

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Schedule B


ACCEPTANCE FORM

Serial No:

Date:

To: The Committee,Jason Employee Share Option SchemeJason Marine Group Limited194 Pandan Loop#06-05 Pantech Business HubSingapore 128383

Closing Date for Acceptance of Offer :

Number of Shares Offered :

Exercise Price for each Share : S$

Total Amount Payable : S$

I have read your Letter of Offer dated and agree to be bound by the terms of the Letterof Offer and ESOS referred to therein. Terms defined in your Letter of Offer shall have the samemeanings when used in this Acceptance Form.

I hereby accept the Option to subscribe for Shares at S$ per Share. Ienclose cash for S$1.00 in payment for the purchase of the Option/I authorise my employer to deduct thesum of S$1.00 from my salary in payment for the purchase of the Option.

I understand that I am not obliged to exercise the Option.

I confirm that my acceptance of the Option will not result in the contravention of any applicable law orregulation in relation to the ownership of shares in the Company or options to subscribe for such shares.

I further acknowledge and confirm that you have not made any representation to induce me to accept theoffer in respect of the said Option and that the terms of the Letter of Offer and this Acceptance Formconstitute the entire agreement between us relating to the offer.

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Please print in block letters

Name in full :

Designation :

Address :

Nationality :

*NRIC/Passport No. :

Signature :

Date :

Note:

* Delete where inapplicable

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Schedule C


EXERCISE NOTICE

Total number of ordinary shares (the “Shares”) offered at S$ per Share (the “Exercise Price”) under the ESOS on

(Date of Grant) :

Number of Shares previously allotted thereunder :

Outstanding balance of Shares to be allotted thereunder :

Number of Shares now to be subscribed :

To: The Committee,Jason Marine Group Limited194 Pandan Loop#06-05 Pantech Business HubSingapore 128383

1. Pursuant to your Letter of Offer dated and my acceptance thereof, I herebyexercise the Option to subscribe for Shares in Jason Marine Group Limited (the“Company”) at S$ per Share.

2. I enclose a *cheque/cashiers order/banker’s draft/postal order no. forS$ by way of subscription for the total number of the said Shares.

3. I agree to subscribe for the said Shares subject to the terms of the Letter of Offer, the JasonEmployee Share Option Scheme and the Memorandum and Articles of Association of theCompany.

4. I declare that I am subscribing for the said Shares for myself and not as a nominee for any otherperson.

5. I request the Company to allot and issue the Shares in the name of The Central Depository (Pte)Limited (“CDP”) for credit of my *securities account with CDP/Sub-Account with the DepositoryAgent/CPF investment account with my Agent Bank specified below and I hereby agree to bearsuch fees or other charges as may be imposed by CDP in respect thereof.

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Please print in block letters

Name in full :

Designation :

Address :

Nationality :

*NRIC/Passport No :

*Direct Securities Account No. :

OR

*Sub Account No. :

Name of Depository Agent :

OR

*CPF Investment Account No. :

Name of Agent Bank :

Signature :

Date :

Note:

* Delete where inapplicable

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APPENDIX E

TAXATION

The following is a discussion of certain tax matters relating to Singapore income tax, capital gains tax,stamp duty and estate duty consequences in relation to the purchase, ownership and disposal of ourShares. The discussion is limited to a general description of certain tax consequences in Singapore withrespect to ownership of our Shares by Singapore investors, and does not purport to be a comprehensivenor exhaustive description of all of the tax considerations that may be relevant to a decision to purchaseour Shares. The laws, regulations and interpretations, however, may change at any time, and any changecould be retroactive to the date of issuance of our Shares. These laws and regulations are also subject tovarious interpretations and the relevant tax authorities or the courts of Singapore could later disagree withthe explanations or conclusions set out below.

You, as a prospective subscriber of our Shares should consult your tax advisers concerning thetax consequences of owning and disposing our Shares. Neither our Company, our Directors norany other persons involved in this Invitation accepts responsibility for any tax effects or liabilitiesresulting from the subscription, purchase, holding or disposal of our Shares.

INCOME TAX

General

Singapore resident taxpayers are subject to Singapore income tax on income accruing in or derived fromSingapore and on foreign income received or deemed received in Singapore. However, foreign income inthe form of branch profits, dividends and service income (“specified foreign income”) received or deemedreceived in Singapore on or after 1 June 2003 by a resident taxpayer are exempted from tax in Singaporeprovided the following conditions are met:

(a) such income is subject to tax of a similar character to income tax under the law of the jurisdictionfrom which such income is received;

(b) at the time the income is received in Singapore, the highest rate of tax of a similar character toincome tax in the jurisdiction from which the income is received is at least 15%; and

(c) the Singapore Comptroller of Income Tax is satisfied that the tax exemption would be beneficial tothe recipient of the foreign income.

As a concession, the “subject to tax condition” in (a) above would, with effect from 30 July 2004, beconsidered met for specified foreign income which are exempt from tax in the foreign jurisdiction fromwhich the specified foreign income is received if the exemption is due to a tax incentive granted by theforeign jurisdiction for carrying out substantive business activities in that jurisdiction. Generally,substantive business activities refer to business activities that are carried out through staff with certainexpertise and actual expenditure is incurred to carry out the activities. In addition, all foreign-sourcedpersonal income received or deemed received in Singapore by a Singapore tax resident individual(except where such income is received through a partnership in Singapore) on or after 1 January 2004will be exempt from tax in Singapore if the Singapore Comptroller of Income Tax is satisfied that the taxexemption would be beneficial to the individual. Certain investment income derived from Singaporesources by individuals on or after 1 January 2004 will also be exempt from tax.

Non-Singapore tax-resident corporate taxpayers are subject to Singapore income tax on income accruingin or derived from Singapore, and on foreign income received or deemed received in Singapore, subjectto certain exceptions. Non-Singapore tax-resident individual taxpayers, subject to certain exceptions, aresubject to Singapore income tax only on income accruing in or derived from Singapore. A company is

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regarded as a tax resident in Singapore if the control and management of its business is exercised inSingapore. An individual is regarded as a tax resident in Singapore in a year of assessment if, in thepreceding calendar year, he was physically present in Singapore or exercised an employment inSingapore (other than as a director of a company) for 183 days or more, or if he ordinarily resides inSingapore.

Rates of Tax

The corporate tax rate in Singapore is 18% with effect from year of assessment 2008 (i.e. financial yearended 2007) and this rate has been reduced to 17% with effect from year of assessment 2010 (i.e.financial year ended 2009). In addition, 75% of up to the first S$10,000 of a company’s normalchargeable income, and 50% of up to the next S$290,000 is exempt from corporate tax. The remainingchargeable income (after the partial tax exemption) will be taxed at 17%. In addition, for newlyincorporated companies, subject to meeting certain conditions, the first S$100,000 and one-half of up tothe next S$200,000 of their normal chargeable income excluding Singapore dividends will be eligible fortax exemption. The full tax exemption will apply to the first three qualifying consecutive years ofassessment falling in or other year of assessment 2008. In the 2008 Budget, it was announced that start-up tax exemption scheme will be liberalised with effect from year of assessment 2009. The abovefull/partial tax exemption will not apply to Singapore dividends received by companies.

Singapore tax-resident individuals are subject to tax based on progressive rates, currently ranging from0% to 20% (from year of assessment 2003 to 2009).

Non-Singapore resident individuals are generally subject to tax at a rate equivalent to the prevailingcorporate tax rate except that Singapore employment income is tax at a flat rate of 15% or at residentrate, whichever yield a higher tax.

Dividend Distributions

One Tier Corporate Taxation System (“One-Tier System”)

The previous Imputation System was replaced by a One Tier Corporate Taxation System (One-TierSystem”) on 1 January 2003. Under the One-Tier System, the tax paid by a company is a final tax andthe after-tax profits of the company can be distributed to shareholders as Tax Exempt (One-Tier)dividends.

Withholding Taxes

There is no withholding tax on non-Singapore tax resident Shareholders. Our Company has opted tomove to the one-tier corporate tax system on 12 March 2003. Therefore, our Company is on the one-tiercorporate tax system and can only declare tax exempt (one-tier) dividends to our Shareholders inSingapore.

CAPITAL GAINS TAX

There is no tax on capital gains in Singapore.

Thus any gains derived from the disposal of our Shares acquired for long-term investment will not betaxable in Singapore.

On the other hand, where the taxpayer is deemed by the IRAS to be carrying on a trade or business ofdealing in shares in Singapore, gains from disposal of shares are of an income nature (rather than capitalgains) and thus subject to Singapore income tax.

However, there are no specific laws or regulations which deal with the characterisation of capital gains,and hence, gains may be construed to be of an income nature and subject to tax especially if they arisefrom activities which the IRAS regards as the carrying on of a trade in Singapore.

Any profits from the disposal of our Shares are not taxable in Singapore unless the seller is regarded ashaving derived gains of an income nature, in which case, the disposal profit would be taxable.

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BONUS SHARES

Any bonus shares received by our Shareholders are not taxable.

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 onthe instrument of transfer of the Shares at the rate of S$2.00 for every S$1,000 or any part thereof of theconsideration for, or market value of the Shares, whichever is higher. The purchaser is liable for stampduty, unless otherwise agreed.

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 oftransfer is executed outside Singapore. However, stamp duty may be payable if the instrument of transferwhich is executed outside Singapore is subsequently received in Singapore. Stamp duty is also notapplicable to electronic transfers of Shares through the central depository system.

ESTATE DUTY

Singapore estate duty will be removed for death occurring on or after 15 February 2008.

GOODS AND SERVICES TAX (“GST”)

General

The sale of shares is considered a supply of services for Singapore GST purposes. Generally, a supply ofservices made by a GST-registered person is subject to GST at the current standard rate of 7% unlessthe services can qualify for zero-rating (that is, charge GST at 0%) under Section 21(3) of the GST Act(Cap 117A), or can qualify for exemption under the Fourth Schedule to the GST Act. GST incurred onpurchases by a person not registered for GST in Singapore will represent an additional cost as he will notbe able to recover the GST charged.

Acquisition of Shares

No GST is payable on the purchase of shares except for (possible) GST payable on other incidentalcharges, such as brokerage mentioned below.

Sale of Shares

The sale of shares by a GST-registered investor in the course of or furtherance of a business carried onby him through the SGX-ST or to another person belonging in Singapore can qualify for exemption underthe Fourth Schedule to the GST Act. In other words, no GST is chargeable on the sales. However, any(possible) input tax incurred in making wholly exempt supplies will not be recoverable by the GST-registered person. This is not applicable if the investor is a bank operating in Singapore. The bank willrecover the input tax based on a fixed rate prescribed by the IRAS.

If the sale of shares by a GST-registered investor is made to another person belonging outsideSingapore, and that person is outside Singapore at the time the sale is executed, the sale would qualifyfor zero-rating under Section 21(3)(j) of the GST Act. In other words, GST is chargeable at 0% on thesales. Any (possible) input GST which is incurred by the GST-registered investor in making wholly zero-rated supplies is fully recoverable from the IRAS. This is not applicable if the investor is a bank operatingin Singapore. The bank will recover the input tax based on a fixed rate prescribed by the IRAS.

Other Incidental Charges

Brokerage, handling and clearing fees in connection with the sale or acquisition of shares charged by aGST-registered person (such as broker) to an investor belonging to Singapore is subject to GST at thecurrent rate of 7%. Similar services rendered to an investor belonging outside Singapore should qualifyfor zero-rating if the investor is outside Singapore when the services are performed and the servicesprovided do not directly benefit any Singapore persons.

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APPENDIX F

TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE

You are invited to apply and subscribe for the New Shares at the Issue Price for each New Share subjectto the following terms and conditions:

1. YOUR APPLICATION MUST BE MADE IN LOTS OF 1,000 NEW SHARES OR INTEGRALMULTIPLES THEREOF. YOUR APPLICATION FOR ANY OTHER NUMBER OF SHARES WILLBE REJECTED.

2. Your application for Offer Shares may be made by way of printed Offer Shares Application Formsor by way of Electronic Applications through ATMs belonging to the Participating Banks (“ATMElectronic Applications”) or through Internet Banking (“IB”) websites of the relevant ParticipatingBanks (“Internet Electronic Applications”, which together with ATM Electronic Applications, shall bereferred to as “Electronic Applications”).

Your application for the Placement Shares may only be made by way of printed Placement SharesApplication Forms.

YOU MAY NOT USE CPF FUNDS TO APPLY FOR THE NEW SHARES.

3. You (not being an approved nominee company) are allowed to submit only one applicationin your own name for the Offer Shares or the Placement Shares. If you submit an applicationfor Offer Shares by way of an Application Form, you MAY NOT submit another applicationfor Offer Shares by way of an Electronic Application and vice versa. Such separateapplications shall be deemed to be multiple applications and may be rejected at thediscretion of our Company, the Sponsor, the Underwriter and the Placement Agent.

If you submit an application for Offer Shares by way of an ATM Electronic Application, youMAY NOT submit another application for Offer Shares by way of an Internet ElectronicApplication and vice versa. Such separate applications shall be deemed to be multipleapplications and may be rejected at the discretion of our Company, the Sponsor, theUnderwriter and the Placement Agent.

If you, being other than an approved nominee company, have submitted an application forOffer Shares in your own name, you should not submit any other application for OfferShares, whether by way of an Application Form or by way of an Electronic Application, forany other person. Such separate applications shall be deemed to be multiple applicationsand may be rejected at the discretion of our Company, the Sponsor, the Underwriter and thePlacement Agent.

If you have made an application for Placement Shares by way of an Application Form, youshould not make any application for Offer Shares either by way of an Application Form orby way of an Electronic Application and vice versa. Such separate applications shall bedeemed to be multiple applications and may be rejected at the discretion of our Company,the Sponsor, the Underwriter and the Placement Agent.

Conversely, if you have made an application for Offer Shares either by way of an ElectronicApplication or by way of an Application Form, you may not make any application forPlacement Shares. Such separate applications shall be deemed to be a multiple applicationsand may be rejected at the discretion of our Company, the Sponsor and the Underwriter andthe Placement Agent.

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Joint and multiple applications for the New Shares shall be rejected. If you submit orprocure submissions of multiple share applications for Offer Shares, Placement Shares orboth Offer Shares and Placement Shares, you may be deemed to have committed an offenceunder the Penal Code, Chapter 224 of Singapore and the SFA, and your applications may bereferred to the relevant authorities for investigation. Multiple applications or those appearingto be or suspected of being multiple applications may be rejected at the discretion of ourCompany, the Sponsor and the Underwriter and the Placement Agent.

4. We will not accept applications from any person under the age of 21 years, undischargedbankrupts, sole-proprietorships, partnerships, or non-corporate bodies, joint Securities Accountholders of CDP and from applicants whose addresses (as furnished in their Application Forms or,in the case of Electronic Applications, contained in the records of the relevant Participating Banks,as the case may be) bear post office box numbers. No person acting or purporting to act on behalfof a deceased person is allowed to apply under the Securities Account with CDP in the deceased’sname at the time of application.

5. We will not recognise the existence of a trust. Any application by a trustee or trustees musttherefore be made in his/her/their own name(s) and without qualification or, where the application ismade by way of an Application Form by a nominee, in the name(s) of an approved nomineecompany or companies after complying with paragraph 6 below.

6. WE WILL NOT ACCEPT APPLICATIONS FROM NOMINEES EXCEPT THOSE MADE BYAPPROVED NOMINEE COMPANIES ONLY. Approved nominee companies are defined as banks,merchant banks, finance companies, insurance companies, licensed securities dealers inSingapore and nominee companies controlled by them. Applications made by persons acting asnominees other than approved nominee companies shall be rejected.

7. IF YOU ARE NOT AN APPROVED NOMINEE COMPANY, YOU MUST MAINTAIN A SECURITIESACCOUNT WITH CDP IN YOUR OWN NAME AT THE TIME OF YOUR APPLICATION. If you donot have an existing Securities Account with CDP in your own name at the time of your application,your application will be rejected (if you apply by way of an Application Form), or you will not be ableto complete your Electronic Application (if you apply by way of an Electronic Application). If youhave an existing Securities Account with CDP but fail to provide your Securities Account number orprovide an incorrect Securities Account number in Section B of the Application Form or in yourElectronic Application, as the case may be, your application is liable to be rejected. Subject toparagraph 8 below, your application shall be rejected if your particulars such as name,NRIC/passport number, nationality and permanent residence status provided in your ApplicationForm or in the case of an Electronic Application, contained in records of the relevant ParticipatingBank at the time of your Electronic Application, as the case may be, differ from those particulars inyour Securities Account as maintained with CDP. If you possess more than one individual directSecurities Account with CDP, your application shall be rejected.

8. If your address as stated in the Application Form or, in the case of an ElectronicApplication, contained in the records of the relevant Participating Bank, as the case may be,is different from the address registered with CDP, you must inform CDP of your updatedaddress promptly, failing which the notification letter on successful allotment and othercorrespondence from CDP will be sent to your address last registered with CDP.

9. Our Company reserves the right to reject any application which does not conform strictly tothe instructions set out in the Application Form and in this Offer Document or which doesnot comply with the instructions for Electronic Applications or with the terms andconditions of this Offer Document or, in the case of an application by way of an ApplicationForm, which is illegible, incomplete, incorrectly completed or which is accompanied by animproperly drawn remittance or improper form of remittance. Our Company further reservesthe right to treat as valid any applications not completed or submitted or effected in allrespects in accordance with the instructions set out in the Application Forms or theinstructions for Electronic Applications or the terms and conditions of this Offer Document,and also to present for payment or other processes all remittances at any time after receiptand to have full access to all information relating to, or deriving from, such remittances orthe processing thereof.

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10. Our Company reserves the right to reject or to accept, in whole or in part, or to scale down or toballot any application, without assigning any reason therefor, and no enquiry and/orcorrespondence on the decision of our Company with regards hereto will be entertained. This rightapplies to applications made by way of Application Forms and by way of Electronic Applications. Indeciding the basis of allotment, which shall be at our discretion, due consideration will be given tothe desirability of allotting the New Shares to a reasonable number of applicants with a view toestablishing an adequate market for the Shares.

11. Share certificates will be registered in the name of CDP or its nominee and will be forwarded onlyto CDP. It is expected that CDP will send to you, at your own risk, within 15 Market Days after theclose of the Application List, a statement of account stating that your Securities Account has beencredited with the number of New Shares allotted to you, if your application is successful. This willbe the only acknowledgement of application monies received and is not an acknowledgement byour Company. You irrevocably authorise CDP to complete and sign on your behalf, as transferee orrenouncee, any instrument of transfer and/or other documents required for the issue or transfer ofthe New Shares allotted to you. This authorisation applies to applications made by way ofApplication Forms and by way of Electronic Applications.

You hereby consent to the disclosure of your name, NRIC/passport number, address, nationality,permanent residency status, CDP Securities Account number, CPF Investment Account number (ifapplicable) and shares application amount from your account with the relevant Participating Bankto the Share Registrar, SCCS, SGX-ST, CDP, CPF, our Company, the Sponsor, the Underwriter andthe Placement Agent.

12. In the event that our Company lodges a supplementary or replacement Offer Document (“RelevantDocument”) pursuant to the SFA or any applicable legislation in force from time to time prior to theclose of the Invitation, and the New Shares have not been issued, we will (as required by law) atour Company’s sole and absolute discretion either:

(a) within seven days of the lodgement of the Relevant Document give you a copy of theRelevant Document and provide you with an option to withdraw; or

(b) deem your application as withdrawn and cancelled and refund your application monies(without interest or any share of revenue or other benefit arising therefrom) to you within 7days from the lodgement of the Relevant Document.

Where you have notified us within 14 days from the date of lodgement of the Relevant Documentof your wish to exercise your option under paragraph 12(a) above to withdraw your application, weshall pay to you all monies paid by you on account of your application for the New Shares withoutinterest or any share of revenue or other benefit arising therefrom and at your own risk, withinseven days from the receipt of such notification.

In the event that at any time at the time of the lodgement of the Relevant Document, the NewShares have already been issued but trading has not commenced, we will (as required by law)either:

(c) within seven days from the lodgement of the Relevant Document give you a copy of theRelevant Document and provide you with an option to return the New Shares; or

(d) deem the issue as void and refund your payment for the New Shares (without interest or anyshare of revenue or other benefit arising therefrom) to you within seven days from thelodgement of the Relevant Document.

Any applicant who wishes to exercise his option under paragraph 12(c) above to return the NewShares issued 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 NewShares, whereupon we shall, within seven days from the receipt of such notification anddocuments, pay to him all monies paid by him for the New Shares without interest or any share ofrevenue or other benefit arising therefrom and at his own risk, and the New Shares issued to himshall be void.

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Additional terms and instructions applicable upon the lodgement of the supplementary orreplacement Offer Document, including instructions on how you can exercise the option towithdraw, may be found in such supplementary or replacement Offer Document.

13. In the event of an under-subscription for Offer Shares as at the close of the Application List, thatnumber of Offer Shares under-subscribed shall be made available to satisfy applications for thePlacement Shares to the extent that there is an over-subscription for Placement Shares as at theclose of the Application List.

In the event of an under-subscription for Placement Shares as at the close of the Application List,that number of Placement Shares under-subscribed shall be made available to satisfy applicationsfor Offer Shares to the extent that there is an over-subscription for Offer Shares as at the close ofthe Application List.

In the event of an over-subscription for Offer Shares as at the close of the Application List andPlacement Shares are fully subscribed or over-subscribed as at the close of the Application List,the successful applications for Offer Shares will be determined by ballot or otherwise asdetermined by our Directors after consultation with the Sponsor and the Underwriter and thePlacement Agent and approved by the SGX-ST.

In all the above instances, the basis of allotment of the New Shares as may be decided by ourDirectors in ensuring a reasonable spread of shareholders of our Company, shall be made public,as soon as practicable, via an announcement through the SGX-ST and through an advertisementin a local newspaper.

14. You irrevocably authorise CDP to disclose the outcome of your application, including the number ofNew Shares allotted to you pursuant to your application, to us, the Sponsor, the Underwriter, thePlacement Agent and any other parties so authorised by the foregoing persons.

15. Any reference to “you” or the “applicant” in this section shall include an individual, a corporation, anapproved nominee and trustee applying for the Offer Shares by way of an Application Form or byway of an Electronic Application and a person applying for the Placement Shares through thePlacement Agent.

16. By completing and delivering an Application Form or by making and completing an ElectronicApplication by (in the case of an ATM Electronic Application) pressing the “Enter” or “OK” or“Confirm” or “Yes” or any other relevant key on the ATM (as the case may be) or by (in the case ofan Internet Electronic Application) clicking “Submit” or “Continue” or “Yes” or “Confirm” or any otherrelevant button on the IB website screen of the relevant Participating Banks (as the case may be)in accordance with the provisions of this Offer Document, you:

(a) irrevocably offer, agree and undertake to subscribe for the number of New Shares specifiedin your application (or such smaller number for which the application is accepted) at theIssue Price for each New Share and agree that you will accept such New Shares as may beallotted to you, in each case on the terms of, and subject to the conditions set out in thisOffer Document and the Memorandum and Articles of Association of our Company forapplication;

(b) agree that, in the event of any inconsistency between the terms and conditions forapplication set out in this Offer Document and those set out in the IB websites or ATMs ofthe relevant Participating Banks, the terms and conditions set out in this Offer Documentshall prevail;

(c) agree that the aggregate Issue Price for the New Shares applied for is due and payable tothe Company upon application;

(d) warrant the truth and accuracy of the information contained, and representations anddeclarations made, in your application, and acknowledge and agree that such information,representations and declarations will be relied on by our Company in determining whether toaccept your application and/or whether to allot any New Shares to you; and

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(e) agree and warrant that, if the laws of any jurisdictions outside Singapore are applicable toyour application, you have complied with all such laws and none of our Company, theSponsor, the Underwriter, the Placement Agent will infringe any such laws as a result of theacceptance of your application.

17. Our acceptance of applications will be conditional upon, inter alia, our Company being satisfiedthat:

(a) permission has been granted by the SGX-ST to deal in and for quotation for all our existingShares and the New Shares on a “when-issued” basis on the Catalist;

(b) the Management Agreement and the Underwriting and Placement Agreement referred to inthe section entitled “Plan of Distribution” of this Offer Document have become unconditionaland have not been terminated or cancelled prior to such date as our Company maydetermine; and

(c) the SGX-ST, acting as an agent on behalf of the Authority, has not served a stop order(“Stop order”) which directs that no or no further shares to which this Offer Document relatesbe allotted.

18. In the event that a Stop order in respect of the New Shares is served by the SGX-ST, acting as anagent on behalf of the Authority, and

(a) in the case where the New Shares have not been issued, all applications shall be deemed tohave been withdrawn and cancelled and our Company shall refund (at your own risk) allmonies paid on account of your application of the New Shares (without interest or any shareof revenue or other benefit arising therefrom) to you within 14 days of the date of the Stoporder; or

(b) in the case where the New Shares have already been issued, the issue of the New Sharesshall be deemed to be void and our Company shall, within 14 days from the date of the Stoporder, refund (at your own risk) all monies paid on account of your application for the NewShares (without interest or any share of revenue or other benefit arising therefrom).

This shall not apply where only an interim Stop order has been served.

19. In the event that an interim Stop order in respect of the New Shares is served by the SGX-ST,acting as an agent on behalf of the Authority, no New Shares shall be issued, to during the timewhen the interim Stop order is in force.

20. The SGX-ST, acting as an agent on behalf of the Authority, is not able to serve a Stop order inrespect of the New Shares if the New Shares have been issued, listed for quotation on a securitiesexchange and trading in the New Shares has commenced.

21. In the event of any changes in the closure of the Application List or the time period during whichthe Invitation is open, we will publicly announce the same through a SGXNET announcement to beposted on the Internet at the SGX-ST website at http://www.sgx.com and through a paidadvertisement in a local newspaper.

22. We will not hold any application in reserve.

23. We will not allot Shares on the basis of this Offer Document later than six months after the date ofregistration of this Offer Document by the SGX-ST.

24. Additional terms and conditions for applications by way of Application Forms are set out on pagesF-6 to F-9 of this Offer Document.

25. Additional terms and conditions for applications by way of Electronic Applications are set out onpages F-9 to F-18 of this Offer Document.

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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 ofthis Offer Document including but not limited to the terms and conditions appearing below as well asthose set out under the section entitled “Terms, Conditions and Procedures for Application andAcceptance” of this Offer Document, as well as the Memorandum and Articles of Association of ourCompany.

1. Your application for the Offer Shares must be made using the WHITE Application Forms andWHITE official envelopes “A” and “B” for Offer Shares, the BLUE Application Forms and BLUEofficial envelopes for Placement Shares, accompanying and forming part of this Offer Document.

We draw your attention to the detailed instructions contained in the respective Application Formsand this Offer Document for the completion of the Application Forms which must be carefullyfollowed. Our Company reserves the right to reject applications which do not conformstrictly to the instructions set out in the Application Forms and this Offer Document or tothe terms and conditions of this Offer Document or which are illegible, incomplete,incorrectly completed or which are accompanied by improperly drawn remittances orimproper form of remittance.

2. Your Application Forms must be completed in English. Please type or write clearly in ink usingBLOCK 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 spacethat is not applicable.

4. Individuals, corporations, approved nominee companies and trustees must give their names in full.If you are an individual, you must make your application using your full names as it appears in youridentity cards (if you have such an identification document) or in your passports and, in the case ofa corporation, in your full name as registered with a competent authority. If you are a non-individual, you must complete the Application Form under the hand of an official who must statethe name and capacity in which he signs the Application Form. If you are a corporation completingthe Application Form, you are required to affix your Common Seal (if any) in accordance with yourMemorandum and Articles of Association or equivalent constitutive documents of the corporation. Ifyou are a corporate applicant and your application is successful, a copy of your Memorandum andArticles of Association or equivalent constitutive documents must be lodged with our Company’sShare Registrar and Share Transfer Office. Our Company reserves the right to require you toproduce 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 Formwith 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, onpage 1 of the Application Form, your application is liable to be rejected.

You (whether you are an individual or corporate applicant, whether incorporated or unincorporatedand wherever incorporated or constituted) will be required to declare whether you are a citizen orpermanent resident of Singapore or a corporation in which citizens or permanent residents ofSingapore or any body corporate constituted under any statute of Singapore having an interest inthe aggregate of more than 50.0 per cent. of the issued share capital of or interests in suchcorporations. If you are an approved nominee company, you are required to declare whether thebeneficial owner of the Shares is a citizen or permanent resident of Singapore or a corporation,

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whether incorporated or unincorporated and wherever incorporated or constituted, in which citizensor permanent residents of Singapore or any body corporate whether incorporated orunincorporated and wherever incorporated or constituted under any statute of Singapore have aninterest in the aggregate of more than 50.0 per cent. of the issued share capital of or interests insuch corporation.

6. Your application must be accompanied by a remittance in Singapore currency for the full amountpayable, in respect of the number of New Shares applied for, in the form of a BANKER’S DRAFTor CASHIER’S ORDER drawn on a bank in Singapore, made out in favour of “JASON MARINESHARE ISSUE ACCOUNT” crossed “A/C PAYEE ONLY”, and with your name and addresswritten clearly on the reverse side. Applications not accompanied by any payment oraccompanied by any other form of payment will not be accepted. We will reject remittancesbearing “NOT TRANSFERABLE” or “NON TRANSFERABLE” crossings. No acknowledgement orreceipt will be issued by our Company, or the Sponsor for applications and application moniesreceived.

7. Monies paid in respect of unsuccessful applications are expected to be returned (without interest orany share of revenue or other benefit arising therefrom) to you by ordinary post within 24 hours ofballoting of applications at your own risk. Where your application is rejected or accepted in partonly, 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 postat your own risk within 14 days after the close of the Application List, provided that the remittanceaccompanying such application which has been presented for payment or other processes hasbeen honoured and application monies have been received in the designated share issue account.In the event that the Invitation is cancelled by us following the termination of the ManagementAgreement and the Underwriting and Placement Agreement, the application monies received willbe refunded (without interest or any share of revenue or other benefit arising therefrom) to you byordinary post at your own risk within five Market Days of the termination of the Invitation. In theevent that the Invitation is cancelled by us following the issuance of a Stop order by the SGX-ST,acting as an agent on behalf of the Authority, the application monies received will be refunded(without interest or any share of revenue or other benefit arising therefrom) to you by ordinary postat your own risk within 14 days from the date of the Stop order.

8. Capitalised terms used in the Application Forms and defined in this Offer Document shall bear themeanings assigned to them in this Offer Document.

9. You irrevocably agree and acknowledge that your application is subject to risks of fires, acts of Godand other events beyond the control of our Company, our Directors, the Sponsor and/or any otherparty involved in the Invitation, and if, in any such event, our Company and/or the Sponsor doesnot receive your Application Form, you shall have no claim whatsoever against our Company, theSponsor, the Underwriter and the Placement Agent and/or any other party involved in the Invitationfor the New Shares applied for or for any compensation, loss or damage.

10. By completing and delivering the Application Form, you agree that:

(a) in consideration of our Company having distributed the Application Form to you and agreeingto close the Application List at 12.00 noon on 19 October 2009 or such other time or dateas our Company may, in consultation with the Sponsor, decide:

(i) your application is irrevocable; and

(ii) your remittance will be honoured on first presentation and that any monies returnablemay be held pending clearance of your payment without interest or any share ofrevenue or other benefit arising therefrom;

(b) neither our Company, the Sponsor, the Underwriter, the Placement Agent nor any other partyinvolved in the Invitation shall be liable for any delays, failures or inaccuracies in therecording, storage or in the transmission or delivery of data relating to your application to usor CDP due to breakdowns or failure of transmission, delivery or communication facilities orany risks referred to in paragraph 9 above or to any cause beyond their respective controls;

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(c) all applications, acceptances and contracts resulting therefrom under the Invitation shall begoverned by and construed in accordance with the laws of Singapore and that youirrevocably submit to the non-exclusive jurisdiction of the Singapore courts;

(d) in respect of the New 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 ourCompany;

(e) you will not be entitled to exercise any remedy of rescission for misrepresentation at anytime after acceptance of your application;

(f) in making your application, reliance is placed solely on the information contained in this OfferDocument and that none of our Company, the Sponsor, the Underwriter, the PlacementAgent or any other person involved in the Invitation shall have any liability for any informationnot so contained;

(g) you consent to the disclosure of your name, NRIC/passport number, address, nationality,permanent resident status, CDP Securities Account number, and share application amountto our Share Registrar, CDP, SCCS, SGX-ST, our Company, the Sponsor, the Underwriter,the Placement Agent or other authorised operators; and

(h) you irrevocably agree and undertake to subscribe for the number of New Shares applied foras stated in the Application Form or any smaller number of such New Shares that may beallotted to you in respect of your application. In the event that our Company decides to allotand/or allocate a smaller number of New Shares or not to allot and/or allocate any NewShares to you, you agree to accept such decision as final.

Applications for Offer Shares

1. Your application for Offer Shares MUST be made using the WHITE Offer Shares Application Formsand WHITE official envelopes “A” and “B”. ONLY ONE APPLICATION should be enclosed in eachenvelope.

2. You must:

(a) enclose the WHITE Offer Shares Application Form, duly completed and signed, together withthe correct remittance in accordance with the terms and conditions of this Offer Document inthe WHITE official envelope “A” provided;

(b) in the appropriate spaces on WHITE official envelope “A”:

(i) write your name and address;

(ii) state the number of Offer Shares applied for;

(iii) tick the relevant box to indicate the form of payment; and

(iv) affix adequate Singapore postage;

(c) Seal the WHITE official envelope “A”;

(d) write, in the special box provided on the larger WHITE official envelope “B” addressed toB.A.C.S. Private Limited, 63 Cantonment Road, Singapore 089758, the number of OfferShares for which the application is made; and

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(e) insert WHITE official envelope “A” into WHITE official envelope “B”, seal WHITE officialenvelope “B”, affix adequate Singapore postage on WHITE official envelope “B” (ifdespatched by ordinary post) and thereafter DESPATCH BY ORDINARY POST ORDELIVER BY HAND, the documents at your own risk to B.A.C.S. Private Limited, 63Cantonment Road, Singapore 089758, to arrive by 12.00 noon on 19 October 2009 orsuch other time as our Company may, in consultation with the Sponsor, decide. LocalUrgent Mail or Registered Post must NOT be used. No acknowledgement of receipt willbe issued for any application or remittance received.

3. Applications that are illegible, incomplete or incorrectly completed or accompanied by improperlydrawn remittances or improper form of remittance or which are not honoured upon their firstpresentation are liable to be rejected.

Applications for Placement Shares

1. Your application for Placement Shares MUST be made using the BLUE Placement SharesApplication Forms. ONLY ONE APPLICATION should be enclosed in each envelope.

2. The completed and signed BLUE Placement Shares Application Form and the correct remittancein full in respect of the number of Placement Shares applied for (in accordance with the terms andconditions 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 adequateSingapore postage on the envelope (if despatching by ordinary post) and thereafter the sealedenvelope must be DESPATCHED BY ORDINARY POST OR DELIVERED BY HAND at your ownrisk to B.A.C.S. Private Limited at 63 Cantonment Road, Singapore 089758, to arrive by 12.00noon on 19 October 2009 or such other time as our Company may, in consultation with theSponsor, decide. Local Urgent Mail or Registered Post must NOT be used. Noacknowledgement of receipt will be issued for any application or remittance received.

3. Applications that are illegible, incomplete or incorrectly completed or accompanied by improperlydrawn remittances or improper form of remittance or which are not honoured upon their firstpresentation are liable to be rejected.

ADDITIONAL TERMS AND CONDITIONS FOR ELECTRONIC APPLICATIONS

The procedures for Electronic Applications are set out on the ATM screens (in the case of ATM ElectronicApplications) and the IB website screens (in the case of Internet Electronic Applications) of the relevantParticipating Banks. Currently, the UOB Group and DBS Bank, are the only Participating Banks throughwhich Internet Electronic Applications can be made. For illustration purposes, the procedures forElectronic Applications through ATMs and the IB website of the UOB Group are set out respectively in the“Steps for an Electronic Application through ATMs of the UOB Group” and the “Steps for an InternetElectronic Application through the IB website of the UOB Group” (collectively, the “Steps”) appearing onpages F-14 to F-18 of this Offer Document.

The Steps set out the actions that you must take at an ATM or the IB website of the UOB Group tocomplete an Electronic Application. Please read carefully the terms of this Offer Document, the Steps andthe terms and conditions for Electronic Applications set out below before making an ElectronicApplication. Any reference to “you” or the “applicant” in this section “Additional Terms and Conditions forElectronic Applications” and the Steps shall refer to you making an application for Offer Shares throughan ATM or the IB website of a relevant Participating Bank.

You must have an existing bank account with and be an ATM cardholder of one of the Participating Banksbefore you can make an Electronic Application at the ATMs. An ATM card issued by one ParticipatingBank cannot be used to apply for Offer Shares at an ATM belonging to other Participating Banks. For anInternet Electronic Application, you must have an existing bank account with an IB User Identification(“User ID”) and a Personal Identification Number/Password (“PIN”) given by the relevant ParticipatingBank. The Steps set out the actions that you must take at ATMs or the IB website of the UOB Group tocomplete an Electronic Application. The actions that you must take at ATMs or the IB websites of other

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Participating Banks are set out on the ATM screens or the IB website screens of the relevant ParticipatingBanks. Upon the completion of your ATM Electronic Application transaction, you will receive an ATMtransaction slip (“Transaction Record”), confirming the details of your Electronic Application. Uponcompletion of your Internet Electronic Application, there will be an on-screen confirmation (“ConfirmationScreen”) of the application which can be printed for your record. The Transaction Record or your printedrecord of the Confirmation Screen is for your retention and should not be submitted with any ApplicationForm.

You must ensure that you enter your own Securities Account number when using the ATM cardissued to you in your own name. If you fail to use your own ATM card or if you do not key in yourown Securities Account number, your application will be rejected. If you operate a joint bankaccount with any of the Participating Banks, you must ensure that you enter your own SecuritiesAccount number when using the ATM card issued to you in your own name. Using your ownSecurities Account number with an ATM card which is not issued to you in your own name willrender your ATM Electronic Application liable to be rejected.

You must ensure, when making an Internet Electronic Application, that your mailing address for theaccount selected for the application is in Singapore and the application is being made in Singapore andyou will be asked to declare accordingly. Otherwise your application is liable to be rejected. In thisconnection, you will be asked to declare that you are in Singapore at the time when you make theapplication.

You shall make an Electronic Application in accordance with and subject to the terms and conditions ofthis Offer Document including but not limited to the terms and conditions appearing below and those setout under the section entitled “Terms, Conditions and Procedures for Application and Acceptance” of thisOffer Document as well as the Memorandum and Articles of Association of our Company.

1. In connection with your Electronic Application for Offer Shares, you are required to confirmstatements to the following effect in the course of activating your Electronic Application:

(a) that you have received a copy of this Offer Document (in the case of ATM ElectronicApplications only) and have read, understood and agreed to all the terms andconditions of application for Offer Shares and this Offer Document prior to effectingthe Electronic Application and agree to be bound by the same;

(b) that you consent to the disclosure of your name, NRIC/passport number, address,nationality, permanent residence status, share application amount, CPF InvestmentAccount number (if applicable) and CDP Securities Account number and applicationdetails (the “Relevant Particulars”) with the relevant Participating Bank to the CDP,CPF, SCCS, SGX-ST, Share Registrar, our Company, the Sponsor, the Underwriter andthe Placement Agent or other authorised operators (the “Relevant Parties”); and

(c) that this is your only application for Offer Shares and it is made in your own name andat your own risk.

Your application will not be successfully completed and cannot be recorded as a completedtransaction in the ATM or on the IB website unless you press the “Enter” or “Confirm” or “Yes” or“OK” or any other relevant key in the ATM or click “Confirm” or “OK” or “Submit” or “Continue” or“Yes” or any other relevant button on the IB website screen. By doing so, you shall be treated assignifying your confirmation of each of the above three statements. In respect of statement 1(b)above, such confirmation, shall signify and shall be treated as your written permission, given inaccordance with the relevant laws of Singapore including Section 47(2) of the Banking Act(Chapter 19) of Singapore to the disclosure by the relevant Participating Bank of the RelevantParticulars to the Relevant Parties.

2. BY MAKING AN ELECTRONIC APPLICATION, YOU CONFIRM THAT YOU ARE NOT APPLYINGFOR OFFER SHARES AS A NOMINEE OF ANY OTHER PERSON AND THAT ANYELECTRONIC APPLICATION THAT YOU MAKE IS THE ONLY APPLICATION MADE BY YOU ASTHE BENEFICIAL OWNER.

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YOU SHOULD MAKE ONLY ONE ELECTRONIC APPLICATION FOR OFFER SHARES ANDSHOULD NOT MAKE ANY OTHER APPLICATION FOR OFFER SHARES OR PLACEMENTSHARES, WHETHER AT THE ATMS OR THE IB WEBSITES (IF ANY) OF ANY PARTICIPATINGBANK OR ON THE APPLICATION FORMS. IF YOU HAVE MADE AN APPLICATION FOROFFER SHARES OR PLACEMENT SHARES ON AN APPLICATION FORM, YOU SHALL NOTMAKE AN ELECTRONIC APPLICATION FOR OFFER SHARES AND VICE VERSA.

3. You must have sufficient funds in your bank account with your Participating Bank at the time youmake your Electronic Application, failing which your Electronic Application will not be completed oraccepted. Any Electronic Application which does not conform strictly to the instructions setout in this Offer Document or on the screens of the ATM or the IB website of the relevantParticipating Bank through which your Electronic Application is being made shall berejected.

You may make an ATM Electronic Application at the ATM of any Participating Bank or an InternetElectronic Application at the IB website of the relevant Participating Bank for the Offer Shares usingonly cash by authorising such Participating Bank to deduct the full amount payable from youraccount with such Participating Bank.

4. You irrevocably agree and undertake to subscribe for and/or to accept the number of Offer Sharesapplied for as stated on the Transaction Record or the Confirmation Screen or any lesser numberof Offer Shares that may be allotted to you in respect of your Electronic Application. In the eventthat our Company decide to allot any lesser number of such Offer Shares or not to allot any OfferShares to you, you agree to accept such decision as final. If your Electronic Application issuccessful, your confirmation (by your action of pressing the “Enter” or “Confirm” or “Yes” or “OK” orany other relevant key on the ATM or clicking “Confirm” or “OK” or “Submit” or “Continue” or “Yes” orany other relevant button on the IB website screen) of the number of Offer Shares applied for shallsignify and shall be treated as your acceptance of the number of Offer Shares that may be allottedto you and your agreement to be bound by the Memorandum and Articles of Association of ourCompany.

We will not keep any applications in reserve. Where your Electronic Application is unsuccessful,the full amount of the application monies will be refunded in Singapore currency (without interest orany share of revenue or other benefit arising therefrom) to you by being automatically credited toyour account with your Participating Bank within 24 hours of balloting of the applications providedthat the remittance in respect of such application which has been presented for payment or otherprocesses have been honoured and the application monies have been received in the designatedshare issue account. Trading on a “WHEN ISSUED” basis, if applicable, is expected tocommence after such refund has been made.

Where your Electronic Application is rejected or accepted in part only, the full amount or thebalance of the application monies, as the case may be, will be refunded in Singapore currency(without interest or any share of revenue or other benefit arising therefrom) to you by beingautomatically credited to your account with your Participating Bank within 14 days after the close ofthe Application List provided that the remittance in respect of such application which has beenpresented for payment or other processes have been honoured and the application monies havebeen received in the designated share issue account.

In the event that the Invitation is cancelled by us following the termination of the ManagementAgreement and the Underwriting and Placement Agreement pursuant to the ManagementAgreement and the Underwriting and Placement Agreement, on and subject to the terms andconditions of this Offer Document, the application monies received will be refunded (withoutinterest or any share of revenue or any other benefit arising therefrom) to you by beingautomatically credited to you in Singapore currency within 14 days of the termination of theInvitation. In the event that the Invitation is cancelled following the issuance of a Stop Order by theSGX-ST, acting as agent on behalf of the Authority, the application monies received will berefunded (without interest or any share of revenue or other benefit arising therefrom) to you bybeing automatically credited to you in Singapore currency within 14 days from the date of the StopOrder.

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Responsibility for timely refund of application monies from unsuccessful or partiallysuccessful Electronic Applications lies solely with the respective Participating Banks.Therefore, you are strongly advised to consult your Participating Bank as to the status ofyour Electronic Application and/or the refund of any monies to you from unsuccessful orpartially successful Electronic Application, to determine the exact number of Offer Sharesallotted to you before trading the Offer Shares on the Catalist. You may also call CDP Phoneat 6535 7511 to check the provisional results of your application by using your T-pin (issuedby CDP upon your application for the service) and keying in the stock code (that will bemade available together with the results of the allotment via an announcement through theSGX-ST and by advertisement in a generally circulating daily press). To sign up for theservice, you may contact CDP customer service officers. Neither the SGX-ST, the CDP, theSCCS, the Participating Banks, our Company, the Sponsor, the Underwriter nor thePlacement Agent assume any responsibility for any loss that may be incurred as a result ofyou having to cover any net sell positions or from buy-in procedures activated by the SGX-ST.

6. If your Electronic Application is unsuccessful, no notification will be sent by the relevantParticipating Banks.

If you make Electronic Applications through the ATMs or the IB websites of the followingParticipating Banks, you may check the provisional results of your Electronic Applications asfollows:

Service Expected Bank Telephone Available at ATM/Internet Operating Hours From

UOB 1 800 222 2121 ATM (Other Transactions – 24 hours a day Evening of the Group “IPO Enquiry”) / Internet balloting day

Banking / Phone Bankinghttp://www.uobgroup.com (1)

DBS 1 800 339 6666 Internet Banking 24 hours a day Evening of theBank (for POSB http://www.dbs.com (2) balloting day

account holders)

1 800 111 1111(for DBS account holders)

OCBC 1 800 363 3333 ATM / Internet Banking / 24 hours a day Evening of thePhone Banking balloting dayhttp://www.ocbc.com (3)

Notes:

(1) If you have made your Electronic Application through the ATMs or IB website of the UOB Group, you may check theresults of your application through UOB Personal Internet Banking, ATMs of the UOB Group or UOB Phone BankingServices.

(2) If you have made your Electronic Application through the ATMs or IB website of DBS Bank, you may check the resultsof your application through the channel listed above.

(3) If you have made your Electronic Application through the ATMs of OCBC, you may check your results through OCBCPersonal Internet Banking, OCBC ATMs or OCBC Phone Banking Services.

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7. You irrevocably agree and acknowledge that your Electronic Application is subject to risks ofelectrical, electronic, technical and computer-related faults and breakdowns, fires, acts of God andother events beyond the control of the Participating Banks, our Company, and the Sponsor and if,in any such event, our Company, the Sponsor and/or the relevant Participating Bank do not receiveyour Electronic Application, or data relating to your Electronic Application or the tape or any otherdevices containing such data is lost, corrupted or not otherwise accessible, whether wholly orpartially for whatever reason, you shall be deemed not to have made an Electronic Application andyou shall have no claim whatsoever against our Company, our Directors, the Sponsor and/or therelevant Participating Bank for Offer Shares applied for or for any compensation, loss or damage.CDP shall not be liable for any delays, failures or inaccuracies in the recording, storage or in thetransmission or delivery of data relating to the electronic application.

8. Electronic Applications shall close at 12.00 noon on 19 October 2009 or such other time as ourCompany may, in consultation with the Sponsor, decide. Subject to the paragraph above, anInternet Electronic Application is deemed to be received when it enters the designated informationsystem of the relevant Participating Bank.

9. You are deemed to have irrevocably requested and authorised our Company to:

(a) register the Offer Shares allotted to you in the name of CDP for deposit into your SecuritiesAccount;

(b) send the relevant Share certificate(s) to CDP;

(c) return or refund (without interest or any share of revenue earned or other benefit arisingtherefrom) of the application monies in Singapore currency, should your ElectronicApplication be unsuccessful, by automatically crediting your bank account with yourParticipating Bank with the relevant amount within 24 hours of the balloting of applications;and

(d) return or refund (without interest or any share of revenue or other benefit arising therefrom)the balance of the application monies in Singapore currency, should your ElectronicApplication be accepted in part only, by automatically crediting your bank account with yourParticipating Bank with the relevant amount within 14 days after the close of the ApplicationList.

10. We do not recognise the existence of a trust. Any Electronic Application by a trustee must be madein your own name and without qualification. Our Company will reject any application by any personacting as nominee except those made by approved nominee companies only.

11. All your particulars in the records of your relevant Participating Bank at the time you make yourElectronic Application shall be deemed to be true and correct and your relevant Participating Bankand the Relevant Parties shall be entitled to rely on the accuracy thereof. If there has been anychange in your particulars after the time of the making of your Electronic Application, you shallpromptly notify your relevant Participating Bank.

12. You should ensure that your personal particulars as recorded by both CDP and the relevantParticipating Bank are correct and identical, otherwise, your Electronic Application is liableto be rejected. You should promptly inform CDP of any change in address, failing which thenotification letter on successful allotment and other correspondence from the CDP will be sent toyour address last registered with CDP.

F-14

13. By making and completing an Electronic Application, you are deemed to have agreed that:

(a) in consideration of our Company making available the Electronic Application facility, throughthe Participating Banks as the agents of our Company, at the ATMs and IB websites (if any):

(i) your Electronic Application is irrevocable; and

(ii) your Electronic Application, our acceptance and the contract resulting therefrom underthe Invitation shall be governed by and construed in accordance with the laws ofSingapore and you irrevocably submit to the non-exclusive jurisdiction of theSingapore courts;

(b) neither our Company, the Sponsor, the Underwriter, the Placement Agent, the ParticipatingBanks nor CDP shall be liable for any delays, failures or inaccuracies in the recording,storage or in the transmission or delivery of data relating to your Electronic Application to ourCompany or CDP due to breakdowns or failure of transmission, delivery or communicationfacilities or any risks referred to in paragraph 7 above or to any cause beyond our respectivecontrols;

(c) in respect of Offer Shares for which your Electronic Application has been successfullycompleted and not rejected, acceptance of your Electronic Application shall be constituted bywritten notification by or on behalf of our Company and not otherwise, notwithstanding anypayment received by or on behalf of our Company;

(d) you will not be entitled to exercise any remedy of rescission or misrepresentation at any timeafter acceptance of your application; and

(e) in making your application, reliance is placed solely on the information contained in this OfferDocument and that none of our Company, the Sponsor, the Underwriter, the PlacementAgent or any other person involved in the Invitation shall have any liability for any informationnot so contained.

Steps for Electronic Applications through the ATMs and the IB website of the UOB Group

The instructions for Electronic Applications will appear on the ATM screens and the IB website screens ofthe respective Participating Banks. For illustrative purposes, the steps for making an ElectronicApplication through ATMs or through the IB website of the UOB Group are shown below. Instructions forElectronic Applications appearing on the ATM screens and the IB website screens (if any) of the relevantParticipating Banks (other than the UOB Group) may differ from that represented below.

Steps for an ATM Electronic Application through ATMs of the UOB Group

Owing to space constraints on the UOB Group’s ATM screens, the following terms will appear inabbreviated form:

“&” : and

“A/C” and “A/CS” : ACCOUNT AND ACCOUNTS, respectively

“ADDR” : ADDRESS

“AMT” : AMOUNT

“APPLN” : APPLICATION

“CDP” : THE CENTRAL DEPOSITORY (PTE) LIMITED

F-15

“CPF” : THE CENTRAL PROVIDENT FUND

“CPFINVT A/C” : CPF INVESTMENT ACCOUNT

“ESA” : ELECTRONIC SHARE APPLICATION

“IC/PSSPT” : NRIC or PASSPORT NUMBER

“NO” or “NO.” : NUMBER

“PERSONAL NO” : PERSONAL IDENTIFICATION NUMBER

“REGISTRARS” : SHARE REGISTRARS

“SCCS” : SECURITIES CLEARING & COMPUTER SERVICES (PTE) LTD

“YR” : YOUR

Step 1 : Insert your personal Unicard, Uniplus card or UOB VISA/MASTER card and key in yourpersonal identification number.

2 : Select “CASHCARD/OTHER TRANSACTIONS”.

3 : Select “SECURITIES APPLICATION”.

4 : Select the share counter which you wish to apply for.

5 : Read and understand the following statements which will appear on the screen:

- THIS OFFER OF SECURITIES (OR UNITS OF SECURITIES) WILL BE MADE IN,OR ACCOMPANIED BY, A COPY OF THE PROSPECTUS/DOCUMENT ORSUPPLEMENTARY DOCUMENTS. ANYONE WISHING TO ACQUIRE THESESECURITIES (OR UNITS OF SECURITIES) WILL NEED TO MAKE ANAPPLICATION IN THE MANNER SET OUT IN THE PROSPECTUS/DOCUMENTOR SUPPLEMENTARY DOCUMENTS

(Press “ENTER” to continue)

- PLEASE CALL 1800-22-22-121 IF YOU WOULD LIKE TO FIND OUT WHEREYOU CAN OBTAIN A COPY OF THE PROSPECTUS/DOCUMENT ORSUPPLEMENTARY DOCUMENT

- WHERE APPLICABLE, A COPY OF THE PROSPECTUS/DOCUMENT ORSUPPLEMENTARY DOCUMENT HAS BEEN LODGED WITH AND REGISTEREDBY THE MONETARY AUTHORITY OF SINGAPORE WHO ASSUMES NORESPONSIBILITY FOR THE CONTENTS OF THE PROSPECTUS/DOCUMENTOR SUPPLEMENTARY DOCUMENT

(Press “ENTER” key to confirm that you have read and understood the above statements)

6 : Read and understand the following terms which will appear on the screen:

- YOU HAVE READ, UNDERSTOOD & AGREED TO ALL TERMS OF THEPROSPECTUS/DOCUMENT/SUPPLEMENTARY DOCUMENT & THISELECTRONIC APPLICATION

- YOU CONSENT TO DISCLOSE YR NAME, IC/PSSPT, NATIONALITY, ADDR,APPLN AMT, CPFINVT A/C NO & CDP A/C NO FROM YR A/CS TO CDP, CPF,SCCS, REGISTRARS, SGX-ST & ISSUER/VENDOR(S)

F-16

- THIS IS YR ONLY FIXED PRICE APPLN & IS IN YR NAME & AT YR RISK

(Press “ENTER” to continue)

7 : Screen will display:

NRIC/Passport No. XXXXXXXXXXXX

IF YOUR NRIC NO. / PASSPORT NO. IS INCORRECT, PLEASE CANCEL THETRANSACTION AND NOTIFY THE BRANCH PERSONALLY.

(Press “CANCEL” or “CONFIRM”)

8 : Select mode of payment i.e. “CASH ONLY”. You will be prompted to select Cash Accounttype to debit (i.e., “CURRENT ACCOUNT / I- ACCOUNT”, “CAMPUS” OR “SAVINGSACCOUNT / TX ACCOUNT“). Should you have a few accounts linked to your ATM card, alist of linked account numbers will be displayed for you to select.

9 : After you have selected the account, your CDP Securities Account number will bedisplayed for you to confirm or change (This screen with your CDP Securities Accountnumber will be shown if your CDP Securities Account number is already stored in theATM system of the UOB Group). If this is the first time you are using the UOB Group’sATM to apply for Shares, your CDP Securities Account number will not be stored in theATM system of the UOB Group, and the following screen will be displayed for your inputof your CDP Securities Account number.

10 : Read and understand the following terms which will appear on the screen:

- PLEASE DO NOT APPLY FOR YOUR JOINT A/C HOLDER OR OTHER THIRDPARTIES

- PLEASE USE YOUR OWN ATM CARD

- DO NOT KEY IN THE CDP A/C NO. OF YOUR JOINT A/C HOLDER OR OTHERTHIRD PARTIES

- KEY IN YOUR CDP A/C NO. (12 DIGITS) 1681-XXXX-XXXX

- PRESS ENTER KEY

11 : Key in your CDP Securities Account number (12 digits) and press the “ENTER” key.

12 : Select your nationality status.

13 : Key in the number of Shares you wish to apply for and press the “ENTER” key.

14 : Check the details of your Electronic Application on the screen and press “ENTER” key toconfirm your Electronic Application.

15 : Select “NO” if you do not wish to make any further transactions and remove theTransaction Record. You should keep the Transaction Record for your own reference only.

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Steps for an Internet Electronic Application through the IB website of the UOB Group

Owing to space constraints on the UOB Group’s IB website screens, the following terms will appear inabbreviated form:

“CDP” : The Central Depository (Pte) Limited

“CPF” : The Central Provident Fund

“NRIC” or “I/C” : National Registration Identity Card

“PR” : Permanent Resident

“SGD” or “$” : Singapore Dollars

“SCCS” : Securities Clearing & Computer Services (Pte) Ltd

“SGX” : Singapore Exchange Securities Trading Limited

Step 1 : Connect to the UOB Group website at http://www.uobgroup.com.

2 : Locate the Login icon on the left hand side next to “Internet Banking”.

3 : Click on Login and at drop list select “UOB Personal Internet Banking”.

4 : Enter your Username and Password and click “Submit”.

5 : Select “Investment Services” (“IPO” should be the default transaction that appears, select“Application”).

6 : Read the IMPORTANT notice and complete the declarations found on the bottom of thepage by answering Yes/No to the questions.

7 : Click “Continue”.

8 : Select your country of residence (you must be residing in Singapore to apply), and click“Continue”.

9 : Select the IPO counter from the drop list (if there are concurrent IPOs) and click“Continue”.

10 : Check the share counter, select the mode of payment and account number to debit andclick on “Continue”.

11 : Read the important instructions and click on “Continue” to confirm that:

1. You have read, understood and agreed to all terms and conditions of theapplication and Prospectus/Document or Supplementary Document.

2. You consent to disclose your name, I/C or passport number, address,nationality, CDP Securities Account number, CPF Investment Accountnumber (if applicable), and application details to the share registrars, SGX,SCCS, CDP, CPF Board and issuer/vendor(s).

3. This application is made in your own name, for your own account and at yourown risk.

4. For FIXED/MAX price shares application, this is your only application. ForTENDER price shares application, this is your only application at the selectedtender price.

5. For FOREIGN CURRENCY securities, subject to the terms of the issue, pleasenote the following: The application monies will be debited from your bankaccount in S$, based on the Bank’s prevailing board rates at the time ofapplications. The different prevailing board rates at the time of the applicationand at the time of refund of applications monies may result in either a foreignexchange profit or loss, or application monies may be debited and refundscredited in S$ at the same exchange rate.

6. For 1ST-COME-1ST-SERVE securities, the number of securities applied formay be reduced, subject to the availability at the point of application.

12 : Check your personal details, details of the share counter you wish to apply for andaccount to debit.

Select (a) Nationality;

Enter (b) your CDP securities account number; and

(c) the number of shares applied for.

13 : Check your personal particulars (name, NRIC/Passport number and nationality), details ofthe share counter you wish to apply for, CDP securities account number, account to debitand number of shares applied for.

14 : Click “Submit”, “Clear” or “Cancel”.

15 : Print the Confirmation Screen (optional) for your own reference and retention only.

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internationally

P R O S P E C T S























Singapore


PRC

Other Countries*



S$ million

FY2007 FY2008 FY2009

FY2007 FY2008 FY2009

0

20

30

10

40

50

60

70

40.7

58.7

70.9


S$ million

0

10

15

5

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14.5

17.7

Net Profit

S$ million

0

2

3

1

4

5

6

7

1.6

3.3

6.4


79.8%

14.1%

16.8%

27.6%

42.0%

3.4%

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Sale of goods


Airtime revenue


FY2007 FY2008 FY2009
















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Thailand

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