Introduction to CatalistSingapore

Nexia TS Public Accounting Corporation(formerly practicing as Nexia Tan & Sitoh)

Admission Requirements1. Sponsor to assess suitability to list

• No quantitative entry criteria; No market cap restriction• No review of IPO documents by SGX

2. Offer Document with 12-month working cap statement

• Same disclosure/liability as prospectus• Lodged on Catalodge website

3. Restrictions to secure commitment of promoters* & pre-IPO investors

4. Two Independent Directors

• 1 resident for foreign companies

5. Shareholding spread of 15%, 200 shareholders

*“Promoters” are controlling shareholders & their associates and executive directors with ³5% of share cap at time of listing. If they hold more than 50% at IPO, they may sell but must retain 50%. If they hold less than 50% at IPO, they may not sell any. After IPO, promoter and pre-IPO investors are subject to moratorium periods.

1. Continual sponsorship at all times* • No review of circulars by SGX • All Catalist companies must retain a Sponsor for as long as they are listed.

Companies without Sponsors will face delisting.

2.Independent Directors A listing applicant must have at least 2 independent directors. If the company is a non-

Singapore company, at least 1 of the independent directors must be resident in Singapore.

3. Annual Mandate for Additional Share Issuance Capital changes have been made easier with increase in the threshold for annual

mandate which issuers may obtain from their shareholders. Companies can obtain shareholder mandate to issue up to 100% of the company's share capital (of which shares issued on non pro-rata basis must not exceed 50%). This 50% limit can be increased to 100% in the case where shareholders approve by special resolution on or after the first shareholders' meeting.

4. Corporate governance guidelines (comply or explain) Companies are encouraged to comply with the Code Of Corporate Governance issued

by the Corporate Governance Committee.

Continuing Requirements

* Full Sponsor that brings an IPO to market must continually sponsor the company for at least 3 years after IPO.

5. Shareholder Approval for Transactions To allow companies to respond speedily to business opportunities, the thresholds for

shareholders to approve acquisitions and disposals have been raised. Shareholder approval is required for:

(a) Acquisitions of assets: (i) of more than 75% but less than 100% of the relevant bases i.e. group net assets, profits, market capitalization or equity securities issued, as the case may be; or (ii) which result in a fundamental change in the business of the company.

(b) Disposals of assets: (i) of more than 50% of the relevant bases; or (ii) which result in a fundamental change in business of the company.

6. Disclosure of material information Consistent with a disclosure-based regime, Catalist companies have the obligation to

disclose material information to the public immediately.

7. Half-yearly/quarterly reporting Companies are required to issue half-yearly reports if they are below S$75 mil in

market capitalization.  All other companies are required to issue quarterly reports.

8. Interested Persons Transactions Companies are required to disclose and seek shareholders’ approval for interested

persons transactions when they breach certain quantitative thresholds.

9. Free Float Companies should ensure that at least 10% of their total number of issued shares is

held by public.

Continuing Requirements (cont’d)

Shorter Listing Process

Preparation

to apply

2 weeks 2 weeks 1 -2 weeks

Notification

to SGX

Public

Comment

Lodgment

& Launch

Trading

Commences

Preparation

to apply

8-12 weeks 3 weeks 1 -2 weeks

SGX

Review

Public

Comment

Registration

& Launch

Trading

Commences

Catalist process is approximately 5 – 6 weeks

SESDAQ process is approximately 12 – 17 weeks

Sponsor Responsibilities

Introducing Activities

•Provide confirmation that listing applicant is suitable to list

•Advise & prepare a company to list*

•Understand the company thoroughly

•Advise on other professionals

•Commitment through sign off as Sponsor

General Responsibilities

•Maintain eligibility•Sufficient systems and resources

•Ensure independence

Continuing Activities

•Review & endorse all announcements & circulars

•Ensure company has internal process & knowledge to comply with rules

•Advise on rule compliance, corporate government, etc

•Act as interface between company & SGX

- Monitor trading - Duty to whistle-blow

*Comply with SIBA due diligence guidelines, advise directors on responsibilities, adequate system/procedures for rule compliance, etc.

Listing Fees

Fee Type Initial Fees Annual Fees

Minimum S$ 30,000 S$ 15,000

Maximum S$ 100,000 S$ 50,000

Variable rate(based on market cap of the listed company)

S$ 100 / mil S$ 25 / mil

Additional Listing Fees (per exercise) S$ 8,000 -

Lodgment Fees Catalodge

Lodgment of offer document / RTO circular S$ 2,000

Lodgment of amendment to offer document / RTO circular S$ 500

Lodgment of supplementary / replacement offer document / RTO circular

S$ 2,000

Lodgment of offer information statement S$ 1,000

Companies Listed on CatalistName of Company Principal Activities Date of

ListingFund Raised

(SGD’mil)Issue Price (SGD)

ARIANECORP LIMITED

Market and manufacture of LCD and electronics products

9-Sep-1993 - -

ARTIVISION TECHNOLOGIES LTD.

Development and provision of video management products and solutions

18-Aug-2008 15.000 SGD0.20

AUSTON INTERNATIONAL GROUP LTD

Private education provider offering tertiary and post graduate education programmes

25-Apr-2003 3.360 SGD0.28

C2O HOLDINGS LIMITED

Distribution of printers and electronic accessory products, and outsource services

1-Nov-2004 5.125 SGD0.21

ENZER CORPORATION LIMITED

Distribution and marketing of electronic components and enfocomm Products

18-May-2001 6.093 SGD0.36

EZION HOLDINGS LIMITED

Specialises in marine logistics and support services to the offshore oil and gas Industries

04-Sep-2000 - -

HEALTHWAY MEDICAL CORP LTD

Offer quality healthcare services 04-Jul-2008 48.780 SGD0.36

Companies Listed on Catalist (cont’d)Name of Company Principal Activities Date of

ListingFund Raised

(SGD’mil)Issue Price (SGD)

MENCAST HOLDINGS LTD

Manufacture and supply of sterngear equipment, and provision of sterngear services

25-Jun-2008 6.300 SGD0.28

OCULUS LIMITED Manufacture and distribution of contact lenses and contact lens solutions

11-Apr-2001 5.051 SGD0.23

QUALITAS MEDICAL GROUP LIMITED

Healthcare services through its network of owned, affiliate, associate and managed clinics

01-Sep-2008 5.500 SGD0.25

SNF CORPORATION LTD

Service various segments of the electronics manufacturing supply chain

18-Mar-2004 7.360 0.32

ST. JAMES HOLDINGS LIMITED

Operation of entertainment outlets 06-Mar-2003 0.950 0.22

SUPERIOR FASTENING TECH LTD

Manufacture and supply high quality fasteners and provides surface treatment services

12-Dec-2003 5.750 SGD0.23

TOP GLOBAL LIMITED

Specialises in the provision of waterproofing and thermal insulation services for concrete roofs.

25-Jun-2001 2.563 SGD0.21

TRITECH GROUP LIMITED

Provision of specialist engineering services, and ground and structural engineering services

21-Aug-2008 7.200 SGD0.20

Mencast Holdings Ltd(First company listed on Catalist, our client)

Trading date – August 2008

Turnover as at 31 December 2007 – S$ 18.9 million

Net Profit for the year ended 31 December 2007– S $4.8 million

Main business – Manufactures and supplies a full range of sterngear equipment for new vessels

Issue Price – S$ 0.28

Listing PE Ratio – 7.3 times

Market Capitalisation at listing – S$ 41.3 million

Funds Raised – S$ 6.3 million

Highest price – S$ 0.31

Current price (28/08/2008) – S$ 0.23 PE ratio (28/08/2008) – 6.0 times

Market Capitalisation (28/08/2008) – S$ 33.9 million

Major Clients

•AEI Corporation Ltd (listed on SGX)

•AP Oil International Ltd (listed on SGX)

•China Great Land Holdings Limited (listed on SGX)

•China Hongxing Sports Ltd (listed on SGX)

•China Sunsine Chemical Holdings Limited

•Europtronic Group Ltd (listed on SGX)

•Enviro-Hub Holdings Limited (listed on SGX)

•Cosmosteel Holdings Limited (listed on SGX)

•Jackspeed Corporation Ltd (listed on SGX)

•Keda Communications Ltd (listed on SGX)

•Longcheer Holdings Ltd (listed on SGX)

•Lorenzo Holdings Limited (listed on SGX)

•Nico Steel Holdings Limited (listed on SGX)

•Ouhua Energy Holdings Limited (listed on SGX)

Major Internal Audit Clientele Listed•Ouhua Energy Holdings Limited (listed on SGX)•Sin Ghee Huat Holdings Ltd (listed on SGX)•Sunpower Group Ltd (listed on SGX)•Thai Village Holdings Ltd (listed on SGX)•Vibropower Corporation Limited (listed on SGX)•Zhonghui Holdings Ltd (listed on SGX)•Liang Huat Holdings Limited•Kingsmen Creative Limited (listed on SGX)•Soon Lian Holdings Limited (listed on SGX)•Superior Multi-Packaging Ltd

Major Clients (cont’d)

•Auston International Limited

•Communication Design International Limited

•CyberVillage Holdings Limited

•Eastern Holdings Ltd

•EMS Energy Ltd (Formerly known as Eco Water Limited)

•Interra Resources Ltd

•The Lexicon Group Ltd (formerly known as Sun Business Network Ltd)

•OKP Holdings Limited

•Oniontech Limited

•Sitra Holdings International Limited

•Ntegrator International Ltd

•Sinobest Technology Holdings Ltd

•Rowsley Ltd

•Mencast Holdings Ltd

Major External Audit Clientele – Listed companies

Track Record - Initial Public Offering

Sunpower GroupLtd

Fund Raised: SGD24.90M

Keda Communications

Ltd

Fund Raised: SGD8.84M

Hongguo Intl Holdings Limited

Fund Raised: SGD15.00M

Chosen Holdings Ltd

Fund Raised: SGD17.40M

YHI InternationalLimited

Consultant

Nexia TS Pte Ltd

Fund Raised: SGD29.00M

Beng KuangMarine LtdFund Raised:

SGD4.83M

Meiban GroupLimited

Consultant

Nexia TS Pte Ltd

Fund Raised: SGD1.85M

Raffles EducationCorporation Ltd

Fund Raised: SGD2.52M

Interra Resources Ltd

CommunicationDesign Intl

Limited

Reporting Accountant

Nexia TS Public Accounting Corporation

Fund Raised: SGD5.50M

OKP HoldingsLimitedFund Raised:SGD4.40M

Sitra Holdings(INTL) Limited

Fund Raised: SGD2.52M

Consultant

Nexia TS Pte Ltd

Consultant

Nexia TS Pte Ltd

Consultant

Nexia TS Pte Ltd

Consultant

Nexia TS Pte Ltd

Ouhua EnergyHoldings Ltd

Fund Raised: SGD52.06MConsultant

Nexia TS Pte Ltd

Consultant

Nexia TS Pte Ltd

Consultant

Nexia TS Pte Ltd

Reporting Accountant

Nexia TS Public Accounting Corporation

Reporting Accountant

Nexia TS Public Accounting Corporation

Reporting Accountant

Nexia TS Public Accounting Corporation

Nexia TS Pte Ltd Nexia TS Pte Ltd Nexia TS Pte Ltd Nexia TS Pte LtdNexia TS Pte Ltd

Due Diligence on

Retailer of sports, golf and active lifestyle

products

In

Singapore

Aug 03

Due Diligence on

Distribution of petroleum products,

safety equipment and other supplies for various industries

In

Due Diligence on

Property Development

In

Due Diligence on

Manufacturing & Trading of all Types of Industrial valves

In

Due Diligence on

E-business consultancy

In

Singapore

Mar ~ May 03

China

Oct 05

Nexia TS Pte Ltd

Due Diligence USD 1.6 billion

on Energy/power

generation

In

China

Jun 07

Nexia TS Pte Ltd

Due Diligence on

Manufacturing and trading of circular knitting machines and related parts

in

Singapore

May ~ Jun 04

Nexia TS Pte Ltd

Due Diligence on

Storage and supply of frozen meat

produce

In

Singapore

Aug ~ Sep 07

Nexia TS Pte Ltd

Due Diligence on

Distribution of electronics components, connectors

and sockets

In

Singapore

Oct 07~ Jan 08

Singapore

Sep ~ Dec 07

ChinaOct ~ Nov 05Nov ~ Dec 07

Nexia TS Pte Ltd

Due Diligence on

Industrial oil supplier

inIndonesia

May 06~ Feb 07

Track Record – Merger & Acquisition

15

Contact ListSingapore

No. 5 Shenton WayUIC Building #23-03 Singapore 068808

Mr Henry TanDID: 6536 5466Email: henrytan@nexiats.com.sg

Fax: 65345766 Website: www.nexiats.com.sg

Ms Grace Lui DID: 6328 0811 Email: gracelui@nexiats.com.sg

The End