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SIXTEENTH SCHEDULE OF THE SECURITIES AND FUTURES

(OFFERS OF INVESTMENTS) (SHARES AND DEBENTURES)
REGULATIONS 2005


OFFER INFORMATION STATEMENT


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

A copy of this offer information statement (the "Offer Information Statement") has been lodged
with the Monetary Authority of Singapore (the "Authority"). The Authority assumes no
responsibility for the contents of this Offer Information Statement. Lodgment of this Offer
Information Statement with the Authority does not imply that the Securities and Futures Act,
Chapter 289 of Singapore, or any other legal or regulatory requirements, have been complied
with. The Authority has not, in any way, considered the merits of the shares or debentures, or
units of shares or debentures, as the case may be, being offered, or in respect of which an
invitation is made, for investment.

An application will be made to the Singapore Exchange Securities Trading Limited (the "SGX-
ST") for the listing of and quotation for up to 167,300,000 new ordinary shares in the capital of
TT International Limited (the "Company") to be issued under the Placement (as defined herein)
(the "Placement Shares") on the Official List of the SGX-ST.

No securities shall be allotted or allocated on the basis of this Offer Information Statement later
than six (6) months after the date of lodgment of this Offer Information Statement.


TT International Limited
(Incorporated in the Republic of Singapore on 19 October 1984)
(Company Registration Number: 198403771D)

PROPOSED PLACEMENT OF UP TO 167,300,000 PLACEMENT SHARES IN THE CAPITAL OF THE
COMPANY


Placement Agent


CIMB Securities (Singapore) Pte. Ltd.
(Incorporated in the Republic of Singapore)
(Company Registration Number: 198701621D)









Date of lodgment with the Authority: 16 June 2014


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IMPORTANT NOTES


Capitalised terms used beneath which are not otherwise defined herein shall have the same meaning
as ascribed to them under "Definitions" of this Offer Information Statement.

The existing Shares (as defined herein) of the Company are quoted on the Official List of the SGX-ST.

Persons wishing to subscribe for the Placement Shares offered by this Offer Information Statement
should, before deciding whether to so subscribe, carefully read this Offer Information Statement in its
entirety in order to make an informed assessment of the assets and liabilities, profits and losses,
financial position, financial performance, risk factors and performance and prospects of the Company
and the Group and the rights and liabilities attaching to the Placement Shares. They should also make
their own independent enquiries and investigations of any bases and assumptions, upon which financial
projections, if any, are made or based, and carefully consider this Offer Information Statement in the
light of their personal circumstances (including financial and taxation affairs). It is recommended that
such persons seek professional advice from their legal, financial, tax or other professional adviser
before deciding whether to acquire the Placement Shares or purchase any Shares.

No person has been authorised to give any information or to make any representations, other than
those contained in this Offer Information Statement, in connection with the Placement or the issue of the
Placement Shares and, if given or made, such information or representations must not be relied upon
as having been authorised by the Company or the Placement Agent. Save as expressly stated in this
Offer Information Statement, nothing contained herein is, or may be relied upon as, a promise or
representation as to the future performance or policies of the Company or the Group. Neither the
delivery of this Offer Information Statement nor the issue of the Placement Shares shall, under any
circumstances, constitute a continuing representation, or give rise to any implication, that there has
been no material change in the affairs of the Company or the Group, or any of the information contained
herein since the date hereof. Where such changes occur after the date hereof and are material, or are
required to be disclosed by law and/or the SGX-ST, the Company may make an announcement of the
same to the SGX-ST and, if required, lodge a supplementary or replacement document with the
Authority. All investors should take note of any such announcement, or supplementary or replacement
document, and, upon the release of such announcement or lodgment of such supplementary or
replacement document, as the case may be, shall be deemed to have notice of such changes.

None of the Company or the Placement Agent is making any representation to any person regarding the
legality of an investment in the Placement Shares and/or the Shares by such person under any
investment or any other laws or regulations. No information in this Offer Information Statement should
be considered to be business, legal or tax advice. Each prospective investor should consult his own
professional or other adviser for business, legal or tax advice regarding an investment in the Placement
Shares or the Shares.

The Placement Agent makes no representation, warranty or recommendation whatsoever as to the
merits of the Placement, the Placement Shares, the Company, the Group or any other matter related
thereto or in connection therewith.

Nothing in this Offer Information Statement or the accompanying documents shall be construed as a
recommendation to subscribe for the Placement Shares. Prospective subscribers of the Placement
Shares should rely on their own investigation of the financial condition and affairs of the Company and
the Group as well as their own appraisal and determination of the merits of investing in the Company
and the Group and shall be deemed to have done so.

By applying for the Placement Shares on the terms and subject to the conditions in this
document, each investor of the Placement Shares represents and warrants that he is not (i) a
Director or substantial shareholder of the Company (other than one that fulfills the criteria set
out in Rule 812(3) of the Listing Manual), (ii) an immediate family member of any persons
mentioned in (i), (iii) a substantial shareholder, related company (as defined in Section 6 of the
Companies Act), associated company or sister company of a substantial shareholder of the
Company, or (iv) a corporation in whose shares the Directors and substantial shareholders of
the Company have an aggregate interest of at least 10%.


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This Offer Information Statement and the accompanying documents have been prepared solely for the
purpose of the acceptance and subscription of the Placement Shares under the Placement by placees
to be identified by the Placement Agent, and may not be relied upon by any persons to whom these
documents are despatched by the Company or for any other purpose.

This Offer Information Statement may not be used for the purpose of, and does not constitute, an offer,
invitation to or solicitation by anyone in any jurisdiction or in any circumstances in which such an offer,
invitation or solicitation is unlawful or not authorised or to any person to whom it is unlawful to make
such an offer, invitation or solicitation. In addition, no action has been or will be taken in any jurisdiction
that would permit a public offering of the Placement Shares or the possession, circulation or distribution
of this Offer Information Statement or any other material relating to the Company or the Placement
Shares in any jurisdiction where action for that purpose is required. The Placement Shares may not be
offered or sold, directly or indirectly and neither this Offer Information Statement nor any other offering
material or advertisements in connection with the Placement Shares may be distributed or published in
or from any country or jurisdiction except, in each case, under circumstances that will result in
compliance with any applicable rules and regulations of any such country or jurisdiction. No information
in this Offer Information Statement should be considered to be business, legal or tax advice regarding
an investment in the Placement Shares.

The distribution of this Offer Information Statement and/or its accompanying documents may be
prohibited or restricted by law (either absolutely or subject to various securities requirements, whether
legal or administrative, being complied with) in certain jurisdictions under the relevant securities laws of
these jurisdictions. Shareholders or any other person having possession of this Offer Information
Statement and/or its accompanying documents are advised to keep themselves informed of and to
observe such prohibitions and restrictions.

Any discrepancies in the tables included herein between the listed amounts and totals thereof are due
to rounding.

The Placement Agent and certain of their affiliates may have performed investment banking and
advisory services for the Company and its affiliates from time to time for which they have received
customary fees and expenses. The Placement Agent may, from time to time, trade in the Companys
securities, engage in transactions with, and perform services for the Company and its affiliates in the
ordinary course of their business.

The financial statements for FY2011, FY2012, FY2013 and FY2014 (the "Financial Statements"), are
deemed incorporated into this Offer Information Statement by reference, are current only as at the dates
of such Financial Statements, and the incorporation of the Financial Statements by reference will not
create any implication that there has been no change in the affairs of the Company since the respective
dates of such Financial Statements or that the information contained in such Financial Statements is
current as at any time subsequent to their respective dates. Any statement contained in the Financial
Statements shall be deemed to be modified or superseded for the purposes of this Offer Information
Statement to the extent that a subsequent statement contained herein modifies or supersedes that
statement. Any such statement so modified or superseded shall not be deemed, except as so modified
or superseded, to form a part of this Offer Information Statement. Copies of the Financial Statements
are available for inspection during normal business hours at the registered office of the Company at 47
Sungei Kadut Avenue, Singapore 729670
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, from the date of this Offer Information Statement up to and
including the date falling six (6) months after the date of this Offer Information Statement.

Prospective investors are advised to obtain and read the documents incorporated by reference
herein before making their investment decision in relation to the Placement Shares.

Prospective investors should consult their own tax advisers regarding any tax consequences of
acquiring, owning or disposing of the Shares. It is emphasised that neither the Company nor any other
persons involved in the Placement accepts the responsibility for any tax effects or liabilities of the
acquisition, ownership or disposal of the Shares.

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By prior appointment only.


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CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS


All statements contained in this Offer Information Statement, statements made in public
announcements, press releases and oral statements that may be made by the Company or its
Directors, officers or employees acting on its behalf, that are not statements of historical fact, constitute
"forward-looking statements". Some of these statements can be identified by words such as, without
limitation, "anticipate", "believe", "could", "estimate", "expect", "forecast", "if", "intend", "may", "plan",
"possible", "probable", "project", "should", "will" and "would" or other similar words. However, these
words are not the exclusive means of identifying forward-looking statements. All statements regarding
the Groups expected financial position, operating results, business strategies, plans and prospects are
forward-looking statements.

These forward-looking statements, including but not limited to statements as to the Groups revenue
and profitability, prospects, future plans and other matters discussed in this Offer Information Statement
regarding matters that are not historical facts, are only predictions. These forward-looking statements
involve known and unknown risks, uncertainties and other factors that may cause the Groups actual
results, performance or achievements to be materially different from any future results, performance or
achievements expected, expressed or implied by such forward-looking statements.

Given the risks, uncertainties and other factors that may cause the Groups actual future results,
performance or achievements to be materially different from that expected, expressed or implied by the
forward-looking statements in this Offer Information Statement, undue reliance must not be placed on
these statements. The Groups actual results, performance or achievements may differ materially from
those anticipated in these forward-looking statements. Neither the Company, the Placement Agent nor
any other person represents or warrants that the Groups actual future results, performance or
achievements will be as discussed in those statements.

Further, the Company and the Placement Agent disclaim any responsibility to update any of those
forward-looking statements or publicly announce any revisions to those forward-looking statements to
reflect future developments, events or circumstances for any reason, even if new information becomes
available or other events occur in the future. Where such developments, events or circumstances occur
and are material, or are required to be disclosed by law and/or the SGX-ST, the Company may make an
announcement of the same to the SGX-ST and, if required, lodge a supplementary or replacement
document with the Authority. The Company is also subject to the provisions of the Listing Manual
regarding corporate disclosure.























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RISK FACTORS



Prospective investors should carefully consider and evaluate each of the following considerations
and all other information contained in this Offer Information Statement before deciding whether to
invest in the Placement Shares. The Group could be affected by a number of risks that may relate
to the industry in which the Group operates as well as those that may generally arise from, inter
alia, economics, business, market and political factors, including the risks set out herein. The risks
described below (which may be known or anticipated by the general public but are nevertheless
set out herein for information) are not intended to be exhaustive.

There may be additional risks not presently known to the Company, or that the Company may
currently deem immaterial, which could affect the Group's net sales or revenues, profitability,
liquidity, capital resources, profits, financial condition, results, business operations and/or
prospects and/or any investment in the Shares. If any of the following considerations and
uncertainties develop into actual events, the Group could be materially and adversely affected. In
that event, the trading price of the Shares could decline and investors may lose all or part of their
investment in the Shares.

RISKS RELATING TO THE OPERATIONS OF THE GROUP

The Company is currently a party to a scheme of arrangement and there is a possibility
that the Company may be wound up

As a result of the Companys financial difficulties in 2008, the Company sought a consensual
restructuring of its debt obligations with its creditors which subsequently led to the adoption of a
scheme of arrangement pursuant to Section 210 of the Companies Act (the Scheme)
sanctioned by the Court of Appeal of Singapore on 13 October 2010 (effective from 19 April 2010).
Under the Scheme, an event of default would occur if the Company defaults in paying interest
semi-annually (at an interest rate stipulated in the Scheme) to its Scheme creditors. In the event
of such default and the Scheme is terminated, or if the Scheme is terminated otherwise than by
reason of it having been completed or substantially completed, the Company may be wound up
and shareholders may not be able to recover the amount invested.

The Group has been loss-making and is in a negative equity position as at 31 March 2014

The Group has been loss-making mainly due to unrealised foreign exchange losses and was in a
negative equity position as at 31 March 2014. In addition, with the Scheme in place and the
uncertainty of economic outlook in the future, the Group expects the next 12 months to remain
challenging. There is no assurance that the Group's financial performance and financial position
will change or improve within any specified period of time.


The Group is dependent on its brand name products and any adverse publicity on such
brands may have a negative impact on the Group's performance and future prospects

The Group derives a significant portion of its revenues from the retail of electrical, electronic,
furniture and furnishings products. As such, the Group's retail business is largely dependent on
the goodwill of the brand name of its products, including the "AKIRA" brand of consumer
electronics products, furniture and furnishing brands such as Barang Barang, Castilla, Natural
Living, Novena, ModLiving and mattress brands such as Bedding Industry of America.
Establishing and maintaining a good reputation and brand name for quality products is therefore
important to maintaining the Group's existing customer base and increasing its new customer
base. The Group's reputation and brand names will in turn be dependent on the success of
continuing efforts to sell and market quality products. Failure to consistently deliver quality
products necessary to develop and maintain the reputation and the goodwill associated with the
Group's brand names may materially and adversely affect its ability to retain existing customers or
secure new customers or market segments, thereby hampering its future business growth.



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Although the Group places emphasis on the quality of its products, there may be complaints from
customers of its products from time to time in connection with any defects. Such negative publicity,
if any, regardless of their validity, may lead to a loss or diminution in the goodwill and the
commercial value of the Group's brand name products, which may materially and adversely affect
the Group's operating results and future prospects.

Product liability claims and adverse publicity in respect of defective goods sold in stores
could adversely affect the Group's reputation and financial prospects

The Group's business involves an inherent risk of product liability, product recall, adverse publicity
and exposure to public liability claims. Although the majority of the Group's concessionaires and
suppliers provide a written indemnity covering the full extent of any third party liability incurred
through operations and sales in the Group's stores, there is no assurance that the Group will be
successful in obtaining such indemnity payment or that the indemnity payment will fully cover all
of the Group's costs associated with the original liability. Additionally, while the Group currently
has product liability insurance covering property damage, bodily injury and death, there can be no
assurance that damage caused by defective goods sold in stores would always be covered
completely or at all, or that the Group's reputation and financial condition will not be adversely
affected in such event. This could lead to the erosion of consumer confidence in the Group's
brands and a subsequent reduction in sales. Such an event would be likely to have an adverse
effect upon the Groups business, financial condition, results of operations and prospects.

The Group is subject to changes in the sentiments of the electrical, electronics, furniture
and furnishings industries, consumer preferences and spending trends and may not be
able to implement effective marketing and branding strategies in relation thereto.

Demand for the electrical, electronics, furniture and furnishings products which the Group retails
and/or distributes is significantly dependent on consumer preferences and spending trends.
Consumer preferences and spending trends are influenced by external factors including, amongst
others, the state of the economy, the income level of consumers, and the markets demographic
profiles. A weak economy would in general lead to poor market sentiment, resulting in lower
consumer spending. This may in turn lead to a lower demand for the Group's brand of electrical,
electronics, and/or furniture and furnishings products, which would adversely affect the Group's
profitability.

The success and continued growth of the Group's business is dependent on its ability to establish
effective and versatile marketing and branding strategies which can identify and adapt quickly to
changes in consumer needs, behaviour and preferences, in order to maintain and increase its
customer base, to capture a bigger market share and increase its revenue. Any misjudgement in
assessing the Group's customers needs and changes in their preferences, or an inability to
structure marketing and branding strategies accordingly, could result in loss of sales.

The Group's prospects, financial position and profitability may be materially and adversely
affected in the event that it is unable to respond promptly to the changing requirements of the
consumer market or if it makes any inaccurate response to changing consumer preferences.

The Group faces competition from existing competitors and new entrants

The success of the Group depends on its ability to create designs for its electrical, electronics,
furniture and furnishings products with sufficient market appeal, cultivate customer loyalty, obtain
business through recommendations of previous customers, and the ability to offer products that
meet the demands of customers at competitive prices. The Group faces substantial competition
from competitors, some of whom have longer operating histories, a larger clientele, more
established relationships with their clients, greater brand name recognition and significantly
greater financial, technical, marketing and public relations resources than the Group. As a result,
the Group's competitors may be in a better position to respond more quickly to the changing
demands of the markets in which the Group operates or offer a range of products and services
that are comparable or superior to the Group's and at lower prices.

Any increase in competition could exert a negative impact on the pricing of the Group's products
(thus eroding profit margins), erode the Groups market share or make it more difficult to achieve
significant market penetration. If the Group is unable to compete effectively with existing and


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future competitors and adapt quickly to changing market conditions and trends, its business and
financial performance may be materially and adversely affected.

The Group may be affected by stock obsolescence

The Group's continued growth and success will depend in part on the range and variety of
electrical, electronics, furniture and furnishings products that it is able to offer to its customers.
Further, the electrical, electronics, furniture and furnishings retail industries are characterised by
frequent changes in market trends, consumer preferences, frequent development and
enhancement of existing products and introduction of new products. The Group may be unable to
source for and offer new or enhanced products in a timely manner in response to changing
market conditions or consumer requirements, or may be unable to promote or sell new products
which achieve market acceptance. As the above industries are characterised by rapid
technological changes and rapid product obsolescence, the value of the Groups unsold inventory
may decline quickly. In the event that the Group's products are not well received, it may not be
able to sell such products and its inventory may become obsolete. In such event, the Group may
either have to sell off such inventory at a lower value or write-off its inventory completely, which in
turn would result in a material adverse effect on the Group's operating results and profitability.

The Group may not be able to maintain its relationships with its suppliers

The Group is reliant on its long-standing and other suppliers for the provision of some of its
products. However, these relationships may not be able to be maintained in the long term. As a
result, the Group may not be able to leverage on its long-standing relationships to maintain the
existing terms from existing suppliers including rebates and joint marketing activities or exclusive
dealership arrangements (if any). If the Group is unable to maintain its supplier relationships, its
business and profitability may be materially and adversely affected.

Additionally, the range of products the Group is able to offer is, to some extent, dependent on its
suppliers. In particular, certain suppliers may carry distinctive or unique products that may not be
easily substituted with other products from alternative suppliers. If the Group is unable to secure
supplies for its retail products, or if suppliers are unwilling to supply the Group with their products,
its business and profitability may be materially and adversely affected.

The Group is exposed to economic and real estate market conditions in Singapore
(including uncertainties and instability in market conditions, increased competition in the
real estate market or commercial and retail properties market)

The Property, on which the Big Box Project (each as described in Part IV, paragraph 9c of this
Offer Information Statement) will be developed and constructed, is located in Singapore. As a
result, the Groups revenue and operations depend on the performance of the Singapore
economy. A decline in Singapores economy could adversely affect the Groups results of
operations and future growth. The performance of the Group may also be adversely affected by a
number of local real estate market conditions, such as the competitiveness of competing retail
properties or an oversupply of retail properties or reduced demand for retail properties. The
occurrence of any such adverse events may adversely affect the financial condition of the Group.

The Property may require significant capital expenditure beyond the Groups current
estimate and the Group may not be able to secure funding

The Property may require capital expenditure beyond the Groups current estimate for
development, refurbishment, renovation and improvements. The implementation of the
development of the Property or any asset enhancement initiatives in relation thereto, as well as
the time and costs required to complete the same, may be adversely affected by various factors,
including, but not limited to:

(i) delays or inability to obtain all necessary zoning, land use, building, development and other
required governmental and regulatory licences, permits, approvals and authorizations;

(ii) constructions risks, which include, delays in construction and cost overruns whether from
variation to original design plans or any other reason, a shortage or increase in the cost of
construction and building materials, equipment or labour as a result of rising commodity


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prices or inflation or otherwise, inclement weather conditions, unforeseen engineering,
environmental or geological problems, defective materials or building methods, default by
contractors and other third party service and goods providers of their obligations, or
financial difficulties faced by such persons, disputes between counterparties to a
construction or construction related contract, work stoppages, strikes, accidents, among
others;

(iii) the need to make significant capital expenditures without receiving revenue from these
properties until future periods;

(iv) possible shortage of available cash to fund construction and capital improvements and the
related possibility that financing for these capital improvements may not be available on
acceptable terms or at all; and

(v) uncertainties as to market demand or a loss of market demand by tenants and consumers
for the Big Box Project after construction or asset enhancement work has begun, whether
resulting from a downturn in the economy, a change in the surrounding environment of the
Property, including the location or operation of transportation hubs or the population
density, or otherwise.

The Property may also need to undergo redevelopment or other construction works from time to
time to retain its competitiveness and may also require unforeseen ad hoc maintenance or repairs
in respect of physical damage to the properties resulting from fire or other causes and design,
construction or other latent defects in the Property. Additionally, the costs of maintaining a retail
property and the risk of unforeseen maintenance or repair requirements tend to increase over
time as the building ages.

There can be no assurance that any or all of the current or future development or asset
enhancement projects affecting the Property, will be completed within the anticipated time frame
or budget, if at all, whether as a result of the factors specified above or for any other reason. The
inability to complete a major development or asset enhancement project within the anticipated
time frame and budget could have a material adverse effect on the Groups business, financial
condition, results of operations and prospects. In addition, significant pre-operating costs may be
incurred and there can be no assurance that these costs can be recovered within a brief period or
at all, and there may be a substantial length of time before a development or asset enhancement
project generates revenues and positive cash flows. The failure to adequately prepare for pre-
operating costs could adversely affect the Groups businesses, financial condition, results of
operations and prospects.

The Group faces significant concentration risks in relation to the operation of the Property

Upon completion of the Property, the Group will be its sole tenant and intends to operate several
different retail and warehousing businesses therein. To do so, the Group will be making significant
investments in the Property and will thereby face significant concentration risk. Additionally, the
Group will be being susceptible to a downturn in the micro-property market in which the Property
is comprised. An inability to profitably manage the businesses and operations in the Property
and/or a decline in the capital value of the Property may correspondingly have a material adverse
impact on the Group's financial condition, results of operations and prospects.

The Group is dependent upon its experienced and established management team to
operate its business

The management team plays a critical role in the Groups business and operations, and their
continued involvement in the Group is essential in ensuring the continued growth of the Group's
business. While the Company has taken out key management insurance for its two executive
officers (who are also substantial shareholders of the Company) and Personnel & Organisation
insurance for its Directors, the loss of the services of any of the Groups management team
without timely or suitable replacements, or at all, may nonetheless lead to the loss or deterioration
of management capability and important business relationships with the Groups suppliers and
customers. In such an event, the Group's results of operations and prospects may be materially
and adversely affected.



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The Group may be involved in legal and/or other proceedings arising from its operations
from time to time

The Group may from time to time be involved in disputes with various parties over the course of
its business operations, such as contractors, sub-contractors, suppliers, construction companies,
purchasers and tenants. These disputes may lead to legal and/or other proceedings, and may
cause the Group to incur additional costs and result in delays in meeting any applicable timelines.
In addition, the Group may have disagreements with regulatory bodies in the course of its
operations, which may subject it to administrative proceedings and unfavourable orders, directives
or decrees that may result in financial losses and cause delay to the construction or completion of
its projects.

As at the Latest Practicable Date, the Group is involved in two civil proceedings which may have a
material effect on its financial position or profitability. One involves a claim by a construction
company formerly engaged by the Group, and the other involves the Group's former independent
financial advisor and scheme manager of the Scheme. Please see Part VI, paragraph 9f of this
Offer Information Statement for further details.


RISKS RELATING TO LAWS AND REGULATIONS

The Groups properties or any part of them may be acquired compulsorily

The Land Acquisition Act, Chapter 152 of Singapore (the Land Acquisition Act) gives the
Singapore Land Authority the power to acquire any land in Singapore:

(i) for any public purpose;

(ii) where the acquisition is of public benefit or of public utility or in the public interest; or

(iii) for any residential, commercial or industrial purposes.

In the event that the Property is acquired compulsorily, the compensation to be awarded would be:

(i) the market value of the Property as at the date of the publication in the Government
Gazette of the notification of the likely acquisition of the land (provided that within six
months from the date of publication, a declaration of intention to acquire is made by
publication in the Government Gazette); or

(ii) the market value of the Property as at the date of publication in the Government Gazette of
the declaration of intention to acquire.

The market value of a property (or part thereof) which is acquired by the Singapore Land Authority
may be less than the price which the Issuer paid for the Property. In the event that the Property is
acquired compulsorily, this will result in the termination of the Big Box Project. This will adversely
affect the Groups business, financial condition and results of operations.

The Jurong Town Corporation (JTC) has announced that all new leases from JTC as well
as transfers of JTC properties by owners should give JTC the right to buy the relevant
property should the owner decide to sell the property in the future

With effect from 15 April 2010, in order to facilitate overall land use planning and development
needs in Singapore, agreements providing for new leases from JTC as well as transfers of JTC
properties by owners should give JTC the right to buy the relevant property should the owner
decide to sell the property in the future (excluding sale and lease-back transactions and
mortgagee sales) at market value.

JTC has imposed such a right to buy on the Property as a condition for the transfer of the
Property to its lessee, Big Box Pte. Ltd., a subsidiary of the Company. According to JTC, this
policy was imposed because land in Singapore is scarce and the constant rejuvenation of land
use is essential to optimise land use in Singapore. There is currently no certainty or clarity as to


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how JTC will implement this policy, which may have an impact on the Groups ability to acquire
properties or dispose of its properties.


RISKS RELATING TO INVESTMENT IN THE SHARES AND THE PLACEMENT SHARES

The issuance of Shares pursuant to the Scheme or to raise funds for the Company's
operations and future growth will dilute Shareholders' equity interest and may affect the
price of the Shares

The Company is obliged, pursuant to the Scheme, to offer to its Scheme creditors the option to
convert a certain number of redeemable convertible shares into new Shares, based on the
formula as set out in paragraph 7 of Schedule B of the Scheme document (as amended from time
to time) on an annual basis. Investors should be aware that they will face dilution of their
shareholdings each time this obligation under the Scheme arises and may also have an effect on
the price of the Shares.

The Company may, shortly after the Placement or in the future, expand its capabilities and
business through acquisitions, joint ventures or strategic partnerships with other parties and/or
require additional capital to cover financing costs, capital expenditure and working capital
requirements for its business and operations, including the Big Box Project. This may require
additional debt (such as through bank loans or through accessing the debt capital markets) or
equity funding (such as through further placements, rights issues or a preferential offering) after
the Placement and shareholders may face immediate dilution of their shareholdings should the
Company issue new Shares in this respect and such issuances or the perception that such
issuances may occur may also have a downward pressure on the price of the Shares.

Additionally, any substantial sale of the Shares over a short period of time by any of our
substantial shareholders or the perception that such sales may occur may also cause the
Company's Share price to fall. These factors also affect the Company's ability to issue additional
equity securities.

The price of the Shares may be volatile, which could result in substantial losses for
investors subscribing for the Placement Shares

The market price of the Shares may be highly volatile and could fluctuate significantly and rapidly
in response to, among others, the following factors, some of which are beyond the Companys
control:

(i) variations in its results of operations;

(ii) success of or failure of the management team in implementing the Scheme and business
and growth strategies;

(iii) gain or loss of an important business relationship;

(iv) changes in conditions affecting the industry, the general economic conditions or stock
market sentiments or other events and factors;

(v) changes in market valuations and share prices of companies with similar businesses to the
Company;

(vi) additions or departures of key personnel;

(vii) fluctuations in stock market prices and volume; or

(viii) involvement in litigation.

In the event that the market price of the Shares fall, this could adversely affect the Groups
business, financial condition and results of operations.




12
The Company does not intend to, and is constrained from, paying dividends on Shares at
any time in the foreseeable future

The Company does not currently intend to pay dividends to Shareholders and its Board of
Directors may not declare a dividend. The Company is not legally or contractually required to pay
dividends and any determination to pay dividends in the future will be entirely at the discretion of
its Board of Directors and will depend upon its results of operations, cash requirements, financial
condition, business opportunities, contractual restrictions, restrictions imposed by applicable law
and other factors that its Board of Directors deem relevant. In addition, pursuant to the Scheme,
the Company is constrained from paying dividends to Shareholders in the near future. Investors
should therefore not anticipate receiving dividends with respect to the Shares.




13
TABLE OF CONTENTS

Page

IMPORTANT NOTES ................................................................................................... 3
CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS ............................... 5
RISK FACTORS ........................................................................................................... 6
DEFINITIONS ............................................................................................................. 14
PART II: IDENTITY OF DIRECTORS, ADVISERS AND AGENTS ............................. 18
Directors .................................................................................................................. 18
Advisers .................................................................................................................. 19
Registrars and Agents ............................................................................................. 20
PART III: OFFER STATISTICS AND TIMETABLE ..................................................... 20
Offer Statistics ......................................................................................................... 20
Method and Timetable ............................................................................................ 20
PART IV: KEY INFORMATION................................................................................... 23
Use of Proceeds from Offer and Expenses Incurred ............................................... 23
Information on the Relevant Entity .......................................................................... 26
PART V: OPERATING AND FINANCIAL REVIEW AND PROSPECTS ..................... 32
Operating Results ................................................................................................... 32
Financial Position .................................................................................................... 35
Liquidity and Capital Resources .............................................................................. 37
Significant Changes ................................................................................................ 42
PART VI: THE OFFER AND LISTING ........................................................................ 42
Offer and Listing Details .......................................................................................... 42
Plan of Distribution .................................................................................................. 45
PART VII: ADDITIONAL INFORMATION ................................................................... 47
Statements by Experts ............................................................................................ 47
Consents from Issue Managers and Underwriters .................................................. 48
Other Matters .......................................................................................................... 48
PART VIII: ADDITIONAL INFORMATION REQUIRED FOR OFFER OF
DEBENTURES OR UNITS OF DEBENTURES .......................................................... 48
PART IX: ADDITIONAL INFORMATION REQUIRED FOR CONVERTIBLE
DEBENTURES ........................................................................................................... 48
PART X: ADDITIONAL INFORMATION REQUIRED FOR OFFER OF SECURITIES
BY WAY OF RIGHTS ISSUE...................................................................................... 48

14
DEFINITIONS

In this Offer Information Statement, the following definitions apply throughout unless the
context otherwise requires or unless otherwise stated:

General

"Accounts" : The unaudited consolidated financial statements of the
Group for the financial year ended 31 March 2014
prepared in accordance with the provisions of the
Companies Act and the Singapore Financial Reporting
Standards and on a consistent basis in accordance with
accounting principles, standards and practices generally
accepted in Singapore and includes the relevant balance
sheet, and profit and loss account

"Allottee(s)" : The person(s) to whom the Placement Shares are to be
allotted in accordance with the Placement Agreement

"Associated Company" : In relation to an entity, means:

(a) any corporation, other than a subsidiary of the
entity, in which:

(i) the entity or one or more of its
subsidiaries or subsidiary entities has;

(ii) the entity, one or more of its subsidiaries
and one or more of its subsidiary entities
together have;

(iii) the entity and one or more of its
subsidiaries together have;

(iv) the entity and one or more of its
subsidiary entities together have; or

(v) one or more of the subsidiaries of the
entity and one or more of the subsidiary
entities of the entity together have,

a direct interest in voting shares of not less than
20.0 per cent. but not more than 50.0 per cent. of
the total votes attached to all voting shares in the
corporation; or

(b) any corporation, other than a subsidiary of the
entity or a corporation which is an associated
company of the entity by virtue of paragraph (a),
the policies of which:

(i) the entity or one or more of its
subsidiaries or subsidiary entities;

(ii) the entity together with one or more of its
subsidiaries and one or more of its
subsidiary entities;

(iii) the entity together with one or more of its
subsidiaries;

15

(iv) the entity together with one or more of its
subsidiary entities; or

(v) one or more of the subsidiaries of the
entity together with one or more of the
subsidiary entities of the entity,

is or are able to control or influence materially

Authority : The Monetary Authority of Singapore

Big Box Project : The Company's warehouse retail project located at 1
Venture Avenue, Singapore 602185 in the Jurong region
of Singapore and the businesses and operations therein

"CDP" : The Central Depository (Pte) Limited

"Commission" : The amount of S$500,000, inclusive of expenses
incurred by the Placement Agent under the Placement
(excluding applicable Goods and Services Tax thereon)
payable by the Company to the Placement Agent

"Companies Act" : The Companies Act, Chapter 50 of Singapore, as
amended or modified from time to time

"Company" : TT International Limited

"Completion Date" : The date falling three (3) Market Days after the date on
which the last in time of the conditions to the completion
of the Placement is satisfied (or such other date as the
Company and the Placement Agent may agree) but in
any event being a date not later than the Cut-off Date

"Cut-off Date" : A date not more than 30 days after the date of the
Placement Agreement or such other date as the
Company and the Placement Agent may agree in writing

"Directors" : The directors of the Company, as at the date of this Offer
Information Statement

"FY" Financial year ended or ending (as the case may be) 31
March

"Group" : The Company and its Subsidiaries

"Latest Practicable Date" : 13 June 2014, being the latest practicable date prior to
the lodgment of this Offer Information Statement with the
MAS

"Listing Manual" : The Listing Manual of the SGX-ST, as amended or
modified from time to time

"LPS" : Loss per Share

"Market Day" : Any day (other than a Saturday, Sunday or gazetted
public holiday) on which commercial banks are open for
business in Singapore and the SGX-ST is open for
trading in securities


16
"Offer Information Statement" : This offer information statement issued by the Company
in connection with the Placement, which complies as to
form and content with the Sixteenth Schedule of the
Securities and Futures (Offers of Investments) (Shares
and Debentures) Regulations 2005 and lodged with the
Authority pursuant to Section 277 of the Securities and
Futures Act

"Placement" : The proposed placement of the Placement Shares at the
Placement Price by the Placement Agent on a best
efforts basis pursuant to the Placement Agreement

"Placement Agent" : CIMB Securities (Singapore) Pte. Ltd.

"Placement Agreement" : The placement agreement entered into between the
Company and the Placement Agent on 16 June 2014 in
relation to the Placement

"Placement Price" : S$0.1545 per Placement Share

Placement Proceeds : The aggregate Placement Price for all the Placement
Shares

"Placement Shares" : Up to 167,300,000 new Shares to be issued by the
Company pursuant to the Placement

Property : The Company's plot of land located at 1 Venture Avenue
Singapore 602185

"Securities and Futures Act" : Securities and Futures Act, Chapter 289 of Singapore,
as amended or modified from time to time

"SGXNET" : A system network used by listed companies to send
information and announcements to the SGX-ST or any
other system network prescribed by the SGX-ST

"SGX-ST" : Singapore Exchange Securities Trading Limited

"Shares" : Ordinary shares in the share capital of the Company

"Significant Subsidiary" : An active subsidiary of the Company which holds assets
and contributes less than 20.0% of the total revenue and
assets of the consolidated financial statements of the
Group

Subscribers : The subscribers of the Placement Shares to be procured
by the Placement Agent pursuant to the Placement
Agreement

"Subsidiary" : Has the meaning ascribed to it in Section 5 of the
Companies Act

Substantial Shareholder : A person who holds directly or indirectly 5.0% or more
of the total issued share capital of the Company


Currencies, Units and Others

"S$", "$", "Singapore cents"
or "Singapore Dollar"
: The lawful currency of the Republic of Singapore

17

"%" or "per cent" : Per centum or percentage

The terms "Depositor", "Depository Agent" and "Depository Register" shall have the same
meanings ascribed to them in Section 130A of the Companies Act.

Words importing the singular shall, where applicable, include the plural and vice versa and
words importing the masculine gender shall, where applicable, include the feminine and
neuter genders and vice versa. References to persons shall, where applicable, include
corporations. Any reference to a time of day and to dates in this Offer Information Statement
is made by reference to Singapore time and dates unless otherwise stated.

Any reference in this Offer Information Statement to any enactment is a reference to that
enactment for the time being amended or re-enacted. Any term defined under the Companies
Act, the Securities and Futures Act or the Listing Manual or such statutory modification
thereof and used in this Offer Information Statement shall, where applicable, have the
meaning ascribed to it under the Companies Act, the Securities and Futures Act or the Listing
Manual or such statutory modification thereof, as the case may be, unless otherwise
provided.

Any discrepancy in the figures included in this Offer Information Statement between the
amounts listed and totals thereof is due to rounding. Accordingly, figures shown as totals in
this Offer Information Statement may not be an arithmetic aggregation of the figures that
precede them.

18
PART II: IDENTITY OF DIRECTORS, ADVISERS AND AGENTS

Directors


1. Provide the names and addresses of each of the directors or equivalent persons
of the relevant entity.


Name Position

Address

Sng Sze Hiang Chairman and Chief
Executive Officer

47 Sungei Kadut Avenue,
Singapore 729670
Tong Jia Pi Julia Executive Director

47 Sungei Kadut Avenue,
Singapore 729670

Yap Hock Soon Executive Director

47 Sungei Kadut Avenue,
Singapore 729670

Raymond Koh Bock Swi

Independent Director

47 Sungei Kadut Avenue,
Singapore 729670

Ng Leok Cheng Independent Director

47 Sungei Kadut Avenue,
Singapore 729670

Yo Nagasue Independent Director 47 Sungei Kadut Avenue,
Singapore 729670






























19
Advisers


2. Provide the names and addresses of
(a) the issue manager to the offer, if any;
(b) the underwriter to the offer, if any; and
(c) the legal adviser for or in relation to the offer, if any.


























(a) the issue manager to the offer:
Not applicable

(b) the underwriter to the offer:
Not applicable.
(c) the legal adviser for or in relation to the offer:
Legal Adviser to
the Company
WongPartnership LLP
12 Marina Boulevard Level 28
Marina Bay Financial Centre Tower 3
Singapore 018982

Legal Advisers to
the Placement
Agent

TSMP Law Corporation
6 Battery Road
Level 41
Singapore 049909


(d) the placement agent to the offer:
CIMB Securities (Singapore) Pte. Ltd.
50 Raffles Place
#19-00 Singapore Land Tower
Singapore 048623

20
Registrars and Agents


3. Provide the names and addresses of the relevant entitys registrars, transfer
agents and receiving bankers for the securities being offered, where applicable.


Share Registrar and
Transfer Agent
M&C Services Private Limited
112 Robinson Road
#05-01
Singapore 068902

Receiving Bank Not applicable


PART III: OFFER STATISTICS AND TIMETABLE

Offer Statistics


1. For each method of offer, state the number of the securities being offered.


Placement : Up to 167,300,000 Placement Shares, representing up to
approximately 19.99% of the issued and paid-up share
capital of the Company (excluding treasury shares) of
836,826,542 Shares as at the date of lodgment of this
Offer Information Statement. Assuming that the Placement
Agent procures Subscribers for all the Placement Shares,
the Placement Shares would represent approximately
16.66% of the enlarged issued and paid-up share capital of
the Company (excluding treasury shares) of 1,004,126,542
Shares immediately after the Placement.

Status of Placement
Shares
: The Placement Shares, when allotted and issued, will be
free from all claims, charges, liens and other
encumbrances and will rank pari passu in all respects with
and shall carry all rights similar to the existing Shares
except that they will not rank for any dividend, right,
allotment or other distributions, the record date for which
falls on or before the date of issue of the Placement
Shares.

Method and Timetable


2. Provide the information referred to in paragraphs 3 to 7 of this Part to the
extent applicable to
(a) the offer procedure; and
(b) where there is more than one group of targeted potential investors
and the offer procedure is different for each group, the offer
procedure for each group of targeted potential investors.


Noted.




21
3. State the time at, date on, and period during which the offer will be kept
open, and the name and address of the person to whom the purchase or
subscription applications are to be submitted. If the exact time, date or
period is not known on the date of lodgment of the offer information
statement, describe the arrangements for announcing the definitive time,
date or period. State the circumstances under which the offer period may be
extended or shortened, and the duration by which the period may be
extended or shortened. Describe the manner in which any extension or early
closure of the offer period shall be made public.


Pursuant to the Placement Agreement, the Placement Agent has agreed to procure
the subscription and payment for up to 167,300,000 Placement Shares at the
Placement Price on a best efforts basis, subject to the terms and conditions of the
Placement Agreement.

Completion of the Placement is conditional upon, inter alia,

(a) approval-in-principle for the listing and quotation of the Placement Shares on
the SGX-ST being obtained from the SGX-ST and not having been revoked
or amended and, where such approval is subject to conditions, such
conditions being acceptable to the Placement Agent, and to the extent that
any conditions for the listing and quotation of the Placement Shares on the
SGX-ST are required to be fulfilled on or before Completion Date, they are so
fulfilled;

(b) the lodgment of this Offer Information Statement with the Authority;

(c) the allotment, issue and subscription of the Placement Shares not being
prohibited by any statute, order, rule, regulation or directive promulgated or
issued after the date of the Placement Agreement by any legislative,
executive or regulatory body or authority of Singapore (including without
limitation, the SGX-ST, the Authority and/or the Securities Industry Council)
which is applicable to the Company or the Placement Agent,

(d) the Company having the full authority for the allotment and issuance of the
Placement Shares and such authority being in full force and effect and not
having been revoked, cancelled, terminated or varied on the Completion
Date, and

(e) a director of the Company certifying, on behalf of the Company, that as at the
Completion Date, there has been no material adverse change in the condition
(financial or otherwise) of the Company or the Group or any development
likely to result in a material adverse change in the condition, financial or
otherwise, of the Company or the Group from that set forth in the Accounts or
existing as at the date of the Placement Agreement nor any breach of any of
the representations, warranties, undertakings or obligations by the Company
nor has any event occurred, or any fact been discovered, rendered untrue or
incorrect in any respect as at the Completion Date, any of the warranties or
representations contained in the Placement Agreement as if they were
repeated on and as of the date thereof; and

(f) there not having occurred, in the reasonable opinion of the Placement Agent,
any material adverse change, or any development likely to involve a
prospective material adverse change, whether or not arising from
transactions in the ordinary course of business, subsequent to the date of the
Placement Agreement which, in the opinion of the Placement Agent, is or is
likely to be materially adverse in the context of the Placement or is likely to
prejudice materially the success of the Placement or dealings in the
Placement Shares in the secondary market.

22

Pursuant to the Placement Agreement, the Company has undertaken, inter alia, that
(i) it shall not, from the date of the Placement Agreement and up to 30 days from the
Completion Date without the prior written consent of the Placement Agent (such
consent not to be unreasonably withheld or delayed), issue any marketable securities
(in the form of, or represented or evidenced by, bonds, notes, debenture, including
but not limited to any option granted or shares issued under any option scheme,
share performance or share award plan adopted or to be adopted) or shares or
options or thereof or declare or distribute any dividend or vary, alter, subdivide or
otherwise do anything to its capital structure (issued or otherwise), and (ii) it shall
procure that Sng Sze Hiang and Tong Jia Pi Julia, two of the shareholders of the
Company, shall deliver to the Placement Agent an undertaking not to and, where
applicable, to procure such relevant party not to, at any time in the period from the
date of the Placement Agreement and up to 30 days from the Completion Date
without the prior written consent of the Placement Agent (such consent not to be
unreasonably withheld or delayed), directly or indirectly offer, sell, contract to sell,
realise, transfer, assign, pledge, grant any option, right or warrant to purchase, grant
any security over, lend, hypothecate or encumber or otherwise transfer or dispose of,
all or any of their respective legal and/or beneficial shareholdings, whether direct or
indirect, in the Company as at the date of the Placement Agreement.

Completion of the Placement is to take place on the date falling three (3) Market Days
after the date on which the last in time of the conditions to the completion of the
Placement is satisfied (or such other date as the Company and the Placement Agent
may agree in writing) but in any event being a date not later than the Cut-off Date. In
the event that any of the conditions to the completion of the Placement is not satisfied
within the Cut-off Date, the Placement Agreement will terminate and neither party
shall have any claim against the other for costs, expenses, damages, losses,
compensation or otherwise, save that the Company shall remain liable for indemnities
and the payment of costs and expenses already incurred by the Placement Agent up
to the date of the termination.



4. State the method and time limit for paying up for the securities and, where
payment is to be partial, the manner in which, and dates on which, amounts
due are to be paid.


Completion of the Placement is to take place on the date falling three (3) Market Days
after the date on which the last in time of the conditions to the completion of the
Placement is satisfied (or such other date as the Company and the Placement Agent
may agree in writing) but in any event being a date not later than the Cut-off Date.

On completion of the Placement, the Placement Agent is required to pay and/or
procure payment to the Company the aggregate Placement Price of the Placement
Shares subscribed for, less the Commission in connection with the Placement (and if
applicable, any tax thereon), by bank transfer to such account of the Company with
such bank in Singapore as the Company may designate in writing or by cashier's
order or bank draft issued by a licensed bank in Singapore made out in favour of the
Company or the remittance transfer by the MAS electronic payments system made
out to the Company's account on the Completion Date.

In the event that any of the conditions to the completion of the Placement is not
satisfied within the Cut-off Date, the Placement Agreement will terminate and neither
party shall have any claim against the other for costs, expenses, damages, losses,
compensation or otherwise, save that the Company shall remain liable for indemnities

23
and the payment of costs and expenses already incurred by the Placement Agent up
to the date of the termination.

The Placement Shares will be fully paid-up. Accordingly, partial payment is not
relevant in the context of the Placement.



5. State, where applicable, the methods of and time limits for

(a) the delivery of the documents evidencing title to the securities being
offered (including temporary documents of title, if applicable) to
subscribers or purchasers; and

(b) the book-entry transfers of the securities being offered in favour of
subscribers or purchasers.


Under the terms of the Placement Agreement, upon, among other terms, the payment
by the Placement Agent of the net proceeds of the Placement in the manner
described in paragraph 4 of this Part above, the Company shall allot and issue the
Placement Shares to the scrip allottee(s) and/or CDP for the account of the
Subscribers and/or their respective nominees as notified by the Placement Agent and
deliver the share certificates in respect of the Placement Shares registered in the
name of the scrip allottee(s) and/or CDP.



6. In the case of any pre-emptive rights to subscribe for or purchase the
securities being offered, state the procedure for the exercise of any right of
preemption, the negotiability of such rights and the treatment of such rights
which are not exercised.


There are no pre-emptive rights to subscribe for the Placement Shares.



7. Provide a full description of the manner in which results of the allotment or
allocation of the securities are to be made public and, where appropriate, the
manner for refunding excess amounts paid by applicants (including whether
interest will be paid).


The Placement Agent will procure Subscribers, on a best efforts basis, pursuant to
the Placement Agreement. The Company will announce the completion of the
Placement (including the number of Placement Shares for which the Placement
Agent has procured subscription for) on the SGXNET.

No excess amounts are expected to be received in respect of the Placement Shares.


PART IV: KEY INFORMATION

Use of Proceeds from Offer and Expenses Incurred


1. In the same section, provide the information set out in paragraphs 2 to 7 of this
Part.

24


Noted.



2. Disclose the estimated amount of the proceeds from the offer (net of the
estimated amount of expenses incurred in connection with the offer) (referred
to in this paragraph and paragraph 3 of this Part as the net proceeds). Where
only a part of the net proceeds will go to the relevant entity, indicate the
amount of the net proceeds that will be raised by the relevant entity. If none of
the proceeds will go to the relevant entity, provide a statement of that fact.


Assuming that the Placement Agent procures Subscribers for all the Placement
Shares, the estimated amount of net proceeds from the Placement (Net Proceeds),
after deducting the Commission of S$500,000 and other expenses incurred in
connection with the Placement of approximately S$547,000, is expected to be up to
approximately S$24.8 million.

All the Net Proceeds will go to the Company.



3. Disclose how the net proceeds raised by the relevant entity from the offer will
be allocated to each principal intended use. If the anticipated proceeds will
not be sufficient to fund all of the intended uses, disclose the order of
priority of such uses, as well as the amount and sources of other funds
needed. Disclose also how the proceeds will be used pending their eventual
utilisation for the proposed uses. Where specific uses are not known for any
portion of the proceeds, disclose the general uses for which the proceeds
are proposed to be applied. Where the offer is not fully underwritten on a firm
commitment basis, state the minimum amount which, in the reasonable
opinion of the directors or equivalent persons of the relevant entity, must be
raised by the offer of securities.


The Placement will allow the Company to raise estimated Net Proceeds of up to
approximately S$24.8 million (after deducting the Commission and other expenses
incurred by the Company in connection with the Placement and assuming that the
Placement Agent procures Subscribers for all the Placement Shares).

The Net Proceeds will be allocated as follows:

(i) approximately 60.4% of the Net Proceeds will be utilised for capital
expenditure (such as, to acquire, install and/or implement equipment and IT
infrastructure) of the Big Box Project; and

(ii) the balance of the Net Proceeds will be utilised for the financing costs and
working capital requirements of the Big Box Project.

Pending the deployment of the Net Proceeds, such proceeds may be deposited with
banks and/or financial institutions or invested in short term money markets and/or
marketable securities, as the Directors may deem appropriate in the interests of the
Group.

Pursuant to the Placement Agreement, the Placement Agent has agreed to procure
Subscribers for the Placement Shares at the Placement Price on a best efforts basis.
Accordingly, the Placement is not underwritten on a firm commitment basis.


25
In the reasonable opinion of the Directors, no minimum amount must be raised from
the Placement.



4. For each dollar of the proceeds from the offer that will be raised by the
relevant entity, state the estimated amount that will be allocated to each
principal intended use and the estimated amount that will be used to pay for
expenses incurred in connection with the offer.


The proportion of the Net Proceeds that will be allocated to the principal intended use
as set out in Paragraph 3 of this Part IV (Key Information) above, and the estimated
amount that will be used to pay for expenses incurred in connection with the
Placement (assuming that the Placement Agent procures subscribers for all the
Placement Shares) is set out below:
Intended uses Approximate amount
(S$ million)
Estimated amount
allocated for each S$


Capital expenditure (such as,
to acquire, install and/or
implement equipment and IT
infrastructure) of the Big Box
Project

15.00

0.58

Financing costs and working
capital requirements of the Big
Box Project
9.8 0.38

Commission

0.50

0.02

Other expenses

0.55

0.02

Total
25.8 1.00



5. If any of the proceeds to be raised by the relevant entity will be used, directly
or indirectly, to acquire or refinance the acquisition of an asset other than in
the ordinary course of business, briefly describe the asset and state its
purchase price. If the asset has been or will be acquired from an interested
person of the relevant entity, identify the interested person and state how the
cost to the relevant entity is or will be determined.

None of the Placement Proceeds will be used to acquire or refinance the acquisition
of assets other than in the ordinary course of business.



6. If any of the proceeds to be raised by the relevant entity will be used to
finance or refinance the acquisition of another business, briefly describe the
business and give information on the status of the acquisition.


None of the Placement Proceeds will be used to finance or refinance the acquisition
of another business.

26



7. If any material part of the proceeds to be raised by the relevant entity will be
used to discharge, reduce or retire the indebtedness of the relevant entity or,
if the relevant entity is the holding company or holding entity of a group, of
the group, describe the maturity of such indebtedness and, for indebtedness
incurred within the past year, the uses to which the proceeds giving rise to
such indebtedness were put.


None of the Placement Proceeds will be used to discharge, reduce or retire the
indebtedness of the Group.



8. In the section containing the information referred to in paragraphs 2 to 7 of
this Part or in an adjoining section, disclose the amount of discount or
commission agreed upon between the underwriters or other placement or
selling agents in relation to the offer and the person making the offer. If it is
not possible to state the amount of discount or commission, the method by
which it is to be determined must be explained.


Commission : The amount of S$500,000 inclusive of
expenses incurred by the Placement Agent
under the Placement (excluding applicable
Goods and Services Tax thereon) is payable
by the Company to the Placement Agent
pursuant to the Placement Agreement


Information on the Relevant Entity


9a. the address and telephone and facsimile numbers of the relevant entitys
registered office and principal place of business (if different from those of its
registered office);


Registered office and principal place of business
Address : 47 Sungei Kadut Avenue, Singapore 729670
Tel : (65) 6793 0110
Fax : (65) 6668 0798


9b. the nature of the operations and principal activities of the relevant entity or, if
it is the holding company or holding entity of a group, of the group;


The Company was incorporated in Singapore on 19 October 1984 as a private
company limited by shares under the name Thidar Theingi Importers & Exporters Pte
Ltd to sell electrical, electronics and telecommunication products. In 2000, the
Company converted into a public company limited by shares and assumed its current
name. The Company was listed on the Main Board of the SGX-ST on 22 June 2000.

27

The Group is principally engaged in the trade and export of consumer electronics and
also develops "AKIRA", its house brand of consumer electronics. The Group also
provides warehousing and logistics services, retailing of consumer electronics, home
furniture and beddings, and, home furnishing services.

As at the Latest Practicable Date, the Company has the following Significant
Subsidiaries:

Significant Subsidiaries

Name of Significant
Subsidiary
Country of
Incorporation
Effective
Interest
held (%)
Principal Activities
Akira Corporation Pte. Ltd.

Singapore 100.0 Trading in electrical and electronics
products

Big Box Pte. Ltd.

Singapore 75.0 Property investment and management
and rental of leasehold building
Big Box Singapore Pte. Ltd.

Singapore 100.0 Warehouse retail
Castilla Design Pte. Ltd.

Singapore 100.0 Property investment and management
and rental of leasehold building

Furniture & Furnishings Pte.
Ltd.

Singapore 100.0 Retail, wholesale and export of
furniture and furnishing products
Novena Furnishing Centre Pte.
Ltd.

Singapore 100.0 Property investment and management
and rental of leasehold building

PT Electronic Solution Indonesia 100.0 Trading and retailing of electrical and
electronics products as well as
furniture and furnishing products

Tainahong Trading Limited

Hong Kong 100.0 Trading of electrical and electronics
products

Food Global Pte Ltd (formerly
Tech Global Pte. Ltd.)

Singapore 100.0 Food and beverage, restaurants and
food outlet operations

TTA Holdings Ltd Australia 85.5 Investment holding

Subsidiary of TTA Holdings
Ltd


TEAC Australia Pty Ltd Australia 100.0 Distribution of electrical products




9c. the general development of the business from the beginning of the period
comprising the 3 most recent completed financial years to the latest
practicable date, indicating any material change in the affairs of the relevant
entity or the group, as the case may be, since

(i) the end of the most recent completed financial year for which financial
statements of the relevant entity have been published; or

(ii) the end of any subsequent period covered by interim financial
statements, if interim financial statements have been published;


KEY DEVELOPMENTS IN FY2012


28
On 4 January 2012, the Company entered into a non-binding heads of agreement
(Heads of Agreement) with Lucrum Development (Singapore) Pte Ltd (LD), a
wholly-owned subsidiary of Lucrum Capital Pte. Ltd. (LC), relating to LDs proposed
investment in Big Box Pte. Ltd. (BB), a wholly-owned subsidiary of the Company. It
was contemplated that LC would undertake to procure the provision of not less than
S$200 million as funds for the development of the Property, in relation to which the
Company entered into a building agreement with the Jurong Town Corporation.


KEY DEVELOPMENTS IN FY2013

In relation to the Heads of Agreement dated 4 January 2012, on 5 April 2012, the
Company, BB, LD and LC entered into an investment framework agreement (IFA).
The IFA would have enabled the Company to raise S$200 million to construct and
develop the Big Box Project to be built on the Property. However, the IFA was
conditional upon the satisfaction of certain conditions precedent, which ultimately
were not fulfilled by the relevant date. Accordingly, the IFA was automatically
terminated.

On 12 December 2012, the Company entered into an investment agreement (the
Investment Agreement) with BB, Prima BB Limited (Prima) and Utraco
Investment Pte Ltd (Utraco) for (i) Prima and Utraco to inject into BB a combined
financial commitment of S$92 million to complete the construction and development
of the Big Box Project; and (ii) for the Company to assign its interest in the Property to
BB on the date of completion of the Investment Agreement. The Investment
Agreement was completed on 26 February 2013. Pursuant to the Investment
Agreement, BB granted options to Prima and Utraco to subscribe for 24% of BBs
equity interest. These options can be exercised in the three month period after the
second anniversary of the Investment Agreement. Assuming full exercise of the
options, the equity holders of BB will comprise the Company (51%), Prima (18.6%)
and Utraco (30.4%). If such options are not exercised, the Company will hold 75% of
the equity interest in BB, with the remaining 25% held by Prima and Utraco.


KEY DEVELOPMENTS IN FY2014

On 24 April 2013, BB entered into a facility agreement (the Facility Agreement)
with The Great Eastern Life Assurance Company Limited and The Overseas
Assurance Corporation Limited as the lenders and Oversea-Chinese Banking
Corporation Limited as the co-ordinator, agent and security trustee for a loan facility
of up to S$125 million. The Facility Agreement was entered into for the purposes of
financing, inter alia, the payment of the project costs and financing costs in relation to
the construction of the Big Box Project.

On 12 March 2014, the Company announced that it expects Big Box to be opened in
the fourth quarter of 2014. Big Box is the largest and the last of four warehouse retail
projects approved by the Economic Development Board under the Warehouse Retail
Scheme. As at the Latest Practicable Date, Big Box is 75% held by the Company with
the balance held by Utraco and Prima.

On 13 March 2014, Furniture & Furnishings Pte. Ltd. (F&F), a wholly-owned
subsidiary of the Company, and Habitat, a French manufacturer and specialist in
designer homeware and interior decoration, signed a 15-year master franchise
agreement (MF) for the Asia Pacific covering a total 15 countries in the region.
Under the MF, F&F agreed to, inter alia, open four Habitat stores in Singapore,
Indonesia, Taiwan and Brunei by the end of 2015. The first Habitat store in Singapore
is scheduled to open by the end of 2014 in Big Box.

On 31 March 2014, the Company conducted a strategic review of its business and
operations. The Company believes that continuing with its global trading and

29
distribution, and supply chain management businesses will require a significantly
stronger balance sheet and substantial economies of scale. As such, the Company
has, notwithstanding the Scheme and its limited resources, focused on its retail
activities, and continued to grow its retail business segment, which requires a shorter
cash conversion cycle as compared to its distribution and supply chain management
business segments. Going forward, the Company has identified three pillars of
growth, namely the expansion of its retail operations, the value enhancement of Big
Box and the expansion of sourcing and brand management.


KEY DEVELOPMENTS FROM 1 APRIL 2014 TO THE LATEST PRACTICABLE
DATE

In accordance with the terms of the Scheme, on 17 April 2014, the Company made
an offer to each Scheme creditor to convert a number of redeemable convertible
bonds ("RCBs") into Shares (Dilution Shares) by way of a first dilution exercise
(the First Dilution Exercise). Pursuant to the terms and conditions of the RCBs,
the conversion price was S$0.14 and the maximum number of RCBs in respect of
which each bondholder may convert on the First Dilution Date was computed in
accordance with the formula as set out in paragraph 7 of Schedule B of the Scheme
document (as amended from time to time). The conversion of the RCBs into Dilution
Shares was effective on 14 May 2014 (First Dilution Date), whereby the Company
announced that pursuant to the First Dilution Exercise, 40 bondholders had exercised
their rights to convert their RCBs into Dilution Shares, and 20,285,041 Dilution Shares
(representing approximately 2.42% of the enlarged issued share capital of the
Company) were issued on the First Dilution Date. The 20,285,041 Shares were listed
and quoted on the SGX-ST on 15 May 2014.



9d. the equity capital and the loan capital of the relevant entity as at the latest
practicable date, showing

(i) in the case of the equity capital, the issued capital; or

(ii) in the case of the loan capital, the total amount of the debentures
issued and outstanding, together with the rate of interest payable
thereon;


As at the Latest Practicable Date, the Company has:

(i) an issued share capital of 836,826,542 Shares; and

(ii) no loan capital save for its liabilities under the Scheme, as follows:

a. Sustainable Debts amounting to S$150 million, of which approximately
S$91.3 million is crystallized; and

b. Sustainable Debts amounting to S$155.1 million, which has been
converted into Redeemable Convertible Bonds.



9e. where

(i) the relevant entity is a corporation, the number of shares of the relevant
entity owned by each substantial shareholder as at the latest practicable
date; or


30
(ii) the relevant entity is not a corporation, the amount of equity interests in
the relevant entity owned by each substantial interest-holder as at the
latest practicable date;


The interests of the Substantial Shareholders of the Company, based on the
Company's issued share capital as at the Latest Practicable Date, were as follows:

Direct Interest Deemed Interest
Number of Shares
(%)
(1)

Number of Shares
(%)
(1)

Sng Sze Hiang
(2)(3)
258,226,022

30.85 101,068,166

12.08
Tong Jia Pi Julia
(3)
101,068,166

12.08 258,226,022

30.85

Notes:
(1)
Calculated as a percentage of the total number of 836,826,542 Shares (excluding
treasury shares) as at the Latest Practicable Date.

(2)
Sng Sze Hiang holds 131,000,000 Shares through a nominee account in KBC Bank N.V. In this
respect, Sng Sze Hiang is considered to have a direct interest in the shareholdings of KBC Bank
N.V.

(3)
Tong Jia Pi Julia is the spouse of Sng Sze Hiang. In this respect, Tong Jia Pi Julia is deemed to
have an interest in the shareholdings of Sng Sze Hiang and vice versa.



9f. any legal or arbitration proceedings, including those which are pending or
known to be contemplated, which may have, or which have had in the 12
months immediately preceding the date of lodgment of the offer information
statement, a material effect on the financial position or profitability of the
relevant entity or, where the relevant entity is a holding company or holding
entity of a group, of the group;


As at the Latest Practicable Date, the Company is involved in two litigation
proceedings, as follows:

Litigation with Ho Lee Construction Pte Ltd ("Ho Lee")

Ho Lee is a construction company which was awarded the tender for the main
construction works of the Big Box under a contract dated 27 March 2008 for a sum of
S$226 million (the Contract). The Contract was terminated by the Company on 9
December 2008. Under the Scheme, Ho Lee submitted a proof of debt amounting to
approximately S$84 million claiming for, among others, loss and damages arising
from the termination of the Contract. The Scheme Manager has accepted a claim for
approximately S$22 million and rejected the remaining claim of approximately S$61
million. As there was a dispute between the parties as to the amount of Ho Lees
claim under the Scheme, such dispute was submitted to the High Court of Singapore
for adjudication.

As at the Latest Practicable Date, the following items relating to Ho Lees claim under
the Scheme are still being determined in the High Court of Singapore:

(a) Ho Lees loss of profits under the Contract, for which Ho Lee has claimed
approximately S$28 million; and


31
(b) interest on certified sums under the Contract, amounting to approximately
S$140,000.

The next hearing relating to Ho Lees claim, in the High Court of Singapore, is
presently fixed in the 3
rd
quarter of 2014.

Litigation with nTan Corporate Advisory Pte Ltd ("nTan")

In October 2008, the Company engaged nTan as an independent financial advisor to
assist and advise the Company on the restructuring of its debts (Engagement).
Pursuant to the Engagement, the Scheme was formulated and proposed to the
Company's creditors. The Scheme was thereafter sanctioned by the Court of Appeal
of Singapore (with amendments). Subsequent to the sanction of the Scheme, Mr
Nicky Tan, Mr Dan Yock Hian and/or Ms Lim Siew Soo of nTan were appointed as
Scheme Manager of the Scheme.

Pursuant to the Engagement, nTan was entitled to charge the Company professional
fees for work done by its employees on a time-costs basis, as well as a value added
fee (VAF) to be calculated using a formula dependent on the total restructured debt
of the Company under the Scheme. The quantum of VAF payable to nTan is
estimated to be in the region of S$15 million to S$30 million.

In January 2012, the Monitoring Committee of the Companys creditors (MC) formed
pursuant to the Scheme, requested directions from the Court of Appeal on, among
others, the issue of whether the VAF was subject to taxation and if so, how the
taxation should be conducted.

On 27 September 2012, the Court of Appeal issued a written judgment (the
"Judgment") which ordered that nTan, the Company and the Monitoring Committee
endeavour to reach an agreement on nTans professional fees on a global basis (as
such, including the VAF) to be paid to nTan. lf parties were unable to reach an
agreement, nTan's fees would be taxed by the High Court of Singapore, in
accordance with the principles applicable to the remuneration of insolvency
professionals as applied by the Singapore courts previously.

On 5 November 2012, nTan filed an application before the Court of Appeal of
Singapore to set aside the Judgment (the "Setting Aside Application") on the basis
that the Judgment was made without jurisdiction and in fundamental breach of natural
justice. On 22 November 2012, nTan also filed an application seeking to admit Mr
Michael Beloff Q.C. on an ad hoc basis to represent nTan as counsel in relation to the
Setting Aside Application.

On 16 May 2014, the Court of Appeal of Singapore dismissed the application to admit
Mr Beloff Q.C. as counsel for nTan.

The date for the hearing of the Setting Aside Application has yet to be fixed, although
it is expected that the hearing would take place sometime during the 3
rd
quarter of
2014.

Save as disclosed above, the Group is not engaged in any legal or arbitration
proceedings, including those which are pending or known to be contemplated, which
may have, or which have had in the 12 months immediately preceding the date of
lodgement of this Offer Information Statement, a material effect on the financial
position or profitability of the Group.



9g. where any securities or equity interests of the relevant entity have been issued
within the 12 months immediately preceding the latest practicable date


32
(i) if the securities or equity interests have been issued for cash, state the
prices at which the securities have been issued and the number of
securities or equity interests issued at each price; or

(ii) if the securities or equity interests have been issued for services, state
the nature and value of the services and give the name and address of
the person who received the securities or equity interests; and


On 14 May 2014, the Company issued 20,285,041 Shares (representing
approximately 2.42% of the enlarged issued share capital of the Company) pursuant
to the Scheme. The Shares were issued further to a conversion of RCBs at a
conversion price of S$0.14 per Share.

Save as disclosed above, no other securities or equity interests of the Company have
been issued for cash within 12 months immediately preceding the Latest Practicable
Date.



9h. a summary of each material contract, other than a contract entered into in the
ordinary course of business, to which the relevant entity or, if the relevant
entity is the holding company or holding entity of a group, any member of the
group is a party, for the period of 2 years immediately preceding the date of
lodgment of the offer information statement, including the parties to the
contract, the date and general nature of the contract, and the amount of any
consideration passing to or from the relevant entity or any other member of
the group, as the case may be.


Save as disclosed below, neither the Company nor its Subsidiaries have entered into
any material contracts (not being contracts entered into in the ordinary course of
business) during the two (2) years preceding the date of lodgment of this Offer
Information Statement save for the following:

(i) the Placement Agreement entered into between the Company and the
Placement Agent on 16 June 2014 in relation to the Placement; and

(ii) the Investment Agreement entered into between BB, Prima and Ultraco on 12
December 2012 in relation to the joint investment in the Big Box Project.

Please refer to Part III and paragraph 9c of Part IV for more information on the
Placement Agreement and the Investment Agreement, respectively.

PART V: OPERATING AND FINANCIAL REVIEW AND PROSPECTS

Operating Results


1. Provide selected data from

(a) the audited income statement of the relevant entity or, if the relevant entity
is the holding company or holding entity of a group, the audited
consolidated income statement of the relevant entity or the audited
combined income statement of the group, for each financial year (being
one of the 3 most recent completed financial years) for which that
statement has been published; and

(b) any interim income statement of the relevant entity or, if the relevant entity
is the holding company or holding entity of a group, any interim

33
consolidated income statement of the relevant entity or interim combined
income statement of the group, for any subsequent period for which that
statement has been published.

2. The data referred to in paragraph 1 of this Part shall include the line items in the
audited income statement, audited consolidated income statement, audited
combined income statement, interim income statement, interim consolidated
income statement or interim combined income statement, as the case may be,
and shall in addition include the following items:

(a) dividends declared per share in both the currency of the financial
statements and the Singapore currency, including the formula used for
any adjustment to dividends declared;

(b) earnings or loss per share; and

(c) earnings or loss per share, after any adjustment to reflect the sale of new
securities.

The audited consolidated income statements of the Group for FY2011, FY2012,
FY2013 and the unaudited consolidated income statements of the Group for FY2014
are set out below:


Audited Audited Audited Unaudited
FY2011 FY2012 FY2013 FY2014
($000) ($000) ($000) ($000)

Revenue
426,452 384,622 355,339 317,469
Other operating income
4,687 5,921 3,903 6,178

431,139 390,543 359,242 323,647
Changes in inventories of
(22,575) (5,374) (444) 4,591
finished goods

Purchase of goods
(328,952) (296,306) (280,345) (251,458)
Staff costs
(33,446) (30,471) 30,965) 28,360)
Depreciation
(6,023) (5,220) (5,373) (5,696)
Other operating expenses
(144,083) (60,857) (41,166) (40,607)
Profit/(Loss) from
operations

(103,940) (7,685) 949 2,117


Finance income
75,862 540 618 277
Finance expense
(9,232) (5,449) (4,435) (4,209)
Net finance income /
(expense)

66,630 (4,909) (3,817) (3,932)


Loss before income tax
(37,310) (12,594) (2,868) (1,815)
Income tax credit /
(expense)

172 (2,420) (903) (463)
Loss for the year
(37,138) (15,014) (3,771) (2,278)


Attributable to:

Owners of the Company
(33,963) (14,674) (4,074) (2,449)
Non-controlling interests
(3,175) (340) 303 171
Loss for the year
(37,138) (15,014) (3,771) (2,278)



34
LPS (cents)
(1)


- Basic and diluted
(4.16) (1.80) (0.50) (0.30)


LPS as adjusted for the
Placement (cents)
(2)



- Basic and diluted
(3.38) (1.46) (0.41) (0.24)
- Basic and diluted
(including the Dilution
Shares)

(3.45) (1.49) (0.41) (0.24)


Dividends per Share
- - - -

Source: Annual reports of the Company for FY2012 and FY2013 and the unaudited consolidated financial
statements for FY2014 as announced by the Company on SGXNET on 30 May 2014.

Note:

(1) The LPS as adjusted for the Placement was computed based on the weighted average number of
Shares in issue during FY2011, FY2012, FY2013 and FY2014, and (i) assuming that all the
Placement Shares had been subscribed for; (ii) assuming that the Placement was completed and
the Placement Shares were issued at the beginning of each of the respective financial years; (iii)
assuming there is no earnings contribution from the proceeds from the Placement; and (iv) on the
basis that no adjustment has been made for any change in the weighted average number of
Shares in issue during FY2011, FY2012, FY2013 and FY2014.

(2) The LPS as adjusted for the Placement was computed based on the weighted average number of
Shares in issue during FY2011, FY2012, FY2013 and FY2014, and (i) assuming that all the
Placement Shares had been subscribed for; (ii) assuming that the Placement was completed and
the Placement Shares were issued at the beginning of each of the respective financial years; (iii)
assuming there is no earnings contribution from the proceeds from the Placement; and (iv) on the
basis that no adjustment has been made for any change in the weighted average number of
Shares in issue during FY2011, FY2012, FY2013 and FY2014.



3. In respect of

(a) each financial year (being one of the 3 most recent completed financial
years) for which financial statements have been published; and

(b) any subsequent period for which interim financial statements have been
published,

provide information regarding any significant factor, including any unusual or
infrequent event or new development, which materially affected profit or loss
before tax of the relevant entity or, if it is the holding company or holding entity
of a group, of the group, and indicate the extent to which such profit or loss
before tax of the relevant entity or the group, as the case may be, was so
affected. Describe any other significant component of revenue or expenditure
necessary to understand the profit or loss before tax for each of these financial
periods.


PERFORMANCE REVIEW FOR FY2014 COMPARED TO FY2013

Revenue

The Groups revenue decreased by approximately S$37.9 million or 10.7% from
approximately S$355.3 million in FY2013 to approximately S$317.5 million in FY2014.

The decrease in the Group's revenue was mainly due to lower sales and exchange
impact arising from the weakening of domestic currencies in the countries in which the
Group operates.

35

Loss Before Income Tax

The Group's loss before income tax decreased by approximately S$1.1 million or
36.7% from approximately S$2.9 million in FY2013 to approximately S$1.8 million in
FY2014 mainly due to an increase in other operating income from events and other
activities and recovery of previously recognised revaluation loss of property, plant and
equipment.


PERFORMANCE REVIEW FOR FY2013 COMPARED TO FY2012

Revenue

The Groups revenue decreased by approximately S$29.3 million or 7.6% from
approximately S$384.6 million in FY2012 to approximately S$355.3 million in FY2013.

The decrease in the Group's revenue was mainly due to a decrease in revenue from
its retail, distribution and trading segment as a result of the Groups strategy to
redeploy its limited resources to its shorter cash conversion cycle business segment
(retail and retail franchising businesses) and the cessation of operations in Europe in
the second half of FY2012.

Loss Before Income Tax

The Group's loss before income tax decreased by approximately S$9.7 million or
77.2% from approximately S$12.6 million in FY2012 to approximately S$2.9 million in
FY2013 mainly due to lower operating expenses on account of continuing cost cutting
measures and improved inventory management.

In line with lower operating activities, direct cost (including transportation, commission
and advertising and promotion expenses), which is included in other operating
expenses, decreased by approximately S$8.9 million in FY2013 as compared to
FY2012.


Financial Position


4. Provide selected data from the balance sheet of the relevant entity or, if it is the
holding company or holding entity of a group, the group as at the end of

(a) the most recent completed financial year for which audited financial
statements have been published; or

(b) if interim financial statements have been published for any subsequent
period, that period.


5. The data referred to in paragraph 4 of this Part shall include the line items in the
audited or interim balance sheet of the relevant entity or the group, as the case
may be, and shall in addition include the following items:

(a) number of shares after any adjustment to reflect the sale of new securities;

(b) net assets or liabilities per share; and

(c) net assets or liabilities per share after any adjustment to reflect the sale of
new securities.


36

The audited balance sheet of the Group as at 31 March 2013 and the unaudited
balance sheet of the Group as at 31 March 2014 is set out below:


As at 31 March
2013 (Audited)
As at 31 March
2014 (Unaudited)
S$'000 S$'000

Non-current assets
Property, plant and equipment
133,207 340,947
Investment properties
9,310 9,538
Intangible assets:

Goodwill on consolidation
4,983 5,290
Trademarks and rights
9,625 9,567
Deferred tax assets
2,300 2,080

159,425 367,422


Current assets

Inventories
46,018 50,609
Trade and other receivables
59,211 63,926
Cash and cash equivalents
104,077 20,522

209,306 135,057


Total assets
368,731 502,479


Equity

Share capital
140,563 140,563
Reserves
(248,490) (158,183)
Equity attributable to owners of the
Company

(107,927) (17,620)
Non-controlling interests
3,565 3,325
Total equity
(104,362) (14,295)


Non-current liabilities

Financial liabilities
185,100 184,304
Redeemable convertible bonds
139,634 139,634
Deferred tax liabilities
178 19,138

324,912 343,076


Current liabilities

Trade and other payables
123,162 139,305
Financial liabilities
22,627 33,099
Provisions
1,922 1,008
Current tax payable
470 286

148,181 173,698


Total liabilities
473,093 516,774


Total equity and liabilities
368,731 502,479

Number of Shares in issue
816,541,501 816,541,501

37


Net asset value per Share (cents)
(1)
(13.22) (2.16)

Number of Shares as adjusted for the
Placement (assuming all the Placement
Shares have been subscribed for)
(2)
983,841,501 983,841,501

Net asset value per Share as adjusted
for the Placement (cents)
(3)

(0.008) 0.819

Source: Annual report of the Company for FY2013 and the unaudited consolidated financial statements for
FY2014 as announced by the Company on SGXNET on 30 May 2014.

Notes:

(1) Net asset value per Share is computed based on the net asset value (excluding minority
interests) divided by the number of Shares in issue as at the end of the relevant financial year.

(2) The number of Shares as adjusted for the Placement (assuming all the Placement Shares have
been subscribed for) as at the Latest Practicable Date, including the Dilution Shares, is
1,004,126,542 Shares.

(3) The net asset value per Share as adjusted for the Placement was computed based on the
number of Shares in issue as at the end of the relevant financial year and assuming that (i) all
the Placement Shares had been subscribed for; and (ii) the Placement was completed and the
Placement Shares were issued at the end of the relevant financial year.


Liquidity and Capital Resources


6. Provide an evaluation of the material sources and amounts of cash flows from
operating, investing and financing activities in respect of

(a) the most recent completed financial year for which financial statements
have been published; and

(b) if interim financial statements have been published for any subsequent
period, that period.


An evaluation of the material sources and amounts of cash flows from operating,
investing and financing activities of the Group is set out in the table below:


FY2014
(Unaudited)
S$'000
Cash flows from operating activities
Loss for the year
(2,278)
Adjustments for:

Recovery of previously recognised revaluation loss of
property, plant and equipment

(1,161)
Changes in fair value of investment properties
(192)
Allowance for doubtful debts
340
Allowance for stock obsolescence
234
Depreciation and amortisation
5,754
Loss on disposal of property, plant and equipment
(24)
Exchange loss, unrealised
6,096
Inventories (written back) / written off
232
Finance expense
4,209

38
Finance income
(277)
Income tax expense
463
Operating cash flow before working capital changes
13,396
Changes in working capital:


Inventories

(9,449)
Trade and other receivables

(7,212)
Trade and other payables

16,278
Bills payable and trust receipts

7,191
Provisions

(914)
Deposits from customers

1,177
Cash generated from operations

20,467
Income tax paid

(911)
Interest income received

277
Interest paid on bills payable and trust receipts

(83)
Net cash generated from operating activities
19,750



Cash flows from investing activities

Proceeds from disposal of property, plant and equipment
88
Purchase of property, plant and equipment (including
leasehold building under construction)
(99,787)
Net cash used in investing activities
(99,699)


Cash flows from financing activities

Dividend payments to non-controlling interests of
subsidiaries
(92)
Interest paid on borrowing
(2,842)
Payment of obligations under finance leases
(395)
Proceeds from obligations under finance leases
603
Proceeds from subscription of ordinary shares of subsidiary
98
Proceeds from interest-bearing borrowings
5,000
Payment of borrowing related costs
(2,780)
Repayment of interest-bearing borrowings
(1,197)
Net cash used in financing activities
(1,605)



Net decrease in cash and cash equivalents
(81,554)
Cash and cash equivalents at 1 April 2013
100,290
Effect of foreign exchange rate changes on balances
held in foreign currencies
(804)
Cash and cash equivalent as at 31 March 2014
17,932



Cash and cash equivalents include:

Cash at bank and in hand
17,484
Fixed deposits with financial institutions
3,038
Bank overdrafts
(2,590)

17,932

Source: The unaudited consolidated financial statements for FY2014 as announced by the Company on
SGXNET on 30 May 2014.

FY2014

The Group had net cash generated from operating activities of approximately S$19.8
million in FY2014. This was due mainly to operating cashflow before working capital
changes of approximately S$13.4 million, inflow of approximately S$7.1 million from
working capital changes, outflow of approximately S$0.9 million in income tax paid,

39
outflow from interest paid on bills payable and trust receipts of approximately S$0.1
million and inflow from interest income of approximately S$0.3 million.

The inflow from working capital changes was the net result of a decrease in trade and
other payables of approximately S$16.3 million, decrease in bills payable and trust
receipts of approximately S$7.2 million and increase in deposits and advance
payments from customers of approximately S$1.2 million, offset by an increase in
inventories of approximately S$9.4 million, an increase in trade and other receivables
of approximately S$7.2 million and a decrease in provisions of approximately S$0.9
million.

The Group had net cash used in investing activities of approximately S$99.7 million in
FY2014, due mainly to the purchase of property, plant and equipment (including
leasehold building under construction).

The Group had net cash used in financing activities of approximately S$1.6 million in
FY2014. This was due mainly to interest paid on borrowings of approximately S$2.8
million, payment of obligations under finance leases of approximately S$0.4 million,
payment of borrowing related costs of approximately S$2.8 million and repayment of
interest-bearing borrowings of approximately S$1.2 million, offset by proceeds from
obligations under finance leases of approximately S$0.6 million, proceeds from
subscription of ordinary shares of subsidiary of approximately S$0.1 million and
proceeds from interest-bearing borrowing of approximately S$5.0 million.


7. Provide a statement by the directors or equivalent persons of the relevant entity
as to whether, in their reasonable opinion, the working capital available to the
relevant entity or, if it is the holding company or holding entity of a group, to the
group, as at the date of lodgment of the offer information statement, is sufficient
for present requirements and, if insufficient, how the additional working capital
considered by the directors or equivalent persons to be necessary is proposed
to be provided.


The Directors are of the reasonable opinion that, after taking into consideration the
Group's internal resources and credit facilities, the working capital available to the
Group as at the date of lodgment of this Offer Information Statement is sufficient for its
present requirements.



8. If the relevant entity or any other entity in the group is in breach of any of the
terms and conditions or covenants associated with any credit arrangement or
bank loan which could materially affect the relevant entitys financial position
and results or business operations, or the investments by holders of securities
in the relevant entity, provide

(a) a statement of that fact;

(b) details of the credit arrangement or bank loan; and

(c) any action taken or to be taken by the relevant entity or other entity in the
group, as the case may be, to rectify the situation (including the status of
any restructuring negotiations or agreement, if applicable).


As at the Latest Practicable Date, the Directors are not aware of a breach of any of the
terms and conditions or covenants associated with any credit arrangement or bank

40
loan which could materially affect the Companys financial position and results or
business operations, or the investments by holders of securities in the Company.


Trend Information and Profit Forecast or Profit Estimate


9. Discuss, for at least the current financial year, the business and financial
prospects of the relevant entity or, if it is the holding company or holding entity
of a group, the group, as well as any known trends, uncertainties, demands,
commitments or events that are reasonably likely to have a material effect on net
sales or revenues, profitability, liquidity or capital resources, or that would cause
financial information disclosed in the offer information statement to be not
necessarily indicative of the future operating results or financial condition. If
there are no such trends, uncertainties, demands, commitments or events,
provide an appropriate statement to that effect.


Business and financial prospects for the current financial year

With the Scheme prevailing and the uncertainty of economic outlook, the Group
expects the next 12 months to remain challenging. The construction of the Big Box
Project remains in progress.

Shareholders and the public are advised to exercise caution before making any
decision in respect of their dealings in the Companys shares.

Certain business factors or risks which could materially affect the Groups profitability
are set out in the section entitled Risk Factors of this Offer Information Statement.
There are uncertainties, demands, commitments or events that should they take place,
may have a material and adverse impact on the business, results of operations,
financial condition and prospects of the Group. The section entitled Risk Factors of
this Offer Information Statement is only a summary, and is not an exhaustive
description, of all the uncertainties, demands, commitments or events. There may be
additional uncertainties, demands, commitments or events not presently known to the
Group, or that the Group may currently deem immaterial, which could affect its
business, results of operations, financial condition and prospects.

Save as disclosed in this Offer Information Statement and in particular, the section
entitled Risk Factors of this Offer Information Statement, there are no trends,
uncertainties, demands, commitments or events that are reasonably likely to have a
material effect on the net sales or revenues, profitability, liquidity or capital resources,
or that would cause financial information disclosed in this Offer Information Statement
to be not necessarily indicative of the future operating results or financial condition of
the Group.



10. Where a profit forecast is disclosed, state the extent to which projected sales or
revenues are based on secured contracts or orders, and the reasons for
expecting to achieve the projected sales or revenues and profit, and discuss the
impact of any likely change in business and operating conditions on the
forecast.


No profit forecast is disclosed in this Offer Information Statement.




41
11. Where a profit forecast or profit estimate is disclosed, state all principal
assumptions, if any, upon which the directors or equivalent persons of the
relevant entity have based their profit forecast or profit estimate, as the case
may be.


No profit forecast or profit estimate is disclosed in this Offer Information Statement.



12. Where a profit forecast is disclosed, include a statement by an auditor of the
relevant entity as to whether the profit forecast is properly prepared on the
basis of the assumptions referred to in paragraph 11 of this Part, is consistent
with the accounting policies adopted by the relevant entity, and is presented in
accordance with the accounting standards adopted by the relevant entity in the
preparation of its financial statements.


No profit forecast is disclosed in this Offer Information Statement.



13. Where the profit forecast disclosed is in respect of a period ending on a date
not later than the end of the current financial year of the relevant entity, provide
in addition to the statement referred to in paragraph 12 of this Part

(a) a statement by the issue manager to the offer, or any other person whose
profession or reputation gives authority to the statement made by him,
that the profit forecast has been stated by the directors or equivalent
persons of the relevant entity after due and careful enquiry and
consideration; or

(b) a statement by an auditor of the relevant entity, prepared on the basis of
his examination of the evidence supporting the assumptions referred to
in paragraph 11 of this Part and in accordance with the Singapore
Standards on Auditing or such other auditing standards as may be
approved in any particular case by the Authority, to the effect that no
matter has come to his attention which gives him reason to believe that
the assumptions do not provide reasonable grounds for the profit
forecast.


No profit forecast is disclosed in this Offer Information Statement.



14. Where the profit forecast disclosed is in respect of a period ending on a date
after the end of the current financial year of the relevant entity, provide in
addition to the statement referred to in paragraph 12 of this Part

(a) a statement by the issue manager to the offer, or any other person whose
profession or reputation gives authority to the statement made by him,
prepared on the basis of his examination of the evidence supporting the
assumptions referred to in paragraph 11 of this Part, to the effect that no
matter has come to his attention which gives him reason to believe that
the assumptions do not provide reasonable grounds for the profit
forecast; or


42
(b) a statement by an auditor of the relevant entity, prepared on the basis of
his examination of the evidence supporting the assumptions referred to
in paragraph 11 of this Part and in accordance with the Singapore
Standards on Auditing or such other auditing standards as may be
approved in any particular case by the Authority, to the effect that no
matter has come to his attention which gives him reason to believe that
the assumptions do not provide reasonable grounds for the profit
forecast.


No profit forecast is disclosed in this Offer Information Statement.


Significant Changes


15. Disclose any event that has occurred from the end of

(a) the most recent completed financial year for which financial statements
have been published; or

(b) if interim financial statements have been published for any subsequent
period, that period,

to the latest practicable date which may have a material effect on the financial
position and results of the relevant entity or, if it is the holding company or
holding entity of a group, the group, or, if there is no such event, provide an
appropriate negative statement.


Save as disclosed in this Offer Information Statement and in all public
announcements made by the Company, the Directors are not aware of any event
which has occurred from 31 March 2014 to the Latest Practicable Date which may
have a material effect on the financial position and results of the Group.


Meaning of published


16. In this Part, published includes publication in a prospectus, in an annual report
or on the SGXNET.


Noted.



PART VI: THE OFFER AND LISTING

Offer and Listing Details


1. Indicate the price at which the securities are being offered and the amount of
any expense specifically charged to the subscriber or purchaser. If it is not
possible to state the offer price at the date of lodgment of the offer information
statement, the method by which the offer price is to be determined must be
explained.



43
Placement Price : S$0.1545 per Placement Share

The Commission in the amount of S$500,000 inclusive of expenses incurred by the
Placement Agent under the Placement (excluding applicable goods and services tax
thereon) is payable by the Company to the Placement Agent pursuant to the
Placement Agreement.

Subscribers of the Placement Shares may be required to pay a brokerage fee of up
to 1.0% of the Placement Price (and Goods and Services Tax thereon, if applicable)
to the Placement Agent.

No expense incurred by the Company in respect of the Placement will be specifically
charged to the Placement Agent or the Subscribers to be procured by the Placement
Agent.



2. If there is no established market for the securities being offered, provide
information regarding the manner of determining the offer price, the exercise
price or conversion price, if any, including the person who establishes the
price or is responsible for the determination of the price, the various factors
considered in such determination and the parameters or elements used as a
basis for determining the price.


Not applicable. The existing Shares are listed for quotation and traded on the Main
Board of the SGX-ST.



3. If

(a) any of the relevant entitys shareholders or equity interest-holders have
pre-emptive rights to subscribe for or purchase the securities being
offered; and

(b) the exercise of the rights by the shareholder or equity interest-holder is
restricted, withdrawn or waived,

indicate the reasons for such restriction, withdrawal or waiver, the beneficiary
of such restriction, withdrawal or waiver, if any, and the basis for the offer
price.


Not applicable. None of the existing shareholders of the Company have such pre-
emptive rights in connection with the Placement Shares.



4. If securities of the same class as those securities being offered are listed for
quotation on any securities exchange

(a) in a case where the first-mentioned securities have been listed for
quotation on the securities exchange for at least 12 months immediately
preceding the latest practicable date, disclose the highest and lowest
market prices of the first-mentioned securities


44
i) for each of the 12 calendar months immediately preceding the
calendar month in which the latest practicable date falls; and
ii) for the period from the beginning of the calendar month in which
the latest practicable date falls to the latest practicable date; or

(b) in a case where the first-mentioned securities have been listed for
quotation on the securities exchange for less than 12 months
immediately preceding the latest practicable date, disclose the highest
and lowest market prices of the first-mentioned securities

i) for each calendar month immediately preceding the calendar
month in which the latest practicable date falls; and
ii) for the period from the beginning of the calendar month in which
the latest practicable date falls to the latest practicable date;

(c) disclose any significant trading suspension that has occurred on the
securities exchange during the 3 years immediately preceding the latest
practicable date or, if the securities have been listed for quotation for
less than 3 years, during the period from the date on which the
securities were first listed to the latest practicable date; and

(d) disclose information on any lack of liquidity, if the securities are not
regularly traded on the securities exchange.


(a) The highest and lowest market prices of the Shares traded on the SGX-ST for
each of the 12 calendar months immediately preceding June 2014 and from 1
June 2014 to the Latest Practicable Date, are as follows:




Price Range
Month
High (S$) Low (S$)
June 2013
0.171 0.151
July 2013
0.170 0.151
August 2013
0.161 0.147
September 2013 0.158 0.147
October 2013
0.151 0.138
November 2013
0.148 0.134
December 2013
0.143 0.131
January 2014
0.167 0.137
February 2014
0.151 0.135
March 2014
0.179 0.143
April 2014
0.184 0.168
May 2014
0.181 0.165
From 1 June 2014 to
the Latest
Practicable Date
0.177 0.170

Source: Bloomberg Finance L.P.
(1)



Note:

45
(1)
Bloomberg Finance L.P. has not consented to the inclusion of the information
referred to above for the purposes of sections 249 and 277 of the Securities and
Futures Act and is therefore not liable for such information under sections 253
and 254 of the Securities and Futures Act. The Company and the Placement
Agent have included the above information in its proper form and context in this
Offer Information Statement and have not verified the accuracy of such
information. Neither the Company nor the Placement Agent is aware of any
disclaimers made by Bloomberg Finance L.P. in relation to the above statement.

(b) Not applicable. The existing Shares have been listed for quotation on the Main
Board of the SGX-ST for more than 12 months immediately preceding the
Latest Practicable Date.

(c) None. There has not been any significant suspension in the trading of the
existing Shares on the Main Board of the SGX-ST during the three (3) years
immediately preceding the Latest Practicable Date.

(d) None. The Shares are regularly traded on the SGX-ST.



5. Where the securities being offered are not identical to the securities already
issued by the relevant entity, provide

(a) statement of the rights, preferences and restrictions attached to the
securities being offered; and

(b) an indication of the resolutions, authorisations and approvals by virtue
of which the entity may create or issue further securities, to rank in
priority to or pari passu with the securities being offered.


Not applicable. The Placement Shares when allotted and issued, will be free from all
claims, charges, liens, mortgages, securities, pledges, equities, encumbrances or any
other interests whatsoever and will rank pari passu in all respects with and shall carry
all rights similar to the existing Shares except that they will not rank for any dividend,
right, allotment or other distributions, the record date for which falls on or before the
date of issue of the Placement Shares.


Plan of Distribution


6. Indicate the amount, and outline briefly the plan of distribution, of the
securities that are to be offered otherwise than through underwriters. If the
securities are to be offered through the selling efforts of any broker or dealer,
describe the plan of distribution and the terms of any agreement or
understanding with such entities. If known, identify each broker or dealer that
will participate in the offer and state the amount to be offered through each
broker or dealer.


Pursuant to the terms and subject to the conditions of the Placement Agreement, the
Placement Agent has agreed to procure Subscribers for the Placement Shares on a
best efforts basis. Under the terms of the Placement Agreement, the Company will
pay the Placement Agent the Commission.

The Placement Agent may (but is not bound to) at any time prior to or on the
Completion Date by notice to the Company rescind or terminate the Placement

46
Agreement, if there shall occur any of the following events, since the date of the
Placement Agreement:

(a) if any of the conditions specified in the Placement Agreement has not been
satisfied or waived by the Placement agent before the Cut-off Date;

(b) if there shall have come to the notice of the Placement Agent any
misrepresentation by the Company or any breach of the warranties,
representations and undertakings contained in the Placement Agreement;

(c) if there is a suspension (other than on a temporary basis not exceeding three
(3) continuous days at the request of the Company, or as resulting from the
Placement) by the SGX-ST of trading of the issued Shares on the SGX-ST or
a delisting by the SGX-ST of the issued Shares from the SGX-ST;

(d) if there shall have been or come into effect:

a. any material adverse change, or any development involving a
prospective material adverse change, in the condition (financial or
otherwise) of the Company or of the Group as a whole;

b. any material adverse change, or any development involving a
prospective material adverse change, in local, national or
international financial, political, industrial, economic or monetary
conditions;

c. any material adverse change, or any development involving a
prospective material adverse change, in local, national or
international securities or stock markets;

d. in any relevant jurisdiction, any introduction of or any change in any
statute, regulation, order, policy or directive (whether or not having
the force of law and including without limitation, any directive or
request issued by the SGX-ST, the Authority or the Securities
Industry Council) or in the interpretation or application thereof by
any court or other competent authority;

e. any event or series of events in the nature of force majeure
(including without limitation, acts of government, strikes, lock-outs,
fire, explosion, flooding, civil commotion, acts of war, acts of
terrorism, acts of God, accident, epidemics, earthquakes or
interruption or delay in transportation;

which event or event(s) shall in the reasonable opinion of the Placement
Agent (after consultation with the Company) (i) be likely to prejudice the
success of the subscription, placement or issue of the Placement Shares
(whether in the primary market or in respect of dealings in the secondary
market) or be likely to have a material adverse effect on the business of the
Company or of the Group as a whole or the placement of the Placement
Shares, or (ii) make it inexpedient, impracticable or inadvisable to proceed
with the subscription, placement or issue of the Placement Shares, or (iii) be
such that no reasonable Placement Agent would have entered into the
Placement Agreement;

(e) if the SGX-ST shall make any ruling (or revoke any ruling previously made) the
effect of which would materially restrict or materially impede the listing of and
quotation for the New Shares on the SGX-ST; and

(f) if the allotment and issuance of the Placement Shares and the subscription of
the Placement Shares in accordance with the provisions of the Placement

47
Agreement shall be prohibited by any statute, order, rule, regulation or directive
issued by, or objected to by any legislative, executive or regulatory body or
authority in Singapore (including without limitation, the SGX-ST) or elsewhere.


7. Provide a summary of the features of the underwriting relationship together with
the amount of securities being underwritten by each underwriter.


The Placement is not underwritten but undertaken on a best efforts basis by the
Placement Agent. For information on the terms of the Placement Agreement, please
refer to paragraph 6 above.


PART VII: ADDITIONAL INFORMATION

Statements by Experts


1. Where a statement or report attributed to a person as an expert is included in the
offer information statement, provide such persons name, address and
qualifications.


No statement or report attributed to an expert is included in this Offer Information
Statement.



2. Where the offer information statement contains any statement (including what
purports to be a copy of, or extract from, a report, memorandum or valuation)
made by an expert

(a) state the date on which the statement was made;

(b) state whether or not it was prepared by the expert for the purpose of
incorporation in the offer information statement; and

(c) include a statement that the expert has given, and has not withdrawn, his
written consent to the issue of the offer information statement with the
inclusion of the statement in the form and context in which it is included
in the offer information statement.


No statement or report attributed to an expert is included in this Offer Information
Statement.



3. The information referred to in paragraphs 1 and 2 of this Part need not be
provided in the offer information statement if the statement attributed to the
expert is a statement to which the exemption under regulation 26(2) or (3)
applies.


Noted.



48
Consents from Issue Managers and Underwriters


4. Where a person is named in the offer information statement as the issue
manager or underwriter (but not a sub-underwriter) to the offer, include a
statement that the person has given, and has not withdrawn, his written consent
to being named in the offer information statement as the issue manager or
underwriter, as the case may be, to the offer.


There is no issue manager or underwriter for the Placement. CIMB Securities
(Singapore) Pte. Ltd. acts as the Placement Agent to the Placement.

Without prejudice to the foregoing, the Placement Agent does not make, or purport to
make, any statement in this Offer Information Statement and it is not aware of any
statement in this Offer Information Statement which purports to be based on a
statement made by it and it makes no representation, express or implied, regarding,
and, subject to applicable law and regulations, takes no responsibility for, any
statement in or omission from this Offer Information Statement.


Other Matters


5. Include particulars of any other matters not disclosed under any other
paragraph of this Schedule which could materially affect, directly or indirectly

(a) the relevant entitys business operations or financial position or results; or

(b) investments by holders of securities in the relevant entity.


Please refer to the section entitled "Risk Factors" of this Offer Information Statement for
certain factors or risks which could materially affect, directly or indirectly, the Groups
business operations, financial position or results, or the investments by Shareholders.

Save as disclosed in this Offer Information Statement, the Directors are not aware of
any other matters which could materially affect, directly or indirectly the Company's
business operations or financial position or results or investments by holders of
securities in the Company.


PART VIII: ADDITIONAL INFORMATION REQUIRED FOR OFFER OF DEBENTURES OR
UNITS OF DEBENTURES

Not applicable.


PART IX: ADDITIONAL INFORMATION REQUIRED FOR CONVERTIBLE DEBENTURES

Not applicable.


PART X: ADDITIONAL INFORMATION REQUIRED FOR OFFER OF SECURITIES BY
WAY OF RIGHTS ISSUE

Not applicable.

49
The Directors collectively and individually accept responsibility for the accuracy of the
information given in this Offer Information Statement and confirm, having made all reasonable
enquiries, that to the best of their knowledge and belief, the facts stated and opinions
expressed in this Offer Information Statement are fair and accurate in all material respects as
at the date of this Offer information Statement and there are no material facts the omission of
which would make any statement in this Offer Information Statement misleading in any
material respect. Where information has been extracted or reproduced from published or
otherwise publicly available sources or obtained from a named source, the sole responsibility
of the Directors has been to ensure that such information is accurately and correctly extracted
from such sources and/or reproduced in this Offer Information Statement in its proper form
and context.



For and on behalf of TT INTERNATIONAL LIMITED









Sng Sze Hiang Tong Jia Pi Julia











Yap Hock Soon Raymond Koh Bock Swi






Ng Leok Cheng Yo Nagasue





Dated this 16
th
day of June 2014